Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DFIN | ||
Entity Registrant Name | Donnelley Financial Solutions, Inc. | ||
Entity Central Index Key | 1,669,811 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 32,606,306 | ||
Entity Public Float | $ 0 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Services net sales | $ 598.6 | $ 628.6 | $ 638.2 |
Products net sales | 384.9 | 420.9 | 441.9 |
Total net sales | 983.5 | 1,049.5 | 1,080.1 |
Services cost of sales (exclusive of depreciation and amortization) | 297.1 | 291.9 | 301.2 |
Products cost of sales (exclusive of depreciation and amortization) | 226.2 | 230.9 | 236.3 |
Total cost of sales | 619 | 631.5 | 653.3 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 209.8 | 199.2 | 290.5 |
Restructuring, impairment and other charges-net | 5.4 | 4.4 | 4.8 |
Depreciation and amortization | 43.3 | 41.7 | 40.7 |
Income from operations | 106 | 172.7 | 90.8 |
Interest expense-net | 11.7 | 1.1 | 1.5 |
Investment and other income-net | 0 | (0.1) | (3.1) |
Earnings before income taxes | 94.3 | 171.7 | 92.4 |
Income tax expense | 35.2 | 67.4 | 35 |
Net earnings | $ 59.1 | $ 104.3 | $ 57.4 |
Net earnings per share (Note 14): | |||
Basic net earnings per share | $ 1.81 | $ 3.22 | $ 1.77 |
Diluted net earnings per share | $ 1.80 | $ 3.22 | $ 1.77 |
Weighted average number to common shares outstanding | |||
Basic | 32.6 | 32.4 | 32.4 |
Diluted | 32.8 | 32.4 | 32.4 |
RR Donnelley Affiliates | |||
Services cost of sales (exclusive of depreciation and amortization) | $ 37.8 | $ 40.4 | $ 39.3 |
Products cost of sales (exclusive of depreciation and amortization) | $ 57.9 | $ 68.3 | $ 76.5 |
Consolidated and Combined Stat3
Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net earnings | $ 59.1 | $ 104.3 | $ 57.4 |
Other comprehensive (loss) income, net of tax: | |||
Translation adjustments | (0.1) | (7.5) | (2.9) |
Adjustment for net periodic pension plan cost | 7.1 | 27.5 | (169.9) |
Other comprehensive income (loss), net of tax | 7 | 20 | (172.8) |
Comprehensive income (loss) | $ 66.1 | $ 124.3 | $ (115.4) |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 36.2 | $ 15.1 |
Receivables, less allowances for doubtful accounts of $6.4 in 2016 (2015 - $4.6) | 156.2 | 146.2 |
Receivable from RR Donnelley | 96 | 0 |
Inventories | 24.1 | 22.2 |
Prepaid expenses and other current assets | 17.1 | 7.3 |
Total current assets | 329.6 | 190.8 |
Property, plant and equipment-net | 35.5 | 33 |
Goodwill | 446.4 | 446.8 |
Other intangible assets-net | 54.3 | 69.3 |
Software-net | 41.6 | 43.4 |
Deferred income taxes | 37 | 10.6 |
Other noncurrent assets | 34.5 | 23.7 |
Total assets | 978.9 | 817.6 |
LIABILITIES | ||
Accounts payable | 85.3 | 39.5 |
Accrued liabilities | 100.7 | 75.4 |
Short-term debt | 0 | 8.8 |
Total current liabilities | 186 | 123.7 |
Long-term debt (Note 13) | 587 | 0 |
Note payable with an RR Donnelley affiliate | 0 | 29.2 |
Deferred compensation liabilities | 24.4 | 28.5 |
Pension and other postretirement benefits plan liabilities | 56.4 | 0 |
Other noncurrent liabilities | 14 | 12.7 |
Total liabilities | 867.8 | 194.1 |
Commitments and Contingencies (Note 10) | ||
EQUITY | ||
Preferred stock, $0.01 par value Authorized: 1.0 shares; Issued: None | 0 | 0 |
Common stock, $0.01 par value Authorized: 65.0 shares; Issued: 32.6 shares in 2016 | 0.3 | 0 |
Additional paid-in-capital | 179.9 | 0 |
Net parent company investment | 0 | 639.5 |
Retained deficit | (0.8) | 0 |
Accumulated other comprehensive loss | (68.3) | (16) |
Total equity | 111.1 | 623.5 |
Total liabilities and equity | $ 978.9 | $ 817.6 |
Consolidated and Combined Bala5
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 6.4 | $ 4.6 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, Issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, Authorized | 65,000,000 | 65,000,000 |
Common stock, Issued | 32,600,000 |
Consolidated and Combined Stat6
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES | |||
Net earnings | $ 59.1 | $ 104.3 | $ 57.4 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Impairment charges | 0 | 0 | 1.7 |
Depreciation and amortization | 43.3 | 41.7 | 40.7 |
Provision for doubtful accounts receivable | 3.1 | 0.5 | 1.4 |
Share-based compensation | 2.5 | 1.6 | 2.1 |
Deferred income taxes | (5.9) | 10.2 | (12.9) |
Changes in uncertain tax positions | 0.9 | 0.3 | (0.3) |
Gain on investments and other assets - net | 0.1 | 0 | (9) |
Net pension and other postretirement benefits plan income | (1) | 0 | 0 |
Loss on pension settlement | 0 | 0 | 95.7 |
Other | 1 | 0.2 | 0.7 |
Changes in operating assets and liabilities - net of acquisitions: | |||
Accounts receivable - net | (43.1) | (10.2) | 3.9 |
Inventories | (1.9) | 0.2 | 0.9 |
Prepaid expenses and other current assets | (7.4) | 0.9 | (1.1) |
Accounts payable | 42.3 | 5.1 | (6) |
Income taxes payable and receivable | (3.6) | (0.7) | 1.5 |
Accrued liabilities and other | 16.6 | (33.2) | (51.4) |
Net cash provided by operating activities | 106 | 120.9 | 125.3 |
INVESTING ACTIVITIES | |||
Capital expenditures | (26.2) | (27.1) | (28.8) |
Acquisition of business, net of cash acquired | 0 | 0 | (6) |
Proceeds from sales of other assets | 0 | 0 | 5.3 |
Purchases of investments | (3.5) | (10) | 0 |
Other investing activities | 0.4 | 0 | 0 |
Net cash used in investing activities | (29.3) | (37.1) | (29.5) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 348.2 | 0 | 0 |
Payments on long-term debt | (50) | 0 | 0 |
Net change in short-term debt | (8.8) | (24) | (12.8) |
Debt issuance costs | (9.3) | 0 | 0 |
Payments on note payable with an RR Donnelley affiliate | 0 | (14.8) | (14.7) |
Net transfers to Parent and affiliates | (340.1) | (56) | (62.9) |
Net cash used in financing activities | (60) | (94.8) | (90.4) |
Effect of exchange rate on cash and cash equivalents | 4.4 | (2.5) | 2 |
Net increase (decrease) in cash and cash equivalents | 21.1 | (13.5) | 7.4 |
Cash and cash equivalents at beginning of year | 15.1 | 28.6 | 21.2 |
Cash and cash equivalents at end of period | 36.2 | 15.1 | 28.6 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 300 | 0 | 0 |
Settlement of intercompany note payable | 29.6 | 0 | 0 |
Accrued debt issuance costs | $ 1.5 | $ 0 | $ 0 |
Consolidated and Combined Stat7
Consolidated and Combined Statements of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statement Of Cash Flows [Abstract] | |
Debt issuance costs | $ 5.5 |
Consolidated and Combined Stat8
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | R.R. Donnelley & Sons Company | Common Stock | Common StockR.R. Donnelley & Sons Company | Additional Paid-in-Capital | Additional Paid-in-CapitalR.R. Donnelley & Sons Company | Net Parent Company Investment | Net Parent Company InvestmentR.R. Donnelley & Sons Company | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)R.R. Donnelley & Sons Company | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossR.R. Donnelley & Sons Company |
Balance at Dec. 31, 2013 | $ 524.6 | $ 0 | $ 0 | $ 1,025.5 | $ 0 | $ (500.9) | ||||||
Net earnings | 57.4 | 0 | 0 | 57.4 | 0 | 0 | ||||||
Net transfers to RR Donnelley | $ (57.7) | $ 0 | $ 0 | $ (57.7) | $ 0 | $ 0 | ||||||
Other comprehensive income (loss) | (172.8) | 0 | 0 | 0 | 0 | (172.8) | ||||||
Balance at Dec. 31, 2014 | 351.5 | 0 | 0 | 1,025.2 | 0 | (673.7) | ||||||
Net earnings | 104.3 | 0 | 0 | 104.3 | 0 | 0 | ||||||
Net transfers to RR Donnelley | (53.2) | 0 | 0 | (53.2) | 0 | 0 | ||||||
Net transfer of pension plan to RR Donnelley | 200.9 | 0 | 0 | (436.8) | 0 | 637.7 | ||||||
Other comprehensive income (loss) | 20 | 0 | 0 | 0 | 0 | 20 | ||||||
Balance at Dec. 31, 2015 | 623.5 | 0 | 0 | 639.5 | 0 | (16) | ||||||
Net earnings | 59.1 | 0 | 0 | 59.9 | (0.8) | 0 | ||||||
Net transfers to RR Donnelley | $ (598.8) | $ 0 | $ 0 | $ (598.8) | $ 0 | $ 0 | ||||||
Separation-related adjustments | 18.7 | 0 | 0 | 78 | 0 | (59.3) | ||||||
Reclassification of net parent company investment in connection with the Separation | 0 | 0 | 178.6 | (178.6) | 0 | 0 | ||||||
Issuance of common stock upon separation | 0.3 | $ 0.3 | 0 | 0 | 0 | 0 | ||||||
Issuance of common stock upon separation (in shares) | 32.4 | |||||||||||
Share-based compensation | 1.3 | $ 0 | 1.3 | 0 | 0 | 0 | ||||||
Issuance of share-based awards, net of withholdings and other | 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||
Issuance of share-based awards, net of withholdings and other (in shares) | 0.2 | |||||||||||
Other comprehensive income (loss) | 7 | $ 0 | 0 | 0 | 0 | 7 | ||||||
Balance at Dec. 31, 2016 | $ 111.1 | $ 0.3 | $ 179.9 | $ 0 | $ (0.8) | $ (68.3) | ||||||
Balance (in shares) at Dec. 31, 2016 | 32.6 | 32.6 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | Note 1. Overview and Basis of Presentation Description of Business and Separation Donnelley Financial Solutions, Inc. (“Donnelley Financial,” or the “Company”) is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers) and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. With proprietary technology such as data storage and workflow collaboration tools, deep subject matter expertise and a global footprint, Donnelley Financial produces, manages, stores, distributes and translates documents and electronic communications in order to deliver timely financial communications to investors and documents in a manner that complies with regulatory commissions. Donnelley Financial’s Registration Statement on Form 10, as amended, was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 20, 2016. On October 1, 2016, Donnelley Financial became an independent publicly traded company through the distribution by R.R. Donnelley & Sons Company (“RRD”) of approximately 26.2 million shares, or 80.75%, of Donnelley Financial common stock to RRD shareholders (the “Separation”). Holders of RRD common stock received one share of Donnelley Financial common stock for every eight shares of RRD common stock held on September 23, 2016. RRD retained approximately 6.2 million shares of Donnelley Financial common stock, or a 19.25% interest in Donnelley Financial, as part of the Separation, but expects to dispose of the common stock that it retained in the 12-month period following the Separation. Donnelley Financial’s common stock began regular-way trading under the ticker symbol “DFIN” on the New York Stock Exchange on October 3, 2016. On October 1, 2016, RRD also completed the previously announced separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business. The Company and LSC entered into a Separation and Distribution Agreement with RRD to effect the distribution of the Company’s and LSC’s common stock to R.R. Donnelley’s common stockholders. This agreement governs the Company’s relationship with RRD and LSC with respect to pre-Separation matters and provides for the allocation of employee benefit, litigation and other liabilities and obligations attributable to periods prior to the Separation. The Separation and Distribution Agreement also includes an agreement that the Company, RRD and LSC will provide each other with appropriate indemnities with respect to liabilities arising out of the businesses being distributed and retained by RRD in the Separation. The Separation and Distribution Agreement also addresses employee compensation and benefit matters. In connection with the Separation, the Company entered into transition services agreements separately with RRD and LSC, under which, in exchange for the fees specified in the arrangements, RRD and LSC agree to provide certain services to the Company and the Company agrees to provide certain services to RRD, respectively, for up to 24 months following the Separation. These services include, but are not limited to, information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. These agreements facilitate the separation by allowing the Company to operate independently prior to establishing stand-alone back office systems across its organization. The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition, premedia and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients. Basis of Presentation The accompanying consolidated and combined financial statements reflect the consolidated financial position and consolidated results of operations of the Company as an independent, publicly traded company for the periods after the Separation and the combined financial position and combined results of operations for the periods prior to the Separation. Prior to the Separation, the combined financial statements were prepared on a stand-alone basis and were derived from RRD’s consolidated financial statements and accounting records. The consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the SEC. For periods prior to the Separation, the consolidated and combined financial statements include the allocation of certain assets and liabilities that have historically been held at the RRD corporate level but which are specifically identifiable or attributable to the Company. Cash and cash equivalents held by RRD were not allocated to Donnelley Financial unless they were held in a legal entity that was transferred to Donnelley Financial. All intercompany transactions and accounts within Donnelley Financial have been eliminated. All intracompany transactions between RRD and Donnelley Financial are considered to be effectively settled in the consolidated and combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these intracompany transactions is reflected in the consolidated and combined statements of cash flows as a financing activity and in the consolidated and combined balance sheets as net parent company investment. Net parent company investment is primarily impacted by contributions from RRD which are the result of treasury activities and net funding provided by or distributed to RRD. Prior to the Separation, the consolidated and combined financial statements include certain expenses of RRD which were allocated to Donnelley Financial for certain functions, including general corporate expenses related to information technology, finance, legal, human resources, internal audit, treasury, tax, investor relations and executive oversight. These expenses were allocated to the Company on the basis of direct usage, when available, with the remainder allocated on the pro rata basis of revenue, employee headcount, or other measures. We consider the expense methodology and results to be reasonable for all periods presented. However these allocations may not be indicative of the actual expenses that would have been incurred as an independent public company or the costs that may be incurred in the future. For periods prior to the Separation, the income tax amounts in the consolidated and combined financial statements were calculated based on a separate income tax return methodology and presented as if the Company’s operations were separate taxpayers in the respective jurisdictions. RRD maintained various benefit and share-based compensation plans at a corporate level. Donnelley Financial employees participated in those programs and a portion of the cost of those plans is included in Donnelley Financial’s consolidated and combined financial statements. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. The Company also recorded a net other postretirement benefit liability of $1.5 million, as a result of the transfer of an other postretirement benefit plan from RRD to the Company. Refer to Note 11, Retirement Plans Share Based Compensation Donnelley Financial generates a portion of net revenue from sales to RRD’s subsidiaries. Included in the consolidated and combined financial statements are net revenues from sales to RRD and affiliates of $19.4 million, $7.8 million and $8.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Donnelley Financial utilizes RRD for freight and logistics, production of certain printed products and outsourced business services functions. Included in the consolidated and combined financial statements are cost of sales to RRD and affiliates of $95.7 million, $108.7 million and 115.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. Intercompany receivables and payables with RRD are reflected within net parent company investment in the accompanying consolidated and combined financial statements for periods prior to the Separation. See Note Related Parties, |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Use of Estimates —The preparation of consolidated and combined financial statements, in conformity with GAAP, requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for uncollectible accounts receivable, inventory obsolescence, asset valuations and useful lives, employee benefits, taxes, restructuring and other provisions and contingencies. Foreign Operations —Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net earnings. Deferred taxes are not provided on cumulative foreign currency translation adjustments when the Company expects foreign earnings to be permanently reinvested. Fair Value Measurements— Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its pension plan assets on a recurring basis. See Note 11, , for the fair value of the Company’s pension plan assets as of December 31, 2016. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. See Note 3, Business Combinations, Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. Revenue Recognition — The Company files highly-customized materials, such as regulatory S-filings and IPOs with the SEC on behalf of its customers, and performs XBRL and related services. Revenue is recognized for these services upon completion of the service performed or following final delivery of the related printed product. The Company also provides virtual data room services and other content management services, for which revenue is recognized as the service is performed. The Company recognizes revenue for the majority of its products upon the transfer of title and risk of ownership, which is generally upon shipment to the customer. Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale. The Company records deferred revenue in situations where amounts are invoiced but the revenue recognition criteria outlined above are not met. Such revenue is recognized when all criteria are subsequently met. Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs, and out-of-pocket expenses are recorded gross. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company and sold to customers. No revenue is recognized for customer-supplied paper, but revenues for Company-supplied paper are recognized on a gross basis. Cash and cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term securities consist of investment grade instruments of governments, financial institutions and corporations. Receivables— Receivables are stated net of allowances for doubtful accounts and primarily include trade receivables, notes receivable and miscellaneous receivables from suppliers. No single customer comprised more than 10% of the Company’s net sales in 2016, 2015 or 2014. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and the Company’s historical collection experience. See Note 6, for details of activity affecting the allowance for doubtful accounts receivable. Inventories —Inventories include material, labor and factory overhead and are stated at the lower of cost or market and net of excess and obsolescence reserves for raw materials and finished goods. Provisions for excess and obsolete inventories are made at differing rates, utilizing historical data and current economic trends, based upon the age and type of the inventory. Specific excess and obsolescence provisions are also made when a review of specific balances indicates that the inventories will not be utilized in production or sold. Inventory is valued using the First-In, First-Out (FIFO) method. Long-Lived Assets —The Company assesses potential impairments to its long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are reviewed annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Estimated fair market value is generally measured by discounting estimated future cash flows. Long-lived assets, other than goodwill, are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. Property, plant and equipment —Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives range from 15 to 40 years for buildings, the lesser of 7 years or the lease term for leasehold improvements and from 3 to 15 years for machinery and equipment. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When properties are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. Goodwill —Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company's goodwill balances were reallocated from RRD’s historical reporting units based on the relative fair values of the businesses. Goodwill is reviewed for impairment annually as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. For certain reporting units, the Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing this qualitative analysis, the Company considers various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the remaining reporting units, the Company compares each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value. If the carrying value exceeds the reporting unit’s fair value, the Company performs an additional fair value measurement calculation to determine the impairment loss, which is charged to operations in the period identified. The Company also performs an interim review for indicators of impairment at each quarter-end to assess whether an interim impairment review is required for any reporting unit. In the Company’s annual review at October 31, 2016, and its interim review for indicators of impairment as of December 31, 2016, management concluded that there were no indicators that the fair value of any of the reporting units with goodwill was more likely than not below its carrying value. Amortization — Certain costs to acquire and develop internal-use computer software are capitalized and amortized over their estimated useful life using the straight-line method, up to a maximum of five years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $20.5 million, $17.2 million and $14.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Other intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. See Note 5, for further discussion of other intangible assets and the related amortization expense. Share-Based Compensation — In periods prior to the Separation, RRD maintained an incentive share-based compensation program for the benefit of its officers, directors, and certain employees, including certain Donnelley Financial employees. For those periods share-based compensation expense has been allocated to the Company based on the awards and terms previously granted to the Company’s employees as well as an allocation of compensation expense to RRD’s corporate and shared functional employees. Subsequent to the Separation, the Company recognizes share-based compensation expense based on estimated fair values for all share-based awards made to employees and directors, including restricted stock and restricted stock units. The Company recognizes compensation expense for restricted stock units expected to vest on a straight-line basis over the requisite service period of the award, based on the grant date fair value. The Company recognizes compensation expense for performance based restricted stock awards utlizing a graded vesting schedule. See Note 15, Share-Based Compensation, Pension and Other Postretirement Benefit Plans — Prior to the Separation, RRD provided pension and other postretirement healthcare benefits to certain current and former employees of Donnelley Financial. RRD was responsible for the net benefit plan obligations associated with these plans, and as such, these liabilities are not reflected in Donnelley Financial’s consolidated and combined balance sheets. Donnelley Financial’s consolidated and combined statements of operations include expense allocations for these benefits. These allocations were funded through intercompany transactions with RRD which are reflected within net parent company investment in Donnelley Financial. Effective December 31, 2013, RRD merged its primary qualified defined benefit pension plan with a separate defined benefit pension plan sponsored by Donnelley Financial. As a result of this merger, Donnelley Financial became the plan sponsor and primary legal obligor of this combined plan. During 2015, the sponsorship of this combined plan was transferred to RRD, which became the primary legal obligor. Accordingly, the obligations of this combined plan are not reflected in the combined balance sheet of Donnelley Financial as of December 31, 2015. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $ 68.3 317.0 248.7 Donnelley Financial engages outside actuaries to assist in the determination of the obligations and costs under these plans. The annual income and expense amounts relating to the pension plan are based on calculations which include various actuarial assumptions including, mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effects of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. Refer to Note 11, Retirement Plans Taxes on Income - In the Company’s combined financial statements prior to Separation, income tax expense and deferred tax balances were calculated on a separate income tax return basis although the Company’s operations have historically been included in the tax returns filed by the respective RRD entities of which the Company’s business was a part. As a standalone entity, the Company will file tax returns on its own behalf and its deferred taxes and effective tax rate may differ from those in historical periods. Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company maintains an income taxes payable or receivable account in each jurisdiction and, with the exception of certain entities outside the U.S. that transferred to the Company at Separation, the Company is deemed to settle current tax balances with the RRD tax paying entities in the respective jurisdictions. For periods prior to the Separation, these settlements are reflected as changes in net parent company investment in the combined balance sheets. The Company is regularly audited by foreign and domestic tax authorities. These audits occasionally result in proposed assessments where the ultimate resolution might result in the Company owing additional taxes, including in some cases, penalties and interest. The Company recognizes a tax position in its financial statements when it is more likely than not ( i.e., Income Taxes, |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3. Business Combinations 2014 Acquisition On March 10, 2014, the Company acquired the assets of MultiCorpora R&D Inc. and MultiCorpora International Inc. (together “MultiCorpora”) for approximately $6.0 million. MultiCorpora is an international provider of translation technology solutions. The acquisition of MultiCorpora expanded the capabilities of the Company’s language solutions offering which supports clients’ multi-lingual communications. MultiCorpora’s operations are included in the International segment. The MultiCorpora acquisition was recorded by allocating the cost of the acquisition to the assets acquired, including other intangible assets, based on their estimated fair values at the applicable acquisition date. The Company recorded intangible assets of $0.9 million and acquired software of $1.1 million. The excess of the cost of the MultiCorpora acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. Goodwill of $3.5 million resulted from this acquisition which was primarily attributable to the synergies expected to arise as a result of the acquisition. |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges | Note 4. Restructuring, Impairment and Other Charges Restructuring, Impairment and Other Charges recognized in Results of Operations 2016 Employee Terminations Other Restructuring Charges Total Restructuring Charges Other Charges Total U.S. $ 3.0 $ 1.5 $ 4.5 $ 0.2 $ 4.7 International 0.6 — 0.6 — 0.6 Corporate 0.1 — 0.1 — 0.1 Total $ 3.7 $ 1.5 $ 5.2 $ 0.2 $ 5.4 Restructuring Charges For the year ended December 31, 2016, the Company recorded net restructuring charges of $3.7 million for employee termination costs for 84 employees, substantially all of whom were terminated as of December 31, 2016. These charges primarily related to the reorganization of certain administrative functions. Additionally, the Company incurred lease termination and other restructuring charges of $1.5 million for the year ended December 31, 2016. 2015 Employee Terminations Other Restructuring Charges Total Restructuring Charges Other Charges Total U.S. $ 1.4 $ 1.9 $ 3.3 $ 0.2 $ 3.5 International 0.9 — 0.9 — 0.9 Total $ 2.3 $ 1.9 $ 4.2 $ 0.2 $ 4.4 Restructuring Charges For the year ended December 31, 2015, the Company recorded net restructuring charges of $2.3 million for employee termination costs for 64 employees, all of whom were terminated as of December 31, 2016. These charges primarily related to the reorganization of certain administrative functions. Additionally, the Company incurred lease termination and other restructuring charges of $1.9 million for the year ended December 31, 2015. 2014 Employee Terminations Other Restructuring Charges Total Restructuring Charges Impairment Other Charges Total U.S. $ 0.1 $ 2.1 $ 2.2 $ — $ 0.3 $ 2.5 International 0.6 — 0.6 1.7 — 2.3 Total $ 0.7 $ 2.1 $ 2.8 $ 1.7 $ 0.3 $ 4.8 Restructuring and Impairment Charges For the year ended December 31, 2014, the Company recorded net restructuring charges of $0.7 million for employee termination costs for 9 employees, all of whom were terminated as of December 31, 2016. These charges primarily related to the integration of MultiCorpora and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $2.1 million for the year ended December 31, 2014. During the fourth quarter of 2014, the Company recorded non-cash impairment charges of $1.7 million related to the impairment of an acquired customer relationship intangible asset in the International segment. The impairment of the customer relationship intangible asset resulted from a decline in Latin America’s expected future capital markets transactions revenue. After recording the impairment charges, remaining customer relationship assets in the International reporting unit were $16.5 million as of December 31, 2014. The impairment of the customer relationship asset was determined using Level 3 inputs and estimated based on cash flow analysis, which included management’s assumptions related to future revenues and profitability. Donnelley Financial’s accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements for the year ended December 31, 2014. Fair Value Valuation Technique Unobservable Input Rate 2014 Customer relationships $ — Excess earnings Attrition rate 12.0% Restructuring Reserve The restructuring reserve as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016, were as follows: December 31, 2015 Restructuring Charges Foreign Exchange and Other Cash Paid December 31, 2016 Employee terminations $ 0.9 $ 3.7 $ (0.1 ) $ (2.9 ) $ 1.6 Lease terminations and other 4.9 1.5 — (2.6 ) 3.8 Total $ 5.8 $ 5.2 $ (0.1 ) $ (5.5 ) $ 5.4 The current portion of restructuring reserves of $3.7 million at December 31, 2016 was included in accrued liabilities, while the long-term portion of $1.7 million, primarily related to lease termination costs, was included in other noncurrent liabilities at December 31, 2016. The restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until 2026. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charges related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Company’s financial statements. The restructuring reserve as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015, were as follows: December 31, 2014 Restructuring Charges Foreign Exchange and Other Cash Paid December 31, 2015 Employee terminations $ 0.1 $ 2.3 $ — $ (1.5 ) $ 0.9 Lease terminations and other 6.1 1.9 (0.2 ) (2.9 ) 4.9 Total $ 6.2 $ 4.2 $ (0.2 ) $ (4.4 ) $ 5.8 The current portion of restructuring reserves of $3.6 million at December 31, 2015 was included in accrued liabilities, while the long-term portion of $2.2 million, primarily related to lease termination costs, was included in other noncurrent liabilities at December 31, 2015. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill by segment for the years ended December 31, 2016 and 2015 were as follows: U.S. International Total Net book value as of January 1, 2015 $ 429.2 $ 19.6 $ 448.8 Foreign exchange and other adjustments — (2.0 ) (2.0 ) Net book value as of December 31, 2015 429.2 17.6 446.8 Foreign exchange and other adjustments — (0.4 ) (0.4 ) Net book value as of December 31, 2016 $ 429.2 $ 17.2 $ 446.4 The components of other intangible assets at December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Amount Amortization Value Amount Amortization Value Customer relationships $ 138.8 $ (85.3 ) $ 53.5 $ 140.2 $ (71.8 ) $ 68.4 Trade names 6.3 (5.5 ) 0.8 6.3 (5.5 ) 0.8 Trademarks, licenses and agreements 3.2 (3.2 ) — 6.2 (6.1 ) 0.1 Total other intangible assets $ 148.3 $ (94.0 ) $ 54.3 $ 152.7 $ (83.4 ) $ 69.3 Amortization expense for other intangible assets was $14.4 million, $15.4 million and $16.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The following table outlines the estimated annual amortization expense related to other intangible assets as of December 31, 2016: For the year ending December 31, Amount 2017 $ 14.2 2018 13.7 2019 13.7 2020 12.3 2021 0.1 2022 and thereafter 0.3 Total $ 54.3 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Note 6. Accounts Receivable Transactions affecting the allowances for doubtful accounts receivable during the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance, beginning of year $ 4.6 $ 3.9 $ 4.9 Provisions charged to expense 3.1 0.5 1.4 Write-offs and other (1.3 ) 0.2 (2.4 ) Balance, end of year $ 6.4 $ 4.6 $ 3.9 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7. Inventories The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at December 31, 2016 and 2015 were as follows: 2016 2015 Raw materials and manufacturing supplies $ 7.6 $ 8.0 Work in process 10.8 9.6 Finished goods 5.7 4.6 Total $ 24.1 $ 22.2 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment The components of the Company’s property, plant and equipment at December 31, 2016 and 2015 were as follows: 2016 2015 Land $ 10.0 $ 10.0 Buildings 44.4 44.7 Machinery and equipment 109.2 121.4 163.6 176.1 Less: Accumulated depreciation (128.1 ) (143.1 ) Total $ 35.5 $ 33.0 During the years ended December 31, 2016, 2015 and 2014, depreciation expense was $8.4 million, $9.1 million and $9.5 million, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities The components of the Company’s accrued liabilities at December 31, 2016 and 2015 were as follows: 2016 2015 Employee-related liabilities $ 54.0 $ 40.6 Customer-related liabilities 19.3 19.0 Accrued interest payable 6.2 — Restructuring liabilities 3.7 3.6 Accrued fixed assets — 4.1 Other 17.5 8.1 Total accrued liabilities $ 100.7 $ 75.4 Employee-related liabilities consist primarily of sales commission, payroll, incentive compensation and employee benefit accruals. Customer-related liabilities consist primarily of deferred revenue and progress billings and volume discount accruals. Other accrued liabilities include miscellaneous operating accruals and income and other tax liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies As of December 31, 2016, the Company had commitments of approximately $4.5 million for the purchase of property, plant and equipment related to incomplete projects. In addition, as of December 31, 2016, the Company had commitments of approximately $34.3 million for outsourced services, professional, maintenance and other services. The Company also has contractual commitments of $1.6 million for severance payments related to employee restructuring activities. Future minimum rental commitments under operating leases are as follows: Year Ended December 31 Amount 2017 $ 28.8 2018 19.9 2019 14.9 2020 10.9 2021 9.6 2022 and thereafter 33.4 $ 117.5 The Company has operating lease commitments, including those for vacated facilities, totaling $117.5 million extending through various periods to 2026. Future rental commitments for leases have not been reduced by minimum non-cancelable sublease rentals aggregating approximately $34.7 million. The Company remains secondarily liable under these leases in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreements. Rent expense for facilities in use and equipment was $23.8 million, $22.2 million and $22.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. Rent expense for vacated facilities was recognized as restructuring, impairment and other charges. See Note 4 Restructuring, Impairment and Other Charges, for further details. Litigation From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s combined results of operations, financial position or cash flows. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | Note 11. Retirement Plans Donnelley Financial’s Participation in RRD’s Pension and Postretirement Benefit Plans RRD provided pension and other postretirement healthcare benefits to certain current and former employees of Donnelley Financial. Prior to the Separation, RRD was responsible for the net benefit plan obligations associated with these plans, and as such, these liabilities are not reflected in Donnelley Financial’s consolidated and combined balance sheets. Donnelley Financial’s consolidated and combined statements of operations include expense allocations for these benefits. These allocations were funded through intercompany transactions with RRD which are reflected within net parent company investment in Donnelley Financial. Total RRD pension and postretirement benefit plan net income allocated to Donnelley Financial, related to pension cost and postretirement benefits, was $4.2 million, $3.7 million and $4.3 million in the years ended December 31, 2016, 2015 and 2014, respectively. Included in these amounts is an allocation for other postretirement benefit plans for $1.0 million, $1.9 million and $1.8 million in the years ended December 31, 2016, 2015 and 2014, respectively. These allocations are reflected in the Company’s cost of sales and selling, general and administrative expenses. Donnelley Financial’s Pension and Postretirement Benefit Plans RRD maintained a defined benefit plan (the “plan”) for certain current and former U.S. employees of RRD. Effective December 31, 2013, RRD merged the plan into a separate defined benefit pension plan for Donnelley Financial to create a combined defined benefit pension plan (the “combined plan”). During 2015, the sponsorship of the combined plan was transferred to RRD, which became the legal obligor of the combined plan. Accordingly, the obligations of the combined plan are not reflected in the combined balance sheet of Donnelley Financial as of December 31, 2015. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. The pension plan asset allocation from RRD is expected to be finalized during the second quarter of 2017. The final asset allocation will result in an adjustment to the fair value of plan assets transferred to the Company from RRD. The Company also recorded a net other postretirement benefit liability of $1.5 million, as a result of the transfer of an other postretirement benefit plan from RRD to the Company. The Company’s primary defined benefit plan is frozen. No new employees will be permitted to enter the Company’s frozen plan and participants will earn no additional benefits. Benefits are generally based upon years of service and compensation. These defined benefit retirement income plans are funded in conformity with the applicable government regulations. The Company funds at least the minimum amount required for all funded plans using actuarial cost methods and assumptions acceptable under government regulations. The annual income and expense amounts relating to the pension plan are based on calculations which include various actuarial assumptions including, mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs) and modifies the assumptions based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the consolidated and combined balance sheets, but are amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. Total pension (income) /expense was ($1.0) million, ($27.0) million and $62.1 million in 2016, 2015 and 2014, respectively, of which ($25.2) million and ($31.0) million was allocated in 2015 and 2014, respectively, to RRD and RRD related parties. During the fourth quarter of 2015, the Company changed the method used to estimate the interest cost components of net pension plan expense for its defined benefit pension plan. Historically, the interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. Beginning in the first quarter of 2016, the Company has elected to use a full yield curve approach in the estimation of these interest components of net pension plan expense by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of interest costs. This change does not affect the measurement and calculation of the Company’s total benefit obligations. The Company has accounted for this change prospectively as a change in estimate. In June 2014, RRD communicated to certain former employees the option to receive a lump-sum pension payment or annuity computed in accordance with statutory requirements, with payments beginning in the fourth quarter of 2014. Payments to eligible participants who elected to receive a lump-sum pension payment or annuity were funded from existing pension plan assets and constituted a complete settlement of the Company’s pension liabilities with respect to these participants. The Company’s pension assets and liabilities were remeasured as of the payout dates. The discount rates and actuarial assumptions used to calculate the payouts were determined in accordance with federal regulations. As of the remeasurement dates, the reductions in the reported pension obligations for these participants was $404.0 million, compared to payout amounts of approximately $317.7 million . The Company recorded non-cash settlement charges of $95.7 million included in selling, general and administrative expenses in the fourth quarter of 2014 in connection with the settlement payments. These charges resulted from the recognition in earnings of a portion of the losses recorded in accumulated other comprehensive loss based on the proportion of the obligation settled. During the year ended December 31, 2014, the Company adopted the Society of Actuaries RP-2014 mortality tables which were used in the calculation of the Company’s U.S. pension obligations. The new mortality tables increased the expected life of plan participants, extending the length of time that payments may be required and increasing the plans’ total expected benefit payments. During the year ended December 31, 2016, the Company adopted an update to the Society of Actuaries RP-2014 mortality tables. The 2016 mortality table update resulted in a partial reversal of the 2014 increases in the expected life of plan participants and benefit obligations. The Company made contributions of $1.3 million to its pension plans during the year ended December 31, 2016. The Company expects to make cash contributions of approximately $2.2 million and $0.1 million to its pension and other postretirement benefit plans, respectively, in 2017. The pension plan obligations are calculated using generally accepted actuarial methods and are measured as of December 31. Actuarial gains and losses for frozen plans are amortized using the corridor method over the average remaining expected life of active plan participants. The components of the estimated net pension plan (income) expense for Donnelley Financial’s pension plans for the years ended December 31, 2016, 2015 and 2014 were as follows: Pension Benefits 2016 2015 2014 Service cost $ — $ — $ 0.1 Interest cost 2.4 147.3 161.7 Expected return on plan assets (4.1 ) (210.7 ) (224.5 ) Amortization of actuarial loss 0.7 36.4 29.1 Settlements — — 95.7 Net periodic benefit (income) expense $ (1.0 ) $ (27.0 ) $ 62.1 Income allocated to RRD affiliates — 25.2 31.0 Net periodic benefit (income) expense, net of allocation $ (1.0 ) $ (1.8 ) $ 93.1 Weighted average assumption used to calculate net periodic benefit expense: Discount rate 3.7 % 4.2 % 5.0 % Expected return on plan assets 7.3 % 7.5 % 7.8 % Reconciliation of funded status Pension Benefits Other Postretirement Benefits 2016 2015 2016 Benefit obligation at beginning of year $ 3.2 $ 3,631.1 $ — Interest cost 2.4 147.3 — Actuarial gain (24.7 ) (254.0 ) (0.3 ) Plan transfer 317.0 (3,363.2 ) 1.5 Benefits paid (4.6 ) (158.0 ) — Benefit obligation at end of year $ 293.3 $ 3.2 $ 1.2 Fair value of plan assets at beginning of year $ — $ 3,219.9 $ — Actual return on assets (9.6 ) (33.8 ) — Employer contributions 1.3 — — Plan transfer 248.7 (3,028.1 ) — Benefits paid (4.6 ) (158.0 ) — Fair value of plan assets at end of year $ 235.8 $ — $ — Funded status at end of year $ (57.5 ) $ (3.2 ) $ (1.2 ) The accumulated benefit obligation for all defined benefits pension plans was $294.5 million and $3.2 million at December 31, 2016 and 2015, respectively. Pension Benefits Other Postretirement Benefits 2016 2015 2016 Prepaid pension cost (included in other noncurrent assets) $ — $ 0.1 $ — Accrued benefit cost (included in accrued liabilities) (2.2 ) (3.3 ) (0.1 ) Pension and other postretirement benefits plan liabilities (55.3 ) — (1.1 ) Net liabilities recognized in the Consolidated and Combined Balance Sheets $ (57.5 ) $ (3.2 ) $ (1.2 ) The amounts included in accumulated other comprehensive loss in the Consolidated and Combined Balance Sheets excluding tax effects, that have not been recognized as components of net periodic cost at December 31, 2016 and 2015 were as follows: Pension Benefits Other Postretirement Benefits 2016 2015 2016 Accumulated other comprehensive (loss) income Net actuarial (loss) gain $ (87.0 ) $ 0.1 $ 0.2 Total $ (87.0 ) $ 0.1 $ 0.2 The pre-tax amounts recognized in other comprehensive income (loss) in 2016 as components of net periodic costs were as follows: Pension Benefits Other Postretirement Benefits Amortization of: Net actuarial loss $ 0.7 $ — Amounts arising during the period: Net actuarial gain 10.9 0.3 Total $ 11.6 $ 0.3 Actuarial gains and losses in excess of 10.0% of the greater of the projected benefit obligation or the market-related value of plan assets were recognized as a component of net periodic benefit costs over the average remaining service period of a plan’s active employees. As a result of the plan freezes, the actuarial gains and losses are recognized as a component of net periodic benefit costs over the average remaining life of a plan’s active employees. The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit costs in 2017 are shown below: Pension Benefits Amortization of: Net actuarial loss $ 2.1 Total $ 2.1 The weighted average assumptions used to determine the benefit obligation at the measurement date were as follows: Pension Benefits Other Postretirement Benefits 2016 2015 2016 Discount rate 4.2 % 0.7 % 3.6 % The following table provides a summary of under-funded or unfunded pension benefit plans with projected benefit obligations in excess of plan assets as of December 31, 2016 and 2015: Pension Benefits 2016 2015 Projected benefit obligation $ 293.3 $ 3.2 Fair value of plan assets 235.8 — The following table provides a summary of pension plans with accumulated benefit obligations in excess of plan assets as of December 31, 2016 and 2015: Pension Benefits 2016 2015 Accumulated benefit obligation $ 293.3 $ 3.2 Fair value of plan assets 235.8 — Benefit payments are expected to be paid as follows: Pension Benefits Other Postretirement Benefits 2017 $ 16.8 $ 0.1 2018 16.9 0.1 2019 16.7 0.1 2020 17.5 0.1 2021 18.1 0.1 2022-2026 91.5 0.4 Plan Assets The Company’s U.S. pension plans are frozen and the Company has transitioned to a risk management approach for its U.S. pension plan assets. The overall investment objective of this approach is to further reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. Over time, the target asset allocation percentage for the pension plan is expected to decrease for equity and other “return seeking” investments and increase for fixed income and other “hedging” investments. The assumed long-term rate of return for plan assets, which is determined annually, is likely to decrease as the asset allocation shifts over time. The expected long-term rate of return for plan assets is based upon many factors including asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The target asset allocation percentage as of December 31, 2016, for the primary U.S. pension plan was approximately 60.0% for return seeking investments and approximately 40.0% for hedging investments. The Company segregated its plan assets by the following major categories and levels for determining their fair value as of 2016: Cash and cash equivalents— Carrying value approximates fair value. As such, these assets were classified as Level 1. The Company also invests in certain short-term investments which are valued using the amortized cost method. As such, these assets were classified as Level 2. Equity— The values of individual equity securities were based on quoted prices in active markets. As such, these assets are classified as Level 1. Fixed income— Fixed income securities are typically priced based on a valuation model rather than a last trade basis and are not exchange-traded. These valuation models involve utilizing dealer quotes, analyzing market information, estimating prepayment speeds and evaluating underlying collateral. Accordingly, the Company classified these fixed income securities as Level 2. Fixed income securities also include investments in various asset-backed securities that are part of a government sponsored program. The prices of these asset-backed securities were obtained by independent third parties using multi-dimensional, collateral specific prepayments tables. Inputs include monthly payment information and collateral performance. As the values of these assets was determined based on models incorporating observable inputs, these assets were classified as Level 2. The Company invests in certain equity funds that are valued at calculated net asset value per share (“NAV”), but are not quoted on active markets. The Company believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV. In 2016, the Company adopted Accounting Standards Update No. 2015-07 “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize investments which are eligible to be measured using NAV within the fair value hierarchy. For Level 2 plan assets, management reviews significant investments on a quarterly basis including investigation of unusual fluctuations in price or returns and obtaining an understanding of the pricing methodology to assess the reliability of third-party pricing estimates. The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values. While the Company believes the valuation methodologies used are appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts. The Company did not have any pension plan assets at December 31, 2015. The fair values of the Company’s pension plan assets at December 31, 2016, by asset category were as follows: December 31, 2016 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 6.4 $ 4.1 $ 2.3 Equity 67.6 67.6 — Fixed income 93.9 — 93.9 Equity funds measured at NAV 67.9 — — Total $ 235.8 $ 71.7 $ 96.2 The Company did not have any Level 3 assets during the year ended December 31, 2016. The following table provides a summary of changes in the fair value of the Company’s Level 3 assets during the year ended December 31, 2015: Private Equity Balance at January 1, 2015 $ 47.3 Unrealized gains-net 11.9 Purchases, sales and settlements (14.1 ) Plan transfer (45.1 ) Balance at December 31, 2015 $ — Employer 401(k) Savings Plan — For the benefit of most of its U.S. employees, the Company maintains a defined contribution retirement savings plan (401(k)) that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Under this plan, employees may contribute a percentage of eligible compensation on both a before-tax and after-tax basis. The Company may provide a 401(k) discretionary match to participants, but did not in 2016, 2015 or 2014. Multi-Employer Pension Plans — The Company no longer participates in any active defined benefit multi-employer pension plans. During the years ended December 31, 2016, 2015 and 2014, the Company incurred additional charges of $0.2 million, $0.2 million and $0.3 million, respectively, related to its complete withdrawal from one multi-employer pension plan in 2013. These charges were recorded as restructuring, impairment and other charges and represent the Company’s best estimate of the expected settlement of these withdrawal liabilities. See Note 4, to the combined financial statements for further details of charges related to complete multi-employer pension plan withdrawal liabilities recognized in the combined statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes For periods prior to the Separation, income tax expense and deferred tax balances were calculated on a separate tax return basis although the Company’s operations in certain circumstances, particularly the U.S. and Canada, have historically been included in the tax returns filed by the respective RRD entities of which the Company’s business was a part. Beginning October 1, 2016, as a stand-alone entity, the Company will file tax returns on its own behalf and its deferred taxes and effective tax rate may differ from those in the historical periods. The Company maintains an income taxes payable or receivable account in each jurisdiction and with the exception of certain entities outside the U.S. that transferred to the Company at Separation, the Company is deemed to settle current tax balances for the period prior to the Separation with the RRD tax-paying