UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-37728 Donnelley Financial Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 36-4829638 (State or other jurisdiction of incorporation or organ ...

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q2 2023 Results Conference Call August 2, 2023 9:00 AM ET Company Participants Michael Zhao - Head, IR Dan Leib - President, CEO and Director Dave Gardella - EVP and CFO Craig Clay - President, Global Investment Companies Conference Call Participants Charles Strauzer - CJS Securities Kyle Peterson - Needham Peter Heckmann - D.A. Davidson Raj Sharma - B. Riley Operator Hello, and thank you for standing by. My name is Regina, and I will be your conference operat ...

Financial Performance - Total net sales for Q2 2023 were $242.1 million, a decrease of 9.8% compared to $266.2 million in Q2 2022[18]. - Net earnings for Q2 2023 were $37.7 million, down 18.3% from $46.0 million in Q2 2022[20]. - The company reported a basic net earnings per share of $1.28 for Q2 2023, compared to $1.46 in Q2 2022, reflecting a decline of 12.3%[18]. - The company reported comprehensive income of $38.8 million for Q2 2023, compared to $46.2 million in Q2 2022, reflecting a decline of 16.0%[20]. - Net earnings for the six months ended June 30, 2023, were $53.5 million, a decrease of 26.5% compared to $72.4 million in 2022[24]. - For the six months ended June 30, 2023, total net sales were $440.7 million, compared to $477.2 million for the same period in 2022, representing a decrease of about 7.6%[46]. - The company reported a total depreciation and amortization expense of $26.8 million for the six months ended June 30, 2023, consistent with the $21.9 million reported for the same period in 2022[86]. - The corporate segment reported a loss of $32.9 million for the six months ended June 30, 2023, compared to a loss of $29.5 million in the same period of 2022[86]. Assets and Liabilities - Total current assets increased to $296.0 million as of June 30, 2023, up from $228.4 million at the end of 2022, representing a growth of 29.6%[22]. - Long-term debt rose to $219.8 million as of June 30, 2023, compared to $169.2 million at the end of 2022, indicating a 30% increase[22]. - The company’s total assets reached $902.2 million as of June 30, 2023, up from $828.3 million at the end of 2022, marking a growth of 8.9%[22]. - Cash and cash equivalents at the end of the period were $19.4 million, an increase from $17.8 million at the end of June 2022[24]. - The balance of treasury stock increased to $(242.3) million as of June 30, 2023, from $(221.8) million at the end of 2022[29]. - The current expected credit loss (CECL) reserve balance was $17.8 million, an increase from $15.9 million at the end of 2022, with provisions charged to expense amounting to $7.7 million for the first half of 2023[36]. Cash Flow and Expenditures - Net cash used in operating activities was $(31.3) million, compared to $(6.4) million in the same period of 2022, indicating a significant increase in cash outflow[24]. - Capital expenditures for the six months ended June 30, 2023, were $(23.8) million, slightly down from $(24.8) million in 2022[24]. - The company reported a net cash provided by financing activities of $30.0 million, a turnaround from $(7.2) million in the prior year[24]. - The company repurchased 76,555 shares for $3.2 million at an average price of $41.50 per share during the six months ended June 30, 2023, with a remaining authorized amount of $121.1 million[76]. Segment Performance - The Company operates through four segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions, and Investment Companies – Compliance and Communications Management[80]. - Capital Markets – Software Solutions segment provides various software solutions, including Venue and ActiveDisclosure, to assist clients with compliance processes[81]. - Capital Markets - Compliance and Communications Management segment generated $122.9 million in sales for Q2 2023, down from $150.0 million in Q2 2022, representing a decline of 18.1%[86]. - The Investment Companies - Software Solutions segment reported net sales of $28.0 million for Q2 2023, an increase from $25.3 million in Q2 2022, representing a growth of about 11%[86]. - The Capital Markets - Compliance and Communications Management segment reported $217.0 million in sales for the six months ended June 30, 2023, down from $253.6 million in 2022, a decline of 14.5%[86]. Expenses and Costs - The cost of sales for tech-enabled services decreased to $37.0 million in Q2 2023 from $40.2 million in Q2 2022, a reduction of 8.0%[18]. - Selling, general and administrative expenses were $76.2 million in Q2 2023, slightly down from $77.4 million in Q2 2022, a decrease of 1.5%[18]. - The company recorded restructuring charges totaling $(2.2) million for the three months ended June 30, 2023, compared to $0.2 million in 2022, indicating a shift towards cost reduction measures[60]. - Share-based compensation expense increased to $11.0 million in 2023 from $9.5 million in 2022, reflecting a rise of 15.8%[24]. Market Outlook and Strategy - The company anticipates continued challenges in the market due to economic volatility and competitive pressures, impacting future performance[13]. - The management highlighted ongoing investments in new technologies and product development to enhance client offerings and market position[13]. - The company continues to invest in technology and software solutions to enhance compliance and communication services for capital markets and investment companies[81][83].

