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This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN. July 2026 Investor Presentation © 2026 DFIN. All rights reservedDFINsolutions.com
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1 Forward Looking Statements and Use of Non-GAAP Financial Measures USE OF FORWARD-LOOKING STATEMENTS This presentation includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of DFIN and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about DFIN management’s beliefs and expectations, are forward-looking statements. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While DFIN believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond DFIN’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from DFIN’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in DFIN periodic public filings with the SEC, including but not limited to those discussed under “Special Note Regarding Forward-Looking Statements” and in Part I, Item 1A. Risk Factors of DFIN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, those discussed under “Special Note Regarding Forward-Looking Statements” in DFIN’s Quarterly Reports on Form 10-Q and in other investor communications of DFIN’s from time to time. DFIN does not undertake to 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 statement or to reflect the occurrence of anticipated or unanticipated events. NON-GAAP FINANCIAL INFORMATION This presentation contains certain non-GAAP financial measures, including non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP selling, general and administrative expenses (“SG&A”), adjusted non- GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non- GAAP effective tax rate, adjusted non-GAAP net earnings, adjusted non-GAAP earnings per diluted share, Free Cash Flow and organic net sales. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. The Company’s non-GAAP statement of operations measures, which include non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP SG&A, adjusted non-GAAP income from operations, adjusted non- GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non-GAAP effective tax rate, adjusted non-GAAP net earnings and adjusted non-GAAP net earnings per diluted share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company’s pension plan settlement charge, non-income tax, net, accelerated rent (benefit) expense, share-based compensation expense and eliminate potential differences in results of operations between periods caused by factors such as historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges, net and gain or loss on certain investments, business sales and asset sales. Free Cash Flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company’s ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity. Organic net sales is a non-GAAP financial measure and is defined by the Company as reported net sales adjusted for the changes in foreign currency exchange rates and the impact of dispositions. These non-GAAP financial measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. Reconciliations of GAAP to non-GAAP measures can be found in the appendix
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2 #3 Virtual Data Room Software (Venue) #1 SEC Filing Agent for Corporations 200+ Fortune 500 Clients in 2025 #1 SEC Filing Agent for Fund Companies #2 Compliance Filing Software (ActiveDisclosure) 500+ Industry Experts Worldwide DFIN Is a Leader in Assisting Companies with Their Regulatory Reporting Requirements DFIN’s portfolio of software solutions and staff of regulatory experts assist corporations and money managers with the creation, formatting, filing, and distribution of required SEC compliance documents. DFIN’s clients utilize its solutions for ongoing compliance needs and for capital markets transactional activities such as IPOs, debt issuances, and M&A. #1 Content Management Software (Arc Suite) ~80% Of the top 50 global fund complexes work with DFIN DFIN’s offerings are essential for recurring regulatory compliance needs and capital markets transactions (IPOs and M&A) Market leading brand Growing suite of software solutions Strong base of Recurring/Reoccurring revenue Market leading transactional business Improving revenue mix & strong free cash flow Award-winning culture
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3 Capital Markets Q2 2026 TTM • Software Solutions: ActiveDisclosure is a SaaS-based product utilized by corporate clients who wish to manage their own SEC filings using purpose-built financial reporting software. Venue data room is a secure storage and collaboration platform largely utilized in capital market transactions (IPO, debt & M&A) by investment banks, law firms and company deal teams. • Compliance & Communications Management: The company assists corporate clients in compiling, formatting, filing, and distributing documents related to ongoing regulatory requirements (10-Ks, 10-Qs, 8-Ks and Proxies). The company also provides these services to private and public companies undergoing IPOs, secondaries, debt issuances, and M&A transactions. Print products are provided to clients on an as-needed basis. We Provide a Comprehensive Suite of Offerings in Each of Our Segments Investment Companies Q2 2026 TTM • Software Solutions: Arc Suite offers a complete end-to-end suite of global software solutions to help our clients manage their front, middle and back-office functions via integrated workflow tools that simplify the creation, management and distribution of their financial regulatory compliance. Arc Suite consists of five industry leading products: ArcReporting, ArcPro, ArcRegulatory, ArcDigital, and ArcFlex. • Compliance & Communications Management: The company assists mutual funds, hedge and alternative investment funds, and insurance companies in creating, formatting, and filing SEC required registration forms and subsequent ongoing disclosures. The company also assists with the creation and physical/digital distribution of marketing documents. Print products are provided to clients on an as-needed basis. Business Unit Services Provided Net Sales $541M EBITDA1 $196M Margin 36% Net Sales $237M EBITDA1 $90M Margin 38% 1 Segment Adjusted EBITDA does not include certain unallocated Corporate expenses; Q2 2026 TTM unallocated Corporate Adjusted E BITDA was ($37.4M)
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4 1 Market data as of 7.28.26 Growing Software Sales $373 million of software sales in Q2 2026 TTM, expected to grow at a double-digit rate annually Shifting Revenue Mix Growth of high-margin software solutions is offsetting declining low-margin print & distribution Strong Free Cash Flow Robust EBITDA margin and modest Capex drives strong free cash flow Shareholder Focused Focused execution and disciplined capital allocation. Repurchasing shares & reducing debt. Divesting non-core assets. Attractive Valuation1 EV / Q2 2026 TTM EBITDA: 6.1x, with 0.7 turn of net leverage Leading Market Positions #1, #2 or #3 share position in each of our end markets with strong client adoption of our products and services Key Investment Highlights Reconciliations of GAAP to non-GAAP measures can be found in the appendix
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5 Proven Track Record of Strong Performance1 Post-Spin Total Revenue and Revenue Mix 14% 22% 27% 33% 37% 42% 47% 48% 47% 46% 52% 46% 42% 41% 39% 38% 39% 32% 21% 21% 21% 17% 14% 14% 2016 2020 2021 2022 2023 2024 2025 Q226 TTM Software Solutions Tech-enabled Services Print & Distribution 161.1 173.4 294.8 218.3 207.4 217.3 239.8 248.2 16.4% 19.4% 29.7% 26.2% 26.0% 27.8% 31.3% 31.9% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 50 100 150 200 250 300 350 2016 2020 2021 2022 2023 2024 2025 Q226 TTMAdj. EBITDA Adj. EBITDA Margin % +1,550 bps 550.8 156.9 69.5 135.0 101.4 67.4 146.8 178.7 3.4x 0.9x 0.2x 0.6x 0.5x 0.3x 0.6x 0.7x 0.0x 2.0x 4.0x 6.0x 0 100 200 300 400 500 600 2016 2020 2021 2022 2023 2024 2025 Q226 TTMNet Debt Leverage Ratio -2.7x Recurring and Reoccurring Revenue Profile Profitability Debt & Leverage Business transformation and mix shift driving positive financial and operational performance 993.3983.5 777.5894.5 $ millions $ millions $ millions 1. Results are as reported; includes a) separation and standalone costs upon 2016 spin and b) results of Language Solutions busi ness prior to July 2018 disposition 2. Includes total software solutions, capital markets compliance, and investment companies compliance 3. Includes capital markets transactional and investment companies transactional Reconciliations of GAAP to non-GAAP measures can be found in the appendix 69% 67% 58% 71% 75% 76% 76% 75% 31% 33% 42% 29% 25% 24% 24% 25% 2016 2020 2021 2022 2023 2024 2025 Q226 TTMRecurring & Reoccurring Event-Driven 2 3 767.0833.6 797.2 781.9
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6 Segment Overview 1 CAGR excluding the EdgarOnline and eBrevia dispositions. EdgarOnline was sold in Q4 of 2022, eBrevia was sold in Q4 of 2023. On a reported basis, CAGR was ~12% from 2020 to 2025 2 Removes $130 million of print and distribution revenue from the impact of SEC Rules 30e- 3 and 498A which took place in 2021 and 2022; disclosed in 8K filed February 21, 2023 3 Segment Adjusted EBITDA does not include certain unallocated Corporate expenses; Q2 2026 TTM unallocated Corporate Adjusted E BITDA was ($37.4M) Capital Markets Investment Companies Software Solutions Compliance & Communications Management Software Solutions Compliance & Communications Management Revenue Type(s) Software Solutions Tech-enabledServices Print & Distribution Software Solutions Tech-enabledServices Print & Distribution Key Offerings Venue ActiveDisclosure SEC Transactional Filings SEC Compliance Filings Proxy Solutions Arc Suite SEC Compliance Filings Shareholder Communications Proxy Solutions Q2 2026 TTM Net Sales $243M $298M $129M $107M 2020-2025 Net Sales CAGR +13%1 -7% +14% -16% as-reported -4% pro forma2 Q2 2026 TTM EBITDA3 $82M $114M $51M $39M Q2 2026 TTM EBITDA Margin3 34% 38% 39% 36% Reconciliations of GAAP to non-GAAP measures can be found in the appendix
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7 Q2 2026 TTM Company Revenue Mix by TypeCapitalization Financial Snapshot $ in millions, except per share amounts Attractive Valuation: EV / Q2 2026 TTM EBITDA of 6.1x Q2 2026 TTM Financials $M Valuation Multiple1 Revenue $777.5 1.9x EBITDA $248.2 6.1x Free Cash Flow $152.3 8.7x Net Debt / EBITDA 0.7x Share Price (7.28.26) $52.61 Diluted Shares Outstanding (Q2 2026) 25.3 Market Capitalization $1,331.0 Net Debt (6.30.26) $178.7 Enterprise Value $1,509.7 Recurring / Reoccurring Event-Driven Total Revenue CM Software Solutions $243M $ - $243M IC Software Solutions $129M $ - $129M Total Software Solutions $373M $ - $373M CM-CCM $109M $189M $298M IC-CCM $99M $8M $107M Total CCM $208M $197M $405M Total DFIN $581M $197M $778M CM -Capital Markets IC -Investment Companies CCM - Compliance & Communication Management Within CCM segments, transactional revenues are designated as Event-Driven; compliance and other revenues are designated as recurring/reoccurring Reconciliations of GAAP to non-GAAP measures can be found in the appendix 1 Free Cash Flow multiple derived from Market Capitalization Totals may not foot due to rounding
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8 Valuation Framework – Sum of the Parts View Capital Markets Investment Companies Software Venue Leading data room provider Revenue / EBITDA multiple Comp: Intralinks (SS&C) & Datasite ActiveDisclosure Recurring SaaS-based product Revenue multiple Comp: Workiva Compliance / Transactions Mature with strong market share EBITDA multiple Comp: Toppan Merrill & Broadridge Software Arc Suite Recurring SaaS-based product Revenue / EBITDA multiple Comp: Confluence & FilePoint Compliance / Transactions Mature with strong market share EBITDA multiple Comp: Toppan Merrill & Broadridge Description MethodologyBusiness
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9 Q2 2026 TTM Revenue Mix Capital Markets Business Unit Overview Leading provider of solutions to public and private companies subject to SEC reporting requirements • #1 SEC filer in the U.S. • Specialized proxy offering and advisory for public companies • Revenue from compliance documents is recurring in nature • Revenue from transactional activity is less predictable but highly profitable; business relationships create opportunities for compliance offerings Software provides solutions for clients to file SEC documents, manage transaction processes • ActiveDisclosure is a SaaS-based product utilized by corporate clients who wish to manage SEC filings using purpose-built financial reporting software • Venue is virtual data room solution used to securely organize, manage and distribute confidential information Compliance revenues within Software and Compliance and Communications Management segments are highly recurring in nature Q2 2026 TTM EBITDA Breakout Recurring/Reoccurring $109 20% Event-Driven $189 35% Total CCM $298 55% Recurring/Reoccurring $243 45% Event-Driven - - Total Software $243 45% Total $541 100% CCM = Compliance and Communications Management CCM $114 58% Software Solutions $82 42% Total $196 100% ($ in millions) ($ in millions) Totals may not foot due to rounding