entities in the respective jurisdictions. These settlements are reflected as changes in net parent company investment in the consolidated and combined balance sheets. Income taxes have been based on the following components of earnings from operations before income taxes for the years ended December 31, 2016, 2015 and 2014: 2016 2015 2014 U.S. $ 84.9 $ 156.1 $ 74.9 Foreign 9.4 15.6 17.5 Total $ 94.3 $ 171.7 $ 92.4 The components of income tax expense (benefit) from operations for the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Current: U.S. Federal $ 28.6 $ 41.3 $ 34.2 U.S. State and Local 9.0 12.1 10.5 Foreign 3.5 3.8 3.2 Current income tax expense 41.1 57.2 47.9 Deferred: U.S. Federal (3.1 ) 8.1 (10.6 ) U.S. State and Local (0.4 ) 2.2 (3.0 ) Foreign (2.4 ) (0.1 ) 0.7 Deferred income tax expense (benefit) (5.9 ) 10.2 (12.9 ) Total $ 35.2 $ 67.4 $ 35.0 The following table outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s effective income tax rate: 2016 2015 2014 Federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of U.S. federal income tax benefit 5.9 5.4 5.5 Adjustment of uncertain tax positions and interest 0.6 0.1 (0.1 ) Domestic manufacturing deduction (1.3 ) (0.9 ) (1.3 ) Foreign tax rate differential (0.7 ) (1.0 ) (3.0 ) Change in valuation allowances (1.9 ) — 0.1 Other (0.3 ) 0.7 1.7 Effective income tax rate 37.3 % 39.3 % 37.9 % Deferred income taxes The significant deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows: 2016 2015 Deferred tax assets: Pension and other postretirement benefit plans liabilities $ 24.1 $ 2.3 Accrued liabilities 18.5 18.1 Net operating losses and other tax carryforwards 14.4 19.4 Allowance for doubtful accounts 3.3 3.3 Share-based compensation 2.2 — Other 2.4 1.7 Total deferred tax assets 64.9 44.8 Valuation allowances (1.2 ) (4.9 ) Total deferred tax assets $ 63.7 $ 39.9 Deferred tax liabilities: Other intangible assets $ (21.0 ) $ (23.2 ) Accelerated depreciation (3.1 ) (5.1 ) Other (2.6 ) (2.0 ) Total deferred tax liabilities (26.7 ) (30.3 ) Net deferred tax assets $ 37.0 $ 9.6 Transactions affecting the valuation allowances on deferred tax assets during the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance, beginning of year $ 4.9 $ 5.3 $ 5.6 Current year expense (benefit)-net (1.5 ) — 0.1 Write-offs (2.3 ) — — Foreign exchange and other 0.1 (0.4 ) (0.4 ) Balance, end of year $ 1.2 $ 4.9 $ 5.3 As of December 31, 2016, the Company had domestic and foreign net operating loss deferred tax assets of approximately $14.4 million ($19.4 million at December 31, 2015), of which $4.2 million expires between 2017 and 2025. As of December 31, 2015, the Company had other tax carryforwards of $2.3 million which were written-off during 2016. Limitations on the utilization of these tax assets may apply. The Company has provided valuation allowances to reduce the carrying value of certain deferred tax assets, as management has concluded that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be fully realized. Deferred income taxes are not provided on the excess of the investment value for financial reporting over the tax basis of investments in foreign subsidiaries because such excess is considered to be permanently reinvested in those operations. Undistributed earnings of foreign subsidiaries that are considered indefinitely reinvested outside of the U.S. were approximately $55.9 million as of December 31, 2016. Upon repatriation of these earnings to the U.S., the Company may be subject to U.S. and/or foreign income taxes. It is not practicable to determine the amount of income taxes payable in the event all such foreign earnings are repatriated, as the tax cost would depend on income tax laws and circumstances at that time. Cash payments for income taxes for U.S. states and foreign jurisdictions were $5.2 million, $1.9 million and $1.5 million in 2016, 2015 and 2014, respectively. In certain jurisdictions, such as the United States and Canada, the Company is deemed to settle current tax balances as of October 1, 2016 with RRD within net parent investment. Total amounts settled with RRD were $37.2 million, $55.1 million and $46.7 million for 2016, 2015 and 2014, respectively. Cash refunds for income taxes were $0.7 million and $0.1 million in 2016 and 2015, respectively. There were no refunds for income taxes in 2014. Uncertain tax positions Changes in the Company’s unrecognized tax benefits at December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance at beginning of year $ 1.0 $ 0.7 $ 1.3 Additions for tax positions of the current year — 0.3 — Additions for tax positions of prior years 0.9 — — Settlements during the year — — (0.5 ) Lapses of applicable statutes of limitations — — (0.1 ) Balance at end of year $ 1.9 $ 1.0 $ 0.7 As of December 31, 2016, 2015 and 2014, the Company had $1.9 million, $1.0 million and $0.7 million, respectively, of unrecognized tax benefits. Unrecognized tax benefits of $1.3 million as of December 31, 2016, if recognized, would have decreased income taxes and the corresponding effective income tax rate and increased net earnings. This potential impact on net earnings reflects the reduction of these unrecognized tax benefits, net of certain deferred tax assets and the federal tax benefit of state income tax items. As of December 31, 2016, it is reasonably possible that the total amount of unrecognized tax benefits will decrease within twelve months by as much as $0.9 million due to the resolution of audits or expirations of statutes of limitations related to U.S. federal, state or international tax positions. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. The total interest expense, net of tax benefits, related to tax uncertainties recognized in the Consolidated and Combined Statements of Operations was $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. There were no benefits from the reversal of accrued penalties for the years ended December 31, 2016, 2015 and 2014. Accrued interest of $0.3 million and $0.2 million related to income tax uncertainties were reported as a component of other noncurrent liabilities in the Consolidated and Combined Balance Sheets at December 31, 2016 and 2015, respectively. There were no accrued penalties related to income tax uncertainties for the years ended December 31, 2016 and 2015. The Company has tax years from 2009 that remain open and subject to examination by certain U.S. state taxing authorities and/or certain foreign tax jurisdictions. The Company’s initial U.S. federal income tax return will be for the period October 1, 2016 through December 31, 2016, as such, there are no prior years subject to IRS examination. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 13. Debt The Company’s debt as of December 31, 2016 and 2015 consisted of the following: 2016 2015 Term Loan Credit Facility $ 298.3 $ — 8.25% senior notes due October 15, 2024 300.0 — Other — 8.8 Unamortized debt issuance costs (11.3 ) — Total debt 587.0 8.8 Less: current portion — (8.8 ) Long-term debt $ 587.0 $ — The fair value of the senior notes, which was determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was greater than its book value by approximately $7.1 million at December 31, 2016. On September 30, 2016, in connection with the Separation, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for (i) a new senior secured term loan B facility in an aggregate principal amount of $350.0 million (the “Term Loan Credit Facility”) and (ii) a new first lien senior secured revolving credit facility in an aggregate principal amount of $300.0 million (the “Revolving Facility,” and, together with the Term Loan Credit Facility, the “Credit Facilities”). The Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and a maximum Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $15.0 million in the aggregate. As of December 31, 2016, there were no borrowings under the Revolving Facility. Borrowings under the Term Loan Credit Facility were used to provide $340.2 million of cash to RRD, pursuant to the Separation Agreement, as of September 30, 2016. The remainder of the net proceeds was used for general corporate purposes. On September 30, 2016, also in connection with the Separation, the Company issued $300.0 million of 8.25% senior unsecured notes due October 15, 2024 (the “Notes”). Interest on the Notes is payable semi-annually on April 15 and October 15, commencing on April 15, 2017. The issuance of the Notes was part of a debt exchange that resulted in the settlement of certain of RRD's bonds. In connection with the offering of the Notes, the Company entered into a registration rights agreement, dated as of September 30, 2016 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes which will have terms identical in all material respects to the Notes except that the registered notes will not contain terms that provide for restrictions on transfer, and use its reasonable best efforts to cause the exchange offer registration statement to be declared effective by the SEC by June 27, 2017. In certain circumstances, the Company may be required to file a shelf registration statement with the SEC registering the resale of the Notes by the holders thereof, in lieu of an exchange offer to such holders. The Company will be required to pay specified additional interest on the Notes if it fails to comply with its registration obligations under the Registration Rights Agreement. During the third quarter of 2016, the Company settled an intercompany note payable with RRD. Refer to Note 20, Related Parties As of December 31, 2016, the Company had $1.4 million in outstanding letters of credit and bank guarantees, of which $0.9 million were issued under the Revolving Facility. The letters of credit used under the Revolving Facility did not reduce availability under the Revolving Facility as of December 31, 2016, as the amounts issued were less than the reduction in availability from the Leverage Ratio covenant. At December 31, 2016, the future maturities of debt were as follows: Amount 2017 $ — 2018 — 2019 6.9 2020 17.5 2021 17.5 2022 and thereafter 558.1 Total (a) $ 600.0 (a) Excludes unamortized debt issuance costs of $11.3 million and a discount of $1.7 million which do not represent contractual commitments with a fixed amount or maturity date. The following table summarizes interest expense included in the Consolidated and Combined Statements of Operations: 2016 2015 2014 Interest incurred $ 12.2 $ 1.1 $ 1.5 Less: interest capitalized as property, plant and equipment (0.5 ) — — Interest expense, net $ 11.7 $ 1.1 $ 1.5 Interest paid, net of interest received, was $4.8 million, $1.1 million and $1.5 million in 2016, 2015 and 2014, respectively. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 14. Earnings per Share Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including restricted stock units and restricted stock. On October 1, 2016, RRD distributed approximately 26.2 million shares of Donnelley Financial common stock to RRD shareholders in connection with the spin-off of Donnelley Financial, with RRD retaining approximately 6.2 million shares of Donnelley Financial common stock. Holders of RRD common stock received one share of Donnelley Financial for every eight shares of RRD common stock held on September 23, 2016. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Donnelley Financial shares outstanding immediately following this transaction. For periods prior to the Separation, basic and diluted earnings per share were calculated using the number of shares distributed and retained by RRD, totaling 32.4 million. The same number of shares was used to calculate basic and diluted earnings per share since there were no Donnelley Financial equity awards outstanding prior to the spin-off. 2016 2015 2014 Net earnings per share: Basic $ 1.81 $ 3.22 $ 1.77 Diluted $ 1.80 $ 3.22 $ 1.77 Numerator: Net earnings $ 59.1 $ 104.3 $ 57.4 Denominator: Weighted average number of common shares outstanding 32.6 32.4 32.4 Dilutive awards 0.2 — — Diluted weighted average number of common shares outstanding 32.8 32.4 32.4 Weighted average number of anti-dilutive share-based awards: Restricted stock units 0.2 — — Stock options 0.2 — — Total 0.4 — — |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | Note 15. Share-Based Compensation Donnelley Financial’s Stock and Incentive Programs for Employees and Directors The Company’s share-based compensation plan under which it may grant future awards, the 2016 Donnelley Financial Solutions, Inc. Performance Incentive Plan (“2016 PIP”), was approved by the Board of Directors to provide incentives to key employees of the Company. Awards under the 2016 PIP may include, cash or stock bonuses, stock options, stock appreciation rights, restricted stock or restricted stock units. In addition, non-employee members of the Board of Directors may receive awards under the 2016 PIP. There were 3.5 million shares of common stock reserved and authorized for issuance under the 2016 PIP. At December 31, 2016, there were 2.6 million shares of common stock authorized and available for grant under the 2016 PIP. Impact of the Separation from RRD Prior to the Separation, RRD maintained an incentive stock program for the benefit of its officers, directors and certain employees, including certain Donnelley Financial employees. RRD’s share-based compensation programs in which Donnelley Financial employees participated included RSUs. In connection with the Separation, as of October 1, 2016, employee stock options and restricted stock units (“RSUs”) were adjusted and converted into new equity awards of Donnelley Financial, RRD and/or LSC using a 10-day volume weighted average share price of Donnelley Financial, RRD and LSC, as described in the Separation and Distribution Agreement. Converted awards retained the same vesting schedule and expiration date of the original awards. In addition, performance-based awards granted under RRD were converted into RSUs of Donnelley Financial, RRD and/or LSC (with satisfaction of performance conditions determined through the Separation Date) and remain subject to time-based vesting for the remainder of the applicable performance period. All equity awards converted upon Separation were authorized for issuance under the 2016 PIP. In periods following the Separation, the Company records share-based compensation expense for its employees’ equity awards that were converted into Donnelley Financial, RRD and/or LSC equity awards. The rights granted to the recipient of RRD RSU awards generally accrue ratably over the restriction or vesting period, which is generally four years. RRD also granted RSU awards which cliff vest three years from the grant date. RSU awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of RRD. The Company records compensation expense of RSU awards based on the fair market value of the awards at the date of grant ratably over the period during which the restrictions lapse. Dividends are not paid on RSUs. Share-based compensation expense For all awards issued following the Separation, the Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock and restricted stock units. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes compensation costs for RSUs expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years. The Company recognizes compensation expense for performance based restricted stock awards utilizing a graded vesting schedule. The Company estimates the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. In periods prior to the Separation, share-based compensation expense includes expense attributable to the Company based on the award terms previously granted to the Company’s employees and an allocation of compensation expense for RRD’s corporate and shared functional employees. As those share-based compensation plans are RRD’s plans, the amounts have been recognized through net parent company investment on the consolidated and combined balance sheets. Total compensation expense was $2.5 million, $1.6 million and $2.1 million for years ended December 31, 2016, 2015 and 2014, respectively. The income tax benefit related to share-based compensation expense was $1.0 million, $0.6 million and $0.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, $7.2 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 2.5 years. General Terms of Awards The Donnelley Financial Compensation Committee of the Board of Directors has discretion to establish the terms and conditions for grants, including the number of shares, vesting and required service or other performance criteria. Generally, awards under the 2016 PIP must have a minimum vesting period of three years. On October 1, 2016, the Company awarded certain employees and members of the Board of Directors restricted stock and RSUs. 50% of each of the awards of restricted stock and RSUs granted in 2016 will vest two years from the grant date and 50% will vest three years from the grant date. Vesting of the restricted stock awards is also subject to performance metrics. Both the restricted stock and RSU awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. Stock Options As of December 31, 2016, all outstanding options were 100% vested. There were no options granted during the years ended December 31, 2016, 2015 or 2014. The following table summarizes activity for Donnelley Financial stock options held by employees of Donnelley Financial, RRD and LSC for the period following the Separation: Weighted Average Weighted Remaining Aggregate Shares Under Average Contractual Intrinsic Option Exercise Term Value (thousands) Price (years) (millions) Outstanding at October 1, 2016 3 $ 22.30 5.4 $ - Vested options converted on October 1, 2016 in connection with the Separation 296 21.47 3.7 1.4 Outstanding at December 31, 2016 299 21.48 3.5 1.4 Exercisable at December 31, 2016 207 $ 16.35 3.5 $ 1.4 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on October 3, 2016 and December 31, 2016, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on October 3, 2016 and December 31, 2016. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. Total intrinsic value of options exercised for the year ended December 31, 2016 was de minimis. Compensation expense related to stock options for the years ended December 31, 2016, 2015 and 2014 was de minimis. Restricted Stock Units On October 1, 2016, under the 2016 PIP the Company awarded 60,748 RSUs to certain employees and 16,620 restricted stock units to members of the Board of Directors, as a pro-rata portion of their annual director equity retainer. The following table summarizes activity for Donnelley Financial RSUs held by employees of Donnelley Financial, RRD and LSC, and members of the Board of Directors for the period following the Separation: Weighted Shares Average Grant (Thousands) Date Fair Value (1) Nonvested at October 1, 2016 11 $ 26.66 Awarded 77 24.75 Vested (20 ) 25.74 Nonvested RSUs converted on October 1, 2016 in connection with the Separation 368 27.22 Nonvested at December 31, 2016 436 $ 25.28 (1) Compensation expense related to RSUs was $1.9 million, $0.8 million and $1.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $3.7 million of unrecognized share-based compensation expense related to 0.3 million restricted stock unit awards, with a weighted-average grant date fair value of $25.32, that are expected to vest over a weighted-average period of 2.1 years. The fair value of these awards was determined based on the Company’s stock price on the grant date reduced by the present value of expected dividends through the vesting period. Restricted Stock On October 1, 2016, the Company awarded 156,169 shares of restricted stock with a weighted average grant date fair value of $24.75 to certain employees under the 2016 PIP. The fair value of these awards was determined based on the Company’s stock price on the grant date. The performance period for the shares awarded during 2016 is October 1, 2016 to September 30, 2019. Distributions under these awards are payable at the end of the period in common stock. Compensation expense for the restricted stock awards granted in 2016 is currently being recognized based on 100% attainment of the targeted performance metric. Compensation expense for restricted stock awards was $0.3 million for the year ended December 31, 2016. As of December 31, 2016, there was $3.5 million of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted average period of 2.8 years. Other Incentive Stock Programs RRD maintained other incentive stock programs for the benefits of its officers and certain employees. Compensation expense related to these other stock programs was $0.3 million, $0.7 million and $0.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Preferred Stock | Note 16. Preferred Stock The Company has one million shares of $0.01 par value preferred stock authorized for issuance. The Board of Directors may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Comprehensive Income | Note 17. Comprehensive Income The components of other comprehensive income and income tax expense allocated to each component for the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Amount Expense Amount Amount Expense Amount Amount Expense Amount Translation adjustments $ (0.1 ) $ — $ (0.1 ) $ (7.5 ) $ — $ (7.5 ) $ (2.9 ) $ — $ (2.9 ) Adjustment for net periodic pension plan and other postretirement benefits plan cost 11.9 4.8 7.1 45.9 18.4 27.5 (284.5 ) (114.6 ) (169.9 ) Other comprehensive income (loss) $ 11.8 $ 4.8 $ 7.0 $ 38.4 $ 18.4 $ 20.0 $ (287.4 ) $ (114.6 ) $ (172.8 ) The following table summarizes changes in accumulated other comprehensive loss by component for the years ended December 31, 2016, 2015 and 2014: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at January 1, 2014 $ (495.3 ) $ (5.6 ) $ (500.9 ) Other comprehensive loss before reclassifications (244.5 ) (2.9 ) (247.4 ) Amounts reclassified from accumulated other comprehensive loss 74.6 — 74.6 Net change in accumulated other comprehensive loss (169.9 ) (2.9 ) (172.8 ) Balance at December 31, 2014 $ (665.2 ) $ (8.5 ) $ (673.7 ) Other comprehensive income (loss) before reclassifications 5.7 (7.5 ) (1.8 ) Amounts reclassified from accumulated other comprehensive loss 21.8 — 21.8 Transfer of pension plan to parent company, net 637.7 — 637.7 Net change in accumulated other comprehensive loss 665.2 (7.5 ) 657.7 Balance at December 31, 2015 $ — $ (16.0 ) $ (16.0 ) Other comprehensive income before reclassifications 6.7 (0.1 ) 6.6 Amounts reclassified from accumulated other comprehensive loss 0.4 — 0.4 Transfer of pension plan from parent company, net (59.3 ) — (59.3 ) Net change in accumulated other comprehensive loss (52.2 ) (0.1 ) (52.3 ) Balance at December 31, 2016 $ (52.2 ) $ (16.1 ) $ (68.3 ) Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2016, 2015 and 2014 were as follows: Classification in the Consolidated and Combined 2016 2015 2014 Statements of Operations Amortization of pension and other postretirement benefits plan cost: Net actuarial income $ 0.7 $ 36.4 $ 29.1 (a) Settlements — — 95.7 (a) Reclassifications before tax 0.7 36.4 124.8 Income tax expense 0.3 14.6 50.2 Reclassifications, net of tax $ 0.4 $ 21.8 $ 74.6 (a) These accumulated other comprehensive (loss) income components are included in the calculation of net periodic pension and other postretirement benefits plan (income) expense, a component of which was allocated to Donnelley Financial in periods prior to the Separation, and recognized in cost of sales and selling, general and administrative expenses in the consolidated and combined statements of operations (see Note 11, Retirement Plans |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 18. Segment Information The Company’s segments are summarized below: United States The U.S. segment serves capital market and investment market clients in the U.S. by delivering products and services to help create, manage, and deliver, accurate and timely financial communications to investors and regulators. The Company also provides virtual data rooms to facilitate the deal management requirements of capital markets and mergers and acquisitions transactions, and provides data and analytics services that help professionals uncover intelligence from disclosures contained within public filings made with the SEC. The U.S. segment also includes language solutions capabilities, through which the Company can translate documents and create content in up to 140 different languages for its clients, and commercial print. The U.S. segment accounted for 86.0% of the Company’s consolidated and combined net sales in 2016. International The International segment includes the Company’s operations in Asia, Europe, Canada and Latin America. The international business is primarily focused on working with international capital markets clients on capital markets offerings and regulatory compliance related activities into or within the United States. In addition, the international segment provides language translation services and shareholder communication services to investment market clients. The International segment accounted for 14.0% of the Company’s consolidated and combined net sales in 2016. Corporate Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications and certain facility costs. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefit plan expense (income) and allocated costs for share-based compensation, are included in Corporate and not allocated to the operating segments. Information by Segment The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision-maker and is most consistent with the presentation of profitability reported within the consolidated and combined financial statements. Income Depreciation Total Intersegment Net from Assets of and Capital Sales Sales Sales Operations Operations Amortization Expenditures Year ended December 31, 2016 U.S. $ 852.6 $ (7.4 ) $ 845.2 $ 118.4 $ 672.2 $ 34.5 $ 20.5 International 142.9 (4.6 ) 138.3 9.6 93.7 4.6 2.6 Total operating segments 995.5 (12.0 ) 983.5 128.0 765.9 39.1 23.1 Corporate — — — (22.0 ) 213.0 4.2 3.1 Total operations $ 995.5 $ (12.0 ) $ 983.5 $ 106.0 $ 978.9 $ 43.3 $ 26.2 Income Depreciation Total Intersegment Net from Assets of and Capital Sales Sales Sales Operations Operations Amortization Expenditures Year ended December 31, 2015 U.S. $ 912.0 $ (11.2 ) $ 900.8 $ 160.3 $ 664.0 $ 37.0 $ 25.9 International 151.1 (2.4 ) 148.7 15.3 86.8 4.4 1.2 Total operating segments 1,063.1 (13.6 ) 1,049.5 175.6 750.8 41.4 27.1 Corporate — — — (2.9 ) 66.8 0.3 — Total operations $ 1,063.1 $ (13.6 ) $ 1,049.5 $ 172.7 $ 817.6 $ 41.7 $ 27.1 Income Depreciation Total Intersegment Net from and Capital Sales Sales Sales Operations Amortization Expenditures Year ended December 31, 2014 U.S. $ 926.0 $ (9.7 ) $ 916.3 $ 175.7 $ 35.4 $ 20.3 International 166.9 (3.1 ) 163.8 17.2 4.6 1.5 Total operating segments 1,092.9 (12.8 ) 1,080.1 192.9 40.0 21.8 Corporate — — — (102.1 ) 0.7 7.0 Total operations $ 1,092.9 $ (12.8 ) $ 1,080.1 $ 90.8 $ 40.7 $ 28.8 Corporate assets primarily consisted of the following items at December 31, 2016 and 2015: 2016 2015 Receivable from RR Donnelley $ 76.0 $ — Software, net 41.0 42.4 Deferred income tax assets, net of valuation allowances 34.2 10.4 Cash and cash equivalents 25.5 — Restructuring, impairment and other charges by segment for 2016, 2015 and 2014 are described in Note 4, Restructuring, Impairment and Other Charges |
