Skip to main content

Quad/Graphics, Inc.

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

QUAD$7.61-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001481792-26-000130

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001481792-26-000150

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 231 previous paragraphs and 237 current paragraphs.

125 unchanged; 83 reworded; 27 added; 20 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 28 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

Product sales decreased $4.0 million, or 0.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $6.2 million decrease in paper sales, partially offset by $2.0 million in favorable foreign exchange impacts and a $0.2 million increase in net sales.

Current report

Restructuring, impairment and transaction-related charges, net increased $11.9 million, or 163.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes $8.1 million and $0.6 million of impairment charges during the three months ended September 30, 2026 and 2025, respectively, which consisted of $7.5 million for foreign currency translation adjustments related to the closure of the Lima, Peru operations in the third quarter of 2026, $0.6 million and $0.4 million, respectively, for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities; and $0.2 million for operating lease right-of-use assets in 2025.

Current report

(c)Includes $4.5 million of other restructuring charges related to the closure of the Lima, Peru operations in the third quarter of 2026.

Current report

a. Restructuring, impairment and transaction-related charges, net of $19.2 million and $7.3 million for the three months ended September 30, 2026 and 2025, respectively.

Current report

Product sales for the United States Print and Related Services segment decreased $7.5 million, or 1.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $4.2 million decrease in paper sales and a $3.3 million decrease in net sales from lower print product volumes.

Current report

Service sales for the United States Print and Related Services segment increased $2.7 million, or 2.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $7.1 million increase in logistics net sales, partially offset by a $4.4 million decrease in marketing services and medical services.

Current report

Operating income for the United States Print and Related Services segment decreased $1.4 million, or 3.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $2.4 million increase in restructuring, impairment and transaction-related charges, net, partially offset by a $1.4 million decrease in depreciation and amortization.

Current report

Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment increased $2.4 million, or 36.4%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes $0.6 million of impairment charges during the three months ended September 30, 2026 and 2025, which consisted of $0.6 million and $0.4 million, respectively, for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities; and $0.2 million for operating lease right-of-use assets in 2025.

Current report

Restructuring, impairment and transaction-related charges, net for the International segment decreased $1.2 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes $7.5 million of impairment charges for foreign currency translation adjustments related to the closure of the Lima, Peru operations in the third quarter of 2026.

Current report

(b)Includes a $13.6 million gain on the sale of Lima, Peru property, plant and equipment, partially offset by $4.5 million of other restructuring charges related to the closure of the Lima, Peru operations in the third quarter of 2026.

Current report

Corporate restructuring, impairment and transaction-related charges, net increased $10.7 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes a $10.8 million credit loss expense related to a note receivable in the third quarter of 2026.

Current report

c. A $8.2 million increase in transaction-related charges from $3.4 million during the nine months ended September 30, 2025, to $11.6 million during the nine months ended September 30, 2026;

Current report

Restructuring, impairment and transaction-related charges, net increased $14.2 million, or 61.5%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to the following:

Current report

(c)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the nine months ended September 30, 2025.

Current report

(e)Includes $4.5 million of other restructuring charges related to the closure of the Lima, Peru operations in the third quarter of 2026.

Current report

a. Restructuring, impairment and transaction-related charges, net of $37.3 million and $23.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Current report

Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment increased $3.8 million, or 20.3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to the following:

Current report

(b)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the nine months ended September 30, 2025.

Current report

Restructuring, impairment and transaction-related charges, net for the International segment decreased $0.6 million, or 18.2%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes $7.5 million of impairment charges for foreign currency translation adjustments related to the closure of the Lima, Peru operations in the third quarter of 2026.

Current report

(c)Includes a $13.6 million gain on the sale of Lima, Peru property, plant and equipment, partially offset by $4.5 million of other restructuring charges related to the closure of the Lima, Peru operations in the third quarter of 2026, and a $0.5 million loss on the sale of the European operations in 2025.

Current report

Corporate restructuring, impairment and transaction-related charges, net increased $11.0 million, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to the following:

Current report

(a)Includes a $10.8 million credit loss expense related to a note receivable in the third quarter of 2026.
Removed paragraphs (20)

Previous report

c. Transaction-related charges of $0.4 million for the three months ended June 30, 2026 and June 30, 2025;

Previous report

Product sales increased $3.8 million, or 0.8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $12.5 million increase in paper sales driven from an increase in Quad-supplied paper and $3.2 million in favorable foreign exchange impacts, partially offset by a $11.9 million decrease in net sales from lower print product volumes.

