SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

David A. Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
391 Steel Way
Lancaster, PA 17601

 Re: Donnelley Financial Solutions, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 18, 2025
 File No. 001-37728
Dear David A. Gardella:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

   April 30, 2025 VIA EDGAR   Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Attention: Amy Geddes Doug Jones Re: Donnelley Financial Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 18, 2025 File No. 001-37728   Ladies and Gentlemen:   This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated April 17, 2025, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Donnelley Financial Solutions, Inc. (the “Company”) filed on February 18, 2025.   For reference purposes, we have set forth each comment from your letter in bold, immediately followed by the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 27   1 . In several places you refer to sales mix affecting various aspects of your results, either favorably or unfavorably. Please discuss how and why sales mix affects your results, the extent of its impact, and the reason for the favorable/unfavorable impact. Refer to Item 303(a), (b) and (b)(2)(iii) of Regulation S-K.   Company Response: In the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on April 30, 2025 (the “Q1 2025 Form 10-Q”) and in future filings, where applicable, the Company will discuss how and why sales mix affects the Company’s results, including the extent of its impact, where possible, and the reason for the favorable/unfavorable impact, as contemplated by Items 303(a), 303(b) and 303(b)(2)(iii) of Regulation S-K.   Set forth below is an excerpt from the Company’s Q1 2025 Form 10-Q, which provides an example of the discussion of how and why sales mix affects the Company’s results, including the extent of its impact and the reason for the favorable/unfavorable impact. Additions and modifications have been underlined. Disclosure in the Company’s Form Q1 2025 10-Q on pages 26 - 30 have been similarly enhanced in acknowledgement of the Staff’s comment and applicable guidance.
 391 STEEL WAY / LANCASTER, PA 17601 / DFIN solutions.com

 Financial Review   The Company’s cost of sales as a percentage of net sales, consolidated income from operations, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin may be affected by sales mix (i.e., a higher proportion of sales of higher or lower margin services or products relative to total sales). Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility .   Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024—Consolidated   Net sales of tech-enabled services of $76.5 million for the three months ended March 31, 2025 decreased $6.4 million, or 7.7%, as compared to the three months ended March 31, 2024. Net sales of tech-enabled services decreased primarily due to $6.2 million of lower capital markets net sales , largely driven by a decline in compliance volumes .   Tech-enabled services cost of sales of $27.3 million for the three months ended March 31, 2025 decreased $3.3 million, or 10.8%, as compared to the three months ended March 31, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes . As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 1.2%, primarily driven by a higher proportion of transactional net sales, which generally have higher margins, as compared to compliance net sales. Results of Operations for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023 and the Year Ended December 31, 2022, page 28 2 . Several of the factors you note as contributing to variances between periods in results and operating cash flows are not quantified as to their magnitude. Please revise to include quantitative terms pursuant to Item 303(b) of Regulation S-K.   Company Response: In the Company’s Q1 2025 Form 10-Q and in future filings, the Company will quantify, where possible, the magnitude of relevant variances in the discussion of results of operations and operating cash flows in greater detail throughout the discussion, as contemplated by Item 303(b) of Regulation S-K.   Set forth below is an excerpt from the Q1 2025 Form 10-Q, which includes the quantification of the magnitude of relevant variances in the discussion of consolidated results of operations. Additions and modifications have been underlined. Disclosure in the Company’s Q1 2025 Form 10-Q on pages 26 – 30 and page 32 have been similarly enhanced in acknowledgement of the Staff’s comment and applicable guidance. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024—Consolidated Net sales of software solutions of $84.6 million for the three months ended March 31, 2025 increased $4.3 million, or 5.4%, as compared to the three months ended March 31, 2024. Net sales of software solutions increased due to $3.0 million of higher net sales from the Company’s TSR offering , $2.4 million of increases in non-TSR related Arc Suite net sales and $2.1 million of higher ActiveDisclosure net sales , partially offset by lower Venue net sales of $3.2 million .
 DFIN solutions.com / 2

 In connection with our responses, we acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.   ****   Should you have any questions or comments regarding our responses, please contact the undersigned at (800) 823-5304.

 Sincerely,

 /s/ DAVID A. GARDELLA

 David A. Gardella

 Executive Vice President and Chief Financial Officer

   cc: Leah Trzcinski Kami S. Turner (Donnelley Financial Solutions, Inc.)     Robert W. Downes, Esq (Sullivan & Cromwell LLP)
 DFIN solutions.com / 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

David A. Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
391 Steel Way
Lancaster, PA 17601

 Re: Donnelley Financial Solutions, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 18, 2025
 File No. 001-37728
Dear David A. Gardella:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 27

1. In several places you refer to sales mix affecting various aspects of
your results, either
 favorably or unfavorably. Please discuss how and why sales mix affects
your results,
 the extent of its impact, and the reason for the favorable/unfavorable
impact. Refer to
 Item 303(a), (b) and (b)(2)(iii) of Regulation S-K.
Results of Operations for the Year Ended December 31, 2024 as Compared to the
Year
Ended December 31, 2023 and the Year Ended December 31, 2, page 28

2. Several of the factors you note as contributing to variances between
periods in results
 and operating cash flows are not quantified as to their magnitude.
Please revise
 to include quantitative terms pursuant to Item 303(b) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
 April 17, 2025
Page 2

the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 25, 2022
David Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, IL 60601
Re:Donnelley Financial Solutions, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-37728
Dear David Gardella:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 October 24, 2022

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

Attention:

 Scott Stringer

 Adam Phippen

Division of Corporation Finance

 Office of Trade &
Services

Re:

 Donnelley Financial Solutions, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 22, 2022

 Form
10-Q for the Quarterly Period Ended June 30, 2022

 Filed August 3, 2022

Form 8-K Filed August 3, 2022

File No. 001-37728

 Ladies and Gentlemen:

Set forth below is Donnelley Financial Solutions, Inc.’s (the “Company”) response to the comment letter dated October 12,
2022 received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Staff’s comment has been restated below in its entirety. The
Company’s response follows the comment.