Geographic Area and Products an
Geographic Area and Products and Services Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Area and Products and Services Information | Note 19. Geographic Area and Products and Services Information The table below presents net sales and long-lived assets by geographic region for the years ended December 31, 2016, 2015 and 2014. U.S. Europe Asia Canada Other Consolidated 2016 Net sales $ 845.2 $ 62.4 $ 39.2 $ 32.1 $ 4.6 $ 983.5 Long-lived assets (a) 107.4 3.1 0.6 0.5 — 111.6 2015 Net sales $ 900.8 $ 70.0 $ 49.3 $ 23.7 $ 5.7 $ 1,049.5 Long-lived assets (a) 96.0 2.7 0.6 0.8 — 100.1 2014 Net sales $ 916.3 $ 73.6 $ 53.7 $ 29.9 $ 6.6 $ 1,080.1 Long-lived assets (a) 82.7 2.3 0.9 1.2 0.1 87.2 (a) Includes net property, plant and equipment, net software and other noncurrent assets. The following table summarizes net sales for services and products for the years ended December 31, 2016, 2015 and 2014. 2016 Net Sales 2015 Net Sales 2014 Net Sales Capital Markets $ 387.6 $ 431.0 $ 442.3 Investment Markets 143.2 139.1 140.7 Language Solutions and other 67.8 58.5 55.2 Total services 598.6 628.6 638.2 Investment Markets $ 199.1 $ 204.0 $ 211.2 Capital Markets 168.5 193.9 203.7 Language Solutions and other 17.3 23.0 27.0 Total products 384.9 420.9 441.9 Total net sales $ 983.5 $ 1,049.5 $ 1,080.1 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 20. Related Parties Transition Services Agreements In connection with the Separation, the Company entered into transition services agreements separately with RRD and LSC, under which, in exchange for the fees specified in the arrangements, RRD and LSC agree to provide certain services to the Company and the Company agrees to provide certain services to RRD, respectively, for up to 24 months following the Separation. These services include, but are not limited to, information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. These agreements facilitate the separation by allowing the Company to operate independently prior to establishing stand-alone back office systems across its organization. Commercial Arrangements The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition, premedia and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients. Stockholder and Registration Rights Agreement The Company and RRD entered into a Stockholder and Registration Rights Agreement with respect to the Company’s common stock retained by RRD pursuant to which the Company agrees that, upon the request of RRD, the Company will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of the shares of the Company’s common stock retained by RRD after the Separation. In addition, RRD granted the Company a proxy to vote the shares of the Company’s common stock that RRD retained immediately after the Separation in proportion to the votes cast by the Company’s other stockholders. This proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from RRD to a person other than RRD, and neither the voting agreement nor the proxy will limit or prohibit any such sale or transfer. Sublease Agreement In connection with the Separation, the Company assumed an operating lease through 2024 for the Company’s headquarters, with a total commitment of $13.7 million at December 31, 2016. There is a related non-cancelable sublease rental to RRD of approximately $4.6 million for the same period. The Company remains secondarily liable under this lease in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreement. Related Party Receivables/Payables The Separation and Distribution A The following is a summary of the amounts in the consolidated and combined balance sheet due to or from RRD and LSC as of December 31, 2016: December 31, 2016 Receivable from RRD $ 96.0 Receivable from LSC 0.8 Due from related parties 96.8 Payable to RRD $ 27.1 Payable to LSC 2.5 Due to related parties 29.6 Allocations from RRD Prior to Separation Prior to the Separation RRD provided Donnelley Financial with certain services, which include, but are not limited to information technology, finance, legal, human resources, internal audit, treasury, tax, investor relations and executive oversight. The financial information in these consolidated and combined financial statements does not necessarily include all the expenses that would have been incurred had Donnelley Financial been a separate, standalone entity for all periods presented. Prior to the Separation RRD charged Donnelley Financial for these services based on direct usage when possible. When specific identification was not practicable, the pro rata basis of revenue or employee headcount, or some other measure was used. These allocations were reflected as follows in the consolidated and combined financial statements: 2016 2015 2014 Costs of goods sold allocation $ 28.0 $ 38.5 $ 41.0 Selling, general and administrative allocation 129.4 168.3 158.6 Depreciation and amortization 15.2 21.4 18.4 Total allocations from RRD $ 172.6 $ 228.2 $ 218.0 The Company considers the expense methodology and results to be reasonable for all periods presented. However, these allocations may not be indicative of the actual expenses that the Company would have incurred as an independent public company or the costs it may incur in the future. Related Party Revenues Donnelley Financial generates a portion of net revenue from sales to RRD’s subsidiaries. Net revenues from sales to RRD and affiliates of $19.4 million, $7.8 million and $8.0 million for the years ended December 31, 2016, 2015 and 2014, respectively, were included in the consolidated and combined statement of operations. Related Party Purchases Donnelley Financial utilizes RRD for freight and logistics and services as well as certain production of printed products. Cost of sales of $57.9 million, $68.3 million and $76.5 million for the years ended December 31, 2016, 2015 and 2014, respectively, were included in the consolidated and combined statements of operations for these purchases. Donnelley Financial also utilizes RRD’s business process outsourcing business for certain composition, XBRL and other functions. Cost of sales of $37.8 million, $40.4 million and $39.3 million for the years ended December 31, 2016, 2015 and 2014, respectively, were included in the consolidated and combined statements of operations for these purchases. For periods prior to the Separation, intercompany payables with RRD and affiliates for these purchases are reflected within net parent company investment in the consolidated and combined financial statements. Share-Based Compensation Prior to Separation Prior to the Separation, certain Donnelley Financial employees participated in RRD’s share-based compensation plans, the costs of which have been allocated to Donnelley Financial and recorded in selling, general and administrative expenses in the combined statements of operations. Share-based compensation costs allocated to the Company were $1.2 million for the nine months ended September 30, 2016 and $1.6 million and $2.1 million for the years ended Retirement Plans Prior to Separation Prior to the Separation, Donnelley Financial employees participated in pension and other postretirement plans sponsored by RRD. These costs are reflected in the Company’s cost of sales and selling, general and administrative expenses in the consolidated and combined statements of operations. These costs were funded through intercompany transactions with RRD which are reflected within the net parent company investment. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. Refer to Note 11 , Retirement Plans Centralized Cash Management Prior to Separation RRD uses a centralized approach to cash management and financing of operations. Prior to the Separation, the majority of the Company’s foreign subsidiaries were party to RRD’s international cash pooling arrangements to maximize the availability of cash for general operating and investing purposes. As part of RRD’s centralized cash management process, cash balances were swept regularly from the Company’s accounts. Cash transfers to and from RRD’s cash concentration accounts and the resulting balances at the end of each reporting period are reflected in net parent company investment in the consolidated and D uring the fourth quarter of 2016, the Company paid a cash adjustment to RRD for the amount of the Company’s September 30, 2016 cash balance that was greater than the agreed-upon target cash balance of $50.0 million as defined in the Separation and Distribution Agreement. Debt RRD’s third party debt and related interest expense have not been allocated to the Company for any of the periods presented as the Company was not the legal obligor of the debt and the borrowings were not directly related to the Company’s business. An intercompany note payable with RRD at December 31, 2015 is presented in the accompanying consolidated and combined balance sheets. During the third quarter of 2016, the Company recorded a $29.6 million non-cash settlement related to this intercompany note payable. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 21. New Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted; however the Company plans to adopt the standard in the first quarter of 2019. The Company is evaluating the impact of ASU 2016-02. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 also requires additional quantitative and qualitative disclosures. In August 2015, the FASB issued Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09 to January 1, 2018. Early adoption of ASU 2014-09 is permitted in the first quarter of 2017. However, the Company plans to adopt the standard in the first quarter of 2018. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or a modified retrospective adoption, meaning the standard is applied only to the most current period. The Company is evaluating the impact of the provisions of ASU 2014-09 and currently anticipates applying the modified retrospective approach when adopting the standard. The following standards were effective for and adopted by the Company in 2016. The adoption of these standards did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows: • Accounting Standards Update No. 2015-16 “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” • Accounting Standards Update No. 2015-07 “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” • Accounting Standards Update No. 2015-05 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Could Computing Arrangement” • Accounting Standards Update No. 2015-04 “Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets” • Accounting Standards Update No. 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis” • Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” • Accounting Standards Update No. 2014-16 “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” • Accounting Standards Update No. 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” • Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” |
Guarantor Financial Information
Guarantor Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor Financial Information | Note 22. Guarantor Financial Information As described in Note 13, Debt, on September 30, 2016, the Company issued $300.0 million of 8.25% senior unsecured notes due October 15, 2024. Donnelley Financial, LLC and DFS International Holding, Inc. (together the “Guarantor Subsidiaries”) entered into an agreement pursuant to which each agreed to guarantee the obligations of Donnelley Financial Solutions, Inc. (the “Parent”) under the Notes. All guarantees are full and unconditional and joint and several. The Guarantor Subsidiaries are 100% directly owned subsidiaries of the Parent. The guarantee of the notes by a subsidiary guarantor will be automatically released under certain situations, including upon the sale or disposition of such subsidiary guarantor to a person that is not Donnelley Financial or a subsidiary guarantor of the notes, the liquidation or dissolution of such subsidiary guarantor, and if such subsidiary guarantor is released from its guarantee obligations under the Company’s Credit Facilities. The following tables set forth condensed consolidating statements of income for the years ended December 31, 2016, 2015, and 2014, condensed consolidating statements of financial position as of December 31, 2016 and December 31, 2015, and condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015, and 2014. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions. Condensed Consolidating Statements of Operations Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 502.2 $ 104.1 $ (7.7 ) $ 598.6 Products net sales — 350.4 38.8 (4.3 ) 384.9 Total net sales — 852.6 142.9 (12.0 ) 983.5 Services cost of sales (exclusive of depreciation and amortization) — 236.0 68.2 (7.1 ) 297.1 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 35.6 2.2 — 37.8 Products cost of sales (exclusive of depreciation and amortization) — 207.0 24.1 (4.9 ) 226.2 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 57.3 0.6 — 57.9 Total cost of sales — 535.9 95.1 (12.0 ) 619.0 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 176.8 33.0 — 209.8 Restructuring, impairment and other charges-net — 4.8 0.6 — 5.4 Depreciation and amortization — 38.6 4.7 — 43.3 Income from operations — 96.5 9.5 — 106.0 Interest expense-net 11.7 — — — 11.7 Earnings (loss) before income taxes and equity in net income of subsidiaries (11.7 ) 96.5 9.5 — 94.3 Income tax (benefit) expense (4.3 ) 38.5 1.0 — 35.2 Earnings (loss) before equity in net income of subsidiaries (7.4 ) 58.0 8.5 — 59.1 Equity in net income of subsidiaries 66.5 8.5 — (75.0 ) — Net earnings (loss) $ 59.1 $ 66.5 $ 8.5 $ (75.0 ) $ 59.1 Comprehensive income (loss) $ 66.1 $ 73.5 $ 8.6 $ (82.1 ) $ 66.1 Condensed Consolidating Statements of Operations Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 530.2 $ 106.6 $ (8.2 ) $ 628.6 Products net sales — 381.8 44.5 (5.4 ) 420.9 Total net sales — 912.0 151.1 (13.6 ) 1,049.5 Services cost of sales (exclusive of depreciation and amortization) — 230.7 68.4 (7.2 ) 291.9 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 38.1 2.3 — 40.4 Products cost of sales (exclusive of depreciation and amortization) — 208.8 28.5 (6.4 ) 230.9 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 68.2 0.1 — 68.3 Total cost of sales — 545.8 99.3 (13.6 ) 631.5 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 168.1 31.1 — 199.2 Restructuring, impairment and other charges-net — 3.5 0.9 — 4.4 Depreciation and amortization — 37.3 4.4 — 41.7 Income from operations — 157.3 15.4 0.0 172.7 Interest expense-net — 1.1 — — 1.1 Investment and other income-net — — (0.1 ) — (0.1 ) Earnings before income taxes and equity in net income of subsidiaries — 156.2 15.5 0.0 171.7 Income tax expense — 63.8 3.6 — 67.4 Earnings before equity in net income of subsidiaries — 92.4 11.9 0.0 104.3 Equity in net income of subsidiaries 104.3 11.9 — (116.2 ) — Net earnings (loss) $ 104.3 $ 104.3 $ 11.9 $ (116.2 ) $ 104.3 Comprehensive income (loss) $ 124.3 $ 124.3 $ 4.4 $ (128.7 ) $ 124.3 Condensed Consolidating Statements of Operations Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 529.7 $ 116.2 $ (7.7 ) $ 638.2 Products net sales — 396.3 50.7 (5.1 ) 441.9 Total net sales — 926.0 166.9 (12.8 ) 1,080.1 Services cost of sales (exclusive of depreciation and amortization) — 237.3 70.8 (6.9 ) 301.2 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 36.9 2.4 — 39.3 Products cost of sales (exclusive of depreciation and amortization) — 208.8 33.4 (5.9 ) 236.3 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 76.3 0.2 — 76.5 Total cost of sales — 559.3 106.8 (12.8 ) 653.3 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 254.7 35.8 — 290.5 Restructuring, impairment and other charges-net — 2.5 2.3 — 4.8 Depreciation and amortization — 36.1 4.6 — 40.7 Income from operations — 73.4 17.4 — 90.8 Interest expense-net — 1.5 — — 1.5 Investment and other income-net — (3.0 ) (0.1 ) — (3.1 ) Earnings before income taxes and equity in net income of subsidiaries — 74.9 17.5 — 92.4 Income tax expense — 31.1 3.9 — 35.0 Earnings before equity in net income of subsidiaries — 43.8 13.6 — 57.4 Equity in net income of subsidiaries 57.4 13.6 — (71.0 ) — Net earnings (loss) $ 57.4 $ 57.4 $ 13.6 $ (71.0 ) $ 57.4 Comprehensive (loss) income $ (115.4 ) $ (115.4 ) $ 10.7 $ 104.7 $ (115.4 ) Condensed Consolidating Balance Sheets December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 21.8 $ 16.8 $ (2.4 ) $ 36.2 Receivables, less allowances — 119.9 36.3 — 156.2 Receivable from RR Donnelley 68.0 28.0 — — 96.0 Intercompany receivables — 63.0 — (63.0 ) — Intercompany short-term note receivable — — 15.3 (15.3 ) — Inventories — 22.7 1.4 — 24.1 Prepaid expenses and other current assets 4.3 8.1 4.7 — 17.1 Total current assets 72.3 263.5 74.5 (80.7 ) 329.6 Property, plant and equipment-net — 32.4 3.1 — 35.5 Goodwill — 429.2 17.2 — 446.4 Other intangible assets-net — 44.0 10.3 — 54.3 Software-net — 41.0 0.6 — 41.6 Deferred income taxes — 34.2 2.8 — 37.0 Other noncurrent assets 4.4 27.7 2.4 — 34.5 Investments in consolidated subsidiaries 692.2 65.1 — (757.3 ) — Total assets $ 768.9 $ 937.1 $ 110.9 $ (838.0 ) $ 978.9 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 3.4 $ 72.8 $ 11.5 $ (2.4 ) $ 85.3 Intercompany payable 43.9 — 18.6 (62.5 ) — Intercompany short-term note payable 15.3 — — (15.3 ) — Accrued liabilities 8.2 81.4 11.6 (0.5 ) 100.7 Total current liabilities 70.8 154.2 41.7 (80.7 ) 186.0 Long-term debt 587.0 — — — 587.0 Deferred compensation liabilities — 24.4 — — 24.4 Pension and other postretirement benefits plan liabilities — 55.3 1.1 — 56.4 Other noncurrent liabilities — 11.0 3.0 — 14.0 Total liabilities 657.8 244.9 45.8 (80.7 ) 867.8 Total equity 111.1 692.2 65.1 (757.3 ) 111.1 Total liabilities and equity $ 768.9 $ 937.1 $ 110.9 $ (838.0 ) $ 978.9 Condensed Consolidating Balance Sheets December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 0.1 $ 15.0 $ — $ 15.1 Receivables, less allowances — 115.0 31.2 — 146.2 Intercompany receivables — 7.4 — (7.4 ) — Inventories — 21.4 0.8 — 22.2 Prepaid expenses and other current assets — 3.0 4.3 — 7.3 Total current assets — 146.9 51.3 (7.4 ) 190.8 Property, plant and equipment-net — 31.0 2.0 — 33.0 Goodwill — 429.2 17.6 — 446.8 Other intangible assets-net — 55.8 13.5 — 69.3 Software-net — 42.3 1.1 — 43.4 Deferred income taxes — 10.4 0.2 — 10.6 Other noncurrent assets — 20.6 3.1 — 23.7 Investments in consolidated subsidiaries 623.5 50.2 — (673.7 ) — Total assets $ 623.5 $ 786.4 $ 88.8 $ (681.1 ) $ 817.6 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ — $ 31.7 $ 7.8 $ — $ 39.5 Intercompany payable — — 7.4 (7.4 ) — Accrued liabilities — 62.8 12.6 — 75.4 Short-term debt — — 8.8 — 8.8 Total current liabilities — 94.5 36.6 (7.4 ) 123.7 Note payable with an RRD affiliate — 29.2 — — 29.2 Deferred compensation liabilities — 28.5 — — 28.5 Other noncurrent liabilities — 10.7 2.0 — 12.7 Total liabilities — 162.9 38.6 (7.4 ) 194.1 Total equity 623.5 623.5 50.2 (673.7 ) 623.5 Total liabilities and equity $ 623.5 $ 786.4 $ 88.8 $ (681.1 ) $ 817.6 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (1.2 ) $ 103.2 $ 6.4 $ (2.4 ) $ 106.0 INVESTING ACTIVITIES Capital expenditures — (23.6 ) (2.6 ) — (26.2 ) Purchases of investments — (3.5 ) — — (3.5 ) Other investing activities — — 0.4 — 0.4 Net cash used in investing activities — (27.1 ) (2.2 ) — (29.3 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 348.2 — — — 348.2 Payments on long-term debt (50.0 ) — — — (50.0 ) Net change in short-term debt — — (8.8 ) — (8.8 ) Debt issuance costs (9.3 ) — — — (9.3 ) Net transfers to Parent and affiliates (287.7 ) (54.4 ) 2.0 — (340.1 ) Net cash provided by (used in) financing activities 1.2 (54.4 ) (6.8 ) — (60.0 ) Effect of exchange rate on cash and cash equivalents — — 4.4 — 4.4 Net increase (decrease) in cash and cash equivalents — 21.7 1.8 (2.4 ) 21.1 Cash and cash equivalents at beginning of year — 0.1 15.0 — 15.1 Cash and cash equivalents at end of period $ — $ 21.8 $ 16.8 $ (2.4 ) $ 36.2 Supplemental non-cash disclosure: Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs $ 300.0 $ — $ — $ — $ 300.0 Settlement of intercompany note payable — 29.6 — — 29.6 Accrued debt issuance costs 1.5 — — — 1.5 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash provided by operating activities $ — $ 106.7 $ 14.2 $ — $ 120.9 INVESTING ACTIVITIES Capital expenditures — (25.9 ) (1.2 ) — (27.1 ) Purchases of investments — (10.0 ) — — (10.0 ) Net cash used in investing activities — (35.9 ) (1.2 ) — (37.1 ) FINANCING ACTIVITIES Net change in short-term debt — — (24.0 ) — (24.0 ) Payments on note payable with an RRD affiliate — (14.6 ) (0.2 ) — (14.8 ) Net transfers to Parent and affiliates — (56.2 ) 0.2 — (56.0 ) Net cash used in financing activities — (70.8 ) (24.0 ) — (94.8 ) Effect of exchange rate on cash and cash equivalents — — (2.5 ) — (2.5 ) Net decrease in cash and cash equivalents — — (13.5 ) — (13.5 ) Cash and cash equivalents at beginning of year — 0.1 28.5 — 28.6 Cash and cash equivalents at end of period $ — $ 0.1 $ 15.0 $ — $ 15.1 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash provided by operating activities $ — $ 108.0 $ 17.3 $ — $ 125.3 INVESTING ACTIVITIES Capital expenditures — (27.3 ) (1.5 ) — (28.8 ) Acquisition of business, net of cash acquired — — (6.0 ) — (6.0 ) Proceeds from sales of other assets — 5.3 — — 5.3 Net cash used in investing activities — (22.0 ) (7.5 ) — (29.5 ) FINANCING ACTIVITIES Net change in short-term debt — — (12.8 ) — (12.8 ) Payments on note payable with an RRD affiliate — (14.7 ) — — (14.7 ) Net transfers to Parent and affiliates — (71.9 ) 9.0 — (62.9 ) Net cash used in financing activities — (86.6 ) (3.8 ) — (90.4 ) Effect of exchange rate on cash and cash equivalents — — 2.0 — 2.0 Net (decrease) increase in cash and cash equivalents — (0.6 ) 8.0 — 7.4 Cash and cash equivalents at beginning of year — 0.7 20.5 — 21.2 Cash and cash equivalents at end of period $ — $ 0.1 $ 28.5 $ — $ 28.6 |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates —The preparation of consolidated and combined financial statements, in conformity with GAAP, requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for uncollectible accounts receivable, inventory obsolescence, asset valuations and useful lives, employee benefits, taxes, restructuring and other provisions and contingencies. |
Foreign Operations | Foreign Operations —Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net earnings. Deferred taxes are not provided on cumulative foreign currency translation adjustments when the Company expects foreign earnings to be permanently reinvested. |
Fair Value Measurements | Fair Value Measurements— Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its pension plan assets on a recurring basis. See Note 11, , for the fair value of the Company’s pension plan assets as of December 31, 2016. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. See Note 3, Business Combinations, Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. |
Revenue Recognition | Revenue Recognition — The Company files highly-customized materials, such as regulatory S-filings and IPOs with the SEC on behalf of its customers, and performs XBRL and related services. Revenue is recognized for these services upon completion of the service performed or following final delivery of the related printed product. The Company also provides virtual data room services and other content management services, for which revenue is recognized as the service is performed. The Company recognizes revenue for the majority of its products upon the transfer of title and risk of ownership, which is generally upon shipment to the customer. Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale. The Company records deferred revenue in situations where amounts are invoiced but the revenue recognition criteria outlined above are not met. Such revenue is recognized when all criteria are subsequently met. Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs, and out-of-pocket expenses are recorded gross. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company and sold to customers. No revenue is recognized for customer-supplied paper, but revenues for Company-supplied paper are recognized on a gross basis. |
Cash and Cash Equivalents | Cash and cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term securities consist of investment grade instruments of governments, financial institutions and corporations. |
Receivables | Receivables— Receivables are stated net of allowances for doubtful accounts and primarily include trade receivables, notes receivable and miscellaneous receivables from suppliers. No single customer comprised more than 10% of the Company’s net sales in 2016, 2015 or 2014. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and the Company’s historical collection experience. See Note 6, for details of activity affecting the allowance for doubtful accounts receivable. |
Inventories | Inventories —Inventories include material, labor and factory overhead and are stated at the lower of cost or market and net of excess and obsolescence reserves for raw materials and finished goods. Provisions for excess and obsolete inventories are made at differing rates, utilizing historical data and current economic trends, based upon the age and type of the inventory. Specific excess and obsolescence provisions are also made when a review of specific balances indicates that the inventories will not be utilized in production or sold. Inventory is valued using the First-In, First-Out (FIFO) method. |
Long-Lived Assets | Long-Lived Assets —The Company assesses potential impairments to its long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are reviewed annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Estimated fair market value is generally measured by discounting estimated future cash flows. Long-lived assets, other than goodwill, are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. |
Property, Plant and Equipment | Property, plant and equipment —Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives range from 15 to 40 years for buildings, the lesser of 7 years or the lease term for leasehold improvements and from 3 to 15 years for machinery and equipment. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When properties are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. |