Previous report

Restructuring, impairment and transaction-related charges, net increased $0.5 million, or 5.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following:

Previous report

(a)Includes $0.8 million and $4.2 million of impairment charges during the three months ended June 30, 2026 and 2025, respectively, which consisted of $3.0 million of impairment for software licensing and related implementation costs from a terminated project in 2025; $0.8 million and $1.2 million, respectively, for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.

Previous report

a. Restructuring, impairment and transaction-related charges, net of $9.7 million and $9.2 million for the three months ended June 30, 2026 and 2025, respectively.

Previous report

Product sales for the United States Print and Related Services segment decreased $0.3 million, or 0.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $12.0 million decrease in net sales from lower print product volumes, partially offset by an $11.7 million increase in paper sales driven from an increase in Quad-supplied paper.

Previous report

Service sales for the United States Print and Related Services segment increased $1.8 million, or 1.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $6.1 million increase in logistics net sales, partially offset by a $4.3 million decrease in marketing services and medical services.

Previous report

Operating income for the United States Print and Related Services segment increased $3.9 million, or 17.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $2.8 million decrease in restructuring, impairment and transaction-related charges, net and a $2.5 million decrease in depreciation and amortization, partially offset by the impact of lower marketing services and medical services net sales.

Previous report

Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment decreased $2.8 million, or 32.6% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following:

Previous report

Restructuring, impairment and transaction-related charges, net for the International segment increased $3.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following:

Previous report

Corporate restructuring, impairment and transaction-related charges, net increased $0.2 million, or 50.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following:

Previous report

Restructuring, impairment and transaction-related charges, net increased $2.3 million, or 14.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the following:

Previous report

(c)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the six months ended June 30, 2025.

Previous report

a. Restructuring, impairment and transaction-related charges, net of $18.1 million and $15.8 million for the six months ended June 30, 2026 and 2025, respectively.

Previous report

Restructuring, impairment and transaction-related charges, net for the United States Print and Related Services segment increased $1.4 million, or 11.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the following:

Previous report

(a)Includes $0.5 million and $4.5 million of impairment charges during the six months ended June 30, 2026 and 2025, respectively, which consisted of $3.0 million for software licensing and related implementation costs from a terminated project in 2025, $0.5 million and $1.5 million, respectively, for certain property, plant and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction activities.

Previous report

(b)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the six months ended June 30, 2025.

Previous report

Operating income for the International segment increased $1.1 million or 24.4%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to a $1.7 million increase in operating income, primarily in Mexico, partially offset by a $0.6 million increase in restructuring, impairment and transaction-related charges, net.

Previous report

Corporate restructuring, impairment and transaction-related charges, net increased $0.3 million, or 42.9% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the following:
Reworded paragraphs (83)

Previous wording

The following discussion of the financial condition and results of operations of Quad should be read together with (1) the condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025, including the notes thereto, included in Item 1, “Condensed Consolidated Financial Statements (Unaudited),” of this Quarterly Report on Form 10-Q; and (2) the audited consolidated annual financial statements as of and for the year ended December 31, 2025, and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2026.

Current wording

The following discussion of the financial condition and results of operations of Quad should be read together with (1) the condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025, including the notes thereto, included in Item 1, “Condensed Consolidated Financial Statements (Unaudited),” of this Quarterly Report on Form 10-Q; and (2) the audited consolidated annual financial statements as of and for the year ended December 31, 2025, and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2026.

