Donnelley Financial Solutions Inc

Donnelley Financial Solutions, Inc. and subsidiaries (“DFIN” or the “Company”) has made forward-looking statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company. These statements may include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance. These forward-looking statements are subject to a number of important factors, including those factors discussed in detail in Part I, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024 (the “Annual Report”), in addition to those discussed elsewhere in this Quarterly Report, that could cause the Company’s actual results to differ materially from those indicated in any such forward-looking statements. These factors include, but are not limited to:

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the volatility of the global economy and financial markets, and its impact on transactional volume;

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failure to offer high quality customer support and services;

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the retention of existing, and continued attraction of additional clients;

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failure to maintain the confidentiality, integrity and availability of systems, software and solutions as a result of a material breach of security or other performance issues;

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the growth of new technologies and changes in client demands, to which the Company may not be able to adequately adapt;

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the Company’s inability to maintain client referrals;

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the competitive market for the Company’s products, clients’ budgetary constraints and industry fragmentation affecting prices;

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the ability to gain client acceptance of the Company’s new products and technologies;

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failure of disaster recovery and business continuity plans to adequately respond to a material disruptive event;

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undetected errors or failures found in the Company’s services and products could tie-up customer support resources or delay market acceptance of the Company’s services and products;

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the retention of existing, and continued attraction of key employees, including management;

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failure to properly use and protect client and employee information and data;

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the effect of availability, quality, security or other performance issues of any of the Company’s or third-party systems or services;

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factors that affect client demand, including changes in economic conditions and national or international regulations;

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the Company’s ability to access debt and the capital markets due to adverse credit market conditions;

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the effect of increasing costs of providing healthcare and other benefits to employees;

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changes in the availability or costs of key materials (such as ink and paper);

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failure to protect the Company’s proprietary technology;

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ability to maintain the Company’s brands and reputation;

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funding obligations arising from multiemployer pension plans obligations of the Company’s former affiliates;

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the effects of operating in international markets, including fluctuations in currency exchange rates;

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the effect of economic and political conditions, including global health crises and geopolitical instability, on a regional, national or international basis.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

Consequently, readers of the Quarterly Report should consider these forward-looking statements only as the Company’s current plans, estimates and beliefs. Except to the extent required by law, the Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company undertakes no obligation to update or revise any forward-looking statements in this Quarterly Report to reflect any new events or any change in conditions or circumstances other than to the extent required by law.

Condensed Consolidated Statements of Operations

(in millions, except per share data)

(a)

Exclusive of depreciation and amortization

Condensed Consolidated Statements of Comprehensive Income