What the changes say
- AI costs and evolving regulation are newly identified alongside operating-cost and client-relationship risks.
What changed since the prior 10-K
New
- NewRisks Relating to Quad’s Business, Operations and Industry
Changes in postal rates, postal regulations and postal services may adversely impact clients’ demand for print products and services
Higher postal rates, stricter USPS rules or reduced services could cause clients to print and mail fewer products.
- NewRisks Relating to Quad’s Business, Operations and Industry
potential expenses associated with the use of AI tools, or to comply with evolving regulatory expectations, the Company’s business, client relationships, competitive position and operating results could be adversely affected
AI-related expenses and evolving AI regulation, together with higher operating costs, could damage client relationships, competitiveness, margins and results.
- NewRisks Relating to Quad’s Business, Operations and Industry
Company’s products and services increases as a result, client demand could be adversely affected, and thereby, in turn, negatively impact the Company’s financial performance
Quad may be unable to pass higher paper, ink, labor, energy, freight and supply-chain costs to clients without losing demand or margin.
- NewFinancial Risks
A significant portion of the Company’s borrowings are subject to variable interest rates. Increases in benchmark interest rates or widening credit spreads could increase the Company’s borrowing costs and adversely affect its financial condition
Higher benchmark rates or credit spreads could raise borrowing costs; interest-rate and foreign-exchange hedges may fail or create counterparty losses.
- NewRisks Relating to Quad’s Common Stock
Accordingly, for so long as the Company is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE
Quadracci family-controlled Class B shares hold about 78% of voting power, limiting Class A holders’ ability to influence directors or decisions.
Dropped
- DroppedRisks Relating to Quad’s Business, Operations and Industry
The Company may be adversely affected by 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
Rising paper, ink, inventory, equipment parts, labor, fuel, energy and freight costs could hurt results.
- DroppedRisks Relating to Quad’s Business, Operations and Industry
The Company may not be able to fully pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations
- DroppedFinancial Risks
As of December 31, 2024, 44% of the Company’s borrowings were subject to variable interest rates. As a result, the Company is exposed to market risks associated with fluctuations in interest rates, and increases in interest rates could adversely affect the Company
Higher electricity and natural-gas costs, plus labor and employee-benefit increases, could raise manufacturing and operating expenses.
Reworded
- 66% rewrittenRisks Relating to Quad’s Business, Operations and Industry
Postal costs are a significant component of the cost structures of many of the Company’s clients and potential clients. Postal rate changes and USPS regulations that result in higher overall costs can influence the volume that these clients will be willing to print and ultimately send through the USPS
The risk now records USPS service-standard reductions implemented in two 2025 phases and the First Class Letters target falling from 90% to 80%.
- 64% rewrittenRisks Relating to Quad’s Business, Operations and Industry
The price of raw materials used by the Company has fluctuated over time and has caused fluctuations in the Company’s net sales and cost of sales. This volatility may continue and the Company may experience increases in the costs of its raw materials in the future as prices are expected to remain beyond its control
The risk adds that paper mills may convert to paper unusable or less efficient for Quad and expressly says paper availability is critical.
- 30% rewrittenLegal and Regulatory Risks
Changes in the legal and regulatory environment or reporting requirements could limit the Company’s business activities, increase its operating costs, reduce demand for its products or result in litigation
The risk adds legislative-body changes, enforcement priorities and trade policy to the regulatory, tax, accounting, environmental and safety threats.
- 29% rewrittenRisks Relating to Quad’s Business, Operations and Industry
The Company may not be able to reduce costs and improve its operating efficiency rapidly enough to meet market conditions
No substantive wording change; the risk remains that cost reductions and efficiency improvements may fall short or require restructuring costs.
- 28% rewrittenRisks Relating to Quad’s Common Stock
The Company is a controlled company within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as a result, it relies on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies
No substantive wording change; Quad remains exempt from certain NYSE independent committee requirements as a controlled company.
- 24% rewrittenFinancial Risks
The Company’s debt facilities include various covenants imposing restrictions that may affect the Company’s ability to operate its business
The credit facility was amended in August 2025; Term Loan A changed to $357.7 million, revolving capacity to $339.6 million, and outstanding borrowings to $357.7 million.
- 22% rewrittenFinancial Risks
The Company has liabilities with respect to defined benefit pension plans that could cause the Company to incur additional costs
Pension asset allocation remained 22% equity and 78% debt, while underfunded U.S. pension liabilities declined from $34.1 million to $22.6 million.
- 22% rewrittenLegal and Regulatory Risks
If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition, and those of its subsidiary, could be adversely affected
No substantive wording change; the risk continues to cover QuadMed’s regulated employer-sponsored healthcare services.