Previous wording

•Results of Operations. This section contains an analysis of the Company’s results of operations by comparing the results for (1) the three months ended June 30, 2026, to the three months ended June 30, 2025; and (2) the six months ended June 30, 2026, to the six months ended June 30, 2025. The comparability of the Company’s results of operations between periods was impacted by the divestiture of the Company's European operations, which were sold on February 28, 2025, and the acquisition of the Enru co-mail assets, which were acquired on April 1, 2025. The results of operations of the divested operations are included in the Company’s condensed consolidated results until the date of disposition and the results of operations of the acquired operations are included in the Company’s condensed consolidated results from the date of acquisition. Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section. This section also provides a discussion of EBITDA and EBITDA margin, financial measures that the Company uses to assess the performance of its business that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Current wording

•Results of Operations. This section contains an analysis of the Company’s results of operations by comparing the results for (1) the three months ended September 30, 2026, to the three months ended September 30, 2025; and (2) the nine months ended September 30, 2026, to the nine months ended September 30, 2025. The comparability of the Company’s results of operations between periods was impacted by the divestiture of the Company's European operations, which were sold on February 28, 2025, and the acquisition of the Enru co-mail assets, which were acquired on April 1, 2025. The results of operations of the divested operations are included in the Company’s condensed consolidated results until the date of disposition and the results of operations of the acquired operations are included in the Company’s condensed consolidated results from the date of acquisition. Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section. This section also provides a discussion of EBITDA and EBITDA margin, financial measures that the Company uses to assess the performance of its business that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Previous wording

Quad is a marketing experience, or MX, company that simplifies the complexities of marketing, removing friction from wherever it occurs along the marketing journey. Its results-driven approach enables stronger marketing operations that lead to real, repeatable success for its clients. The Company does this through its MX Solutions Suite, which is flexible, scalable and connected. Quad tailors its solutions to each client’s objectives, driving cost efficiencies, improving speed to market, strengthening marketing effectiveness and delivering value on their investments. Quad employs approximately 10,100 people in 10 countries and serves approximately 2,100 clients, including industry-leading blue-chip companies that serve both businesses and consumers across multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods and direct to-consumer; financial services; and health.

Current wording

Quad is a marketing experience, or MX, company that simplifies the complexities of marketing, removing friction from wherever it occurs along the marketing journey. Its results-driven approach enables stronger marketing operations that lead to real, repeatable success for its clients. The Company does this through its MX Solutions Suite, which is flexible, scalable and connected. Quad tailors its solutions to each client’s objectives, driving cost efficiencies, improving speed to market, strengthening marketing effectiveness and delivering value on their investments. Quad employed approximately 10,100 people in 10 countries and served approximately 2,100 clients through September 2026, including industry-leading blue-chip companies that serve both businesses and consumers across multiple industry verticals, with a particular focus on commerce, including retail, consumer packaged goods and direct to-consumer; financial services; and health.

Previous wording

Quad applies holistic continuous improvement and lean enterprise methodologies to further streamline its processes and maximize operating margins. These same methodologies are applied to its selling, general and administrative functions. The Company continually works to lower its cost structure by consolidating 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 a high-quality, low-cost producer, will enable it to generate increased Free Cash Flow and allow the Company to maintain a strong balance sheet through debt reduction. The Company’s disciplined financial approach and strong, trusted banking relationships allows it to maintain sufficient liquidity and to reduce refinancing risk. The Company had total liquidity of $275.9 million as of June 30, 2026, which consisted of up to $268.5 million of unused capacity under its revolving credit agreement, which was net of $23.6 million of issued letters of credit, and cash and cash equivalents of $7.4 million. Total liquidity is reduced to $208.6 million under the Company’s most restrictive debt covenants.

Current wording

Quad applies holistic continuous improvement and lean enterprise methodologies to further streamline its processes and maximize operating margins. These same methodologies are applied to its selling, general and administrative functions. The Company continually works to lower its cost structure by consolidating 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 a high-quality, low-cost producer, will enable it to generate increased Free Cash Flow and allow the Company to maintain a strong balance sheet through debt reduction. The Company’s disciplined financial approach and strong, trusted banking relationships allow it to maintain sufficient liquidity and to reduce refinancing risk. The Company had total liquidity of $241.0 million as of September 30, 2026, which consisted of up to $218.2 million of unused capacity under its revolving credit agreement, which was net of $23.6 million of issued letters of credit, and cash and cash equivalents of $22.8 million. Total liquidity is reduced to $156.5 million under the Company’s most restrictive debt covenants.

