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Item 1. Business

2022-02-23 compared with 2021-02-24 · 280 added, 239 removed, 246 unchanged (68% of the section changed)

As a worldwide marketing solutions partner, Quad leverages its 50-year heritage of platform excellence, innovation, strong culture and social purpose to create a better way for its clients, employees and communities.

The Company’s integrated marketing platform helps brands and marketers reduce complexity, increase efficiency and enhance marketing spend effectiveness.

Quad provides its clients with unmatched scale for on-site services and expanded subject expertise in marketing strategy, creative solutions, media deployment and marketing management services.

With a client-centric approach that drives the Company to continuously evolve its offering, combined with leading-edge technology and single-source simplicity, the Company has the resources and knowledge to help a wide variety of clients in multiple vertical industries, including retail, publishing, consumer technology, consumer packaged goods, financial services, insurance, healthcare and direct-to-consumer.

As a worldwide marketing solutions partner, Quad leverages its more than 50-year heritage of platform excellence, innovation, strong culture and social purpose to create a better way for its clients, employees and communities.

The Company’s integrated marketing platform removes friction throughout the marketing process thereby helping brands and marketers reduce complexity, increase efficiency and enhance marketing spend effectiveness.

Quad provides its clients with a complete through-the-line marketing offering, providing unmatched scale for on-site services and expanded subject expertise in marketing strategy, creative solutions, media deployment and marketing management services.

With a client-centric approach that drives the Company to continuously hone and evolve its offering, combined with leading-edge technology, advanced data and analytics and single-source simplicity, the Company has the resources and knowledge to help a wide variety of clients target, more deeply engage and grow audiences in multiple verticals, including those in established and emerging industries, such as retail, publishing, consumer technology, consumer packaged goods, financial services, insurance, healthcare and direct-to-consumer.

Quad was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V.

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As of December 31, 2021, the Company had approximately 15,100 full-time equivalent employees in North America (including Mexico and the Dominican Republic), South America, Europe and Asia, and served a diverse base of approximately 4,600 clients.

Quad locations span 14 countries, including 49 manufacturing and distribution facilities and more than 80 client-based on-site locations, with additional investments in printing operations in Brazil and India.

Quad locations span 14 countries, including 45 manufacturing and distribution facilities and more than 90 client-based on-site locations, with additional investments in printing operations in India.

During Quad’s first 40 years, the Company grew rapidly through greenfield growth, built a premier manufacturing and distribution platform equipped with the latest technology, established its reputation as one of the printing industry’s foremost innovators and created a strong Company culture based on enduring values and commitment to social purpose that remains in place today.

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and Brown Printing Company, the Company added experienced talent and enhanced and expanded its print-based product and service offerings while removing inefficient and underutilized capacity by transitioning work to more efficient facilities, and reducing costs.

This period of consolidation created a disciplined cost reduction philosophy and advanced, highly automated and efficient manufacturing and distribution capabilities the Company operates today.

Beginning in 2014, Quad began focusing on strategic investments in marketing services, talent and technology to accelerate its transformation as a marketing solutions partner.

During this transformation period, known as Quad 3.0, Quad made several growth acquisitions including Ivie & Associates, LLC (“Ivie”), a premier marketing services provider specializing in customized marketing and business process outsourcing with unmatched scale for on-site marketing services;

Periscope, Inc.

(“Periscope”), one of the nation’s top five independent creative agencies by annual revenue, offering world-class capabilities in strategy, including media buying and analytics, creative and account management, and packaging design and premedia services;

and the acquisition of a controlling interest in Rise Interactive Media & Analytics, LLC (“Rise”), a leading digital marketing agency specializing in media, analytics and customer experience in digital channels.

In addition, the Company hired business professionals with client-side marketing experience and consulting expertise to strategically expand its integrated marketing offering, enter new market verticals, and change product-centric conversations with clients to a solutions based approach centered on uncomplicating marketing for our clients.

This period of consolidation created a disciplined cost reduction philosophy and advanced investment in the highly automated and efficient manufacturing and distribution capabilities the Company operates today.

Beginning in 2014, Quad focused on strategic investments in marketing services, talent and technology to accelerate its transformation as a marketing solutions partner.

During this transformation period, known as Quad 3.0, Quad made several growth acquisitions including a premier marketing services provider specializing in customized marketing and business process outsourcing with unmatched scale for on-site marketing services;

a top five independent creative agency offering world-class capabilities in strategy, including media buying and analytics, creative and account management, and packaging design and premedia services;

and a leading performance marketing agency specializing in media, analytics and customer experience in digital channels.

To reflect its transformation to a marketing solutions partner with a strong foundation in print, the Company evolved its brand from Quad/Graphics to Quad in 2019.

Today, Quad provides brands and marketers with a more efficient and effective way to go to market and reach consumers.

Through its integrated marketing platform, the Company creates greater value for clients by helping them reduce the complexities of working with multiple agency partners and vendors;

reduce process inefficiencies through workflow re-engineering, content production and process optimization;

and improve marketing spend effectiveness through demand-driving ideas and integrated solutions that help clients target audiences, plan and measure marketing, strategize, create and activate big ideas, produce content at scale, and connect with consumers through multiple channels.

Quad also creates societal value through a strong commitment to corporate social responsibility, prioritizing people and the planet along with profits (i.e., the triple bottom line).

This dedication to operating with meaningful purpose aligns with Quad’s long-standing commitment to create a better way – a hallmark of the Company’s culture.

While the Company experienced a significant reduction in client demand in 2020 due to the COVID-19 pandemic, it took aggressive actions to realign its cost structure and continued to drive productivity improvements while maintaining the health and well-being of employees;

providing high-quality, on-time delivery for clients;

and ensuring the long-term financial health and stability of the Company.

During the pandemic, Quad has been able to continue growing print segment share because of its dependable performance, operational and financial stability, and ongoing investment in its platform.

It also has continued to expand its marketing solutions with new and existing accounts, providing clients with the simplicity, efficiency and effectiveness of one integrated approach for content creation, production and media placement.

In addition, the Company provided essential pandemic-related communications support through its In-Store Marketing and Direct Mail groups, such as signage for social distancing and mask wearing at retail locations.

Despite the challenges from the pandemic, and ongoing industry and economic disruption, Quad believes it will be able to maintain its leading competitive position through its consistent business strategy and integrated marketing platform, providing stability and innovative solutions for clients into the future.

Through its integrated marketing platform, the Company creates greater value for clients by removing friction in the marketing process and speeding the overall marketing journey by delivering all the elements of a successful campaign under one roof.

For Quad clients, this:

• Reduces the complexities of working with multiple agency partners and vendors.

• Increases process efficiencies through workflow re-engineering, content production and process optimization.

• Enhances marketing spend effectiveness through integrated solutions that help clients target, more deeply engage and grow audiences;

plan and measure marketing;

strategize, create and activate big ideas;

produce content at scale;

and connect with consumers in the most appropriate channels and with the right amplitude for eliciting maximum response.

As a good corporate citizen, Quad also creates societal value through a strong commitment to proactively addressing environmental, social and governance matters.

This dedication to driving positive, sustainable change in its business and in the world aligns with Quad’s long-standing commitment to create a better way – a hallmark of the Company’s culture.

In 2021, the Company delivered strong financial results while navigating the COVID-19 pandemic, paper and supply chain disruptions, inflationary cost pressures and labor shortages.

Despite these challenges, Quad worked thoughtfully and diligently to mitigate these impacts on the business and proactively manage client expectations.

Quad continued to grow print segment share because of its dependable performance, operational and financial stability, and ongoing investments in its platform.

It also continued to expand its marketing solutions with new and existing accounts, providing clients with the simplicity, efficiency and effectiveness of an integrated approach.

Further, Quad shared how it is creating a better way to drive positive change in its business and the world through a comprehensive environmental, social and governance report featuring commitments in key areas integral to its business strategy as a marketing solutions partner.

Quad believes it will be able to maintain its leading competitive position through its consistent business strategy, dedicated and passionate employees, and integrated marketing platform, providing stability and innovative solutions for clients into the future.

More information regarding Quad is available on the Company’s website at QUAD.com .

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Industry and Competition

According to a January 2021 Dun & Bradstreet First Research report, the U.S.

advertising services industry is forecast to grow at an annual compounded rate of 6% between 2020 and 2024, as compared to the printing industry which is in secular decline.

According to an October 2021 Dun & Bradstreet First Research report, the U.S.

advertising and marketing services industry is forecast to grow at an annual compounded rate of 4% between 2021 and 2026, as compared to portions of the printing industry which are in secular decline.

The secular decline of the printing industry has accelerated due to the COVID-19 pandemic and the further migration of advertising dollars from print to digital channels.

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The advertising and marketing services industry is highly fragmented.

According to the January 2021 Dun & Bradstreet First Research report, the top 50 companies in the U.S.

