Quad/Graphics (NYSE: QUAD) returns to profit in Q2 and maintains 2026 guidance
Rhea-AI Filing Summary
Quad/Graphics reported Q2 2026 results with net sales of $577.5 million, up from $571.9 million a year earlier. Net earnings were $3.7 million versus a $0.1 million loss, and diluted EPS was $0.07. Adjusted EBITDA was $42.0 million compared with $43.3 million, while Adjusted diluted EPS increased to $0.24 from $0.14.
For the first half of 2026, net sales were $1,158.5 million, down 4% from 2025, but net earnings rose to $9.9 million and diluted EPS to $0.20. Adjusted EBITDA was $86.7 million versus $88.8 million, and Adjusted diluted EPS rose to $0.48 from $0.34. Free cash flow was negative $66.2 million and net cash used in operating activities was $40.9 million. Net debt was $394.1 million, with a Net Debt Leverage Ratio of 2.03x.
The company repurchased 0.4 million shares year-to-date, has bought back 7.9 million shares since 2022 (14.1% of March 31, 2022 shares), and declared a $0.10 quarterly dividend payable September 4, 2026. Management reaffirmed 2026 guidance, including a 1% to 5% decline in Adjusted annual net sales change, Adjusted EBITDA of $175 million to $215 million, free cash flow of $40 million to $60 million and year-end leverage around 1.5x, and highlighted investments in packaging capacity and expanded client relationships.
Positive
- None.
Negative
- None.
Filing Explained
At June 30, the balance sheet’s low cash position was the main additional structural detail from the quarter’s results.
As of
The filing defines free cash flow as operating cash flow less property, plant and equipment purchases, and net debt as debt and finance lease obligations less cash.
Cash and cash equivalents declined from
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Net Sales: $577.5 million
Q2 2026 Net Earnings: $3.7 million
Q2 2026 Diluted EPS: $0.07
+5 more
8 metrics
Q2 2026 Net Sales
$577.5 million
Three months ended June 30, 2026 vs $571.9 million in 2025
Q2 2026 Net Earnings
$3.7 million
Three months ended June 30, 2026 vs net loss of $0.1 million in 2025
Q2 2026 Diluted EPS
$0.07
Three months ended June 30, 2026 vs $0.00 a year earlier
Q2 2026 Adjusted EBITDA
$42.0 million
Non-GAAP, three months ended June 30, 2026 vs $43.3 million in 2025
YTD 2026 Net Sales
$1,158.5 million
Six months ended June 30, 2026, a 4% decline from 2025
YTD 2026 Free Cash Flow
$(66.2) million
Non-GAAP free cash flow for six months ended June 30, 2026
Net Debt
$394.1 million
As of June 30, 2026 vs $307.9 million at December 31, 2025
Net Debt Leverage Ratio
2.03x
Net Debt divided by trailing twelve months Adjusted EBITDA at June 30, 2026
Key Terms
Adjusted EBITDA, Free Cash Flow, Net Debt Leverage Ratio, Restructuring, impairment and transaction-related charges, net, +1 more
5 terms
Adjusted EBITDA financial
"Reported Non-GAAP Adjusted EBITDA of $42 million in the second quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"Free Cash Flow was negative $66 million in both year-to-date 2026 and 2025"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Net Debt Leverage Ratio financial
"Year-End Net Debt Leverage Ratio (2) | Approximately 1.5x"
Net debt leverage ratio measures how many years of a company’s core earnings would be needed to pay off its debt after accounting for cash on hand, calculated by dividing net debt (total debt minus cash) by annual operating earnings. Investors use it like a household debt-to-income check: a lower number means the company is in a stronger position to handle obligations and take risks, while a higher number signals greater financial strain and vulnerability to shocks.
Earnings Snapshot
Q2 2026 net sales: $577.5 million · Guidance included
three and six months ended June 30, 2026
Q2 2026 net sales
$577.5 million
up from $571.9 million in Q2 2025
Q2 2026 net earnings
$3.7 million
improved from net loss of $0.1 million in Q2 2025
Q2 2026 diluted EPS
$0.07
up from $0.00 a year earlier
Q2 2026 Adjusted EBITDA
$42.0 million
slightly down from $43.3 million in Q2 2025
YTD 2026 net sales
$1,158.5 million
a 4% decrease from $1,201.3 million in 2025
YTD 2026 Adjusted diluted EPS
$0.48
up from $0.34 in the prior-year period
Guidance
Adjusted annual net sales change decline of 1% to 5%; full-year Adjusted EBITDA of $175 million to $215 million; free cash flow of $40 million to $60 million; capital expenditures of $55 million to $65 million; year-end Net Debt Leverage Ratio approximately 1.5x.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Quad/Graphics (QUAD) perform in Q2 2026?
Quad/Graphics’ Q2 2026 results showed net sales of $577.5 million, up slightly from $571.9 million, and net earnings of $3.7 million versus a small loss a year earlier. Adjusted EBITDA was $42.0 million and Adjusted diluted EPS increased to $0.24 from $0.14.
What were Quad/Graphics (QUAD) year-to-date 2026 financial results?
