Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34806 Quad/Graphics, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpor ...

Financial Data and Key Metrics Changes - The company achieved a 9% increase in net sales, excluding divestitures, marking the fourth consecutive quarter of sales growth [8][27] - Net sales for Q1 2022 were $744 million, up 5% from 2021, with a 9% increase when excluding the June 2021 divestiture [28] - Adjusted EBITDA decreased to $49 million in Q1 2022 from $70 million in Q1 2021, primarily due to supply chain disruptions and cost inflation [30] - Adjusted diluted earnings per share fell to $0.04 in Q1 2022 from $0.19 in Q1 2021 [31] - Free cash flow was negative $36 million in Q1 2022, a decrease of $92 million compared to 2021 [32] - Net debt increased by $40 million to $664 million as of March 31, 2022, with a debt leverage ratio of 2.77 times [33] Business Line Data and Key Metrics Changes - The targeted print segment saw a 3% increase in catalog business for the quarter and a 20% increase over the trailing 12 months [42] - Direct mail increased over 21% in the quarter, while packaging grew by about 4% [42] - Large scale print, including retail inserts and magazines, experienced declines of about 20% and 7% respectively [40] Market Data and Key Metrics Changes - The company faced macroeconomic headwinds such as inflationary cost pressures and supply chain constraints, impacting net earnings and adjusted EBITDA [9] - The company implemented a price increase effective May 15, 2022, in response to rising costs [9][30] Company Strategy and Development Direction - The company is transforming into a marketing experience company, focusing on integrated marketing solutions that streamline and enhance client engagement [11][12] - Investments are being made in talent acquisition, technology solutions, and next-gen printing capabilities to strengthen competitive positioning [13][14] - The company aims to diversify revenue into higher value and higher-margin offerings while managing expected declines in large scale print [10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges from inflation and supply chain issues but expressed confidence in the company's strategy and future as a marketing experience company [56] - The company plans to remain nimble with pricing to mitigate negative impacts from supply chain disruptions and cost inflation [36] Other Important Information - The Postal Service Reform Act was signed into law, which is expected to save the Postal Service approximately $50 billion over the next 10 years [17] - The company is committed to sustainability and has been recognized for its efforts in this area, which is a core part of its ESG strategy [21][23] Q&A Session Summary Question: Insights on industry and segment trends - Management noted that large scale print is expected to continue its organic decline, with retail inserts down about 20% and magazines down about 7% [40] - Targeted print segments performed well, with catalog business up 3% and direct mail up over 21% [42] Question: Unique position as a marketing experience company - The company differentiates itself by offering a one-stop shop that integrates both planning and execution in marketing [44][46] Question: Impact of paper constraints - Paper constraints affected net sales, which were guided to increase by 3% to 7%, but the company managed to achieve a 9% increase despite these challenges [48] Question: Growth investments to distinguish marketing platform - The company invested $19 million in capital expenditures in Q1 2022, focusing on automation and faster printing presses [51] - Additional investments in labor and talent acquisition were highlighted to prepare for peak season [52][54]

J.P. Morgan 2022 Global High Yield & Leveraged Finance Conference March 2, 2022 Presenters & Forward-Looking Statements Tony Staniak Chief Financial Officer Kelly Vanderboom Executive Vice President, Treasurer & President of Logistics Forward-Looking Statements This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about t ...

Quad/Graphics, Inc. (QUAD) Q4 2021 Earnings Conference Call February 23, 2022 10:00 AM ET Company Participants Katie Krebsbach - Investor Relations Manager Joel Quadracci - Chairman, President & Chief Executive Officer Tony Staniak - Chief Financial Officer Conference Call Participants Operator Good morning ladies and gentlemen. Welcome to Quad’s Fourth Quarter and Full Year 2021 Conference Call. During today’s call, all participants will be in listen-only mode. [Operator Instructions] A slide presentation ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or For the transition period from to Commission File Number 001-34806 QUAD/GRAPHICS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1152983 (State or other jurisdiction of incorporat ...

4 th Quarter 2021 Earnings Call February 23, 2022 Call Participants & Forward-Looking Statements Tony Staniak Chief Financial Officer Joel Quadracci Chairman, President & Chief Executive Officer Forward-Looking Statements This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company's future results, financial c ...

3 rd Quarter 2021 Earnings Call November 3, 2021 Call Participants & Forward-Looking Statements Joel Quadracci Chairman, President & Chief Executive Officer Dave Honan Executive Vice President & Chief Financial Officer Forward-Looking Statements This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company's fut ...