 Form 10-Q for the Quarterly Period Ended June 30, 2022

 Exhibits 32.1 and 32.2, page 1

 1. We note the
language in the certifications filed do not conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion of internal control over financial reporting
language within the introductory sentence of paragraph 4. Please revise future periodic reports to conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K.

Response

 The Company acknowledges the Staff’s
comment and will revise the language in Exhibits 31.1 and 31.2 to conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K in our future periodic reports, beginning with our Form 10-Q for the quarterly period ended September 30, 2022.

35 W. WACKER DRIVE    /    CHICAGO, IL 60601    /    DFINsolutions.com

 Form 8-K Filed August 3, 2022

Exhibit 99.1

 Use of
Non-GAAP Information, page 4

 2. We note you have elected to exclude depreciation and amortization from cost
of sales. You may elect to exclude amortization and depreciation from cost of sales by reference to SAB Topic 11.B; however, you must also remove the measures of gross profit and gross margin or label the measures as
non-GAAP and conform to Item 10(e)(1)(i) of Regulation S-K. Please clearly identify gross profit and gross margin as presented on page 6 as non-GAAP and present GAAP
gross profit and gross margin with equal or greater prominence, revise your reconciliations on pages 7 and 8 to begin with GAAP gross profit and if you continue to adjust gross profit for more than depreciation and amortization, please distinguish
its title, such as adjusted gross profit. Please revise accordingly or explain.

 Response

The Company acknowledges the Staff’s comment and will revise the presentation of gross profit and gross margin in our future filings, beginning with our
Form 8-K related to the Company’s financial results for the quarterly period ended September 30, 2022. Specifically, the calculation of GAAP gross profit and gross margin will include depreciation
and amortization related to cost of sales and will be presented with equal or greater prominence than non-GAAP gross profit and gross margin, which will be identified as
non-GAAP measures. Additionally, the Company will revise the presentation of gross profit within our reconciliations to begin with a reconciliation of GAAP gross profit to
non-GAAP gross profit. If non-GAAP gross profit is adjusted for more than depreciation and amortization, it will be identified as an adjusted non-GAAP measure.

 ****

Should you have any questions or comments regarding our responses, please contact the undersigned at (312)
404-0538.

Sincerely,

 /s/ DAVID A. GARDELLA

David A. Gardella

Executive Vice President and Chief Financial Officer

cc:
 Jennifer B. Reiners

Kami S. Turner

 (Donnelley
Financial Solutions, Inc.)

 Robert W. Downes

(Sullivan & Cromwell LLP)

DFINsolutions.com    /    2

United States securities and exchange commission logo
October 12, 2022
David Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, IL 60601
Re:Donnelley Financial Solutions, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 22, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022
Filed August 3, 2022
Form 8-K Filed August 3, 2022
File No. 001-37728
Dear David Gardella:
            We have reviewed your filings and have the following comments.  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-Q for the Quarterly Period Ended June 30, 2022
Exhibits 32.1 and 32.2, page 1
1.We note the language in the certifications filed do not conform exactly to the language set
forth in Item 601(b)(31)(i) of Regulation S-K.  Specifically, we note the exclusion
of internal control over financial reporting language within the introductory sentence
of paragraph 4.  Please revise future periodic reports to conform exactly to the language
set forth in Item 601(b)(31)(i) of Regulation S-K.

 FirstName LastNameDavid  Gardella
 Comapany NameDonnelley Financial Solutions, Inc.
 October 12, 2022 Page 2
 FirstName LastName
David  Gardella
Donnelley Financial Solutions, Inc.
October 12, 2022
Page 2
Form 8-K Filed August 3, 2022
Exhibit 99.1
Use of Non-GAAP Information, page 4
2.We note you have elected to exclude depreciation and amortization from cost of sales.
You may elect to exclude amortization and depreciation from cost of sales by reference to
SAB Topic 11.B; however, you must also remove the measures of gross profit and gross
margin or label the measures as non-GAAP and conform to Item 10(e)(1)(i) of Regulation
S-K.  Please clearly identify gross profit and gross margin as presented on page 6 as non-
GAAP and present GAAP gross profit and gross margin with equal or greater prominence,
revise your reconciliations on pages 7 and 8 to begin with GAAP gross profit and if you
continue to adjust gross profit for more than depreciation and amortization, please
distinguish its title, such as adjusted gross profit.  Please revise accordingly or explain.
            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 Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

January 16, 2018
David  Gardella
Chief Financial Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601
Donnelley Financial Solutions, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 28, 2017
File No. 001-37728Re:
Dear Mr. Gardella:
            We have completed our review of your filing.  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 by the staff.
Division of Corporation Finance
AD 11- Office of
Telecommunications

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Donnelley Financial Solutions, Inc.]

January 5, 2018

 Larry
Spirgel

 Assistant Director,

 AD Office 11 –
Telecommunications,

 Securities and Exchange Commission,

 100
F Street, N.E.,

 Washington, D.C. 20549-9303.

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. Spirgel:

This letter responds to the comment letter (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated December 21, 2017, concerning the above-referenced periodic reports of Donnelley Financial Solutions, Inc. (the “Company”).

The following is the Company’s response to the Comment Letter. To facilitate the Staff’s review, we have included in this letter the
numbered comments in bold text and have provided the Company’s responses immediately following each numbered comment.

 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.

 Securities and Exchange Commission

January 5, 2018

 Company Response:

The Company acknowledges the Staff’s comment and will present Non-GAAP measures following GAAP
operating results in future filings.

 Form 10-Q for the Quarterly Period Ended September 30, 2017

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.

 Company Response:

In response to the Staff’s comment, the following further explains the nature of the changes that resulted in a lower effective income tax
rate for the quarter ended September 30, 2017 as compared to the quarter ended September 30, 2016.