For the six months ended June 30, 2026, Quad/Graphics reported net sales of $1,158.5 million, a 4% decline from 2025, and net earnings of $9.9 million versus $5.7 million. Adjusted EBITDA was $86.7 million, and Adjusted diluted EPS rose to $0.48 from $0.34.
What 2026 guidance did Quad/Graphics (QUAD) reaffirm?
The company reaffirmed 2026 guidance for Adjusted EBITDA of $175 million to $215 million and free cash flow of $40 million to $60 million. It also guides to a 1%–5% decline in Adjusted annual net sales change and a year-end Net Debt Leverage Ratio of approximately 1.5x.
How did Quad/Graphics (QUAD) cash flow and net debt trend in 2026?
Year-to-date 2026, Quad/Graphics reported negative free cash flow of $66.2 million and net cash used in operating activities of $40.9 million. Net debt was $394.1 million at June 30, 2026, compared with $307.9 million at December 31, 2025, for a Net Debt Leverage Ratio of 2.03x.
What strategic initiatives did Quad/Graphics (QUAD) highlight in Q2 2026?
Quad/Graphics highlighted a new 100,000 square-foot packaging facility in Salt Lake City, expected online in Q4 2026, an expanded strategic relationship with Wakefern Food Corp., and industry recognition for its Rise media agency in a Forrester media management services report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(414 ) 566-6000
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 28, 2026, Quad/Graphics, Inc. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The exhibit listed below is being furnished herewith.
Exhibit
Number
(99.1) Press Release of Quad/Graphics, Inc., dated July 28, 2026, regarding financial results for its second quarter ended June 30, 2026.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | July 28, 2026 | ||||||||||
| QUAD/GRAPHICS, INC. | |||||||||||
| By: | /s/ Anthony C. Staniak | ||||||||||
| Anthony C. Staniak | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
Quad Reports Second Quarter and Year-to-Date 2026 Results
Realizes Net Sales Increase in the Second Quarter and
Reaffirms Full-Year 2026 Financial Guidance
SUSSEX, WI, July 28, 2026 — Quad/Graphics, Inc. (NYSE: QUAD) (“Quad” or the “Company”), a marketing experience company that solves complex marketing challenges for its clients, today reported results for the second quarter ended June 30, 2026.
Recent Highlights
•Realized Net Sales of $578 million in the second quarter of 2026 compared to $572 million in the second quarter of 2025, representing a 1% increase in Net Sales.
•Recognized Net Earnings of $4 million and $0.07 Diluted Earnings Per Share in the second quarter of 2026, compared to a Net Loss of $0.1 million and $0.00 Diluted Loss Per Share in 2025.
•Reported Non-GAAP Adjusted EBITDA of $42 million in the second quarter of 2026, compared to $43 million in 2025.
•Achieved $0.24 Adjusted Diluted Earnings Per Share in the second quarter of 2026, an increase of 71% from $0.14 per share in 2025.
•Earned industry recognition for Rise media agency through inclusion in Forrester’s report, “The Media Management Services Landscape, Q2 2026.”*
•Named strategic marketing partner to Wakefern Food Corp., with Rise serving as client’s media AOR and In-Store Connect by Quad to deploy across 30 ShopRite locations later this year.
•Enhancing the national footprint of Quad’s Packaging business with the addition of a new 100,000 square-foot facility in Salt Lake City, Utah.
•Repurchased 0.4 million shares of Quad Class A common stock in 2026, bringing total repurchases to 7.9 million shares since commencing buybacks in 2022, representing 14.1% of Quad’s March 31, 2022, outstanding shares.
•Declared quarterly dividend of $0.10 per share payable September 4, 2026.
•Reaffirms full-year 2026 financial guidance.
Joel Quadracci, Chairman and Chief Executive Officer of Quad, said: “We continue to execute our long-term strategy by investing in growth-oriented offerings across our agency solutions and targeted print businesses. We announced the westward expansion of our Packaging division with a new facility in Salt Lake City, which is expected to be operational in the fourth quarter of 2026. This investment rounds out a national manufacturing footprint for our Packaging business, enhancing our ability to serve both national brands and regional packaging clients with greater speed, flexibility and reach.
“We also continue to deepen existing account relationships and expand opportunities as clients adopt more of our integrated creative, media and marketing solutions. For example, we have broadened our work with long-time print client Wakefern, the nation’s largest retailer-owned grocery cooperative, to include Rise’s media services; content creation; and In-Store Connect, our in-store retail media network solution, in 30 of its ShopRite stores.
“As we continue to invest in long-term growth, we remain equally focused on driving productivity and operational excellence. Through automation, AI-enabled tools and disciplined cost management, we continue to strengthen our operating model and drive strong productivity in our print business lines. Supported by these efforts, we remain on track to achieve our full-year guidance despite ongoing macroeconomic and geopolitical uncertainty.”
Added Tony Staniak, Chief Financial Officer and Treasurer of Quad: “Net Sales grew year-over-year in the second quarter of 2026, driven by higher paper sales and logistics sales, representing progress toward our 2028 projected full-year revenue growth. Adjusted EBITDA and Free Cash Flow were essentially flat compared to 2025 and consistent with our full-year financial guidance. We continue to monitor inflation, economic and global trade dynamics, and geopolitical tensions, and are adjusting as necessary to mitigate their impact on our business and our clients. While continuing to invest to drive long-term growth, we returned $13 million to shareholders during the first half of 2026 through our quarterly dividend of $0.10 per share and share repurchases. We expect to remain opportunistic in terms of future share repurchases.”
