Donnelley Financial : DFIN Investor Presentation

Investor Presentation

AUGUST 2020

DFINsolutions.com

© 2020 DFIN. All rights reserved.

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.

FORWARD LOOKING STATEMENTS AND USE OF NON-GAAP FINANCIAL MEASURES

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 Donnelley Financial and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about Donnelley Financial 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 Donnelley Financial 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 Donnelley Financial'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 Donnelley Financial'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 Donnelley Financial's periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in Donnelley Financial's Form 10-K for the fiscal year ended December 31, 2019, those discussed under "Cautionary Statement" in Donnelley Financial's quarterly Form 10-Q filings, and in other investor communications of Donnelley Financial's from time to time. Donnelley Financial 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.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts." The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations, given that it is not an indicator of business performance.

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 Donnelley Financial and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about Donnelley Financial 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 Donnelley Financial 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 Donnelley Financial'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 Donnelley Financial'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 Donnelley Financial's periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in Donnelley Financial's Form 10-K for the fiscal year ended December 31, 2019, those discussed under "Cautionary Statement" in Donnelley Financial's quarterly Form 10-Q filings, and in other investor communications of Donnelley Financial's from time to time. Donnelley Financial 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.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts." The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations, given that it is not an indicator of business performance.

2

THE DFIN STORY

Leader in SEC compliance & shareholder communications

Comprehensive suite of growing software solutions

Large base of recurring revenue with high customer retention

Market leading capital markets transactional business (IPOs, M&A)

Capital light business model, improving revenue mix, strong cash flow

75K

2019 SEC

Filings

$189M

2019

Software Sales

$540M

2019 sales from recurring sources

#1

SEC Filing Agent

• Transaction Filings

2.0x

2019 net leverage

#1

SEC Filing

Agent - Total

Filings

22%

Software % of

total 2019 sales

62%

2019 sales %

recurring sources

$249M

2019 capital

markets

transactional

filing sales

$25M

Repurchase authorization

3

DFIN AT A GLANCE

What we do

• DFIN assists private/public companies and investment firms with the creation, submission and distribution of regulatory filings
• In its transactional business, DFIN is a leader in assisting companies doing IPO's, M&A transactions and debt offerings with prospectus creation, filing and printing needs
• DFIN has a strong portfolio of software solutions
• • Venue: Virtual Data Room for M&A, equity and debt transactions
  • FundSuiteArc: Investment company cloud-based content management platform
  • ActiveDisclosure: Document tagging, collaboration and filing

Capitalization
$ in millions, except per share amounts
Share price	$9.85
Shares outstanding	34
Market Capitalization	$335
Net debt (YE 2019)1	283
Enterprise Value	$618
2019
Revenue	$875
EBITDA	137
Adj. FCF	35

Segment overview

• Capital Markets services corporate clients by providing digital document creation and online content management tools to support regulatory reporting for transactions (i.e. IPOs, M&A, and debt offerings) and re-occurring filings (i.e. 10K's, 10Q's, and proxies)
• • CM Software Solutions: Venue, ActiveDisclosure, eBrevia
• Investment Companies services mutual funds, insurance companies and hedge funds - provides cloud-based tools for creating and filing high quality regulatory documents (i.e. Forms NMFP, N-PORT,N-CEN)
• • IC Software Solutions: FundSuiteArc

Revenue breakdown (2019)

Revenue by type	Revenue by segment
Other
4%
			CM
		IC	Software
		15%
		Compliance
	Compliance
Transactional	34%
30%	44%
			CM
Software			Compliance
		44%
Solutions

22%	IC Software
	7%

Market data as of 8/4/20. Capitalization table reflects 2019 financial metrics.
1 Refers to 2019 YE net debt. Point-in-time leverage impacted by quarterly seasonality of cash flows	4

A LEADER IN GLOBAL RISK AND COMPLIANCE

Strong Brand with Global Reach		Blue Chip Client Base

			Well-positioned	Strong tech-enabled	2,900 employees,
Recognized brand
to help clients	service	62 locations
in the market
navigate the	backbone;	globally,
			changing	Product	13 countries
			regulatory	transitioning
			environment	to software

350+		750+
S&P 500 Clients		Fortune 1000 Clients
in 2019			in 2019
		80%

Of the top 50 global fund complexes work with DFIN

5

WHY INVEST IN DFIN?