Goodwill | Goodwill —Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. The Company's goodwill balances were reallocated from RRD’s historical reporting units based on the relative fair values of the businesses. Goodwill is reviewed for impairment annually as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. For certain reporting units, the Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing this qualitative analysis, the Company considers various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the remaining reporting units, the Company compares each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value. If the carrying value exceeds the reporting unit’s fair value, the Company performs an additional fair value measurement calculation to determine the impairment loss, which is charged to operations in the period identified. The Company also performs an interim review for indicators of impairment at each quarter-end to assess whether an interim impairment review is required for any reporting unit. In the Company’s annual review at October 31, 2016, and its interim review for indicators of impairment as of December 31, 2016, management concluded that there were no indicators that the fair value of any of the reporting units with goodwill was more likely than not below its carrying value. |
Amortization | Amortization — Certain costs to acquire and develop internal-use computer software are capitalized and amortized over their estimated useful life using the straight-line method, up to a maximum of five years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $20.5 million, $17.2 million and $14.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Other intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. See Note 5, for further discussion of other intangible assets and the related amortization expense. |
Share-Based Compensation | Share-Based Compensation — In periods prior to the Separation, RRD maintained an incentive share-based compensation program for the benefit of its officers, directors, and certain employees, including certain Donnelley Financial employees. For those periods share-based compensation expense has been allocated to the Company based on the awards and terms previously granted to the Company’s employees as well as an allocation of compensation expense to RRD’s corporate and shared functional employees. Subsequent to the Separation, the Company recognizes share-based compensation expense based on estimated fair values for all share-based awards made to employees and directors, including restricted stock and restricted stock units. The Company recognizes compensation expense for restricted stock units expected to vest on a straight-line basis over the requisite service period of the award, based on the grant date fair value. The Company recognizes compensation expense for performance based restricted stock awards utlizing a graded vesting schedule. See Note 15, Share-Based Compensation, |
Pension and Other Postretirement Benefit Plans | Pension and Other Postretirement Benefit Plans — Prior to the Separation, RRD provided pension and other postretirement healthcare benefits to certain current and former employees of Donnelley Financial. RRD was responsible for the net benefit plan obligations associated with these plans, and as such, these liabilities are not reflected in Donnelley Financial’s consolidated and combined balance sheets. Donnelley Financial’s consolidated and combined statements of operations include expense allocations for these benefits. These allocations were funded through intercompany transactions with RRD which are reflected within net parent company investment in Donnelley Financial. Effective December 31, 2013, RRD merged its primary qualified defined benefit pension plan with a separate defined benefit pension plan sponsored by Donnelley Financial. As a result of this merger, Donnelley Financial became the plan sponsor and primary legal obligor of this combined plan. During 2015, the sponsorship of this combined plan was transferred to RRD, which became the primary legal obligor. Accordingly, the obligations of this combined plan are not reflected in the combined balance sheet of Donnelley Financial as of December 31, 2015. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $ 68.3 317.0 248.7 Donnelley Financial engages outside actuaries to assist in the determination of the obligations and costs under these plans. The annual income and expense amounts relating to the pension plan are based on calculations which include various actuarial assumptions including, mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effects of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. Refer to Note 11, Retirement Plans |
Taxes on Income | Taxes on Income - In the Company’s combined financial statements prior to Separation, income tax expense and deferred tax balances were calculated on a separate income tax return basis although the Company’s operations have historically been included in the tax returns filed by the respective RRD entities of which the Company’s business was a part. As a standalone entity, the Company will file tax returns on its own behalf and its deferred taxes and effective tax rate may differ from those in historical periods. Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company maintains an income taxes payable or receivable account in each jurisdiction and, with the exception of certain entities outside the U.S. that transferred to the Company at Separation, the Company is deemed to settle current tax balances with the RRD tax paying entities in the respective jurisdictions. For periods prior to the Separation, these settlements are reflected as changes in net parent company investment in the combined balance sheets. The Company is regularly audited by foreign and domestic tax authorities. These audits occasionally result in proposed assessments where the ultimate resolution might result in the Company owing additional taxes, including in some cases, penalties and interest. The Company recognizes a tax position in its financial statements when it is more likely than not ( i.e., Income Taxes, |
Restructuring, Impairment and32
Restructuring, Impairment and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring, Impairment and Other Charges Recognized in Results of Operations | 2016 Employee Terminations Other Restructuring Charges Total Restructuring Charges Other Charges Total U.S. $ 3.0 $ 1.5 $ 4.5 $ 0.2 $ 4.7 International 0.6 — 0.6 — 0.6 Corporate 0.1 — 0.1 — 0.1 Total $ 3.7 $ 1.5 $ 5.2 $ 0.2 $ 5.4 2015 Employee Terminations Other Restructuring Charges Total Restructuring Charges Other Charges Total U.S. $ 1.4 $ 1.9 $ 3.3 $ 0.2 $ 3.5 International 0.9 — 0.9 — 0.9 Total $ 2.3 $ 1.9 $ 4.2 $ 0.2 $ 4.4 2014 Employee Terminations Other Restructuring Charges Total Restructuring Charges Impairment Other Charges Total U.S. $ 0.1 $ 2.1 $ 2.2 $ — $ 0.3 $ 2.5 International 0.6 — 0.6 1.7 — 2.3 Total $ 0.7 $ 2.1 $ 2.8 $ 1.7 $ 0.3 $ 4.8 |
Fair Values, Valuation Techniques and Related Unobservable Inputs of Level Three | The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements for the year ended December 31, 2014. Fair Value Valuation Technique Unobservable Input Rate 2014 Customer relationships $ — Excess earnings Attrition rate 12.0% |
Schedule of Changes in the Restructuring Reserve | The restructuring reserve as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016, were as follows: December 31, 2015 Restructuring Charges Foreign Exchange and Other Cash Paid December 31, 2016 Employee terminations $ 0.9 $ 3.7 $ (0.1 ) $ (2.9 ) $ 1.6 Lease terminations and other 4.9 1.5 — (2.6 ) 3.8 Total $ 5.8 $ 5.2 $ (0.1 ) $ (5.5 ) $ 5.4 The restructuring reserve as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015, were as follows: December 31, 2014 Restructuring Charges Foreign Exchange and Other Cash Paid December 31, 2015 Employee terminations $ 0.1 $ 2.3 $ — $ (1.5 ) $ 0.9 Lease terminations and other 6.1 1.9 (0.2 ) (2.9 ) 4.9 Total $ 6.2 $ 4.2 $ (0.2 ) $ (4.4 ) $ 5.8 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill by Segment | The changes in the carrying amount of goodwill by segment for the years ended December 31, 2016 and 2015 were as follows: U.S. International Total Net book value as of January 1, 2015 $ 429.2 $ 19.6 $ 448.8 Foreign exchange and other adjustments — (2.0 ) (2.0 ) Net book value as of December 31, 2015 429.2 17.6 446.8 Foreign exchange and other adjustments — (0.4 ) (0.4 ) Net book value as of December 31, 2016 $ 429.2 $ 17.2 $ 446.4 |
Components of Other Intangible Assets | The components of other intangible assets at December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Amount Amortization Value Amount Amortization Value Customer relationships $ 138.8 $ (85.3 ) $ 53.5 $ 140.2 $ (71.8 ) $ 68.4 Trade names 6.3 (5.5 ) 0.8 6.3 (5.5 ) 0.8 Trademarks, licenses and agreements 3.2 (3.2 ) — 6.2 (6.1 ) 0.1 Total other intangible assets $ 148.3 $ (94.0 ) $ 54.3 $ 152.7 $ (83.4 ) $ 69.3 |
Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets | The following table outlines the estimated annual amortization expense related to other intangible assets as of December 31, 2016: For the year ending December 31, Amount 2017 $ 14.2 2018 13.7 2019 13.7 2020 12.3 2021 0.1 2022 and thereafter 0.3 Total $ 54.3 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Transactions Affecting Allowance for Doubtful Accounts | Transactions affecting the allowances for doubtful accounts receivable during the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance, beginning of year $ 4.6 $ 3.9 $ 4.9 Provisions charged to expense 3.1 0.5 1.4 Write-offs and other (1.3 ) 0.2 (2.4 ) Balance, end of year $ 6.4 $ 4.6 $ 3.9 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at December 31, 2016 and 2015 were as follows: 2016 2015 Raw materials and manufacturing supplies $ 7.6 $ 8.0 Work in process 10.8 9.6 Finished goods 5.7 4.6 Total $ 24.1 $ 22.2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Company's Property, Plant and Equipment | The components of the Company’s property, plant and equipment at December 31, 2016 and 2015 were as follows: 2016 2015 Land $ 10.0 $ 10.0 Buildings 44.4 44.7 Machinery and equipment 109.2 121.4 163.6 176.1 Less: Accumulated depreciation (128.1 ) (143.1 ) Total $ 35.5 $ 33.0 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities Current [Abstract] | |
Components of Accrued Liabilities | The components of the Company’s accrued liabilities at December 31, 2016 and 2015 were as follows: 2016 2015 Employee-related liabilities $ 54.0 $ 40.6 Customer-related liabilities 19.3 19.0 Accrued interest payable 6.2 — Restructuring liabilities 3.7 3.6 Accrued fixed assets — 4.1 Other 17.5 8.1 Total accrued liabilities $ 100.7 $ 75.4 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under Operating Lease | Future minimum rental commitments under operating leases are as follows: Year Ended December 31 Amount 2017 $ 28.8 2018 19.9 2019 14.9 2020 10.9 2021 9.6 2022 and thereafter 33.4 $ 117.5 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Estimated Net Pension Plan (Income) Expense | The components of the estimated net pension plan (income) expense for Donnelley Financial’s pension plans for the years ended December 31, 2016, 2015 and 2014 were as follows: Pension Benefits 2016 2015 2014 Service cost $ — $ — $ 0.1 Interest cost 2.4 147.3 161.7 Expected return on plan assets (4.1 ) (210.7 ) (224.5 ) Amortization of actuarial loss 0.7 36.4 29.1 Settlements — — 95.7 Net periodic benefit (income) expense $ (1.0 ) $ (27.0 ) $ 62.1 Income allocated to RRD affiliates — 25.2 31.0 Net periodic benefit (income) expense, net of allocation $ (1.0 ) $ (1.8 ) $ 93.1 Weighted average assumption used to calculate net periodic benefit expense: Discount rate 3.7 % 4.2 % 5.0 % Expected return on plan assets 7.3 % 7.5 % 7.8 % |
Reconciliation of Funded Status | Reconciliation of funded status Pension Benefits Other Postretirement Benefits 2016 2015 2016 Benefit obligation at beginning of year $ 3.2 $ 3,631.1 $ — Interest cost 2.4 147.3 — Actuarial gain (24.7 ) (254.0 ) (0.3 ) Plan transfer 317.0 (3,363.2 ) 1.5 Benefits paid (4.6 ) (158.0 ) — Benefit obligation at end of year $ 293.3 $ 3.2 $ 1.2 Fair value of plan assets at beginning of year $ — $ 3,219.9 $ — Actual return on assets (9.6 ) (33.8 ) — Employer contributions 1.3 — — Plan transfer 248.7 (3,028.1 ) — Benefits paid (4.6 ) (158.0 ) — Fair value of plan assets at end of year $ 235.8 $ — $ — Funded status at end of year $ (57.5 ) $ (3.2 ) $ (1.2 ) |
Amount Recognized on Consolidated and Combined Balance Sheets | Pension Benefits Other Postretirement Benefits 2016 2015 2016 Prepaid pension cost (included in other noncurrent assets) $ — $ 0.1 $ — Accrued benefit cost (included in accrued liabilities) (2.2 ) (3.3 ) (0.1 ) Pension and other postretirement benefits plan liabilities (55.3 ) — (1.1 ) Net liabilities recognized in the Consolidated and Combined Balance Sheets $ (57.5 ) $ (3.2 ) $ (1.2 ) |
Amounts in Accumulated Other Comprehensive Loss | The amounts included in accumulated other comprehensive loss in the Consolidated and Combined Balance Sheets excluding tax effects, that have not been recognized as components of net periodic cost at December 31, 2016 and 2015 were as follows: Pension Benefits Other Postretirement Benefits 2016 2015 2016 Accumulated other comprehensive (loss) income Net actuarial (loss) gain $ (87.0 ) $ 0.1 $ 0.2 Total $ (87.0 ) $ 0.1 $ 0.2 |
Amounts Recognized in Other Comprehensive Income (Loss) | The pre-tax amounts recognized in other comprehensive income (loss) in 2016 as components of net periodic costs were as follows: Pension Benefits Other Postretirement Benefits Amortization of: Net actuarial loss $ 0.7 $ — Amounts arising during the period: Net actuarial gain 10.9 0.3 Total $ 11.6 $ 0.3 |
Schedule of Accumulated Other Comprehensive Loss Expected to Recognized as Components of Net Periodic Benefit Costs | The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit costs in 2017 are shown below: Pension Benefits Amortization of: Net actuarial loss $ 2.1 Total $ 2.1 |
Weighted Average Assumptions Used to Determine Benefit Obligation | The weighted average assumptions used to determine the benefit obligation at the measurement date were as follows: Pension Benefits Other Postretirement Benefits 2016 2015 2016 Discount rate 4.2 % 0.7 % 3.6 % |
Summary of Projected Benefit Obligations in Excess of Plan Assets | The following table provides a summary of under-funded or unfunded pension benefit plans with projected benefit obligations in excess of plan assets as of December 31, 2016 and 2015: Pension Benefits 2016 2015 Projected benefit obligation $ 293.3 $ 3.2 Fair value of plan assets 235.8 — |
Accumulated Benefit Obligations in Excess of Plan Assets | The following table provides a summary of pension plans with accumulated benefit obligations in excess of plan assets as of December 31, 2016 and 2015: Pension Benefits 2016 2015 Accumulated benefit obligation $ 293.3 $ 3.2 Fair value of plan assets 235.8 — |
Expected Benefit Payments | Benefit payments are expected to be paid as follows: Pension Benefits Other Postretirement Benefits 2017 $ 16.8 $ 0.1 2018 16.9 0.1 2019 16.7 0.1 2020 17.5 0.1 2021 18.1 0.1 2022-2026 91.5 0.4 |
Allocation of Plan Assets | The fair values of the Company’s pension plan assets at December 31, 2016, by asset category were as follows: December 31, 2016 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 6.4 $ 4.1 $ 2.3 Equity 67.6 67.6 — Fixed income 93.9 — 93.9 Equity funds measured at NAV 67.9 — — Total $ 235.8 $ 71.7 $ 96.2 |
Changes in Fair Value of Level 3 Assets | The Company did not have any Level 3 assets during the year ended December 31, 2016. The following table provides a summary of changes in the fair value of the Company’s Level 3 assets during the year ended December 31, 2015: Private Equity Balance at January 1, 2015 $ 47.3 Unrealized gains-net 11.9 Purchases, sales and settlements (14.1 ) Plan transfer (45.1 ) Balance at December 31, 2015 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Earnings from Operations Before Income Taxes | Income taxes have been based on the following components of earnings from operations before income taxes for the years ended December 31, 2016, 2015 and 2014: 2016 2015 2014 U.S. $ 84.9 $ 156.1 $ 74.9 Foreign 9.4 15.6 17.5 Total $ 94.3 $ 171.7 $ 92.4 |
Components of Income Tax Expense (Benefit) from Operations | The components of income tax expense (benefit) from operations for the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Current: U.S. Federal $ 28.6 $ 41.3 $ 34.2 U.S. State and Local 9.0 12.1 10.5 Foreign 3.5 3.8 3.2 Current income tax expense 41.1 57.2 47.9 Deferred: U.S. Federal (3.1 ) 8.1 (10.6 ) U.S. State and Local (0.4 ) 2.2 (3.0 ) Foreign (2.4 ) (0.1 ) 0.7 Deferred income tax expense (benefit) (5.9 ) 10.2 (12.9 ) Total $ 35.2 $ 67.4 $ 35.0 |
Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate | The following table outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s effective income tax rate: 2016 2015 2014 Federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of U.S. federal income tax benefit 5.9 5.4 5.5 Adjustment of uncertain tax positions and interest 0.6 0.1 (0.1 ) Domestic manufacturing deduction (1.3 ) (0.9 ) (1.3 ) Foreign tax rate differential (0.7 ) (1.0 ) (3.0 ) Change in valuation allowances (1.9 ) — 0.1 Other (0.3 ) 0.7 1.7 Effective income tax rate 37.3 % 39.3 % 37.9 % |
Significant Deferred Tax Assets and Liabilities | The significant deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows: 2016 2015 Deferred tax assets: Pension and other postretirement benefit plans liabilities $ 24.1 $ 2.3 Accrued liabilities 18.5 18.1 Net operating losses and other tax carryforwards 14.4 19.4 Allowance for doubtful accounts 3.3 3.3 Share-based compensation 2.2 — Other 2.4 1.7 Total deferred tax assets 64.9 44.8 Valuation allowances (1.2 ) (4.9 ) Total deferred tax assets $ 63.7 $ 39.9 Deferred tax liabilities: Other intangible assets $ (21.0 ) $ (23.2 ) Accelerated depreciation (3.1 ) (5.1 ) Other (2.6 ) (2.0 ) Total deferred tax liabilities (26.7 ) (30.3 ) Net deferred tax assets $ 37.0 $ 9.6 |
Transactions Affecting Valuation Allowance On Deferred Tax Assets | Transactions affecting the valuation allowances on deferred tax assets during the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance, beginning of year $ 4.9 $ 5.3 $ 5.6 Current year expense (benefit)-net (1.5 ) — 0.1 Write-offs (2.3 ) — — Foreign exchange and other 0.1 (0.4 ) (0.4 ) Balance, end of year $ 1.2 $ 4.9 $ 5.3 |
Unrecognized Tax Benefits | Changes in the Company’s unrecognized tax benefits at December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Balance at beginning of year $ 1.0 $ 0.7 $ 1.3 Additions for tax positions of the current year — 0.3 — Additions for tax positions of prior years 0.9 — — Settlements during the year — — (0.5 ) Lapses of applicable statutes of limitations — — (0.1 ) Balance at end of year $ 1.9 $ 1.0 $ 0.7 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of the Company's Debt | The Company’s debt as of December 31, 2016 and 2015 consisted of the following: 2016 2015 Term Loan Credit Facility $ 298.3 $ — 8.25% senior notes due October 15, 2024 300.0 — Other — 8.8 Unamortized debt issuance costs (11.3 ) — Total debt 587.0 8.8 Less: current portion — (8.8 ) Long-term debt $ 587.0 $ — |
Schedule of Future Maturities of Debt | At December 31, 2016, the future maturities of debt were as follows: Amount 2017 $ — 2018 — 2019 6.9 2020 17.5 2021 17.5 2022 and thereafter 558.1 Total (a) $ 600.0 (a) Excludes unamortized debt issuance costs of $11.3 million and a discount of $1.7 million which do not represent contractual commitments with a fixed amount or maturity date. |
Summary of Interest Expense | The following table summarizes interest expense included in the Consolidated and Combined Statements of Operations: 2016 2015 2014 Interest incurred $ 12.2 $ 1.1 $ 1.5 Less: interest capitalized as property, plant and equipment (0.5 ) — — Interest expense, net $ 11.7 $ 1.1 $ 1.5 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Common Share and the Average Number of Common Shares Outstanding | Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Donnelley Financial shares outstanding immediately following this transaction. For periods prior to the Separation, basic and diluted earnings per share were calculated using the number of shares distributed and retained by RRD, totaling 32.4 million. The same number of shares was used to calculate basic and diluted earnings per share since there were no Donnelley Financial equity awards outstanding prior to the spin-off. 2016 2015 2014 Net earnings per share: Basic $ 1.81 $ 3.22 $ 1.77 Diluted $ 1.80 $ 3.22 $ 1.77 Numerator: Net earnings $ 59.1 $ 104.3 $ 57.4 Denominator: Weighted average number of common shares outstanding 32.6 32.4 32.4 Dilutive awards 0.2 — — Diluted weighted average number of common shares outstanding 32.8 32.4 32.4 Weighted average number of anti-dilutive share-based awards: Restricted stock units 0.2 — — Stock options 0.2 — — Total 0.4 — — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation [Abstract] | |
Summary of Stock Options Activity | The following table summarizes activity for Donnelley Financial stock options held by employees of Donnelley Financial, RRD and LSC for the period following the Separation: Weighted Average Weighted Remaining Aggregate Shares Under Average Contractual Intrinsic Option Exercise Term Value (thousands) Price (years) (millions) Outstanding at October 1, 2016 3 $ 22.30 5.4 $ - Vested options converted on October 1, 2016 in connection with the Separation 296 21.47 3.7 1.4 Outstanding at December 31, 2016 299 21.48 3.5 1.4 Exercisable at December 31, 2016 207 $ 16.35 3.5 $ 1.4 |
Summary of Restricted Stock Units | The following table summarizes activity for Donnelley Financial RSUs held by employees of Donnelley Financial, RRD and LSC, and members of the Board of Directors for the period following the Separation: Weighted Shares Average Grant (Thousands) Date Fair Value (1) Nonvested at October 1, 2016 11 $ 26.66 Awarded 77 24.75 Vested (20 ) 25.74 Nonvested RSUs converted on October 1, 2016 in connection with the Separation 368 27.22 Nonvested at December 31, 2016 436 $ 25.28 (1) |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Components of Other Comprehensive Income and Income Tax Expense Allocated to Each Component | The components of other comprehensive income and income tax expense allocated to each component for the years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Amount Expense Amount Amount Expense Amount Amount Expense Amount Translation adjustments $ (0.1 ) $ — $ (0.1 ) $ (7.5 ) $ — $ (7.5 ) $ (2.9 ) $ — $ (2.9 ) Adjustment for net periodic pension plan and other postretirement benefits plan cost 11.9 4.8 7.1 45.9 18.4 27.5 (284.5 ) (114.6 ) (169.9 ) Other comprehensive income (loss) $ 11.8 $ 4.8 $ 7.0 $ 38.4 $ 18.4 $ 20.0 $ (287.4 ) $ (114.6 ) $ (172.8 ) |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component for the years ended December 31, 2016, 2015 and 2014: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at January 1, 2014 $ (495.3 ) $ (5.6 ) $ (500.9 ) Other comprehensive loss before reclassifications (244.5 ) (2.9 ) (247.4 ) Amounts reclassified from accumulated other comprehensive loss 74.6 — 74.6 Net change in accumulated other comprehensive loss (169.9 ) (2.9 ) (172.8 ) Balance at December 31, 2014 $ (665.2 ) $ (8.5 ) $ (673.7 ) Other comprehensive income (loss) before reclassifications 5.7 (7.5 ) (1.8 ) Amounts reclassified from accumulated other comprehensive loss 21.8 — 21.8 Transfer of pension plan to parent company, net 637.7 — 637.7 Net change in accumulated other comprehensive loss 665.2 (7.5 ) 657.7 Balance at December 31, 2015 $ — $ (16.0 ) $ (16.0 ) Other comprehensive income before reclassifications 6.7 (0.1 ) 6.6 Amounts reclassified from accumulated other comprehensive loss 0.4 — 0.4 Transfer of pension plan from parent company, net (59.3 ) — (59.3 ) Net change in accumulated other comprehensive loss (52.2 ) (0.1 ) (52.3 ) Balance at December 31, 2016 $ (52.2 ) $ (16.1 ) $ (68.3 ) |
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost | Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2016, 2015 and 2014 were as follows: Classification in the Consolidated and Combined 2016 2015 2014 Statements of Operations Amortization of pension and other postretirement benefits plan cost: Net actuarial income $ 0.7 $ 36.4 $ 29.1 (a) Settlements — — 95.7 (a) Reclassifications before tax 0.7 36.4 124.8 Income tax expense 0.3 14.6 50.2 Reclassifications, net of tax $ 0.4 $ 21.8 $ 74.6 (a) These accumulated other comprehensive (loss) income components are included in the calculation of net periodic pension and other postretirement benefits plan (income) expense, a component of which was allocated to Donnelley Financial in periods prior to the Separation, and recognized in cost of sales and selling, general and administrative expenses in the consolidated and combined statements of operations (see Note 11, Retirement Plans |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision-maker and is most consistent with the presentation of profitability reported within the consolidated and combined financial statements. Income Depreciation Total Intersegment Net from Assets of and Capital Sales Sales Sales Operations Operations Amortization Expenditures Year ended December 31, 2016 U.S. $ 852.6 $ (7.4 ) $ 845.2 $ 118.4 $ 672.2 $ 34.5 $ 20.5 International 142.9 (4.6 ) 138.3 9.6 93.7 4.6 2.6 Total operating segments 995.5 (12.0 ) 983.5 128.0 765.9 39.1 23.1 Corporate — — — (22.0 ) 213.0 4.2 3.1 Total operations $ 995.5 $ (12.0 ) $ 983.5 $ 106.0 $ 978.9 $ 43.3 $ 26.2 Income Depreciation Total Intersegment Net from Assets of and Capital Sales Sales Sales Operations Operations Amortization Expenditures Year ended December 31, 2015 U.S. $ 912.0 $ (11.2 ) $ 900.8 $ 160.3 $ 664.0 $ 37.0 $ 25.9 International 151.1 (2.4 ) 148.7 15.3 86.8 4.4 1.2 Total operating segments 1,063.1 (13.6 ) 1,049.5 175.6 750.8 41.4 27.1 Corporate — — — (2.9 ) 66.8 0.3 — Total operations $ 1,063.1 $ (13.6 ) $ 1,049.5 $ 172.7 $ 817.6 $ 41.7 $ 27.1 Income Depreciation Total Intersegment Net from and Capital Sales Sales Sales Operations Amortization Expenditures Year ended December 31, 2014 U.S. $ 926.0 $ (9.7 ) $ 916.3 $ 175.7 $ 35.4 $ 20.3 International 166.9 (3.1 ) 163.8 17.2 4.6 1.5 Total operating segments 1,092.9 (12.8 ) 1,080.1 192.9 40.0 21.8 Corporate — — — (102.1 ) 0.7 7.0 Total operations $ 1,092.9 $ (12.8 ) $ 1,080.1 $ 90.8 $ 40.7 $ 28.8 |
Schedule of Corporate Assets | Corporate assets primarily consisted of the following items at December 31, 2016 and 2015: 2016 2015 Receivable from RR Donnelley $ 76.0 $ — Software, net 41.0 42.4 Deferred income tax assets, net of valuation allowances 34.2 10.4 Cash and cash equivalents 25.5 — |
Geographic Area and Products 46
Geographic Area and Products and Services Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Long-lived Assets by Geographic Region | The table below presents net sales and long-lived assets by geographic region for the years ended December 31, 2016, 2015 and 2014. U.S. Europe Asia Canada Other Consolidated 2016 Net sales $ 845.2 $ 62.4 $ 39.2 $ 32.1 $ 4.6 $ 983.5 Long-lived assets (a) 107.4 3.1 0.6 0.5 — 111.6 2015 Net sales $ 900.8 $ 70.0 $ 49.3 $ 23.7 $ 5.7 $ 1,049.5 Long-lived assets (a) 96.0 2.7 0.6 0.8 — 100.1 2014 Net sales $ 916.3 $ 73.6 $ 53.7 $ 29.9 $ 6.6 $ 1,080.1 Long-lived assets (a) 82.7 2.3 0.9 1.2 0.1 87.2 (a) Includes net property, plant and equipment, net software and other noncurrent assets. |