Second Quarter 2026 Financial Results
•Net Sales were $578 million in the second quarter of 2026, an increase of 1% compared to the same period in 2025. The increase in Net Sales was primarily due to higher paper sales and higher logistics sales.
•Net Earnings were $4 million, or $0.07 Diluted Earnings Per Share, in the second quarter of 2026 compared to a Net Loss of $0.1 million, or $0.00 Diluted Loss Per Share, in the second quarter of 2025. The improvement was primarily due to lower interest expense, lower depreciation and amortization, and lower selling, general and administrative expenses, partially offset by the impact from increased income tax expense and increased restructuring, impairment and transaction-related charges, net. Diluted Earnings Per Share were also higher due to the increase in Net Earnings.
•Adjusted EBITDA was $42 million in the second quarter of 2026, compared to $43 million in the same period in 2025. The decrease was primarily due to the mix of Net Sales.
•Adjusted Diluted Earnings Per Share was $0.24 in the second quarter of 2026, as compared to $0.14 in the second quarter of 2025.
Year-to-Date 2026 Financial Results
•Net Sales were $1.2 billion in the six months ended June 30, 2026, a decrease of 4% compared to the same period in 2025. Excluding the 2% impact of the divestiture of the Company’s European operations, Net Sales declined 2%. The decline in Net Sales was primarily due to lower print volumes and lower agency solutions sales, partially offset by higher paper sales.
•Net Earnings were $10 million, or $0.20 Diluted Earnings Per Share, in the six months ended June 30, 2026, compared to Net Earnings of $6 million, or $0.11 Diluted Earnings Per Share, in the same period in 2025. The improvement was primarily due to lower interest expense, lower selling, general and administrative expenses, and lower depreciation and amortization, partially offset by the impact from lower Net Sales, higher income tax expense, and higher restructuring, impairment and transaction-related charges, net.
•Adjusted EBITDA was $87 million in the six months ended June 30, 2026, as compared to $89 million in the same period in 2025. The decrease was primarily due to the impact of lower Net Sales and the impact from the mix of Net Sales, partially offset by lower selling, general and administrative expenses.
•Adjusted Diluted Earnings Per Share was $0.48 in the six months ended June 30, 2026, as compared to $0.34 in the same period in 2025, an increase of 41%.
•Net Cash Used in Operating Activities was $41 million in the six months ended June 30, 2026, compared to $42 million year-to-date in 2025. Free Cash Flow was negative $66 million in both year-to-date 2026 and 2025. As a reminder, the Company historically generates most of its Free Cash Flow in the fourth quarter of the year.
•Net Debt was $394 million at June 30, 2026, as compared to $308 million at December 31, 2025, and $448 million at June 30, 2025. Compared to December 31, 2025, Net Debt increased primarily due to negative $66 million in Free Cash Flow and the payment of cash dividends and share repurchases. When removing seasonality, Net Debt decreased $54 million or 12%.
Dividend
Quad’s next quarterly dividend of $0.10 per share will be payable on September 4, 2026, to shareholders of record as of August 17, 2026.
2026 Guidance
The Company’s full-year 2026 financial guidance is unchanged and is as follows:
| Financial Metric | 2026 Guidance Range | ||||
Adjusted Annual Net Sales Change (1) | 1% to 5% decline | ||||
Full-Year Adjusted EBITDA | $175 million to $215 million | ||||
| Free Cash Flow | $40 million to $60 million | ||||
| Capital Expenditures | $55 million to $65 million | ||||
Year-End Net Debt Leverage Ratio (2) | Approximately 1.5x | ||||
(1) Adjusted Annual Net Sales Change excludes the 2025 Net Sales of $23 million from the Company’s European operations, divested on February 28, 2025.
(2) Net Debt Leverage Ratio is calculated at the midpoint of the Adjusted EBITDA guidance.
Conference Call and Webcast Information
Quad will hold a live webcast and conference call to discuss the results on Wednesday, July 29, 2026, at 8:30 a.m. ET.
Those wishing to participate via the webcast should access the call through the investor relations section of Quad’s website at quad.com/investor-relations. Those wishing to participate via telephone may dial in at 877-328-5508 (USA) or 412-317-5424 (International). Participants may pre-register for the conference call at https://dpregister.com/sreg/10210027/104504e2940.
The webcast replay will be available through the investor relations section of Quad’s website.
*Forrester Objectivity Statement
Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. This report is part of a broader collection of Forrester resources, including interactive models, frameworks, tools, data, and access to analyst guidance. For more information, read about Forrester’s objectivity here.
About Quad
Quad (NYSE: QUAD) is a marketing experience, or MX, company that helps brands make direct consumer connections, from household to in-store to online. The company does this through its MX Solutions Suite, a comprehensive range of marketing and print services that seamlessly integrate creative, production and media solutions across online and offline channels. Supported by state-of-the-art technology and data-driven intelligence, Quad simplifies the complexities of marketing by removing friction wherever it occurs along the marketing journey. The company tailors its uniquely flexible, scalable and connected solutions to each client’s objectives, driving cost efficiencies, improving speed-to-market, strengthening marketing effectiveness and delivering value on client investments.