Software		Approaching $200mm of software sales expected to grow at a double-digit rate annually

Business mix shift Growth of high-margin software is offsetting declining low-margin print services

Free cash flow		Healthy EBITDA margins, low CapEx, declining interest expense are driving strong FCF

Shareholder-focused Divesting non-core assets. Consistently reducing expenses. Repurchasing shares & debt

Low valuation

EV/2019 EBITDA: ~4.5

2019 Adjusted FCF yield: ~10%

Targeting ~$75M of free cash flow by 2024, which implies a ~22% FCF yield

Market data as of 8/4/2020.	6
Reconciliation of Adjusted Free Cash Flow on Slide 21

SEGMENT OVERVIEW

	Capital Markets	Investment Companies
	Software	Compliance &	Software	Compliance &
	Solutions	Communications	Solutions	Communications
		Management		Management
Revenue	Software Solutions	Tech-enabled Services,	Software Solutions	Tech-enabled Services,
Type(s)	Print & Distribution	Print & Distribution
Key	Venue	SEC Transactional Filings	ArcSuite	SEC Compliance Filings
ActiveDisclosure	SEC Compliance Filings	ArcDigital	Proxy Solutions
Offerings
eBrevia	Proxy Solutions	ArcRegulatory	Shareholder Communications
Business	Growth	Mature	Growth	Mature
Profile
2019	$127M	$390M	$63M	$296M
Revenue
2016-2019	+10%	-5%	+15%	-3%
Revenue CAGR
2019 EBITDA	18.6%	27.6%	8.8%	7.0%
Margin1
			Invest in software offerings to	Manage impact of SEC rules
	Invest in software offerings to	Maintain market leadership	30e-3 & 498a by reducing
Near-term	grow recurring revenues,
grow recurring revenues &	position in SEC filing,	printing capacity, increasing
Business Focus	review pricing/value capture
reduce services required	increase efficiencies	prices, exiting low profit
	with clients
			contracts

1 EBITDA does not include corporate expense	7

CAPITAL MARKETS BUSINESS OVERVIEW

Business Description

• DFIN provides a comprehensive suite of products and services to assist clients with disclosure obligations including the creation, management and delivery of accurate and timely financial communications
• Software and Tech-enabled Solutions:
• • Venue: Virtual data room
  • eBrevia: Industry leading cloud-based contract analysis tools
  • ActiveDisclosure: Cloud based tool used for the creation of financial disclosures
  • EdgarOnline: SEC filings with data extraction of financial data with flexible API
  • Traditional Support: On-site, remote transaction / compliance support and filing
  • Proxy Solutions: End-to-end proxy solutions for public companies

2019 Revenues by Segment

Software

Solutions

25%

Compliance &

Communications

Management

75%

PRIVATE COMPANY

IPO

PUBLIC COMPANY

GROWTH / M&A

2019 Revenues by Type

Seamlessly link	Collaborate on formal	Secure workspace for	A/R proxy	Artificial	Investor communication,	Streamlined
Excel to Word	and / or informal	due diligence,	design, SEC	intelligence driven	annual & special meeting	audit, SOX and
	documentation	capital raising	filings & printing	contract analytics	tabulation, and virtual	control process
		and storage			annual meetings

Software

25%

Transactional

48%

Private Company			IPO			Public Company		Growth	Compliance
Venue		Venue	Due diligence		Venue	Corporate repository	Venue	Transactions & M&A	27%
ActiveDisclosure®		EDGAR	S-1		Composition & 10-K,10-Q &	EDGAR Filings	10-K,10-Q, Section
	Filings		Printing	other SEC filings		16, S-4 & 144A
		DFIN File16	Forms 3, 4 & 5		Active	10-K,10-Q &	Composition &	S-3,S-4 & 144A
Due diligence
		Disclosure	other SEC filings		Printing
		Composition,	IPO & prospectus		XBRL	10-K,10-Q &	ActiveDisclosure	10-K,10-Q &
		Printing		Reporting	registration statements		other SEC filings
					Proxy	End-to-end proxy	XBRL Reporting	10-K,10-Q & other
					solutions		registration statements

