Attached files

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EX-32 - WRITTEN STATEMENT OF THE CEO AND CFO - Quad/Graphics, Inc.exhibit32-writtenstmtofceo.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Quad/Graphics, Inc.exhibit312-cfocertificatio.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Quad/Graphics, Inc.exhibit311-ceocertificatio.htm
EX-10.2 - EMPLOYMENT AGREEMENT AMENDMENT - Quad/Graphics, Inc.exhibit102-formofamendment.htm
EX-10.1 - EXECUTIVE SEVERANCE PLAN - Quad/Graphics, Inc.exhibit101-quadgraphicsexe.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to
Commission File Number 001-34806
qglogo2016q3.jpg
QUAD/GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin
 
39-1152983
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
N61 W23044 Harry's Way, Sussex, Wisconsin 53089-3995
 
(414) 566-6000
(Address of principal executive offices) (Zip Code)
 
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨  No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Class
 
Outstanding as of October 28, 2016
 
 
 
Class A Common Stock
 
36,851,752
 
 
 
Class B Common Stock
 
14,198,464
 
 
 
Class C Common Stock
 
 
 
 
 
 



QUAD/GRAPHICS, INC.
FORM 10-Q INDEX
For the Quarter Ended September 30, 2016

 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



2


PART I — FINANCIAL INFORMATION

ITEM 1.
Condensed Consolidated Financial Statements (Unaudited)

QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(UNAUDITED)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net sales
 
 
 
 
 
 
 
Products
$
904.2

 
$
978.1

 
$
2,688.9

 
$
2,818.8

Services
152.2

 
157.4

 
442.3

 
464.7

Total net sales
1,056.4

 
1,135.5

 
3,131.2

 
3,283.5

Cost of sales
 
 
 
 
 
 
 
Products
719.1

 
797.3

 
2,144.2

 
2,306.1

Services
105.8

 
112.6

 
305.2

 
336.9

Total cost of sales
824.9

 
909.9

 
2,449.4

 
2,643.0

Operating expenses
 
 
 
 
 
 
 
Selling, general and administrative expenses
109.9

 
106.1

 
341.9

 
326.2

Depreciation and amortization
61.7

 
81.0

 
217.4

 
245.7

Restructuring, impairment and transaction-related charges
26.1

 
35.6

 
62.4

 
80.0

Goodwill impairment

 
775.0

 

 
798.3

Total operating expenses
1,022.6

 
1,907.6

 
3,071.1

 
4,093.2

Operating income (loss)
$
33.8

 
$
(772.1
)
 
$
60.1

 
$
(809.7
)
Interest expense
19.6

 
22.3

 
58.9

 
66.4

Gain on debt extinguishment

 

 
(14.1
)
 

Earnings (loss) before income taxes and equity in loss of unconsolidated entities
14.2

 
(794.4
)
 
15.3

 
(876.1
)
Income tax expense (benefit)
2.9

 
(244.9
)
 
5.6

 
(249.7
)
Earnings (loss) before equity in loss of unconsolidated entities
11.3

 
(549.5
)
 
9.7

 
(626.4
)
Equity in loss of unconsolidated entities

 
2.7

 
2.3

 
6.1

Net earnings (loss)
$
11.3

 
$
(552.2
)
 
$
7.4

 
$
(632.5
)
 
 
 
 
 
 
 
 
Earnings (loss) per share
 
 
 
 
 
 
 
Basic
$
0.24

 
$
(11.50
)
 
$
0.16

 
$
(13.20
)
Diluted
$
0.22

 
$
(11.50
)
 
$
0.15

 
$
(13.20
)
 
 
 
 
 
 
 
 
Dividends declared per share
$
0.30

 
$
0.30

 
$
0.90

 
$
0.90

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic
47.8

 
48.0

 
47.6

 
47.9

Diluted
50.6

 
48.0

 
49.3

 
47.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


3


QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
(UNAUDITED)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net earnings (loss)
$
11.3

 
$
(552.2
)
 
$
7.4

 
$
(632.5
)
 
 
 
 
 
 
 
 
Other comprehensive loss
 
 
 
 
 
 
 
Translation adjustments
(2.5
)
 
(6.7
)
 
4.6

 
(29.8
)
Pension benefit plan adjustments
(23.4
)
 

 
(23.4
)
 

Other comprehensive loss, before tax
(25.9
)
 
(6.7
)
 
(18.8
)
 
(29.8
)
 
 
 
 
 
 
 
 
Income tax benefit related to items of other comprehensive loss
9.0

 

 
9.0

 

 
 
 
 
 
 
 
 
Other comprehensive loss, net of tax
(16.9
)
 
(6.7
)
 
(9.8
)
 
(29.8
)
 
 
 
 
 
 
 
 
Comprehensive loss
$
(5.6
)
 
$
(558.9
)
 
$
(2.4
)
 
$
(662.3
)
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).