Quad employs approximately 10,000 people in 10 countries and serves approximately 2,100 clients including industry leading blue-chip companies that serve both businesses and consumers in multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods, and direct-to-consumer; financial services; and health. Quad is ranked among the largest agency companies in the U.S. by Ad Age, buoyed by its full-service media agency, Rise, and creative agency, Betty. Quad is also one of the largest commercial printers in North America, according to Printing Impressions.
For more information about Quad, including its commitment to operating responsibly, intentional innovation and values-driven culture, visit quad.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company’s future results, financial condition, sales, earnings, free cash flow, capital expenditures, leverage, margins, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook of the Company, including information under the heading “2026 Guidance,” and can generally be identified by the use of words or phrases such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “project,” “believe,” or “continue” or the negatives of these terms, variations on them and other similar expressions. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause actual results to be materially different from those expressed in or implied by such forward-looking statements. Forward-looking statements are based largely on the Company’s expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control.
The factors that could cause actual results to materially differ include, among others: the impact of increased business complexity as a result of the Company’s transformation to a marketing experience company, including adapting marketing offerings and business processes as required by new markets; the impact of decreasing demand for printing services and significant overcapacity in a highly competitive environment creating downward pricing pressures and potential under-utilization of assets; the impact of changes in postal rates, service levels or regulations; the impact of rapid changes in technology, including artificial intelligence, and the risk the Company is unable to adapt its marketing offerings to compete in this technology-driven environment; the impact of increases in its operating costs, including the cost and availability of raw materials (such as paper, ink components and other
materials), inventory, parts for equipment, labor, fuel and other energy costs and freight rates, and the risk the Company is unable to pass along such increases to clients; the impact macroeconomic conditions, including elevated interest rates, postal rate increases, tariffs, trade restrictions, cost pressures and the price and availability of paper, have had, and may continue to have, on the Company’s business, financial condition, cash flows and results of operations (including future uncertain impacts); the risk the Company is unable to reduce costs and improve operating efficiency rapidly enough to meet market conditions; the impact of a data-breach of sensitive information, ransomware attack or other cyber incident on the Company; the fragility and decline in overall distribution channels; the failure to attract and retain qualified talent across the enterprise; the impact of digital media and similar technological changes, including digital substitution by consumers; the failure of clients to perform under contracts or to renew contracts with clients on favorable terms or at all; the failure to successfully identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as the successful identification and execution of strategic divestitures; the impact negative publicity could have on our business and brand reputation; the impact of risks associated with the operations outside of the United States (“U.S.”), including trade restrictions, currency fluctuations, the global economy, costs incurred or reputational damage suffered due to improper conduct of its employees, contractors or agents, and geopolitical events like war and terrorism; the impact of significant capital expenditures and investments that may be needed to sustain and grow the Company’s platforms, processes, systems, client and product technology, marketing and talent, to remain technologically and economically competitive, and to adapt to future changes, such as artificial intelligence; the impact of the various restrictive covenants in the Company’s debt facilities on the Company’s ability to operate its business, as well as the uncertain negative impacts macroeconomic conditions may have on the Company’s ability to continue to be in compliance with these restrictive covenants; the impact of an other than temporary decline in operating results and enterprise value that could lead to non-cash impairment charges due to the impairment of property, plant and equipment, goodwill and other intangible assets; the impact of regulatory matters and legislative developments or changes in laws, including changes in cybersecurity, consumer protection, safety, privacy and environmental laws; and the impact on the holders of Quad’s class A common stock of a limited active market for such shares and the inability to independently elect directors or control decisions due to the voting power of the class B common stock; and the other risk factors identified in the Company’s most recent Annual Report on Form 10-K, which may be amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission.
Except to the extent required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
This press release contains financial measures not prepared in accordance with generally accepted accounting principles (referred to as non-GAAP), specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. Adjusted EBITDA is defined as net earnings (loss) excluding interest expense, income tax expense, depreciation and amortization (EBITDA), restructuring, impairment and transaction-related charges, net and the settlement charge from defined benefit pension plan annuitization. EBITDA Margin and Adjusted EBITDA Margin are defined as EBITDA or Adjusted EBITDA divided by Net Sales. Free Cash Flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment. Net Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA. Adjusted Diluted Earnings Per Share is defined as earnings (loss) before income taxes excluding restructuring, impairment and transaction-related charges, net, and adjusted for income tax expense at a normalized tax rate, divided by diluted weighted average number of common shares outstanding.