Previous wording

•The United States Print and Related Services segment is predominantly comprised of the Company’s United States printing operations, managed as one integrated platform, and marketing and other complementary services. The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink. Marketing and other complementary services include data intelligence and analytics, technology solutions, media planning, placement and optimization, creative strategy and content creation, as well as execution in non-print channels (e.g., digital and broadcast). This segment also includes medical services. The United States Print and Related Services segment accounted for approximately 91% of the Company’s consolidated net sales during the three and six months ended June 30, 2026.

Current wording

•The United States Print and Related Services segment is predominantly comprised of the Company’s United States printing operations, managed as one integrated platform, and marketing and other complementary services. The printing operations include print execution and logistics for retail inserts, catalogs, long-run publications, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, custom print products, as well as other commercial and specialty printed products, along with global paper procurement and the manufacture of ink. Marketing and other complementary services include data intelligence and analytics, technology solutions, media planning, placement and optimization, creative strategy and content creation, as well as execution in non-print channels (e.g., digital and broadcast). This segment also includes medical services. The United States Print and Related Services segment accounted for approximately 92% of the Company’s consolidated net sales during the three and nine months ended September 30, 2026.

Previous wording

•The International segment consists of the Company’s printing operations in Latin America, including operations in Colombia, Mexico and Peru, as well as operations in Europe, including operations in England, France, Germany and Poland, until the European operations were sold on February 28, 2025. This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 9% of the Company’s consolidated net sales during the three and six months ended June 30, 2026.

Current wording

•The International segment consists of the Company’s printing operations in Latin America, including operations in Colombia, Mexico and Peru (until the closure of that operation in the third quarter of 2026), as well as operations in Europe, including operations in England, France, Germany and Poland, until the European operations were sold on February 28, 2025. This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 8% of the Company’s consolidated net sales during the three and nine months ended September 30, 2026.

Previous wording

The Company remains disciplined with its net debt leverage. The Company’s consolidated debt and finance lease obligations increased by $30.3 million during the six months ended June 30, 2026, primarily due to the following: (1) $40.9 million in cash used in operating activities; (2) $25.3 million in purchases of property, plant and equipment; (3) $10.2 million in cash dividends; and (4) $7.0 million in purchases of treasury stock and equity awards redeemed to pay employees’ tax obligations, partially offset by a $55.9 million reduction in cash and cash equivalents.

Current wording

The Company remains disciplined with its net debt leverage. The Company’s consolidated debt and finance lease obligations increased by $73.1 million during the nine months ended September 30, 2026, primarily due to the following: (1) $62.4 million in cash used in operating activities; (2) $37.6 million in purchases of property, plant and equipment; (3) $14.9 million in cash dividends; and (4) $12.2 million in purchases of treasury stock and equity awards redeemed to pay employees’ tax obligations, partially offset by a $40.5 million reduction in cash and cash equivalents and $18.1 million in proceeds from the sale of property, plant and equipment.

Previous wording

The USPS continues to experience financial problems. The passing of the Postal Service Reform Act of 2022, signed in April 2022, gave the USPS considerable financial relief as well as significant other relief over the next ten years. While the legislative postal reform helps considerably, without decreased operational cost structures, increased efficiencies or increased volumes and revenues, these losses are expected to continue into the future. As a result of these financial difficulties, the USPS has continued to adjust its postal rates and service levels. During March 2026, the USPS announced an 8% temporary increase on Ground Advantage and Priority Mail that started on April 26, 2026 and will continue until January 17, 2027. Additionally, the USPS Market Dominant price increase was approved by the Postal Regulatory Commission (PRC) and went into effect on July 12, 2026. On June 30, 2026 the USPS 10% catalog insights promotions officially came to an end. The combination of this promotion ending combined with the USPS annual price increase is expected to have a negative impact on catalog volumes for the remainder of 2026.

Current wording

As a result of the ongoing financial difficulties, the USPS has continued to adjust its postal rates and service levels. During March 2026, the USPS announced an 8% temporary increase on Ground Advantage and Priority Mail that started on April 26, 2026 and will continue until January 17, 2027. The USPS Market Dominant price increase was approved by the Postal Regulatory Commission (“PRC”) and went into effect on July 12, 2026. On June 30, 2026, the USPS 10% catalog insights promotions officially came to an end. The combination of this promotion ending combined with the USPS annual price increase is expected to have a negative impact on catalog volumes for the remainder of 2026. Additionally, the USPS implemented a temporary peak holiday price increase for domestic competitive parcels effective October 4, 2026 through January 17, 2027.