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10 Investment Companies Business Unit Overview Leading provider of regulatory disclosure and shareholder communications for mutual funds, alternative investment funds, investment-insurance companies. • Number one filer for investment companies’ regulatory documents, such as monthly, annual, and semi- annual statements disclosing holdings, performance, & fees • Revenue is highly recurring; long-term contracts with very high customer retention DFIN’s Arc Suite offers a complete end-to-end set of global software solutions to help our clients manage their front, middle, and back-office functions via integrated workflow tools that simplify the creation, management and distribution of their financial regulatory compliance. • ArcReporting technology purpose-built to produce Tailored Shareholder Reports along with annual, semi-annual, ad hoc and quarterly reports for registered investment companies, private equity, hedge and alternative investment reporting • ArcPro offers intuitive, cloud-based workflow tools and managerial dashboards to streamline the review and approval process for prospectus building and a wide range of other regulatory communications and ESG / SFDR disclosures • ArcRegulatory primarily serves EMEA PRIIPS and MiFID II reporting requirements and further evolves DFIN’s regulatory book of record (RBOR) concept • ArcDigital originally launched in 2020 as a software solution with our Total Compliance Management offering (TCM), a holistic approach to providing a customized audit-traceable and centralized compliance program for SEC Rules 30e-3 and 498A that also includes DFIN's eDelivery and web hosting solutions • ArcFlex is designed to meet the financial and regulatory reporting needs of investment companies focused on alternative investments Attractive recurring software and service model Q2 2026 TTM Revenue Mix Q2 2026 TTM EBITDA Breakout Recurring/Reoccurring $99 42% Event-Driven $8 4% Total CCM $107 45% Recurring/Reoccurring $129 55% Event-Driven - - Total Software $129 55% Total $237 100% CCM = Compliance and Communications Management CCM $39 43% Software Solutions $51 57% Total $90 100% ($ in millions) ($ in millions) Totals may not foot due to rounding
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11 Transactional revenue is event-driven in nature and high margin transactional business has historically impacted EBITDA Ongoing business transformation has resulted in strong EBITDA margin performance despite recent transactional market softness $293M $272M $290M $250M $282M $405M $237M $185M $176M $174M $189M $9M $18M $9M $13M $14M $11M $9M $16M $10M $8M $8M $302M $289M $299M $263M $296M $416M $246M $202M $187M $181M $197M $0M $50M $100M $150M $200M $250M $300M $350M $400M $450M 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Q2 TTM Capital Markets Transactional Revenue Investment Companies Transactional Revenue Historical Event-Driven Revenue – Capital Markets and Investment Companies Totals may not foot due to rounding Consolidated DFIN EBITDA Margin1 1 Consolidated DFIN on an as reported basis; includes a) separation and standalone costs upon 2016 spin and b) results of Language Solutions business prior to July 2018 disposition 2016-2025 Average: $268M Median: $276M Range: $181M - $416M 16.4% 26.2%29.7%19.4%15.7%16.1%17.0% 26.0% 27.8% Reconciliations of GAAP to non-GAAP measures can be found in the appendix 31.9%31.3%
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12 DFIN’s Software Revenue Growth and Profitability $136M $157M $178M $189M $200M $270M $280M $293M $330M $358M $373M 44.9% 46.2% 53.1% 61.0% 59.4% 62.9% 67.4% 68.9% 69.6% 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Q2 TTM Software Revenue and Gross Margins % 1 CAGR excluding EdgarOnline which was sold in Q4 2022. On a reported basis, CAGR was ~11% from 2016 to 2025 2 Software solutions gross margins are based on reported net sales and cost of sales and do not include depreciation and amorti zation expense. Software solutions were not reported separately prior to 2018 2 2016 – 2025 ~13% CAGR1 Strong track record of software sales growth and gross margin expansion $144M $129M Q2 2026 TTM Revenue $99M Totals may not foot due to rounding
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13 $101M $100M $87M $63M $59M $58M $57M $71M $62M $54M $53M $264M $284M $209M $182M $233M $357M $240M $209M $200M $186M $186M $80M $88M $106M $165M $166M $184M $222M $247M $260M 37.1% 38.2% 39.0% 38.0% 44.6% 58.4% 55.6% 58.2% 61.9% 63.4% 64.2% 30% 35% 40% 45% 50% 55% 60% 65% 70% $0M $100M $200M $300M $400M $500M $600M 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Q2 TTM Print and distribution Tech-enabled services Software solutions Total Gross Margin % Delivering Strong and Expanding Gross Margin Gross profit benefiting from mix shift and impact of permanent cost reductions 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q226 TTM Non-GAAP Gross Profit $365M $384M $376M $332M $399M $580M $463M $464M $484M $487M $499M Total Cost of Sales $619M $621M $587M $542M $496M $413M $370M $333M $298M $280M $278M Total Headcount2 3,600 3,400 3,100 2,900 2,350 2,185 2,150 1,900 1,800 1,750 ~1,745 1 Non-GAAP Gross Profit and Non-GAAP Gross Margin exclude depreciation and amortization, which are shown as a separate line item on the Company’s Statements of Operations 2 2016 and 2017 include ~400 headcount associated with the Language Solutions business, which was sold in 2018 Non-GAAP Gross Profit and Non-GAAP Gross Margin % 1 Totals may not foot due to rounding Reconciliations of GAAP to non-GAAP measures can be found in the appendix
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14 Efficient Capital Structure • Debt instruments are 100% variable, comprised of Term Loan A ($107.8 million outstanding at 6/30/2026) and $300 million revolver ($202.1 million available for use at 6/30/2026) Share Buybacks • From 2020 to 2025, repurchased 11.8 million shares for $448.8 million at an average price of $37.92 per share Asset Divestitures • $161 million in cash generated from asset sales since 2016 • Divested non-strategic assets: Language Solutions, EdgarOnline and eBrevia Shrinking Cost Base • Aggressively reducing cost and improving bottom line performance • Traditional print 100% outsourced to vendor network, driving a more efficient variable cost structure Reduced leverage • Utilized strong free cash flow and proceeds from assets sales to pay down debt • Reduced non-GAAP net leverage from 3.4x at year-end 2016 to 0.7x as of 6/30/2026 Strong Balance Sheet and Financial Flexibility to Execute Business Strategy Strong Track-Record of Shareholder Friendly Activity • $150 million share repurchase program in place, expiring December 31, 20271 • Cash balance of $25.3 million at 6/30/2026 1 Commenced on April 17, 2026; $125.4 million remaining as of June 30, 2026
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15 1. Capital Expenditures • Expect capital spending of ~$60 million per year (on average) from 2024 to 2028 • Spending to be higher in the near term, then moderate over time • Substantially all Capex is related to software development and the supporting technologies 2. Share Repurchases • Share repurchase authorization up to $150 million in place expiring December 31, 20271 • Opportunistically repurchase shares based on valuation and alternative uses of cash 3. Manage Leverage & Liquidity • 6/30/2026 net leverage of 0.7x; maintain financial flexibility to invest in the strategy 4. M&A and Partnerships • Continue to maintain historical disciplined approach to M&A • Opportunities to accelerate strategic transformation at appropriate returns; potentially replaces a portion of capital spending 5. Dividend • Last priority for use of cash Financial flexibility and strong cash generation provide a range of capital deployment options Capital Deployment Priorities Going Forward 1 Commenced on April 17, 2026; $125.4 million remaining as of June 30, 2026
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16 Total Sales Growth Pro forma3,4 -3.0% CAGR +0.3% CAGR Low-single-digit • Sales mix continues to evolve • Recurring/Reoccurring revenue growth more than offsets flat event-driven revenue, driving consolidated sales growth • Mid-single-digit secular decline in print & distribution Total Software Solutions Sales Growth 4 13.6% CAGR Mid-teens • Software revenue represents ~60% of total 2028E revenue • Growth driven by increased adoption, pricing opportunities, new regulations, and expansion into new markets and use cases for recurring compliance software • Subset of traditional services (compliance and transactions activities) migrate to SaaS over time Recurring/Reoccurring Sales Growth Pro forma3,4 -0.4% CAGR +5.0% CAGR Mid-single-digit • Low- to mid-teens growth across compliance software products (ActiveDisclosure and ArcSuite); shift of compliance revenue from traditional services to SaaS • Venue expected to grow in the mid- to high-single-digits • Traditional compliance down low-single-digit driven by shift to SaaS Non-GAAP Adj. EBITDA Margin5 Increase from 19% to 31% 30%+ • Mix shift, growing software offerings, and productivity driving margin expansion • EBITDA margins expand over time as software solutions become a greater proportion of total revenue • EBITDA margin greater than 30% Annual Capital Spending $ 6 as a % of Total Sales / Software Sales6 ~$52 million ~6% / ~18% ~$60 million ~7% / ~14% • Vast majority of Capex is for software development and underlying technologies • Projected spending is higher on a dollar basis but decreasing as a percentage of Software Solutions sales vs. historical spending Free Cash Flow Conversion % 7 ~47% ~45% • Expect to convert EBITDA to FCF at a ~45% rate on a cumulative basis from 2024 to 2028 • Expect to generate more than $500 million in free cash from 2024 to 2028 Summary of Long-Term Financial Projections Long-Term Projection2 Commentary Reconciliations of GAAP to non-GAAP measures can be found in the appendix 1 From 2020 to 2025 Results are as reported 2 Long-term sales growth projections represent 2023 to 2028 projected CAGR 3 Removes $130 million of print and distribution revenue from the impact of SEC Rules 30e- 3 and 498A which took place in 2021 and 2022; disclosed in 8K filed February 21, 2023 4 Excludes EdgarOnline and eBrevia which were sold in Q4 2022 and Q4 2023, respectively 5 Historical Non-GAAP adjusted EBITDA margin from 2020 to 2025 6 Historical capital spending is average annual capital spending from 2020 to 2025; capital spending as a % of net sales is cumulative capital spend from 2020-2025 as percentage of cumulative Net Sales from 2020- 2025 and software sales from 2020-2025 7 Historical Free Cash Flow/EBITDA conversion % represents cumulative Free Cash Flow from 2020 to 2025 as percentage of cumulative Adjusted EBITDA from 2020 to 2025 Historical1
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17 Second-Quarter 2026 Overview Fourth-Quarter 2023 Overview
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18 Capital Markets – Segment Highlights Investment Companies – Segment Highlights Business HighlightsFinancial Highlights Second-Quarter 2026 Highlights • Consolidated net sales of $224.2 million, an increase of 2.8% from Q2 2025 • Record Software Solutions net sales of $99.4 million, an increase of 7.8% from Q2 2025; Software Solutions net sales accounted for 44.3% of total net sales, up from 42.3% in Q2 2025 • Adjusted EBITDA of $82.3 million, an increase of $6.0 million or 7.9% from Q2 2025; Q2 2026 Adjusted EBITDA margin of 36.7%, up 170 basis points from Q2 of 2025 • Free Cash Flow of $61.2 million, an improvement of $9.5 million from Q2 2025 • Launched AI-powered iXBRL tagging capabilities, enhancing the speed, consistency, and efficiency of select SEC filings • Appointed Ken Napolitano as Chief Revenue Officer to advance the Company’s sales transformation and support its long-term growth strategy • Repurchased approximately 763,500 shares of common stock during Q2 2026 for $34.7 million, at an average price of $45.48 per share • ActiveDisclosure sales growth of approximately 29%, driven by continued subscription sales growth and an increase in IPO filings taking place on the platform • Venue sales up approximately 1% from Q2 2025 and up 14% sequentially from Q1 2026 • Transactional sales net sales of $47.3 million, up approximately 36% YoY, driven by a strong rebound in IPO and M&A activities compared to the second quarter of 2025 • Arc Suite sales of $33.7 million, an increase of 1.8% from Q2 2025, driven by higher subscription revenue • Software segment Adjusted EBITDA margin of 43.3%, an improvement of 40 basis points compared to the second quarter of 2025 Reconciliations of GAAP to non-GAAP measures can be found in the appendix
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19 Tech- Enabled Services 39% Print and Distribution 19% Software Solutions 42% $218.1 $224.2 7.2 5.0 (6.1) $200 $210 $220 $230 $240 Q225A Net Sales Software Solutions Tech-Enabled Services Print and Distribution Q226A Net Sales Net Sales Mix Second-Quarter 2026 Net Sales Summary Net sales summary $ millions (as reported) Q2 2025 Q2 2026 % Change Software Solutions $92.2 $99.4 7.8% Tech-Enabled Services 85.2 90.2 5.9% Print and Distribution 40.7 34.6 (15.0%) Total Net Sales $218.1 $224.2 2.8% Software Solutions includes: Venue, Arc Suite, ActiveDisclosure Tech-Enabled Services includes: Document composition, iXBRL tagging and Fulfillment Print and Distribution includes:Printing, Materials and Postage/Freight $ millions (as reported) Net Sales Summary Supplemental Net Sales Detail Q2 2025 Q2 2026 $218.1 218.1 224.7 227.1 224.2 $224.2 6.6 2.4 0.6 (3.5) $200 $210 $220 $230 $240 Q225A Net Sales CM-SS CM-CCM IC-SS IC-CCM Q226A Net Sales Tech- Enabled Services 40% Print and Distribution 16% Software Solutions 44% 1 Net Organic Sales change removes the year -over-year impact of changes in foreign exchange rates
