What the changes say
- DFIN refined debt facilities with a $115.0 million term loan A and a $300.0 million revolving facility maturing in 2030.
- Referral dependency and healthcare claim history emerged as distinct risk factors while paper supply chain risks were dropped.
What changed since the prior 10-K
New
- NewBusiness, Economic, Market and Operating Risks
reductions in clients’ spending levels
The Company could face increased costs and reduced net sales if investment banks, law firms, and financial advisors reduce client referrals.
Dropped
- DroppedBusiness, Economic, Market and Operating Risks
The Company’s performance and growth partially depend on its ability to generate client referrals and to develop referenceable client relationships that will enhance the Company’s sales and marketing efforts
- DroppedBusiness, Economic, Market and Operating Risks
Fluctuations in the costs and availability of paper and other raw materials may adversely impact the Company
- DroppedLegal and Regulatory Risks
Changes in market conditions, changes in discount rates, or lower returns on assets may increase required pension and other postretirement benefits plans contributions in future periods
- DroppedLegal and Regulatory Risks
The Company may be unable to effectuate the termination of its frozen primary defined benefit plan (the “Plan”) on favorable terms or at all
Reworded
- 73% rewrittenBusiness, Economic, Market and Operating Risks
The agreements and instruments that govern the Company’s debt impose restrictions that may limit the Company’s operating and financial flexibility
Updated credit agreement terms to March 13, 2025, providing a $115.0 million term loan A facility and a revolving facility maturing on March 13, 2030.
- 45% rewrittenBusiness, Economic, Market and Operating Risks
A failure to successfully develop, introduce or integrate new offerings or enhancements to DFIN’s services and products platforms, systems or applications, may harm DFIN’s reputation, and cause its net sales and operating income to suffer
Added the threat that new offerings may be developed specifically to address regulatory changes or compliance needs.
Was: A failure to successfully develop, introduce or integrate new services or enhancements to DFIN’s services and products platforms, systems or applications, may harm DFIN’s reputation, and cause its net sales and operating income to suffer
- 34% rewrittenBusiness, Economic, Market and Operating Risks
The trend of increasing costs to provide health care and other benefits to employees and retirees may continue
Added employee base average age and claim history as factors impacting healthcare benefit costs.
- 31% rewrittenBusiness, Economic, Market and Operating Risks
changes in the general economic, industry and market conditions
Added algorithmic and high-frequency trading as potential causes of common stock volatility.
- 25% rewrittenBusiness, Economic, Market and Operating Risks
A substantial part of the Company’s business depends on clients continuing their use of DFIN’s services and products. Any decline in the Company’s client retention would harm the Company’s future operating results
Added client perception of the regulatory environment as a factor that could impact interest in DFIN's services.
- 24% rewrittenBusiness, Economic, Market and Operating Risks
The Company may become liable for funding obligations arising from multi-employer pension plans (“MEPP”) obligations of the Company’s former affiliates
Clarified the historical separation details involving RRD and LSC Communications, Inc. regarding multi-employer pension plan liabilities.
- 22% rewrittenTechnology Risks
The Company’s business may be adversely affected if it fails to adapt to technological changes and address the changing demands of clients, including those related to AI
Retained the risk regarding artificial intelligence and machine learning impacting client workflows without substantive textual changes.
Was: The Company’s business may be adversely affected if it fails to adapt to technological changes and address the changing demands of clients, including new technologies enabling clients to produce and file documents on their own
- 21% rewrittenBusiness, Economic, Market and Operating Risks
The Company may be able to incur significantly more debt
Updated available borrowing under the Revolving Facility to $237.6 million as of December 31, 2025.
- 21% rewrittenLegal and Regulatory Risks
Modifications in the rules and regulations to which clients or potential clients are subject to may impact the demand for the Company’s services and products offerings
- 20% rewrittenBusiness, Economic, Market and Operating Risks
A significant part of the Company’s business is derived from the use of DFIN’s services and products in connection with financial and strategic business transactions. Trends that affect the volume of these transactions may negatively impact the demand for DFIN’s services and products
All 30 risk factors
Headings as the filing states them, in filing order.