Previous wording

Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which includes a phased approach of proposing changes to improve rate predictability. On January 13, 2026, the PRC issued a final rule that restricts the USPS to one price change a year on Market Dominant products from 2026 to 2030. While this decision was welcomed by the mailing industry, it is currently being appealed by the USPS. On December 22, 2025, the USPS filed a petition with the PRC, requesting new rules on Market Dominant rates to either eliminate the price cap and give full rate authority to the Board of Governors, or if a price cap continues to be required, allow a rate reset with a conservative 22% banked authority for the USPS to use. This remains open and is unknown how the PRC will respond, but a second phase of rulings could occur in the second half of 2026.

Current wording

Given the significant amount of concern that has been expressed by the mailing industry, in April 2024, the PRC opened a proceeding to start the next rate system review, which includes a phased approach of proposing changes to improve rate predictability. On January 13, 2026, the PRC issued a final rule that restricts the USPS to one price change a year on Market Dominant products from 2026 to 2030. While this decision was welcomed by the mailing industry, it is currently being appealed by the USPS. On December 22, 2025, the USPS filed a petition with the PRC, requesting new rules on Market Dominant rates to either eliminate the price cap and give full rate authority to the Board of Governors, or if a price cap continues to be required, allow a rate reset with a conservative 22% banked authority for the USPS to use. It remains unknown how the PRC will respond, but a second phase of rulings could occur in the second half of 2026.

Previous wording

The Company continues to face several other industry challenges that have, and are expected to continue to, adversely impact the Company’s results of operations. The Company is closely monitoring the potential impacts of tariffs and recessionary pressures on its clients’ businesses that could impact their marketing spend, including print volumes. The Company continues to operate in an elevated interest rate environment, which is expected to continue through 2026. Additionally, the price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by the Company in its operations (which a number of paper mills’ have done or are doing), and ability to transport paper produced; and tariffs and trade restrictions. Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers. These challenges have, as needed, driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions. Through these cost saving measures and proceeds from asset sales, the Company has been able to maintain focus on its transformation into an MX company, with flexibility to invest into the growing business, as well as continuing to return capital to shareholders and reduce debt. The Company is also dependent on its production personnel to print the Company’s products in a cost-effective and efficient manner that allows the Company to obtain new clients and to drive sales from existing clients. The Company is unable to predict the full future impact these challenges will have on its business, financial condition, cash flows and results of operations, but expects them to continue through 2026.

Current wording

The Company continues to face several other industry challenges that have adversely impacted, and are expected to continue to adversely impact, the Company’s results of operations. The Company is closely monitoring the potential impacts of tariffs and recessionary pressures on its clients’ businesses that could impact their marketing spend, including print volumes. The Company continues to operate in an elevated interest rate environment, which is expected to continue through 2026. Additionally, the price and availability of paper has been, and may continue to be, adversely affected by paper mills’ permanent or temporary closures; paper mills’ access to raw materials, conversion to produce other types of paper that are not usable by the Company in its operations (which a number of paper mills have done or are doing), and ability to transport paper produced; and tariffs and trade restrictions. While the increase in fuel prices could impact logistics operations, the Company is able to pass a substantial portion of any increase directly to its clients. Postal rate increases, along with the previously described industry challenges, have led to reduced demand for printed products and has caused clients to move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers. These challenges have, as needed, driven the Company to institute several cost saving measures through its restructuring program, including plant closures and headcount reductions. Through these cost saving measures and proceeds from asset sales, the Company has been able to maintain focus on its transformation into an MX company, with flexibility to invest into the growing business, as well as continuing to return capital to shareholders and reduce debt. The Company is also dependent on its production personnel to print the Company’s products in a cost-effective and efficient manner that allows the Company to obtain new clients and to drive sales from existing clients. The Company is unable to predict the full future impact these challenges will have on its business, financial condition, cash flows and results of operations, but expects them to continue through 2026.