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20 Free Cash Flow Considerations • Cash interest: variable interest rate subject to external rate environment • Capital spending: we expect annual Capex of ~$60 million (on average) 2024 – 2028 as we invest in accelerating our business transformation • Cash restructuring: expected to be in a range of $5 to $10 million over the next few years as we continue to rationalize our cost structure • Controllable working capital: will track with sales and sales mix Q2 2025 2026 $76.3 $82.3 (3.7) (3.6) (17.8) (14.2) (2.6) (0.4) (0.5) (0.4) 16.7 11.0 $68.4 $74.7 (16.7) (13.5) $51.7 $61.2 - - $51.7 $61.2 Recurring free cash flow $ millions FY 2024 2025 Non-GAAP Adjusted EBITDA $217.3 $239.8 Cash interest (13.3) (11.6) Cash taxes (40.8) (24.6) Cash restructuring (5.8) (5.7) Pension contributions (1.9) (1.8) Working capital & other 15.6 (19.9) Operating Cash Flow (adjusted) $171.1 $176.2 Capital Spending (65.9) (57.1) Free Cash Flow (adjusted) $105.2 $119.1 Pension settlement cash contribution - (11.3) Free Cash Flow (reported) $105.2 $107.8 Second-Quarter 2026 Cash Flow Summary Reconciliations of GAAP to non-GAAP measures can be found in the appendix Totals in schedule may not foot due to rounding
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21 Supplemental Trending Schedules Supplemental Trending Schedules
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22 Capital Markets Trending Schedule 1. Due to the impact of new business segmentation introduced in 2020, annual reported and organic year -over-year growth rates on a product -level are not available 2. Includes eBrevia and EdgarOnline. EdgarOnline was sold in Q4 of 2022, eBrevia was sold in Q4 of 2023. 3. Refer to Appendix for GAAP to non-GAAP reconciliations 4. Net Organic Sales change removes the year-over-year impact of changes in foreign exchange rates, the impact of the 2022 disposit ion of EdgarOnline, and the impact of the 2023 disposition of eBrevia 5. Includes ActiveDisclosure and File 16 software net sales; File 16 has been integrated into ActiveDisclosure offering Totals in schedule may not foot due to rounding 2023 2024 2025 2026 Q2 2026 $M USD Annual Annual Annual Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 TTM Software Solutions Net Sales: Venue 70.8$ 72.3$ 105.3 98.9 23.5$ 27.4$ 27.9$ 30.5$ 109.4$ 33.7$ 37.7$ 35.3$ 31.2$ 138.1$ 30.6$ 37.3$ 36.3$ 37.4$ 141.7$ 32.8$ 37.5$ 144.0$ A ctive Disclosure5 45.0 50.3 64.8 71.3 19.0 19.4 17.5 16.8 72.7 19.3 19.6 18.0 18.8 75.5 21.3 21.8 22.7 22.6 88.3 25.8 28.2 99.3 All other software solutions 2 10.9 10.6 10.9 10.0 1.2 0.9 1.1 0.7 3.8 - - - - - - - - - - - - - Total Software Solutions Net Sales 126.7$ 133.2$ 181.0$ 180.2$ 43.7$ 47.7$ 46.5$ 48.0$ 185.9$ 53.0$ 57.3$ 53.3$ 50.0$ 213.6$ 51.9$ 59.1$ 59.0$ 60.0$ 230.0$ 58.6$ 65.7$ 243.3$ Venue growth % NA 2% 46% -6% -1% 9% 9% 26% 11% 43% 38% 27% 2% 26% -9% -1% 3% 20% 3% 7% 1% 7% ActiveDisclosure and File 16 growth % NA 12% 29% 10% 2% 6% 1% -2% 2% 2% 1% 3% 12% 4% 11% 11% 26% 20% 17% 21% 29% 24% All other software solutions growth % NA -3% 3% -8% -50% -68% -61% -65% -62% -100% -100% -100% -100% -100% NA NA NA NA NA NA NA NA Total Software Solutions growth % 6% 5% 36% 0% -2% 3% 2% 11% 3% 21% 20% 15% 4% 15% -2% 3% 11% 20% 8% 13% 11% 14% Net Organic Sales change % 4 NA 5% 35% 1% 2% 7% 4% 12% 6% 24% 22% 17% 6% 17% -2% 3% 10% 20% 8% 12% 11% 13% Non-GAAP Adj. EBITDA3 23.6$ 26.5$ 46.5$ 38.3$ 7.4$ 13.2$ 11.9$ 12.7$ 45.2$ 15.8$ 21.2$ 13.2$ 13.3$ 63.5$ 13.9$ 22.4$ 20.6$ 18.1$ 75.0$ 19.2$ 23.7$ 81.6$ Non-GAAP Adj. EBITDA Margin % 3 19% 20% 26% 21% 17% 28% 26% 26% 24% 30% 37% 25% 27% 30% 27% 38% 35% 30% 33% 33% 36% 34% Compliance & Communications Management (CCM) Net Sales: Transactional 249.9$ 281.7$ 404.5$ 237.1$ 40.9$ 45.5$ 49.1$ 49.6$ 185.2$ 48.0$ 45.2$ 45.3$ 37.7$ 176.2$ 48.6$ 34.8$ 41.8$ 48.6$ 173.7$ 50.8$ 47.3$ 188.5$ Compliance 139.8 142.3 157.0 173.2 53.2 77.4 21.0 18.7 170.3 43.1 68.6 18.2 15.5 145.5 35.3 58.7 15.4 13.1 122.5 32.0 48.6 109.1 Total CCM Net Sales 389.7$ 424.0$ 561.5$ 410.3$ 94.1$ 122.9$ 70.1$ 68.3$ 355.4$ 91.1$ 113.8$ 63.5$ 53.3$ 321.7$ 83.9$ 93.5$ 57.2$ 61.6$ 296.2$ 82.8$ 95.9$ 297.5$ Transactional growth % NA 13% 44% -41% -20% -38% -15% -9% -22% 17% -1% -8% -24% -5% 1% -23% -8% 29% -1% 5% 36% 13% Compliance growth % NA 2% 10% 10% 2% 1% -17% -2% -2% -19% -11% -13% -17% -15% -18% -14% -15% -15% -16% -9% -17% -15% Total CCM growth % -11% 9% 32% -27% -9% -18% -16% -7% -13% -3% -7% -9% -22% -9% -8% -18% -10% 16% -8% -1% 3% 1% Net Organic Sales change % 4 NA 9% 32% -26% -8% -18% -16% -7% -13% -3% -7% -9% -22% -9% -8% -18% -10% 15% -8% -2% 3% 1% Supplemental Net Sales Breakout Tech-enabl ed servi ces 269.0$ 314.4$ 443.1$ 305.1$ 60.7$ 84.0$ 60.7$ 59.5$ 264.9$ 66.0$ 81.3$ 55.6$ 47.1$ 250.0$ 59.8$ 65.6$ 51.3$ 54.9$ 231.6$ 53.3$ 71.5$ 231.0$ Print and Distribution 120.7 109.6 118.4 105.2 33.4 38.9 9.4 8.8 90.5 25.1 32.5 7.9 6.2 71.7 24.1 27.9 5.9 6.7 64.6 29.5 24.4 66.5 Total CCM Net Sales 389.7$ 424.0$ 561.5$ 410.3$ 94.1$ 122.9$ 70.1$ 68.3$ 355.4$ 91.1$ 113.8$ 63.5$ 53.3$ 321.7$ 83.9$ 93.5$ 57.2$ 61.6$ 296.2$ 82.8$ 95.9$ 297.5$ Tech-enabled services growth % -7% 17% 41% -31% -15% -24% -9% 6% -13% 9% -3% -8% -21% -6% -9% -19% -8% 17% -7% -11% 9% 1% Print and distribution growth % -20% -9% 8% -11% 3% -1% -43% -49% -14% -25% -16% -16% -30% -21% -4% -14% -25% 8% -10% 22% -13% 1% Total CCM growth % -11% 9% 32% -27% -9% -18% -16% -7% -13% -3% -7% -9% -22% -9% -8% -18% -10% 16% -8% -1% 3% 1% Non-GAAP Adj. EBITDA3 107.6$ 156.8$ 251.6$ 141.4$ 26.9$ 44.9$ 26.6$ 21.0$ 119.4$ 31.4$ 45.8$ 20.1$ 13.6$ 110.9$ 36.7$ 36.8$ 19.6$ 20.7$ 113.8$ 33.7$ 40.2$ 114.2$ Non-GAAP Adj. EBITDA Margin % 3 28% 37% 45% 34% 29% 37% 38% 31% 34% 34% 40% 32% 26% 34% 44% 39% 34% 34% 38% 41% 42% 38% Total Capital Markets Total Capital Markets Net Sales 516.4$ 557.2$ 742.5$ 590.5$ 137.8$ 170.6$ 116.6$ 116.3$ 541.3$ 144.1$ 171.1$ 116.8$ 103.3$ 535.3$ 135.8$ 152.6$ 116.2$ 121.6$ 526.2$ 141.4$ 161.6$ 540.8$ Total Capital Markets growth % -8% 8% 33% -20% -7% -13% -10% 0% -8% 5% 0% 0% -11% -1% -6% -11% -1% 18% -2% 4% 6% 6% Non-GAAP Adj. EBITDA3 131.2$ 183.3$ 298.1$ 179.7$ 34.3$ 58.1$ 38.5$ 33.7$ 164.6$ 47.2$ 67.0$ 33.3$ 26.9$ 174.4$ 50.6$ 59.2$ 40.2$ 38.8$ 188.8$ 52.9$ 63.9$ 195.8$ Non-GAAP Adj. EBITDA Margin % 3 25% 33% 40% 30% 25% 34% 33% 29% 30% 33% 39% 29% 26% 33% 37% 39% 35% 32% 36% 37% 40% 36% 20222019 1 2020 2021
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23 Investment Companies Trending Schedule Totals in schedule may not foot due to rounding 1. Due to the impact of new business segmentation introduced in 2020, annual reported and organic year -over-year growth rates on a product -level are not available 2. n/a 3. Refer to Appendix for GAAP to non-GAAP reconciliations 4. Net Organic Sales change removes the year-over-year impact of changes in foreign exchange rates 2023 2024 2025 2026 Q2 2026 $M USD Annual Annual Annual Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 TTM Software Solutions Net Sales: Arc Suite 62.6$ 67.0$ 89.0$ 99.4$ 26.4$ 28.0$ 26.7$ 25.7$ 106.8$ 27.3$ 28.3$ 28.9$ 31.6$ 116.1$ 32.7$ 33.1$ 31.7$ 30.9$ 128.4$ 33.1$ 33.7$ 129.4$ Total Software Solutions growth % 6% 7% 33% 12% 5% 11% 13% 2% 7% 3% 1% 8% 23% 9% 20% 17% 10% -2% 11% 1% 2% 2% Net Organic Sales change % 4 NA 7% 32% 13% 6% 11% 11% 1% 7% 3% 1% 8% 23% 9% 20% 16% 9% -3% 10% 0% 2% 2% Non-GAAP Adj. EBITDA3 5.5$ 14.4$ 21.3$ 34.1$ 8.2$ 10.7$ 9.9$ 8.1$ 36.9$ 8.0$ 11.1$ 8.9$ 11.7$ 39.7$ 12.8$ 14.2$ 11.6$ 11.7$ 50.3$ 13.1$ 14.6$ 51.0$ Non-GAAP Adj. EBITDA Margin % 3 9% 21% 24% 34% 31% 38% 37% 32% 35% 29% 39% 31% 37% 34% 39% 43% 37% 38% 39% 40% 43% 39% Compliance & Communications Management (CCM) Net Sales: Transactional 12.7$ 13.8$ 11.4$ 8.8$ 1.7$ 1.9$ 3.3$ 9.5$ 16.4$ 1.3$ 3.9$ 3.2$ 1.9$ 10.3$ 2.3$ 1.7$ 2.3$ 1.3$ 7.6$ 1.9$ 2.9$ 8.4$ Compliance and Other 2 283.0 256.5 150.4 134.9 32.7 41.6 33.4 25.0 132.7 30.7 39.4 30.6 19.5 120.2 30.3 30.7 25.1 18.7 104.8 29.1 26.0 98.9 Total CCM net sales 295.7$ 270.3$ 161.8$ 143.7$ 34.4$ 43.5$ 36.7$ 34.5$ 149.1$ 32.0$ 43.3$ 33.8$ 21.4$ 130.5$ 32.6$ 32.4$ 27.4$ 20.0$ 112.4$ 31.0$ 28.9$ 107.3$ Transactional growth % NA 9% -17% -23% -19% -14% 74% 265% 86% -24% 105% -3% -80% -37% 77% -56% -28% -32% -26% -17% 71% -8% Compliance growth % NA -9% -41% -10% -8% -2% -2% 9% -2% -6% -5% -8% -22% -9% -1% -22% -18% -4% -13% -4% -15% -11% Total CCM growth % -2% -9% -40% -11% -9% -2% 2% 35% 4% -7% 0% -8% -38% -12% 2% -25% -19% -7% -14% -5% -11% -11% Net Organic Sales change % 4 NA -9% -40% -11% -9% -2% 2% 35% 4% -7% 0% -8% -38% -12% 2% -25% -19% -7% -14% -5% -11% -11% Supplemental Net Sales Breakout Tech-enabl ed servi ces 95.7$ 94.8$ 76.4$ 75.8$ 17.7$ 20.5$ 19.7$ 14.1$ 72.0$ 16.9$ 20.9$ 19.6$ 13.4$ 70.8$ 16.7$ 19.6$ 17.3$ 13.1$ 66.7$ 16.8$ 18.7$ 65.9$ Print and distribution 200.0 175.5 85.4 67.9 16.7 23.0 17.0 20.4 77.1 15.1 22.4 14.2 8.0 59.7 15.9 12.8 10.1 6.9 45.7 14.2 10.2 41.4 Total CCM Net Sales 295.7$ 270.3$ 161.8$ 143.7$ 34.4$ 43.5$ 36.7$ 34.5$ 149.1$ 32.0$ 43.3$ 33.8$ 21.4$ 130.5$ 32.6$ 32.4$ 27.4$ 20.0$ 112.4$ 31.0$ 28.9$ 107.3$ Tech-enabled services growth % -12% -1% -19% -1% -14% -8% -4% 16% -5% -5% 2% -1% -5% -2% -1% -6% -12% -2% -6% 1% -5% -5% Print and distribution growth % 3% -12% -51% -20% -2% 4% 11% 52% 14% -10% -3% -16% -61% -23% 5% -43% -29% -14% -23% -11% -20% -19% Total CCM growth % -2% -9% -40% -11% -9% -2% 2% 35% 4% -7% 0% -8% -38% -12% 2% -25% -19% -7% -14% -5% -11% -11% Non-GAAP Adj. EBITDA3 20.6$ 16.0$ 21.0$ 41.8$ 9.4$ 17.1$ 12.5$ 10.4$ 49.4$ 8.2$ 18.3$ 10.2$ 4.8$ 41.5$ 12.2$ 12.6$ 9.5$ 5.3$ 39.6$ 12.1$ 11.9$ 38.8$ Non-GAAP Adj. EBITDA Margin % 3 7% 6% 13% 29% 27% 39% 34% 30% 33% 26% 42% 30% 22% 32% 37% 39% 35% 27% 35% 39% 41% 36% Total Investment Companies Total Investment Companies Net Sales 358.3$ 337.3$ 250.8$ 243.1$ 60.8$ 71.5$ 63.4$ 60.2$ 255.9$ 59.3$ 71.6$ 62.7$ 53.0$ 246.6$ 65.3$ 65.5$ 59.1$ 50.9$ 240.8$ 64.1$ 62.6$ 236.7$ Total Investment Companies growth % -1% -6% -26% -3% -3% 2% 6% 18% 5% -2% 0% -1% -12% -4% 10% -9% -6% -4% -2% -2% -4% -4% Non-GAAP Adj. EBITDA3 26.1$ 30.4$ 42.3$ 75.9$ 17.6$ 27.8$ 22.4$ 18.5$ 86.3$ 16.2$ 29.4$ 19.1$ 16.5$ 81.2$ 25.0$ 26.8$ 21.1$ 17.0$ 89.9$ 25.2$ 26.5$ 89.8$ Non-GAAP Adj. EBITDA Margin % 3 7% 9% 17% 31% 29% 39% 35% 31% 34% 27% 41% 30% 31% 33% 38% 41% 36% 33% 37% 39% 42% 38% 20222019 1 2020 2021
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24 Consolidated DFIN Trending Schedule Totals in schedule may not foot due to rounding $100 $150 $200 $250 $300 $350 $400 $450 $500 $550 Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Q122 Q222 Q322 Q422 Q123 Q223 Q323 Q423 Q124 Q224 Q324 Q424 Q125 Q225 Q325 Q425 Q126 Q226 $M USD Software solutions Tech-enabled services Print and distribution Trailing 4-Quarter Net Sales Q226 Trailing 4-Quarter % of Net Sales Software Solutions 48% Tech-enabled services 38% Print and distribution 14% 1. Due to the impact of new business segmentation introduced in 2020, annual reported and organic year -over-year growth rates on a product -level are not available 2. Includes eBrevia and EdgarOnline. EdgarOnline was sold in Q4 of 2022, eBrevia was sold in Q4 of 2023. 3. Refer to Appendix for GAAP to non-GAAP reconciliations 4. Net Organic Sales change removes the year-over-year impact of changes in foreign exchange rates, the impact of the 2022 disposit ion of EdgarOnline, and the impact of the 2023 disposition of eBrevia 5. Includes unallocated Corporate segment EBITDA 2023 2024 2025 2026 Q2 2026 $M USD Annual Annual Annual Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 Q3 Q4 Annual Q1 Q2 TTM Consolidated DFIN Net Sales: Software Solutions 189.3$ 200.2$ 270.0$ 279.6$ 70.1$ 75.7$ 73.2$ 73.7$ 292.7$ 80.3$ 85.6$ 82.2$ 81.6$ 329.7$ 84.6$ 92.2$ 90.7$ 90.9$ 358.4$ 91.7$ 99.4$ 372.7$ Total Software Solutions growth % 6% 6% 35% 4% 0% 6% 5% 7% 5% 15% 13% 12% 11% 13% 5% 8% 10% 11% 9% 8% 8% 9% Net Organic Software Sales Change % 4 NA NA NA 5% 4% 8% 7% 8% 7% 16% 14% 14% 12% 14% 6% 7% 10% 11% 8% 8% 8% 9% Tech-Enabl ed Servi ces 364.7$ 409.2$ 519.5$ 380.9$ 78.4$ 104.5$ 80.4$ 73.6$ 336.9$ 82.9$ 102.2$ 75.2$ 60.5$ 320.8$ 76.5$ 85.2$ 68.6$ 68.0$ 298.3$ 70.1$ 90.2$ 296.9$ Tech-Enabled Services growth % NA 12% 27% -27% -15% -22% -8% 7% -12% 6% -2% -6% -18% -5% -8% -17% -9% 12% -7% -8% 6% 0% Print and Distribution 320.7$ 285.1$ 203.8$ 173.1$ 50.1$ 61.9$ 26.4$ 29.2$ 167.6$ 40.2$ 54.9$ 22.1$ 14.2$ 131.4$ 40.0$ 40.7$ 16.0$ 13.6$ 110.3$ 43.7$ 34.6$ 107.9$ Print and Distribution growth % NA -11% -29% -15% 1% 1% -17% -4% -3% -20% -11% -16% -51% -22% 0% -26% -28% -4% -16% 9% -15% -8% Consolidated Net Sales 874.7$ 894.5$ 993.3$ 833.6$ 198.6$ 242.1$ 180.0$ 176.5$ 797.2$ 203.4$ 242.7$ 179.5$ 156.3$ 781.9$ 201.1$ 218.1$ 175.3$ 172.5$ 767.0$ 205.5$ 224.2$ 777.5$ Consolidated Net Sales growth % NA 2% 11% -16% -6% -9% -5% 5% -4% 2% 0% 0% -11% -2% -1% -10% -2% 10% -2% 2% 3% 3% Net Organic Sales Change % 4 NA 2% 10% -15% -4% -8% -4% 5% -4% 3% 1% 0% -11% -1% -1% -10% -3% 10% -2% 2% 3% 3% Consolidated Non-GAAP Adj. EBITDA2,3 137.0$ 173.4$ 294.8$ 218.3$ 42.4$ 74.3$ 49.4$ 41.3$ 207.4$ 55.2$ 87.2$ 43.2$ 31.7$ 217.3$ 68.2$ 76.3$ 49.5$ 45.8$ 239.8$ 70.6$ 82.3$ 248.2$ Non-GAAP Adj. EBITDA Margin % 2,3 16% 19% 30% 26% 21% 31% 27% 23% 26% 27% 36% 24% 20% 28% 34% 35% 28% 27% 31% 34% 37% 32% Non-GAAP Adj. EBITDA Growth% 2,3 NA 27% 70% -26% -17% -10% 9% 5% -5% 30% 17% -13% -23% 5% 24% -13% 15% 44% 10% 4% 8% 13% 20222019 1 2020 2021