Financial Data and Key Metrics Changes - The company reported net sales of $706 million in Q3 2021, a 4% increase from 2020, with organic net sales up 7% excluding divested businesses [32] - Year-to-date net sales reached $2.1 billion, up 1% from the same period in 2020, with organic growth of 2% [33] - Adjusted EBITDA for Q3 was $64 million, a 6% increase, with an adjusted EBITDA margin of 9.1%, up from 8.9% in 2020 [35] - Year-to-date adjusted EBITDA was $190 million, a 3% decrease from 2020, with a margin of 9.0% compared to 9.4% in 2020 [37] - Free cash flow was negative $20 million for the first nine months of 2021, a decrease of $76 million compared to the same period in 2020 [38] Business Line Data and Key Metrics Changes - Print product sales grew by 10% in Q3, while Agency Solutions sales increased by 8% [32] - Year-to-date logistics business saw a 13% growth, and Agency Solutions sales increased by 9% [33] - Direct mail experienced single-digit growth year-to-date, while catalog saw a 14% increase in the number of books and a 19% increase in pages per book [55] Market Data and Key Metrics Changes - The company faced significant supply chain challenges, particularly with paper shortages impacting sales growth [58] - Labor market conditions remained tight, necessitating increased investments in wages and hiring incentives [65] Company Strategy and Development Direction - The company is focused on debt reduction, having reduced net debt by approximately 15% or $140 million over the past 12 months [12] - A price increase for select materials and a manufacturing surcharge were introduced to offset rising costs [10] - The company continues to invest in data and analytics to enhance marketing solutions for clients [14] Management's Comments on Operating Environment and Future Outlook - Management expects supply chain issues and inflationary pressures to persist, but remains proactive in adapting to changes [10] - The company reaffirmed its 2021 outlook, anticipating organic growth of 1% to 3% and adjusted EBITDA guidance of $240 million to $260 million [44] - Management emphasized the importance of maintaining a sustainable operating environment before reinstating dividends [69] Other Important Information - The company extended its $1 billion bank debt agreement to November 2026, enhancing financial flexibility [31] - A comprehensive ESG report is set to be released, detailing the company's sustainability initiatives [24] Q&A Session Summary Question: What trends are you seeing from marketers as it relates to the holiday season? - Management noted a chaotic year with visibility challenges due to pandemic impacts and supply chain issues, with retail inserts continuing to decline [51][52] - Catalogs have seen reinvestment and growth, outperforming industry trends [55] Question: Can you elaborate on supply chain challenges and labor shortages? - The biggest challenges have been paper shortages and a tight labor market, with significant inflation across cost inputs [57] - The company is addressing these issues as if they are not transitory, ensuring operational readiness [58] Question: What are your latest thoughts on reinstituting a dividend? - Management expressed a desire to return to dividends but emphasized the need for a stable operating environment and reduced debt leverage [69][70]