Previous wording

The Company’s operating income, operating margin, net earnings (loss) (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings (loss) per share for the three months ended June 30, 2026, changed from the three months ended June 30, 2025, as follows (dollars in millions, except margin and per share data):

Current wording

The Company’s operating income, operating margin, net earnings (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings per share for the three months ended September 30, 2026, changed from the three months ended September 30, 2025, as follows (dollars in millions, except margin and per share data):

Previous wording

(1)Restructuring, impairment and transaction-related charges, net increased $0.5 million ($0.4 million, net of tax), to $9.7 million during the three months ended June 30, 2026, and included the following:

Current wording

(1)Restructuring, impairment and transaction-related charges, net increased $11.9 million ($8.9 million, net of tax), to $19.2 million during the three months ended September 30, 2026, and included the following:

Previous wording

a. A $0.9 million increase in employee termination charges from $5.8 million during the three months ended June 30, 2025, to $6.7 million during the three months ended June 30, 2026;

Current wording

a. A $4.0 million increase in employee termination charges from $2.3 million during the three months ended September 30, 2025, to $6.3 million during the three months ended September 30, 2026;

Previous wording

b. A $3.4 million decrease in impairment charges from $4.2 million during the three months ended June 30, 2025, to $0.8 million during the three months ended June 30, 2026;

Current wording

b. A $7.5 million increase in impairment charges from $0.6 million during the three months ended September 30, 2025, to $8.1 million during the three months ended September 30, 2026;

Previous wording

c. A $2.4 million decrease in transaction-related charges from $3.0 million during the six months ended June 30, 2025, to $0.6 million during the six months ended June 30, 2026;

Current wording

c. A $10.6 million increase in transaction-related charges from $0.4 million during the three months ended September 30, 2025, to $11.0 million during the three months ended September 30, 2026;

Previous wording

d. A $0.1 million increase in integration costs from $0.2 million during the three months ended June 30, 2025, to $0.3 million during the three months ended June 30, 2026; and

Current wording

d. A $1.4 million decrease in integration costs from $1.6 million during the three months ended September 30, 2025, to $0.2 million during the three months ended September 30, 2026; and

Previous wording

e. A $2.9 million increase in various other restructuring charges from $1.4 million of income during the three months ended June 30, 2025, to $1.5 million of expense during the three months ended June 30, 2026.

Current wording

e. An $8.8 million decrease in various other restructuring charges from $2.4 million of expense during the three months ended September 30, 2025, to $6.4 million of income during the three months ended September 30, 2026.

Previous wording

(2)Other operating income elements increased $1.7 million ($1.2 million, net of tax) primarily due to a $3.5 million decrease in depreciation and amortization expense and a $0.6 million decrease in selling, general and administrative expenses, partially offset by the impact from increased paper sales and lower marketing services net sales.

Current wording

(2)Other operating income elements decreased $0.6 million ($0.4 million, net of tax) primarily due to the impact from net sales product and services mix, partially offset by a $4.0 million decrease in selling, general and administrative expenses and a $1.5 million decrease in depreciation and amortization expense.

Previous wording

(3)Interest expense decreased $4.3 million ($3.3 million, net of tax) during the three months ended June 30, 2026, to $8.9 million. This change was primarily due to lower average debt levels and a lower weighted average interest rate on borrowings in the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Current wording

(3)Interest expense decreased $3.1 million ($2.3 million, net of tax) during the three months ended September 30, 2026, to $9.7 million. This change was primarily due to the reduction of interest expense related to the settlement of the Mexico tax litigation, lower average debt levels and a lower weighted average interest rate on borrowings in the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.

Previous wording

(4)Net pension expense decreased $0.5 million ($0.4 million, net of tax) during the three months ended June 30, 2026, from $0.3 million of expense to $0.2 million of income. This was due to a $1.7 million decrease from interest cost on pension plan liabilities and a $0.1 million decrease in the amortization of actuarial loss, partially offset by a $1.3 million decrease from the expected long-term return on pension plan assets.

Current wording

(4)Net pension (income) expense increased $0.6 million ($0.4 million, net of tax) during the three months ended September 30, 2026, from $0.4 million of expense to $0.2 million of income. This was due to a $1.8 million decrease from interest cost on pension plan liabilities and a $0.2 million decrease in the amortization of actuarial loss, partially offset by a $1.4 million decrease from the expected long-term return on pension plan assets.