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25 Supplemental Software Metrics Definitions Subscription Net Sales - ActiveDisclosure Revenue from software as a service (SaaS) subscriptions related to platform fees and XBRL packages from ActiveDisclosure clients; includes revenue related to service package and fact-tagging package subscriptions. Revenue from service and fact-tagging packages are recognized as consumed, which can fluctuate period-to-period based on usage. Other Net Sales - ActiveDisclosure Revenue primarily related to ad hoc support, professional services, partnerships, and transactional use cases Annualized Recurring Revenue (ARR) Annualized value of total subscription-based revenue under contract; inclusive of service package subscriptions under contract Gross Revenue Retention Rate (GRR) Percent of beginning ARR retained over a 12-month period. Calculated as of the final month of the reporting period. Net Revenue Retention Rate (NRR) Percent of beginning ARR retained, when incorporating expansions, add-ons, and upsells, over a 12-month period; excludes the impact of new clients. Calculated as of the final month of the reporting period. Subscription Net Sales - Arc Suite Revenue from software as a service (SaaS) subscriptions related to platform fees from Arc Suite clients; includes a variable component which can fluctuate period-to-period based on usage Other Net Sales - Arc Suite Revenue primarily related to ad hoc support, professional services, and implementation 2023 2024 2025 2026 $M USD Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 ActiveDisclosure Net Sales: Subscription Net Sales 14.1$ 14.2$ 14.0$ 13.7$ 14.6$ 15.0$ 16.0$ 15.6$ 16.3$ 16.0$ 17.7$ 17.5$ 18.2$ 18.4$ Other Net Sal es 4.9 5.2 3.5 3.1 4.7 4.6 2.0 3.2 5.0 5.8 5.0 5.1 7.6 9.8 Total Net Sal es 19.0$ 19.4$ 17.5$ 16.8$ 19.3$ 19.6$ 18.0$ 18.8$ 21.3$ 21.8$ 22.7$ 22.6$ 25.8$ 28.2$ Subscription Net Sales growth % NA NA NA NA 4% 5% 14% 14% 11% 7% 11% 12% 12% 15% Other Net Sales growth % NA NA NA NA -4% -11% -43% 2% 7% 25% 150% 60% 52% 69% Total Net Sales growth % 2% 6% 1% -2% 2% 1% 3% 12% 11% 11% 26% 20% 21% 29% ActiveDisclosure Metrics: Annualized Recurring Revenue (ARR) 55.0$ 54.2$ 54.7$ 56.5$ 57.5$ 60.3$ 61.7$ 63.3$ 65.3$ 65.7$ 68.4$ 71.0$ 75.2$ 77.3$ Gross Revenue Retenti on Rate (GRR) NA NA NA NA 89% 91% 93% 92% 88% 86% 85% 85% 86% 88% Net Revenue Retenti on Rate (NRR) NA NA NA NA 90% 93% 95% 96% 93% 93% 95% 95% 98% 100% Annualized Recurring Revenue (ARR) growth % NA NA NA NA 5% 11% 13% 12% 13% 9% 11% 12% 15% 18% Arc Suite Net Sales: Subscription Net Sales 22.4$ 23.9$ 23.5$ 22.0$ 24.5$ 23.7$ 25.5$ 27.8$ 29.1$ 28.6$ 28.3$ 27.7$ 29.0$ 29.6$ Other Net Sal es 4.0 4.1 3.2 3.7 2.8 4.6 3.4 3.8 3.6 4.5 3.4 3.2 4.1 4.1 Total Net Sal es 26.4$ 28.0$ 26.7$ 25.7$ 27.3$ 28.3$ 28.9$ 31.6$ 32.7$ 33.1$ 31.7$ 30.9$ 33.1$ 33.7$ Subscription Net Sales growth % NA NA NA NA 9% -1% 9% 26% 19% 21% 11% 0% 0% 3% Other Net Sales growth % NA NA NA NA -30% 12% 6% 3% 29% -2% 0% -16% 14% -9% Total Net Sales growth % 5% 11% 13% 2% 3% 1% 8% 23% 20% 17% 10% -2% 1% 2%
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26 Appendix Appendix
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27 GAAP To Non-GAAP Reconciliations Reconciliation of Net E arnings (Loss) to Adjusted E BIT DA (Unaudited) 2019 2020 2021 Annual Annual Annual Annual Annual Annual Annual Net earnings (loss) 37.6$ (25.9)$ 145.9$ 102.5$ 82.2$ 92.4$ 32.4$ Adjustments Restructuring, impairment and other charges, net 13.6 79.2 13.6 7.7 9.8 6.6 10.4 Share-based compensation expense 8.9 13.6 19.5 19.3 22.5 25.2 31.4 Gain on sales of long-lived assets, net (19.2) — (0.7) (0.2) (0.8) (9.8) (0.5) Non-income tax, net — 5.2 (1.6) (0.9) (0.9) (1.1) (0.3) Gain on investments in equity securities, net (13.6) — (0.4) (0.5) (7.0) (0.4) (0.1) Loss (gain) on sale of a business 4.0 — — 0.7 6.1 (0.4) — Accelerated rent expense (benefit) — 2.2 — 0.8 3.7 — (1.6) Disposition-related expenses — — 0.1 0.3 — — COVID-19 related expense (recoveries), net — 0.5 (1.0) (0.5) — — — LS C multiemployer pension plans obligation — 19.0 5.4 — — — — eBrevia contingent consideration — (0.8) — — — — — Pension plan settlement charge 3.9 — — — — — 82.8 Acquisition-related expenses 0.1 — — — — — — Investor-related expenses 1.5 — — — — — — Depreciation and amortization 49.6 50.9 40.3 46.3 56.7 60.2 59.3 Interest expense, net 38.1 22.8 26.6 9.2 15.8 12.9 12.9 Investment and other (income) loss, net (2.0) (1.7) (4.7) (3.0) (0.8) (1.0) 2.4 Income tax expense (benefit) 14.5 8.4 51.9 36.8 19.8 32.7 10.7 Total Non-GAAP adjustments 99.4 199.3 148.9 115.8 125.2 124.9 207.4 Adjusted E BIT DA 137.0$ 173.4$ 294.8$ 218.3$ 207.4$ 217.3$ 239.8$ Net sales 874.7$ 894.5$ 993.3$ 833.6$ 797.2$ 781.9$ 767.0$ Adjusted E BIT DA margin % 15.7% 19.4% 29.7% 26.2% 26.0% 27.8% 31.3% Supplementary Non-GAAP Information (Unaudited) Net cash provided by (used in) operating activities 54.5$ 154.2$ 180.0$ 150.2$ 124.0$ 171.1$ 164.9$ Less: Capital expenditures 44.8 31.1 42.3 54.2 61.8 65.9 57.1 Fre e C as h Fl ow 9.7$ 123.1$ 137.7$ 96.0$ 62.2$ 105.2$ 107.8$ 2022 2023 2024 2025
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28 GAAP To Non-GAAP Reconciliations Reconciliation of Net E arnings (Loss) to Adjusted E BIT DA (Unaudited) Q1 Q1 Net earnings (loss) 31.0$ 33.5$ Adjustments Restructuring, impairment and other charges, net 2.9 0.7 Share-based compensation expense 6.0 6.4 G ain on sales of long-lived assets, net (0.5) — Non-income tax, net (0.1) — Gain on investments in equity securities, net — — Loss (gain) on sale of a business — — Accelerated rent expense (benefit) — — Disposition-related expenses — — COVID-19 related expense (recoveries), net — — LS C multiemployer pension plans obligation — — eBrevia contingent consideration — — Pension plan settlement charge — — Acquisition-related expenses — — Investor-related expenses — — Depreciation and amortization 14.1 15.0 Interest expense, net 3.1 2.8 Investment and other (income) loss, net 0.5 0.3 Income tax expense (benefit) 11.2 11.9 Total Non-GAAP adjustments 37.2 37.1 Adjusted E BIT DA 68.2$ 70.6$ Net sales 201.1$ 205.5$ Adjusted E BIT DA margin % 33.9% 34.4% Supplementary Non-GAAP Information (Unaudited) Net cash provided by (used in) operating activities (37.7)$ (5.6)$ Less: Capital expenditures 13.3 10.4 Fre e C as h Fl ow (51.0)$ (16.0)$ 2025 2026 Reconciliation of Net E arnings (Loss) to Adjusted E BIT DA (Unaudited) Q2 Q2 Net earnings (loss) 36.1$ 36.4$ Adjustments Restructuring, impairment and other charges, net 1.0 2.3 Share-based compensation expense 7.5 9.3 Gain on sales of long-lived assets, net — — Non-income tax, net (0.1) (0.3) Gain on investments in equity securities, net (0.1) — Loss (gain) on sale of a business — — Accelerated rent expense (benefit) — — Disposition-related expenses — — COVID-19 related expense (recoveries), net — — LSC multiemployer pension plans obligation — — eBrevia contingent consideration — — Pension plan settlement charge — — Acquisition-related expenses — — Investor-related expenses — — Depreciation and amortization 15.1 15.0 Interest expense, net 3.8 3.5 Investment and other (income) loss, net 0.4 0.4 Income tax expense (benefit) 12.6 15.7 Total Non-G AAP adjustments 40.2 45.9 Adjusted E BIT DA 76.3$ 82.3$ Net sales 218.1$ 224.2$ Adjusted E BIT DA margin % 35.0% 36.7% Supplementary Non-GAAP Information (Unaudited) Net cash provided by (used in) operating activities 68.4$ 74.7$ Less: Capital expenditures 16.7 13.5 Fre e C as h Fl ow 51.7$ 61.2$ 2025 2026
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29 GAAP To Non-GAAP Reconciliations Reconciliation of Net E arnings (Loss) to Adjusted E BIT DA (Unaudited) Q1 Q2 Q3 Q4 Annual Net earnings (loss) 31.0$ 36.1$ (40.9)$ 6.2$ 32.4$ Adjustments Restructuring, impairment and other charges, net 2.9 1.0 0.9 5.6 10.4 Share-based compensation expense 6.0 7.5 6.8 11.1 31.4 Gain on sales of long-lived assets, net (0.5) — — — (0.5) Non-income tax, net (0.1) (0.1) — (0.1) (0.3) Gain on investments in equity securities, net — (0.1) — — (0.1) Loss (gain) on sale of a business — — — — — Accelerated rent expense (benefit) — — (1.6) — (1.6) Disposition-related expenses — — — — — COVID-19 related expense (recoveries), net — — — — — LSC multiemployer pension plans obligation — — — — — eBrevia contingent consideration — — — — — Pension plan settlement charge — — 82.8 — 82.8 Acquisition-related expenses — — — — — Investor-related expenses — — — — — Depreciation and amortization 14.1 15.1 15.2 14.9 59.3 Interest expense, net 3.1 3.8 2.9 3.1 12.9 Investment and other (income) loss, net 0.5 0.4 0.4 1.1 2.4 Income tax expense (benefit) 11.2 12.6 (17.0) 3.9 10.7 Total Non-GAAP adjustments 37.2 40.2 90.4 39.6 207.4 Adjusted E BIT DA 68.2$ 76.3$ 49.5$ 45.8$ 239.8$ Net sales 201.1$ 218.1$ 175.3$ 172.5$ 767.0$ Adjusted E BIT DA margin % 33.9% 35.0% 28.2% 26.6% 31.3% Supplementary Non-GAAP Information (Unaudited) Net cash provided by (used in) operating activities (37.7)$ 68.4$ 74.4$ 59.8$ 164.9$ Less: Capital expenditures 13.3 16.7 15.2 11.9 57.1 Fre e C as h Fl ow (51.0)$ 51.7$ 59.2$ 47.9$ 107.8$ 2025
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30 GAAP To Non-GAAP Reconciliations Reconciliation of Net E arnings (Loss) to Adjusted E BIT DA (Unaudited) Q1 Q2 Q3 Q4 Annual Net earnings (loss) 33.3$ 44.1$ 8.7$ 6.3$ 92.4$ Adjustments Restructuring, impairment and other charges, net 1.8 1.3 1.4 2.1 6.6 Share-based compensation expense 5.1 7.4 6.7 6.0 25.2 G ain on sale of long-lived assets, net (9.8) — — — (9.8) Non-income tax, net (0.4) (0.3) (0.3) (0.1) (1.1) G ain on investments in equity securities, net (0.1) (0.3) — — (0.4) Loss (gain) on sale of a business — — — (0.4) (0.4) Accelerated rent expense — — — — — Disposition-related expenses — — — — — COVID-19 related expense (recoveries), net — — — — — LS C multiemployer pension plans obligation — — — — — eBrevia contingent consideration — — — — — Pension settlement charges — — — — — Acquisition-related expenses — — — — — Investor-related expenses — — — — — Depreciation and amortization 13.9 14.3 17.2 14.8 60.2 Interest expense, net 3.6 3.7 3.1 2.5 12.9 Investment and other income, net (0.3) (0.1) (0.3) (0.3) (1.0) Income tax expense (benefit) 8.1 17.1 6.7 0.8 32.7 Total Non-G AAP adjustments 21.9 43.1 34.5 25.4 124.9 Adjusted E BIT DA 55.2$ 87.2$ 43.2$ 31.7$ 217.3$ Net sales 203.4$ 242.7$ 179.5$ 156.3$ 781.9$ Adjusted E BIT DA margin % 27.1% 35.9% 24.1% 20.3% 27.8% Supplementary Non-GAAP Information (Unaudited) Net cash provided by (used in) operating activities (27.9)$ 56.2$ 86.4$ 56.4$ 171.1$ Less: Capital expenditures 12.3 19.4 19.1 15.1 65.9 Fre e C as h Fl ow (40.2)$ 36.8$ 67.3$ 41.3$ 105.2$ 2024
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31 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Six Months Ended June 30, 2025 (UNAUDITED) (in millions, except per share data) For the Three Months Ended June 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 124.3 $ 70.0 $ 52.8 24.2 % $ 36.1 $ 1.28 Exclude: Depreciation and amortization 14.6 Non-GAAP measures 138.9 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.0 0.5 % 0.8 0.03 Share-based compensation expense — (7.5 ) 7.5 3.4 % 5.4 0.19 Non-income tax, net — 0.1 (0.1 ) — (0.1 ) — Gain on investments in equity securities (b) — — — — (0.1 ) — Total Non-GAAP adjustments (c) — (7.4 ) 8.4 3.9 % 6.0 0.21 Adjusted Non-GAAP measures (c) $ 138.9 $ 62.6 $ 61.2 28.1 % $ 42.1 $ 1.49 Adjusted Non-GAAP % of total net sales 63.7 % 28.7 % For the Six Months Ended June 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 238.7 $ 135.8 $ 98.6 23.5 % $ 67.1 $ 2.33 Exclude: Depreciation and amortization 28.3 Non-GAAP measures 267.0 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.9 0.9 % 2.9 0.10 Share-based compensation expense — (13.5 ) 13.5 3.2 % 9.2 0.32 Gain on sale of long-lived assets — — (0.5 ) (0.1 %) (0.4 ) (0.01 ) Non-income tax, net — 0.2 (0.2 ) — (0.1 ) — Gain on investments in equity securities (b) — — — — (0.1 ) — Loss on debt extinguishment (d) — — — — 0.1 — Total Non-GAAP adjustments (c) — (13.3 ) 16.7 4.0 % 11.6 0.40 Adjusted Non-GAAP measures (c) $ 267.0 $ 122.5 $ 115.3 27.5 % $ 78.7 $ 2.73 Adjusted Non-GAAP % of total net sales 63.7 % 29.2 % __________ (a) Exclusive of depreciation and amortization. (b) Gain on investments in equity securities is included in investment and other loss, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. (c) Totals may not foot due to rounding. (d) Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Six Months Ended June 30, 2026 (UNAUDITED) (in millions, except per share data) For the Three Months Ended June 30, 2026 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 133.7 $ 74.7 $ 56.0 25.0 % $ 36.4 $ 1.44 Exclude: Depreciation and amortization 14.3 Non-GAAP measures 148.0 Non-GAAP % of total net sales 66.0 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 2.3 1.0 % 1.6 0.06 Share-based compensation expense — (9.3 ) 9.3 4.1 % 6.7 0.26 Non-income tax, net — 0.3 (0.3 ) (0.1 %) (0.2 ) (0.01 ) Total Non-GAAP adjustments (b) — (9.0 ) 11.3 5.0 % 8.1 0.32 Adjusted Non-GAAP measures (b) $ 148.0 $ 65.7 $ 67.3 30.0 % $ 44.5 $ 1.76 Adjusted Non-GAAP % of total net sales 66.0 % 29.3 % For the Six Months Ended June 30, 2026 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 251.0 $ 142.1 $ 104.5 24.3 % $ 69.9 $ 2.72 Exclude: Depreciation and amortization 28.6 Non-GAAP measures 279.6 Non-GAAP % of total net sales 65.1 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.0 0.7 % 2.1 0.08 Share-based compensation expense — (15.7 ) 15.7 3.7 % 11.0 0.43 Non-income tax, net — 0.3 (0.3 ) (0.1 %) (0.2 ) (0.01 ) Gain on investment in an equity security (c) — — — — (0.1 ) — Total Non-GAAP adjustments (b) — (15.4 ) 18.4 4.3 % 12.8 0.50 Adjusted Non-GAAP measures (b) $ 279.6 $ 126.7 $ 122.9 28.6 % $ 82.7 $ 3.22 Adjusted Non-GAAP % of total net sales 65.1 % 29.5 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. (c) Gain on investment in an equity security is included in investment and other loss, net on the Company’s Unaudited Condensed C onsolidated Statements of Operations.