According to the October 2021 Dun & Bradstreet First Research report, the top 50 companies in the U.S.

advertising and marketing services industry generate approximately 40% of industry revenue.

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According to the October 2021 Printing in the U.S.

IBISWorld industry report, the United States commercial printing industry, in the aggregate, generates an estimated $70 billion in annual revenue, employs over 370,000 people and is comprised of approximately 44,000 companies .

IBISWorld industry report, the United States commercial printing industry, in the aggregate, generates an estimated $78 billion in annual revenue, employs approximately 350,000 people and is comprised of over 45,000 companies .

The report also states that no printing company accounts for more than 5% of total commercial print industry annual revenue in the United States.

In addition to being highly fragmented, competition in the printing industry remains intense, and the Company believes that there are indicators of heightened competitive pressures.

The industry has excess manufacturing capacity created by continued declines in industry volumes, compounded by the COVID-19 pandemic, which, in turn, have created accelerated downward pricing pressures.

The Company faces competition due to the increased accessibility and quality of digital alternatives to traditional delivery of printed documents through the online distribution and hosting of media content, and the digital distribution of documents and data.

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For print specifically, magazine publishers that face diminished advertising pages reduce total page counts and frequency;

catalog marketers reduce page counts, circulation and frequency of print campaigns;

catalog marketers reduce page counts, circulation or frequency of print campaigns;

retailers curb investments in store inventory and cut back on retail insert newspaper circulation and advertising;

and other advertisers reduce their direct mail volume, particularly in the banking, insurance, credit card, real estate and nonprofit industries.

and other advertisers reduce their direct mail volume.

It is possible that these customers instead decide to move advertising spend to digital alternatives.

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Another challenge facing marketing service providers relates to public concern and general annoyance with advertising methods.

For example, data collection of personal information for marketing purposes is an issue under scrutiny from federal legislation, and marketing service providers are facing future restrictions on certain types of data they collect.

For example, data collection of personal information for marketing purposes is an issue under scrutiny from federal and state legislation, and marketing service providers are facing future restrictions on certain types of data they collect.

In Europe, the European Union enforces data protection through the General Data Protection Regulations.

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Across Quad’s range of printed products, competition is based on total price of printing, materials and distribution;

availability of materials;

distribution capabilities;

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access to a highly skilled workforce;

availability of labor due to the COVID-19 pandemic;

availability of labor;

availability to schedule work on appropriate equipment;

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The fourth quarter is typically the highest seasonal quarter for cash flows from operating 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 magazine advertising page counts, retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions.

Seasonality is driven by increased retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions.

The Company expects this seasonality impact to continue in future years.

Due to the continued uncertainty surrounding the COVID-19 pandemic, the Company anticipates this seasonality may be further impacted in future periods, as the Company is heavily dependent on consumer demand.

Due to the continued uncertainty surrounding the continuing COVID-19 pandemic and supply chain shortages, the Company anticipates this seasonality may be further impacted in future periods, as the Company is heavily dependent on consumer demand.

Strategic Priorities

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The Company encourages all employees, regardless of job title, to walk in the shoes of clients by putting a priority on listening to clients’ needs and challenges, doing what they can to make it easy to work with Quad, and making the client experience enjoyable and inclusive at every touchpoint.

With a focus on solving problems and uncomplicating the marketing process, Quad seeks to become an invaluable strategic marketing partner for its clients, helping them successfully navigate today’s constantly evolving media landscape through innovative data-driven solutions, produced and deployed efficiently across multiple media channels.

A key component of Quad’s client-facing strategy is to strengthen relationships at higher levels within a client’s organization so the Company can better understand, anticipate and satisfy the organization’s requirements, including their diversity, equity and inclusion goals, and broader corporate social responsibility goals.

The Company also believes its proactive thought leadership in the key issues facing its clients, including data-driven marketing, sustainability and postal reform, will foster loyalty to the Quad brand.

With a focus on solving problems and removing friction wherever a client experiences it in the marketing process, Quad seeks to become an invaluable strategic marketing partner for its clients, helping them successfully navigate today’s constantly evolving media landscape through innovative data-driven solutions, produced and deployed efficiently across multiple media channels.

The Company also believes its proactive thought leadership in the key issues facing its clients, including data-driven marketing, mar-tech and postal reform, will foster loyalty to the Quad brand.

Grow the Business Profitably

This strategic priority centers on Quad’s ability to defend against significant media disruption and ongoing print industry headwinds and grow the business as a marketing solutions partner.

This strategic priority centers on Quad’s ability to defend against significant media disruption, deploy balanced use of capital, including disciplined and compelling investments, and grow the business as a marketing solutions partner.

Key components of this priority are:

• Expand existing account relationships by introducing clients to the Company’s ever-expanding offering that helps them market more efficiently and effectively across media channels.

To this end, Quad is focused on ensuring it has the right talent in the right positions to facilitate strategic marketing conversations with its clients that lead to a better understanding of their needs, developing tailored solutions and growing market share.

• Acquire new and expand existing account relationships by introducing clients to the Company’s complete through-the-line marketing offering – from strategy and creative through production, execution and analytics – that helps them market more efficiently and effectively.

To this end, Quad is focused on ensuring it has the right talent in the right positions to facilitate strategic marketing conversations and tailored solutions based on a better understanding of their needs.

• Expand in key vertical industries with growth opportunities, such as consumer technology, consumer-packaged goods, financial services, insurance, healthcare and direct-to-consumer, while continuing to capitalize on the Company’s established expertise in retail and publishing.

Through existing and new offerings, Quad delivers solutions dedicated to solving client marketing and process challenges.

• Grow print segment share by providing dependable, on-time performance and ongoing investments in its platform that improve manufacturing and distribution cost efficiencies, product features and effectiveness.

At a time of significant industry and economic disruption, Quad is a stable and reliable partner to its clients.

• Make disciplined investments that take many different forms.

The Company intends to continue to pursue acquisitions that help expand and strengthen its integrated marketing platform as well as value-driven industry consolidating acquisitions that meet its disciplined acquisition criteria.

In addition, the Company intends to continue making long-term investments in its talent, such as hiring business professionals with client-side marketing experience and consulting expertise who will bolster its position as a marketing solutions partner, as well as investments to increase employee engagement, retention and productivity.

Strengthen the Core

The Company operates what it believes to be a superior and unparalleled integrated marketing platform, which it has consciously built to reduce complexity, enhance efficiencies and improve marketing spend effectiveness across channels.

Through this unique platform, the Company offers marketing strategy, including consumer insights and data analytics;

• Make disciplined and compelling investments that take many different forms.

The Company intends to continue to pursue growth investments that help expand and strengthen its integrated marketing platform.

In addition, the Company intends to continue making long-term investments in its talent, such as hiring business professionals with client-side marketing experience and consulting expertise to enhance its position as a marketing solutions partner, as well as investments to attract new employees and increase existing employee engagement, retention and productivity.

Bolster Platform Strength

The Company operates what it believes to be a superior and unparalleled integrated marketing platform, which it has consciously built to remove friction in the marketing process and speed the overall marketing journey through reduced complexity, increased efficiencies and enhanced marketing spend effectiveness across channels.

Through this unique platform, the Company offers a complete through-the-line marketing offering featuring agency, consulting and implementation solutions encompassing marketing strategy, including consumer insights and data analytics;

creative solutions for producing quality content at scale;

media optimization for all channels, including print, broadcast and digital;

and 24/7 global production, supported by industry-leading print manufacturing capabilities.

and media deployment and optimization for all channels, including print, broadcast, digital, in-store, out-of-home and packaging supported by 24/7 global production, including industry-leading print manufacturing and mail-distribution capabilities.

Quad uses a disciplined return on capital framework to make regular, strategic investments in this platform, resulting in what it believes is the most integrated, automated, efficient, innovative and modern marketing platform of its kind.

The Company’s long-standing, disciplined culture of holistic Continuous Improvement and commitment to Lean Enterprise methodologies, along with ongoing investments in employee development and retention, further supports its goal of strengthening its platform so that Quad can remain a high-quality, low-cost producer.

To strengthen its core offering, the Company continually seeks to enhance its product portfolio, especially in the direct marketing and packaging space, with innovations that support clients’ ability to stand out in the mailbox or on the store shelf.

The Company’s long-standing, disciplined culture of holistic Continuous Improvement and commitment to Lean Enterprise methodologies, along with ongoing, strategic investments in talent, technology, products and services to accelerate its position as a marketing solutions partner.

To strengthen its offering, the Company continually seeks to enhance its product portfolio, especially in the direct marketing, in-store and packaging spaces, with innovations that support clients’ ability to stand out in a consumer’s mailbox or front doorstep, or on the store shelf.

These innovations include proprietary solutions unavailable anywhere else in the marketing, communications or printing industries.

Additionally, Quad has chosen to strategically divest of those businesses that cannot be easily leveraged as part of its greater integrated marketing platform, such as books.

