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Item 1. Business

2023-02-27 compared with 2022-02-23 · 382 added, 309 removed, 217 unchanged (76% of the section changed)

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 is a global marketing experience company that gives brands a more streamlined, impactful, flexible and frictionless way to go to market and reach consumers.

The Company leverages its three key competitive advantages — integrated marketing platform excellence, ongoing innovation, and culture and social purpose — to create a better way for its clients, employees and communities.

With a marketing platform intentionally built for integrated marketing execution, Quad helps brands reduce the complexity of working with multiple agency partners and vendors;

increase marketing process efficiency;

and maximize marketing effectiveness.

The Company’s holistic, multichannel, through-the-line marketing solutions include strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services.

With unmatched scale for client-based, on-site services and highly qualified talent with expansive subject matter expertise, the Company has the resources and knowledge to help a wide variety of clients across multiple verticals, including those in industries such as retail, publishing, consumer packaged goods, financial services, healthcare, insurance 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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Quad saw an opportunity to participate in industry consolidation in response to economic and industry pressures following the great recession of 2008 and 2009 that severely impacted print volumes and accelerated the impact of media disruption.

Through a series of disciplined consolidating acquisitions that included World Color Press, Inc., Vertis Holdings Inc.

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 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.

Through a series of disciplined consolidating acquisitions that included World Color Press, Inc., Vertis Holdings Inc., and Brown Printing Company, the Company added experienced talent, and enhanced and expanded its print-based product and services offerings while removing inefficient and underutilized capacity by transitioning work to more efficient facilities and reducing costs.

This period of consolidation established a disciplined cost reduction philosophy while creating the opportunity for additional investments in the highly automated and efficient manufacturing and distribution capabilities the Company operates today.

Beginning in 2018, Quad focused on strategic investments in marketing services, talent and technology to accelerate its eventual transformation as a marketing experience company.

During this transformation period, Quad made several growth acquisitions including Ivie & Associates, a premier marketing services provider specializing in customized marketing and business process outsourcing with unmatched scale for client-based, on-site marketing services;

Periscope, 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 pre-media services;

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

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.

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.

To reflect its transformation, the Company evolved its brand from Quad/Graphics to Quad in 2019.

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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 removing friction in the marketing process and speeding the overall marketing journey by delivering all the elements of a successful campaign under one roof.

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 enabling more effectively integrated marketing ecosystems.

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.

• Reduces the complexities of working with multiple agency partners and vendors by limiting handoffs that occur in the marketing process.

• Increases marketing process efficiency through workflow re-engineering, process optimization and content production at scale.

• Maximizes marketing effectiveness through their ability to target and reach the right audiences;

get into market faster;

scale resources more efficiently;

achieve better integration of offline and online channels;

optimize media performance;

drive consistent consumer experiences;

and realize meaningful cost savings.

As a good corporate citizen, Quad also creates societal value through a strong commitment to proactively addressing environmental, social and governance (ESG) matters, as described in its ESG report, available for download at QUAD.com .

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.

In 2022, the Company delivered strong financial results while navigating multiple challenges, including an uncertain economic environment, paper and supply chain disruptions, inflationary cost pressures, rising interest rates 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.

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

Quad also grew print segment share because of its dependable performance, operational and financial stability, and ongoing investments in manufacturing automation.

Further, Quad continued to create a better way to drive positive change in its business and the world through its environmental, social and governance commitments in key areas integral to its business strategy as a marketing experience company.

Quad believes it will be able to maintain its leading competitive position through its consistent long-term business strategy driven by dedicated and passionate employees, and by 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

Quad competes in both the advertising and marketing services industry, and the commercial printing industry.

Additional details about the industry landscape and competitive environment in which Quad operates are described below.

According to an October 2022 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.

These industry dynamics support Quad’s transformation as a marketing solutions partner.

advertising and marketing services industry is forecast to grow at an annual compounded rate of 3% between 2022 and 2026.

Within the commercial printing industry, Quad provides targeted print products that are customized to consumers such as catalogs, direct mail, in-store signage and packaging as well as large-scale print products, such as magazines, retail inserts and directories.

The secular decline in the company’s large-scale print segments accelerated due to the COVID-19 pandemic, an uncertain economic environment and the continued migration of advertising dollars from print to digital channels.

These industry dynamics support Quad’s transformation as a marketing experience company.

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Advertising and Marketing Services

The advertising and marketing services industry is highly fragmented.

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

Services in this industry include advertising for print, broadcast and online media (about 43% of industry sales);

public relations (12%);

and direct marketing (10%).

Other services include display advertising, media buying (reselling advertising time or space), and media representation (selling advertising time or space on behalf of media outlet owners).

Services in this industry include multiple advertising (30%), media planning and/or buying (10%), advertising creative (10%), full public relations services (10%), and leased display advertising media space (10%).

Other services include coordinating the manufacturing and delivery of promotional items, direct mail advertising, and distribution of advertising materials.

advertising and marketing services industry includes about 38,000 establishments (single-location companies and units of multi-location companies), with combined annual revenue of about $110 billion.

The commercial print industry is also highly fragmented.

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 $78 billion in annual revenue, employs approximately 350,000 people and is comprised of over 45,000 companies .

Advertising and marketing services providers face pressure to satisfy major clients’ needs, as the win or loss of a major client account can impact revenue significantly.

Additionally, these providers face challenges related to public concern and general annoyance with advertising methods.

For example, data collection of personal information for marketing purposes is an issue under continued scrutiny from federal and state legislators, and marketers are facing growing restrictions on certain types of data they collect.