4


QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(UNAUDITED)
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 
 
Cash and cash equivalents
$
11.5

 
$
10.8

Receivables, less allowances for doubtful accounts of $54.1 million at September 30, 2016, and $50.1 million at December 31, 2015
566.9

 
648.7

Inventories
318.0

 
280.1

Prepaid expenses and other current assets
49.9

 
38.2

Restricted cash
14.6

 
13.5

Total current assets
960.9

 
991.3

 
 
 
 
Property, plant and equipment—net
1,531.1

 
1,675.8

Other intangible assets—net
65.1

 
110.5

Equity method investments in unconsolidated entities
2.8

 
4.4

Other long-term assets
74.5

 
65.5

Total assets
$
2,634.4

 
$
2,847.5

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Accounts payable
$
341.8

 
$
358.8

Amounts owing in satisfaction of bankruptcy claims
2.3

 
1.4

Accrued liabilities
357.8

 
347.5

Short-term debt and current portion of long-term debt
92.3

 
94.6

Current portion of capital lease obligations
5.6

 
5.1

Total current liabilities
799.8

 
807.4

 
 
 
 
Long-term debt
1,064.7

 
1,239.9

Unsecured notes to be issued
6.8

 
7.1

Capital lease obligations
10.2

 
9.7

Deferred income taxes
46.7

 
59.0

Other long-term liabilities
306.7

 
300.5

Total liabilities
2,234.9

 
2,423.6

 
 
 
 
Commitments and contingencies (Note 8)


 


 
 
 
 
Shareholders' equity
 
 
 
Preferred stock

 

Common stock, Class A
1.0

 
1.0

Common stock, Class B
0.4

 
0.4

Common stock, Class C

 

Additional paid-in capital
912.3

 
956.7

Treasury stock, at cost
(124.6
)
 
(193.6
)
Accumulated deficit
(227.3
)
 
(188.1
)
Accumulated other comprehensive loss
(162.3
)
 
(152.5
)
Total shareholders' equity
399.5

 
423.9

Total liabilities and shareholders' equity
$
2,634.4

 
$
2,847.5

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


5


QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(UNAUDITED)
 
Nine Months Ended September 30,
 
2016
 
2015
OPERATING ACTIVITIES
 
 
 
Net earnings (loss)
$
7.4

 
$
(632.5
)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
217.4

 
245.7

Impairment charges
17.7

 
39.9

Goodwill impairment

 
798.3

Amortization of debt issuance costs and original issue discount
3.2

 
3.3

Gain on debt extinguishment
(14.1
)
 

Stock-based compensation
12.0

 
4.0

Foreign exchange losses on sale of investment

 
6.0

Settlement loss on pension benefit plans
6.5

 

Gain on sale or disposal of property, plant and equipment
(6.0
)
 
(2.1
)
Deferred income taxes
(3.8
)
 
(256.3
)
Equity in loss of unconsolidated entities
2.3

 
6.1

Changes in operating assets and liabilities—net of acquisitions
17.4

 
(33.2
)
Net cash provided by operating activities
260.0

 
179.2

INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(57.7
)
 
(111.2
)
Cost investment in unconsolidated entities
(9.9
)
 
(1.2
)
Proceeds from the sale of property, plant and equipment
11.4

 
4.8

Proceeds from the sale of investments

 
14.0

Transfers from restricted cash

 
0.6

Acquisition of businesses—net of cash acquired

 
(140.8
)
Net cash used in investing activities
(56.2
)
 
(233.8
)
FINANCING ACTIVITIES
 
 
 
Proceeds from issuance of long-term debt
19.7

 

Payments of long-term debt
(170.6
)
 
(69.6
)
Payments of capital lease obligations
(4.6
)
 
(3.6
)
Borrowings on revolving credit facilities
712.0

 
1,182.4

Payments on revolving credit facilities
(727.6
)
 