Through these types of optimization efforts, Quad strengthens its core by remaining focused on where it can provide the most value to clients by uncomplicating marketing to deliver more.

Additionally, Quad has chosen to strategically divest of those businesses that cannot be easily leveraged as part of its greater integrated marketing platform, such as the QuadExpress third-party logistics business Quad sold in 2021.

Through these types of optimization efforts, Quad maintains a superior, unparalleled platform that delivers value to clients and, ultimately, their customers.

Empower Employees

Quad’s strategic priority to empower employees throughout their career journey builds on the key aspects of the Company’s distinct corporate culture, which the Company views as a competitive advantage.

These aspects include the Company’s enduring values, which are centered on trust, innovation, growth and believing in people.

The Company understands that its employees perform better at work when they can simply be themselves – confident in their abilities and comfortable sharing their ideas, opinions and beliefs – all of which leads to a more inclusive environment and better engagement, decision-making and business outcomes.

The Company implements talent strategies to meet its labor and business transformation needs, and training and reward programs to engage, develop and retain its employees.

These aspects include the Company’s enduring values, which are centered on trust, innovation, growth, believing in people and doing the right thing.

The Company understands that its employees perform better at work when they can simply be themselves – confident in their abilities, comfortable sharing their ideas, opinions and beliefs, and able to bring their truest and best selves to the workplace – all of which leads to a more inclusive environment and better engagement, decision-making and business outcomes.

The Company embraces forward-thinking workplace practices, such as flexible work models for the long-term future of work;

implements innovative talent acquisition strategies to meet its labor and business needs;

and provides training and reward programs to engage, develop and retain its employees.

Employees are encouraged to take advantage of the Company’s continuous growth environment, which not only teaches critical on-the-job and leadership skills, but also helps them respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and company growth.

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With the Company’s encouragement to do things differently, to be something greater and to create a better way, employees are more fully engaged in their day-to-day activities, producing better results for clients and advancing the Company’s strategic priorities.

Additionally, the Company engages employees and fosters corporate pride by supporting community activities, initiatives and organizations that impact the quality of life near Quad’s operations.

Additionally, the Company engages employees and fosters corporate pride by supporting community activities, initiatives and organizations that improve the quality of life near Quad’s operations.

Enhance Financial Strength and Create Shareholder Value

Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value, which is essential given ongoing media disruption and printing industry challenges.

This strategy is centered on the Company’s ability to maximize net earnings, Free Cash Flow and operating margins;

Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value, which is essential given ongoing media disruption, including printing industry challenges.

This strategy is centered on the Company’s ability to drive profitable growth, and maximize net earnings, Free Cash Flow and operating margins;

maintain consistent financial policies to ensure a strong balance sheet, liquidity level and access to capital;

and retain the financial flexibility needed to strategically allocate and deploy capital as circumstances change.

The priorities for capital allocation and deployment are adjusted based on prevailing circumstances and what the Company thinks is best for shareholder value creation at any particular point in time.

Those priorities currently include deleveraging the Company’s balance sheet through debt and pension liability reductions, and making compelling investments that drive profitable organic growth and productivity in the Company’s print manufacturing and distribution operations, as well as expansion into higher-growth marketing services, and pursuing value-driven industry consolidation.

The Company’s Board of Directors proactively suspended the Company’s quarterly dividends beginning in the second quarter of 2020, and the Company is currently prohibited from making dividend payments through September 30, 2021.

However, the Company remains committed to paying a dividend over the long term and will seek to resume a dividend following the stabilization of its operating environment.

To provide ongoing improvement in manufacturing productivity, the Company applies holistic Continuous Improvement and Lean Enterprise methodologies to simplify and streamline processes and to ultimately maximize operating margins.

The priorities for capital allocation and deployment are balanced according to prevailing circumstances and what the Company thinks is best for shareholder value creation at any particular point in time.

Those priorities currently include:

deleveraging the Company’s balance sheet through debt and pension liability reductions;

making compelling investments that drive profitable organic growth and productivity in the Company’s print manufacturing and distribution operations, as well as expansion into higher-growth marketing services;

and paying dividends and stock buybacks over the long term.

To provide ongoing improvement in manufacturing productivity and, ultimately, maximize operating margins, the Company applies holistic Continuous Improvement and Lean Enterprise methodologies to simplify and streamline processes.

These same methodologies are applied to its selling, general and administrative functions to create a truly Lean Enterprise.

The Company has been working diligently to lower its cost structure by consolidating its manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics efficiencies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations.

The Company continually works to lower its cost structure by consolidating its manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics efficiencies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations.

Quad believes that its focused efforts to be the high-quality, low-cost producer generates increased Free Cash Flow and allows the Company to maintain a strong balance sheet through debt and pension liability reduction.

The Company’s disciplined financial approach also allows it to maintain sufficient liquidity and to reduce refinancing risk, with the nearest significant debt maturity not occurring until May 2022.

The Company’s disciplined financial approach also allows it to maintain sufficient liquidity and to reduce refinancing risk, with the nearest significant debt maturity of $211.5 million occurring in May 2022 and of which the Company is well-positioned to address at or before maturity due to its liquidity.

The Company had total liquidity of $576.6 million as of December 31, 2021, which consisted of up to $396.7 million of unused capacity under its revolving credit arrangement, which was net of $35.8 million of issued letters of credit, and cash and cash equivalents of $179.9 million.

In addition, the Company completed the amendment of its $1 billion bank debt agreement, extending the maturity to November 2026.

Quad is proud of its strong and trusted banking relationships, which provide the Company with increased financial flexibility to continue to pay down debt and to make strategic investments to accelerate its position as a marketing solutions partner.

Competitive Advantages

Quad’s strategic priorities are powered by three key competitive advantages that the Company believes distinguish it from its competitors:

a commitment to platform excellence, a commitment to ongoing innovation, and a commitment to its culture and social purpose.

Commitment to Platform Excellence

Quad provides a better way to solve clients’ marketing and process challenges through a data-driven integrated marketing platform that enables clients to strategically plan, produce, deploy, manage and measure their content across multiple media channels – rapidly, at scale and without handoffs that comprise quality, consistency and timeliness.

Through this platform, Quad gives brands and marketers a more efficient and effective way to go to market and reach consumers using its unmatched scale in client on-site services and expanded subject matter expertise in:

a commitment to integrated marketing platform excellence, a commitment to ongoing innovation, and a commitment to its culture and social purpose.

Commitment to Integrated Marketing Platform Excellence

Through a 24/7 “always on” global platform featuring strategic consulting, creative talent, and production and implementation resources across North America, South America, Europe and Asia, Quad provides a better way to solve clients’ marketing and process challenges.

The Company’s data-driven integrated marketing platform enables clients to strategically plan, produce, deploy, manage and measure their content across multiple media channels – rapidly, at scale and without handoffs that compromise quality, consistency and timeliness.

Through this platform, Quad gives brands and marketers a more efficient, effective and frictionless way to go to market and reach consumers using its unmatched scale in client on-site services and expanded subject matter expertise in:

• Marketing Strategy , including customer insights and analytics, campaign planning and media services, to understand and connect with a target audience;

• Creative Solutions , including campaign development, photo and video production, adaptive design and cross-media production to produce quality content quickly and at scale;

• Media Deployment , including print, broadcast, all forms of digital, in-store and packaging, to reach multi-channel consumers while maximizing budgets;

• Marketing Management Services , including dedicated marketing services teams, sourcing and procurement, and print and paper management, to alleviate operational complexities to focus on other critical aspects of business.

Quad’s 24/7, “always-on” global platform capitalizes on creative talent and production resources in North America, South America, Europe and Asia to provide clients with around-the-clock service and/or service in a desired geography.

Quad’s dedicated on-site and near-site teams, including a network of photo studios, serve as the gateway to its integrated marketing platform.

Quad employees serve as a natural extension of a client’s internal marketing department, fulfilling traditional agency executional roles while also providing production efficiencies at scale for content creation, creative production and marketing execution.

• Media Deployment , including print, broadcast, all forms of digital, in-store, out-of-home and packaging, to reach multi-channel consumers while maximizing budgets;

• Marketing Management Services , including dedicated marketing services teams, sourcing and procurement, and print and paper management, to remove friction in the process so clients can focus on other critical aspects of their business.

A key aspect of Quad’s integrated marketing platform is dedicated client on-site and near-site teams, including a network of photography and video production studios.

These teams serve as a natural extension of a client’s internal marketing department, fulfilling traditional agency executional roles while also providing production efficiencies at scale for content creation, creative production and marketing execution.

These teams also offer seamless access to the Company’s other integrated services and subject matter experts, removing friction in the marketing process.

The Company believes this model increases process efficiencies and enables clients to focus on what they do best:

sell more products, services and content.

Quad now has more than 450 professionals embedded at more than 80 on-site locations covering grocery, sporting goods, mass merchandisers and publishers.