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32 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three Months Ended March 31, 2026 and 2025 (UNAUDITED) (in millions, except per share data) For the Three Months Ended March 31, 2026 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 117.3 $ 67.4 $ 48.5 23.6 % $ 33.5 $ 1.27 Exclude: Depreciation and amortization 14.3 Non-GAAP measures 131.6 Non-GAAP % of total net sales 64.0 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 0.7 0.3 % 0.5 0.02 Share-based compensation expense — (6.4 ) 6.4 3.1 % 4.3 0.16 Gain on investment in an equity security (b) — — — — (0.1 ) — Total Non-GAAP adjustments (c) — (6.4 ) 7.1 3.5 % 4.7 0.18 Adjusted Non-GAAP measures (c) $ 131.6 $ 61.0 $ 55.6 27.1 % $ 38.2 $ 1.45 Adjusted Non-GAAP % of total net sales 64.0 % 29.7 % For the Three Months Ended March 31, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 114.4 $ 65.8 $ 45.8 22.8 % $ 31.0 $ 1.05 Exclude: Depreciation and amortization 13.7 Non-GAAP measures 128.1 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 2.9 1.4 % 2.1 0.07 Share-based compensation expense — (6.0 ) 6.0 3.0 % 3.8 0.13 Gain on sale of long-lived assets — — (0.5 ) (0.2 %) (0.4 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) — — — Loss on debt extinguishment (d) — — — — 0.1 — Total Non-GAAP adjustments (c) — (5.9 ) 8.3 4.1 % 5.6 0.19 Adjusted Non-GAAP measures (c) $ 128.1 $ 59.9 $ 54.1 26.9 % $ 36.6 $ 1.24 Adjusted Non-GAAP % of total net sales 63.7 % 29.8 % __________ (a) Exclusive of depreciation and amortization. (b) Gain on investment in an equity security is included in investment and other loss, net on the Company’s Unaudited Condensed C onsolidated Statements of Operations. (c) Totals may not foot due to rounding. (d) Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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33 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2025 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 95.0 $ 74.8 $ 14.3 8.3 % $ 6.2 $ 0.23 Exclude: Depreciation and amortization 14.6 Non-GAAP measures 109.6 Non-GAAP % of total net sales 63.5 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 5.6 3.2 % 4.2 0.16 Share-based compensation expense — (11.1 ) 11.1 6.4 % 8.6 0.32 Non-income tax, net — 0.1 (0.1 ) (0.1 %) (0.1 ) — Total Non-GAAP adjustments (b) — (11.0 ) 16.6 9.6 % 12.7 0.47 Adjusted Non-GAAP measures (b) $ 109.6 $ 63.8 $ 30.9 17.9 % $ 18.9 $ 0.70 Adjusted Non-GAAP % of total net sales 63.5 % 37.0 % For the Twelve Months Ended December 31, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 429.0 $ 277.9 $ 141.1 18.4 % $ 32.4 $ 1.15 Exclude: Depreciation and amortization 57.6 Non-GAAP measures 486.6 Non-GAAP % of total net sales 63.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 10.4 1.4 % 7.8 0.28 Share-based compensation expense — (31.4 ) 31.4 4.1 % 22.6 0.80 Pension plan settlement charge — — — — 60.3 2.14 Accelerated rent benefit — — (1.6 ) (0.2 %) (1.2 ) (0.04 ) Gain on sale of long-lived assets — — (0.5 ) (0.1 %) (0.4 ) (0.01 ) Non-income tax, net — 0.3 (0.3 ) 0.0 % (0.2 ) (0.01 ) Gain on investments in equity securities (c) — — — — (0.1 ) — Loss on debt extinguishment (d) — — — — 0.1 — Total non-GAAP adjustments (b) — (31.1 ) 39.4 5.1 % 88.9 3.15 Adjusted Non-GAAP measures (b) $ 486.6 $ 246.8 $ 180.5 23.5 % $ 121.3 $ 4.30 Adjusted Non-GAAP % of total net sales 63.4 % 32.2 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. (c) Gain on investments in equity securities is recorded within investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2024 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 79.3 $ 68.0 $ 9.3 6.0 % $ 6.3 $ 0.21 Exclude: Depreciation and amortization 14.4 Non-GAAP measures 93.7 Non-GAAP % of total net sales 59.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 2.1 1.3 % 1.7 0.06 Share-based compensation expense — (6.0 ) 6.0 3.8 % 4.4 0.15 Gain on sale of a business — — (0.4 ) (0.3 %) (0.3 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) (0.1 %) (0.1 ) — Total Non-GAAP adjustments (b) — (5.9 ) 7.6 4.9 % 5.7 0.19 Adjusted Non-GAAP measures (b) $ 93.7 $ 62.1 $ 16.9 10.8 % $ 12.0 $ 0.40 Adjusted Non-GAAP % of total net sales 59.9 % 39.7 % For the Twelve Months Ended December 31, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 425.8 $ 290.9 $ 136.6 17.5 % $ 92.4 $ 3.06 Exclude: Depreciation and amortization 58.2 Non-GAAP measures 484.0 Non-GAAP % of total net sales 61.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 6.6 0.8 % 5.0 0.17 Share-based compensation expense — (25.2 ) 25.2 3.2 % 14.8 0.49 Gain on sale of long-lived assets — — (9.8 ) (1.3 %) (7.0 ) (0.23 ) Non-income tax, net — 1.1 (1.1 ) (0.1 %) (0.7 ) (0.02 ) Gain on sale of a business — — (0.4 ) (0.1 %) (0.3 ) (0.01 ) Gain on investments in equity securities (c) — — — — (0.3 ) (0.01 ) Total non-GAAP adjustments (b) — (24.1 ) 20.5 2.6 % 11.5 0.38 Adjusted Non-GAAP measures (b) $ 484.0 $ 266.8 $ 157.1 20.1 % $ 103.9 $ 3.44 Adjusted Non-GAAP % of total net sales 61.9 % 34.1 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. Gain on investments in equity securities is recorded within investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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34 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Nine Months Ended September 30, 2024 (UNAUDITED) (in millions, except per share data) For the Three Months Ended September 30, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 94.1 $ 74.0 $ 18.2 10.1 % $ 8.7 $ 0.29 Exclude: Depreciation and amortization 16.7 Non-GAAP measures 110.8 Non-GAAP % of total net sales 61.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.4 0.8 % 1.0 0.03 Share-based compensation expense — (6.7 ) 6.7 3.7 % 4.7 0.16 Non-income tax, net — 0.3 (0.3 ) (0.2 %) (0.1 ) — Total Non-GAAP adjustments (b) — (6.4 ) 7.8 4.3 % 5.6 0.19 Adjusted Non-GAAP measures (b) $ 110.8 $ 67.6 $ 26.0 14.5 % $ 14.3 $ 0.48 Adjusted Non-GAAP % of total net sales 61.7 % 37.7 % For the Nine Months Ended September 30, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 346.5 $ 222.9 $ 127.3 20.3 % $ 86.1 $ 2.86 Exclude: Depreciation and amortization 43.8 Non-GAAP measures 390.3 Non-GAAP % of total net sales 62.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 4.5 0.7 % 3.3 0.11 Share-based compensation expense — (19.2 ) 19.2 3.1 % 10.4 0.35 Gain on sale of long-lived assets — — (9.8 ) (1.6 %) (7.0 ) (0.23 ) Non-income tax, net — 1.0 (1.0 ) (0.2 %) (0.6 ) (0.02 ) Gain on investments in equity securities (c) — — — — (0.3 ) (0.01 ) Total non-GAAP adjustments (b) — (18.2 ) 12.9 2.1 % 5.8 0.19 Adjusted Non-GAAP measures (b) $ 390.3 $ 204.7 $ 140.2 22.4 % $ 91.9 $ 3.05 Adjusted Non-GAAP % of total net sales 62.4 % 32.7 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding (c) Gain on investments in equity securities is included in investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Nine Months Ended September 30, 2025 (UNAUDITED) (in millions, except per share data) For the Three Months Ended September 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net (loss) earnings Net (loss) earnings per diluted share GAAP basis measures $ 95.3 $ 67.3 $ 28.2 16.1 % $ (40.9 ) $ (1.49 ) Exclude: Depreciation and amortization 14.7 Non-GAAP measures 110.0 Non-GAAP % of total net sales 62.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 0.9 0.5 % 0.7 0.03 Share-based compensation expense — (6.8 ) 6.8 3.9 % 4.8 0.18 Pension plan settlement charge — — — — 60.3 2.20 Accelerated rent benefit — — (1.6 ) (0.9 %) (1.2 ) (0.04 ) Total Non-GAAP adjustments (b) — (6.8 ) 6.1 3.5 % 64.6 2.35 Adjusted Non-GAAP measures (b) $ 110.0 $ 60.5 $ 34.3 19.6 % $ 23.7 $ 0.86 Adjusted Non-GAAP % of total net sales 62.7 % 34.5 % For the Nine Months Ended September 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 334.0 $ 203.1 $ 126.8 21.3 % $ 26.2 $ 0.92 Exclude: Depreciation and amortization 43.0 Non-GAAP measures 377.0 Non-GAAP % of total net sales 63.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 4.8 0.8 % 3.6 0.13 Share-based compensation expense — (20.3 ) 20.3 3.4 % 14.0 0.49 Pension plan settlement charge — — — — 60.3 2.12 Accelerated rent benefit — — (1.6 ) (0.3 %) (1.2 ) (0.04 ) Gain on sale of long-lived assets — — (0.5 ) (0.1 %) (0.4 ) (0.01 ) Non-income tax, net — 0.2 (0.2 ) — (0.1 ) — Gain on investments in equity securities (c) — — — — (0.1 ) — Loss on debt extinguishment (d) — — — — 0.1 — Total non-GAAP adjustments (b) — (20.1 ) 22.8 3.8 % 76.2 2.67 Adjusted Non-GAAP measures (b) $ 377.0 $ 183.0 $ 149.6 25.2 % $ 102.4 $ 3.59 Adjusted Non-GAAP % of total net sales 63.4 % 30.8 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. (c) Gain on investments in equity securities is included in investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. (d) Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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35 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Six Months Ended June 30, 2025 (UNAUDITED) (in millions, except per share data) For the Three Months Ended June 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 124.3 $ 70.0 $ 52.8 24.2 % $ 36.1 $ 1.28 Exclude: Depreciation and amortization 14.6 Non-GAAP measures 138.9 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.0 0.5 % 0.8 0.03 Share-based compensation expense — (7.5 ) 7.5 3.4 % 5.4 0.19 Non-income tax, net — 0.1 (0.1 ) — (0.1 ) — Gain on investments in equity securities (b) — — — — (0.1 ) — Total Non-GAAP adjustments (c) — (7.4 ) 8.4 3.9 % 6.0 0.21 Adjusted Non-GAAP measures (c) $ 138.9 $ 62.6 $ 61.2 28.1 % $ 42.1 $ 1.49 Adjusted Non-GAAP % of total net sales 63.7 % 28.7 % For the Six Months Ended June 30, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 238.7 $ 135.8 $ 98.6 23.5 % $ 67.1 $ 2.33 Exclude: Depreciation and amortization 28.3 Non-GAAP measures 267.0 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.9 0.9 % 2.9 0.10 Share-based compensation expense — (13.5 ) 13.5 3.2 % 9.2 0.32 Gain on sale of long-lived assets — — (0.5 ) (0.1 %) (0.4 ) (0.01 ) Non-income tax, net — 0.2 (0.2 ) — (0.1 ) — Gain on investments in equity securities (b) — — — — (0.1 ) — Loss on debt extinguishment (d) — — — — 0.1 — Total non-GAAP adjustments (c) — (13.3 ) 16.7 4.0 % 11.6 0.40 Adjusted Non-GAAP measures (c) $ 267.0 $ 122.5 $ 115.3 27.5 % $ 78.7 $ 2.73 Adjusted Non-GAAP % of total net sales 63.7 % 29.2 % __________ (a) Exclusive of depreciation and amortization. (b) Gain on investments in equity securities is included in investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. (c) Totals may not foot due to rounding. (d) Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Six Months Ended June 30, 2024 (UNAUDITED) (in millions, except per share data) For the Three Months Ended June 30, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 142.4 $ 76.1 $ 64.5 26.6 % $ 44.1 $ 1.47 Exclude: Depreciation and amortization 13.8 Non-GAAP measures 156.2 Non-GAAP % of total net sales 64.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.3 0.5 % 1.0 0.03 Share-based compensation expense — (7.4 ) 7.4 3.0 % 5.1 0.17 Non-income tax, net — 0.3 (0.3 ) (0.1 %) (0.2 ) (0.01 ) Gain on investments in equity securities (b) — — — — (0.2 ) (0.01 ) Total Non-GAAP adjustments (c) — (7.1 ) 8.4 3.5 % 5.7 0.19 Adjusted Non-GAAP measures (c) $ 156.2 $ 69.0 $ 72.9 30.0 % $ 49.8 $ 1.66 Adjusted Non-GAAP % of total net sales 64.4 % 28.4 % For the Six Months Ended June 30, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 252.4 $ 148.9 $ 109.1 24.5 % $ 77.4 $ 2.56 Exclude: Depreciation and amortization 27.1 Non-GAAP measures 279.5 Non-GAAP % of total net sales 62.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.1 0.7 % 2.3 0.08 Share-based compensation expense — (12.5 ) 12.5 2.8 % 5.7 0.19 Gain on sale of long-lived assets — — (9.8 ) (2.2 %) (7.0 ) (0.23 ) Non-income tax, net — 0.7 (0.7 ) (0.2 %) (0.5 ) (0.02 ) Gain on investments in equity securities (b) — — — — (0.3 ) (0.01 ) Total non-GAAP adjustments (c) — (11.8 ) 5.1 1.1 % 0.2 0.01 Adjusted Non-GAAP measures (c) $ 279.5 $ 137.1 $ 114.2 25.6 % $ 77.6 $ 2.57 Adjusted Non-GAAP % of total net sales 62.7 % 30.7 % __________ (a) Exclusive of depreciation and amortization. (b) Gain on investments in equity securities is included in investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. (c) Totals may not foot due to rounding.