 The effective income tax
rate with discrete items was 28.4% for the three months ended September 30, 2017 compared to 43.6% for the three months ended September 30, 2016. The lower September 30, 2017 quarter to date (“QTD”) effective income tax rate
was driven partly by discrete items, primarily the positive settlement of tax disputes with the New York City Department of Revenue related to New York audit cycles 2005-2007 and 2008-2010, for which the Company had previously recorded ASC 740-10 liabilities. The Company received notices of proposed tax adjustments from the New York City Department of Revenue for these years which were settled with less interest than previously estimated, resulting in
the release of $0.3 million in liabilities as income tax benefit during the quarter ended September 30, 2017 (a reduction to the QTD rate of 4.1% or 410 basis points). These liabilities are unrelated to the total amounts settled with RRD
as disclosed in the Company’s 2016 Form 10-K, page F-23. The Company has no other tax disputes outstanding. The Company is, however, subject to examination by U.S.
federal, state, local and foreign taxing authorities and has open audits in certain jurisdictions.

 -2-

 Securities and Exchange Commission

January 5, 2018

 Other miscellaneous discrete items totaling $0.1 million of income tax benefits were
also recognized in the quarter ended September 30, 2017, decreasing the QTD rate by 1.4% or 140 basis points.

 The remainder of the
decrease in the September 30, 2017 QTD rate was driven by an overall reduction in the Company’s forecasted full year income tax rate (before discrete items) from June 30, 2017 to September 30, 2017, which decreased by 90 basis
points (from 41.6% at June 30, 2017 to 40.7% at September 30, 2017) due to an increase in full year income forecasted for the Company’s non-U.S. jurisdictions with lower corporate income tax
rates than the U.S. rate as compared to the Company’s full year income forecasted for the U.S. ASC 740-270 Income Taxes requires that an estimate of the annual effective tax rate be utilized on a
quarterly basis. Consequently, the true-up of the change in the forecasted full year income tax rate from June 30, 2017 to September 30, 2017 was recognized in the September 30, 2017 QTD
rate. Because the Company’s earnings before income taxes for the quarter ended September 30, 2017 were only $7.4 million (as compared to $18.1 million for the quarter ended September 30, 2016), the impact of the true-up to reduce the forecasted full year income tax rate from 41.6% to 40.7% was relatively more significant on the September 30, 2017 QTD rate.

The Company acknowledges the Staff’s comment and will consider including further detail on the nature of the items contributing to
changes in the Company’s effective income tax rate in future filings.

 * * * * * *

 -3-

 Securities and Exchange Commission

January 5, 2018

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact the undersigned at (844) 866-4337.

Sincerely,

/s/ David A. Gardella

David A. Gardella

Chief Financial Officer

cc:
Robert S. Littlepage

Kathryn Jacobson

Joshua Shainess

(Securities and Exchange Commission)

Jennifer B. Reiners

Kami Turner

(Donnelley Financial Solutions, Inc.)

Robert W. Downes

James M. Shea, Jr.

(Sullivan & Cromwell LLP)

 -4-

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

CORRESP
1
filename1.htm

CORRESP

 Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

 J.P. Morgan
Securities LLC

 Wells Fargo Securities, LLC

As representatives of the several Underwriters

c/o Citigroup Global Markets Inc.

388 Greenwich Street

 New York, New
York 10013

 VIA EDGAR

 June 12, 2017

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Joshua Shainess

Re:
Donnelley Financial Solutions, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-216933)

 Mr. Shainess:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:00 p.m. EST on June 13, 2017, or as soon thereafter
as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the
Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 7, 2017, through the date hereof:

Preliminary Prospectus dated June 7, 2017:

1,254 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of Page
Intentionally Left Blank]

 Very truly yours,

As Representatives of the several Underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Eric Levengood

Name: Eric Levengood

Title: Managing Director

 MERRILL LYNCH, PIERCE, FENNER & SMITH

    INCORPORATED

By:

/s/ Dan Kelly

Name: Dan Kelly

Title: Managing Director

J.P. MORGAN SECURITIES LLC

By:

/s/ N. Goksu Yolac

Name: N. Goksu Yolac

Title: Managing Director

WELLS FARGO SECURITIES, LLC

By:

/s/ Gregory M. Ogborn

Name: Gregory M. Ogborn

Title: Director, ECM

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Donnelley Financial Solutions, Inc.]

June 12, 2017

 Via E-mail and EDGAR

 Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F Street, N.E.,

 Washington, D.C.
20549.

 Attention: Joshua Shainess

Re:
Acceleration Request for Donnelley Financial Solutions, Inc.

Registration Statement on Form S-1 (File No. 333-216933)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Donnelley Financial Solutions, Inc. (the “Company”) hereby
requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-216933 (the “Registration Statement”) be accelerated so that it will become effective at 3:00 PM, Eastern time, on
June 13, 2017, or as soon thereafter as practicable.

 The Registrant hereby acknowledge its responsibilities under the Securities Act
of 1933, as amended, as they relate to the above-referenced Registration Statement. In addition, the Registrant hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from their full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [remainder of page intentionally left blank]

 Securities and Exchange Commission

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Brian Farber at
Sullivan & Cromwell LLP at (212) 558-7249.

Very truly yours,

Donnelley Financial Solutions, Inc.

By:

/s/ Jennifer Reiners

Name:

Jennifer Reiners

Title:

Executive Vice President; General Counsel

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 May 18, 2017

VIA EDGAR

 Securities and Exchange Commission,

 Division of Corporation Finance,

100 F Street, N.E.,

 Washington,
D.C. 20549.

Attn:
Larry Spirgel, Assistant Director

Re:
Donnelley Financial Solutions, Inc.

 Amendment No. 1 to Registration Statement
on Form S-1

 Filed May 18, 2017

File No. 333-216933

Dear Mr. Spirgel:

 On behalf of Donnelley
Financial Solutions, Inc. (the “Company”), we hereby notify you that the Company filed Amendment No. 1 to its Registration Statement on Form S-1 (“Amendment No. 1”) with the
Securities and Exchange Commission (the “SEC”) on May 18, 2017.

 In addition to incorporating the disclosures included in
the Company’s previous response to the comments of the Staff of the SEC and updating the financial information, Amendment No. 1 includes disclosure on pages 110 and 128 addressing the tax-free nature
(to R.R. Donnelley and Sons Company) of the proposed debt-for-equity exchange between R.R. Donnelley and Sons Company and the selling stockholders identified in
Amendment No. 1.

 Should there be any questions with respect to Amendment No. 1, please do not hesitate to contact the
undersigned at (212) 558-4312.