Over its 50-year heritage, the Company has led the industry in its printing and distribution capabilities – the most capital intensive part of Quad’s integrated marketing platform, but also a key point of differentiation with traditional creative agencies and agency holding companies.

These investments in equipment, automation and leading-edge technology have been key to enhancing print product features, including personalization, while maximizing labor productivity, increasing throughput and reducing labor costs.

Quad has more than 500 professionals embedded at more than 90 on-site locations covering grocery, sporting goods, mass merchandisers and publishers.

Over its more than 50 year heritage, the Company also has led the industry in its printing and print distribution capabilities – the most capital intensive part of Quad’s integrated marketing platform, but also a key point of differentiation with traditional creative agencies and agency holding companies.

Unlike traditional agencies or agency holding companies that develop creative and then outsource production, or traditional consulting firms that provide strategy and then outsource implementation, Quad provides all campaign elements for seamless, expedited execution.

As far as printing, Quad continually invests in its equipment, automation and leading-edge technology to enhance print product features, including personalization, while maximizing labor productivity, increasing throughput and reducing labor costs.

For example, through ongoing investments in digital press technology, the Company provides marketers and publishers a full range of options to produce and deliver more relevant content faster, in smaller print-run quantities, and more cost-effectively versus conventional web offset press technology.

Recent investments in digital press technology also have enabled Quad to enter markets in which it previously was not as competitive.

These ongoing investments, along with innovative front-end toolsets and data workflows, and industry-best, back-end logistics and postal optimization, have enabled Quad to better serve the needs of today’s leading marketers.

Quad carries over this commitment to print media to other forms of media, including all forms of digital, broadcast, in-store and out-of-home.

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• Removing excess and/or under-utilized capacity, and by consolidating work into facilities where it can achieve the greatest manufacturing and distribution efficiencies.

Over the past 10 years, the Company has closed 50 manufacturing plants to reduce under-utilized production capacity.

• Reconfiguring and re-equipping manufacturing facilities for growth segments, such as packaging and in-store marketing.

For example, in 2019, Quad transformed its Leominster, Massachusetts book plant into a packaging facility to take advantage of key vertical industries in the region in which packaging plays a key role in establishing a product’s visual brand and influencing point of purchase decisions.

• Reconfiguring and re-equipping manufacturing facilities for growth segments, such as direct mail, in-store and packaging.

This includes recent investments in advanced digital sheetfed press technology that is new to the North America continent.

Postal rates are a significant component of many clients’ cost structures, and Quad believes that postal costs influence the number of pieces that its clients print and mail.

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Commitment to Ongoing Innovation

At the forefront of innovation for 50 years, Quad believes its commitment to ongoing innovation drives its purpose to create a better way, which benefits all stakeholders.

Quad innovates in marketing solutions and other vertically integrated capabilities as follows:

At the forefront of innovation for more than 50 years, Quad believes its commitment to ongoing innovation drives its purpose to create a better way, which benefits all stakeholders.

Marketing Solutions

When it comes to marketing solutions, Quad takes a disciplined approach to (1) expand its existing offerings;

(2) develop new offerings;

and (3) deliver solutions that solve clients’ marketing and process challenges in the areas of Marketing Strategy, Creative Solutions, Media Deployment and Marketing Management.

The Company has hired talent with client-side marketing experience and consulting expertise to help advance conversations with clients to be more solutions-based versus product-focused.

Quad’s Enterprise Sales team is focused on understanding client pain points, and aims to expand relationships with higher-level executives responsible for corporate strategy, including Chief Executive Officers and Chief Marketing Officers, to create and implement solutions that incorporate a broad range of Quad’s products and services.

When it comes to marketing solutions, Quad takes a disciplined approach to (1) expand its existing product offerings;

(2) develop and commercialize new products offerings;

and (3) deliver integrated solutions that solve clients’ marketing and process challenges in the areas of Marketing Strategy, Creative Solutions, Media Deployment and Marketing Management.

The Company has hired talent with client-side marketing experience and consulting expertise to help advance conversations with clients to be more solutions-based.

Quad’s Sales team is focused on understanding client pain points, and aims to expand relationships with higher-level executives responsible for corporate strategy, including Chief Executive Officers and Chief Marketing Officers, to create and implement solutions that incorporate a broad range of Quad’s products and services.

Through these relationships, the Company is able to gain insights into additional client marketing needs, and then uses a disciplined process to develop and commercialize those solutions to expand and deepen Quad’s relationships.

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Marketing Strategy:

The Company has made recent investments in its data and analytics, campaign planning and media services for improved marketing execution to increase response rates and improve return on investment.

The Company’s data-driven customer insights and analytics services not only help clients determine their target audience based on behavior and demographics, but also the best content to serve up to that audience.

Customer insights and analytics services include market segmentation and list optimization as well as advanced testing capabilities, including a proprietary online testing platform that allows clients to rapidly test print creative and formats, and identify precisely what combination of format, offer, messaging and imagery will be most successful.

The Company also conducts annual quantitative research that reveals the unique characteristics of special demographic, generational, gender and socio-economic groups and how they consume advertising and marketing messaging, as well as their attitudes and engagement preferences in several industry segments.

The Company has innovated media buying by providing media services for all channels in-house, creating a single point of accountability for streamlined execution and helping clients speed up the media cycle with more opportunities to iterate, adjust and optimize spend across channels.

The Company has made recent investments in its data and analytics capabilities, including campaign planning and media services, to improve marketing execution and drive stronger results for clients and advertisers.

The Company’s data-driven customer insights and analytics services not only help clients identify their optimal target audience based on behaviors and demographics, but also the best content and mix of channels to reach and engage that audience at the moment they are most receptive across all paid, owned and earned touchpoints.

Proprietary and highly valuable household-level data and insights are derived from Quad’s unique data set, Profile Collective – a database of in-home resident media and mobile engagements, including QR code scans, that only Quad can compile.

This unique information is augmented with existing third-party data and clients’ first-party information to create an unparalleled audience and household targeting tool.

Accordingly, the Company is able to outline the ideas, places, spaces and experiences that can deliver a communications strategy for maximizing end-customer value and behavior change (i.e., response).

As far as measurement, the Company can provide a unified view of campaign, channel and individual tactic performance.

Complementing these services are advanced testing capabilities, including a proprietary online testing platform that allows clients to rapidly test print alternatives to identify precisely what combination of format, offer, messaging and imagery will be most successful.

The Company has innovated media buying by providing in-house media services for all channels, creating a single point of accountability for streamlined planning, execution, measurement and testing of all marketing efforts while reducing cycle time, leading to more opportunities to iterate, adjust and optimize spend across all channels and segments.

Creative Solutions:

Quad creates world-class campaigns that attract attention and activate audiences, and then implement those campaigns using processes that save money and time to get in market faster.

With its premier marketing, advertising and creative talent, Quad creates world-class campaigns that attract attention and activate audiences, and then implements those campaigns using processes that save money and time to get in market faster.

Technology plays a key role in Quad’s Creative Solutions which include content workflow solutions that simplify and optimize the creative process, from concept through production;

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Media Deployment:

Unlike traditional creative agencies and agency holding companies, Quad has the ability to deploy content across all channels using its own in-house print, broadcast, digital, in-home and packaging capabilities.

To improve internal processes, enhance client service levels and drive efficiencies in media deployment, the Company has consistently focused on the rapid adoption of technological innovations, complemented by a long-standing commitment to Continuous Improvement and Lean Enterprise methodologies, and business process management tools that further simplify and improve existing internal workflows, and reduce costs.

For example, Quad’s own Smartools ® proprietary enterprise resource planning system provides seamless, real-time information flow across print sales and estimating, production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer

Unlike traditional creative agencies or agency holding companies, Quad has the ability to seamlessly activate through-the-line media – both online and offline – and create value by understanding how every touchpoint in a client’s marketing and media mix is performing at a particular moment in time and then guiding how to optimize that investment to provide the greatest return.

The Company manages hundreds of millions of dollars of gross media billings annually on behalf of its clients.

As the number of marketing channels expands, each with its own return-on-investment measurement, the Company continues to innovate mar-tech solutions that help marketers know where to allocate their marketing budget to achieve their business goals.

For example, through Connex, its proprietary cross-channel media optimization platform, Quad helps digital marketers eliminate the noise of disparate data sets and helps marketers identify the specific value-driving actions they need to take in real time to drive revenue and grow their business.

Quad’s maintains its leadership in print by leveraging its expertise in every facet of print production and deployment.

Quad’s own Smartools® proprietary enterprise resource planning system provides seamless, real-time information flow across print sales and estimating, production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer service.

Quad also has applied robotic process automation to streamline data processing and report generation.

This allows employees to focus on value-adding tasks, while the robotic process completes the transactional, repetitive functions.

Where appropriate, Quad also leverages artificial intelligence in areas such as labor management, scheduling and predictive machine maintenance.