In Europe, the European Union continues to enforce data protection through the General Data Protection Regulations.

As consumer media consumption habits change, advertising and marketing services providers face increased demand to offer end-to-end marketing services, from strategy and creative through execution.

As new advertising and marketing channels have emerged, these providers have been required to expand their focus beyond traditional channels, such as television, radio, newspapers and print publications, to digital channels, such as email, paid search, digital display and social, to create effective multichannel marketing campaigns for their clients.

The advertising and marketing services industry is affected by real gross domestic product growth, as economic activity and advertising spending are key drivers of consumer demand.

In times of economic prosperity, advertisers may increase spending to build brand awareness and to drive sales.

Conversely, in times of global economic uncertainty and budget pressures, advertisers may reduce spending.

Competition in the advertising and marketing services industry is based on access to talent, pricing, adapting quickly to new advertising platforms and technology, creating unique and effective multichannel marketing campaigns, and offering superior customer service.

Commercial Printing

The commercial printing industry is also highly fragmented and highly competitive.

According to the July 2022 Printing in the U.S.

IBISWorld industry report, the United States commercial printing industry, in the aggregate, generates an estimated $80 billion in annual revenue, employs more than 421,000 people and is comprised of over 48,000 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 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.

The Company faces competition from print management and marketing consulting firms that look to streamline processes and reduce the overall print spend of the Company’s clients.

The commercial print industry has moved toward a demand for shorter print runs, faster product turnaround and increased production efficiency of products with lower page counts and increased complexity.

This, combined with increases in postage expenses and the increased use of digital marketing and communication channels, has led to excess manufacturing capacity in the print industry.

The commercial printing industry has moved toward a demand for shorter print runs, faster product turnaround and increased production efficiency of products with lower page counts and increased complexity.

This — combined with increases in postage expenses and marketers’ increasing use of online marketing and communication channels (exacerbated by the COVID-19 pandemic, as well as the current macroeconomic conditions) — has led to excess manufacturing capacity in the printing industry.

This excess capacity has allowed certain larger competitors like Quad, with economies of scale, strong balance sheets and access to capital markets, the ability to invest in automation and more efficient equipment, take advantage of consolidating acquisition opportunities to remove excess, inefficient and/or underutilized capacity, and reduce overall costs.

Competition in both the advertising and marketing services and print industries is affected by real gross domestic product growth, as economic activity and advertising spending are key drivers of consumer demand.

In times of economic prosperity, advertisers may increase spending to build brand awareness and to drive sales.

Conversely, in times of global economic uncertainty and budget pressures, advertisers may reduce spending or shift their spending to other forms of media, as demonstrated during the COVID-19 pandemic.

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Like the advertising and marketing services industry, the printing industry is affected by real gross domestic product growth and in times of economic prosperity, advertisers may increase spending to build brand awareness and to drive sales.

Conversely, in times of global economic uncertainty and budget pressures, advertisers may reduce spending or shift their spending to other forms of non-print media.

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

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and other advertisers reduce their direct mail volume.

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

Marketing services providers face pressure to satisfy major clients’ needs, as the win or loss of a major client account can impact revenue significantly.

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 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.

The Company faces competition in the advertising and marketing services industry based on access to a skilled workforce, pricing, adapting quickly to new technology, creating unique and effective campaigns and offering superior customer service.

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

availability of materials;

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

Competition in the commercial printing industry is based on the total price of printing, materials and distribution;

availability of materials, including paper, which may be more limited in the future as a number of mills reduce graphic paper production capacity in favor of other product lines, such as packaging;

distribution capabilities;

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on-time production and delivery;

and state-of-the-art technology to meet a client’s business objectives, including the ability to adopt new technology quickly.

As consumer media consumption habits change, marketing services providers face increased demand to offer end-to-end marketing services, from strategy and creative through execution, across all channels, traditional and digital.

As new marketing and advertising channels emerge, marketing services providers must expand their services beyond traditional channels, such as for television, newspapers, print publications and radio, to digital channels, such as mobile, internet search, internet display and video, to create effective multichannel campaigns for their clients.

Quad believes that business users of print and print-related services are focused on generating and tracking the highest returns on their marketing spend.

Quad believes it is well positioned to help clients achieve greater process efficiencies and marketing spend effectiveness through data-driven integrated marketing solutions.

The Company believes that its clients receive the greatest return on their marketing spend when they start with a strong marketing strategy that uses print in combination with other media channels, informed by customer data, to create targeted and relevant multichannel marketing campaigns.

and state-of-the-art technology to meet a client’s business objectives.

Quad believes that business users of print and print-related services are focused on generating and tracking the highest returns on their marketing investment.

While digital advertising is essential in today’s marketing ecosystem, businesses that focus exclusively on online channels at the expense of offline channels may fail to maximize their return on investment (ROI).

For example, research released in 2022 by the Association of National Advertisers showed that direct mail generated an average ROI of 112% — topping email (93%), paid search (88%), social media (81%) and digital display (79%).

Quad believes it is well positioned to help brands and marketers achieve the greatest return on their marketing investment when they start with a strong strategy informed by an audience-first approach to get the right message to the right consumer at the right time using the right combination of channels.

Quad is subject to seasonality in its quarterly results as net sales and operating income are higher in the third and fourth quarters of the calendar year as compared to the first and second quarters.

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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 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.

The Company expects seasonality impacts to continue in future years.