Respectfully submitted,

 /s/ Robert W. Downes

Robert W. Downes

cc:
Joshua Shainess

 (Securities and Exchange Commission)

Daniel N. Leib

 Jennifer Reiners

 (Donnelley Financial Solutions, Inc.)

James J. Clark, Esq.

 Securities and Exchange Commission

May 18, 2017

 Page 2

 Helene R. Banks, Esq.

Marc R. Lashbrook, Esq.

 (Cahill
Gordon & Reindel LLP)

 Michael J. Zeidel, Esq.

(Skadden, Arps, Slate, Meagher & Flom LLP)

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 April 27, 2017

VIA EDGAR

 Securities and Exchange Commission,

     Division of Corporation Finance,

        100 F Street, N.E.,

            Washington, D.C. 20549.

Attn:
Larry Spirgel, Assistant Director

Re:
Donnelley Financial Solutions, Inc.

Registration Statement on Form S-1

Filed March 24, 2017

File No. 333-216933

 Dear Mr. Spirgel:

On behalf of Donnelley Financial Solutions, Inc. (the “Company”), set forth below is the response to the comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated April 12, 2017, relating to the Company’s Registration Statement on Form S-1 filed with the Commission on March 24,
2017 (the “Registration Statement”).

 For your convenience, the text of the Staff’s comment is set forth in italics below,
followed by the response. The response set forth below has been provided to the Company by R.R. Donnelley & Sons Company (“R.R. Donnelley & Sons”).

1.
We note that the structure of this offering involves the transfer of shares from R.R. Donnelley & Sons to creditors of the company for the purpose of satisfying certain debt obligations, followed by the sale
of those shares through an underwriter who will acquire the shares directly from the creditors and “act” as the selling stockholder. Please explain the purpose of structuring the transaction as a debt-for-equity exchange in this manner.
Explain why R.R. Donnelley & Sons’ shares are not being offered directly through an underwriter with the proceeds of such an offering being used to satisfy the company’s debt obligations. Confirm that any creditors who are selling
stockholders will be identified as selling stockholders after effectiveness pursuant to Rule 430B.

 Response:

On October 1, 2016, R.R. Donnelley & Sons distributed approximately 80.75 percent of the outstanding shares of the Company’s
common stock to R.R. Donnelley & Sons’ stockholders in a transaction (the “Spin-Off”) that was intended to qualify for tax-free treatment to R.R. Donnelley & Sons and its stockholders under Sections 355 and
368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”).

Table of Contents

 Securities and Exchange Commission

April 27, 2017

  Page
 2

 Section 361(c) of the Code provides that a distributing corporation in a spin-off
generally will not recognize gain or loss upon the distribution to its shareholders or creditors of stock or securities of a controlled corporation pursuant to the plan of reorganization. The Internal Revenue Service (the “Service”) has
generally treated debt-for-stock exchanges as tax-free for U.S. federal income tax purposes in circumstances where creditors of the distributing corporation acquired stock of a controlled corporation in repayment of such debt, even where such
creditors acquired such stock with a view to disposing of it in a subsequent transaction (including as underwriters in a public offering). Accordingly, a distributing corporation is generally able to repay or otherwise extinguish its existing debt
using stock of a controlled corporation in connection with a spin-off without incurring the tax cost associated with a taxable disposition of such stock. In contrast, a disposition of the stock of a controlled corporation for cash is generally a
taxable transaction, even when effected in connection with a spin-off and where proceeds are used to repay debt of the distributing corporation.

As such, R.R. Donnelley & Sons expects to dispose of its remaining shares of the Company’s common stock in a transaction that is
similar to debt-for-stock exchanges generally respected by the Service as tax-free for U.S. federal income tax purposes. R.R. Donnelley & Sons respectfully submits that structuring the transaction as a debt-for-stock exchange in this
manner, followed by the sale of the shares exchanged in the debt-for-stock exchange through one or more underwriters who will acquire those shares directly from the selling stockholders, is consistent with other transactions described in
registration statements filed with the Commission.

 In advance of the offering, Citigroup Global Markets Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Selling Stockholders”) or their affiliates will acquire certain debt obligations of R.R. Donnelley & Sons (the
“RRD Notes”) through open-market purchases and/or a third party cash tender offer. Pursuant to the debt-for-stock exchange, R.R. Donnelley & Sons will exchange the shares of the Company’s common stock owned by it for the
RRD Notes held by the Selling Stockholders or their affiliates. The Selling Stockholders will then sell those shares through the underwriters in the public offering pursuant to the Registration Statement. In addition, the Selling Stockholders will
also act as underwriters for the offering.

 The Company respectfully submits that it will revise the disclosure on the cover page and pages
i, 5, 6, 25, 28, 105, 106, 121, 122, 123, 127 and II-1 of the Registration Statement to reflect the foregoing in an amendment that it will file shortly to reflect its first quarter financial results. Marked copies of those pages of the
Registration Statement reflecting the proposed changes are attached hereto as Annex A.

 Please do not hesitate to call me at
(212) 558-4312 with any questions or further comments you may have regarding this letter or if you wish to discuss the above response.

Respectfully submitted,

/s/ Robert W. Downes

Robert W. Downes

Table of Contents

 Securities and Exchange Commission

April 27, 2017

  Page
 3

cc:
Joshua Shainess

(Securities and Exchange Commission)

Daniel N. Leib

Jennifer Reiners

(Donnelley Financial Solutions, Inc.)

Michael J. Zeidel, Esq.

(Skadden, Arps, Slate, Meagher & Flom LLP)

Table of Contents

 The information in this preliminary prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 24, 2017

PRELIMINARY PROSPECTUS

 6,242,802 Shares

Donnelley Financial Solutions, Inc.

Common Stock

 $
    per share

This is a public offering of shares of common stock, par value $0.01 per share, of Donnelley Financial Solutions, Inc. Our common stock is
listed on the New York Stock Exchange under the symbol “DFIN”. On March 23, 2017, the last reported sales price of our common stock was $19.25 per share.