While print’s traditional role in media engagement is changing, Quad continues to believe it is an important and strategic channel for brand owners and marketers and, therefore, continues to make investments in its print manufacturing and distribution capabilities averaging 2% of its annual net sales for capital expenditures over the past five years.

Quad continues to make investments in the most advanced and efficient print manufacturing and distribution capabilities in the industry, averaging 2% of its annual net sales for capital expenditures over the past five years.

These investments, which include automated guided vehicles, robotic palletizers and efficient digital and wide-web offset presses, have resulted in what the Company believes is the most advanced and efficient print manufacturing and distribution capabilities in the industry and have allowed the Company to reduce the amount invested in recent years without impacting its leading technological excellence.

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Quad leverages its deep expertise and expansive network to help clients manage their operations the way it runs its own – with diligence toward efficiency and cost-savings.

Through this innovative approach, Quad alleviates operational complexities for clients by offering its network of in-house experts and capabilities for marketing and production outsourcing;

Through this innovative approach, Quad removes friction in the process, offering clients its network of in-house experts and capabilities for marketing and production outsourcing;

sourcing and procurement of goods and services;

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These solutions include onsite, near-site and virtual health delivery of comprehensive primary and preventive care, condition management, wellness programs and coaching, physical therapy, behavioral health, pharmacy services, occupational health and more.

During the COVID-19 pandemic, Quad, its employees and their dependents have benefited from guidance and best practices provided by QuadMed, which maintains relationships with leading health care organizations and research organizations across the country.

Commitment to Culture and Social Purpose

Quad believes its ability to create value is not limited to generating economic value, but also social and environmental value, and that corporate social responsibility is good business.

This dedication to operating with meaningful purpose aligns with its commitment to creating a better way – a hallmark of the Company’s culture.

In fact, Quad believes that its distinct corporate culture, which evolved from a core set of values conceived by the Company’s late founder Harry V.

Quad believes its ability to create value is not limited to generating economic value, but also social and environmental value, and that the Company can do good in the world while doing well as a business.

Quad’s long-standing focus on “creating a better way” – a hallmark of the Company’s culture for more than 50 years – has inspired creativity in how it addresses environmental, social and business challenges and contributed to good corporate citizenship.

Further, the Company believes that its distinct corporate culture, which evolved from a core set of values conceived by the Company’s late founder Harry V.

Quadracci, drives thoughtful decision-making, especially with regard to its disciplined approach to managing operations, innovating solutions for clients, and better positioning the Company to prevail in a dynamic marketplace.

Quad uses the triple bottom line – people, planet, profit – as the measure for social well-being, environmental impact, and economic value.

In this Annual Report on Form 10-K, the Company discusses People under “Human Capital Management” below;

Planet under “Environmental Stewardship” below;

and Profit under “Corporate Governance” below.

In this Annual Report on Form 10-K, the Company reports on its commitment to culture and social purpose through achievements in environmental, social (Human Capital Management) and governance matters as outlined below.

Environmental

Quad believes that doing what is good for the environment is good for business, and seeks to operate in an environmentally responsible manner by challenging itself to find new and better ways to conduct business that better serves the environment and reflect the values of its clients and their customers.

This approach focuses on conserving raw materials, minimizing waste, recycling and reusing products and materials, and reducing environmental impacts wherever possible across Quad’s integrated marketing platform.

Examples of Quad’s commitment to environmental responsibility and sustainability include:

• Aligning the Company’s efforts and initiatives with environmentally focused United Nations Sustainable Development Goals (SDG) such as SDG 12:

Responsible Consumption and Production and SDG 15:

Life on Land.

• Partnering with federal, state and local regulatory agencies;

educational institutions;

industry trade groups;

and non-profit organizations to share information, best-management practices, development of new tools and metrics, and innovative technology that lead to the reduction or elimination of environmental impacts.

• Benchmarking environmental performance to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed.

• Reclaiming materials and diverting them from the landfill through industrial and office recycling programs.

• Becoming a founding member of Forests in Focus, a sustainability verification tool that offers the first landscape-level assessment of U.S.

timberlands, giving brands reliable data on sustainability risks that may be present in the forest where they source wood fiber, the raw material used to make paper and packaging.

• Maintaining chain-of-custody certifications for sourcing materials from responsibly managed forests ( Forest Stewardship Council® , Sustainable Forest Initiative , and Program for the Endorsement of Forest Certification ).

• Formulating its own brand of Envirotech™ inks that contain a high percentage of renewable resource (i.e., vegetable) content.

• Developing a co-mailing program - now believed to be the largest in the printing industry - that helps consolidate loads of mail and, thereby, reduce greenhouse gas emissions impact by putting fewer trucks on the road.

• Equipping the Company’s web offset presses with dryers that can collect volatile organic compounds and use them as a supplementary fuel source to natural gas.

• Becoming a founding partner of the U.S.

Department of Energy’s Better Plants Program, a voluntary program to save energy and money, and reduce the Company’s environmental footprint.

• Being an active participant in the State of Wisconsin’s Focus on Energy program, an energy efficiency and renewable resource program through which the Company has implemented multiple energy-saving upgrades to its facilities and operations.

• Becoming ISO 50001 Ready through the U.S.

Department of Energy in the Company’s Hartford and West Allis, Wis., facilities, recognizing that these plants have created sound energy policies, established objectives and built structured improvements to generate deep, sustained energy savings.

• Helping clients meet their sustainability goals through sourcing sustainable materials and reporting how the Company’s performance affects their carbon footprint.

• Putting the Company’s 300-acre plus “Camp Quad” recreational center into conservancy through non-profit Tall Pines Conservancy, ensuring the land will remain undeveloped and will always be managed as a private preserve for plant life and wildlife.

• Proactively managing water consumption through a combination of best practices, capital investments, efficient platform and efforts.

• Continually educating clients, employees and communities on environmental sustainability matters.

These include providing access to internal experts for consultations;

hosting symposiums and other educational events at which the clients, suppliers and employees learn about the latest challenges and trends in sustainability;

and advancing community education initiatives through non-profits such as Pine View Wildlife Rehabilitation and Education Center in southeastern Wisconsin which creates awareness of sustainability’s importance in daily life.

As the owner, lessee or operator of various real properties and facilities, Quad is subject to various federal, state and local environmental laws and regulations, including those relating to air emissions;

waste generation, handling, management and disposal;

sanitary and storm water discharge;

and remediation of contaminated sites.

Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows.

Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures.

Human Capital Management

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Quad relies on highly qualified, skilled and knowledgeable talent to advance its strategic priorities and maintain its competitive advantage.

Accordingly, the Company heavily invests in efforts to attract, develop and retain employees, and in tools, technologies, processes and education to increase engagement, productivity and efficiency.

Accordingly, the Company heavily invests in efforts to attract, develop and retain employees, and in tools, technologies, processes, training and education to increase engagement, productivity and efficiency.

As of December 31, 2021, the Company had approximately 15,100 full-time equivalent (“FTE”) employees in the following geographies:

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All employees, from entry-level through senior management, are held accountable for adhering to the Company’s safety policies.

In 2020, the Company also implemented a Safe at Work program in response to the COVID-19 pandemic, which prioritizes the health and safety of employees through a variety of initiatives (for additional information on this program, see “COVID-19 ” below).

• Implementing a new wage structure over the past few years for hourly manufacturing employees in its most competitive labor markets.

• Offering career development through a variety of programs, including:

◦ Accelerated Career Training , which provides a fast-track for career advancement in manufacturing positions.

◦ People Leading People , a leadership development program focused on best-in-class manager behaviors that drive employee development and retention.

◦ Corporate Training Program, an 18-month to 36-month on-the-job training and leadership development program in which employees learn Quad’s business from the ground up.

◦ Ongoing skills training, including industrial, mechanical and youth apprenticeship programs.

• Acting on employee feedback garnered through regular surveys and open forums at department and company-wide meetings.

This includes engagement surveys – both large-scale and targeted by location or department.

• Fostering pride through employee recognition programs;

In 2020, the Company also implemented a Safe at Work program in response to the COVID-19 pandemic, which prioritizes the health and safety of employees through a variety of initiatives.

(For additional information on this program, see “COVID-19” below).

• Creating jobs with competitive pay and innovative benefits that support families, strengthen communities and provide long-term career growth opportunities.

The Company regularly evaluates its pay practices and structures, including implementing a new wage structure over the past few years for hourly manufacturing employees in its most competitive labor markets.

• Offering career development through a variety of programs, including Accelerated Career Training, which provides a fast-track for career advancement in manufacturing positions;

People Leading People that focuses on best-in-class manager behaviors;

Corporate Trainee Program, which develops skills and leadership abilities through a series of agency and corporate rotations;

and hands-on, mentor-led manufacturing apprenticeship programs, including registered apprenticeships and youth apprenticeships.

• Listening to employees through annual engagement surveys and open forums at department and company-wide meetings to help better understand what employees like about working for the Company, what it can improve, and what could drive greater job satisfaction, and acting on that employee feedback.