Financial Data and Key Metrics Changes - Total net sales for Q1 2023 were $198.6 million, a decrease of $12.4 million or 5.9% on a reported basis and 4.4% on an organic basis from Q1 2022 [19][28] - Non-GAAP adjusted EBITDA was $42.4 million, a decrease of $8.7 million or 17% from Q1 2022, with an adjusted EBITDA margin of 21.3%, down approximately 290 basis points from the previous year [42][28] - First quarter non-GAAP gross margin was 54.5%, approximately 140 basis points higher than Q1 2022, primarily driven by cost savings initiatives [20] Business Line Data and Key Metrics Changes - Capital Markets Software Solutions segment net sales were $43.7 million, an increase of 2.3% on an organic basis from Q1 2022, led by ActiveDisclosure, which grew approximately 6% [21][28] - Investment Companies Software Solutions segment net sales were $26.4 million, an increase of 6.4% on an organic basis, driven by growth in subscriptions [45][28] - Venue's net sales were down less than 1% despite a nearly 30% decline in the global M&A market, indicating resilience [33][22] Market Data and Key Metrics Changes - The IPO market remained sluggish with only 8 priced IPOs over $100 million in Q1 2023 compared to over 50 in Q1 2022 [63] - The M&A market was down nearly 30% year-over-year in Q1 2023, impacting capital markets transactional revenue [64][63] - Capital Markets transactional sales were down 20.2% compared to Q1 2022, reflecting the ongoing downturn in capital markets activity [19][63] Company Strategy and Development Direction - The company is focused on transforming into a digital-first organization, investing in software offerings and associated business processes to enhance client experience and operational efficiency [10][31] - The strategy includes a shift towards recurring revenue models, aiming for 55% to 60% of total net sales from software solutions by 2026 [31][28] - The company is well-positioned to leverage regulatory changes, such as tailored shareholder reports and the Financial Data Transparency Act, to drive future revenue growth [15][16] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging operating environment due to macroeconomic headwinds and market volatility, but expressed optimism about the resilience of the business [9][28] - There is cautious optimism regarding a modest pickup in transactional activity in Q2 2023, although the overall macroeconomic environment remains challenging [47][24] - Management expects to see revenue benefits from new regulations starting in 2024, with more substantial benefits in 2025 [16][15] Other Important Information - The company sold its investment in Mediant for $11.8 million, resulting in a pretax gain of $6.7 million [16] - Free cash flow in Q1 2023 was negative $62.1 million, flat compared to Q1 2022, with total debt at $234.8 million [46][28] - The company repurchased approximately 34,000 shares of common stock during the quarter for $1.3 million [46] Q&A Session Summary Question: Can you talk about the drivers behind the strong Q1 results despite headwinds? - Management noted a modest increase in transactional revenue in March and a stronger transactional environment in Q2 compared to the first two months of the year [50] Question: What are the expectations for free cash flow given increased spending on transformation? - Management refrained from providing full-year guidance, citing the unpredictability of transactional volume as a significant variable [75] Question: Can you quantify the potential benefit from tailored shareholder reports for the Investment Management segment? - Management indicated that the impact could be in the range of $10 million to $30 million on a full-year basis, with significant changes in filing requirements expected [53][76]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2023 Delaware 36-4829638 (State or other jurisdiction of incorporation or organization) 35 West Wacker Drive, Chicago, Illinois 60601 (Address of principal executive offices) (Zip code) (I.R.S. Employer Identification No.) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-37728 FORM 10-Q Donnelley Financial Solutions, Inc. ☒ QUA ...