8

INVESTMENT COMPANIES OVERVIEW

Business Description

• DFIN supports the creation, automation and distribution of regulatory disclosure and shareholder communications for mutual funds, alternative investment funds, investment-insurance companies.
• Software and Tech-enabled Solutions:
• • • ArcPro - Investor/compliance document creation and content management tool
    • ArcReporting - Financial Reporting platform, streamlines data-gathering and reporting processes
    • ArcDigital - Multi-channel content distribution platform
    • ArcRegulatory/ ArcFiling - European regulatory platform, domestic US regulatory filing solution
  • Traditional Support: On-site, remote transaction / compliance support and filing
  • Proxy Solutions: End-to-end proxy solutions for fund companies

2019 Revenues by Segment

Software

Solutions

17%

Compliance &

Communications

Management

83%

DFIN's End-to-End Technology Solution Ecosystem
	2019 Revenues by Type
	Other 1		Transactional
	9%		4%
ArcReporting	ArcDigital		Software
		1
		17%
FundSuiteArc		Compliance &
		Cummunications
			70%
ArcPro	ArcFiling/
	ArcRegulatory
	1Other includes healthcare and other commercial printing

SEC RULE 30E-3 IMPACT ON INVESTMENT COMPANIES SEGMENT

Estimated Financial impact from SEC Rules 30e-3 & 498a

• Estimated Sales impact:Sales reduction of $130 million to $140 million starting in January 2021
• Estimated EBITDA impact:EBITDA reduction of $5 - $10 million starting in January 2021; Revised down from previous estimate of $10 - $15 million in Q2'20
• Estimated FCF impact: Immaterial to 2021. Freed up working capital offsets restructuring charges & after-tax impact of EBITDA reduction
• DFIN is using these regulatory changes as a catalyst to accelerate its shift away from lower-margin print and distribution offerings toward software solutions and tech-enabled services offerings
• In conjunction with the specific planning for 30e-3/498a, DFIN has also reviewed its remaining print and distribution offerings and is in the process of exiting several print-focused contracts and business lines

Description of SEC Rules 30e-3 & 498a

• SEC Rules 30e-3 and 498a provide certain registered investment companies and variable annuity providers with an option to electronically deliver shareholder reports and other materials rather than providing such reports in paper
• Investors who prefer to receive reports in paper can continue to receive them in that format
• Ruled 30e-3 & 498a will be effective starting on January 1st 2021

10

STRONG MARKET POSITION WITH OPPORTUNITIES FOR GROWTH

#1 U.S. Transactional Filer (Capital Markets)

#1 U.S. Compliance Filer (Capital Markets)

#2 Compliance Filing software (ActiveDisclosure)

#3 Virtual Data Room software (Venue)

	Unparalleled
	Expertise
Strong client	35 years in Financial
relationships	Services
Public companies	Experts located and
Private Companies	available across the
Investment Companies	globe
	SEC filing specialists

World-class capabilities

Proprietary composition, filing

and tagging technology

End-to-End solutions developed by industry leading engineering

#1 U.S. Compliance Filer (Investment Markets)

#1 Content Management software (FundSuiteArc)

#1 International Capital Markets

Growth Drivers - Capital Markets		Growth Drivers - Investment Companies

• Regain share in corporate SEC compliance software with ActiveDisclosure; Create complimentary partnership ecosystem
• Extend the relevance and breadth of Venue use cases; Shift toward enterprise model over time
• Drive Venue & eBrevia sales by capitalizing on demand for contract analytics solutions and other deal workflow solutions

• Replace manual compliance and communications processes within investment companies with FundSuiteArc to acquire new clients
• Increase wallet share within existing client base, by driving FundSuiteArc adoption across multiple workflows and fund types
• Provide Global Regulatory Platform to initially solve for EU PRIIPs requirements; Expand to new use cases