Citigroup Global Markets, Inc., or Citigroup, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or Merrill Lynch, J.P. Morgan
Securities LLC, or J.P. Morgan, and Wells Fargo Securities, LLC, or Wells Fargo, are selling 6,242,802 shares of our common stock. We are registering the offer and sale of our common stock to satisfy registration rights we have granted to
the selling stockholders. We will not receive any of the proceeds from the sale of those shares. R.R. Donnelley & Sons Company, or RRD, will exchange the shares of common stock to be sold in this offering (which constitutes RRD’s
entire remaining position in our common stock) with the selling stockholders or their affiliates, who are the underwriters or their affiliates, in a debt-for-equity exchange for certain debt obligations of RRD held by the selling
stockholders or their affiliates. Citigroup, Merrill Lynch, J.P. Morgan and Wells Fargo, as selling stockholders, are offering to sell those shares pursuant to this offering. RRD may be deemed to be a selling
stockholder in this offering solely for U.S. federal securities laws purposes.

 Investing in
our common stock involves risk. See Risk Factors beginning on page 13 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

 Public Offering Price

$

$

 Underwriting Discounts and Commissions

$

$

 Proceeds to selling stockholders (before expenses)

$

$

 We have granted the underwriters an option to purchase up to an additional 936,420 shares of our common stock
within 30 days of this prospectus. If the underwriters exercise their option to purchase additional shares of our common stock in full, the net proceeds to us would be $            , after
deducting estimated underwriting discounts and commissions. We intend to use the proceeds from the offering of any additional shares purchased from us by the underwriters for general corporate purposes. See “Use of Proceeds” for additional
information.

 The underwriters expect to deliver the common shares to purchasers on or
about             , 2017 through the book-entry facilities of The Depository Trust Company.

Citigroup

BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

Prospectus dated            , 2017.

Table of Contents

 TABLE OF CONTENTS

Page

 SUMMARY

1

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

11

 RISK FACTORS

13

 USE OF PROCEEDS

28

 DIVIDEND POLICY

29

 CAPITALIZATION

30

 UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL
INFORMATION

31

 SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

34

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS

37

 BUSINESS

62

 CORPORATE GOVERNANCE AND MANAGEMENT

69

 EXECUTIVE COMPENSATION

77

 PRINCIPAL AND SELLING STOCKHOLDERS

105

 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

107

 DESCRIPTION OF CAPITAL STOCK

113

 MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
 OF OUR COMMON STOCK

118

 UNDERWRITING (CONFLICTS OF INTEREST)

121

 VALIDITY OF COMMON STOCK

127

 EXPERTS

128

 AVAILABLE INFORMATION

129

 INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

F-1

 Neither we, RRD, the selling stockholders, nor the underwriters (or any of our or their respective
affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, RRD, the selling
stockholders, nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. RRD, the selling
stockholders, and the underwriters (or any of their respective affiliates) are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We own or have rights to certain trademarks and trade names that we use in conjunction with the operations of our business. Each trademark,
trade name or service mark of any other company appearing in this prospectus belongs to its holder. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the
rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any
other companies.

 -i-

Table of Contents

 Recent Developments

Debt-for-Equity Exchange

 In connection
with this offering, RRD will exchange the shares of common stock of the Company owned by it for certain debt obligations of RRD held by the selling stockholders. The selling stockholders are offering such shares pursuant to this
offering. The settlement of the debt-for-equity exchange will occur on the settlement date of this offering, immediately prior to the settlement of this offering. See “Underwriting (Conflicts of Interest)—Conflicts of Interest—The
Debt-for-Equity Exchange.”

 Company Information

We are a Delaware corporation with our principal executive offices at 35 West Wacker Drive, Chicago, Illinois 60601. Our telephone number as of
the date of this prospectus is (312) 326-8000.

 Donnelley Financial was incorporated on February 22, 2016 as a direct,
wholly-owned subsidiary of RRD. On October 1, 2016, RRD completed the Distribution of approximately 80.75% of Donnelley Financial’s issued and outstanding shares of common stock on the basis of one share of Donnelley Financial common stock
for every eight shares of RRD common stock held as of the close of business on September 23, 2016, the record date.

 5

Table of Contents

 The Offering

 The offering

6,242,802 shares of common stock offered by the selling stockholders.

 Common stock outstanding immediately before this offering

32,781,803 shares.

 Common stock outstanding immediately after this offering

32,781,803 shares (33,718,223 shares if the underwriters exercise in full their option to purchase additional shares of common stock from us).

 Option to purchase additional shares of common stock from us

We have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to an additional 936,420 shares from us.

 Use of proceeds

We will not receive any proceeds from the sale of our common stock by the selling stockholders. If the underwriters exercise their option to purchase additional shares of our common stock in full, the net proceeds to us would be
$            , after deducting the estimated underwriting discounts and commissions. We intend to use the proceeds from the offering of any additional shares of our common stock purchased
from us by the underwriters for general corporate purposes.

 Dividend Policy

We have not paid any dividends and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors retains the discretion to declare and pay all dividends, if any. See “Dividend Policy”.

 Conflicts of Interest

Pursuant to the debt-for-equity exchange, RRD will exchange the shares of common stock of the Company owned by it for certain debt obligations of RRD held by the selling stockholders or their affiliates. The debt obligations exchanged
will be cancelled or otherwise deemed satisfied upon delivery to RRD. The selling stockholders are offering such shares pursuant to this offering.

The underwriters for this offering are also the selling stockholders in this offering. As selling stockholders, the underwriters or their affiliates will receive all the net proceeds of this offering (except for
proceeds from any exercise by the underwriters of their option to purchase additional shares from us).

 Those underwriters or their affiliates who will receive more than 5% of the offering proceeds in connection with the
extinguishment of debt have a “conflict of interest” in connection with this offering under Rule 5121(f)(5)(C)(i) of the FINRA Conduct Rules. Pursuant to Rule 5121, the appointment of a qualified independent underwriter is

 6

Table of Contents

 We cannot be sure that our investments or operations in other countries will produce desired levels of net sales
or that one or more of the factors listed above will not affect our global business.

 We have a limited operating history as a public company.