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q4 2022 Earnings Conference Call February 21, 2023 9:00 AM ET Company Participants Michael Zhao - Head of IR Daniel N. Leib - President & Chief Executive Officer Dave Gardella - CFO Craig Clay - President, Global Capital Markets Conference Call Participants Stefanos Crist - CJS Securities Peter Heckmann - D.A. Davidson Raj Sharma - B. Riley Securities Operator Good morning. My name is Audra and I will be your conference operator today. At this time, I would li ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-37728 Donnelley Financial Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 36-4829638 (State or other jurisdiction ...

Financial Data and Key Metrics Changes - The company reported third quarter net sales of $188.7 million, a decrease of $59 million or 23.8% from the same quarter in 2021 [43] - Adjusted EBITDA for the third quarter was $45.3 million, a decrease of $37.2 million or 45.1% from the third quarter of 2021, with an adjusted EBITDA margin of 24%, down approximately 930 basis points from the previous year [50][52] - Non-GAAP gross margin was 55.5%, approximately 690 basis points lower than the third quarter of 2021, primarily due to lower sales volume and an unfavorable business mix [48] Business Line Data and Key Metrics Changes - Software Solutions net sales for the quarter were $69.5 million, a slight increase of 0.3%, with recurring compliance offerings showing positive sales momentum [44] - ActiveDisclosure grew 10.6% in the quarter, marking the seventh consecutive quarter of double-digit sales growth, while Arc Suite net sales grew 11.8% driven by subscription revenue growth [45][66] - Venue sales were down 11.4% year-over-year due to a weak capital markets transaction environment, although it grew sequentially from the second quarter [26][28] Market Data and Key Metrics Changes - The capital markets transactional environment saw a nearly 50% reduction in transactional revenue compared to the previous year, with IPO activity down more than 90% year-over-year [8][34] - The M&A market was down more than 30% year-over-year, with very few large deals being completed [34][59] - The company noted that the IPO market was largely frozen, with only five priced IPOs over $100 million taking place on US exchanges compared to 150 in the same quarter last year [59] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to achieve 55% to 60% of revenue from software solutions by 2026 [12][13] - Cost management actions have been taken to optimize the cost structure, including downsizing print production and reducing the global real estate footprint [14][15] - The company is well-positioned to leverage its software offerings and domain expertise to address market needs related to future regulatory changes [25] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging operating environment but expressed confidence in the company's strong market position and client relationships to support future capital markets transactional needs [35][85] - The company expects market volatility to continue impacting the capital markets transactions environment in the near term, with fourth quarter net sales guidance in the range of $170 million to $190 million [77][78] - Management remains optimistic about the opportunities ahead to generate increased value for customers, employees, and shareholders [85] Other Important Information - Free cash flow in the quarter was $68.7 million, a decrease of $31.7 million compared to the third quarter of 2021, reflecting lower adjusted EBITDA and additional capital expenditures [73] - The company repurchased approximately one million shares of common stock during the third quarter for $32.3 million [76] - The company was recognized as a great place to work and named to Newsweek's list of the 2022 Top 100 most loved workplaces in America [37][38] Q&A Session Summary Question: Was the shortfall in the quarter primarily related to transactions? - Management confirmed that the shortfall was substantially driven by transactional revenue declines [88] Question: How can the company maintain margins in the mid-20s range going forward? - Management indicated that maintaining margins will involve disciplined cost management, shifting sales mix towards software, and exiting lower-margin print work [90][91] Question: What are the cash flow expectations for Q4? - Management expects cash flow to be similar to last year's level, with lower tax and interest payments offsetting lower EBITDA [93] Question: What was the impact of foreign exchange in the quarter? - The foreign exchange impact was small, with reported sales down 23.8% and organic sales down about 23% [96] Question: How does the company view the new SEC rule on tailored fund reports? - Management believes the new rule aligns with their existing tech-enabled solutions and will not significantly impact print revenue [100][101] Question: How did the company perform compared to the overall industry in transactions? - Management noted that the company performed better than the market, with a robust pipeline of IPOs and M&A despite the overall decline [106]