Technology Risks
- 01The Company’s failure to maintain the confidentiality, integrity and availability of its systems, software and solutions could seriously damage the Company’s reputation and affect its ability to retain clients and attract new business
- 02The Company’s business may be adversely affected if it fails to adapt to technological changes and address the changing demands of clients, including those related to AI22% rewritten
- 03In the event of a material disruptive event, the Company’s disaster recovery and business continuity plans may fail, which could adversely interrupt operations
- 04If the Company is unable to protect its proprietary technology and other rights, the value of DFIN’s business and its competitive position may be impaired
- 05Undetected errors or failures found in DFIN’s services and products may result in loss of or delay in market acceptance of the services and products, a need for non-billable customer service and support or other effects that could negatively impact its business
Business, Economic, Market and Operating Risks
- 06A significant part of the Company’s business is derived from the use of DFIN’s services and products in connection with financial and strategic business transactions. Trends that affect the volume of these transactions may negatively impact the demand for DFIN’s services and products20% rewritten
- 07The quality of the Company’s customer support and services offerings is important to the Company’s clients, and if the Company fails to offer high quality customer support and services, clients may not use DFIN’s solutions resulting in a potential decline in net sales
- 08A substantial part of the Company’s business depends on clients continuing their use of DFIN’s services and products. Any decline in the Company’s client retention would harm the Company’s future operating results25% rewritten
- 09reductions in clients’ spending levelsNew
- 10A failure to successfully develop, introduce or integrate new offerings or enhancements to DFIN’s services and products platforms, systems or applications, may harm DFIN’s reputation, and cause its net sales and operating income to suffer45% rewritten
- 11The highly competitive market for DFIN’s services and products, clients’ budgetary constraints and industry fragmentation may create adverse price dynamics
- 12The Company may be unable to hire and retain talented employees, including management
- 13The Company’s reliance on strategic relationships as part of its business strategy may adversely affect the development of DFIN’s business in those areas
- 14The trend of increasing costs to provide health care and other benefits to employees and retirees may continue34% rewritten
- 15DFIN’s business is dependent upon brand recognition and reputation, and the failure to maintain or enhance the Company’s brand or reputation would likely have an adverse effect on its business
- 16There are risks associated with operations outside the United States
- 17compliance with applicable anti-corruption and sanction laws and regulations
- 18The Company may become liable for funding obligations arising from multi-employer pension plans (“MEPP”) obligations of the Company’s former affiliates24% rewritten
- 19The Company’s indebtedness may adversely affect the Company’s business and results of operations, financial position and cash flows
- 20The agreements and instruments that govern the Company’s debt impose restrictions that may limit the Company’s operating and financial flexibility73% rewritten
- 21consolidate, merge or sell all or substantially all of the Company’s assets
- 22The Company may be able to incur significantly more debt21% rewritten
- 23Adverse credit market conditions may limit the Company’s ability to obtain future financing
- 24The Company is exposed to risks related to potential adverse changes in currency exchange rates
- 25Fluctuations in DFIN’s operating results or unfavorable commentary in the research and reports that equity research analysts publish about the Company or algorithmic trading may negatively affect the Company's stock price
- 26changes in the general economic, industry and market conditions31% rewritten
- 27The future sale of shares of the Company’s common stock may negatively affect the stock price
- 28The Company’s management, subject to the Board’s oversight in certain circumstances, has broad discretion in the use of its existing cash resources and may not use such funds effectively
Legal and Regulatory Risks
- 29Modifications in the rules and regulations to which clients or potential clients are subject to may impact the demand for the Company’s services and products offerings21% rewritten
- 30Increasing regulatory focus on privacy issues and expanding laws could impact DFIN’s software solutions and expose the Company to increased liability
Other Donnelley Financial Solutions 10-Ks
- FY2024 10-K risk factors33 risks
Technology transitions, capital markets activity, and regulatory compliance heavily dominate the risk profile of Donnelley Financial Solutions.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.