Summary of Net Sales for Services and Products | The following table summarizes net sales for services and products for the years ended December 31, 2016, 2015 and 2014. 2016 Net Sales 2015 Net Sales 2014 Net Sales Capital Markets $ 387.6 $ 431.0 $ 442.3 Investment Markets 143.2 139.1 140.7 Language Solutions and other 67.8 58.5 55.2 Total services 598.6 628.6 638.2 Investment Markets $ 199.1 $ 204.0 $ 211.2 Capital Markets 168.5 193.9 203.7 Language Solutions and other 17.3 23.0 27.0 Total products 384.9 420.9 441.9 Total net sales $ 983.5 $ 1,049.5 $ 1,080.1 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Amount in Consolidated and Combined Balance Sheet Due or From Related Parties | The following is a summary of the amounts in the consolidated and combined balance sheet due to or from RRD and LSC as of December 31, 2016: December 31, 2016 Receivable from RRD $ 96.0 Receivable from LSC 0.8 Due from related parties 96.8 Payable to RRD $ 27.1 Payable to LSC 2.5 Due to related parties 29.6 |
Schedule of Allocation of Expenses Reflected in Consolidated and Combined Financial Statements | These allocations were reflected as follows in the consolidated and combined financial statements: 2016 2015 2014 Costs of goods sold allocation $ 28.0 $ 38.5 $ 41.0 Selling, general and administrative allocation 129.4 168.3 158.6 Depreciation and amortization 15.2 21.4 18.4 Total allocations from RRD $ 172.6 $ 228.2 $ 218.0 |
Guarantor Financial Informati48
Guarantor Financial Information - (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor Financial Information Condensed Consolidating Statements Of Operations | Condensed Consolidating Statements of Operations Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 502.2 $ 104.1 $ (7.7 ) $ 598.6 Products net sales — 350.4 38.8 (4.3 ) 384.9 Total net sales — 852.6 142.9 (12.0 ) 983.5 Services cost of sales (exclusive of depreciation and amortization) — 236.0 68.2 (7.1 ) 297.1 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 35.6 2.2 — 37.8 Products cost of sales (exclusive of depreciation and amortization) — 207.0 24.1 (4.9 ) 226.2 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 57.3 0.6 — 57.9 Total cost of sales — 535.9 95.1 (12.0 ) 619.0 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 176.8 33.0 — 209.8 Restructuring, impairment and other charges-net — 4.8 0.6 — 5.4 Depreciation and amortization — 38.6 4.7 — 43.3 Income from operations — 96.5 9.5 — 106.0 Interest expense-net 11.7 — — — 11.7 Earnings (loss) before income taxes and equity in net income of subsidiaries (11.7 ) 96.5 9.5 — 94.3 Income tax (benefit) expense (4.3 ) 38.5 1.0 — 35.2 Earnings (loss) before equity in net income of subsidiaries (7.4 ) 58.0 8.5 — 59.1 Equity in net income of subsidiaries 66.5 8.5 — (75.0 ) — Net earnings (loss) $ 59.1 $ 66.5 $ 8.5 $ (75.0 ) $ 59.1 Comprehensive income (loss) $ 66.1 $ 73.5 $ 8.6 $ (82.1 ) $ 66.1 Condensed Consolidating Statements of Operations Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 530.2 $ 106.6 $ (8.2 ) $ 628.6 Products net sales — 381.8 44.5 (5.4 ) 420.9 Total net sales — 912.0 151.1 (13.6 ) 1,049.5 Services cost of sales (exclusive of depreciation and amortization) — 230.7 68.4 (7.2 ) 291.9 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 38.1 2.3 — 40.4 Products cost of sales (exclusive of depreciation and amortization) — 208.8 28.5 (6.4 ) 230.9 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 68.2 0.1 — 68.3 Total cost of sales — 545.8 99.3 (13.6 ) 631.5 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 168.1 31.1 — 199.2 Restructuring, impairment and other charges-net — 3.5 0.9 — 4.4 Depreciation and amortization — 37.3 4.4 — 41.7 Income from operations — 157.3 15.4 0.0 172.7 Interest expense-net — 1.1 — — 1.1 Investment and other income-net — — (0.1 ) — (0.1 ) Earnings before income taxes and equity in net income of subsidiaries — 156.2 15.5 0.0 171.7 Income tax expense — 63.8 3.6 — 67.4 Earnings before equity in net income of subsidiaries — 92.4 11.9 0.0 104.3 Equity in net income of subsidiaries 104.3 11.9 — (116.2 ) — Net earnings (loss) $ 104.3 $ 104.3 $ 11.9 $ (116.2 ) $ 104.3 Comprehensive income (loss) $ 124.3 $ 124.3 $ 4.4 $ (128.7 ) $ 124.3 Condensed Consolidating Statements of Operations Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Services net sales $ — $ 529.7 $ 116.2 $ (7.7 ) $ 638.2 Products net sales — 396.3 50.7 (5.1 ) 441.9 Total net sales — 926.0 166.9 (12.8 ) 1,080.1 Services cost of sales (exclusive of depreciation and amortization) — 237.3 70.8 (6.9 ) 301.2 Services cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 36.9 2.4 — 39.3 Products cost of sales (exclusive of depreciation and amortization) — 208.8 33.4 (5.9 ) 236.3 Products cost of sales with RR Donnelley affiliates (exclusive of depreciation and amortization) — 76.3 0.2 — 76.5 Total cost of sales — 559.3 106.8 (12.8 ) 653.3 Selling, general and administrative expenses (exclusive of depreciation and amortization) — 254.7 35.8 — 290.5 Restructuring, impairment and other charges-net — 2.5 2.3 — 4.8 Depreciation and amortization — 36.1 4.6 — 40.7 Income from operations — 73.4 17.4 — 90.8 Interest expense-net — 1.5 — — 1.5 Investment and other income-net — (3.0 ) (0.1 ) — (3.1 ) Earnings before income taxes and equity in net income of subsidiaries — 74.9 17.5 — 92.4 Income tax expense — 31.1 3.9 — 35.0 Earnings before equity in net income of subsidiaries — 43.8 13.6 — 57.4 Equity in net income of subsidiaries 57.4 13.6 — (71.0 ) — Net earnings (loss) $ 57.4 $ 57.4 $ 13.6 $ (71.0 ) $ 57.4 Comprehensive (loss) income $ (115.4 ) $ (115.4 ) $ 10.7 $ 104.7 $ (115.4 ) |
Guarantor Financial Information Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheets December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 21.8 $ 16.8 $ (2.4 ) $ 36.2 Receivables, less allowances — 119.9 36.3 — 156.2 Receivable from RR Donnelley 68.0 28.0 — — 96.0 Intercompany receivables — 63.0 — (63.0 ) — Intercompany short-term note receivable — — 15.3 (15.3 ) — Inventories — 22.7 1.4 — 24.1 Prepaid expenses and other current assets 4.3 8.1 4.7 — 17.1 Total current assets 72.3 263.5 74.5 (80.7 ) 329.6 Property, plant and equipment-net — 32.4 3.1 — 35.5 Goodwill — 429.2 17.2 — 446.4 Other intangible assets-net — 44.0 10.3 — 54.3 Software-net — 41.0 0.6 — 41.6 Deferred income taxes — 34.2 2.8 — 37.0 Other noncurrent assets 4.4 27.7 2.4 — 34.5 Investments in consolidated subsidiaries 692.2 65.1 — (757.3 ) — Total assets $ 768.9 $ 937.1 $ 110.9 $ (838.0 ) $ 978.9 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 3.4 $ 72.8 $ 11.5 $ (2.4 ) $ 85.3 Intercompany payable 43.9 — 18.6 (62.5 ) — Intercompany short-term note payable 15.3 — — (15.3 ) — Accrued liabilities 8.2 81.4 11.6 (0.5 ) 100.7 Total current liabilities 70.8 154.2 41.7 (80.7 ) 186.0 Long-term debt 587.0 — — — 587.0 Deferred compensation liabilities — 24.4 — — 24.4 Pension and other postretirement benefits plan liabilities — 55.3 1.1 — 56.4 Other noncurrent liabilities — 11.0 3.0 — 14.0 Total liabilities 657.8 244.9 45.8 (80.7 ) 867.8 Total equity 111.1 692.2 65.1 (757.3 ) 111.1 Total liabilities and equity $ 768.9 $ 937.1 $ 110.9 $ (838.0 ) $ 978.9 Condensed Consolidating Balance Sheets December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 0.1 $ 15.0 $ — $ 15.1 Receivables, less allowances — 115.0 31.2 — 146.2 Intercompany receivables — 7.4 — (7.4 ) — Inventories — 21.4 0.8 — 22.2 Prepaid expenses and other current assets — 3.0 4.3 — 7.3 Total current assets — 146.9 51.3 (7.4 ) 190.8 Property, plant and equipment-net — 31.0 2.0 — 33.0 Goodwill — 429.2 17.6 — 446.8 Other intangible assets-net — 55.8 13.5 — 69.3 Software-net — 42.3 1.1 — 43.4 Deferred income taxes — 10.4 0.2 — 10.6 Other noncurrent assets — 20.6 3.1 — 23.7 Investments in consolidated subsidiaries 623.5 50.2 — (673.7 ) — Total assets $ 623.5 $ 786.4 $ 88.8 $ (681.1 ) $ 817.6 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ — $ 31.7 $ 7.8 $ — $ 39.5 Intercompany payable — — 7.4 (7.4 ) — Accrued liabilities — 62.8 12.6 — 75.4 Short-term debt — — 8.8 — 8.8 Total current liabilities — 94.5 36.6 (7.4 ) 123.7 Note payable with an RRD affiliate — 29.2 — — 29.2 Deferred compensation liabilities — 28.5 — — 28.5 Other noncurrent liabilities — 10.7 2.0 — 12.7 Total liabilities — 162.9 38.6 (7.4 ) 194.1 Total equity 623.5 623.5 50.2 (673.7 ) 623.5 Total liabilities and equity $ 623.5 $ 786.4 $ 88.8 $ (681.1 ) $ 817.6 |
Guarantor Financial Information Condensed Consolidating Statements Of Cash Flows | Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (1.2 ) $ 103.2 $ 6.4 $ (2.4 ) $ 106.0 INVESTING ACTIVITIES Capital expenditures — (23.6 ) (2.6 ) — (26.2 ) Purchases of investments — (3.5 ) — — (3.5 ) Other investing activities — — 0.4 — 0.4 Net cash used in investing activities — (27.1 ) (2.2 ) — (29.3 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 348.2 — — — 348.2 Payments on long-term debt (50.0 ) — — — (50.0 ) Net change in short-term debt — — (8.8 ) — (8.8 ) Debt issuance costs (9.3 ) — — — (9.3 ) Net transfers to Parent and affiliates (287.7 ) (54.4 ) 2.0 — (340.1 ) Net cash provided by (used in) financing activities 1.2 (54.4 ) (6.8 ) — (60.0 ) Effect of exchange rate on cash and cash equivalents — — 4.4 — 4.4 Net increase (decrease) in cash and cash equivalents — 21.7 1.8 (2.4 ) 21.1 Cash and cash equivalents at beginning of year — 0.1 15.0 — 15.1 Cash and cash equivalents at end of period $ — $ 21.8 $ 16.8 $ (2.4 ) $ 36.2 Supplemental non-cash disclosure: Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs $ 300.0 $ — $ — $ — $ 300.0 Settlement of intercompany note payable — 29.6 — — 29.6 Accrued debt issuance costs 1.5 — — — 1.5 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash provided by operating activities $ — $ 106.7 $ 14.2 $ — $ 120.9 INVESTING ACTIVITIES Capital expenditures — (25.9 ) (1.2 ) — (27.1 ) Purchases of investments — (10.0 ) — — (10.0 ) Net cash used in investing activities — (35.9 ) (1.2 ) — (37.1 ) FINANCING ACTIVITIES Net change in short-term debt — — (24.0 ) — (24.0 ) Payments on note payable with an RRD affiliate — (14.6 ) (0.2 ) — (14.8 ) Net transfers to Parent and affiliates — (56.2 ) 0.2 — (56.0 ) Net cash used in financing activities — (70.8 ) (24.0 ) — (94.8 ) Effect of exchange rate on cash and cash equivalents — — (2.5 ) — (2.5 ) Net decrease in cash and cash equivalents — — (13.5 ) — (13.5 ) Cash and cash equivalents at beginning of year — 0.1 28.5 — 28.6 Cash and cash equivalents at end of period $ — $ 0.1 $ 15.0 $ — $ 15.1 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net cash provided by operating activities $ — $ 108.0 $ 17.3 $ — $ 125.3 INVESTING ACTIVITIES Capital expenditures — (27.3 ) (1.5 ) — (28.8 ) Acquisition of business, net of cash acquired — — (6.0 ) — (6.0 ) Proceeds from sales of other assets — 5.3 — — 5.3 Net cash used in investing activities — (22.0 ) (7.5 ) — (29.5 ) FINANCING ACTIVITIES Net change in short-term debt — — (12.8 ) — (12.8 ) Payments on note payable with an RRD affiliate — (14.7 ) — — (14.7 ) Net transfers to Parent and affiliates — (71.9 ) 9.0 — (62.9 ) Net cash used in financing activities — (86.6 ) (3.8 ) — (90.4 ) Effect of exchange rate on cash and cash equivalents — — 2.0 — 2.0 Net (decrease) increase in cash and cash equivalents — (0.6 ) 8.0 — 7.4 Cash and cash equivalents at beginning of year — 0.7 20.5 — 21.2 Cash and cash equivalents at end of period $ — $ 0.1 $ 28.5 $ — $ 28.6 |
Overview and Basis of Present49
Overview and Basis of Presentation - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Oct. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Distribution of common shares during spinoff | 26.2 | |||
Percentage of distribution of common shares during spinoff | 80.75% | |||
Description of distribution of common shares during spinoff | Holders of RRD common stock received one share of Donnelley Financial common stock for every eight shares of RRD common stock held on September 23, 2016. | |||
Net Sales | $ 983.5 | $ 1,049.5 | $ 1,080.1 | |
Transition Services Agreements | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Intercompany agreements, description | In connection with the Separation, the Company entered into transition services agreements separately with RRD and LSC, under which, in exchange for the fees specified in the arrangements, RRD and LSC agree to provide certain services to the Company and the Company agrees to provide certain services to RRD, respectively, for up to 24 months following the Separation. These services include, but are not limited to, information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. These agreements facilitate the separation by allowing the Company to operate independently prior to establishing stand-alone back office systems across its organization. | |||
Term of agreement | 24 months | |||
Commercial and Other Arrangements | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Intercompany agreements, description | The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition, premedia and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients. | |||
Term of agreement | 24 months | |||
R.R. Donnelley & Sons Company | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Distribution of common shares during spinoff | 26.2 | |||
Number of common stock retained | 6.2 | |||
Ownership percentage | 19.25% | |||
Net pension plan liabilities | $ 68.3 | |||
Total benefit plan liability | 317 | |||
Plan assets, fair market value | 248.7 | |||
Net other postretirement benefit liability | $ 1.5 | |||
Net Sales | $ 19.4 | 7.8 | 8 | |
RRD Affiliates | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Cost of sales to RRD and affiliates | $ 95.7 | $ 108.7 | $ 115.8 |
Significant Accounting Polici50
Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($)Customer | Oct. 01, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of single customers comprising more than 10% of consolidated net sales | Customer | 0 | 0 | 0 | |
Percentage of net sales per customer, maximum | 10.00% | 10.00% | 10.00% | |
Annual goodwill impairment testing date | --10-31 | |||
R.R. Donnelley & Sons Company | ||||
Significant Accounting Policies [Line Items] | ||||
Net pension plan liabilities | $ 68.3 | |||
Total benefit plan liability | 317 | |||
Plan assets, fair market value | 248.7 | |||
Net other postretirement benefit liability | $ 1.5 | |||
Computer Software, Intangible Asset | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization expense related to internally-developed software | $ 20.5 | $ 17.2 | $ 14.6 | |
Maximum | Computer Software, Intangible Asset | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life of computer software | 5 years | |||
Buildings | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 15 years | |||
Buildings | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 40 years | |||
Machinery and Equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 3 years | |||
Machinery and Equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 15 years | |||
Leasehold Improvements | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 7 years |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 10, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 446.4 | $ 446.8 | $ 448.8 | |
International | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 17.2 | $ 17.6 | $ 19.6 | |
MultiCorpora R&D Inc. and MultiCorpora International Inc | International | ||||
Business Acquisition [Line Items] | ||||
Fair value of the identifiable net assets acquired | $ 6 | |||
Intangible assets recorded value | 0.9 | |||
Acquired software | 1.1 | |||
Goodwill | $ 3.5 |
Restructuring, Impairment and52
Restructuring, Impairment and Other Charges - Schedule of Restructuring, Impairment and Other Charges Recognized in Results of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost And Reserve [Line Items] | |||
Employee Terminations | $ 3.7 | $ 2.3 | $ 0.7 |
Other Restructuring Charges | 1.5 | 1.9 | 2.1 |
Total Restructuring Charges | 5.2 | 4.2 | 2.8 |
Impairment | 0 | 0 | 1.7 |
Other Charges | 0.2 | 0.2 | 0.3 |
Total | 5.4 | 4.4 | 4.8 |
U.S. | |||
Restructuring Cost And Reserve [Line Items] | |||
Employee Terminations | 3 | 1.4 | 0.1 |
Other Restructuring Charges | 1.5 | 1.9 | 2.1 |
Total Restructuring Charges | 4.5 | 3.3 | 2.2 |
Impairment | 0 | ||
Other Charges | 0.2 | 0.2 | 0.3 |
Total | 4.7 | 3.5 | 2.5 |
International | |||
Restructuring Cost And Reserve [Line Items] | |||
Employee Terminations | 0.6 | 0.9 | 0.6 |
Other Restructuring Charges | 0 | 0 | 0 |
Total Restructuring Charges | 0.6 | 0.9 | 0.6 |
Impairment | 1.7 | ||
Other Charges | 0 | 0 | 0 |
Total | 0.6 | $ 0.9 | $ 2.3 |
Corporate | |||
Restructuring Cost And Reserve [Line Items] | |||
Employee Terminations | 0.1 | ||
Other Restructuring Charges | 0 | ||
Total Restructuring Charges | 0.1 | ||
Other Charges | 0 | ||
Total | $ 0.1 |
Restructuring, Impairment and53
Restructuring, Impairment and Other Charges - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)Employee | Dec. 31, 2015USD ($)Employee | Dec. 31, 2014USD ($)Employee | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee termination costs | $ 3.7 | $ 2.3 | $ 0.7 | |
Number of employees used to determine employee termination costs | Employee | 84 | 64 | 9 | |
Other restructuring charges | $ 1.5 | $ 1.9 | $ 2.1 | |
Finite-lived intangible assets | 54.3 | 69.3 | ||
International | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee termination costs | 0.6 | 0.9 | 0.6 | |
Other restructuring charges | $ 0 | $ 0 | 0 | |
International | Customer Relationship Intangible Assets | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Impairment of intangible assets | $ 1.7 | |||
Finite-lived intangible assets | $ 16.5 | $ 16.5 |
Restructuring, Impairment and54
Restructuring, Impairment and Other Charges - Fair Values, Valuation Techniques and Related Unobservable Inputs of Level Three (Detail) - Customer Relationships - Fair Value, Inputs, Level 3 $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value | $ 0 |
Attrition rate | 12.00% |
Restructuring, Impairment and55
Restructuring, Impairment and Other Charges - Schedule of Changes in the Restructuring Reserve (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning | $ 5.8 | $ 6.2 | |
Restructuring Charges | 5.2 | 4.2 | $ 2.8 |
Foreign Exchange and Other | (0.1) | (0.2) | |
Cash Paid | (5.5) | (4.4) | |
Balance at the end | 5.4 | 5.8 | 6.2 |
Employee terminations | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning | 0.9 | 0.1 | |
Restructuring Charges | 3.7 | 2.3 | |
Foreign Exchange and Other | (0.1) | 0 | |
Cash Paid | (2.9) | (1.5) | |
Balance at the end | 1.6 | 0.9 | 0.1 |
Lease terminations and other | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning | 4.9 | 6.1 | |
Restructuring Charges | 1.5 | 1.9 | |
Foreign Exchange and Other | 0 | (0.2) | |
Cash Paid | (2.6) | (2.9) | |
Balance at the end | $ 3.8 | $ 4.9 | $ 6.1 |
Restructuring, Impairment and56
Restructuring, Impairment and Other Charges - Restructuring Reserve - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Restructuring And Related Activities [Abstract] | ||
Current restructuring reserve (included in accrued liabilities) | $ 3.7 | $ 3.6 |
Noncurrent restructuring reserve (included in noncurrent liabilities) | $ 1.7 | $ 2.2 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Goodwill net book value, beginning balance | $ 446.8 | $ 448.8 |
Foreign exchange and other adjustments | (0.4) | (2) |
Goodwill net book value, ending balance | 446.4 | 446.8 |
U.S. | ||
Goodwill [Line Items] | ||
Goodwill net book value, beginning balance | 429.2 | 429.2 |
Foreign exchange and other adjustments | 0 | 0 |
Goodwill net book value, ending balance | 429.2 | 429.2 |
International | ||
Goodwill [Line Items] | ||
Goodwill net book value, beginning balance | 17.6 | 19.6 |
Foreign exchange and other adjustments | (0.4) | (2) |
Goodwill net book value, ending balance | $ 17.2 | $ 17.6 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 148.3 | $ 152.7 |
Accumulated Amortization | (94) | (83.4) |
Net Book Value | 54.3 | 69.3 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 138.8 | 140.2 |
Accumulated Amortization | (85.3) | (71.8) |
Net Book Value | 53.5 | 68.4 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6.3 | 6.3 |
Accumulated Amortization | (5.5) | (5.5) |
Net Book Value | 0.8 | 0.8 |
Trademarks, Licenses and Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3.2 | 6.2 |
Accumulated Amortization | (3.2) | (6.1) |
Net Book Value | $ 0 | $ 0.1 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense for other intangible assets | $ 14.4 | $ 15.4 | $ 16.6 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,017 | $ 14.2 |
2,018 | 13.7 |
2,019 | 13.7 |
2,020 | 12.3 |
2,021 | 0.1 |
2022 and thereafter | 0.3 |
Total | $ 54.3 |
Accounts Receivable - Transacti
Accounts Receivable - Transactions Affecting Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Balance, beginning of year | $ 4.6 | $ 3.9 | $ 4.9 |
Provisions charged to expense | 3.1 | 0.5 | 1.4 |
Write-offs and other | (1.3) | 0.2 | (2.4) |
Balance, end of year | $ 6.4 | $ 4.6 | $ 3.9 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Net [Abstract] | ||
Raw materials and manufacturing supplies | $ 7.6 | $ 8 |
Work in process | 10.8 | 9.6 |
Finished goods | 5.7 | 4.6 |
Total | $ 24.1 | $ 22.2 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Company's Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 163.6 | $ 176.1 |
Less: Accumulated depreciation | (128.1) | (143.1) |
Total | 35.5 | 33 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 10 | 10 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 44.4 | 44.7 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 109.2 | $ 121.4 |
Property, Plant and Equipment64
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 8.4 | $ 9.1 | $ 9.5 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities Current [Abstract] | ||
Employee-related liabilities | $ 54 | $ 40.6 |
Customer-related liabilities | 19.3 | 19 |
Accrued interest payable | 6.2 | 0 |
Restructuring liabilities | 3.7 | 3.6 |
Accrued fixed assets | 4.1 | |
Other | 17.5 | 8.1 |
Total accrued liabilities | $ 100.7 | $ 75.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | |||
Commitments for the purchase of property, plant and equipment related to incomplete projects | $ 4.5 | ||
Commitments for outsourced services, professional, maintenance and other services | 34.3 | ||
Severance commitments related to restructuring | 1.7 | $ 2.2 | |
Operating lease commitments | 117.5 | ||
Minimum non-cancelable sublease rental commitments | 34.7 | ||
Rent expense | 23.8 | $ 22.2 | $ 22.5 |
Employee terminations | |||
Other Commitments [Line Items] | |||
Severance commitments related to restructuring | $ 1.6 |
Commitments and Contingencies67
Commitments and Contingencies - Future Minimum Rental Commitments Under Operating Lease (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 28.8 |
2,018 | 19.9 |
2,019 | 14.9 |
2,020 | 10.9 |
2,021 | 9.6 |
2022 and thereafter | 33.4 |
Future minimum rental commitments under operating leases | $ 117.5 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)Pension_Plan | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 01, 2016USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Net pension (income) expense | $ (1) | $ (27) | $ 62.1 | ||
Pension (income) expense allocated to RRD and RRD related parties | (25.2) | (31) | |||
Reduction in pension obligation | 404 | ||||
Pension and other post retirement non-cash settlement expense | $ 95.7 | ||||
Pension and postretirement contributions | 1 | 0 | 0 | ||
Defined benefit plan, accumulated benefit obligation | $ 294.5 | 3.2 | |||
Threshold for recognition in net periodic benefit costs, percentage of projected benefit obligation or fair value of plan assets | 10.00% | ||||
Multi-employer pension plan withdrawal obligations | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Other Charges | $ 0.2 | 0.2 | 0.3 | ||
Multi-Employer Pension Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of multi-employer Pension plans withdrawn from | Pension_Plan | 1 | ||||
Hedging Investments | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation percentage | 40.00% | ||||
Return Seeking Securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation percentage | 60.00% | ||||
Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension cost and other postretirement benefits | $ 4.6 | 158 | |||
Net pension plan liabilities | 57.5 | 3.2 | |||
Total benefit plan liability | 3,631.1 | 293.3 | 3.2 | 3,631.1 | |
Plan assets, fair market value | $ 3,219.9 | 235.8 | 0 | 3,219.9 | |
Net pension (income) expense | (1) | (27) | 62.1 | ||
Pension (income) expense allocated to RRD and RRD related parties | (25.2) | (31) | |||
Pension and postretirement contributions | 1.3 | ||||
Pension and other postretirement expected contributions for next year | 2.2 | ||||
Other Postretirement Benefit Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension cost and other postretirement benefits | 0 | ||||
Net pension plan liabilities | 1.2 | ||||
Total benefit plan liability | 1.2 | 0 | |||
Plan assets, fair market value | 0 | 0 | |||
Pension and other postretirement expected contributions for next year | 0.1 | ||||
Lump Sum Pension Payment Or Annuity | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension cost and other postretirement benefits | 317.7 | ||||
R.R. Donnelley & Sons Company | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension cost and other postretirement benefits | 4.2 | 3.7 | 4.3 | ||
Net pension plan liabilities | $ 68.3 | ||||
Total benefit plan liability | 317 | ||||
Plan assets, fair market value | 248.7 | ||||
Net other postretirement benefit liability | $ 1.5 | ||||
R.R. Donnelley & Sons Company | Other Postretirement Benefit Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension cost and other postretirement benefits | $ 1 | $ 1.9 | $ 1.8 |
Retirement Plans - Components o
Retirement Plans - Components of Estimated Net Pension Plan (Income) Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Settlements | $ 0 | $ 0 | $ 95.7 |
Net periodic benefit (income) expense | (1) | (27) | 62.1 |
Income allocated to RRD affiliates | 25.2 | 31 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0.1 | ||
Interest cost | 2.4 | 147.3 | 161.7 |
Expected return on plan assets | (4.1) | (210.7) | (224.5) |
Amortization of actuarial loss | 0.7 | 36.4 | 29.1 |
Settlements | 95.7 | ||
Net periodic benefit (income) expense | (1) | (27) | 62.1 |
Income allocated to RRD affiliates | 25.2 | 31 | |
Net periodic benefit (income) expense, net of allocation | $ (1) | $ (1.8) | $ 93.1 |
Weighted average assumption used to calculate net periodic benefit expense: | |||