11

GROWING SOFTWARE PORTFOLIO

Capital Markets		Investment Companies

Product

Description

2019 Revenue

Competition

Provides a secure	Allows firms to collaborate,	Utilizes artificial intelligence,	Provides a single platform
workspace for due	tag, validate and file to the	including machine learning	to manage content and
diligence, capital raising and	SEC efficiently. Finalize a	and natural language	create, review and publish
document repository	10-K or prepare for an IPO	processing to extract data	critical disclosures
	and file your S-1 with	from contracts for due
	unmatched accuracy	diligence, analysis and
		lease abstraction

~$70M

~$40M

<$5M

~$60M

Intralinks (SS&C)	Workiva, Certent,	Seal Software, Kira,	Confluence, Workiva,
ToppanMerrill, Appatura,
Datasite (Merrill)	Bridge (Merrill)	Luminance, RAVN
Kneip, Kurtosys, FilePoint

Approaching $200mm in annual revenue derived from software & related services1

1 2019 software revenue also includes approximately $15M in other software solutions revenue from offerings such as EdgarOnline, File 16 and InfoInvest

12

BUSINESS MIX SHIFT WILL DRIVE SHAREHOLDER VALUE

Improving the business mix

Business is transitioning toward higher- margin software & tech-enabled services

Revenue mix becomes more profitable and recurring over time as we continue to layer on new software customers at high incremental margins

2013A

Software

8%

Print

Tech-enabled 45%

Services

47%

	Mix shift drives EBITDA growth
$875M	Software10%+ Software Sales CAGR - Software is 44% by 2024	~$850M
Software
$189M
	30e-3/498a sales decline in 2021		Software
Tech
$130M - $140M; EBITDA decline
Svcs	$5M - $10M
$371M	Sustained positive organic		Tech
		Svcs
	sales growth starting at some
Print	point in 2022
$315M			Print
2019 Sales			2024 Sales
$137M EBITDA		~$165M EBITDA
16% margin			20% margin
Evolution of DFIN's Revenue Mix
	2019A	2024 Target
Software	Software
22%
44%
		Print
	Print		20%
	36%

Tech-enabled	Tech-enabled
Services
Services
42%
36%

13

CASH FLOW CHARACTERISTICS AND CAPITAL ALLOCATION

	Leverage &	2019 net leverage of 2.0x, down from 3.4x at year-end 2016
	Liquidity	$340M debt1 paid off since spin-off in 2016. Consistent deleveraging will reduce interest expense
		Investments being made to reduce the amount of services required to support software
	Investing in
	the business	CapEx levels have stabilized. Expect capital spending to be between 4% - 5% of revenue over time
		Clients are evolving toward software solutions: existing offerings can be scaled at high incremental margins
	Ability to drive
	improving margins	Continued focus on managing cost structure. Most of the costs related to print/distribution revenue are variable
		Business mix shift, cost reductions, declining interest expense and declining CapEx will drive growth in cash flow
	Cash flow and
	return of capital	Opportunistically repurchased $66.5M of the $300M 8.25% senior notes below par during Q1'20

M&A, asset sales Actively managing portfolio of assets; $132.8 million in cash generated from non-core asset sales since 2016 and strategic

partnerships M&A activity potentially replaces a portion of CapEx over time, while accelerating the software mix shift

Opportunity to substantially reduce interest expense by refinancing $234M 8.25% notes callable in late '21

1 Based on 2019 ending total debt

14

LONG-TERM OBJECTIVES (2020 - 2024)

Metric		Operating Objective		Financial Target
Revenue	Post 30e-3 impact in 2021, mix shift should		Return to low single digit growth following
enable overall revenue growth		2021 30e-3 revenue impact

Software	Continue to grow Software Solutions	Grow Software sales 10%+ annually
revenue base at high incremental margins	Software becomes 44% of revenue by 2024

EBITDA	Continue to drive out cost and	Expand EBITDA margins 75 bps annually
shed lower profit offerings	EBITDA margins reach ~20% by 2024

Earnings per share	Continue growing EBITDA while reducing	Grow Adj. EPS at 15% CAGR annually
debt to drive lower interest expense	through 2024

Free cash flow	Continuous growth in EBITDA, while	Generate ~$75M of free cash flow in 2024
carefully managing CapEx & working capital