The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP
measures may be different than non-GAAP financial measures used by other companies. Reconciliations to the GAAP equivalent of these non-GAAP measures are contained in tabular form on the attached unaudited financial statements.
| Investor Relations Contact | ||
| Julie Fraundorf | ||
| Executive Director, Corporate Development & Investor Relations | ||
| IR@quad.com | ||
| Media Contact | ||
| Claire Ho | ||
| Director, Corporate Communications | ||
| 414-566-2955 | ||
| cho@quad.com | ||
1
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2026 and 2025
(in millions, except per share data)
(UNAUDITED)
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | 577.5 | $ | 571.9 | |||||||
| Cost of sales | 456.1 | 448.1 | |||||||||
| Selling, general and administrative expenses | 79.6 | 80.2 | |||||||||
| Depreciation and amortization | 17.2 | 20.7 | |||||||||
| Restructuring, impairment and transaction-related charges, net | 9.7 | 9.2 | |||||||||
| Total operating expenses | 562.6 | 558.2 | |||||||||
| Operating income | 14.9 | 13.7 | |||||||||
| Interest expense | 8.9 | 13.2 | |||||||||
| Net pension (income) expense | (0.2) | 0.3 | |||||||||
| Earnings before income taxes | 6.2 | 0.2 | |||||||||
| Income tax expense | 2.5 | 0.3 | |||||||||
| Net earnings (loss) | $ | 3.7 | $ | (0.1) | |||||||
| Earnings (loss) per share | |||||||||||
| Basic | $ | 0.08 | $ | 0.00 | |||||||
| Diluted | $ | 0.07 | $ | 0.00 | |||||||
| Weighted average number of common shares outstanding | |||||||||||
| Basic | 48.0 | 47.6 | |||||||||
| Diluted | 50.0 | 47.6 | |||||||||
2
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2026 and 2025
(in millions, except per share data)
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | 1,158.5 | $ | 1,201.3 | |||||||
| Cost of sales | 914.2 | 948.1 | |||||||||
| Selling, general and administrative expenses | 158.0 | 163.7 | |||||||||
| Depreciation and amortization | 35.6 | 40.4 | |||||||||
| Restructuring, impairment and transaction-related charges, net | 18.1 | 15.8 | |||||||||
| Total operating expenses | 1,125.9 | 1,168.0 | |||||||||
| Operating income | 32.6 | 33.3 | |||||||||
| Interest expense | 18.9 | 25.6 | |||||||||
| Net pension (income) expense | (0.4) | 0.7 | |||||||||
| Earnings before income taxes | 14.1 | 7.0 | |||||||||
| Income tax expense | 4.2 | 1.3 | |||||||||
| Net earnings | $ | 9.9 | $ | 5.7 | |||||||
| Earnings per share | |||||||||||
| Basic | $ | 0.21 | $ | 0.12 | |||||||
| Diluted | $ | 0.20 | $ | 0.11 | |||||||
| Weighted average number of common shares outstanding | |||||||||||
| Basic | 47.9 | 47.8 | |||||||||
| Diluted | 49.8 | 50.1 | |||||||||
3
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and December 31, 2025
(in millions)
| (UNAUDITED) June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 7.4 | $ | 63.3 | |||||||
| Receivables, less allowances for credit losses | 298.2 | 294.8 | |||||||||
| Inventories | 156.1 | 143.5 | |||||||||
| Prepaid expenses and other current assets | 39.8 | 36.8 | |||||||||
| Total current assets | 501.5 | 538.4 | |||||||||
| Property, plant and equipment—net | 454.0 | 461.6 | |||||||||
| Operating lease right-of-use assets—net | 63.6 | 68.0 | |||||||||
| Goodwill | 107.6 | 107.6 | |||||||||
| Other intangible assets—net | 11.7 | 13.7 | |||||||||
| Other long-term assets | 59.4 | 63.6 | |||||||||
| Total assets | $ | 1,197.8 | $ | 1,252.9 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Accounts payable | $ | 315.3 | $ | 342.0 | |||||||
| Other current liabilities | 184.2 | 211.7 | |||||||||
| Short-term debt and current portion of long-term debt | 50.2 | 47.0 | |||||||||
| Current portion of finance lease obligations | 0.6 | 0.5 | |||||||||
| Current portion of operating lease obligations | 23.4 | 23.0 | |||||||||
| Total current liabilities | 573.7 | 624.2 | |||||||||
| Long-term debt | 349.8 | 322.9 | |||||||||
| Finance lease obligations | 0.9 | 0.8 | |||||||||
| Operating lease obligations | 44.3 | 49.8 | |||||||||
| Deferred income taxes | 4.1 | 4.0 | |||||||||
| Other long-term liabilities | 100.3 | 122.6 | |||||||||
| Total liabilities | 1,073.1 | 1,124.3 | |||||||||
| Shareholders’ equity | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 1.4 | 1.4 | |||||||||
| Additional paid-in capital | 842.7 | 846.2 | |||||||||
| Treasury stock, at cost | (35.6) | (36.3) | |||||||||
| Accumulated deficit | (623.4) | (623.2) | |||||||||