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36 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures (UNAUDITED) (in millions, except per share data) For the Three Months Ended March 31, 2025 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 114.4 $ 65.8 $ 45.8 22.8 % $ 31.0 $ 1.05 Exclude: Depreciation and amortization 13.7 Non-GAAP measures 128.1 Non-GAAP % of total net sales 63.7 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 2.9 1.4 % 2.1 0.07 Share-based compensation expense — (6.0 ) 6.0 3.0 % 3.8 0.13 Gain on sale of long-lived assets — — (0.5 ) (0.2 %) (0.4 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) — — — Loss on debt extinguishment (b) — — — — 0.1 — Total Non-GAAP adjustments (c) — (5.9 ) 8.3 4.1 % 5.6 0.19 Adjusted Non-GAAP measures (c) $ 128.1 $ 59.9 $ 54.1 26.9 % $ 36.6 $ 1.24 Adjusted Non-GAAP % of total net sales 63.7 % 29.8 % For the Three Months Ended March 31, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 110.0 $ 72.8 $ 44.6 21.9 % $ 33.3 $ 1.09 Exclude: Depreciation and amortization 13.3 Non-GAAP measures 123.3 Non-GAAP % of total net sales 60.6 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.8 0.9 % 1.3 0.04 Share-based compensation expense — (5.1 ) 5.1 2.5 % 0.6 0.02 Gain on sale of long-lived assets — — (9.8 ) (4.8 %) (7.0 ) (0.23 ) Non-income tax, net — 0.4 (0.4 ) (0.2 %) (0.3 ) (0.01 ) Gain on investments in equity securities (d) — — — — (0.1 ) — Total Non-GAAP adjustments (c) — (4.7 ) (3.3 ) (1.6 %) (5.5 ) (0.18 ) Adjusted Non-GAAP measures (c) $ 123.3 $ 68.1 $ 41.3 20.3 % $ 27.8 $ 0.91 Adjusted Non-GAAP % of total net sales 60.6 % 33.5 % __________ (a) Exclusive of depreciation and amortization. (b) Loss on debt extinguishment is included in interest expense, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. (c) Totals may not foot due to rounding. (d) Gain on investments in equity securities is included in investment and other loss (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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37 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2024 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 79.3 $ 68.0 $ 9.3 6.0 % $ 6.3 $ 0.21 Exclude: Depreciation and amortization 14.4 Non-GAAP measures 93.7 Non-GAAP % of total net sales 59.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 2.1 1.3 % 1.7 0.06 Share-based compensation expense — (6.0 ) 6.0 3.8 % 4.4 0.15 Gain on sale of a business — — (0.4 ) (0.3 %) (0.3 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) (0.1 %) (0.1 ) — Total Non-GAAP adjustments (b) — (5.9 ) 7.6 4.9 % 5.7 0.19 Adjusted Non-GAAP measures (b) $ 93.7 $ 62.1 $ 16.9 10.8 % $ 12.0 $ 0.40 Adjusted Non-GAAP % of total net sales 59.9 % 39.7 % For the Twelve Months Ended December 31, 2024 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 425.8 $ 290.9 $ 136.6 17.5 % $ 92.4 $ 3.06 Exclude: Depreciation and amortization 58.2 Non-GAAP measures 484.0 Non-GAAP % of total net sales 61.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 6.6 0.8 % 5.0 0.17 Share-based compensation expense — (25.2 ) 25.2 3.2 % 14.8 0.49 Gain on sale of long-lived assets — — (9.8 ) (1.3 %) (7.0 ) (0.23 ) Non-income tax, net — 1.1 (1.1 ) (0.1 %) (0.7 ) (0.02 ) Gain on sale of a business — — (0.4 ) (0.1 %) (0.3 ) (0.01 ) Gain on investments in equity securities (c) — — — — (0.3 ) (0.01 ) Total non-GAAP adjustments (b) — (24.1 ) 20.5 2.6 % 11.5 0.38 Adjusted Non-GAAP measures (b) $ 484.0 $ 266.8 $ 157.1 20.1 % $ 103.9 $ 3.44 Adjusted Non-GAAP % of total net sales 61.9 % 34.1 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. Gain on investments in equity securities is recorded within investment and other income, net on the Company’s Unaudited Condensed Consolidated Statements of Operations. Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2023 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2023 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 88.5 $ 70.0 $ 9.8 5.6 % $ 10.6 $ 0.35 Exclude: Depreciation and amortization 14.1 Non-GAAP measures 102.6 Non-GAAP % of total net sales 58.1 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.4 0.8 % 1.4 0.05 Share-based compensation expense — (5.4 ) 5.4 3.1 % 4.2 0.14 Loss on sale of a business — — 6.1 3.5 % — — Accelerated rent expense 2.9 (0.2 ) 3.1 1.8 % 2.8 0.09 Disposition-related expenses — (0.3 ) 0.3 0.2 % 0.2 0.01 Gain on sale of long-lived assets — (0.2 ) (0.1 %) (0.2 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) (0.1 %) (0.1 ) — Gain on investments in equity securities (c) — — — — (0.1 ) — Total Non-GAAP adjustments (b) 2.9 (5.8 ) 16.0 9.0 % 8.2 0.26 Adjusted Non-GAAP measures (b) $ 105.5 $ 64.2 $ 25.8 14.6 % $ 18.8 $ 0.61 Adjusted Non-GAAP % of total net sales 59.8 % 36.4 % For the Twelve Months Ended December 31, 2023 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 412.7 $ 282.1 $ 110.0 13.8 % $ 82.2 $ 2.69 Exclude: Depreciation and amortization 51.2 Non-GAAP measures 463.9 Non-GAAP % of total net sales 58.2 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 9.8 1.2 % 7.5 0.25 Share-based compensation expense — (22.5 ) 22.5 2.8 % 13.3 0.43 Loss on sale of a business — — 6.1 0.8 % — — Accelerated rent expense 3.4 (0.3 ) 3.7 0.5 % 3.2 0.10 Disposition-related expenses — (0.3 ) 0.3 — 0.2 0.01 Non-income tax, net — 0.9 (0.9 ) (0.1 %) (0.6 ) (0.02 ) Gain on sale of long-lived assets — — (0.8 ) (0.1 %) (0.6 ) (0.02 ) Gain on investments in equity securities (c) — — — — (5.1 ) (0.17 ) Total non-GAAP adjustments (b) 3.4 (22.2 ) 40.7 5.1 % 17.9 0.58 Adjusted Non-GAAP measures (b) $ 467.3 $ 259.9 $ 150.7 18.9 % $ 100.1 $ 3.27 Adjusted Non-GAAP % of total net sales 58.6 % 32.6 % __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. Gain on investments in equity securities is recorded within investment and other income, net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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38 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2023 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2023 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 88.5 $ 70.0 $ 9.8 5.6 % $ 10.6 $ 0.35 Exclude: Depreciation and amortization 14.1 Non-GAAP measures 102.6 Non-GAAP % of total net sales 58.1 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 1.4 0.8 % 1.4 0.05 Share-based compensation expense — (5.4 ) 5.4 3.1 % 4.2 0.14 Loss on sale of a business — — 6.1 3.5 % — — Accelerated rent expense 2.9 (0.2 ) 3.1 1.8 % 2.8 0.09 Disposition-related expenses — (0.3 ) 0.3 0.2 % 0.2 0.01 Gain on sale of long-lived assets — — (0.2 ) (0.1 %) (0.2 ) (0.01 ) Non-income tax, net — 0.1 (0.1 ) (0.1 %) (0.1 ) — Gain on investments in equity securities (c) — — — — (0.1 ) — Total Non-GAAP adjustments (b) 2.9 (5.8 ) 16.0 9.0 % 8.2 0.26 Adjusted Non-GAAP measures (b) $ 105.5 $ 64.2 $ 25.8 14.6 % $ 18.8 $ 0.61 For the Twelve Months Ended December 31, 2023 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 412.7 $ 282.1 $ 110.0 13.8 % $ 82.2 $ 2.69 Exclude: Depreciation and amortization 51.2 Non-GAAP measures 463.9 Non-GAAP % of total net sales 58.2 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 9.8 1.2 % 7.5 0.25 Share-based compensation expense — (22.5 ) 22.5 2.8 % 13.3 0.43 Loss on sale of a business — — 6.1 0.8 % — — Accelerated rent expense 3.4 (0.3 ) 3.7 0.5 % 3.2 0.10 Disposition-related expenses — (0.3 ) 0.3 — 0.2 0.01 Non-income tax, net — 0.9 (0.9 ) (0.1 %) (0.6 ) (0.02 ) Gain on sale of long-lived assets — — (0.8 ) (0.1 %) (0.6 ) (0.02 ) Gain on investments in equity securities (c) — — — — (5.1 ) (0.17 ) Total non-GAAP adjustments (b) 3.4 (22.2 ) 40.7 5.1 % 17.9 0.58 Adjusted non-GAAP measures (b) $ 467.3 $ 259.9 $ 150.7 18.9 % $ 100.1 $ 3.27 __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. Gain on investments in equity securities is recorded within investment and other income, net on the Company’s Unaudited Condensed Consolidated Statements of Operations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2022 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2022 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 80.3 $ 58.5 $ 17.1 10.2 % $ 10.9 $ 0.36 Exclude: Depreciation and amortization 11.7 Non-GAAP measures 92.0 Non-GAAP % of total net sales 54.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.1 1.8 % 2.3 0.07 Share-based compensation expense — (5.4 ) 5.4 3.2 % 4.0 0.13 Loss on sale of a business — — 0.7 0.4 % 0.4 0.01 Accelerated rent expense 0.5 (0.1 ) 0.6 0.4 % 0.5 0.02 Disposition-related expenses — — 0.1 0.1 % 0.1 — Non-income tax, net — 0.2 (0.2 ) (0.1 %) (0.1 ) — COVID-19 related recoveries (0.2 ) — (0.2 ) (0.1 %) (0.1 ) — Total Non-GAAP adjustments (b) 0.3 (5.3 ) 9.5 5.7 % 7.1 0.23 Adjusted Non-GAAP measures (b) $ 92.3 $ 53.2 $ 26.6 15.9 % $ 18.0 $ 0.59 For the Twelve Months Ended December 31, 2022 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 420.4 $ 264.0 $ 145.0 17.4 % $ 102.5 $ 3.17 Exclude: Depreciation and amortization 43.0 Non-GAAP measures 463.4 Non-GAAP % of total net sales 55.6 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 7.7 0.9 % 5.7 0.18 Share-based compensation expense — (19.3 ) 19.3 2.3 % 12.1 0.37 Accelerated rent expense 0.6 (0.2 ) 0.8 0.1 % 0.6 0.02 Loss on sale of a business — — 0.7 0.1 % 0.4 0.01 Disposition-related expenses — — 0.1 — 0.1 — Non-income tax, net — 0.9 (0.9 ) (0.1 %) (0.6 ) (0.02 ) COVID-19 related recoveries (0.4 ) 0.1 (0.5 ) (0.1 %) (0.3 ) (0.01 ) Gain on sale of long-lived assets — 0.2 (0.2 ) — (0.2 ) (0.01 ) Gain on investment in an equity security (c) — — — — (0.4 ) (0.01 ) Total non-GAAP adjustments (b) 0.2 (18.3 ) 27.0 3.2 % 17.4 0.54 Adjusted non-GAAP measures (b) $ 463.6 $ 245.7 $ 172.0 20.6 % $ 119.9 $ 3.71 __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. (c) Gain on investment in an equity security is recorded within investment and other income, net on the Company’s Unaudited Condensed Consolidated Statements of Operations.
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39 Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN") Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2022 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2022 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 80.3 $ 58.5 $ 17.1 10.2 % $ 10.9 $ 0.36 Exclude: Depreciation and amortization 11.7 Non-GAAP basis measures 92.0 Non-GAAP % of total net sales 54.9 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 3.1 1.8 % 2.3 0.07 Share-based compensation expense — (5.4 ) 5.4 3.2 % 4.0 0.13 Non-income tax, net — 0.2 (0.2 ) (0.1 %) (0.1 ) — COVID-19 related recoveries (0.2 ) — (0.2 ) (0.1 %) (0.1 ) — Accelerated rent expense 0.5 (0.1 ) 0.6 0.4 % 0.5 0.02 Loss on sale of a business — — 0.7 0.4 % 0.4 0.01 Disposition-related expenses — — 0.1 0.1 % 0.1 — Total Non-GAAP adjustments (b) 0.3 (5.3 ) 9.5 5.7 % 7.1 0.23 Adjusted Non-GAAP measures (b) $ 92.3 $ 53.2 $ 26.6 15.9 % $ 18.0 $ 0.59 For the Twelve Months Ended December 31, 2022 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 420.4 $ 264.0 $ 145.0 17.4 % $ 102.5 $ 3.17 Exclude: Depreciation and amortization 43.0 Non-GAAP basis measures 463.4 Non-GAAP % of total net sales 55.6 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 7.7 0.9 % 5.7 0.18 Share-based compensation expense — (19.3 ) 19.3 2.3 % 12.1 0.37 Non-income tax, net — 0.9 (0.9 ) (0.1 %) (0.6 ) (0.02 ) Gain on sale of long-lived assets — 0.2 (0.2 ) — (0.2 ) (0.01 ) COVID-19 related recoveries (0.4 ) 0.1 (0.5 ) (0.1 %) (0.3 ) (0.01 ) Accelerated rent expense 0.6 (0.2 ) 0.8 0.1 % 0.6 0.02 Loss on sale of a business — — 0.7 0.1 % 0.4 0.01 Disposition-related expenses — — 0.1 — 0.1 — Gain on equity investment — — — — (0.4 ) (0.01 ) Total Non-GAAP adjustments (b) 0.2 (18.3 ) 27.0 3.2 % 17.4 0.54 Adjusted Non-GAAP measures (b) $ 463.6 $ 245.7 $ 172.0 20.6 % $ 119.9 $ 3.71 __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN") Reconciliation of GAAP to Non-GAAP Measures For the Three and Twelve Months Ended December 31, 2021 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2021 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 131.1 $ 82.1 $ 41.4 17.8 % $ 25.6 $ 0.73 Exclude: Depreciation and amortization 9.5 Non-GAAP basis measures 140.6 Non-GAAP % of total net sales 60.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 6.7 2.9 % 4.9 0.14 Share-based compensation expense — (5.3 ) 5.3 2.3 % 3.7 0.11 LSC multiemployer pension plan obligation — 2.3 (2.3 ) (1.0 %) (1.7 ) (0.05 ) Non-income tax, net — 0.2 (0.2 ) (0.1 %) (0.2 ) (0.01 ) Loss on debt extinguishment (c) — — — — 5.4 0.16 Total Non-GAAP adjustments (b) — (2.8 ) 9.5 4.1 % 12.1 0.34 Adjusted Non-GAAP measures (b) $ 140.6 $ 79.3 $ 50.9 21.9 % $ 37.7 $ 1.07 For the Twelve Months Ended December 31, 2021 Gross profit SG&A (a) Income (loss) from operations Operating margin Net earnings (loss) Net earnings (loss) per diluted share GAAP basis measures $ 543.5 $ 307.7 $ 219.3 22.1 % $ 145.9 $ 4.14 Exclude: Depreciation and amortization 36.7 Non-GAAP basis measures 580.2 Non-GAAP % of total net sales 58.4 % Non-GAAP adjustments: Restructuring, impairment and other charges, net — — 13.6 1.4 % 9.9 0.28 Share-based compensation expense — (19.5 ) 19.5 2.0 % 9.9 0.28 LSC multiemployer pension plan obligation — (5.4 ) 5.4 0.5 % 3.9 0.11 Non-income tax, net — 1.6 (1.6 ) (0.2 %) (1.2 ) (0.03 ) COVID-19 related recoveries (1.0 ) — (1.0 ) (0.1 %) (0.7 ) (0.02 ) Gain on sale of long-lived assets, net — — (0.7 ) (0.1 %) (0.5 ) (0.01 ) Gain on equity investments, net — — — — (0.3 ) (0.01 ) Loss on debt extinguishment (c) — — — — 5.4 0.16 Total Non-GAAP adjustments (b) (1.0 ) (23.3 ) 35.2 3.5 % 26.4 0.75 Adjusted Non-GAAP measures (b) $ 579.2 $ 284.4 $ 254.5 25.6 % $ 172.3 $ 4.89 __________ (a) Exclusive of depreciation and amortization. (b) Totals may not foot due to rounding. (c) Loss on debt extinguishment is recorded within interest expense, net in the Company’s Unaudited Condensed Consolidated Statements of Operations. GAAP To Non-GAAP Reconciliations