• Fostering pride through employee recognition programs, including a new engagement and retention award for manufacturing locations that work to create an engaging workplace;

employee and family events;

long-standing focus on corporate social responsibility, including community outreach activities and environmental sustainability efforts;

and adhering to a published code of conduct.

and community outreach activities.

• Offering a new flexible work model (aka The Future of Work @ Quad) for office-based employees who have been working remotely during the pandemic that provides benefits to both employees and the business by emphasizing flexibility based on roles, technology requirements and responsibilities.

Compensation and Benefits

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Features of this program include:

• Comprehensive medical, dental and vision coverage to employees, including access to 24/7 telemedicine.

• On-site or near-site primary and specialty healthcare care, pharmacy, dental and vision clinics, physical therapy services, and fitness centers at several large-scale employee locations, owned and operated by the Company’s health and wellness subsidiary, QuadMed.

• Comprehensive medical, prescription, dental and vision coverage to employees, including access to 24/7 telemedicine and virtual care being piloted in certain regions.

• On-site and near-site primary and specialty healthcare, pharmacy, dental, vision and physical therapy services and fitness centers at several large-scale employee locations, owned and operated by the Company’s health and wellness subsidiary, QuadMed.

• Robust holistic wellness programming for physical, emotional, financial and social well-being through the company’s QLife Wellness Program.

• 401(k) retirement savings program with annual discretionary Company match as well as retirement planning and financial wellness resources and webinars.

• Paid vacation time and holidays.

• Short and long-term disability insurance.

• On-site daycare and summer camps for some of the Company’s largest employee locations.

• Promoting the importance of total employee well-being through the Company’s new wellness platform, QLife, that provides extensive information and resources for addressing employees’ total health, including physical, emotional, financial and social well-being.

• Short- and long-term disability insurance, and employer-paid life insurance.

• On-site affordable childcare and summer camps for school-aged children at some of the Company’s largest manufacturing locations.

Diversity, Equity and Inclusion

At a time of heightened awareness about social justice issues, Quad has enhanced its diversity, equity and inclusion (“DEI”) strategy and program to:

(1) ensure it achieves a workforce that reflects the communities where employees live and work, as well as the clients who trust Quad with their business;

(2) ensure that procedures, processes and distribution of resources create equal opportunities and fair and just outcomes;

and (3) create a safe and open environment where all Quad employees can bring their truest and best selves to work every day, consistent with the Company’s long-standing values.

The Company demonstrates its commitment to diversity, equity and inclusion in a variety of ways, including the following:

• Supporting employee-led Business Resource Groups (BRGs), which are formed and managed by employees who share common interests and concerns, to encourage, support and help each other, and provide the Company with feedback on ways to enhance the employee experience.

The Company’s BRGs currently include:

The Circle for women launched in 2016;

the Frontline for military veterans launched in 2019;

PRIDE for the LGBTQIA+ community and allies launched in 2020;

and U.N.I.T.E.

for black employees and allies launched in 2020.

• Expanding partnerships with community organizations that support underserved communities, such as Running Rebels in Milwaukee where Quad provides career-oriented manufacturing jobs, training and transportation to individuals seeking to better their employment situation.

• Partnering with diversity, equity and inclusion experts to advance a more comprehensive and sustainable strategy that includes tailored learning and development programs for employees.

In 2020, the Company:

◦ Fielded a company-wide survey to better understand employee attitudes and perceptions toward diversity, equity and inclusion.

◦ Held educational town halls covering DEI topics.

◦ Conducted extensive discovery with employees to surface the areas of greatest need for DEI programmatic and education efforts, including an assessment of culture competencies, stakeholder interviews and focus groups.

• Creating I am.

, an internal platform to celebrate diverse voices while also affirming that employee voices are stronger when they come together.

Here, employees can listen to employees from across the company as well as external thought leaders as they discuss DEI-related topics.

• Supporting the education and advancement of diverse talent in the creative industry through talent development programs, such as paid agency internships, and scholarships at institutions committed to diversifying the talent pipeline.

• Advancing supplier diversity by developing mutually beneficial relationships with diverse suppliers.

Quad’s goal is to achieve a supplier base that reflects the diversity of the communities in which it does business.

Community Relations

The Company continuously seeks to build relationships and involvement with its communities through volunteerism, outreach, philanthropy and charitable giving.

Through its efforts, the Company has made a meaningful difference through support of food pantries, emergency relief, literacy programs, technical schools and more.

The Company’s annual Quad Charity Golf Outing for employees and vendors raises money for organizations that improve education or access to resources, including Homes for our Troops, Children’s Hospital of Wisconsin Burn Center and Herma Heart Institute, and Stars and Stripes Honor Flight.

Diversity, Equity and Inclusion (DEI) is part of Quad’s overall business strategy and a key driver behind specific business outcomes, including attracting and retaining talent, strengthening and protecting its brand reputation, increasing employee productivity, and competing in growth verticals.

Quad’s DEI strategy is focused on (1) achieving a workforce that reflects the communities where employees live and work, as well as the clients who trust Quad with their business;

(2) ensuring that procedures, processes and distribution of resources create equal opportunities and fair and just outcomes;

and (3) creating a safe and open environment where all Quad employees can bring their truest and best selves to work every day, consistent with the Company’s long-standing values.

The Company is focused on the following areas to ensure it achieves its stated DEI goals:

• Launching a DEI task force to build and execute a more comprehensive and sustainable strategy that supports learning and development, intercultural awareness and growth, removes inhibitors to true inclusion in areas such as workforce policies and procedures, procurement and how the Company serves its clients, creates a consistent and common language throughout the organization to increase understanding, and establishes metric reporting.

• Strengthening Quad’s commitment to DEI through partnerships with nationally recognized DEI experts, consultants and researchers that include tailored learning and development programs for employees.

• Supporting employee-led Business Resource Groups (BRGs), which are designed to cultivate an open company culture for employees who share common interests and can easily and regularly connect to encourage the growth and development of each other.

The Company currently has six BRGs supporting women, military veterans and their families, the LGBTQIA+ community, Black employees, Hispanic / Latinx employees and working parents.

• Investing in programs to support underserved communities, such as Milwaukee-based Running Rebels’ Pipeline2Promise workforce development program where Quad connects people to jobs, and provides the tools, training and transportation to set them up for success.

• Engaging employees in DEI-related topics through I am.

, an internal education and communication platform.

• Supporting the education and advancement of talent from underrepresented communities in the creative industry through scholarships at institutions committed to diversifying the talent pipeline and talent development programs, such as The Brandlab, a non-profit that introduces young people who are racially or ethnically diverse or from lower-income households to viable creative careers.

• Growing a more inclusive supplier base by developing mutually beneficial relationships with suppliers representing women-, minority-, LGBTQIA+, veteran- and disability-owned businesses.

Building Strong Communities

The Company continuously seeks to build strong relationships with the communities where employees live and work through volunteerism, outreach, philanthropy, pro bono and in-kind services, and charitable giving.

Through its efforts, the Company has made a meaningful difference through support of:

• Important community pillars, such as firefighters, schools, libraries and military veterans groups;

• Organizations that help underserved communities, such as non-profits dedicated to improving educational or employment opportunities for individuals who are racially or ethnically diverse or from lower-income households;

• Employees who are involved in local volunteer efforts and charitable events, from stocking food pantries to assembling care packages for military service members to participating in fundraisers and holiday toy and clothing drives.

Communication

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These channels include InsideQuad, the employee intranet;

executive blogs and vlogs;

executive blogs and video logs (vlogs);

executive town halls;

department meetings;

opt-in text messaging;

text messaging;

in-plant electronic and print signage;

and in-home mailings.

Quad’s CEO hosts quarterly town halls for all employees, accessible online and also posts video and written messages.

Throughout the COVID-19 pandemic, Quad has prioritized protecting employees’ health and well-being while also protecting the financial health and long-term viability of the Company.

Beginning with the earliest stages of the pandemic, Quad:

• Activated a cross-disciplinary Crisis Management Team to address business continuity, including maintaining employee health and wellness, while continuing to serve clients.

• Followed guidance from the Centers for Disease Control and Prevention, local health authorities, and federal and state governments, along with best practices and recommendations from its health and wellness subsidiary, QuadMed.

• Developed a Safe at Work program providing for the health and safety of employees while we continue to meet the needs of clients.

This program includes processes and procedures for good hygiene, social distancing, mask wearing and daily disinfecting to prevent the spread of COVID-19.

Also, as part of this program, any employee who is able to perform their duties remotely has been equipped to work from home to promote social distancing.

• Created a Rapid Response Team to assess each potential COVID-19 case, perform contact tracing, determine the need for self-quarantining, and support and track employees through their return to work at the appropriate time.

In 2020, Quad has assessed, responded and tracked situations involving more than 4,300 employees.

• Implemented a communication strategy that includes frequent communications and ongoing education – including in-home mailings and opt-in text messaging – around how to stay healthy both inside and outside of work.