15

SHAREHOLDER VALUE CREATION

	2019	2024
		Software to be 44% of revenue by 2024
		driven by 10%+ CAGR
Revenue	$875M		~$850M
		Software growth + cost cutting
		drive margin improvement	~$165M
EBITDA	$137M
		EBITDA growth, declining interest exp, lower
		CapEx & w/c drive FCF growth	~$75M
Adj. FCF	$35M
		Growing free cash flow helps the
		company de-lever
Net debt	$283M		~($30M)

Cumulative free cash flow generated 2019 - 2024: ~$330 million

16

Second-Quarter 2020 Overview

17

COVID-19 UPDATE

Focus on health & safety,

supply continuity and operational capabilities

• Activated business continuity plan focused on the health and safety of employees and clients early in Q1'20
• Implemented work from home policies in mid-March, cancelled all travel and conference hosting
• Continuing to operate as an essential business. All production and distribution facilities are fully operational

• In manufacturing facilities, we are conducting temperature monitoring, distancing within and between shifts, and implementing disinfecting protocols in line with guidelines from the CDC and World Health Organization

Resilient business model,

prompt action and financial liquidity

• 60%+ of revenue is recurring; companies/funds are still required to comply with SEC filing requirements
• Transactions are occurring in the market, albeit well below normal levels; many data rooms remain open
• Aggressively managing cost structure to mitigate some of COVID-19's impact to the bottom line
• owered anticipated 2020 CapEx expectations by approximately $5 million in Q1'20
• Exited Q2'20 with net leverage of 2.1x (down 1.0x year over year), current covenants allow up to 3.75x
• Total available liquidity at June 30, 2020 is ~$217 million
• Cash conversion improvement efforts in place, first-half 2020 free cash flow up ~$52 million from prior year

18

SECOND-QUARTER 2020 HIGHLIGHTS

Financial Highlights

• Q2 2020 revenues of $254 million, featuring stronger than anticipated capital markets transactional activity
• Q2 2020 software solutions net sales of $47.6 million; software solutions accounted for 18.7% of total second-quarter 2020 net sales, up 20 basis points as a percentage of total in Q2 2019
• Q1 2020 Adjusted EBITDA of $60.8 million, up $4.7 million, or 8.4%, from Q2 2019; Adjusted EBITDA margin of 23.9%, up 220 bps from Q2 2019, due to focus on cost control initiatives and improved business mix
• Q2 2020 OCF improved $10.2 million, or 340%, from Q2 2019
• Q2 2020 FCF improved $12.5 million, from Q2 2019

Business highlights

• Company sold its remaining equity stake in AuditBoard for $12.8 million; established strategic partnership with Galvanize to extend audit and compliance offerings globally
• Company announced restructuring plan related to the consolidation of its East Coast manufacturing operations and recorded a pre-tax cash expense of approximately $3.9 million during Q2 2020 for severance & other expense related to employee terminations
• Total debt down $68.9 million from the second quarter of 2019; net leverage of 2.1x at quarter end, down 1.0x from the prior year

Capital Markets - Segment Highlights

• Better than expected transactional revenues in Compliance & Communications Management, as transactional activity picked up in June after slow start to the quarter
• Software Solutions revenue muted as COVID-19 slows data room activity and IPO cross sell opportunities for ActiveDisclosure
• Venue teamed up with Leading BioScienes, Inc. on recent COVID-19 study; as the Company continues to extend Venue's applicability
• eBrevia seeing increased demand as the need to replace LIBOR in contracts is driving the need for a cost effective solution for document review

Investment Companies - Segment Highlights

• Strength in mutual fund proxies drove an increase in Compliance & Communications Management revenues
• Software Solutions revenue growth muted as COVID-19 slows fund company software implementations
• Launched ArcDigital , a digital content distribution platform, providing clients with multi-channel distribution and real-time reporting, all with
  "add-to-cart" simplicity

19

SECOND-QUARTER 2020 REVENUE SUMMARY

Net sales summary

$ millions

						($4.9)
by Segment		($0.4)	($6.4)	$0.2	$1.7
258.9					254.0
Revenue
	Q2 2019 Net CM Software	CM	IC Software	IC	Q2 2020 Net
	Sales	Solutions	Compliance	Solutions	Compliance	Sales