Strategic Priorities

Quad’s overarching business strategy and singular vision as a marketing solutions partner is achieved through the execution of the following five consistent strategic priorities:

Quad delivers its overarching business strategy and singular vision as a marketing experience company by executing the Company’s five consistent strategic priorities, as outlined here.

Walk in the Shoes of Clients

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 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.

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 environmental, social and governance objectives.

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.

Quad 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, and doing what they can to make it easy to work with Quad at every touchpoint.

Quad focuses on solving problems, and removing pain points and sources of friction wherever a client experiences it in the marketing process.

Quad seeks to become an invaluable strategic marketing partner by helping its clients successfully navigate today’s constantly evolving media landscape through innovative, data-driven solutions that are produced and deployed efficiently and at scale, across offline and online 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 broader environmental, social and governance objectives.

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

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Grow the Business Profitably

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.

This strategic priority centers on profitably growing Quad as a marketing experience company.

Key components of this priority are:

• 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.

• Acquire new and expand existing account relationships by introducing clients to the Company’s holistic, multichannel, through-the-line marketing solutions — encompassing strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services — to help them market more efficiently and effectively across offline and online media channels.

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 deeper understanding of its clients’ needs.

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

Through existing and new products and services, Quad delivers solutions that solve client marketing challenges and drive success for their business.

• 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;

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, 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 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.

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

Advance One-of-a-Kind Integrated Marketing Platform

The Company operates what it believes to be a truly differentiated integrated marketing platform, intentionally built to remove friction from the marketing process and maximize marketing effectiveness by reducing complexity and increasing efficiency.

Through this unique and scalable platform, the Company offers holistic, multichannel, through-the-line marketing solutions.

Quad’s solutions include strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services, which the Company deploys efficiently across multiple offline and online media channels including digital, direct marketing, in-store, packaging and print.

With expertise and resources in planning, creating, deploying, measuring and optimizing marketing efforts, Quad guides brands through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase.

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

The Company believes its long-standing culture of universal Continuous Improvement and commitment to Lean Enterprise methodologies, combined with ongoing, strategic investments in talent, technology, products and services, will continue to accelerate its position as a marketing experience company and drive growth.

To strengthen its solutions offering, the Company continually seeks to enhance its product and services portfolio, especially in the data collection and deployment, direct marketing, in-store and packaging spaces, with innovations that support its 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 advertising and marketing services or printing industries.

Additionally, as Quad accelerated its transformation as a marketing experience company over the last several years, it chose to strategically divest of those businesses that could not be easily leveraged as part of its greater integrated marketing platform.

Through these types of optimization efforts, Quad has been able to maintain a superior, unparalleled marketing platform that delivers value to clients and, ultimately, their customers.

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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, 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;

Quad views its corporate culture as a strategic competitive advantage.

The Company’s priority to empower employees throughout their career journey builds on a foundation of Quad’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;

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.

The Company believes its approach to continuous growth for each employee is advantageously distinct from other employers.

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 improve the quality of life near Quad’s operations.

Employees are encouraged to take advantage of the Company’s focus on employee growth and development, 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.

The Company believes its approach to continuous growth for every employee distinguishes it from other employers.

With the Company’s encouragement to do things differently, be something greater and 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 fosters corporate pride and employee engagement by supporting community activities, initiatives and organizations that improve the quality of life of residents 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, including printing industry challenges.

Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value.

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

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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.

Those priorities currently include using its Free Cash Flow to continue reducing debt while investing in scaling the business as a marketing experience company to fuel net sales growth;

driving profitability through sales growth;

and pursuing opportunities to return capital to shareholders through stock buybacks or dividends over the long term.

To provide ongoing improvement in 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 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 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 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 synergies 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 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 of $87.7 million occurring in January 2024, and $229.8 million of debt maturities not due until November 2026.

The Company had total liquidity of $425.0 million as of December 31, 2022, which consisted of up to $399.8 million of unused capacity under its revolving credit arrangement, which was net of $32.7 million of issued letters of credit, and cash and cash equivalents of $25.2 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.

Quad is proud of its strong and trusted banking relationships, which provide the Company with increased financial flexibility to make strategic investments to accelerate its growth and drive profitability as a marketing experience company.

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

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

integrated marketing platform excellence, ongoing innovation, and 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, 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.

Quad’s integrated marketing platform gives brands a more streamlined, flexible and frictionless way to go to market and reach consumers.

Its platform encompasses the resources brands need to plan, create, deploy, measure and optimize their marketing efforts across all media channels, both offline and online — a key differentiator for the Company.

As such, Quad helps its clients:

• Reduce the complexities of working with multiple agency partners and vendors by limiting handoffs that occur in the marketing process.

• Increase the efficiency of marketing processes by re-engineering workflows, optimizing processes and producing content at scale.

• Maximize the effectiveness of their marketing efforts through the Company’s ability to target and reach the right audiences;

get into market faster;

scale resources more efficiently;

achieve better integration of offline and online channels;

optimize media performance;

drive consistent consumer experiences;

and realize meaningful cost savings.

Through its holistic, multichannel, through-the-line marketing solutions, Quad guides brands through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase.

The Company’s solutions comprise of:

• Strategy and Consulting;

• Data and Analytics;

• Technology Solutions;

• Media Services;

• Creative and Content Solutions;

• Managed Services

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 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 who prize direct access to consumers’ home mailboxes.

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.

Another key aspect of the Company’s manufacturing capabilities is the operation of very large facilities (greater than one million square feet) that produce multiple different product lines under one roof to maximize utilization of equipment and labor resources, while also driving savings in certain product lines (such as publications and catalogs) due to economies of scale.

