Quad/Graphics Inc-A 2025年季度报告

Wisconsin N61 W23044 Harry’s Way,Sussex,Wisconsin53089-3995(Address of principal executive offices) (Zip Code)(414)566-6000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was requiredto submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. Table of Contents QUAD/GRAPHICS, INC.FORM 10-Q INDEXFor the Quarter Ended September30, 2025 PART IFINANCIAL INFORMATION3ITEM 1.Condensed Consolidated Financial Statements (Unaudited)3Condensed Consolidated Statements of Operations (Unaudited)3Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)4Condensed Consolidated Balance Sheets (Unaudited)5Condensed Consolidated Statements of Cash Flows (Unaudited)6Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)7Notes to Condensed Consolidated Financial Statements (Unaudited)9ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations31ITEM 3.Quantitative and Qualitative Disclosures About Market Risk60ITEM 4.Controls and Procedures62PART IIOTHER INFORMATION63ITEM 1A.Risk Factors63ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds63ITEM 5.Other Information63ITEM 6.Exhibits64Signatures65 PARTI — FINANCIAL INFORMATION QUAD/GRAPHICS,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in millions, except per share data)(UNAUDITED) QUAD/GRAPHICS,INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in millions) QUAD/GRAPHICS,INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)(UNAUDITED) QUAD/GRAPHICS,INC.CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(in millions)(UNAUDITED) Condensed Consolidated Statement of Shareholders’ Equity For the Nine Months Ended September30, 2025 QUAD/GRAPHICS,INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025(In millions, except share and per share data and unless otherwise indicated) Note1.Basis of Presentation The accompanying unaudited condensed consolidated financial statements for Quad/Graphics,Inc. and its subsidiaries (the“Company” or “Quad”) have been prepared by the Company pursuant to the rules and regulations for interim financial information of theUnited States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financialstatements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omittedpursuant to such SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction withthe audited consolidated annual financial statements as of and for the year ended December31, 2024, and notes thereto included in theCompany’s latest Annual Report on Form10-K filed with the SEC on February21, 2025. The Company is subject to seasonality in its quarterly results as net sales and operating income are higher in the second half of thecalendar year as compared to the first half of the calendar year. The fourth quarter is typically the highest seasonal quarter for cash flows fromoperating activities and Free Cash Flow due to the reduction of working capital requirements that reach peak levels during the third quarter.Seasonality is driven by increased catalogs and retail inserts primarily due to back-to-school and holiday-related advertising and promotions.The Company expects seasonality impacts to continue in future years. The financial information