 We have only been a public company for several months, and thus there

Mail Stop 3720
April 12 , 2017

Daniel N. Leib
Chief Executive Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
  Registration Statement on Form S-1
Filed  March 24, 2017
  File No.  333-216933

Dear Mr. Leib:

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstan ces or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

1. We note  that the structure  of this offering involves the transfer of shares from R.R.
Donnelley & Sons to creditors of the company for the purpose of satisfying certain debt
obligations, followed by the sale of those shares through an underwriter who will acquire
the shares directly from the creditors and “act” as the selling stockholder.  Please explain
the purpose of structuring the transaction as a debt -for-equity exchange in this manner.
Explain why R.R. Donnelley & Sons’ shares are not being offered directly  through an
underwriter with the proceeds of such an offering being used to satisfy the company’s
debt obligations.  Confirm that any creditors who are selling stockholders will be
identified as selling stockholders after effectiveness pursuant to Rule 430 B.

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.

Daniel N. Leib
Donnelley Financial Solutions, Inc.
April 12, 2017
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Joshua Shainess, Attorney -Adviser,  at (202) 551 -7951  or me at (202) 551 -
3810  with any other qu estions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Robert W. Downes, Esq.
Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

CORRESP

 DONNELLEY FINANCIAL SOLUTIONS, INC.

DONNELLEY FINANCIAL, LLC

 DFS
INTERNATIONAL HOLDINGS, INC.

 35 West Wacker Drive

Chicago, Illinois 60601

March 20, 2017

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Joshua Shainess

Re:
Donnelley Financial Solutions, Inc. et al.—Registration Statement on Form S-4 (File No. 333-216619)

Dear Mr. Shainess:

 On behalf of Donnelley
Financial Solutions, Inc., Donnelley Financial, LLC and DFS International Holdings, Inc. (the “Registrants”), I hereby respectfully request that the above-referenced registration statement on Form S-4 (the “Registration
Statement”) be declared effective on March 22, 2017 at 4:00 p.m. eastern standard time, or as soon thereafter as practicable.

The Registrants hereby acknowledge their responsibilities under the Securities Act of 1933, as amended, as they relate to the above-referenced
Registration Statement. In addition, the Registrants hereby acknowledge that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrants from their full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

Securities and Exchange Commission

-2-

•

the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [remainder of page intentionally left blank]

Securities and Exchange Commission

-3-

 Please do not hesitate to contact Robert W. Downes of Sullivan & Cromwell LLP by
telephone (+1 212 558 4312) or email (downesr@sullcrom.com) with any questions or comments regarding this filing. In addition, please inform Mr. Downes when this request for acceleration has been granted.

Sincerely,

 /s/ Jennifer B.
Reiners

 Jennifer B. Reiners

General Counsel and Chief

Compliance Officer

cc:
Robert W. Downes

(Sullivan & Cromwell LLP)

CORRESP
1
filename1.htm

CORRESP

 DONNELLEY FINANCIAL SOLUTIONS, INC.

DONNELLEY FINANCIAL, LLC

 DFS
INTERNATIONAL HOLDINGS, INC.

 35 West Wacker Drive

Chicago, Illinois 60601

March 20, 2017

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Joshua Shainess

Re:
Donnelley Financial Solutions, Inc. et al.—Registration Statement on Form S-4 (File No. 333-216619)

Dear Mr. Shainess:

 In connection with the
registration statement on Form S-4 (File No. 333-216619) of Donnelley Financial Solutions, Inc. (the “Issuer”) and Donnelley Financial, LLC and DFS International Holdings, Inc. (together,
the “Guarantors”) relating to the exchange offer of $300,000,000 of the Issuer’s 8.250% Senior Notes due 2024 issued on September 30, 2016 (the “Old Notes”) and the guarantees of each of the Guarantors of such Old Notes
(the “Old Guarantees” and, together with the Old Notes, the “Old Securities”), previously issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Issuer and
the Guarantors hereby make the following representations to the Commission:

1.
The Issuer and the Guarantors are registering under the Securities Act the 8.250% Senior Notes due 2024 (the “New Notes”) and the guarantees of each of the Guarantors of such New Notes (the “New
Guarantees” and, together with the New Notes, the “New Securities”), to be offered in the exchange offer (the “Exchange Offer”) in reliance on the staff’s position in Shearman & Sterling (available
July 2, 1993), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holding Corporation (available May 13, 1988) (collectively, the “Exxon Capital Letters”); and

2.
 Neither the Issuer nor any of the Guarantors has entered into any arrangement or understanding with any person to
distribute the New Securities to be received in the Exchange Offer and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the New Securities in the ordinary course of its business
and has no arrangement or

Securities and Exchange Commission

-2-

understanding with any person to participate in the distribution of the New Securities to be received in the Exchange Offer. In this regard, the Issuer and the Guarantors will make each person
participating in the Exchange Offer aware (through the prospectus relating to the Exchange Offer or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the New Securities (a) may not rely on the
staff’s position in the Exxon Capital Letters or similar letters and (b) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuer and the
Guarantors acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer and the Guarantors will also include in the letter of transmittal (or similar documentation to be executed by
each person participating in the Exchange Offer) disclosure that by accepting an Exchange Offer each holder (including any broker-dealer) of the Old Securities represents to the Issuer that it is not an affiliate of the Issuer, that the New
Securities will be acquired in the ordinary course of business, and that such holder is not engaged in, and does not intend to engage in, a distribution of the New Securities to be received in the Exchange Offer. If a broker-dealer holds Old
Securities for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of
securities to be received in the Exchange Offer.

 [remainder of page intentionally left blank]

Securities and Exchange Commission

-3-

 Please do not hesitate to contact Robert W. Downes of Sullivan & Cromwell LLP by
telephone (+1 212 558 4312) or email (downesr@sullcrom.com) with any questions or comments regarding this filing.