The Company has continued to strengthen its manufacturing operations by:

These teams serve as an 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 deployment.

Quad’s on-site and near-site teams also offer seamless access to additional integrated services and subject matter experts at the Company, removing handoffs and associated friction in the client’s marketing process.

Backed by its own global production resources that provide around-the-clock service, Quad believes this model increases process efficiencies and enables clients to focus on what they do best:

sell more products, services and/or content.

Quad has more than 500 professionals embedded at more than 80 on-site locations including grocery, sporting goods, mass merchandise and publishing clients.

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

Traditional agencies or agency holding companies develop creative and then outsource production, while traditional consulting firms provide strategy and then outsource implementation.

Quad, however, prides itself on its “maker” culture, creating all campaign elements and providing seamless execution across all channels, offline and online, using its own internal resources.

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In commercial printing, Quad continues to make investments in what it believes is 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 include leading-edge digital press technology to enhance targeted print product features as well as advanced equipment and automation, including automated guided vehicles, robotic palletizers and wide-web presses to maximize labor productivity, increase throughput and reduce labor costs, all of which has enabled Quad to remain a high-quality, low-cost producer.

Through these ongoing investments — along with innovative front-end toolsets and data workflows, and industry-leading back-end logistics and postal optimization — the Company provides marketers and publishers a better way to produce and deliver more relevant content faster and more cost-effectively.

These ongoing investments also have enabled Quad to better serve the needs of its clients who prize direct access to consumers’ home mailboxes.

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

Another key aspect of the Company’s manufacturing capabilities is the operation of very large facilities (greater than one million square feet) that produce multiple product lines under one roof to maximize utilization of equipment and labor resources, while also driving savings in certain product lines (such as publications and catalogs) due to economies of scale.

The Company continues to strengthen its manufacturing operations by:

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

• 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.

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

Postal rates are a significant component of many clients’ cost structures, and Quad believes that postal costs directly influence clients’ print and mail quantities.

Therefore, the Company has invested significantly in its mailing and distribution platform to mitigate increasing postage costs, and to help clients successfully navigate the ever-changing postal environment.

One of Quad’s postal optimization programs is co-mailing, which involves the sorting and bundling of multiple printed products to be mailed to consumers in order to facilitate better integration with the United States Postal Service (“USPS”).

One of Quad’s postal optimization programs is co-mailing, which involves the sorting and bundling of multiple printed products for mailing to consumers in order to facilitate better integration with the United States Postal Service (“USPS”).

In return, the USPS offers significant work-sharing discounts for this sorting, bundling and drop-shipping.

Quad’s co-mail program is the largest in the print industry (based on information published or otherwise made available from competitors).

Due to the continuously increasing costs of utilizing the USPS and to help control costs for its clients, Quad continues to expand its alternate delivery service for clients that altogether bypasses the USPS to deliver products to consumers’ doorsteps.

Quad’s co-mail program is the largest in the printing industry (based on information published or otherwise made available from competitors).

Due to the continuously increasing costs of utilizing the USPS and to help control costs for its clients, Quad continues to expand its alternate delivery service to bring products to consumers’ doorsteps.

Commitment to Ongoing Innovation

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.

Quad has been at the forefront of innovation for more than 50 years, and believes its commitment to ongoing innovation drives its purpose to create a better way for all of its stakeholders.

The Company continually innovates marketing solutions and vertically integrated capabilities related to commercial printing, as well as initiatives to support employee health and wellness.

Marketing Solutions

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.

These solutions include media products, and innovative solutions for cost-effective mailing and distribution, as well as online and cloud-based solutions for effectively integrating multichannel campaigns.

Marketing Strategy:

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:

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;

content production services that enable clients to generate high-volume, high-quality content with a noncompetitive, complementary partner;

creative services that seamlessly connect strategy, concept and design;

and mar-tech solutions centered on solving client challenges in the areas of marketing operations, content accessibility, content production (including but not limited to copywriting, videography and photography), content workflows, asset management, content deployment and data optimization.

Clients credit the Company’s creative solutions for providing a more integrated, channel agnostic, content-first approach.

Media Deployment:

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.

(2) develop and commercialize new product offerings;

and (3) deliver integrated solutions that solve clients’ marketing and process challenges.

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

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.

Through these relationships, the Company is able to gain insights into additional client marketing needs, and then uses a disciplined approach to develop and commercialize solutions that incorporate a broad range of Quad’s products and services, ultimately expanding and deepening those C-suite relationships.

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Among the ways Quad continuously innovates across its holistic, multichannel, through-the-line marketing solutions are:

Strategy and Consulting:

Through its premier marketing, advertising and creative talent, Quad creates campaigns that attract attention and activate audiences, while also taking into consideration timely, cost-effective deployment, measurement and optimization.

This a key point of differentiation for the Company.

Unlike traditional consulting firms that provide strategy and then outsource production and implementation, Quad harnesses the power of its “maker” culture to not only create the strategy behind high-impact marketing efforts, but also produce all the elements and provide seamless execution across all channels.

Data and Analytics:

The Company continues to make investments in its market intelligence services to drive stronger results for its clients while saving both the Company and its clients time and money while keeping emerging data privacy principles, laws and regulations top of mind.

These services help clients identify both their optimal target audience based on geographics, demographics, psychographics and behaviors, and the best content and mix of channels to reach and engage that audience at the moment they are most receptive.