Previous wording

(5)The $0.7 million increase in income tax expense as calculated in the following table is primarily due to a $1.0 million increase from audit assessments and unrecognized income tax benefits and a $0.7 million increase from deferred income tax on the investment in a foreign subsidiary, partially offset by a $1.1 million decrease from valuation allowance reserves.

Current wording

(5)The $1.9 million decrease in income tax expense as calculated in the following table is primarily due to a $3.1 million decrease related to the Company’s liability for audit assessments and unrecognized income tax benefits and a $2.4 million decrease from valuation allowance reserves, partially offset by a $2.8 million increase from the impact of non-deductible expenses.

Previous wording

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, increased $1.8 million, or 1.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $6.1 million increase in logistics net sales, partially offset by a $4.3 million decrease in marketing services and medical services net sales.

Current wording

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, increased $2.7 million, or 2.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $7.1 million increase in logistics net sales, partially offset by a $4.4 million decrease in marketing services and medical services net sales.

Previous wording

Cost of product sales increased $7.2 million, or 2.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in paper costs due to the increase in paper sales.

Current wording

Cost of product sales increased $0.5 million, or 0.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

Previous wording

Cost of service sales increased $0.8 million, or 1.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the impact from increased fuel costs in logistics, partially offset by the impact of lower marketing services and medical services net sales.

Current wording

Cost of service sales increased $4.3 million, or 5.3%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the impact from increased fuel costs in logistics, partially offset by the impact of lower marketing services and medical services net sales.

Previous wording

Selling, general and administrative expenses decreased $0.6 million, or 0.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following: (1) $2.3 million in lower employee-related costs; (2) $0.2 million in lower credit loss expense; and (3) savings from other cost reduction initiatives, partially offset by a $2.3 million decrease in favorable foreign exchange impacts. Selling, general and administrative expenses as a percentage of net sales was 13.8% for the three months ended June 30, 2026, compared to 14.0% for the three months ended June 30, 2025.

Current wording

Selling, general and administrative expenses decreased $4.0 million, or 4.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to savings from other cost reduction initiatives and $1.3 million in lower employee-related costs, partially offset by a $0.5 million increase in unfavorable foreign exchange impacts. Selling, general and administrative expenses as a percentage of net sales was 13.1% for the three months ended September 30, 2026, compared to 13.8% for the three months ended September 30, 2025.

Previous wording

Depreciation and amortization decreased $3.5 million, or 16.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to a $3.0 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year and a $0.5 million decrease in amortization expense.

Current wording

Depreciation and amortization decreased $1.5 million, or 7.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due to a $1.0 million decrease in depreciation expense, primarily due to impacts from plant closures and from property, plant and equipment becoming fully depreciated over the past year and a $0.5 million decrease in amortization expense.

Previous wording

(b)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the three months ended June 30, 2025.

Current wording

(b)Includes a $10.8 million credit loss expense related to a note receivable during the three months ended September 30, 2026.

Previous wording

EBITDA decreased $1.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the impact from lower marketing services and medical services net sales and $0.5 million of increased restructuring, impairment and transaction-related charges, net.

Current wording

EBITDA decreased $13.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to $11.9 million of increased restructuring, impairment and transaction-related charges, net.

Previous wording

A reconciliation of EBITDA to net earnings (loss) for the three months ended June 30, 2026 and 2025, was as follows:

Current wording

A reconciliation of EBITDA to net earnings for the three months ended September 30, 2026 and 2025, was as follows:

Previous wording

Operating margin for the United States Print and Related Services segment increased to 5.1% for the three months ended June 30, 2026, from 4.3% for the three months ended June 30, 2025, primarily due to the reasons provided above.

Current wording

Operating margin for the United States Print and Related Services segment decreased to 6.5% for the three months ended September 30, 2026, from 6.7% for the three months ended September 30, 2025, primarily due to the reasons provided above.

Previous wording

Product sales for the International segment increased $4.1 million, or 8.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the following: (1) $3.2 million in favorable foreign exchange impacts, primarily in Mexico; (2) an $0.8 million increase in paper sales; and (3) a $0.1 million increase in net sales from higher print product volumes.