| Accumulated other comprehensive loss | (60.4) | (59.5) | |||||||||
| Total shareholders’ equity | 124.7 | 128.6 | |||||||||
| Total liabilities and shareholders’ equity | $ | 1,197.8 | $ | 1,252.9 | |||||||
4
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2026 and 2025
(in millions)
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net earnings | $ | 9.9 | $ | 5.7 | |||||||
| Adjustments to reconcile net earnings to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 35.6 | 40.4 | |||||||||
| Impairment charges | 1.0 | 4.5 | |||||||||
| Amortization of debt issuance costs and original issue discount | 0.8 | 0.8 | |||||||||
| Stock-based compensation | 4.2 | 3.8 | |||||||||
| Loss on the sale of a business | — | 0.5 | |||||||||
| Loss (gain) on the sale or disposal of property, plant and equipment, net | 0.1 | (4.5) | |||||||||
| Deferred income taxes | (0.1) | 0.6 | |||||||||
| Changes in operating assets and liabilities - net of acquisitions and divestitures | (92.4) | (93.4) | |||||||||
| Net cash used in operating activities | (40.9) | (41.6) | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment | (25.3) | (24.3) | |||||||||
| Cost investment in unconsolidated entities | — | (0.2) | |||||||||
| Proceeds from the sale of property, plant and equipment | 0.2 | 5.3 | |||||||||
| Acquisition of a business | (1.9) | (16.3) | |||||||||
| Other investing activities | 0.2 | (2.7) | |||||||||
| Net cash used in investing activities | (26.8) | (38.2) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Payments of current and long-term debt | (18.3) | (13.0) | |||||||||
| Payments of finance lease obligations | (0.3) | (0.7) | |||||||||
| Borrowings on revolving credit facilities | 618.9 | 678.4 | |||||||||
| Payments on revolving credit facilities | (571.4) | (590.7) | |||||||||
| Purchases of treasury stock | (3.2) | (7.6) | |||||||||
| Equity awards redeemed to pay employees’ tax obligations | (3.8) | (3.6) | |||||||||
| Payment of cash dividends | (10.2) | (7.4) | |||||||||
| Net cash provided by financing activities | 11.7 | 55.4 | |||||||||
| Effect of exchange rates on cash and cash equivalents | 0.1 | 0.2 | |||||||||
| Net decrease in cash and cash equivalents, including cash classified as held for sale | (55.9) | (24.2) | |||||||||
| Less: net decrease in cash classified as held for sale | — | (1.7) | |||||||||
| Net decrease in cash and cash equivalents | (55.9) | (22.5) | |||||||||
| Cash and cash equivalents at beginning of period | 63.3 | 29.2 | |||||||||
| Cash and cash equivalents at end of period | $ | 7.4 | $ | 6.7 | |||||||
5
QUAD/GRAPHICS, INC.
SEGMENT FINANCIAL INFORMATION
For the Three and Six Months Ended June 30, 2026 and 2025
(in millions)
(UNAUDITED)
| Net Sales | Operating Income (Loss) | Restructuring, Impairment and Transaction-Related Charges, Net (1) | |||||||||||||||
| Three months ended June 30, 2026 | |||||||||||||||||
| United States Print and Related Services | $ | 526.0 | $ | 26.7 | $ | 5.8 | |||||||||||
| International | 51.5 | 1.9 | 3.3 | ||||||||||||||
| Total operating segments | 577.5 | 28.6 | 9.1 | ||||||||||||||
| Corporate | — | (13.7) | 0.6 | ||||||||||||||
| Total | $ | 577.5 | $ | 14.9 | $ | 9.7 | |||||||||||
| Three months ended June 30, 2025 | |||||||||||||||||
| United States Print and Related Services | $ | 524.5 | $ | 22.8 | $ | 8.6 | |||||||||||
| International | 47.4 | 3.9 | 0.2 | ||||||||||||||
| Total operating segments | 571.9 | 26.7 | 8.8 | ||||||||||||||
| Corporate | — | (13.0) | 0.4 | ||||||||||||||
| Total | $ | 571.9 | $ | 13.7 | $ | 9.2 | |||||||||||
| Six months ended June 30, 2026 | |||||||||||||||||
| United States Print and Related Services | $ | 1,057.0 | $ | 52.8 | $ | 13.5 | |||||||||||
| International | 101.5 | 5.6 | 3.6 | ||||||||||||||
| Total operating segments | 1,158.5 | 58.4 | 17.1 | ||||||||||||||
| Corporate | — | (25.8) | 1.0 | ||||||||||||||
| Total | $ | 1,158.5 | $ | 32.6 | $ | 18.1 | |||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||
| United States Print and Related Services | $ | 1,078.3 | $ | 54.5 | $ | 12.1 | |||||||||||
| International | 123.0 | 4.5 | 3.0 | ||||||||||||||
| Total operating segments | 1,201.3 | 59.0 | 15.1 | ||||||||||||||
| Corporate | — | (25.7) | 0.7 | ||||||||||||||
| Total | $ | 1,201.3 | $ | 33.3 | $ | 15.8 | |||||||||||
______________________________
(1)Restructuring, impairment and transaction-related charges, net are included within operating income (loss).