Environmental Stewardship

This approach, which the Company calls enlightened environmentalism, focuses on conserving resources, minimizing waste, and recycling and reusing materials and equipment.

Examples of Quad’s enlightened environmentalism include a blend of programs, processes and technologies, including:

• Partnering with federal, state and local regulatory agencies;

educational institutions;

industry trade groups;

and nonprofit organizations to share information, best-management practices, development of new tools and metrics, and innovative technology that lead to reduction or elimination of environmental impacts.

• Benchmarking environmental performance to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed.

• Maintaining three responsible forestry certifications:

Forest Stewardship Council® (FSC®), Sustainable Forest Initiative (SFI®) , and Program for the Endorsement of Forest Certification (PEFC) .

• Becoming a founding member of Forests in Focus , a sustainability verification tool that identifies family-owned forests as a source for sustainable wood fiber, the raw material used to make paper and packaging.

• Being a member of the Green Master’s Program, a recognition and assessment program for Wisconsin businesses interested in improving and being recognized for their sustainability initiatives.

• Formulating its own brand of Envirotech™ inks that contain a high percentage of renewable resource (i.e., vegetable) content.

• Developing a co-mailing program that helps consolidate loads of mail and, thereby, reduce greenhouse gas emissions impact by putting fewer trucks on the road.

• Equipping the Company’s web offset presses with dryers that can collect volatile organic compounds and use them as a supplementary fuel source to natural gas.

• Being active participants in the State of Wisconsin’s Focus on Energy program, an energy-savings program promoted by local utilities to encourage energy efficiencies and renewable use.

• Becoming ISO 50001 Certified Ready through the U.S.

Department of Energy in our West Allis facility, a recognition that the Company would be considered “Ready” to achieve full ISO 500001 recognition if they opted to do so in the future.

• Helping clients meet their sustainability goals through sourcing sustainable materials.

• Putting the Company’s 375-acre “Camp Quad” recreational center into conservancy through non-profit Tall Pines, ensuring the land will be preserved for future generations.

• Continually educating clients, employees and communities on environmental sustainability matters.

These include, providing access to internal experts for consultations, hosting symposiums and other educational events at which the clients, suppliers and employees learn about the latest challenges and trends in sustainability;

and community education initiatives with non-profits dedicated to preserving our forests and ecosystems.

In the last six years, Quad has educated 75 client companies on sustainability issues at its annual Sustainability Symposium featuring internal and external subject matter experts.

waste generation, handling, management and disposal;

sanitary and storm water discharge;

and remediation of contaminated sites.

Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows.

Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures.

Quad’s CEO hosts regular town halls for all employees, accessible online and also posts video and written messages.

Corporate Governance

Thoughtful corporate governance has been a part of Quad since its founding and is informed by the Company’s values of Grow, Believe in People, Have Fun, Make Money, Trust in Trust, Do the Right Thing, Do Things for the Rose (i.e., excellence) and Urgently Innovate.

Key aspects of Quad’s approach to managing the Company include:

Effective corporate governance has been a part of Quad since its founding and is informed by the Company’s values, especially Do the Right Thing, which strengthens partnerships, reduces risk and creates sustainable value for the long term.

Key aspects of Quad’s approach to strong governance practices include:

• Maintaining consistent, stable leadership that is focused on making decisions in the best long-term interest of the Company.

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• Retaining an experienced management team with a proven track record that is committed to preserving the Company’s values-based culture.

The senior management team includes entrepreneurially minded leaders with a long tenure at Quad mixed with strategic new hires or leaders from recent acquisitions, further supplemented by managers and employees committed to advancing the Company as a marketing solutions partner.

The senior management team includes entrepreneurially minded leaders with a long tenure at Quad combined with strategic new hires or leaders from recent acquisitions, further supplemented by managers and employees committed to advancing the Company as a marketing solutions partner.

The Company believes the experience and stability of senior management, paired with next-generation talent, will contribute to its long-term success.

• Sustaining a disciplined approach to managing operations and commitment to innovating solutions to drive growth for clients and the Company.

• Reducing risk to the business and to clients through a formal enterprise risk management program that is guided by a team that takes a strategic role in risk identification and response planning, and is managed by an executive risk steering committee with overall program responsibility.

• Maintaining a high standard for corporate compliance and ethical business practices to keep the business healthy and protect the Company and its stakeholders from risk.

The Company’s values, especially Do the Right Thing, serve as the foundation for Quad’s ethical approach to decision-making and business practices.

The Company’s Employee Code of Conduct appears on the employee intranet and corporate website, and explicitly states that Quad is committed to a workplace where every employee, regardless of job title or position, is responsible for doing the right thing.

Employees are required to complete annual compliance training on acceptable use policy, anti-harassment, code of conduct, C-TPAT, HIPAA, information security and physical security.

• Creating a Supplier Code of Conduct that ensures the Company sources materials from responsible suppliers that have business integrity, ethical labor practices and environmental management policies.

The Company’s Code of Conduct appears on the employee intranet and corporate website, and explicitly states that Quad is committed to a workplace where every employee, regardless of job title or position, is responsible for doing the right thing.

• Training all employees annually on a suite of ethics and compliance topics, including Code of Conduct, anti-harassment, conflict of interest, C-TPAT, data privacy, HIPAA, information security and physical security, acceptable use policy for technology assets, and, where relevant, fraud, waste and abuse training, and anti-bribery and anti-corruption training.

• Making it safe and easy for employees to report violations of the Code of Conduct through multiple channels, including a 24/7 Ethics and Compliance Hotline or web-based reporting tool with guidance in multiple languages.

• Continually updating and strengthening the Company’s information and data security program to address the fast-changing threat landscape and ensure oversight.

The program includes ongoing employee

education to ensure physical and digital workspaces remain secure, valuable data remains private, spot potential phishing and malware threats, and avoid risky behaviors.

• Creating a Supplier Code of Conduct to ensure suppliers, vendors, contractors, consultants, agents and other providers of goods and services follow the Company’s policies related to business integrity, ethical labor and human rights practices, associate health and safety, and environmental management.

This Code also includes anti-corruption and anti-bribery policies.

Throughout the ongoing COVID-19 pandemic, Quad has prioritized protecting employees’ health and well-being while also protecting the financial health and long-term viability of the Company.

The Company’s COVID-19 response is led by an internal Crisis Management Team consisting of leaders from Risk Management, Human Resources, Legal, Manufacturing, Agency Solutions and Communications, as well as medical professionals from QuadMed, the Company’s health and wellness subsidiary.

The Company’s response is informed by guidance from the public health professionals, including the Centers for Disease Control and Prevention, local health authorities, and direction from federal and state governments, along with best practices and recommendations from QuadMed, which maintains relationships with leading health care organizations and research universities across the country.

Quad’s Safe at Work program, updated throughout the pandemic, provides for the health and safety of employees while we continue to meet the needs of clients.

This program:

• Strongly encourages all employees and family members to get the COVID-19 vaccine and booster, making it as easy as possible to do so through the Company’s own QuadMed health clinics and on-site vaccination events.

Quad also offered incentives and a competition between manufacturing facilities to achieve higher vaccination rates.

• Details policies and procedures for mask wearing, social distancing, good hygiene, daily disinfecting and more to protect against COVID-19.

• Features an internal Rapid Response Team of HR and other professionals to assess each potential COVID-19 case, perform contact tracing, and support and track employees through their return to work at the appropriate time.

• Includes a branded communication strategy built on transparent, frequent and consistent communication across multiple channels and regularly featuring QuadMed healthcare professionals.

• Equips any employee able to perform their duties remotely to work from home to prevent the spread of the virus, especially during times of high transmission rates.

Quad enjoys long-standing relationships with a diverse base of clients, which includes both national and regional corporations in North America, South America, Europe and Asia.

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In 2021, Quad served approximately 4,600 clients, and its ten largest clients accounted for approximately 16% of consolidated sales, with none representing more than 5% individually.

The Company believes that its large and diverse client base, broad geographic coverage and extensive range of printing and print-related capabilities are competitive strengths.

The Company believes that its large and diverse client base, broad geographic coverage and extensive range of marketing capabilities are competitive strengths.

Patents, Trademarks and Trade Names

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The primary raw materials that Quad uses in its print business are paper, ink and energy.

At this time, the Company’s supply of raw materials is readily available from numerous vendors;

however, based on market conditions, that could change in the future.

At this time, the Company’s supply of raw materials are available from numerous vendors;

however, based on market conditions, the current supply is under pressure due to supply chain shortages and higher than expected inflation.

The Company generally buys these raw materials based upon market prices that are established with the vendor as part of the procurement process.

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In addition, the Company generally includes price adjustment clauses in sales contracts for paper and other critical raw materials in the printing process.

Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies may have an impact on client demand for printed products.

Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies, as well as changes in the United States import or trade regulations, may have an impact on client demand for printed products.

The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients.