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40 GAAP To Non-GAAP Reconciliations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Reconciliation of GAAP to Non-GAAP Measures (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, 2019 For the Twelve Months Ended December 31, 2019 SG&A Income from operations Operating margin Net earnings Net earnings per diluted share SG&A Income from operations Operating margin Net earnings Net earnings per diluted share (1) GAAP basis measures $ 46.8 $ 6.4 3.4 % $ 7.0 $ 0.20 $ 205.8 $ 78.5 9.0 % $ 37.6 $ 1.10 Non-GAAP adjustments: Net gain on sale of building — — — — — — (19.2 ) (2.2 %) (13.7 ) (0.40 ) Gain on equity investment — — — (9.7 ) (0.28 ) — — — (9.7 ) (0.28 ) Restructuring, impairment and other charges - net — 4.9 2.6 % 3.3 0.10 — 13.6 1.6 % 9.9 0.29 Share-based compensation expense (1.2 ) 1.2 0.6 % 1.3 0.04 (8.9 ) 8.9 1.0 % 7.0 0.20 Loss on debt extinguishment — — — 3.1 0.09 — — — 3.1 0.09 Net loss on sale of Language Solutions business — 1.2 0.6 % 0.1 0.00 — 4.0 0.5 % 2.2 0.06 Pension settlement charges — — — 2.8 0.08 — — — 2.8 0.08 Investor-related expenses — — — — — (1.5 ) 1.5 0.1 % 1.1 0.03 Acquisition-related expenses — — — — — (0.1 ) 0.1 — — — Spin-off related expenses 0.4 (0.4 ) (0.2 %) (0.3 ) (0.01 ) — — — — — Total Non-GAAP adjustments (0.8 ) 6.9 3.6 % 0.6 0.02 (10.5 ) 8.9 1.0 % 2.7 0.08 Non-GAAP measures $ 46.0 $ 13.3 7.0 % $ 7.6 $ 0.22 $ 195.3 $ 87.4 10.0 % $ 40.3 $ 1.17 For the Three Months Ended December 31, 2018 For the Twelve Months Ended December 31, 2018 SG&A Income from operations Operating margin Net earnings Net earnings (loss) per diluted share SG&A Income from operations Operating margin Net earnings Net earnings per diluted share GAAP basis measures $ 54.4 $ 3.4 1.7 % $ (1.0 ) $ (0.03 ) $ 258.2 $ 121.1 12.6 % $ 73.6 $ 2.16 Non-GAAP adjustments: Net gain on sale of Language Solutions business — (0.3 ) (0.1 %) (0.2 ) (0.01 ) — (53.8 ) (5.6 %) (38.6 ) (1.14 ) Gain on equity investment — — — — — — — — (8.5 ) (0.25 ) Gain on eBrevia investment — — — (1.5 ) (0.04 ) — — — (1.5 ) (0.04 ) Restructuring, impairment and other charges - net — 0.3 0.1 % 0.2 0.01 — 4.4 0.4 % 3.2 0.09 Spin-off related transaction expenses (0.2 ) 0.2 0.1 % 0.1 0.00 (20.1 ) 20.1 2.1 % 14.6 0.43 Share-based compensation expense (2.0 ) 2.0 1.0 % 1.4 0.04 (9.2 ) 9.2 0.9 % 6.7 0.20 Disposition-related expenses (0.3 ) 0.3 0.1 % 0.4 0.01 (6.8 ) 6.8 0.7 % 5.1 0.15 Acquisition-related expenses (0.3 ) 0.3 0.1 % 0.2 0.01 (0.8 ) 0.8 0.1 % 0.5 0.02 Investor-related expenses (0.5 ) 0.5 0.3 % 0.4 0.01 (0.5 ) 0.5 0.1 % 0.4 0.01 Income tax adjustments — — — (2.1 ) (0.06 ) — — — (2.1 ) (0.06 ) Total Non-GAAP adjustments (3.3 ) 3.3 1.6 % (1.1 ) (0.03 ) (37.4 ) (12.0 ) (1.3 %) (20.2 ) (0.59 ) Non-GAAP measures $ 51.1 $ 6.7 3.3 % $ (2.1 ) $ (0.06 ) $ 220.8 $ 109.1 11.3 % $ 53.4 $ 1.57 __________ (1) Net earnings per diluted share totals may not foot due to rounding. The Company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because that information is an appropriate measure for evaluating the Company’s operating performance. Internally, the Company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to this indicator. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
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41 Net Sales Reconciliations Reconciliation of Reported Net Sales to Organic Net Sales (Unaudited) 2020 2021 Annual Annual Annual Annual Annual Annual Capital Markets - Software Solutions Net sales 133.2$ 181.0$ 180.2$ 185.9$ 213.6$ 230.0$ Net sales year-over-year change % 5.1% 35.9% (0.4%) 3.2% 14.9% 7.7% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.2%) 0.8% (0.8%) — — 0.2% Year-over-year impact of dispositions — — (0.6%) (3.2%) (2.0%) — Net organic sales change 5.3% 35.1% 1.0% 6.4% 16.9% 7.5% Capital Markets - Compliance and Communications Management Net sales 424.0$ 561.5$ 410.3$ 355.4$ 321.7$ 296.2$ Net sales year-over-year change % 8.8% 32.4% (26.9%) (13.4%) (9.5%) (7.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — 0.8% (0.6%) (0.2%) — — Year-over-year impact of dispositions — — — — — — Net organic sales change 8.8% 31.6% (26.3%) (13.2%) (9.5%) (7.9%) Inv estment Companies - Software Solutions Net sales 67.0$ 89.0$ 99.4$ 106.8$ 116.1$ 128.4$ Net sales change 7.0% 32.8% 11.7% 7.4% 8.7% 10.6% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.2% 1.2% (1.7%) 0.2% 0.2% 0.4% Year-over-year impact of dispositions — — — — — — Net organic sales change 6.8% 31.6% 13.4% 7.2% 8.5% 10.2% Inv estment Companies - Compliance and Communications Management Net sales 270.3$ 161.8$ 143.7$ 149.1$ 130.5$ 112.4$ Net sales year-over-year change % (8.6%) (40.1%) (11.2%) 3.8% (12.5%) (13.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — 0.1% (0.1%) (0.1%) — (0.1%) Year-over-year impact of dispositions — — — — — — Net organic sales change (8.6%) (40.2%) (11.1%) 3.9% (12.5%) (13.8%) Consolidated Net sales 894.5$ 993.3$ 833.6$ 797.2$ 781.9$ 767.0$ Net sales year-over-year change % 2.3% 11.0% (16.1%) (4.4%) (1.9%) (1.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — 0.6% (0.6%) (0.1%) — 0.1% Year-over-year impact of dispositions — — (0.1%) (0.7%) (0.5%) — Net organic sales change 2.3% 10.4% (15.4%) (3.6%) (1.4%) (2.0%) 202420232022 2025
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42 Net Sales Reconciliations – 2026 Reconciliation of Reported Net Sales to Organic Net Sales (Unaudited) Q2 Q2 Capital Markets - Software Solutions Net sales 59.1$ 65.7$ Net sales year-over-year change % 3.1% 11.2% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.3% 0.2% Year-over-year impact of dispositions — — Net organic sales change 2.8% 11.0% Capital Markets - Compliance and Communications Management Net sales 93.5$ 95.9$ Net sales year-over-year change % (17.8%) 2.6% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — — Year-over-year impact of dispositions — — Net organic sales change (17.8%) 2.6% Inv estment Companies - Software Solutions Net sales 33.1$ 33.7$ Net sales change 17.0% 1.8% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.7% 0.3% Year-over-year impact of dispositions — — Net organic sales change 16.3% 1.5% Investment Companies - Compliance and Communications Management Net sales 32.4$ 28.9$ Net sales year-over-year change % (25.2%) (10.8%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — — Year-over-year impact of dispositions — — Net organic sales change (25.2%) (10.8%) Consolidated Net sales 218.1$ 224.2$ Net sales year-over-year change % (10.1%) 2.8% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.2% 0.1% Year-over-year impact of dispositions — — Net organic sales change (10.3%) 2.7% 2025 2026 Reconciliation of Reported Net Sales to Organic Net Sales (Unaudited) Q1 Q1 Capital Markets - Software Solutions Net sales 51.9$ 58.6$ Net sales year-over-year change % (2.1%) 12.9% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.4%) 0.6% Year-over-year impact of dispositions — — Net organic sales change (1.7%) 12.3% Capital Markets - Compliance and Communications Management Net sales 83.9$ 82.8$ Net sales year-over-year change % (7.9%) (1.3%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) 0.5% Year-over-year impact of dispositions — — Net organic sales change (7.6%) (1.8%) Inv estment Companies - Software Solutions Net sales 32.7$ 33.1$ Net sales change 19.8% 1.2% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.4%) 1.2% Year-over-year impact of dispositions — — Net organic sales change 20.2% — Investment Companies - Compliance and Communications Management Net sales 32.6$ 31.0$ Net sales year-over-year change % 1.9% (4.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) — Year-over-year impact of dispositions — — Net organic sales change 2.2% (4.9%) Consolidated Net sales 201.1$ 205.5$ Net sales year-over-year change % (1.1%) 2.2% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) 0.5% Year-over-year impact of dispositions — — Net organic sales change (0.8%) 1.7% 2025 2026
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43 Net Sales Reconciliations – 2025 Reconciliation of Reported Net Sales to Organic Net Sales (Unaudited) Q1 Q2 Q3 Q4 Annual Capital Markets - Software Solutions Net sales 51.9$ 59.1$ 59.0$ 60.0$ 230.0$ Net sales year-over-year change % (2.1%) 3.1% 10.7% 20.0% 7.7% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.4%) 0.3% 0.4% 0.4% 0.2% Year-over-year impact of dispositions — — — — — Net organic sales change (1.7%) 2.8% 10.3% 19.6% 7.5% Capital Markets - Compliance and Communications Management Net sales 83.9$ 93.5$ 57.2$ 61.6$ 296.2$ Net sales year-over-year change % (7.9%) (17.8%) (9.9%) 15.6% (7.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) — 0.2% 0.4% — Year-over-year impact of dispositions — — — — — Net organic sales change (7.6%) (17.8%) (10.1%) 15.2% (7.9%) Inv estment Companies - Software Solutions Net sales 32.7$ 33.1$ 31.7$ 30.9$ 128.4$ Net sales change 19.8% 17.0% 9.7% (2.2%) 10.6% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.4%) 0.7% 0.7% 0.6% 0.4% Year-over-year impact of dispositions — — — — — Net organic sales change 20.2% 16.3% 9.0% (2.8%) 10.2% Inv estment Companies - Compliance and Communications Management Net sales 32.6$ 32.4$ 27.4$ 20.0$ 112.4$ Net sales year-over-year change % 1.9% (25.2%) (18.9%) (6.5%) (13.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) — — — (0.1%) Year-over-year impact of dispositions — — — — — Net organic sales change 2.2% (25.2%) (18.9%) (6.5%) (13.8%) Consolidated Net sales 201.1$ 218.1$ 175.3$ 172.5$ 767.0$ Net sales year-over-year change % (1.1%) (10.1%) (2.3%) 10.4% (1.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates (0.3%) 0.2% 0.3% 0.4% 0.1% Year-over-year impact of dispositions — — — — — Net organic sales change (0.8%) (10.3%) (2.6%) 10.0% (2.0%) 2025
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44 Net Sales Reconciliations – 2024 Reconciliation of Reported Net Sales to Organic Net Sales (Unaudited) Q1 Q2 Q3 Q4 Annual Capital Markets - Software Solutions Net sales 53.0$ 57.3$ 53.3$ 50.0$ 213.6$ Net sales year-over-year change % 21.3% 20.1% 14.6% 4.2% 14.9% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.2% (0.2%) — — — Year-over-year impact of dispositions (2.7%) (1.9%) (2.2%) (1.5%) (2.0%) Net organic sales change 23.8% 22.2% 16.8% 5.7% 16.9% Capital Markets - Compliance and Communications Management Net sales 91.1$ 113.8$ 63.5$ 53.3$ 321.7$ Net sales year-over-year change % (3.2%) (7.4%) (9.4%) (22.0%) (9.5%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.1% (0.1%) — — — Year-over-year impact of dispositions — — — — — Net organic sales change (3.3%) (7.3%) (9.4%) (22.0%) (9.5%) Inv estment Companies - Software Solutions Net sales 27.3$ 28.3$ 28.9$ 31.6$ 116.1$ Net sales change 3.4% 1.1% 8.2% 23.0% 8.7% S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.4% — 0.4% — 0.2% Year-over-year impact of dispositions — — — — — Net organic sales change 3.0% 1.1% 7.8% 23.0% 8.5% Inv estment Companies - Compliance and Communications Management Net sales 32.0$ 43.3$ 33.8$ 21.4$ 130.5$ Net sales year-over-year change % (7.0%) (0.5%) (7.9%) (38.0%) (12.5%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates — — — — — Year-over-year impact of dispositions — — — — — Net organic sales change (7.0%) (0.5%) (7.9%) (38.0%) (12.5%) Consolidated Net sales 203.4$ 242.7$ 179.5$ 156.3$ 781.9$ Net sales year-over-year change % 2.4% 0.2% (0.3%) (11.4%) (1.9%) S upplementary non-G AAP information: Year-over-year impact of changes in foreign exchange rates 0.2% (0.1%) 0.1% — — Year-over-year impact of dispositions (0.6%) (0.4%) (0.6%) (0.4%) (0.5%) Net organic sales change 2.8% 0.7% 0.2% (11.0%) (1.4%) 2024
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45 Consolidated Statement Of Operations Condensed Consolidated Statements of Operations (Unaudited) 2019 2020 2021 Annual Annual Annual Annual Annual Annual Annual Net sales S oftw are solutions 189.3$ 200.2$ 270.0$ 279.6$ 292.7$ 329.7$ 358.4$ Tech-enabled services 364.7 409.2 519.5 380.9 336.9 320.8 298.3 P rint and dist ribut ion 320.7 285.1 203.8 173.1 167.6 131.4 110.3 T otal net sales 874.7 894.5 993.3 833.6 797.2 781.9 767.0 Cost of sales (a) S oftw are solutions 101.8 93.9 105.3 113.4 108.7 107.4 111.4 Tech-enabled services 183.0 176.1 162.3 141.1 127.6 120.6 112.8 P rint and dist ribut ion 257.6 226.0 145.5 115.7 97.0 69.9 56.2 T otal cost of sales 542.4 496.0 413.1 370.2 333.3 297.9 280.4 Selling, general and administrative expenses (a) 205.8 264.8 307.7 264.0 282.1 290.9 277.9 Depreciation and amortization 49.6 50.9 40.3 46.3 56.7 60.2 59.3 Restructuring, impairment and other charges, net 13.6 79.2 13.6 7.7 9.8 6.6 10.4 Other operating (income) loss, net (15.2) — (0.7) 0.4 5.3 (10.3) (2.1) Income from operations 78.5 3.6 219.3 145.0 110.0 136.6 141.1 Interest expense, net 38.1 22.8 26.6 9.2 15.8 12.9 12.9 Pension plan settlement charge — — — — — — 82.8 Investment and other (income) loss, net (11.7) (1.7) (5.1) (3.5) (7.8) (1.4) 2.3 E arnings (loss) before income taxes 52.1 (17.5) 197.8 139.3 102.0 125.1 43.1 Income tax expense (benefit) 14.5 8.4 51.9 36.8 19.8 32.7 10.7 Net earnings (loss) 37.6$ (25.9)$ 145.9$ 102.5$ 82.2$ 92.4$ 32.4$ Net earnings (loss) per share: Basic 1.10$ (0.76)$ 4.36$ 3.33$ 2.81$ 3.16$ 1.18$ Diluted 1.10$ (0.76)$ 4.14$ 3.17$ 2.69$ 3.06$ 1.15$ Weighted average number of common shares outstanding: Basic 34.1 33.9 33.5 30.8 29.3 29.2 27.5 Diluted 34.3 33.9 35.2 32.3 30.6 30.2 28.2 Components of depreciation and amortization: Cost of sales n/a n/a 36.7$ 43.0$ 51.2$ 58.2$ 57.6$ Selling, general and administrative expenses n/a n/a 3.6 3.3 5.5 2.0 1.7 Total depreciation and amortization n/a n/a 40.3$ 46.3$ 56.7$ 60.2$ 59.3$ Additional information: Gross profit (b) n/a n/a 543.5$ 420.4$ 412.7$ 425.8$ 429.0$ Exclude: Depreciation and amortization n/a n/a 36.7 43.0 51.2 58.2 57.6 Non-G AAP gross profit n/a n/a 580.2$ 463.4$ 463.9$ 484.0$ 486.6$ Gross margin (b) n/a n/a 54.7% 50.4% 51.8% 54.5% 55.9% Non-GAAP gross margin n/a n/a 58.4% 55.6% 58.2% 61.9% 63.4% SG&A as a % of total net sales (a) 23.5% 29.6% 31.0% 31.7% 35.4% 37.2% 36.2% Operating margin 9.0% 0.4% 22.1% 17.4% 13.8% 17.5% 18.4% Effective tax rate 27.8% (48.0%) 26.2% 26.4% 19.4% 26.1% 24.8% (a) Exclusive of depreciation and amortization (b) Inclusive of depreciation and amortization 2022 2023 2024 2025
