[PART I: FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Quad/Graphics reported a net earning of $10.2 million in Q1 2021, reversing a prior-year loss, driven by lower restructuring charges and reduced operating expenses, despite decreased net sales Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | **Total net sales** | **$705.8 million** | **$822.5 million** | | Operating income from continuing operations | $21.0 million | $5.0 million | | Net earnings (loss) attributable to Quad common shareholders | $10.2 million | $(12.4) million | | **Diluted earnings (loss) per share** | **$0.19** | **$(0.25)** | Condensed Consolidated Balance Sheet Summary | Metric | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Total current assets | $633.7 million | $679.2 million | | **Total assets** | **$1,837.2 million** | **$1,927.7 million** | | Total current liabilities | $628.7 million | $682.7 million | | **Total liabilities** | **$1,744.1 million** | **$1,842.9 million** | | Total shareholders' equity | $93.1 million | $84.8 million | Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | **$72.9 million** | **$44.7 million** | | Net cash (used in) provided by investing activities | $(6.0) million | $14.3 million | | Net cash (used in) provided by financing activities | $(41.4) million | $70.7 million | | **Cash and cash equivalents at end of period** | **$80.6 million** | **$207.8 million** | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes detail key accounting policies and financial activities, including revenue disaggregation, restructuring charges, debt management, and discontinued operations - The COVID-19 pandemic has negatively impacted the business, leading to cost reduction initiatives and an amendment to the Senior Secured Credit Facility for financial covenant relief through September 30, 2021[28](index=28&type=chunk) Disaggregated Revenue (Q1 2021 vs Q1 2020) | Revenue Category | Q1 2021 (Million) | Q1 2020 (Million) | % Change | | :--- | :--- | :--- | :--- | | **Total Products** | **$526.0** | **$645.0** | **-18.4%** | | - US Print & Related | $459.9 | $563.6 | -18.4% | | - International | $66.1 | $81.4 | -18.8% | | **Total Services** | **$179.8** | **$177.5** | **+1.3%** | | - US Print & Related | $174.7 | $173.0 | +1.0% | | - International | $5.1 | $4.5 | +13.3% | | **Total Net Sales** | **$705.8** | **$822.5** | **-14.2%** | Restructuring, Impairment and Transaction-Related Charges | Charge Type | Q1 2021 (Million) | Q1 2020 (Million) | | :--- | :--- | :--- | | Employee termination charges | $4.7 | $12.6 | | Impairment charges | $0.8 | $2.5 | | Other restructuring charges (income) | $(3.1) | $6.5 | | **Total** | **$2.6** | **$22.8** | - The company's Book business is reported as a discontinued operation following its sale in 2020, generating a loss from discontinued operations of **$3.8 million** net of tax for Q1 2020[27](index=27&type=chunk)[39](index=39&type=chunk) - As of March 31, 2021, total debt was **$888.1 million**, down from **$923.4 million** at December 31, 2020, with the company in compliance with all debt covenants, including a Maximum Total Net Leverage Ratio of **3.18 to 1.00** against a covenant of **4.50 to 1.00**[65](index=65&type=chunk)[70](index=70&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 14.2% YoY decline in net sales primarily to ongoing print industry volume pressure and decreased pass-through paper sales, while improved profitability stemmed from reduced restructuring charges and SG&A expenses - The company's strategic priorities include growing as a marketing solutions partner, strengthening its core integrated marketing platform, empowering employees, and enhancing financial strength through disciplined capital management and debt reduction[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) Key Performance Metrics (Q1 2021 vs Q1 2020) | Metric | Q1 2021 (Million) | Q1 2020 (Million) | | :--- | :--- | :--- | | Net Sales | $705.8 | $822.5 | | Operating Income | $21.0 | $5.0 | | EBITDA (Non-GAAP) | $67.1 | $51.9 | | Free Cash Flow (Non-GAAP) | $56.0 | $15.7 | - The Debt Leverage Ratio decreased to **3.24x** at March 31, 2021, from **3.35x** at December 31, 2020, due to a **$61.0 million** decrease in Net Debt, though it remains above the target range of **2.0x-2.5x** due to pandemic impacts[207](index=207&type=chunk)[208](index=208&type=chunk) - Total liquidity was **$543.7 million** as of March 31, 2021, comprising **$80.6 million** in cash and **$463.1 million** of unused revolving credit facility capacity, deemed sufficient for ongoing requirements[195](index=195&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Total net sales fell 14.2% to $705.8 million in Q1 2021, primarily due to decreased product sales, while improved profitability was driven by significant reductions in SG&A and restructuring charges Consolidated Operating Results Summary (Q1 2021 vs Q1 2020) | Line Item | Q1 2021 (Million) | Q1 2020 (Million) | % Change | | :--- | :--- | :--- | :--- | | Total net sales | $705.8 | $822.5 | -14.2% | | Total cost of sales | $559.8 | $647.7 | -13.6% | | Selling, general & administrative expenses | $80.5 | $99.6 | -19.2% | | Restructuring, impairment and transaction-related charges | $2.6 | $22.8 | -88.6% | | **Operating income from continuing operations** | **$21.0** | **$5.0** | **+320.0%** | - Product sales decreased by **$119.0 million**, driven by a **$59.5 million** decline in print product lines, a **$52.4 million** decrease in pass-through paper sales, and a **$7.5 million** decrease from the divestiture of the Omaha packaging plant[166](index=166&type=chunk) - SG&A expenses decreased by **$19.1 million**, primarily due to an **$8.7 million** decrease in employee-related costs, a **$6.1 million** decrease from foreign translation impacts, and a **$4.4 million** decrease in credit loss expense[170](index=170&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity remains strong with $543.7 million available, driven by significantly increased net cash from operating activities and improved Free Cash Flow, alongside debt reduction and covenant compliance Free Cash Flow (Non-GAAP) | Component | Q1 2021 (Million) | Q1 2020 (Million) | | :--- | :--- | :--- | | Net cash provided by operating activities | $72.9 | $44.7 | | Less: purchases of property, plant and equipment | $(16.9) | $(29.0) | | **Free Cash Flow** | **$56.0** | **$15.7** | - Net cash from operating activities increased by **$28.2 million** year-over-year, mainly due to a **$35.0 million** positive change in operating assets and liabilities[197](index=197&type=chunk) - The company was in compliance with all financial covenants as of March 31, 2021, with limitations on dividends and share repurchases during the 'Covenant Relief Period' (through September 30, 2021) if the Total Net Leverage Ratio is above **2.75x**[210](index=210&type=chunk)[211](index=211&type=chunk)[215](index=215&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates, foreign currency, credit, and commodity prices through strategies like interest rate swaps, client diversification, and contractual clauses - To manage interest rate risk, the company uses interest rate swaps to classify **$380.0 million** of its variable-rate debt as fixed-rate debt, with **$246.7 million** in variable-rate debt and **$645.9 million** in fixed-rate debt as of March 31, 2021[220](index=220&type=chunk) - Foreign currency translation risk applies to net current assets of foreign subsidiaries, which stood at **$34.1 million**, where a hypothetical 10% adverse change would result in a **$3.4 million** decrease[222](index=222&type=chunk) - Credit risk is managed through client evaluation and monitoring, with an allowance for credit losses of **$33.3 million** as of March 31, 2021, and no single client exceeding 5% of net sales in Q1 2021[226](index=226&type=chunk)[227](index=227&type=chunk) - Commodity risk is mitigated as most paper is client-supplied, the company produces its own ink, and price adjustment clauses in contracts help offset raw material price volatility[229](index=229&type=chunk)[230](index=230&type=chunk) [Item 4. Controls and Procedures](index=63&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2021[233](index=233&type=chunk) - No changes occurred during the fiscal quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[234](index=234&type=chunk) [PART II: OTHER INFORMATION](index=64&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1A. Risk Factors](index=64&type=section&id=ITEM%201A.%20Risk%20Factors) The company reports no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020 - There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020[237](index=237&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase shares under its $100.0 million program due to debt covenant restrictions but did acquire shares from employees for tax withholding purposes - The company has a **$100.0 million** share repurchase program, but no shares were repurchased during the three months ended March 31, 2021, with the full **$100.0 million** remaining available[238](index=238&type=chunk)[241](index=241&type=chunk) - The company is currently prohibited from repurchasing capital stock due to restrictions in its Senior Secured Credit Facility, which are in effect during the Covenant Relief Period ending September 30, 2021[241](index=241&type=chunk) - In March 2021, **258,670 shares** of Class A common stock were transferred from employees to the Company to satisfy tax withholding requirements in connection with vesting restricted stock[241](index=241&type=chunk) [Item 6. Exhibits](index=65&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including CEO and CFO certifications and financial statements formatted in iXBRL