 Sincerely,

/s/ Jennifer B. Reiners

Jennifer B. Reiners

 General
Counsel and Chief

 Compliance Officer

cc:
Robert W. Downes

(Sullivan & Cromwell LLP)

Mail Stop 3720

March 1 6, 2017

Daniel N. Leib
Chief Executive Officer
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
  Registration Statement on Form S-4
Filed  March 10, 2017
  File No.  333-216619

Dear Mr. Leib :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Joshua Shainess, Attorney -Adviser,  at (202) 551 -7951  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Robert W. Downes, Esq.
 Sullivan & Cromwell LLP

Mail Stop 3720

September 20, 2016

Suzanne S. Bettman
President
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
Form 10
Filed March 31, 2016
File No. 001-37728

Dear Ms. Bettman :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Audra D. Cohen
 James M. Shea, Jr.

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Sullivan & Cromwell LLP]

September 16, 2016

 Larry Spirgel

Assistant Director,

 AD Office 11 – Telecommunications,

Securities and Exchange Commission,

 100 F Street, N.E.,

Washington, D.C. 20549-9303.

Re:

 Donnelley Financial Solutions, Inc.

 Amendment
No. 6 to Form 10-12B

 Filed September 14, 2016

 File No.
001-37728

 Dear Mr. Spirgel:

This letter responds to the comment letter (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated September 15, 2016, concerning Amendment No. 6 to the Registration Statement on Form 10 (the “Registration Statement”) of Donnelley Financial Solutions, Inc. (the
“Company”).

 The following is the Company’s response to the Comment Letter. As a result of the revisions to the
Registration Statement, some page references have changed. The page references in the comments refer to page numbers of the Information Statement filed as Exhibit 99.1 to Amendment No. 6 to the Registration Statement, as filed on September
14, 2016 and page references in the responses refer to page numbers in the marked copy of the Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 7 to the Registration Statement, as filed on September
16, 2016 (“Amendment No. 7”). To facilitate the Staff’s review, we have included in this letter the numbered comments in bold text and have provided the Company’s responses immediately following each numbered
comment. The responses to the Staff’s comments set forth below, as well as the changes in disclosure referenced in the responses, are the responses and changes of the Company, and we are providing them to you on its behalf.

 Securities and Exchange Commission

September 16, 2016

 Information Statement

Unaudited Pro Forma Combined Financial Information, pages 65-71

1.
Please revise the number of outstanding shares used to calculate pro forma earnings per share to give effect to the actual number of shares that will be outstanding immediately after the spin-off transaction.

 Company Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 66, 67, and 69-70.

* * * * * *

 In responding to
the Staff’s comments, the Company acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 -2-

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact the undersigned at (212) 558-3275 or by email (cohena@sullcrom.com).

Sincerely,

/s/ Audra D. Cohen

Audra D. Cohen

cc:
Robert S. Littlepage

 Christie Wong

Courtney Lindsay

 Paul Fischer

 (Securities and Exchange Commission)

Suzanne S. Bettman

 (Donnelley
Financial Solutions, Inc.)

 Daniel N. Leib

(R. R. Donnelley & Sons Company)

James M. Shea, Jr.

 (Sullivan
& Cromwell LLP)

CORRESP
1
filename1.htm

CORRESP

 September 16, 2016

VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporate Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549-9303

Re:

 Donnelley Financial Solutions, Inc.

Form 10-12B

 File No. 001-37728

 Ladies and Gentlemen:

In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), Donnelley
Financial Solutions, Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10 (Commission File No. 001-37728) be accelerated by the Securities and Exchange Commission (the
“Commission”) to 3:00 p.m., Eastern Standard Time, on September 20, 2016, or as soon thereafter as practicable.

 The Company
hereby confirms that it is aware of its obligations under the Act. In addition, the Company acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Audra D. Cohen at
(212) 558-3275, with written confirmation sent by facsimile to (212) 291-9196 and by mail to the address listed on the cover of the Registration Statement.

* * *

 Sincerely,

DONNELLEY FINANCIAL SOLUTIONS, INC.

By

/s/ Suzanne S. Bettman

Name:

Suzanne S. Bettman

Title:

President

Mail Stop 3720

September 15, 2016

Suzanne S. Bettman
President
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
 Amendment No. 6 to Form 10 -12B
Filed September 14, 2016
File No. 001 -37728

Dear Ms. Bettman:

We have reviewed your most recent amendment  and have the following comment.

Please respond to this letter by amending your filing and providing the requested
information .  If you do not believe our comment  applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing your response and any amendment y ou may file in r esponse to the
comment , we may have additional comment .

Unaudited Pro Forma Combined Financial Statements, pages 65 - 71

1. Please revise the number of outstanding shares used to calculate pro forma earnings per
share to give effect to the actu al number of shares that will be outstanding immediately
after the spin -off transaction.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secur ities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they ha ve made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Suzanne S. Bettman
Donnelley Financial Solutions, Inc.
September 15, 2016
Page 2

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,
Staff Attorney, at (202) 551 -7237 or Paul Fischer, Staff Attorney, at (202) 551 -3415 with any
other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

Cc: Audra D. Cohen
 James M. Shea, Jr.

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Sullivan & Cromwell LLP]

June 7, 2016

 Larry
Spirgel

 Assistant Director

 AD Office 11 -
Telecommunications

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-9303

Re:

Donnelley Financial Solutions, Inc.

Registration Statement on Form 10

Filed March 31, 2016

File No. 001-37728

 Dear Mr. Spirgel:

This letter responds to the comment letter (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated April 27, 2016, concerning the Registration Statement on Form 10 (the “Registration Statement”) of Donnelley Financial Solutions, Inc. (the “Company”).

The following is the Company’s response to the Comment Letter. As a result of the revisions to the Registration Statement, some page
references have changed. The page references in the comments refer to page numbers of the Information Statement filed as Exhibit 99.1 to the Registration Statement as filed on March 31, 2016 and page references in the responses refer to page
numbers in the marked copy of the Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 1 to the Registration Statement, as filed on June 7, 2016 (“Amendment No. 1”). To
facilitate the Staff’s review, we have included in this letter the numbered comments in bold text and have provided the Company’s responses immediately following each numbered comment. The responses to the Staff’s comments set forth
below, as well as the changes in disclosure referenced in the responses, are the responses and changes of the Company, and we are providing them to you on its behalf. The Company has, concurrently with the filing of this response letter, provided
four marked copies of the Information Statement and response letter via messenger.