6
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
EBITDA, EBITDA MARGIN, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
For the Three Months Ended June 30, 2026 and 2025
(in millions, except margin data)
(UNAUDITED)
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net earnings (loss) | $ | 3.7 | $ | (0.1) | |||||||
| Interest expense | 8.9 | 13.2 | |||||||||
| Income tax expense | 2.5 | 0.3 | |||||||||
| Depreciation and amortization | 17.2 | 20.7 | |||||||||
| EBITDA (non-GAAP) | $ | 32.3 | $ | 34.1 | |||||||
| EBITDA Margin (non-GAAP) | 5.6 | % | 6.0 | % | |||||||
Restructuring, impairment and transaction-related charges, net (1) | 9.7 | 9.2 | |||||||||
| Adjusted EBITDA (non-GAAP) | $ | 42.0 | $ | 43.3 | |||||||
| Adjusted EBITDA Margin (non-GAAP) | 7.3 | % | 7.6 | % | |||||||
______________________________
(1)Operating results for the three months ended June 30, 2026 and 2025, were affected by the following restructuring, impairment and transaction-related charges, net:
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Employee termination charges (a) | $ | 6.7 | $ | 5.8 | |||||||
Impairment charges (b) | 0.8 | 4.2 | |||||||||
Transaction-related charges (c) | 0.4 | 0.4 | |||||||||
Integration costs (d) | 0.3 | 0.2 | |||||||||
Other restructuring charges (income) (e) | 1.5 | (1.4) | |||||||||
| Restructuring, impairment and transaction-related charges, net | $ | 9.7 | $ | 9.2 | |||||||
______________________________
(a)Employee termination charges were related to workforce reductions through facility consolidations and separation programs.
(b)Impairment charges were for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations and other capacity reduction activities, as well as software licensing and related implementation costs from a terminated project and charges for operating lease right-of-use assets during the three months ended June 30, 2025.
(c)Transaction-related charges consisted of professional service fees related to business acquisition and divestiture activities.
(d)Integration costs were primarily costs related to the integration of acquired companies.
(e)Other restructuring charges (income) primarily include costs to maintain and exit closed facilities, as well as lease exit charges, and are presented net of a $4.3 million gain on the sale of the West Sacramento, California facility during the three months ended June 30, 2025.
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
7
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
EBITDA, EBITDA MARGIN, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
For the Six Months Ended June 30, 2026 and 2025
(in millions, except margin data)
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net earnings | $ | 9.9 | $ | 5.7 | |||||||
| Interest expense | 18.9 | 25.6 | |||||||||
| Income tax expense | 4.2 | 1.3 | |||||||||
| Depreciation and amortization | 35.6 | 40.4 | |||||||||
| EBITDA (non-GAAP) | $ | 68.6 | $ | 73.0 | |||||||
| EBITDA Margin (non-GAAP) | 5.9 | % | 6.1 | % | |||||||
Restructuring, impairment and transaction-related charges, net (1) | 18.1 | 15.8 | |||||||||
| Adjusted EBITDA (non-GAAP) | $ | 86.7 | $ | 88.8 | |||||||
| Adjusted EBITDA Margin (non-GAAP) | 7.5 | % | 7.4 | % | |||||||
______________________________
(1)Operating results for the six months ended June 30, 2026 and 2025, were affected by the following restructuring, impairment and transaction-related charges, net:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Employee termination charges (a) | $ | 11.1 | $ | 6.5 | |||||||
Impairment charges (b) | 1.0 | 4.5 | |||||||||
Transaction-related charges (c) | 0.6 | 3.0 | |||||||||
Integration costs (d) | 0.7 | 0.2 | |||||||||
Other restructuring charges, net (e) | 4.7 | 1.6 | |||||||||
| Restructuring, impairment and transaction-related charges, net | $ | 18.1 | $ | 15.8 | |||||||
______________________________
(a)Employee termination charges were related to workforce reductions through facility consolidations and separation programs.
(b)Impairment charges were for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations and other capacity reduction activities, as well as software licensing and related implementation costs from a terminated project and charges for operating lease right-of-use assets during the six months ended June 30, 2025.
(c)Transaction-related charges consisted of professional service fees related to business acquisition and divestiture activities, including charges related to the sale of the European operations in 2025.
(d)Integration costs were primarily costs related to the integration of acquisitions.
(e)Other restructuring charges, net primarily include costs to maintain and exit closed facilities, as well as lease exit charges, and are presented net of a $4.3 million gain on the sale of the West Sacramento, California facility during the six months ended June 30, 2025.
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
8
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
FREE CASH FLOW
For the Six Months Ended June 30, 2026 and 2025
(in millions)
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash used in operating activities | $ | (40.9) | $ | (41.6) | |||||||
| Less: purchases of property, plant and equipment | 25.3 | 24.3 | |||||||||
| Free Cash Flow (non-GAAP) | $ | (66.2) | $ | (65.9) | |||||||
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
9
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
NET DEBT AND NET DEBT LEVERAGE RATIO
As of June 30, 2026 and December 31, 2025
(in millions, except ratio)
(UNAUDITED)
| June 30, 2026 | December 31, 2025(2) | ||||||||||
| Total debt and finance lease obligations on the condensed consolidated balance sheets | $ | 401.5 | $ | 371.2 | |||||||
| Less: Cash and cash equivalents | 7.4 | 63.3 | |||||||||
| Net Debt (non-GAAP) | $ | 394.1 | $ | 307.9 | |||||||
Divided by: trailing twelve months Adjusted EBITDA (non-GAAP) (1) | $ | 194.1 | $ | 196.2 | |||||||
| Net Debt Leverage Ratio (non-GAAP) | 2.03 | x | 1.57 | x | |||||||
______________________________
(1)The calculation of Adjusted EBITDA for the trailing twelve months ended June 30, 2026, and December 31, 2025, was as follows:
| Add | Subtract | Trailing Twelve Months Ended | |||||||||||||||||||||
| Year Ended | Six Months Ended | ||||||||||||||||||||||
December 31, 2025(2) | June 30, 2026 | June 30, 2025 | June 30, 2026 | ||||||||||||||||||||
| Net earnings | $ | 27.0 | $ | 9.9 | $ | 5.7 | $ | 31.2 | |||||||||||||||
| Interest expense | 50.5 | 18.9 | 25.6 | 43.8 | |||||||||||||||||||
| Income tax expense | 5.5 | 4.2 | 1.3 | 8.4 | |||||||||||||||||||
| Depreciation and amortization | 78.6 | 35.6 | 40.4 | 73.8 | |||||||||||||||||||
| EBITDA (non-GAAP) | $ | 161.6 | $ | 68.6 | $ | 73.0 | $ | 157.2 | |||||||||||||||
| Restructuring, impairment and transaction-related charges, net | 21.8 | 18.1 | 15.8 | 24.1 | |||||||||||||||||||
| Settlement charge from defined benefit pension plan annuitization | 12.8 | — | — | 12.8 | |||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 196.2 | $ | 86.7 | $ | 88.8 | $ | 194.1 | |||||||||||||||
(2)Financial information for the year ended December 31, 2025, is included as reported in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 18, 2026.