Financial Performance - Total net sales for the three months ended September 30, 2022, were $247.7 million, a decrease from $760.5 million for the nine months ended September 30, 2021[17]. - Net earnings for the three months ended September 30, 2022, were $42.2 million, compared to $120.3 million for the nine months ended September 30, 2021[17]. - The company reported a comprehensive income of $18.0 million for the three months ended September 30, 2022, down from $122.1 million for the same period in 2021[19]. - Net earnings for the nine months ended September 30, 2022, were $91.6 million, a decrease of 23.9% compared to $120.3 million for the same period in 2021[27]. - Total net sales for the nine months ended September 30, 2022, were $665.9 million, compared to $394.6 million for the same period in 2021, representing a 68.7% increase[54]. - Total operating segments for the nine months ended September 30, 2022, reported net sales of $665.9 million, compared to $760.5 million for the same period in 2021, a decrease of approximately 12.4%[106]. - Income from operations for the nine months ended September 30, 2022, was $127.9 million, down from $177.9 million in the same period of 2021, reflecting a decline of about 28.1%[106]. Expenses and Costs - The cost of sales for tech-enabled services was $39.6 million for the three months ended September 30, 2021, compared to $113.2 million for the nine months ended September 30, 2021[17]. - Selling, general and administrative expenses were $77.0 million for the three months ended September 30, 2021, down from $225.6 million for the nine months ended September 30, 2021[17]. - The company reported a total cost of sales of $93.1 million for the three months ended September 30, 2022, compared to $320.9 million for the nine months ended September 30, 2021, indicating a reduction of 71.0%[17]. - Income from operations for the three months ended September 30, 2022, was $26.7 million, down from $65.0 million in the same period of 2021, reflecting a decrease of about 58.9%[104]. - Depreciation and amortization increased to $33.6 million from $29.9 million year-over-year, reflecting a rise of 22.8%[27]. Assets and Liabilities - Total assets decreased to $850.8 million as of September 30, 2022, down from $883.3 million at December 31, 2021, representing a decline of approximately 3.0%[23]. - Long-term debt increased to $191.7 million as of September 30, 2022, compared to $124.0 million at December 31, 2021, indicating a rise of 54.5%[23]. - Total liabilities rose to $519.3 million, up from $506.3 million at the end of 2021, marking an increase of 2.9%[23]. - The company’s total assets held for sale included land with a carrying value of $2.6 million, with an agreement to sell for $13.0 million[45]. Cash Flow and Investments - Cash and cash equivalents significantly decreased to $10.8 million at the end of the period, down from $54.5 million at the beginning of the year, reflecting a decline of 80.2%[27]. - The company reported a net cash provided by operating activities of $76.9 million for the nine months ended September 30, 2022, down from $103.2 million in the prior year, a decrease of 25.4%[27]. - Net cash used in investing activities was $39.4 million, compared to $27.3 million in the prior year, indicating a 44.4% increase[27]. - Net cash used in financing activities increased to $83.6 million from $27.5 million, reflecting a significant rise of 203.6%[27]. Shareholder Actions - The company repurchased treasury shares amounting to $150.0 million during the period, compared to $26.5 million in the previous year[27]. - The company repurchased 959,579 shares for $32.3 million at an average price of $33.72 per share during the three months ended September 30, 2022[91]. - The total remaining authorized amount for stock repurchases as of September 30, 2022, was $137.9 million[91]. - The company’s stock repurchase program has been extended through December 31, 2023, with a total remaining repurchase authorization of $150 million[88]. Future Outlook - The company anticipates continued challenges due to the volatility of the global economy and financial markets affecting transactional volume[12]. - The company is focused on maintaining client referrals and attracting additional clients to support future growth[12]. - The company anticipates ongoing demand for its software solutions and services as clients prepare for regulatory changes and compliance requirements[11]. Segment Performance - DFIN's software solutions segment generated $69.3 million in net sales for the three months ended September 30, 2021, compared to $196.2 million for the nine months ended September 30, 2021[17]. - Capital Markets - Compliance and Communications Management segment generated net sales of $83.3 million in Q3 2022, compared to $142.5 million in Q3 2021, indicating a decline of approximately 41.5%[104]. - Investment Companies - Software Solutions segment reported net sales of $23.7 million for Q3 2022, down from $21.2 million in Q3 2021, showing an increase of about 11.8%[104]. - The Investment Companies segment offers software solutions and services to mutual fund companies and other investment entities to ensure compliance with SEC regulations[100].

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q2 2022 Earnings Conference Call August 3, 2022 9:00 AM ET Company Participants Michael Zhao - Head, IR Daniel Leib - President and CEO David Gardella - CFO Craig Clay - President, Global Capital Markets Eric Johnson - President, Global Investment Companies Conference Call Participants Charles Strauzer - CJS Securities, Inc. Pete Heckmann - D.A. Davidson Raj Sharma - B. Riley Securities Operator Good morning. My name is Joseph and I'll be your conference opera ...