 Securities and Exchange Commission

June 7, 2016

 General

1.
Please file your exhibits, such as the Separation and Distribution Agreement, as soon as practicable. We will need adequate time to review, and, if necessary, comment upon your disclosure regarding the exhibits.

 Company Response:

The Company acknowledges the Staff’s comment. The Company respectfully advises the Staff that it intends to file all remaining exhibits as
soon as practicable. The Company also acknowledges that all exhibits and related disclosure are subject to the Staff’s review and understands that the Staff will need a reasonable period of time to review these materials prior to effectiveness.

2.
Please advise us when you will obtain the tax opinion of Sullivan & Cromwell LLP and whether you intend to file the opinion as an exhibit or an appendix to the filing.

Company Response:

Sullivan & Cromwell LLP will deliver the tax opinion to the Company on or prior to the date of the distribution of the Company’s
shares of common stock to the stockholders of R. R. Donnelley & Sons Company. The Company intends to file the form of the tax opinion as an exhibit to the registration statement, and will include the form of such tax opinion in a subsequent
amendment. The exhibit index to Amendment No. 1 has been revised accordingly to add the form of tax opinion as Exhibit 8.1.

 Exhibit 99.1
Preliminary Information Statement dated March 31, 2016

3.
We note a number of blank spaces throughout your information statement. Please include these disclosures in your revised information statement as soon as possible. Note that we may have additional comments once you
have provided these disclosures.

 Company Response:

The Company acknowledges the Staff’s comment and has updated the Information Statement with certain disclosures, including, among other
things, information regarding executive compensation. The Company will provide additional disclosures, as well as file any remaining exhibits, as promptly as practicable in subsequent amendments to the Registration Statement. The Company also
acknowledges that the Staff may have additional comments based on the additional disclosures.

 -2-

 Securities and Exchange Commission

June 7, 2016

 Business

Client Services, page 49

4.
We note you have made a strategic investment in Peloton Documents Solutions LLC and provide Venue Deal Marketing services through this entity. We also note that you have made similar investment in Mediant
Communications, Inc. and provide a suite of software to your customers through this company. Please describe the nature of your investments, and how you account for and report these transactions.

Company Response:

 The
Company respectfully advises the Staff that its investment in Peloton, $2 million and 15% ownership, is a minority equity investment that is accounted for under the equity method of accounting. The investment in Peloton occurred in Q1 2016. The
Company’s investment in Mediant, $10 million and 10% ownership, is a minority equity investment accounted for under the cost method of accounting. The Company believes that these investments do not represent a material portion of the
Company’s business and that additional disclosure in the Registration Statement would not provide a meaningful level of information to investors.

Properties, page 54

5.
Please clarify, as applicable, if your headquarters and properties will remain coterminous with RRD headquarters after the spin-off is consummated.

Company Response:

 In
response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 on page 57.

 Financial Statements

Combined Statement of Operations, page F-3

6.
Disclose on the face of your income statement pro forma earnings per share data for all periods, giving effect to the number of shares of common stock to be issued in the Separation and the Distribution Transactions.

 Company Response:

The Company respectfully advises the Staff that it believes this disclosure is not required in accordance with the Financial Reporting Manual
3400, Special Applications. However, the Company has included pro forma earnings per share data in the “Unaudited Pro Forma Combined Financial Information” on pages 61-62 of the Information Statement. Although the amounts are currently
blank, the Company plans to include these in a future amendment of the Information Statement.

 -3-

 Securities and Exchange Commission

June 7, 2016

 * * * * * *

In responding to the Staff’s comments, the Company acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 -4-

 Securities and Exchange Commission

June 7, 2016

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact the undersigned at (212) 558-3275 or by email (cohena@sullcrom.com).

Sincerely,

/s/ Audra D. Cohen

cc:
Robert S. Littlepage

 Christie Wong

Courtney Lindsay

 Paul Fischer

 (Securities and Exchange Commission)

Suzanne S. Bettman

 (Donnelley
Financial Solutions, Inc.)

 Daniel N. Leib

(R. R. Donnelley & Sons Company)

James M. Shea, Jr.

(Sullivan & Cromwell LLP)

 -5-

Mail Stop 3720

April 27, 2016

Suzanne S. Bettman
President
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
 Form 10
Filed March 31, 2016
File No. 001 -37728

Dear Ms. Bettman:

We have reviewed your filing and have the following comments.  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 r esponse.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

General

1. Please file your exhibits, such as the Separation and Distribution Agreement, as soon as
practi cable. We will need adequate time to review, and, if necessary, comment upon your
disclosure regarding the exhibits.

2. Please advise us when you will obtain the tax opinion of Sullivan & Cromwell LLP and
whether you intend to file the opinion as an exhibit  or an appendix to the filing.

Exhibit 99.1 Preliminary Information Statement dated March 31, 2016

3. We note a number of blank spaces throughout your information statement. Please include
these disclosures in your revised information statement as soon as p racticable.  Note that
we may have additional comments once you have provided these disclosures.

Suzanne S. Bettman
Donnelley Financial Solutions, Inc.
April 27, 2016
Page 2

 Business

Client Services, page 49

4. We note you have made a strategic investment in Peloton Documents Solutions LLC and
provide Venue Deal Marketing services through this entity.  We also note that you have
made similar investment in Mediant Communications, Inc. and provide a suite of
softwa re to your customers through this company.  Please describe the nature of your
investments, and how you account for and report these transactions.

Properties, page 54

5. Please clarify, as applicable, if your headquarters and properties will remain cotermi nous
with RRD headquarters after the spin -off is consummated.

Financial Statements

Combined Statements of Operations, page F -3

6. Disclose on the face of your income statement pro forma earnings per share data for all
periods, giving effect to the number o f shares of common stock to be issued in the
Separation and the Distribution Transactions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they  have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,

Suzanne S. Bettman
Donnelley Financial Solutions, Inc.
April 27, 2016
Page 3

 Staff Attorney, at (202) 551 -7237 or Paul Fischer, Staff Attorney, at (202) 551 -3415 with any
other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

Cc: Audra D. Cohen
 James M. Shea, Jr.