Quad’s data and analytics innovations include:

• Audience services including an unparalleled household-first targeting approach made possible by Quad’s own proprietary database of households.

This exclusive database of information is augmented with existing third-party data, along with type, category and volume of mail based on what consumers actually received, to create a powerful targeting tool.

Further, the Company’s audience services are seamlessly integrated with activation efforts, which yields improved consistency, stronger response and easier measurement.

• Virtual creative testing for use in predicting the combination of offer, messaging and imagery across all channels to drive response and engagement.

The solution, called Accelerated Marketing Insights, uses a unique combination of high-level mathematics — along with cultural and emotional factors that affect decision-making — to pinpoint how to best motivate a target audience to take a desired action.

Marketers who use the platform have experienced lifts in response rates by as much as 10-20%.

• Brand packaging performance, consumer attention and shelf impact testing using the latest in biometric technology, such as mobile eye-tracking, facial coding and brain activation, in a simulated shopping environment.

The solution, known as Package InSight, provides consumer product goods, brands and marketers with the proprietary data they need to optimize return on investment for brand creative.

• Measurement services that help brands understand where to allocate their budget to achieve their business goals.

For example, through Connex, the Company’s award-winning media optimization platform, digital marketers can unify marketing data across channels and walled gardens, all in one place.

The proprietary technology helps uncover performance trends by audience, creative, product, location and more, eliminating the noise of disparate data sets and identifying the specific value-driving actions they need to take in real time to grow their business.

• Data capture services , including approaches that improve the consumer experience.

For example, the Company helps brands and marketers plan, create, deploy, measure and optimize campaigns using one-to-one Flowcodes ® in creative ways that spark consumer interaction offline to online, delivering first-party user scan data that better identifies audiences and their passions.

With this data, clients can create and deploy the most relevant content and offers, driving brand loyalty and sales.

Technology Solutions:

Quad has been innovating client-facing technology solutions for more than 20 years.

Today, the Company’s next-gen mar-tech platform uniquely connects marketing strategy, global content creation, analytics and personalized communications across offline and online channels, including the in-store consumer experience.

Through this holistic approach, Quad ensures marketing efforts are relevant, consistent and scalable, and achieve optimal return on ad spend.

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Additionally, the Company’s platform supports the growing importance of retail media networks — a collection of digital channels offered by retailers that are useful to individual brands for reaching and engaging shoppers.

As a result, the Company automates connections between a retailer’s advertising infrastructure (e.g., websites and apps) and brand advertising content.

Quad’s print division leverages its own Smartools® proprietary enterprise resource planning system to provide seamless, real-time information flow across all facets of print manufacturing and deployment — from print sales and estimating to production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer service.

Quad also has applied robotic process automation in various administrative functions to streamline data processing and report generation.

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

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.

These investments also have enabled it to remain the print industry’s high-quality, low-cost producer.

Marketing Management:

Media Services:

The Company, which manages hundreds of millions of dollars of media billings annually, works with a variety of industry-leading clients to deliver a fully integrated and innovative approach to media across all offline and online channels.

Quad excels in audience-led campaign development with the diligence required for optimum engagement.

Its approach provides clients with deep exploration into audience behavior to reach consumers with targeted messages in the moments they are most receptive and likely to engage — ultimately leading to the performance and growth clients expect from their media agency.

The Company continues to innovate in this space to create additional value for its clients.

For example, its integrated connections planning process drives client business performance through data-driven orchestration of the right brand actions in the right moments for the right audiences.

Through this process, clients better understand who their most important audiences are, and how to connect with them across all channels and touchpoints on the terms they prefer while driving desired behaviors.

The connections planning process is also part of — and integrated with — Quad’s creative solutions, outlined below.

Creative and Content Solutions:

Clients credit Quad’s creative solutions for providing a more integrated, channel agnostic, content-first approach.

Instead of creating content by channels or in silos — wasting resources and time, and creating inconsistencies — the Company’s holistic and strategic approach focuses on what content is needed, creating it well and deploying it.

The Company has the talent and extensive resources to execute marketers’ and publishers’ creative and content needs at scale.

These resources include videographers, photographers, copywriters, CGI artists and animation experts, among others, who work from Quad’s own network of client on-site, near-site and standalone studios and agency locations around the globe.

For clients with their own creative content operations, the Company offers strategic process design services to identify and address process gaps that slow production, create inconsistent brand assets, and/or lead to time-consuming and costly rework.

Managed Services:

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.

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and print and paper management.

As a result, clients can focus on other critical aspects of business while leveraging Quad’s expertise and purchasing power.

By leveraging Quad’s knowledge and purchasing power, clients can focus on other critical aspects of their business.

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Vertically Integrated Capabilities

A commitment to innovation and creating a better way to do business has also helped to expand Quad’s vertically-integrated print and non-print capabilities.

Through ongoing innovation in prepress/premedia services, paper procurement and ink manufacturing (through Quad’s Chemical Research\Technology subsidiary), the Company maintains a competitive advantage in delivering lower costs and enhanced customer service for its clients while providing the Company with substantial control over critical links in the overall print supply chain to help control the quality, cost and availability of key inputs in the printing process.

Quad has vertically integrated print and non-print capabilities that provide a distinct competitive advantage.

For example, the Company has its own prepress/pre-media services, paper procurement, ink manufacturing (through subsidiary Chemical Research/Technology), and logistics and transportation services (through its in-house Quad Transportation Services division and Duplainville Transport trucking division), which the Company leverages to lower costs and enhance customer service for its clients while providing Quad with substantial control over critical links in the overall print supply chain.