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46 Consolidated Statement Of Operations – 2026 Condensed Consolidated Statements of Operations (Unaudited) Q1 Q1 Net sales S oftw are solutions 84.6$ 91.7$ Tech-enabled services 76.5 70.1 P rint and dist ribut ion 40.0 43.7 T otal net sales 201.1 205.5 Cost of sales (a) S oftw are solutions 27.6 27.6 Tech-enabled services 27.3 26.8 P rint and dist ribut ion 18.1 19.5 T otal cost of sales 73.0 73.9 Selling, general and administrative expenses (a) 65.8 67.4 Depreciation and amortization 14.1 15.0 Restructuring, impairment and other charges, net 2.9 0.7 Other operating (income) loss, net (0.5) — Income from operations 45.8 48.5 Interest expense, net 3.1 2.8 Pension plan settlement charge — — Investment and other (income) loss, net 0.5 0.3 E arnings (loss) before income taxes 42.2 45.4 Income tax expense (benefit) 11.2 11.9 Net earnings (loss) 31.0$ 33.5$ Net earnings (loss) per share: Basic 1.08$ 1.30$ Diluted 1.05$ 1.27$ Weighted average number of common shares outstanding: Basic 28.7 25.7 Diluted 29.5 26.3 Components of depreciation and amortization: Cost of sales 13.7$ 14.3$ Selling, general and administrative expenses 0.4 0.7 Total depreciation and amortization 14.1$ 15.0$ Additional information: Gross profit (b) 114.4$ 117.3$ Exclude: Depreciation and amortization 13.7 14.3 Non-G AAP gross profit 128.1$ 131.6$ Gross margin (b) 56.9% 57.1% Non-GAAP gross margin 63.7% 64.0% SG&A as a % of total net sales (a) 32.7% 32.8% Operating margin 22.8% 23.6% Effective tax rate 26.5% 26.2% (a) Exclusive of depreciation and amortization (b) Inclusive of depreciation and amortization 2025 2026 Condensed Consolidated Statements of Operations (Unaudited) Q2 Q2 Net sales S oftw are solutions 92.2$ 99.4$ Tech-enabled services 85.2 90.2 P rint and dist ribut ion 40.7 34.6 T otal net sales 218.1 224.2 Cost of sales (a) S oftw are solutions 26.4 28.2 Tech-enabled services 31.6 29.8 P rint and dist ribut ion 21.2 18.2 T otal cost of sales 79.2 76.2 Selling, general and administrative expenses (a) 70.0 74.7 Depreciation and amortization 15.1 15.0 Restructuring, impairment and other charges, net 1.0 2.3 Other operating (income) loss, net — — Income from operations 52.8 56.0 Interest expense, net 3.8 3.5 Pension plan settlement charge — — Investment and other (income) loss, net 0.3 0.4 E arnings (loss) before income taxes 48.7 52.1 Income tax expense (benefit) 12.6 15.7 Net earnings (loss) 36.1$ 36.4$ Net earnings (loss) per share: Basic 1.30$ 1.45$ Diluted 1.28$ 1.44$ Weighted average number of common shares outstanding: Basic 27.7 25.1 Diluted 28.2 25.3 Components of depreciation and amortization: Cost of sales 14.6$ 14.3$ Selling, general and administrative expenses 0.5 0.7 Total depreciation and amortization 15.1$ 15.0$ Additional information: Gross profit (b) 124.3$ 133.7$ Exclude: Depreciation and amortization 14.6 14.3 Non-GAAP gross profit 138.9$ 148.0$ Gross margin (b) 57.0% 59.6% Non-GAAP gross margin 63.7% 66.0% SG&A as a % of total net sales (a) 32.1% 33.3% Operating margin 24.2% 25.0% Effective tax rate 25.9% 30.1% (a) Exclusive of depreciation and amortization (b) Inclusive of depreciation and amortization 2025 2026
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47 Consolidated Statement Of Operations – 2025 Condensed Consolidated Statements of Operations (Unaudited) Q1 Q2 Q3 Q4 Annual Net sales S oftw are solutions 84.6$ 92.2$ 90.7$ 90.9$ 358.4$ Tech-enabled services 76.5 85.2 68.6 68.0 298.3 P rint and dist ribut ion 40.0 40.7 16.0 13.6 110.3 T otal net sales 201.1 218.1 175.3 172.5 767.0 Cost of sales (a) S oftw are solutions 27.6 26.4 28.4 29.0 111.4 Tech-enabled services 27.3 31.6 27.9 26.0 112.8 P rint and dist ribut ion 18.1 21.2 9.0 7.9 56.2 T otal cost of sales 73.0 79.2 65.3 62.9 280.4 Selling, general and administrative expenses (a) 65.8 70.0 67.3 74.8 277.9 Depreciation and amortization 14.1 15.1 15.2 14.9 59.3 Restructuring, impairment and other charges, net 2.9 1.0 0.9 5.6 10.4 Other operating (income) loss, net (0.5) — (1.6) — (2.1) Income from operations 45.8 52.8 28.2 14.3 141.1 Interest expense, net 3.1 3.8 2.9 3.1 12.9 Pension plan settlement charge — — 82.8 — 82.8 Investment and other (income) loss, net 0.5 0.3 0.4 1.1 2.3 E arnings (loss) before income taxes 42.2 48.7 (57.9) 10.1 43.1 Income tax expense (benefit) 11.2 12.6 (17.0) 3.9 10.7 Net earnings (loss) 31.0$ 36.1$ (40.9)$ 6.2$ 32.4$ Net earnings (loss) per share: Basic 1.08$ 1.30$ (1.49)$ 0.24$ 1.18$ Diluted 1.05$ 1.28$ (1.49)$ 0.23$ 1.15$ Weighted average number of common shares outstanding: Basic 28.7 27.7 27.4 26.3 27.5 Diluted 29.5 28.2 27.4 27.0 28.2 Components of depreciation and amortization: Cost of sales 13.7$ 14.6$ 14.7$ 14.6$ 57.6$ Selling, general and administrative expenses 0.4 0.5 0.5 0.3 1.7 Total depreciation and amortization 14.1$ 15.1$ 15.2$ 14.9$ 59.3$ Additional information: Gross profit (b) 114.4$ 124.3$ 95.3$ 95.0$ 429.0$ Exclude: Depreciation and amortization 13.7 14.6 14.7 14.6 57.6 Non-GAAP gross profit 128.1$ 138.9$ 110.0$ 109.6$ 486.6$ Gross margin (b) 56.9% 57.0% 54.4% 55.1% 55.9% Non-GAAP gross margin 63.7% 63.7% 62.7% 63.5% 63.4% SG&A as a % of total net sales (a) 32.7% 32.1% 38.4% 43.4% 36.2% Operating margin 22.8% 24.2% 16.1% 8.3% 18.4% Effective tax rate 26.5% 25.9% 29.4% 38.6% 24.8% (a) Exclusive of depreciation and amortization (b) Inclusive of depreciation and amortization 2025
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48 Consolidated Statement Of Operations – 2024 Condensed Consolidated Statements of Operations (Unaudited) Q1 Q2 Q3 Q4 Annual Net sales Software solutions 80.3$ 85.6$ 82.2$ 81.6$ 329.7$ Tech-enabled services 82.9 102.2 75.2 60.5 320.8 P rint and dist ribut ion 40.2 54.9 22.1 14.2 131.4 T otal net sales 203.4 242.7 179.5 156.3 781.9 Cost of sales (a) S oftw are solutions 27.3 25.4 27.6 27.1 107.4 Tech-enabled services 30.6 33.9 29.2 26.9 120.6 P rint and dist ribut ion 22.2 27.2 11.9 8.6 69.9 T otal cost of sales 80.1 86.5 68.7 62.6 297.9 Selling, general and administrative expenses (a) 72.8 76.1 74.0 68.0 290.9 Depreciation and amortization 13.9 14.3 17.2 14.8 60.2 Restructuring, impairment and other charges, net 1.8 1.3 1.4 2.1 6.6 Other operating (income) loss, net (9.8) — — (0.5) (10.3) Income from operations 44.6 64.5 18.2 9.3 136.6 Interest expense, net 3.6 3.7 3.1 2.5 12.9 Investment and other (income) loss, net (0.4) (0.4) (0.3) (0.3) (1.4) E arnings (loss) before income taxes 41.4 61.2 15.4 7.1 125.1 Income tax expense (benefit) 8.1 17.1 6.7 0.8 32.7 Net earnings (loss) 33.3$ 44.1$ 8.7$ 6.3$ 92.4$ Net earnings (loss) per share: Basic 1.14$ 1.50$ 0.30$ 0.22$ 3.16$ Diluted 1.09$ 1.47$ 0.29$ 0.21$ 3.06$ Weighted av erage number of common shares outstanding: Basic 29.3 29.4 29.1 28.9 29.2 Diluted 30.5 30.0 29.9 29.9 30.2 Components of depreciation and amortization: Cost of sales 13.3$ 13.8$ 16.7$ 14.4$ 58.2$ Selling, general and administrative expenses 0.6 0.5 0.5 0.4 2.0 Total depreciation and amortization 13.9$ 14.3$ 17.2$ 14.8$ 60.2$ Additional information: Gross profit (b) 110.0$ 142.4$ 94.1$ 79.3$ 425.8$ Exclude: Depreciation and amortization 13.3 13.8 16.7 14.4 58.2 Non-GAAP gross profit 123.3$ 156.2$ 110.8$ 93.7$ 484.0$ Gross margin (b) 54.1% 58.7% 52.4% 50.7% 54.5% Non-GAAP gross margin 60.6% 64.4% 61.7% 59.9% 61.9% SG&A as a % of total net sales (a) 35.8% 31.4% 41.2% 43.5% 37.2% Operating margin 21.9% 26.6% 10.1% 6.0% 17.5% Effective tax rate 19.6% 27.9% 43.5% 11.3% 26.1% (a) Exclusive of depreciation and amortization (b) Inclusive of depreciation and amortization 2024
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49 Consolidated Statement Of Operations Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”) Condensed Consolidated Statements of Operations (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2019 2018 2019 2018 Services net sales $ 134.5 $ 132.1 $ 554.0 $ 618.0 Products net sales 55.8 68.2 320.7 345.0 Total net sales 190.3 200.3 874.7 963.0 Services cost of sales (1) 66.9 75.4 284.8 328.8 Products cost of sales (1) 51.3 54.4 257.6 258.5 Total cost of sales (1) 118.2 129.8 542.4 587.3 Selling, general and administrative expenses (SG&A) (1) 46.8 54.4 205.8 258.2 Restructuring, impairment and other charges - net 4.9 0.3 13.6 4.4 Depreciation and amortization 12.8 12.7 49.6 45.8 Other operating loss (income) (2) 1.2 (0.3 ) (15.2 ) (53.8 ) Income from operations 6.4 3.4 78.5 121.1 Interest expense - net 11.5 9.5 38.1 36.7 Investment and other income - net (10.1 ) (2.7 ) (11.7 ) (18.3 ) Earnings (loss) before income taxes 5.0 (3.4 ) 52.1 102.7 Income tax (benefit) expense (3) (2.0 ) (2.4 ) 14.5 29.1 Net earnings (loss) $ 7.0 $ (1.0 ) $ 37.6 $ 73.6 Net earnings (loss) per share: Basic $ 0.20 $ (0.03 ) $ 1.10 $ 2.18 Diluted $ 0.20 $ (0.03 ) $ 1.10 $ 2.16 Weighted average number of common shares outstanding: Basic 34.3 33.9 34.1 33.8 Diluted 34.4 33.9 34.3 34.0 Additional information: Gross margin (1) 37.9 % 35.2 % 38.0 % 39.0 % SG&A as a % of total net sales (1) 24.6 % 27.2 % 23.5 % 26.8 % Operating margin 3.4 % 1.7 % 9.0 % 12.6 % Effective tax rate (3) nm 70.6 % 27.8 % 28.3 % (1) Exclusive of depreciation and amortization. (2) Includes the gain on sale of a building and a loss related to the July 2018 disposition of the Language Solutions business for the twelve months ended December 31, 2019, as well as the gain on the sale of the Language Solutions business recognized during the twelve months ended December 31, 2018. (3) Includes the impact of a valuation allowance recognized on certain operations for the three and twelve months ended December 31, 2019. nm – Not Meaningful
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50 Consolidated Statement Of Operations Donnelley Financial Solutions, Inc. Consolidated and Combined Statements of Operations For the Three and Twelve Months Ended December 31, 2017 and 2016 (UNAUDITED) (in millions, except per share data) For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2017 GAAP ADJUSTMENTS TO NON-GAAP 2017 NON- GAAP 2016 GAAP ADJUSTMENTS TO NON-GAAP 2016 NON- GAAP 2017 GAAP ADJUSTMENTS TO NON-GAAP 2017 NON- GAAP 2016 GAAP ADJUSTMENTS TO NON-GAAP 2016 NON- GAAP Services net sales $ 160.7 $ — $ 160.7 $ 144.5 $ — $ 144.5 $ 632.1 $ — $ 632.1 $ 598.6 $ — $ 598.6 Products net sales 64.1 — 64.1 76.5 — 76.5 372.8 — 372.8 384.9 — 384.9 Total net sales 224.8 — 224.8 221.0 — 221.0 1,004.9 — 1,004.9 983.5 — 983.5 Services cost of sales (1) 88.5 — 88.5 82.5 — 82.5 328.7 — 328.7 297.1 — 297.1 Services cost of sales with R.R. Donnelley affiliates (1) (2) — — — 8.4 — 8.4 19.5 — 19.5 37.8 — 37.8 Products cost of sales (1) 50.2 — 50.2 46.3 — 46.3 240.9 — 240.9 226.2 — 226.2 Products cost of sales with R.R. Donnelley affiliates (1) (2) — — — 9.3 — 9.3 32.3 — 32.3 57.9 — 57.9 Total cost of sales (1) 138.7 — 138.7 146.5 — 146.5 621.4 — 621.4 619.0 — 619.0 Selling, general and administrative expenses (SG&A) (1) 61.7 (8.5 ) 53.2 53.0 (6.2 ) 46.8 232.9 (23.5 ) 209.4 209.8 (7.4 ) 202.4 Restructuring, impairment and other charges - net 0.7 (0.7 ) — 1.8 (1.8 ) — 7.1 (7.1 ) — 5.4 (5.4 ) — Depreciation and amortization 12.8 — 12.8 13.2 — 13.2 44.5 — 44.5 43.3 — 43.3 Income from operations 10.9 9.2 20.1 6.5 8.0 14.5 99.0 30.6 129.6 106.0 12.8 118.8 Interest expense-net 10.2 — 10.2 11.4 — 11.4 42.9 — 42.9 11.7 — 11.7 Investment and other income - net (0.1 ) — (0.1 ) — — — (0.1 ) — (0.1 ) — — — Earnings (loss) before income taxes 0.8 9.2 10.0 (4.9 ) 8.0 3.1 56.2 30.6 86.8 94.3 12.8 107.1 Income tax expense (benefit) 24.5 (19.2 ) 5.3 (4.1 ) 3.1 (1.0 ) 46.5 (10.1 ) 36.4 35.2 5.0 40.2 Net earnings (loss) $ (23.7 ) $ 28.4 $ 4.7 $ (0.8 ) $ 4.9 $ 4.1 $ 9.7 $ 40.7 $ 50.4 $ 59.1 $ 7.8 $ 66.9 Net earnings (loss) per share: Basic net earnings (loss) per share $ (0.71 ) $ 0.14 $ (0.02 ) $ 0.13 $ 0.29 $ 1.52 $ 1.81 $ 2.05 Diluted net earnings (loss) per share $ (0.71 ) $ 0.14 $ (0.02 ) $ 0.13 $ 0.29 $ 1.51 $ 1.80 $ 2.04 Weighted average number of common shares outstanding (2): Basic 33.6 33.6 32.6 32.6 33.1 33.1 32.6 32.6 Diluted 33.6 33.9 32.6 32.6 33.3 33.3 32.8 32.8 Additional information: Gross margin (1) 38.3 % 38.3 % 33.7 % 33.7 % 38.2 % 38.2 % 37.1 % 37.1 % SG&A as a % of total net sales (1) 27.4 % 23.7 % 24.0 % 21.2 % 23.2 % 20.8 % 21.3 % 20.6 % Operating margin 4.8 % 8.9 % 2.9 % 6.6 % 9.9 % 12.9 % 10.8 % 12.1 % Effective tax rate nm 53.0 % nm nm 82.7 % 41.9 % 37.3 % 37.5 % (1) Exclusive of depreciation and amortization (2) Beginning in the quarter ended June 30, 2017, LSC Communications, Inc (“LSC”) no longer qualified as a related party, therefore the 2017 amounts disclosed related to LSC are presented through March 31, 2017 only. Beginning in the quarter ended September 30, 2017, RRD no longer qualified as a related party, therefore the amounts disclosed related to RRD are presented through June 30, 2017 only.
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51 DFIN Investor Relations Mike Zhao Investor Relations Email: investors@dfinsolutions.com Contact Information