Financial Performance - Net sales decreased from $822.5 million to $705.8 million[16] - Adjusted EBITDA decreased from $75.4 million to $65.8 million[16] - Adjusted EBITDA margin increased slightly from 9.2% to 9.3%[16] - Free cash flow increased significantly from $15.7 million to $56.0 million[16] - The debt leverage ratio improved from 3.35x to 3.24x[37] Debt and Liquidity - Cash on hand was $81 million[21] - Unused capacity under the revolver was $463 million[21] - Next significant debt maturity is $239 million in May 2022[21] - 72% of debt is fixed rate[20] Outlook - The company expects full-year net sales to be flat to down a low single-digit percentage compared to 2020[22] - For the second quarter, the company expects net sales to increase by 10% to 13% compared to Q2 2020[23] - The company expects to further improve the Debt Leverage Ratio to be at or near 30x by the end of 2021[25]

Quad/Graphics, Inc. (QUAD) Q4 2020 Earnings Conference Call February 24, 2021 10:00 AM ET Company Participants Katie Krebsbach - IR Lead Joel Quadracci - Chairman, President & CEO David Honan - EVP & CFO Conference Call Participants Operator Good morning, ladies and gentlemen, and welcome to Quad's Fourth Quarter 2020 Conference Call. [Operator Instructions]. I would now like to turn the conference over to Katie Krebsbach, Quad's Investor Relations lead. Katie, please go ahead. Katie Krebsbach Thank you, op ...

Table of Contents 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, 2020 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) Wisconsin 39-1152983 (State or other jurisdic ...

Quad/Graphics Inc. (QUAD) Q3 2020 Earnings Conference Call November 4, 2020 10:00 AM ET Company Participants Katie Krebsbach - Investor Relations Lead Joel Quadracci - Chairman, President and Chief Executive Officer David Honan - Executive Vice President and Chief Financial Officer Conference Call Participants Operator Good morning, ladies and gentlemen and welcome to Quad's Third Quarter 2020 Conference Call. During todayÂ's call, all participants will be in a listen-only mode. [Operator Instructions] A sl ...

3 rd Quarter 2020 Earnings Call November 4, 2020 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 ...