PART I — FINANCIAL INFORMATION Details Quad/Graphics' unaudited financial statements and management's analysis for Q3 and YTD 2021 [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Presents Quad/Graphics' unaudited financial statements, showing improved net earnings and reduced debt for Q3 and YTD 2021 [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details Q3 and YTD 2021 operating results, showing increased net sales and significant improvement in net earnings Q3 Financial Performance (Three Months Ended Sep 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Total Net Sales** | $706.1M | $679.3M | | **Operating Income** | $28.0M | $6.3M | | **Net Earnings Attributable to Quad** | $14.3M | $1.6M | | **Diluted EPS** | $0.27 | $0.03 | Year-to-Date Financial Performance (Nine Months Ended Sep 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Total Net Sales** | $2,105.8M | $2,086.3M | | **Operating Income** | $97.0M | $8.5M | | **Net Earnings (Loss) Attributable to Quad** | $58.9M | ($34.3M) | | **Diluted EPS** | $1.12 | ($0.68) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the balance sheet as of September 30, 2021, highlighting reduced total debt and increased shareholders' equity Balance Sheet Comparison (in millions) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $743.0 | $679.2 | | **Total Assets** | $1,842.0 | $1,927.7 | | **Total Current Liabilities** | $867.7 | $682.7 | | **Long-Term Debt** | $563.8 | $902.7 | | **Total Liabilities** | $1,697.3 | $1,842.9 | | **Total Shareholders' Equity** | $144.7 | $84.8 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows for YTD 2021, showing decreased operating cash flow and significant debt payments Cash Flow Summary (Nine Months Ended Sep 30, in millions) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $22.1 | $107.4 | | **Net Cash from Investing Activities** | $67.4 | $7.0 | | **Net Cash from Financing Activities** | ($117.1) | ($99.9) | | **Net (Decrease) Increase in Cash** | ($27.8) | $14.2 | | **Cash at End of Period** | $27.4 | $92.9 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Provides detailed disclosures on accounting policies, revenue, discontinued operations, and debt covenant amendments - The company's Book business results are reported as discontinued operations for 2020 periods following its sale, which was completed in 2020[29](index=29&type=chunk)[41](index=41&type=chunk) Restructuring, Impairment & Transaction-Related Charges (in millions) | Charge Type | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Employee termination | $1.0 | $3.3 | $8.5 | $25.4 | | Impairment charges | $0.3 | $— | $2.0 | $4.2 | | Other restructuring (income) | $6.1 | $5.4 | ($14.3) | $16.4 | | **Total** | **$7.4** | **$9.8** | **($3.4)** | **$49.0** | - On November 2, 2021, subsequent to the quarter's end, the company amended its Senior Secured Credit Facility to extend the maturity of a portion of its revolving credit and term loan facilities to November 2026 and modify certain covenants[129](index=129&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2021 financial performance, strategic priorities, market trends, and liquidity [Overview](index=41&type=section&id=Overview) Outlines the company's strategic priorities and discusses key industry trends and operational challenges - The company's strategic priorities include expanding client relationships, growing in key verticals (e.g., healthcare, direct-to-consumer), making disciplined investments, and strengthening its core integrated marketing platform[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - Management highlights significant industry headwinds, including digital substitution, excess manufacturing capacity, and competitive pricing pressure[139](index=139&type=chunk)[163](index=163&type=chunk) - The company is experiencing inflationary cost pressures and supply chain shortages in raw materials, distribution, and labor, which are expected to continue through at least the end of 2021[171](index=171&type=chunk)[172](index=172&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Analyzes Q3 and YTD 2021 operating results, highlighting sales growth, increased operating income, and EBITDA Q3 2021 vs Q3 2020 Operating Results (in millions) | Line Item | Q3 2021 | Q3 2020 | $ Change | | :--- | :--- | :--- | :--- | | **Total Net Sales** | $706.1 | $679.3 | $26.8 | | **Total Cost of Sales** | $574.1 | $543.3 | $30.8 | | **Operating Income** | $28.0 | $6.3 | $21.7 | - The increase in Q3 operating income was primarily driven by higher print volume, a **$10.8 million gain** from a sale and leaseback, a **$9.1 million net benefit** from property insurance claims, and a **$6.1 million decrease** in depreciation and amortization[174](index=174&type=chunk)[180](index=180&type=chunk) EBITDA Reconciliation (Non-GAAP, in millions) | Period | Net Earnings | Interest | Taxes | D&A | EBITDA | | :--- | :--- | :--- | :--- | :--- | :--- | | **Q3 2021** | $14.3 | $15.0 | $2.3 | $38.7 | $70.3 | | **Q3 2020** | $1.6 | $17.9 | ($12.0) | $44.8 | $52.3 | | **YTD 2021** | $58.9 | $45.1 | $4.1 | $119.3 | $227.4 | | **YTD 2020** | ($34.3) | $52.2 | ($17.5) | $138.9 | $139.3 | [Liquidity and Capital Resources](index=64&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses liquidity, cash flow, and debt leverage, noting a decrease in operating cash flow and improved debt ratio - Total liquidity was **$490.6 million** as of September 30, 2021, with no borrowings outstanding on the **$500.0 million** revolving credit facility[251](index=251&type=chunk) Free Cash Flow (Non-GAAP, in millions) | Line Item | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $22.1 | $107.4 | | Less: purchases of property, plant and equipment | ($41.6) | ($50.7) | | **Free Cash Flow** | **($19.5)** | **$56.7** | Debt Leverage Ratio (Non-GAAP) | Metric | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Debt & Finance Leases | $826.1M | $928.2M | | Less: Cash | $27.4M | $55.2M | | **Net Debt** | **$798.7M** | **$873.0M** | | Trailing 12-Mo Adjusted EBITDA | $254.0M | $260.4M | | **Debt Leverage Ratio** | **3.14x** | **3.35x** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses market risks including interest rates, foreign currency, credit, and commodities, and their mitigation strategies - The company manages interest rate risk on its variable-rate debt by using interest rate swaps to effectively fix the rate on **$380.0 million** of its debt[281](index=281&type=chunk) - The economy in Argentina has been classified as highly inflationary since June 30, 2018, requiring the functional currency of its Argentine subsidiaries to be the U.S. Dollar[286](index=286&type=chunk) - Commodity risk is primarily related to paper, ink, and energy, with the majority of paper supplied by clients and most ink produced in-house, mitigating price and supply volatility[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk) [Item 4. Controls and Procedures](index=72&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures with no material changes in internal controls - The company's management concluded that disclosure controls and procedures were effective as of the end of the reporting period[296](index=296&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[297](index=297&type=chunk) PART II — OTHER INFORMATION Presents other required information, including risk factors, equity sales, and exhibits [Item 1A. Risk Factors](index=73&type=section&id=ITEM%201A.%20Risk%20Factors) States no material changes to previously disclosed risk factors from the 2020 Annual Report - No material changes to risk factors were reported compared to the disclosures in the 2020 Form 10-K[299](index=299&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no unregistered sales of equity securities or share repurchases during Q3 2021 - The company did not repurchase any of its Class A common stock during the third quarter of 2021[301](index=301&type=chunk) - As of September 30, 2021, **$100.0 million** remained authorized for future repurchases under the existing program[301](index=301&type=chunk) [Item 6. Exhibits](index=74&type=section&id=ITEM%206.%20Exhibits) Lists exhibits filed with the report, including CEO/CFO certifications and iXBRL financial data - The exhibits filed with this report include certifications from the CEO and CFO as required by the Securities Exchange Act of 1934, and financial data in iXBRL format[303](index=303&type=chunk)

2nd Quarter 2021 Earnings Call August 4, 2021 0112490 EARS Y Call Participants & Forward-Looking Statements Joel Quadracci Chairman, President & Chief Executive Officer Dave Honan Executive Vice President & Chief Financial Officer Forward-Looking Statements This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the C ...