Was: If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition of the Company’s subsidiary could be adversely affected
- 21% rewrittenRisks Relating to Quad’s Business, Operations and Industry
Macroeconomic conditions could have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations
Was: Macroeconomic conditions could have a material adverse impact on the Company’s business, financial conditions, cash flows and results of operations
- 20% rewrittenFinancial Risks
An other than temporary decline in operating results and enterprise value could lead to non-cash impairment charges due to the impairment of property, plant and equipment, goodwill and other intangible assets
All 27 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Quad’s Business, Operations and Industry
- 01Changes in postal rates, postal regulations and postal services may adversely impact clients’ demand for print products and servicesNew
- 02Postal costs are a significant component of the cost structures of many of the Company’s clients and potential clients. Postal rate changes and USPS regulations that result in higher overall costs can influence the volume that these clients will be willing to print and ultimately send through the USPS66% rewritten
- 03potential expenses associated with the use of AI tools, or to comply with evolving regulatory expectations, the Company’s business, client relationships, competitive position and operating results could be adversely affectedNew
- 04The price of raw materials used by the Company has fluctuated over time and has caused fluctuations in the Company’s net sales and cost of sales. This volatility may continue and the Company may experience increases in the costs of its raw materials in the future as prices are expected to remain beyond its control64% rewritten
- 05Company’s products and services increases as a result, client demand could be adversely affected, and thereby, in turn, negatively impact the Company’s financial performanceNew
- 06Macroeconomic conditions could have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations21% rewritten
- 07The Company operates in a highly competitive environment
- 08The Company may not be able to reduce costs and improve its operating efficiency rapidly enough to meet market conditions29% rewritten
- 09The fragility of and decline in overall distribution channels may adversely impact clients’ access to cost effective distribution of their advertising materials, and therefore may adversely impact the Company’s business
- 10Failure to attract and retain qualified talent across the enterprise could materially adversely affect the Company’s business, competitive position, financial condition and results of operations
- 11The Company’s future success also depends on its continuing ability to identify, hire, develop, and retain its executive management team, including its Chief Executive Officer, and other personnel for all areas of the organization
- 12If the Company fails to identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as identify and execute strategic divestitures, it may adversely affect the Company’s future results and ability to implement its business strategy
- 13Negative publicity could have an adverse impact on the Company’s business and brand reputation
- 14Net sales from the Company’s wholly-owned subsidiaries outside of the United States accounted for approximately 8% and 13% of its consolidated net sales for the years ended December 31, 2025 and 2024, respectively
Financial Risks
- 15The Company’s debt facilities include various covenants imposing restrictions that may affect the Company’s ability to operate its business24% rewritten
- 16A significant portion of the Company’s borrowings are subject to variable interest rates. Increases in benchmark interest rates or widening credit spreads could increase the Company’s borrowing costs and adversely affect its financial conditionNew
- 17The Company’s revenue, operating income and cash flows are subject to cyclical and seasonal variations
- 18An other than temporary decline in operating results and enterprise value could lead to non-cash impairment charges due to the impairment of property, plant and equipment, goodwill and other intangible assets20% rewritten
- 19The Company may not be able to utilize deferred tax assets to offset future taxable income
- 20The Company has liabilities with respect to defined benefit pension plans that could cause the Company to incur additional costs22% rewritten
Legal and Regulatory Risks
- 21Unfavorable outcomes in legal proceedings could result in substantial costs and may harm the Company’s financial condition
- 22The Company may incur costs or suffer reputational damage due to improper conduct of its employees, contractors or agents under anti-corruption or other laws governing business practices, including the United States Foreign Corrupt Practices Act
- 23Changes in the legal and regulatory environment or reporting requirements could limit the Company’s business activities, increase its operating costs, reduce demand for its products or result in litigation30% rewritten
- 24If QuadMed, a wholly-owned subsidiary of the Company, fails to comply with applicable healthcare laws and regulations, the Company could face substantial penalties, and its business, reputation, operations, prospects and financial condition, and those of its subsidiary, could be adversely affected22% rewritten
Risks Relating to Quad’s Common Stock
- 25The Company is a controlled company within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as a result, it relies on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies28% rewritten
- 26Accordingly, for so long as the Company is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSENew
- 27Currently, there is a limited active market for Quad’s class A common stock and, as a result, shareholders may be unable to sell their class A common stock without losing a significant portion of their investment
Other Quad/Graphics 10-Ks
- FY2024 10-K risk factors25 risks
Quad relies heavily on raw material and energy costs, paper mill stability, and USPS postal rates and distribution services. International operations, debt covenants, and defined benefit pension obligations heavily influence financial risk.
Filed Feb 21, 2025
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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.