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SEC Comment Letter for Donnelley Financial Solutions, Inc. (DFIN) (CIK 0001669811) (DFIN) — Dec 22, 2017

Donnelley Financial Solutions, Inc. (DFIN) (CIK 0001669811)
Date: Dec. 22, 2017 · CIK: 0001669811 · Accession: 0000000000-17-044882

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File numbers found in text: 001-37728

Date
December 21, 2017
Author
David Gardella
Form
UPLOAD
Company
Donnelley Financial Solutions, Inc. (DFIN) (CIK 0001669811)

Letter

December 21, 2017 David Gardella Chief Financial Officer Donnelley Financial Solutions, Inc. 35 West Wacker Drive Chicago, Illinois 60601 Re:Donnelley Financial Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 28, 2017 Form 10-Q for the Quarterly Period Ended September 30, 2017 Filed November 2, 2017 File No. 001-37728 Dear Mr. Gardella: We have reviewed your filings and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2016 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page 25 1.We note the placement of your Non-GAAP measure Adjusted EBITDA, in the MD&A, ahead of a discussion of your GAAP operating results is inconsistent with Q&A 102.10 of the CD&I on Non-GAAP financial measures (updated October 17, 2017). Please comply in future filings. Form 10-Q for the Quarterly Period Ended September 30, 2017

FirstName LastNameDavid Gardella Comapany NameDonnelley Financial Solutions, Inc. June 16, 2017 Page 2 FirstName LastName David Gardella Donnelley Financial Solutions, Inc. December 21, 2017 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated and Combined, page 37 2.We note you disclose for the quarter ended September 30, 2017, "the effective income tax rate is lower due to a decrease in the estimated full-year income tax rate, which was driven by a favorable change in jurisdictional mix of income as well as the positive settlement of previous years' tax disputes." With a view towards expanded disclosure, please tell us the following: - the nature of the favorable change in jurisdictional mix of income; - the basis for previous years' tax disputes which led to a positive settlement. In this regard, we note your Form 10-K disclosure on page F-23 regarding the total amounts settled with RRD; and - the nature of any other tax disputes outstanding, if any. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert S. Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Joshua Shainess, Staff Attorney at (202) 551-7951 or me at (202) 551-3810 with any other questions. Division of Corporation Finance AD Office 11- Telecommunications

Show Raw Text
December 21, 2017
David Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601
Re:Donnelley Financial Solutions, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 28, 2017
Form 10-Q for the Quarterly Period Ended September 30, 2017
Filed November 2, 2017
File No. 001-37728
Dear Mr. Gardella:
            We have reviewed your filings and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
             Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
             After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2016
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 25
1.We note the placement of your Non-GAAP measure Adjusted EBITDA, in the MD&A,
ahead of a discussion of your GAAP operating results is inconsistent with Q&A 102.10
of the CD&I on Non-GAAP financial measures (updated October 17, 2017).  Please
comply in future filings.
Form 10-Q for the Quarterly Period Ended September 30, 2017

 FirstName LastNameDavid  Gardella
 Comapany NameDonnelley Financial Solutions, Inc.
 June 16, 2017 Page 2
 FirstName LastName
David  Gardella
Donnelley Financial Solutions, Inc.
December 21, 2017
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated and Combined, page 37
2.We note you disclose for the quarter ended September 30, 2017, "the effective income
tax rate is lower due to a decrease in the estimated full-year income tax rate, which was
driven by a favorable change in jurisdictional mix of income as well as the positive
settlement of previous years' tax disputes."  With a view towards expanded disclosure,
please tell us the following:
-  the nature of the favorable change in jurisdictional mix of income;
- the basis for previous years' tax disputes which led to a positive settlement.  In this
regard, we note your Form 10-K disclosure on page F-23 regarding the total amounts
settled with RRD; and
- the nature of  any other tax disputes outstanding, if any.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or
Robert S. Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact  Joshua
Shainess, Staff Attorney at (202) 551-7951 or me at (202) 551-3810 with any other questions.
Division of Corporation Finance
AD Office 11- Telecommunications