Discount rate | 3.70% | 4.20% | 5.00% |
Expected return on plan assets | 7.30% | 7.50% | 7.80% |
Retirement Plans - Reconciliati
Retirement Plans - Reconciliation of Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 3.2 | $ 3,631.1 | |
Interest cost | 2.4 | 147.3 | $ 161.7 |
Actuarial gain | (24.7) | (254) | |
Plan transfer | 317 | (3,363.2) | |
Benefits paid | (4.6) | (158) | |
Benefit obligation at end of year | 293.3 | 3.2 | 3,631.1 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 0 | 3,219.9 | |
Actual return on assets | (9.6) | (33.8) | |
Employer contributions | 1.3 | 0 | |
Plan transfer | 248.7 | (3,028.1) | |
Benefits paid | (4.6) | (158) | |
Fair value of plan assets at end of year | 235.8 | 0 | $ 3,219.9 |
Funded status at end of year | (57.5) | (3.2) | |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 0 | ||
Interest cost | 0 | ||
Actuarial gain | (0.3) | ||
Plan transfer | 1.5 | ||
Benefits paid | 0 | ||
Benefit obligation at end of year | 1.2 | 0 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 0 | ||
Actual return on assets | 0 | ||
Employer contributions | 0 | ||
Plan transfer | 0 | ||
Benefits paid | 0 | ||
Fair value of plan assets at end of year | 0 | $ 0 | |
Funded status at end of year | $ (1.2) |
Retirement Plans - Amount Recog
Retirement Plans - Amount Recognized on Consolidated and Combined Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued benefit cost (included in accrued liabilities) | $ (100.7) | $ (75.4) |
Pension and other postretirement benefits plan liabilities | (56.4) | 0 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prepaid pension cost (included in other noncurrent assets) | 0 | 0.1 |
Accrued benefit cost (included in accrued liabilities) | (2.2) | (3.3) |
Pension and other postretirement benefits plan liabilities | (55.3) | 0 |
Net liabilities recognized in the Consolidated and Combined Balance Sheets | (57.5) | $ (3.2) |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prepaid pension cost (included in other noncurrent assets) | 0 | |
Accrued benefit cost (included in accrued liabilities) | (0.1) | |
Pension and other postretirement benefits plan liabilities | (1.1) | |
Net liabilities recognized in the Consolidated and Combined Balance Sheets | $ (1.2) |
Retirement Plans - Amounts in A
Retirement Plans - Amounts in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial (loss) gain | $ (87) | $ 0.1 |
Total | (87) | $ 0.1 |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial (loss) gain | 0.2 | |
Total | $ 0.2 |
Retirement Plans - Amounts Reco
Retirement Plans - Amounts Recognized in Other Comprehensive Income (Loss) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Pension Plan | |
Amortization of: | |
Net actuarial loss | $ 0.7 |
Amounts arising during the period: | |
Net actuarial gain | 10.9 |
Total | 11.6 |
Other Postretirement Benefit Plan | |
Amortization of: | |
Net actuarial loss | 0 |
Amounts arising during the period: | |
Net actuarial gain | 0.3 |
Total | $ 0.3 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Accumulated Other Comprehensive Loss Expected to Recognized as Components of Net Periodic Benefit Costs (Details) - Pension Plan $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Amortization of: | |
Net actuarial loss | $ 2.1 |
Total | $ 2.1 |
Retirement Plans - Weighted Ave
Retirement Plans - Weighted Average Assumptions Used to Determine Benefit Obligation (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.20% | 0.70% |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.60% |
Retirement Plans - Summary of P
Retirement Plans - Summary of Projected Benefit Obligations in Excess of Plan Assets (Details) - Pension Plan - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 293.3 | $ 3.2 |
Fair value of plan assets | $ 235.8 | $ 0 |
Retirement Plans - Accumulated
Retirement Plans - Accumulated Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation And Retirement Disclosure [Abstract] | ||
Accumulated benefit obligation | $ 293.3 | $ 3.2 |
Fair value of plan assets | $ 235.8 | $ 0 |
Retirement Plans - Expected Ben
Retirement Plans - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 16.8 |
2,018 | 16.9 |
2,019 | 16.7 |
2,020 | 17.5 |
2,021 | 18.1 |
2022-2026 | 91.5 |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | 0.1 |
2,018 | 0.1 |
2,019 | 0.1 |
2,020 | 0.1 |
2,021 | 0.1 |
2022-2026 | $ 0.4 |
Retirement Plans - Allocation o
Retirement Plans - Allocation of Plan Assets, Pension Plan (Details) - Pension Plan - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | $ 235.8 | $ 0 | $ 3,219.9 |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 71.7 | ||
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 96.2 | ||
Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 6.4 | ||
Cash and Cash Equivalents | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 4.1 | ||
Cash and Cash Equivalents | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 2.3 | ||
Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 67.6 | ||
Equity | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 67.6 | ||
Equity | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | ||
Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 93.9 | ||
Fixed Income | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | ||
Fixed Income | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 93.9 | ||
Equity Funds Measured at NAV | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 67.9 | ||
Equity Funds Measured at NAV | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | ||
Equity Funds Measured at NAV | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | $ 0 |
Retirement Plans - Changes in F
Retirement Plans - Changes in Fair Value of Level Three Assets (Details) - Fair Value, Inputs, Level 3 - Private Equity $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets at beginning of year | $ 47.3 |
Unrealized gains-net | 11.9 |
Purchases, sales and settlements | (14.1) |
Plan transfer | (45.1) |
Fair value of plan assets at end of year | $ 0 |
Income Taxes - Components of Ea
Income Taxes - Components of Earnings From Operations Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
U.S. | $ 84.9 | $ 156.1 | $ 74.9 |
Foreign | 9.4 | 15.6 | 17.5 |
Earnings before income taxes | $ 94.3 | $ 171.7 | $ 92.4 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) From Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
U.S. Federal, Current | $ 28.6 | $ 41.3 | $ 34.2 |
U.S. State and Local, Current | 9 | 12.1 | 10.5 |
Foreign, Current | 3.5 | 3.8 | 3.2 |
Current income tax expense | 41.1 | 57.2 | 47.9 |
U.S. Federal, Deferred | (3.1) | 8.1 | (10.6) |
U.S. State and Local, Deferred | (0.4) | 2.2 | (3) |
Foreign, Deferred | (2.4) | (0.1) | 0.7 |
Deferred income tax expense (benefit) | (5.9) | 10.2 | (12.9) |
Total | $ 35.2 | $ 67.4 | $ 35 |
Income Taxes - Reconciliation F
Income Taxes - Reconciliation From Federal Statutory Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of U.S. federal income tax benefit | 5.90% | 5.40% | 5.50% |
Adjustment of uncertain tax positions and interest | 0.60% | 0.10% | (0.10%) |
Domestic manufacturing deduction | (1.30%) | (0.90%) | (1.30%) |
Foreign tax rate differential | (0.70%) | (1.00%) | (3.00%) |
Change in valuation allowances | (1.90%) | 0.00% | 0.10% |
Other | (0.30%) | 0.70% | 1.70% |
Effective income tax rate | 37.30% | 39.30% | 37.90% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Pension and other postretirement benefit plans liabilities | $ 24.1 | $ 2.3 |
Accrued liabilities | 18.5 | 18.1 |
Net operating losses and other tax carryforwards | 14.4 | 19.4 |
Allowance for doubtful accounts | 3.3 | 3.3 |
Share-based compensation | 2.2 | 0 |
Other | 2.4 | 1.7 |
Total deferred tax assets | 64.9 | 44.8 |
Valuation allowances | (1.2) | (4.9) |
Total deferred tax assets | 63.7 | 39.9 |
Other intangible assets | (21) | (23.2) |
Accelerated depreciation | (3.1) | (5.1) |
Other | (2.6) | (2) |
Total deferred tax liabilities | (26.7) | (30.3) |
Net deferred tax assets | $ 37 | $ 9.6 |
Income Taxes - Schedule of Tran
Income Taxes - Schedule of Transactions Affecting Valuation Allowance on Deferred Tax Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Line Items] | |||
Write-offs | $ (2.3) | ||
Valuation Allowance of Deferred Tax Assets | |||
Valuation Allowance [Line Items] | |||
Balance, beginning of year | 4.9 | $ 5.3 | $ 5.6 |
Current year expense (benefit)-net | (1.5) | 0 | 0.1 |
Write-offs | (2.3) | 0 | 0 |
Foreign exchange and other | 0.1 | (0.4) | (0.4) |
Balance, end of year | $ 1.2 | $ 4.9 | $ 5.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Domestic and foreign net operating loss | $ 14,400,000 | $ 19,400,000 | ||
Net operating loss expiring between 2017 and 2025 | 4,200,000 | |||
Other tax carryforwards, write-offs | 2,300,000 | |||
Undistributed earnings of foreign subsidiaries | 55,900,000 | |||
Cash payments for income taxes | 5,200,000 | 1,900,000 | $ 1,500,000 | |
Current tax settled with RRD | 37,200,000 | 55,100,000 | 46,700,000 | |
Cash refunds for income taxes | 700,000 | 100,000 | 0 | |
Unrecognized tax benefits | 1,900,000 | 1,000,000 | 700,000 | $ 1,300,000 |
Unrecognized tax benefits that would impact effective tax rate | 1,300,000 | |||
Amount of unrecognized tax benefit that will decrease within twelve months | 900,000 | |||
Total interest expense, net of tax benefits related to tax uncertainties | 300,000 | 200,000 | 200,000 | |
Benefits from reversal of accrued penalties | 0 | 0 | $ 0 | |
Accrued interest related to income tax uncertainties | 300,000 | 200,000 | ||
Accrued penalties related to income tax uncertainties | $ 0 | $ 0 | ||
Minimum | ||||
Net operating loss carryforwards expiration year | 2,017 | |||
Maximum | ||||
Net operating loss carryforwards expiration year | 2,025 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at beginning of year | $ 1 | $ 0.7 | $ 1.3 |
Additions for tax positions of the current year | 0 | 0.3 | 0 |
Additions for tax positions of prior years | 0.9 | 0 | 0 |
Settlements during the year | 0 | 0 | (0.5) |
Lapses of applicable statutes of limitations | 0 | 0 | (0.1) |
Balance at end of year | $ 1.9 | $ 1 | $ 0.7 |
Debt - Schedule of the Company'
Debt - Schedule of the Company's Debt (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Other | $ 0 | $ 8.8 | |
Unamortized debt issuance costs | (11.3) | 0 | |
Total debt | 587 | 8.8 | |
Less: current portion | 0 | (8.8) | |
Long-term debt (Note 13) | 587 | 0 | |
8.25% Senior Notes Due October 15, 2024 | |||
Debt Instrument [Line Items] | |||
Senior notes | 300 | $ 300 | 0 |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 298.3 | $ 0 |
Debt - Schedule of the Compan89
Debt - Schedule of the Company's Debt (Parenthetical) (Details) - 8.25% Senior Notes Due October 15, 2024 | Sep. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 8.25% | 8.25% |
Maturity date | Oct. 15, 2024 | Oct. 15, 2024 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||
Amount of difference between fair value and book value | $ 7,100,000 | ||||
Outstanding letters of credit and bank guarantees | 1,400,000 | ||||
Interest paid, net of interest received | $ 4,800,000 | $ 1,100,000 | $ 1,500,000 | ||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest payment period | semi-annually | ||||
Commencement of interest payment | Apr. 15, 2017 | ||||
8.25% Senior Notes Due October 15, 2024 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | 0 | |
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% | ||
Maturity date | Oct. 15, 2024 | Oct. 15, 2024 | |||
R.R. Donnelley & Sons Company | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 340,200,000 | ||||
Senior Secured Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 350,000,000 | 350,000,000 | |||
Borrowings | $ 298,300,000 | $ 0 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | 300,000,000 | 300,000,000 | |||
Borrowings | 0 | ||||
Letters of credit outstanding under credit agreement amount | $ 900,000 | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Allowable annual dividend payment under credit agreement | $ 15,000,000 | $ 15,000,000 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Debt (Details) $ in Millions | Dec. 31, 2016USD ($) | |
Long Term Debt By Maturity [Abstract] | ||
2,019 | $ 6.9 | |
2,020 | 17.5 | |
2,021 | 17.5 | |
2022 and thereafter | 558.1 | |
Total | $ 600 | [1] |
[1] | Excludes unamortized debt issuance costs of $11.3 million and a discount of $1.7 million which do not represent contractual commitments with a fixed amount or maturity date. |
Debt - Schedule of Future Mat92
Debt - Schedule of Future Maturities of Debt (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Long Term Debt By Maturity [Abstract] | ||
Unamortized debt issuance cost | $ 11.3 | $ 0 |
Discount on senior notes | $ 1.7 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instruments [Abstract] | |||
Interest incurred | $ 12.2 | $ 1.1 | $ 1.5 |
Less: interest capitalized as property, plant and equipment | (0.5) | ||
Interest expense, net | $ 11.7 | $ 1.1 | $ 1.5 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) shares in Millions | Oct. 01, 2016shares | Sep. 30, 2016shares | Dec. 31, 2016shares |
Earnings Per Share [Line Items] | |||
Distribution of common shares during spinoff | 26.2 | ||
R.R. Donnelley & Sons Company | |||
Earnings Per Share [Line Items] | |||
Distribution of common shares during spinoff | 26.2 | ||
Number of common stock retained | 6.2 | ||
Basic and diluted common shares outstanding | 32.4 | ||
R.R. Donnelley & Sons Company | Spinoff | |||
Earnings Per Share [Line Items] | |||
Number of common stock retained | 6.2 | ||
Common stock received during spinoff, description | Holders of RRD common stock received one share of Donnelley Financial for every eight shares of RRD common stock held on September 23, 2016. | ||
Conversion ratio of common stock received during spinoff | 0.125 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Basic and Diluted Earnings per Common Share and the Average Number of Common Shares Outstanding (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Basic | $ 1.81 | $ 3.22 | $ 1.77 |
Diluted | $ 1.80 | $ 3.22 | $ 1.77 |
Net earnings | $ 59.1 | $ 104.3 | $ 57.4 |
Weighted average number of common shares outstanding | 32.6 | 32.4 | 32.4 |
Dilutive awards | 0.2 | 0 | 0 |
Diluted weighted average number of common shares outstanding | 32.8 | 32.4 | 32.4 |
Total weighted average number of anti-dilutive share-based awards | 0.4 | 0 | 0 |
Restricted stock units | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Total weighted average number of anti-dilutive share-based awards | 0.2 | 0 | 0 |
Stock options | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Total weighted average number of anti-dilutive share-based awards | 0.2 | 0 | 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, description | In connection with the Separation, as of October 1, 2016, employee stock options and restricted stock units (“RSUs”) were adjusted and converted into new equity awards of Donnelley Financial, RRD and/or LSC using a 10-day volume weighted average share price of Donnelley Financial, RRD and LSC, as described in the Separation and Distribution Agreement. Converted awards retained the same vesting schedule and expiration date of the original awards. In addition, performance-based awards granted under RRD were converted into RSUs of Donnelley Financial, RRD and/or LSC (with satisfaction of performance conditions determined through the Separation Date) and remain subject to time-based vesting for the remainder of the applicable performance period. All equity awards converted upon Separation were authorized for issuance under the 2016 PIP. In periods following the Separation, the Company records share-based compensation expense for its employees’ equity awards that were converted into Donnelley Financial, RRD and/or LSC equity awards. | |||||
Share-based compensation award, volume weighted average share price, measurement period | 10 days | |||||
Share-based compensation award, vesting period | 3 years | |||||
Share-based compensation | $ 2.5 | $ 1.6 | $ 2.1 | |||
Share-based compensation expense, income tax benefit | 1 | 0.6 | 0.8 | |||
Unrecognized share-based compensation expense | $ 7.2 | $ 7.2 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 2 years 6 months | |||||
R.R. Donnelley & Sons Company | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | $ 0.3 | 0.7 | 0.5 | |||
RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | 1.9 | $ 0.8 | $ 1.5 | |||
Unrecognized share-based compensation expense | $ 3.7 | $ 3.7 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 2 years 1 month 6 days | |||||
Share-based compensation award, granted | 77,000 | |||||
Unrecognized share-based compensation expense, expected to vest, Shares | 300,000 | 300,000 | ||||
Unrecognized share-based compensation expense, weighted-average grant date fair value | $ 25.32 | $ 25.32 | ||||
Share-based compensation award, weighted average grant date fair value | [1] | $ 24.75 | ||||
RSUs | Share-based Compensation Award, Tranche One | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 4 years | |||||
RSUs | Share-based Compensation Award, Tranche Two | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 3 years | |||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | $ 0.3 | |||||
Unrecognized share-based compensation expense | $ 3.5 | $ 3.5 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 2 years 9 months 18 days | |||||
Share-based compensation expense, targeted performance percentage | 100.00% | |||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options vesting percentage | 100.00% | 100.00% | ||||
Stock options granted | 0 | 0 | 0 | |||
2016 PIP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved and authorized | 3,500,000 | 3,500,000 | ||||
Shares authorized and available for grant | 2,600,000 | 2,600,000 | ||||
2016 PIP | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 3 years | |||||
2016 PIP | RSUs | Certain Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, granted | 60,748 | |||||
2016 PIP | RSUs | Board of Directors | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, granted | 16,620 | |||||
2016 PIP | RSUs | Share-based Compensation Award, Tranche One | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 2 years | |||||
Share-based compensation award, vesting percentage | 50.00% | |||||
2016 PIP | RSUs | Share-based Compensation Award, Tranche Two | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 3 years | |||||
Share-based compensation award, vesting percentage | 50.00% | |||||
2016 PIP | Restricted Stock | Certain Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, granted | 156,169 | |||||
Share-based compensation award, weighted average grant date fair value | $ 24.75 | |||||
2016 PIP | Restricted Stock | Share-based Compensation Award, Tranche One | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 2 years | |||||
Share-based compensation award, vesting percentage | 50.00% | |||||
2016 PIP | Restricted Stock | Share-based Compensation Award, Tranche Two | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation award, vesting period | 3 years | |||||
Share-based compensation award, vesting percentage | 50.00% | |||||
[1] | The weighted average grant date fair value has been adjusted for the impact of the Separation. |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Oct. 01, 2016 | Dec. 31, 2016 |
Shares Under Option | ||
Outstanding at beginning of period | 3 | |
Vested options converted on October 1, 2016 in connection with the Separation | 296 | |
Outstanding at end of period | 3 | 299 |
Exercisable at end of period | 207 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 22.30 | |
Vested options converted on October 1, 2016 in connection with the Separation | 21.47 | |
Outstanding at end of period | $ 22.30 | 21.48 |
Exercisable at end of period | $ 16.35 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding at beginning of period | 5 years 4 months 24 days | 3 years 6 months |
Vested options converted on October 1, 2016 in connection with the Separation | 3 years 8 months 12 days | |
Exercisable at end of period | 3 years 6 months | |
Aggregate Intrinsic Value | ||
Vested options converted on October 1, 2016 in connection with the Separation | $ 1.4 | |
Outstanding at end of period | 1.4 | |
Exercisable at end of period | $ 1.4 |
Share-Based Compensation - Su98
Share-Based Compensation - Summary of Restricted Stock Units (Details) - RSUs shares in Thousands | 3 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Nonvested at beginning of period, Shares | shares | 11 | |
Awarded, Shares | shares | 77 | |
Vested, Shares | shares | (20) | |
Nonvested RSUs converted on October 1, 2016 in connection with the Separation, Shares | shares | 368 | |
Nonvested at end of period, Shares | shares | 436 | |
Nonvested at beginning of period, Weighted Average Grant Date Fair Value | $ / shares | $ 26.66 | [1] |
Awarded, Weighted Average Grant Date Fair Value | $ / shares | 24.75 | [1] |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 25.74 | [1] |
Nonvested RSUs converted on October 1, 2016 in connection with the Separation, Weighted Average Grant Date Fair Value | $ / shares | 27.22 | [1] |
Nonvested at end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 25.28 | [1] |
[1] | The weighted average grant date fair value has been adjusted for the impact of the Separation. |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Components of Other Comprehensive Income and Income Tax Expense Allocated to Each Component (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | $ 11.8 | $ 38.4 | $ (287.4) |
Other comprehensive (loss) income, Income Tax Expense | 4.8 | 18.4 | (114.6) |
Other comprehensive income (loss), net of tax | 7 | 20 | (172.8) |
Translation adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | (0.1) | (7.5) | (2.9) |
Other comprehensive (loss) income, Income Tax Expense | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (0.1) | (7.5) | (2.9) |
Adjustment for Net Periodic Pension Plan and Other Postretirement Benefits Plan Cost | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | 11.9 | 45.9 | (284.5) |
Other comprehensive (loss) income, Income Tax Expense | 4.8 | 18.4 | (114.6) |
Other comprehensive income (loss), net of tax | $ 7.1 | $ 27.5 | $ (169.9) |
Comprehensive Income - Sched101
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 623.5 | $ 351.5 | $ 524.6 |
Balance | 111.1 | 623.5 | 351.5 |
Pension and Other Postretirement Benefits Plan Cost | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 0 | (665.2) | (495.3) |
Other comprehensive income (loss) before reclassifications | 6.7 | 5.7 | (244.5) |
Amounts reclassified from accumulated other comprehensive loss | 0.4 | 21.8 | 74.6 |
Transfer of pension plan to parent company, net | (59.3) | 637.7 | |
Net change in accumulated other comprehensive loss | (52.2) | 665.2 | (169.9) |
Balance | (52.2) | 0 | (665.2) |
Translation adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (16) | (8.5) | (5.6) |
Other comprehensive income (loss) before reclassifications | (0.1) | (7.5) | (2.9) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Transfer of pension plan to parent company, net | 0 | 0 | |
Net change in accumulated other comprehensive loss | (0.1) | (7.5) | (2.9) |
Balance | (16.1) | (16) | (8.5) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (16) | (673.7) | (500.9) |
Other comprehensive income (loss) before reclassifications | 6.6 | (1.8) | (247.4) |
Amounts reclassified from accumulated other comprehensive loss | 0.4 | 21.8 | 74.6 |
Transfer of pension plan to parent company, net | (59.3) | 637.7 | |
Net change in accumulated other comprehensive loss | (52.3) | 657.7 | (172.8) |
Balance | $ (68.3) | $ (16) | $ (673.7) |
Comprehensive Income - Reclassi
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss Amortization of Pension Plan Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Accumulated Defined Benefit Plans Adjustment, Net Actuarial Income | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of pension and other postretirement benefits plan cost: Reclassifications before tax | [1] | $ 0.7 | $ 36.4 | $ 29.1 |
Accumulated Defined Benefit Plans Adjustment, Settlements | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of pension and other postretirement benefits plan cost: Reclassifications before tax | [1] | 0 | 0 | 95.7 |
Pension and Other Postretirement Benefits Plan Cost | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of pension and other postretirement benefits plan cost: Reclassifications before tax | 0.7 | 36.4 | 124.8 | |
Income tax expense | 0.3 | 14.6 | 50.2 | |
Reclassifications, net of tax | $ 0.4 | $ 21.8 | $ 74.6 | |
[1] | These accumulated other comprehensive (loss) income components are included in the calculation of net periodic pension and other postretirement benefits plan (income) expense, a component of which was allocated to Donnelley Financial in periods prior to the Separation, and recognized in cost of sales and selling, general and administrative expenses in the consolidated and combined statements of operations (see Note 11, Retirement Plans). |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Sales Revenue Segment - Product Concentration Risk | 12 Months Ended |
Dec. 31, 2016 | |
U.S. | |
Segment Reporting Information [Line Items] | |
Percentage of net sales by segment | 86.00% |
International | |
Segment Reporting Information [Line Items] | |
Percentage of net sales by segment | 14.00% |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 983.5 | $ 1,049.5 | $ 1,080.1 |
Income (Loss) from Operations | 106 | 172.7 | 90.8 |
Assets of Operations | 978.9 | 817.6 | |
Depreciation and amortization | 43.3 | 41.7 | 40.7 |
Capital Expenditures | 26.2 | 27.1 | 28.8 |
Total Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 995.5 | 1,063.1 | 1,092.9 |
Income (Loss) from Operations | 128 | 175.6 | 192.9 |
Assets of Operations | 765.9 | 750.8 | |
Depreciation and amortization | 39.1 | 41.4 | 40 |
Capital Expenditures | 23.1 | 27.1 | 21.8 |
Intersegment Sales | |||
Segment Reporting Information [Line Items] | |||
Net Sales | (12) | (13.6) | (12.8) |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Income (Loss) from Operations | (22) | (2.9) | (102.1) |
Assets of Operations | 213 | 66.8 | |
Depreciation and amortization | 4.2 | 0.3 | 0.7 |
Capital Expenditures | 3.1 | 0 | 7 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 845.2 | 900.8 | 916.3 |
U.S. | Total Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 852.6 | 912 | 926 |
Income (Loss) from Operations | 118.4 | 160.3 | 175.7 |
Assets of Operations | 672.2 | 664 | |
Depreciation and amortization | 34.5 | 37 | 35.4 |
Capital Expenditures | 20.5 | 25.9 | 20.3 |
U.S. | Intersegment Sales | |||
Segment Reporting Information [Line Items] | |||
Net Sales | (7.4) | (11.2) | (9.7) |
International | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 138.3 | 148.7 | 163.8 |
International | Total Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 142.9 | 151.1 | 166.9 |