Through these services, Quad helps improve the quality, cost and availability of key inputs in the printing and distribution processes.

The Company created a health and wellness subsidiary QuadMed, LLC (“QuadMed”) in 1990 to address its own employees’ needs for quality, cost-effective health care.

Today, QuadMed provides worksite health care solutions nationally for approximately 30 employers of all sizes and across all industries, including private and public sector employers.

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.

These solutions include on-site, 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.

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

Quad believes it can do good in the world while doing well as a business.

The Company’s long-standing focus on “creating a better way” is a reflection of its “maker” culture where employees not only envision solutions, but actually create and execute them.

This approach has been a hallmark of the Company’s culture for more than 50 years and has inspired creativity in how it addresses environmental, social and governance (ESG) matters and contributed to good corporate citizenship.

The Company details its progress on driving positive, sustainable change annually in its ESG report, which includes advancements on environmental and social commitments, several of which were achieved in 2022.

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.

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

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.

Quad seeks to operate in an environmentally responsible manner by challenging itself to create better ways to conduct business that better serve the environment, and reflect the values of its clients and their customers.

This approach focuses on conserving raw materials, reducing waste and energy use, 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:

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

Responsible Consumption and Production and SDG 15:

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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.

and non-profit organizations to share knowledge and 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.

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• 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 ).

• Mitigating the dangers associated with hazardous waste through comprehensive chemical and hazardous waste management practices, including safe handling practices in our operations and finding ways to reduce the use of chemicals and solvents.

• 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.

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• 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.

Department of Energy in the Company’s Hartford, Sussex and West Allis, Wis., and Saratoga Springs, N.

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.

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Attracting, Developing and Retaining Highly Qualified Talent

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, training and education to increase engagement, productivity and efficiency.

Quad relies on highly qualified, skilled and knowledgeable talent to advance its strategic priorities and maintain its competitive advantage as a marketing experience company.

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As of December 31, 2022, the Company had approximately 15,300 full-time equivalent (“FTE”) employees in the following geographies:

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South America 700

The ways in which Quad attracts, develops and retains highly qualified talent include, among others, the following:

• Providing and maintaining a world-class culture and environment for health and safety.

The Company strives for zero workplace injuries and illnesses through its Safety Accountability for All Employees (SAFE) policy which states that no department is considered properly managed – regardless of proficiency in other managerial areas – unless it maintains an acceptable level of safety performance.

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).

The ways in which Quad attracts, develops and retains highly qualified talent to accelerate the Company’s growth as a marketing experience company include the following:

• Embracing forward-thinking workplace practices, such as flexible work models;

implementing innovative talent acquisition strategies to meet labor and business needs;

and providing training and reward programs.

• 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;

The Company regularly evaluates its pay practices and structures to ensure that Quad is competitive in the markets where it operates, and equitable based on employees’ experience, job responsibilities, performance and business results.

• Offering a Total Rewards package centered on inclusive programs tailored to the unique needs of the whole person and with a continued priority focus on employee total well-being.

For additional information, see “Compensation and Benefits” below.

• Offering career development paths for accelerated responsibility and pay, including Accelerated Career Training , which provides a fast-track for career advancement in manufacturing positions;

People Leading People , which 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;

and hands-on, mentor-led manufacturing apprenticeship programs.

• Creating a unique career development program focused on the specific needs of Milwaukee’s central city.

The program, which includes a recruiting and training hub known as Quad MKE, connects people to family sustaining careers at Quad, and provides the tools and training, and free transportation to set up new employees for success.

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

employee and family events;

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.

• Providing and maintaining a world-class culture and environment for health and safety.

The Company strives for zero workplace injuries and illnesses through its Safety Accountability for All Employees (SAFE) policy which states that no department is considered properly managed — regardless of proficiency in other managerial areas — unless it maintains an acceptable level of safety performance.

All employees, from entry-level through senior management, are held accountable for adhering to the Company’s safety policies, and are provided with training and other resources.

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Compensation and Benefits

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• 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.

• 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, 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, including a newly launched nationwide behavioral health program in 2022 that provides in-person and virtual counseling through licensed therapists.

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

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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.

To achieve its stated DEI goals, the Company has:

• Launched a DEI Task Force that includes representation from all employee levels, Business Resource Groups (BRGs), and many business areas and Company brands, such a QuadMed, Periscope and Rise Interactive.

This team helps promote and foster a culture of inclusion, builds and executes a more comprehensive and sustainable strategy, and develops the metrics that will hold the Company accountable for its DEI commitments.

• Strengthened partnerships with nationally recognized DEI experts, consultants, community partners and researchers that include tailored DEI learning and development programs for employees.

• Supported employee-led BRGs through a BRG Advancement Program that includes resource guides, training and annual budgets.

Quad’s BRGs are designed to cultivate an open company culture for employees who share common interests, providing a way to easily and regularly connect, and encourage each other’s growth and development.

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.

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• Continued to support the education and advancement of talent from untapped communities in the creative industry through scholarships at institutions committed to diversifying the talent pathway, and through talent development programs, such as The BrandLab, a non-profit focused on changing the face and voice of the marketing industry by exposing young people from diverse ethnic and socioeconomic backgrounds to viable creative careers.

• Created and introduced a new DEI performance review competency centered on advancing inclusive behaviors (i.e., behaving in ways that make everyone feel valued, respected and supported).