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
10
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
ADJUSTED DILUTED EARNINGS PER SHARE
For the Three Months Ended June 30, 2026 and 2025
(in millions, except per share data)
(UNAUDITED)
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Earnings before income taxes | $ | 6.2 | $ | 0.2 | |||||||
| Restructuring, impairment and transaction-related charges, net | 9.7 | 9.2 | |||||||||
| Adjusted net earnings, before income taxes (non-GAAP) | 15.9 | 9.4 | |||||||||
| Income tax expense at 25% normalized tax rate | 4.0 | 2.4 | |||||||||
| Adjusted net earnings (non-GAAP) | $ | 11.9 | $ | 7.0 | |||||||
| Basic weighted average number of common shares outstanding | 48.0 | 47.6 | |||||||||
Plus: effect of dilutive equity incentive instruments (1) | 2.0 | 1.9 | |||||||||
Diluted weighted average number of common shares outstanding (1) | 50.0 | 49.5 | |||||||||
Adjusted diluted earnings per share (non-GAAP) (2) | $ | 0.24 | $ | 0.14 | |||||||
| Diluted earnings (loss) per share (GAAP) | $ | 0.07 | $ | 0.00 | |||||||
| Restructuring, impairment and transaction-related charges, net per share | 0.20 | 0.19 | |||||||||
| Income tax expense from condensed consolidated statement of operations per share | 0.05 | 0.01 | |||||||||
| Income tax expense at 25% normalized tax rate per share | (0.08) | (0.05) | |||||||||
| Effect of dilutive equity incentive instruments | — | (0.01) | |||||||||
Adjusted diluted earnings per share (non-GAAP) (2) | $ | 0.24 | $ | 0.14 | |||||||
______________________________
(1)Effect of dilutive equity incentive instruments and diluted weighted average number of common shares outstanding for the three months ended June 30, 2025 are non-GAAP.
(2)Adjusted diluted earnings per share excludes the following: (i) restructuring, impairment and transaction-related charges, net and (ii) discrete income tax items.
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
11
QUAD/GRAPHICS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
ADJUSTED DILUTED EARNINGS PER SHARE
For the Six Months Ended June 30, 2026 and 2025
(in millions, except per share data)
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Earnings before income taxes | $ | 14.1 | $ | 7.0 | |||||||
| Restructuring, impairment and transaction-related charges, net | 18.1 | 15.8 | |||||||||
| Adjusted net earnings, before income taxes (non-GAAP) | 32.2 | 22.8 | |||||||||
| Income tax expense at 25% normalized tax rate | 8.1 | 5.7 | |||||||||
| Adjusted net earnings (non-GAAP) | $ | 24.1 | $ | 17.1 | |||||||
| Basic weighted average number of common shares outstanding | 47.9 | 47.8 | |||||||||
| Plus: effect of dilutive equity incentive instruments | 1.9 | 2.3 | |||||||||
| Diluted weighted average number of common shares outstanding | 49.8 | 50.1 | |||||||||
Adjusted diluted earnings per share (non-GAAP) (1) | $ | 0.48 | $ | 0.34 | |||||||
| Diluted earnings per share (GAAP) | $ | 0.20 | $ | 0.11 | |||||||
| Restructuring, impairment and transaction-related charges, net per share | 0.36 | 0.32 | |||||||||
| Income tax expense from condensed consolidated statement of operations per share | 0.08 | 0.02 | |||||||||
| Income tax expense at 25% normalized tax rate per share | (0.16) | (0.11) | |||||||||
Adjusted diluted earnings per share (non-GAAP) (1) | $ | 0.48 | $ | 0.34 | |||||||
______________________________
(1)Adjusted diluted earnings per share excludes the following: (i) restructuring, impairment and transaction-related charges, net and (ii) discrete income tax items.
In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Debt, Net Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by (used in) operating activities as a measure of liquidity. These non-GAAP measures may be different than non-GAAP financial measures used by other companies.
12