Income (Loss) from Operations | 9.6 | 15.3 | 17.2 |
Assets of Operations | 93.7 | 86.8 | |
Depreciation and amortization | 4.6 | 4.4 | 4.6 |
Capital Expenditures | 2.6 | 1.2 | 1.5 |
International | Intersegment Sales | |||
Segment Reporting Information [Line Items] | |||
Net Sales | $ (4.6) | $ (2.4) | $ (3.1) |
Segment Information - Schedu105
Segment Information - Schedule of Corporate Assets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Receivable from RR Donnelley | $ 96 | $ 0 | ||
Software-net | 41.6 | 43.4 | ||
Deferred income tax assets, net of valuation allowances | 63.7 | 39.9 | ||
Cash and cash equivalents | 36.2 | 15.1 | $ 28.6 | $ 21.2 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Receivable from RR Donnelley | 76 | 0 | ||
Software-net | 41 | 42.4 | ||
Deferred income tax assets, net of valuation allowances | 34.2 | 10.4 | ||
Cash and cash equivalents | $ 25.5 | $ 0 |
Geographic Area and Products106
Geographic Area and Products and Services Information - Schedule of Net Sales and Long-lived Assets by Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | $ 983.5 | $ 1,049.5 | $ 1,080.1 | |
Long-lived assets | [1] | 111.6 | 100.1 | 87.2 |
U.S. | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | 845.2 | 900.8 | 916.3 | |
Long-lived assets | [1] | 107.4 | 96 | 82.7 |
Europe | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | 62.4 | 70 | 73.6 | |
Long-lived assets | [1] | 3.1 | 2.7 | 2.3 |
Asia | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | 39.2 | 49.3 | 53.7 | |
Long-lived assets | [1] | 0.6 | 0.6 | 0.9 |
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | 32.1 | 23.7 | 29.9 | |
Long-lived assets | [1] | 0.5 | 0.8 | 1.2 |
Other | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Net sales | 4.6 | 5.7 | 6.6 | |
Long-lived assets | [1] | $ 0 | $ 0 | $ 0.1 |
[1] | Includes net property, plant and equipment, net software and other noncurrent assets. |
Geographic Area and Products107
Geographic Area and Products and Services Information - Summary of Net Sales for Services and Products (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||
Total services | $ 598.6 | $ 628.6 | $ 638.2 |
Total products | 384.9 | 420.9 | 441.9 |
Total net sales | 983.5 | 1,049.5 | 1,080.1 |
Capital Markets | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Total services | 387.6 | 431 | 442.3 |
Total products | 168.5 | 193.9 | 203.7 |
Investment Markets | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Total services | 143.2 | 139.1 | 140.7 |
Total products | 199.1 | 204 | 211.2 |
Language Solutions and other | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Total services | 67.8 | 58.5 | 55.2 |
Total products | $ 17.3 | $ 23 | $ 27 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 01, 2016 | |
Related Party Transaction [Line Items] | ||||||
Operating lease commitments | $ 117.5 | |||||
Non-cancelable sublease rental | 34.7 | |||||
Receivable from RR Donnelley | 96 | $ 0 | ||||
Net Sales | 983.5 | 1,049.5 | $ 1,080.1 | |||
Cost of sales | 226.2 | 230.9 | 236.3 | |||
Share-based compensation costs | $ 1.2 | 1.6 | 2.1 | |||
Non-cash settlement related to intercompany note payable | 29.6 | 0 | 0 | |||
Outsourcing Business | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of sales | 37.8 | 40.4 | 39.3 | |||
R.R. Donnelley & Sons Company | ||||||
Related Party Transaction [Line Items] | ||||||
Receivable from RR Donnelley | 96 | |||||
Net Sales | $ 19.4 | 7.8 | 8 | |||
Net pension plan liabilities | $ 68.3 | |||||
Total benefit plan liability | 317 | |||||
Plan assets, fair market value | $ 248.7 | |||||
Non-cash settlement related to intercompany note payable | $ 29.6 | |||||
Transition Services Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Intercompany agreements, description | In connection with the Separation, the Company entered into transition services agreements separately with RRD and LSC, under which, in exchange for the fees specified in the arrangements, RRD and LSC agree to provide certain services to the Company and the Company agrees to provide certain services to RRD, respectively, for up to 24 months following the Separation. These services include, but are not limited to, information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. These agreements facilitate the separation by allowing the Company to operate independently prior to establishing stand-alone back office systems across its organization. | |||||
Term of agreement | 24 months | |||||
Commercial and Other Arrangements | ||||||
Related Party Transaction [Line Items] | ||||||
Intercompany agreements, description | The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition, premedia and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients. | |||||
Term of agreement | 24 months | |||||
Separation and Distribution Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease commitments | $ 13.7 | |||||
Separation and Distribution Agreement | R.R. Donnelley & Sons Company | ||||||
Related Party Transaction [Line Items] | ||||||
Non-cancelable sublease rental | 4.6 | |||||
Receivable from RR Donnelley | 68 | |||||
Target cash balance | $ 50 | $ 50 | ||||
Freight and Logistics and Services | R.R. Donnelley & Sons Company | Printed Products | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of sales | $ 57.9 | $ 68.3 | $ 76.5 |
Related Parties - Summary of Am
Related Parties - Summary of Amount in Consolidated and Combined Balance Sheet Due or From Related Parties (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 96 | $ 0 |
R.R. Donnelley & Sons Company | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 96 | |
Due to related parties | 27.1 | |
LSC Communications, Inc | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 0.8 | |
Due to related parties | 2.5 | |
RR Donnelley Affiliates | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 96.8 | |
Due to related parties | $ 29.6 |
Related Parties - Schedule of A
Related Parties - Schedule of Allocation of Expenses Reflected in Consolidated and Combined Financial Statements (Details) - R.R. Donnelley & Sons Company - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Total allocations from RRD | $ 172.6 | $ 228.2 | $ 218 |
Costs of goods sold | |||
Related Party Transaction [Line Items] | |||
Total allocations from RRD | 28 | 38.5 | 41 |
Selling, general and administrative | |||
Related Party Transaction [Line Items] | |||
Total allocations from RRD | 129.4 | 168.3 | 158.6 |
Depreciation and amortization | |||
Related Party Transaction [Line Items] | |||
Total allocations from RRD | $ 15.2 | $ 21.4 | $ 18.4 |
Guarantor Financial Informat111
Guarantor Financial Information - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Guarantor Subsidiaries | |||
Condensed Income Statements Captions [Line Items] | |||
Percentage of ownership in directly owned subsidiaries | 100.00% | ||
8.25% Senior Notes Due October 15, 2024 | |||
Condensed Income Statements Captions [Line Items] | |||
Senior notes | $ 300 | $ 300 | $ 0 |
Interest rate, stated percentage | 8.25% | 8.25% | |
Maturity date | Oct. 15, 2024 | Oct. 15, 2024 |
Guarantor Financial Informat112
Guarantor Financial Information - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements Captions [Line Items] | |||
Services net sales | $ 598.6 | $ 628.6 | $ 638.2 |
Products net sales | 384.9 | 420.9 | 441.9 |
Total net sales | 983.5 | 1,049.5 | 1,080.1 |
Services cost of sales (exclusive of depreciation and amortization) | 297.1 | 291.9 | 301.2 |
Products cost of sales (exclusive of depreciation and amortization) | 226.2 | 230.9 | 236.3 |
Total cost of sales | 619 | 631.5 | 653.3 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 209.8 | 199.2 | 290.5 |
Restructuring, impairment and other charges-net | 5.4 | 4.4 | 4.8 |
Depreciation and amortization | 43.3 | 41.7 | 40.7 |
Income from operations | 106 | 172.7 | 90.8 |
Interest expense-net | 11.7 | 1.1 | 1.5 |
Earnings (loss) before income taxes and equity in net income of subsidiaries | 94.3 | 171.7 | 92.4 |
Income tax (benefit) expense | 35.2 | 67.4 | 35 |
Earnings (loss) before equity in net income of subsidiaries | 59.1 | 104.3 | 57.4 |
Investment and other income-net | 0 | (0.1) | (3.1) |
Equity in net income of subsidiaries | 0 | 0 | 0 |
Net earnings | 59.1 | 104.3 | 57.4 |
Comprehensive income (loss) | 66.1 | 124.3 | (115.4) |
Earnings before income taxes and equity in net income of subsidiaries | 94.3 | 171.7 | 92.4 |
Eliminations | |||
Condensed Income Statements Captions [Line Items] | |||
Services net sales | (7.7) | (8.2) | (7.7) |
Products net sales | (4.3) | (5.4) | (5.1) |
Total net sales | (12) | (13.6) | (12.8) |
Services cost of sales (exclusive of depreciation and amortization) | (7.1) | (7.2) | (6.9) |
Products cost of sales (exclusive of depreciation and amortization) | (4.9) | (6.4) | (5.9) |
Total cost of sales | (12) | (13.6) | (12.8) |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Restructuring, impairment and other charges-net | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 |
Interest expense-net | 0 | 0 | 0 |
Earnings (loss) before income taxes and equity in net income of subsidiaries | 0 | 0 | 0 |
Income tax (benefit) expense | 0 | 0 | 0 |
Earnings (loss) before equity in net income of subsidiaries | 0 | 0 | 0 |
Investment and other income-net | 0 | 0 | |
Equity in net income of subsidiaries | (75) | (116.2) | (71) |
Net earnings | (75) | (116.2) | (71) |
Comprehensive income (loss) | (82.1) | (128.7) | 104.7 |
Earnings before income taxes and equity in net income of subsidiaries | 0 | 0 | 0 |
RR Donnelley Affiliates | |||
Condensed Income Statements Captions [Line Items] | |||
Services cost of sales (exclusive of depreciation and amortization) | 37.8 | 40.4 | 39.3 |
Products cost of sales (exclusive of depreciation and amortization) | 57.9 | 68.3 | 76.5 |
RR Donnelley Affiliates | Eliminations | |||
Condensed Income Statements Captions [Line Items] | |||
Services cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Products cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Parent | |||
Condensed Income Statements Captions [Line Items] | |||
Services net sales | 0 | 0 | 0 |
Products net sales | 0 | 0 | 0 |
Total net sales | 0 | 0 | 0 |
Services cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Products cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Total cost of sales | 0 | 0 | 0 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Restructuring, impairment and other charges-net | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 |
Interest expense-net | 11.7 | 0 | 0 |
Earnings (loss) before income taxes and equity in net income of subsidiaries | (11.7) | 0 | 0 |
Income tax (benefit) expense | (4.3) | 0 | 0 |
Earnings (loss) before equity in net income of subsidiaries | (7.4) | 0 | 0 |
Investment and other income-net | 0 | 0 | |
Equity in net income of subsidiaries | 66.5 | 104.3 | 57.4 |
Net earnings | 59.1 | 104.3 | 57.4 |
Comprehensive income (loss) | 66.1 | 124.3 | (115.4) |
Earnings before income taxes and equity in net income of subsidiaries | (11.7) | 0 | 0 |
Parent | RR Donnelley Affiliates | |||
Condensed Income Statements Captions [Line Items] | |||
Services cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Products cost of sales (exclusive of depreciation and amortization) | 0 | 0 | 0 |
Guarantor Subsidiaries | |||
Condensed Income Statements Captions [Line Items] | |||
Services net sales | 502.2 | 530.2 | 529.7 |
Products net sales | 350.4 | 381.8 | 396.3 |
Total net sales | 852.6 | 912 | 926 |
Services cost of sales (exclusive of depreciation and amortization) | 236 | 230.7 | 237.3 |
Products cost of sales (exclusive of depreciation and amortization) | 207 | 208.8 | 208.8 |
Total cost of sales | 535.9 | 545.8 | 559.3 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 176.8 | 168.1 | 254.7 |
Restructuring, impairment and other charges-net | 4.8 | 3.5 | 2.5 |
Depreciation and amortization | 38.6 | 37.3 | 36.1 |
Income from operations | 96.5 | 157.3 | 73.4 |
Interest expense-net | 0 | 1.1 | 1.5 |
Earnings (loss) before income taxes and equity in net income of subsidiaries | 96.5 | 156.2 | 74.9 |
Income tax (benefit) expense | 38.5 | 63.8 | 31.1 |
Earnings (loss) before equity in net income of subsidiaries | 58 | 92.4 | 43.8 |
Investment and other income-net | 0 | (3) | |
Equity in net income of subsidiaries | 8.5 | 11.9 | 13.6 |
Net earnings | 66.5 | 104.3 | 57.4 |
Comprehensive income (loss) | 73.5 | 124.3 | (115.4) |
Earnings before income taxes and equity in net income of subsidiaries | 96.5 | 156.2 | 74.9 |
Guarantor Subsidiaries | RR Donnelley Affiliates | |||
Condensed Income Statements Captions [Line Items] | |||
Services cost of sales (exclusive of depreciation and amortization) | 35.6 | 38.1 | 36.9 |
Products cost of sales (exclusive of depreciation and amortization) | 57.3 | 68.2 | 76.3 |
Non-guarantor Subsidiaries | |||
Condensed Income Statements Captions [Line Items] | |||
Services net sales | 104.1 | 106.6 | 116.2 |
Products net sales | 38.8 | 44.5 | 50.7 |
Total net sales | 142.9 | 151.1 | 166.9 |
Services cost of sales (exclusive of depreciation and amortization) | 68.2 | 68.4 | 70.8 |
Products cost of sales (exclusive of depreciation and amortization) | 24.1 | 28.5 | 33.4 |
Total cost of sales | 95.1 | 99.3 | 106.8 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 33 | 31.1 | 35.8 |
Restructuring, impairment and other charges-net | 0.6 | 0.9 | 2.3 |
Depreciation and amortization | 4.7 | 4.4 | 4.6 |
Income from operations | 9.5 | 15.4 | 17.4 |
Interest expense-net | 0 | 0 | 0 |
Earnings (loss) before income taxes and equity in net income of subsidiaries | 9.5 | 15.5 | 17.5 |
Income tax (benefit) expense | 1 | 3.6 | 3.9 |
Earnings (loss) before equity in net income of subsidiaries | 8.5 | 11.9 | 13.6 |
Investment and other income-net | (0.1) | (0.1) | |
Equity in net income of subsidiaries | 0 | 0 | 0 |
Net earnings | 8.5 | 11.9 | 13.6 |
Comprehensive income (loss) | 8.6 | 4.4 | 10.7 |
Earnings before income taxes and equity in net income of subsidiaries | 9.5 | 15.5 | 17.5 |
Non-guarantor Subsidiaries | RR Donnelley Affiliates | |||
Condensed Income Statements Captions [Line Items] | |||
Services cost of sales (exclusive of depreciation and amortization) | 2.2 | 2.3 | 2.4 |
Products cost of sales (exclusive of depreciation and amortization) | $ 0.6 | $ 0.1 | $ 0.2 |
Guarantor Financial Informat113
Guarantor Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 36.2 | $ 15.1 | $ 28.6 | $ 21.2 |
Receivables, less allowances | 156.2 | 146.2 | ||
Receivable from RR Donnelley | 96 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Intercompany short-term note receivable | 0 | |||
Inventories | 24.1 | 22.2 | ||
Prepaid expenses and other current assets | 17.1 | 7.3 | ||
Total current assets | 329.6 | 190.8 | ||
Property, plant and equipment-net | 35.5 | 33 | ||
Goodwill | 446.4 | 446.8 | 448.8 | |
Other intangible assets-net | 54.3 | 69.3 | ||
Software-net | 41.6 | 43.4 | ||
Deferred income taxes | 37 | 10.6 | ||
Other noncurrent assets | 34.5 | 23.7 | ||
Investments in consolidated subsidiaries | 0 | 0 | ||
Total assets | 978.9 | 817.6 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable | 85.3 | 39.5 | ||
Intercompany payable | 0 | 0 | ||
Intercompany short-term note payable | 0 | |||
Accrued liabilities | 100.7 | 75.4 | ||
Short-term debt | 0 | 8.8 | ||
Total current liabilities | 186 | 123.7 | ||
Long-term debt | 587 | 0 | ||
Deferred compensation liabilities | 24.4 | 28.5 | ||
Other noncurrent liabilities | 14 | 12.7 | ||
Total liabilities | 867.8 | 194.1 | ||
Total equity | 111.1 | 623.5 | 351.5 | 524.6 |
Total liabilities and equity | 978.9 | 817.6 | ||
Note payable with an RRD affiliate | 0 | 29.2 | ||
Pension and other postretirement benefits plan liabilities | 56.4 | 0 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | (2.4) | 0 | 0 | 0 |
Receivables, less allowances | 0 | 0 | ||
Receivable from RR Donnelley | 0 | |||
Intercompany receivables | (63) | (7.4) | ||
Intercompany short-term note receivable | (15.3) | |||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (80.7) | (7.4) | ||
Property, plant and equipment-net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets-net | 0 | 0 | ||
Software-net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent assets | 0 | 0 | ||
Investments in consolidated subsidiaries | (757.3) | (673.7) | ||
Total assets | (838) | (681.1) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable | (2.4) | 0 | ||
Intercompany payable | (62.5) | (7.4) | ||
Intercompany short-term note payable | (15.3) | |||
Accrued liabilities | (0.5) | 0 | ||
Short-term debt | 0 | |||
Total current liabilities | (80.7) | (7.4) | ||
Long-term debt | 0 | |||
Deferred compensation liabilities | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Total liabilities | (80.7) | (7.4) | ||
Total equity | (757.3) | (673.7) | ||
Total liabilities and equity | (838) | (681.1) | ||
Note payable with an RRD affiliate | 0 | |||
Pension and other postretirement benefits plan liabilities | 0 | |||
Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, less allowances | 0 | 0 | ||
Receivable from RR Donnelley | 68 | |||
Intercompany receivables | 0 | 0 | ||
Intercompany short-term note receivable | 0 | |||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 4.3 | 0 | ||
Total current assets | 72.3 | 0 | ||
Property, plant and equipment-net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets-net | 0 | 0 | ||
Software-net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent assets | 4.4 | 0 | ||
Investments in consolidated subsidiaries | 692.2 | 623.5 | ||
Total assets | 768.9 | 623.5 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable | 3.4 | 0 | ||
Intercompany payable | 43.9 | 0 | ||
Intercompany short-term note payable | 15.3 | |||
Accrued liabilities | 8.2 | 0 | ||
Short-term debt | 0 | |||
Total current liabilities | 70.8 | 0 | ||
Long-term debt | 587 | |||
Deferred compensation liabilities | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Total liabilities | 657.8 | 0 | ||
Total equity | 111.1 | 623.5 | ||
Total liabilities and equity | 768.9 | 623.5 | ||
Note payable with an RRD affiliate | 0 | |||
Pension and other postretirement benefits plan liabilities | 0 | |||
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 21.8 | 0.1 | 0.1 | 0.7 |
Receivables, less allowances | 119.9 | 115 | ||
Receivable from RR Donnelley | 28 | |||
Intercompany receivables | 63 | 7.4 | ||
Intercompany short-term note receivable | 0 | |||
Inventories | 22.7 | 21.4 | ||
Prepaid expenses and other current assets | 8.1 | 3 | ||
Total current assets | 263.5 | 146.9 | ||
Property, plant and equipment-net | 32.4 | 31 | ||
Goodwill | 429.2 | 429.2 | ||
Other intangible assets-net | 44 | 55.8 | ||
Software-net | 41 | 42.3 | ||
Deferred income taxes | 34.2 | 10.4 | ||
Other noncurrent assets | 27.7 | 20.6 | ||
Investments in consolidated subsidiaries | 65.1 | 50.2 | ||
Total assets | 937.1 | 786.4 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable | 72.8 | 31.7 | ||
Intercompany payable | 0 | 0 | ||
Intercompany short-term note payable | 0 | |||
Accrued liabilities | 81.4 | 62.8 | ||
Short-term debt | 0 | |||
Total current liabilities | 154.2 | 94.5 | ||
Long-term debt | 0 | |||
Deferred compensation liabilities | 24.4 | 28.5 | ||
Other noncurrent liabilities | 11 | 10.7 | ||
Total liabilities | 244.9 | 162.9 | ||
Total equity | 692.2 | 623.5 | ||
Total liabilities and equity | 937.1 | 786.4 | ||
Note payable with an RRD affiliate | 29.2 | |||
Pension and other postretirement benefits plan liabilities | 55.3 | |||
Non-guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 16.8 | 15 | $ 28.5 | $ 20.5 |
Receivables, less allowances | 36.3 | 31.2 | ||
Receivable from RR Donnelley | 0 | |||
Intercompany receivables | 0 | 0 | ||
Intercompany short-term note receivable | 15.3 | |||
Inventories | 1.4 | 0.8 | ||
Prepaid expenses and other current assets | 4.7 | 4.3 | ||
Total current assets | 74.5 | 51.3 | ||
Property, plant and equipment-net | 3.1 | 2 | ||
Goodwill | 17.2 | 17.6 | ||
Other intangible assets-net | 10.3 | 13.5 | ||
Software-net | 0.6 | 1.1 | ||
Deferred income taxes | 2.8 | 0.2 | ||
Other noncurrent assets | 2.4 | 3.1 | ||
Investments in consolidated subsidiaries | 0 | 0 | ||
Total assets | 110.9 | 88.8 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Accounts payable | 11.5 | 7.8 | ||
Intercompany payable | 18.6 | 7.4 | ||
Intercompany short-term note payable | 0 | |||
Accrued liabilities | 11.6 | 12.6 | ||
Short-term debt | 8.8 | |||
Total current liabilities | 41.7 | 36.6 | ||
Long-term debt | 0 | |||
Deferred compensation liabilities | 0 | 0 | ||
Other noncurrent liabilities | 3 | 2 | ||
Total liabilities | 45.8 | 38.6 | ||
Total equity | 65.1 | 50.2 | ||
Total liabilities and equity | 110.9 | 88.8 | ||
Note payable with an RRD affiliate | $ 0 | |||
Pension and other postretirement benefits plan liabilities | $ 1.1 |
Guarantor Financial Informat114
Guarantor Financial Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES | |||
Net cash (used in) provided by operating activities | $ 106 | $ 120.9 | $ 125.3 |
INVESTING ACTIVITIES | |||
Capital expenditures | (26.2) | (27.1) | (28.8) |
Acquisition of business, net of cash acquired | 0 | 0 | (6) |
Proceeds from sales of other assets | 0 | 0 | 5.3 |
Purchases of investments | (3.5) | (10) | 0 |
Other investing activities | 0.4 | 0 | 0 |
Net cash used in investing activities | (29.3) | (37.1) | (29.5) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 348.2 | 0 | 0 |
Payments on long-term debt | (50) | 0 | 0 |
Net change in short-term debt | (8.8) | (24) | (12.8) |
Debt issuance costs | (9.3) | 0 | 0 |
Payments on note payable with an RRD affiliate | 0 | (14.8) | (14.7) |
Net transfers to Parent and affiliates | (340.1) | (56) | (62.9) |
Net cash used in financing activities | (60) | (94.8) | (90.4) |
Effect of exchange rate on cash and cash equivalents | 4.4 | (2.5) | 2 |
Net increase (decrease) in cash and cash equivalents | 21.1 | (13.5) | 7.4 |
Cash and cash equivalents at beginning of year | 15.1 | 28.6 | 21.2 |
Cash and cash equivalents at end of period | 36.2 | 15.1 | 28.6 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 300 | 0 | 0 |
Settlement of intercompany note payable | 29.6 | 0 | 0 |
Accrued debt issuance costs | 1.5 | 0 | 0 |
Eliminations | |||
OPERATING ACTIVITIES | |||
Net cash (used in) provided by operating activities | (2.4) | 0 | 0 |
INVESTING ACTIVITIES | |||
Capital expenditures | 0 | 0 | 0 |
Acquisition of business, net of cash acquired | 0 | ||
Proceeds from sales of other assets | 0 | ||
Purchases of investments | 0 | 0 | |
Other investing activities | 0 | ||
Net cash used in investing activities | 0 | 0 | 0 |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 0 | ||
Payments on long-term debt | 0 | ||
Net change in short-term debt | 0 | 0 | 0 |
Debt issuance costs | 0 | ||
Payments on note payable with an RRD affiliate | 0 | 0 | |
Net transfers to Parent and affiliates | 0 | 0 | 0 |
Net cash used in financing activities | 0 | 0 | 0 |
Effect of exchange rate on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (2.4) | 0 | 0 |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 |
Cash and cash equivalents at end of period | (2.4) | 0 | 0 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 0 | ||
Settlement of intercompany note payable | 0 | ||
Accrued debt issuance costs | 0 | ||
Parent | |||
OPERATING ACTIVITIES | |||
Net cash (used in) provided by operating activities | (1.2) | 0 | 0 |
INVESTING ACTIVITIES | |||
Capital expenditures | 0 | 0 | 0 |
Acquisition of business, net of cash acquired | 0 | ||
Proceeds from sales of other assets | 0 | ||
Purchases of investments | 0 | 0 | |
Other investing activities | 0 | ||
Net cash used in investing activities | 0 | 0 | 0 |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 348.2 | ||
Payments on long-term debt | (50) | ||
Net change in short-term debt | 0 | 0 | 0 |
Debt issuance costs | (9.3) | ||
Payments on note payable with an RRD affiliate | 0 | 0 | |
Net transfers to Parent and affiliates | (287.7) | 0 | 0 |
Net cash used in financing activities | 1.2 | 0 | 0 |
Effect of exchange rate on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | 0 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 300 | ||
Settlement of intercompany note payable | 0 | ||
Accrued debt issuance costs | 1.5 | ||
Guarantor Subsidiaries | |||
OPERATING ACTIVITIES | |||
Net cash (used in) provided by operating activities | 103.2 | 106.7 | 108 |
INVESTING ACTIVITIES | |||
Capital expenditures | (23.6) | (25.9) | (27.3) |
Acquisition of business, net of cash acquired | 0 | ||
Proceeds from sales of other assets | 5.3 | ||
Purchases of investments | (3.5) | (10) | |
Other investing activities | 0 | ||
Net cash used in investing activities | (27.1) | (35.9) | (22) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 0 | ||
Payments on long-term debt | 0 | ||
Net change in short-term debt | 0 | 0 | 0 |
Debt issuance costs | 0 | ||
Payments on note payable with an RRD affiliate | (14.6) | (14.7) | |
Net transfers to Parent and affiliates | (54.4) | (56.2) | (71.9) |
Net cash used in financing activities | (54.4) | (70.8) | (86.6) |
Effect of exchange rate on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 21.7 | 0 | (0.6) |
Cash and cash equivalents at beginning of year | 0.1 | 0.1 | 0.7 |
Cash and cash equivalents at end of period | 21.8 | 0.1 | 0.1 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 0 | ||
Settlement of intercompany note payable | 29.6 | ||
Accrued debt issuance costs | 0 | ||
Non-guarantor Subsidiaries | |||
OPERATING ACTIVITIES | |||
Net cash (used in) provided by operating activities | 6.4 | 14.2 | 17.3 |
INVESTING ACTIVITIES | |||
Capital expenditures | (2.6) | (1.2) | (1.5) |
Acquisition of business, net of cash acquired | (6) | ||
Proceeds from sales of other assets | 0 | ||
Purchases of investments | 0 | 0 | |
Other investing activities | 0.4 | ||
Net cash used in investing activities | (2.2) | (1.2) | (7.5) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of long-term debt | 0 | ||
Payments on long-term debt | 0 | ||
Net change in short-term debt | (8.8) | (24) | (12.8) |
Debt issuance costs | 0 | ||
Payments on note payable with an RRD affiliate | (0.2) | 0 | |
Net transfers to Parent and affiliates | 2 | 0.2 | 9 |
Net cash used in financing activities | (6.8) | (24) | (3.8) |
Effect of exchange rate on cash and cash equivalents | 4.4 | (2.5) | 2 |
Net increase (decrease) in cash and cash equivalents | 1.8 | (13.5) | 8 |
Cash and cash equivalents at beginning of year | 15 | 28.5 | 20.5 |
Cash and cash equivalents at end of period | 16.8 | $ 15 | $ 28.5 |
Supplemental non-cash disclosure: | |||
Debt exchange with RR Donnelley, including $5.5 million of debt issuance costs | 0 | ||
Settlement of intercompany note payable | 0 | ||
Accrued debt issuance costs | $ 0 |
Guarantor Financial Informat115
Guarantor Financial Information - Condensed Consolidating Statements of Cash Flows (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Debt issuance costs | $ 5.5 |