In addition to creating a safe and open environment where all employees can bring their truest and best selves to work every day, the competency directly correlates to improving engagement and retention rates — key business imperatives.

• Continued to engage U.S.

employees in DEI-related topics through learning programs and I am.

We are., an internal education and communication platform.

• Continued to grow 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

The Company believes that timely, transparent communication with all employees is an important engagement tool, and uses a variety of channels to inform and educate employees about business operations and matters of personal importance (e.g., benefits).

The Company believes in the power of building strong communities, and understands that its reputation for doing good continues to make Quad the kind of company people choose to work for, do business with, invest in and call a true neighbor.

By investing financial resources and providing in-kind services, including volunteerism by employees, the Company:

• Builds economic and social resiliency;

• Helps the underserved and under-resourced;

• Supports community education, arts and service pillars;

• Celebrates with diverse community members;

• Responds in time of crises.

Communications

These channels include InsideQuad, the employee intranet;

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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.

Governance starts at the highest level of the Company with oversight by the Board of Directors, which is responsible for minimizing risk while maximizing the effectiveness of Quad’s business strategy.

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.

It is able to do this because of the Quadracci family voting control, which enables the Company to manage its strategy and disciplined financial policy by being able to avoid the pitfalls of short-term decision making that could potentially jeopardize the stability and longevity of the Company.

• 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 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 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.

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• 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, physical security, acceptable use policy for technology assets, and anti-bribery and anti-corruption.

• 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 a web-based reporting tool with guidance in multiple languages.

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

The Quadracci family voting control enables the Company to manage its strategy and disciplined financial policy and helps avoid the pitfalls of short-term decision-making that could potentially jeopardize the stability and long-term growth prospects of the Company.

• 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’s combination of entrepreneurially minded leaders with a long tenure at Quad and strategic new-hires is complemented by managers and employees committed to advancing the Company as a marketing experience company.

• Sustaining a disciplined approach to managing operations and committing to innovating solutions.

• Reducing risk to the business through a formal Enterprise Risk Management program that is managed by an executive risk steering committee that takes a strategic role in risk identification and response planning.

• 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.

The program includes ongoing employee education to ensure physical and digital workspaces remain secure, valuable data remains private, potential phishing and malware threats are spotted, and risky behaviors are avoided.

• Maintaining 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.

Since March 2020, Quad’s response to the COVID-19 pandemic was focused on 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 has been 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 has been informed by guidance from public health professionals, including the Centers for Disease Control and Prevention (CDC), 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.

During the worst of the pandemic, Quad’s Safe at Work program provided for the health and safety of employees while continuing to meet the needs of clients.

This program strongly encouraged all employees and family members to get the COVID-19 vaccine and booster;

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

featured an internal Rapid Response Team of HR and other professionals to assess COVID-19 cases, perform contact tracing, and support and track employees through their return to our work locations;

included a branded communication strategy built on transparent, frequent and consistent communication across multiple channels;

and equipped 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.

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In fall 2022, as COVID-19 infection rates and cases continued to drop nationwide, the Company transitioned to a Well at Work program that applied important lessons learned from the COVID-19 pandemic.

The Well at Work program encourages employees to make the best choices to protect themselves and those around them against all respiratory viruses, including COVID-19, seasonal flu, Respiratory Syncytial Virus (RSV) and colds.

Quad uses its QLife Wellness platform (accessible through the employee intranet) to share important communications and resources, including commonsense measures to protect themselves and others.

Through this ongoing program, Quad employees are made aware of how their personal choices impact wellness in all aspects of their lives — physical, emotional, financial and social — while also protecting the health of the business.

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

The Company produces the majority of ink used in its print production, allowing it to control the quality, cost and supply of key inputs.

The Company produces the majority of ink used in its print manufacturing, allowing it to control the quality, cost and supply of key inputs.

Raw materials for the ink manufacturing process are purchased externally from a variety of vendors.

The Company generally cannot pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations.

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The Company may not be able to fully pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations.

The Company mitigates its risk through natural gas hedges when appropriate.

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

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 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.

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

The following table sets forth the names, ages (as of January 31, 2022) and positions of Quad’s executive officers.

The following table sets forth the names, ages (as of February 16, 2023) and positions of Quad’s executive officers.

Name Age Position

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Ashworth 57 Executive Vice President of Product and Market Strategy, and President of Quad Agency Solutions

Bauer 58 Vice President and Chief Accounting Officer

Currie 60 Executive Vice President and Chief Revenue Officer

Golden 51 Chief Marketing Officer

Gruen 49 General Counsel and Corporate Secretary

Honan 54 Executive Vice President and Chief Operating Officer

Kent 50 Executive Vice President and Chief People & Legal Officer

Jaeger 58 Vice President and Chief Information Officer

McKenna 50 Executive Vice President and Chief Administrative Officer

Quadracci 55 Chief Human Resources Officer

Staniak 50 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

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.

Vanderboom 48 Executive Vice President and Treasurer;

Head of Agency Operations and Logistics

Joel 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.

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 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.

Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad, and the brother-in-law of Christopher B.

Harned, a director of Quad.

He also serves on the board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum.

Quadracci received a B.A.

in Philosophy from Skidmore College in 1991.

Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed, the brother-in-law of Christopher B.

Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer.

Quad believes that Mr.

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Ashworth has served as Executive Vice President of Product and Market Strategy since joining Quad in 2015 and President of Quad Agency Solutions since April 2016.

Ashworth also serves on the board of directors of Ash+Ames, and is a board member of the Chicago Children’s Choir.

Prior to joining Quad, Mr.