			$2.0		($4.9)
		($0.2)		($6.7)
by Type
Revenue	258.9		Organic Growth: -1.7%		254.0
	Q2 2019 Net	Software	Tech-enabled	Print and	Q2 2020 Net
	Sales	Solutions	services	Distribution	Sales

Supplemental Revenue Detail

$ millions	Q2 2019	Q2 2020
Software Solutions	$47.8	$47.6	-0.4%
Tech-enabled services	113.4	115.4	1.8%
Print and Distribution	97.7	91.0	-0.7%
Total Net Sales	$258.9	$254.0	-1.9%

• % Change

Software solutions include: Venue, FundSuiteArc, ActiveDisclosure, File 16 and eBrevia

Tech-enabledservices includes: Document composition, XBRL tagging and Fulfillment

Product includes: Printing, Materials and Postage/Freight

Second-Quarter Revenue Mix

Q2 2019	Q2 2020
Software		Software
18%
Print	19%	Print
	38%		36%
Tech-enabled		Tech-enabled
Services		Services
44%		45%

20

SECOND-QUARTER 2020 CASH FLOW SUMMARY

				$ millions	Full year			Q2
					2018	2019		2019		2020
				Non-GAAP Adjusted EBITDA	$154.9	$136.6		$56.2		$60.8
				Cash interest	(34.4)	(31.6)		(14.5)		(11.1)
flow			Cash taxes	(9.3)	(9.8)		(3.6)		0.8
Cash restructuring	(5.8)	(7.7)		(2.1)		(2.4)
cash
Pension contributions	(1.9)	(1.0)		(0.2)		(0.3)
free
Working capital & other	(12.4)	(14.1)		(32.8)		(45 .5)
Recurring
Operating Cash Flow (adjusted)	$91.1	$72.4		$3.0		$2.2
				Capital Spending (adjusted)	(37.1)	(37.8)		(11.1)		(8.8)
				Free Cash Flow (adjusted)	$54.0	$34.6		($8.1)		($6.6)
				Spin-off related transaction expenses	(15.8)	0.4		-		-
items				Taxes & fees - Secaucus sale1	-	(10.0)		-		-
Taxes & fees - Language Solutions sale2	(9.0)	(8.3)		-		-
-time
Digital print equipment CapEx	-	(7.0)		-		-
One
Payroll Tax Deferral (CARES Act)	-	-		-		2.8
				Income Tax Deferral (CARES Act)	-	-		-		8.2
				Free Cash Flow (as reported)	$29.2	$9.7		($8.1)		$4.4

Free cash flow considerations

• Interest expense for 2020 expected to be approximately $30 million; expect interest expense to decrease as we continue to de-lever
• Capital spending for 2020 expected to be approximately $30 million; longer term we expect annual CapEx to moderate down towards 4% - 5% of sales
• Cash restructuring for 2020 expected to be approximately $15 million, expect this to be in a range of $5 to $10 million over the next few years as we continue to rationalize our cost structure
• Efforts underway to improve Controllable Working Capital3, focused primarily on receivables, which we anticipate will provide benefits to free cash flow in 2020, tracking to sales growth thereafter
• Pension contributions to remain approximately $2 million per year

1 2019 includes $10mm in taxes and fees related to the 2019 sale of our Secaucus, NJ property

2	2019 includes $8mm related to the 2018 gain on the sale of the Language Solutions business	21
3	Defined as Account Receivable plus Inventory less Account Payable

Appendix

22

SEGMENT FINANCIAL INFORMATION

23

SEGMENT FINANCIAL INFORMATION

24

GAAP TO NON-GAAP RECONCILIATIONS

25

GAAP TO NON-GAAP RECONCILIATIONS

26

2019 GAAP TO NON-GAAP RECONCILIATIONS

27

2019 GAAP TO NON-GAAP RECONCILIATIONS

28

DFIN INVESTOR RELATIONS

Contact Information

Justin Ritchie
SVP Investor Relations	137
Email: [e-mail]

29