Current wording

Product sales for the International segment increased $3.5 million, or 8.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $3.5 million increase in net sales from higher print product volumes and $2.0 million in favorable foreign exchange impacts, primarily in Colombia and Mexico, partially offset by a $2.0 million decrease in paper sales.

Previous wording

Operating income for the International segment decreased $2.0 million, or 51.3%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $3.1 million increase in restructuring, impairment and transaction-related charges, net, partially offset by a $1.1 million increase in operating income, primarily in Mexico.

Current wording

Operating income for the International segment decreased $0.5 million, or 20.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $1.7 million decrease in operating income, primarily in Mexico, partially offset by a $1.2 million decrease in restructuring, impairment and transaction-related charges, net.

Previous wording

Corporate operating expenses increased $0.7 million, or 5.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a $0.5 million increase in employee-related costs and a $0.2 million increase in restructuring, impairment and transaction-related charges, net.

Current wording

Corporate operating expenses increased $10.6 million, or 84.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a $10.7 million increase in restructuring, impairment and transaction-related charges, net.

Previous wording

Results of Operations for the Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025

Current wording

Results of Operations for the Nine Months Ended September 30, 2026, Compared to the Nine Months Ended September 30, 2025

Previous wording

The Company’s operating income, operating margin, net earnings (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings per share for the six months ended June 30, 2026, changed from the six months ended June 30, 2025, as follows (dollars in millions, except margin and per share data):

Current wording

The Company’s operating income, operating margin, net earnings (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings per share for the nine months ended September 30, 2026, changed from the nine months ended September 30, 2025, as follows (dollars in millions, except margin and per share data):

Previous wording

(1)Restructuring, impairment and transaction-related charges, net increased $2.3 million ($1.8 million, net of tax), to $18.1 million during the six months ended June 30, 2026, and included the following:

Current wording

(1)Restructuring, impairment and transaction-related charges, net increased $14.2 million ($10.6 million, net of tax), to $37.3 million during the nine months ended September 30, 2026, and included the following:

Previous wording

a. A $4.6 million increase in employee termination charges from $6.5 million during the six months ended June 30, 2025, to $11.1 million during the six months ended June 30, 2026;

Current wording

a. An $8.6 million increase in employee termination charges from $8.8 million during the nine months ended September 30, 2025, to $17.4 million during the nine months ended September 30, 2026;

Previous wording

b. A $3.5 million decrease in impairment charges from $4.5 million during the six months ended June 30, 2025, to $1.0 million during the six months ended June 30, 2026;

Current wording

b. A $4.0 million increase in impairment charges from $5.1 million during the nine months ended September 30, 2025, to $9.1 million during the nine months ended September 30, 2026;

Previous wording

d. A $0.5 million increase in integration costs from $0.2 million during the six months ended June 30, 2025, to $0.7 million during the six months ended June 30, 2026; and

Current wording

d. A $0.9 million decrease in integration costs from $1.8 million during the nine months ended September 30, 2025, to $0.9 million during the nine months ended September 30, 2026; and

Previous wording

e. A $3.1 million increase in various other restructuring charges from $1.6 million during the six months ended June 30, 2025, to $4.7 million during the six months ended June 30, 2026.

Current wording

e. A $5.7 million decrease in various other restructuring charges from $4.0 million of expense during the nine months ended September 30, 2025, to $1.7 million of income during the nine months ended September 30, 2026.

Showing the first 40 of 83 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The USPS continues to experience financial problems. The passing of the Postal Service Reform Act of 2022, signed in April 2022, gave the USPS considerable financial relief as well as significant other relief over the next ten years. While the legislative postal reform helps considerably, without decreased operational cost structures, increased efficiencies or increased volumes and revenues, these losses are expected to continue into the future. To address the long-term viability of the Postal Service, the USPS is working with Congress on a legislative agenda that will restore the financial viability of the organization.

Current report — wording carried from elsewhere

(1)Net earnings included the following:
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

(b)Includes a $4.3 million gain on the sale of the West Sacramento, California facility during the three months ended June 30, 2025.

Previous report — wording carried elsewhere

Restructuring, Impairment and Transaction Related Charges, Net

Previous report — wording carried elsewhere

(b)Includes a $0.5 million loss on the sale of the European operations during the six months ended June 30, 2025.