Ashworth was President of SGK, Inc.

(formerly Schawk, Inc.) from July 2012 to July 2015, Chief Growth and Strategy Officer of SGK from September 2009 to July 2012, and Global Chief Growth Officer of Anthem Worldwide (a division of SGK) from November 2003 to 2010.

(formerly Schawk, Inc.) from July 2012 to July 2015;

Chief Growth and Strategy Officer of SGK from September 2009 to July 2012;

and Global Chief Growth Officer of Anthem Worldwide (a division of SGK) from November 2003 to 2010.

Prior thereto, Mr.

Ashworth was Co-founder and President of BlueMint Associates from June 2002 through November 2003, after serving in various marketing roles at Fitch San Francisco, Addis Interaction, Levi Strauss & Co., Clorox, Colgate-Palmolive and National Semiconductor.

Ashworth is a board member of Uniting Voices Chicago (formerly Chicago Children’s Choir) and The BrandLab, a nonprofit organization that works to increase diversity in the marketing industry.

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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.

Currie has served as Executive Vice President and Chief Revenue Officer since November 2020.

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Prior thereto, Ms.

Currie served as Senior VP of Global Retail Product Leadership from 2016 to 2019, as Senior VP, Global Loyalty Commercial Director from 2012 to 2016, as Senior VP, Global Business Services North America from 2008 to 2012, as VP, National Accounts Group Client Director from 2003 to 2007, and as VP, Group Client Director from 2001 to 2003 of The Nielsen Company.

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

Currie served as Senior Vice President of Global Retail Product Leadership from 2016 to 2019;

as Senior Vice President, Global Loyalty Commercial Director from 2012 to 2016;

as Senior Vice President, Global Business Services North America from 2008 to 2012;

as Vice President, National Accounts Group Client Director from 2003 to 2007;

and as Vice President, Group Client Director from 2001 to 2003 of The Nielsen Company.

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

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

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Prior thereto, Mr.

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

Golden served as Vice President, Global Digital Marketing 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 Chief Digital Officer of Grey Group from September 2010 to September 2011;

as Managing Director, Digital of Havas 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.

and as Head of Digital Division at Young & Rubicam from November 2000 to January 2006.

Gruen has served as Quad’s General Counsel and Corporate Secretary since 2023.

Gruen joined Quad’s legal team in 2007 as Employment Counsel, and became Assistant General Counsel in 2014.

She became Deputy General Counsel and Chief Compliance Officer in 2015, and was promoted to Vice President in this role in 2016.

Gruen became Vice President, Chief Compliance and Risk Officer & Deputy General Counsel, and in 2022 was promoted to Senior Vice President, Chief Risk & Compliance Officer and Deputy General Counsel.

Prior to joining Quad, Ms.

Gruen was an associate attorney at Foley & Lardner, Sonnenschein Nath & Rosenthal (now part of Dentons), and Seyfarth Shaw.

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

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Prior to joining Quad, Mr.

Honan served as Vice President, General Manager and Chief Financial Officer of Journal Community Publishing Group, a subsidiary of media conglomerate Journal Communications Inc., for five years.

Before joining Journal Community Publishing Group, Mr.

Honan worked in executive-level roles in investor relations and corporate development at Newell Rubbermaid, a global marketer of consumer and commercial products.

Honan served as Vice President, General Manager and Chief Financial Officer of Journal Community Publishing Group, a subsidiary of diversified media company Journal Communications Inc., for five years, and executive-level roles in investor relations and corporate development at Newell Rubbermaid, a global marketer of consumer and commercial products.

Prior thereto, Mr.

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

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 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.

Kent held various positions in the legal department at Harley-Davidson Motor Company from March 2003 to July 2010.

Prior thereto, Ms.

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.

Vanderboom was put in charge of leading Quad’s EBITDA initiatives in October of 2019.

Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Quad’s Distribution and Facilities departments from 2004 until 2006;

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.

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McKenna has served as Executive Vice President and Chief Administrative Officer of Quad since January 2022.

He previously served as Senior Vice President of Sales Administration from August 2018 to January 2022;

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, the leadership role he maintained until joining Quad in 2010.

Robert Quadracci has served as Quad’s Chief Human Resources Officer since 2023.

Previously, he was Vice President of Human Resources - Sales, Marketing & Quad Agency Solutions from January 2022 to February 2023;

Executive Director – Human Resources from 2014 to 2022;

and Human Resources Director from 1999 to 2014.

Prior to joining Quad, Mr.

Quadracci worked at Edison International from 1992 to 1999 as a Project Manager, Workforce Management and Corporate Redeployment.

Quadracci is the first cousin of J.

Joel Quadracci, Chairman, President and Chief Executive Officer of Quad, and Kathryn Quadracci, M.D., a director of Quad and President of QuadMed.

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 Chief Financial Officer of data consulting firm Sagence, Inc.

He began his career at the accounting firm Arthur Andersen LLP 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, Treasurer and President of Logistics since March 2014 and Head of Agency Operations since February 2023.

He previously served as Vice President of the Program Management Office (PMO) from October 2019 until February 2023 (in which he led Quad’s EBITDA enhancement initiatives).

Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Parcel Direct, a freight expediting subsidiary sold to FedEx in 2004;

Controller of Quad’s Distribution and Facilities departments from 2004 until 2006;

Director of Treasury, Risk & Planning, beginning in 2007;

and Vice President, beginning in 2008.

Vanderboom serves on the advisory board at Rise Interactive, a Quad company.

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