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In its logistic operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients.

Business Acquisitions and Strategic Investments

On June 15, 2020, the Company purchased units of equity in Rise from a previous holder in the form of a $16 million note payable paid in full on October 1, 2020, and $1 million cash paid on June 15, 2020.

Strategic Investments

On June 15, 2020, the Company purchased units of equity in Rise Interactive Media & Analytics, LLC (“Rise”) from a previous holder in the form of a $15.9 million note payable paid in full on October 1, 2020, and $1.0 million cash paid on June 15, 2020.

In addition, on June 15, 2020, Rise purchased and retired units of equity from previous holders of Rise for $5.4 million in cash.

These transactions increased the Company’s ownership interest from 57% to 99%.

These transactions resulted in the Company’s ownership interest changing from 57% to 99%.

On April 30, 2021, Rise purchased and retired units of equity from previous holders of Rise for $1.9 million in cash.

This transaction resulted in the Company’s ownership interest changing from 99% to 100%.

The Company began consolidating the results of Rise in the Company’s consolidated financial statements when its equity ownership increased to 57% on March 14, 2018.

Rise is a leading digital marketing agency specializing in media, analytics and customer experience in digital channels.

The Company completed the acquisition of Periscope on January 3, 2019, for a net purchase price of $121 million, excluding acquired cash.

Periscope is a creative agency headquartered in Minneapolis, Minnesota and provides a comprehensive offering, including media buying and analytics, creative and account management.

Periscope also has packaging design and premedia services that complement Quad’s print-production capabilities.

For additional information related to the Company’s acquisition activity, see Note 3, “Acquisitions and Strategic Investments,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

The portion of Rise’s operating results not owned by the Company of 43% through June 15, 2020 and of 1% from June 15, 2020 through April 30, 2021, was recorded as net earnings (loss) attributable to noncontrolling interests on the consolidated statement of operations.

The portion of net assets not owned by the Company was recorded as noncontrolling interests as of the December 31, 2020 consolidated balance sheet.

For additional information related to the Company’s strategic investment activity, see Note 3, “Strategic Investments,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Information About Our Executive Officers

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Currie 59 Executive Vice President and Chief Revenue Officer

Frankowski 60 Executive Vice President and Chief Operating Officer

Honan 52 Executive Vice President and Chief Financial Officer

Kent 49 Executive Vice President of Administration and General Counsel

Golden 50 Chief Marketing Officer

Honan 53 Executive Vice President and Chief Operating Officer

Kent 50 Executive Vice President and Chief People & Legal Officer

McKenna 49 Executive Vice President and Chief Administrative Officer

Staniak 49 Chief Financial Officer

Vanderboom 47 Executive Vice President, President of Logistics and Treasurer

Bauer 57 Vice President and Chief Accounting Officer

Jaeger 57 Vice President and Chief Information Officer

Bauer 56 Executive Director and Chief Accounting Officer

Quadracci has been a director of Quad since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010.

Quadracci joined Quad in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer.

Quadracci has served as the President of the board of trustees of the Milwaukee Art Museum since December 2018.

He serves on the board of directors for Plexus Corp., Pixability, Inc., Road America, Inc., Children’s Hospital of Wisconsin, the National Association of Manufacturers, and the Metropolitan Milwaukee Association of Commerce.

He also serves on the advisory council of the Smithsonian National Postal Museum and is a member of the Greater Milwaukee Committee.

He also serves on the board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum and is a member of the Greater Milwaukee Committee.

Quadracci received a Bachelor of Arts in Philosophy from Skidmore College in 1991.

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Currie also serves on the board of Boys & Girls Club of Lake County.

Frankowski has served as Executive Vice President and Chief Operating Officer since March 2014.

He previously served as Executive Vice President of Manufacturing Operations and President of Quad Europe from July 2010 to March 2014.

Golden has served as Chief Marketing Officer since joining Quad in July 2021.

Prior to joining Quad, Mr.

Golden was the President & Publisher of Ad Age from 2016 to 2021.

Prior thereto, Mr.

Frankowski was Senior Vice President of Manufacturing from 2004 to July 2010, President of Quad Europe from 2008 to July 2010, and served in various other capacities since he joined Quad in 1979.

Frankowski also serves on the Quad/Graphics Europe Management Board and the board of Memjet Ink.

Honan has served as Executive Vice President and Chief Financial Officer since January 2015.

He previously served as Vice President and Chief Financial Officer from March 2014 to January 2015, Vice President and Chief Accounting Officer from July 2010 to March 2014, Vice President and Corporate Controller from December 2009 to July 2010 and Quad’s Corporate Controller from when he joined Quad in May 2009 until December 2009.

Golden served as VP, Global Digital Marketing & Communications of Xerox from March 2015 to June 2016;

as Chief Marketing Officer of Story Worldwide from September 2011 to March 2015;

as Chief Digital Officer of Grey Worldwide from September 2010 to September 2011;

as Managing Director, Digital of Euro RSCG Worldwide from December 2007 to September 2010;

as Group Director of Digital Marketing of NBC Universal from January 2006 to December 2007;

and as Integrated Account Director, AT&T and Xerox at Young & Rubicam from November 2000 to January 2006.

Honan has served as Executive Vice President and Chief Operating Officer since January 2022.

He previously served as Executive Vice President and Chief Financial Officer from January 2015 to December 2021;

Vice President and Chief Financial Officer from March 2014 to January 2015;

Vice President and Chief Accounting Officer from July 2010 to March 2014;

Vice President and Corporate Controller from December 2009 to July 2010;

and Corporate Controller from when he joined Quad in May 2009 until December 2009.

Currently, he serves on the Advisory board of FM Global.

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Honan worked at the accounting firm Arthur Andersen LLP for 11 years.

Kent has served as Executive Vice President of Administration and General Counsel since June 2015.

Kent has served as Executive Vice President and Chief People & Legal Officer since January 2022 and has served in this role since June 2015 under its previous title of Executive Vice President of Administration and General Counsel.

She previously served as Vice President and General Counsel from December 2013 to June 2015, and as Quad’s Assistant General Counsel from when she joined Quad in August 2010 until December 2013.

Kent joined the board of Mayville Engineering Company, (MEC:

NYSE), a manufacturer of tooling, production fabrication, coating, assembly and aftermarket components, in December 2020 and serves on the board of Building Brave, a non-profit virtual community for professional women.

Kent serves on the board of directors of Mayville Engineering Company, Inc.

MEC), a manufacturer of tooling, production fabrication, coating, assembly and aftermarket components, and Building Brave, a non-profit virtual community for professional women.

Prior to joining Quad, Ms.

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Kent served as an Assistant United States Attorney for the Eastern District of Wisconsin and practiced law at Foley & Lardner LLP, a Milwaukee-based law firm.

McKenna has served as Executive Vice President and Chief Administrative Officer of Quad since January 2022, and Senior Vice President of Sales Administration of Quad since August 2018.

He previously served as Vice President of Sales Administration from June 2013 to August 2018, and Product Planning Manager from March 2010 to June 2013.

Prior to joining Quad, Mr.

McKenna worked at J.S.

Eliezer Associates, a print consulting firm in Stamford, Conn., beginning in 1998 and was named President of the firm in 2004.

Staniak has served as Chief Financial Officer of Quad since January 2022.

Previously, he served as Vice President of Finance from March 2017 until January 2022.

Joining the company in 2009 as Director of External Reporting, Mr.

Staniak was subsequently named Director of Internal Audit in 2011;

Executive Director – Financial

Controller in 2013;

Chief Accounting Officer in 2014;

and Vice President and Chief Accounting Officer in 2015.

Prior to joining Quad, Mr.

Staniak was CFO of data consulting firm Sagence, Inc.

He began his career at the accounting firm Arthur Andersen in 1995.

Staniak is a member of the Wisconsin Institute of Certified Public Accountants and the Board of Directors for the Zoological Society of Milwaukee.

Vanderboom has served as Executive Vice President since 2018, and Treasurer and President of Logistics since March 2014.

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Director of Treasury, Risk & Planning, beginning in 2007, and Vice President, beginning in 2008.

Bauer has served as Vice President since January 2022 and Chief Accounting Officer since March 2017.

She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017 and then as Executive Director and Chief Accounting Officer until January 2022.

She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016.

Prior to joining Quad, Ms.

Bauer held various accounting positions at Journal Communications, Inc.

during her 18 years there, including Vice President and Controller from June 2000 until September 2011.

Jaeger has served as Vice President and Chief Information Officer since November 2015.

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Jaeger worked for Andersen Consulting for eight years.

Bauer has served as Executive Director and Chief Accounting Officer since March 2017.

She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017.

She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016.

Prior to joining Quad, Ms.

Bauer held various accounting positions at Journal Communications, Inc.

during her 18 years there, including Vice President and Controller from June 2000 until September 2011.

Executive officers of Quad are elected by and serve at the discretion of Quad’s Board of Directors.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business