(1,006.1
)
Payments of debt financing fees
(0.1
)
 

Bankruptcy claim payments on unsecured notes to be issued
(0.3
)
 
(0.1
)
Purchases of treasury stock
(8.8
)
 

Sale of stock for options exercised
22.8

 
2.2

Shares withheld from employees for the tax obligations paid on equity grants
(1.4
)
 
(1.6
)
Tax benefit on equity award activity

 
1.8

Payment of cash dividends
(44.0
)
 
(44.6
)
Net cash provided by (used in) financing activities
(202.9
)
 
60.8

Effect of exchange rates on cash and cash equivalents
(0.2
)
 
(1.6
)
Net increase in cash and cash equivalents
0.7

 
4.6

Cash and cash equivalents at beginning of period
10.8

 
9.6

Cash and cash equivalents at end of period
$
11.5

 
$
14.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


6



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)


Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for Quad/Graphics, Inc. and its subsidiaries (the "Company" or "Quad/Graphics") have been prepared by the Company pursuant to the rules and regulations for interim financial information of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such SEC rules and regulations. The results of operations and accounts of businesses acquired are included in the condensed consolidated financial statements from the dates of acquisition (see Note 2, "Acquisitions and Strategic Investments"). During 2016, the Company modified its presentation of byproduct recoveries to include byproduct recoveries as a reduction of cost of sales–products in the condensed consolidated statements of operations. Previously, byproduct recoveries were reported in net sales–products. Classification of byproduct recoveries as a reduction of cost of sales aligns the proceeds from byproduct recoveries with the corresponding manufacturing costs. The condensed consolidated statements of operations and corresponding notes to the financial statements for the three and nine months ended September 30, 2015, have been reclassified to reflect this change in presentation. This reclassification had no impact on operating income (loss) or net earnings (loss) in the condensed consolidated statements of operations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements as of and for the year ended December 31, 2015, and notes thereto included in the Company's latest Annual Report on Form 10-K filed with the SEC on February 23, 2016.

The Company is subject to seasonality in its quarterly results as net sales and operating income are higher in the third and fourth quarters of the calendar year as compared to the first and second quarters. The fourth quarter is the highest seasonal quarter for cash flows from operating activities due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased magazine advertising page counts, retail inserts, catalogs and books primarily due to back-to-school and holiday-related advertising and promotions. The Company expects this seasonality impact to continue in future years.

The financial information contained herein reflects all adjustments, in the opinion of management, necessary for a fair presentation of the Company's results of operations for the three and nine months ended September 30, 2016 and 2015. All of these adjustments are of a normal recurring nature, except as otherwise noted. All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

Note 2. Acquisitions and Strategic Investments

2015 Specialty Finishing, Inc. Acquisition
    
The Company completed the acquisition of Specialty Finishing, Inc. ("Specialty") on August 25, 2015, for $61.0 million. Specialty is a full-service paperboard folding carton manufacturer and logistics provider located in Omaha, Nebraska. The purchase price of $61.0 million included $0.3 million of acquired cash for a net purchase price of $60.7 million. Included in the purchase price allocation are $9.6 million of identifiable intangible assets, which are amortized over their estimated useful lives ranging from three to six years, and $3.5 million of goodwill. The final allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the acquisition date. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Specialty's operations are included in the United States Print and Related Services segment.



7



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

2015 Copac Global Packaging, Inc. Acquisition

The Company completed the acquisition of Copac Global Packaging, Inc. ("Copac") on April 14, 2015, for $59.4 million. Copac is a leading international provider of innovative packaging and supply chain solutions, including turnkey packaging design, production and fulfillment services across a range of end markets. Copac manufactures products such as folding cartons, labels, inserts, tags and specialty envelopes, and has production facilities in Spartanburg, South Carolina and Santo Domingo, Dominican Republic, as well as strategically sourcing packaging product manufacturing over multiple end markets in Central America and Asia, giving it a global footprint. The purchase price of $59.4 million included $0.9 million of acquired cash for a net purchase price of $58.5 million. Included in the purchase price allocation are $22.2 million of identifiable intangible assets, which are amortized over their estimated useful lives of six years, and $23.5 million of goodwill. The final allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the acquisition date. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Copac's operations are included in the United States Print and Related Services segment.

2015 Marin's International Acquisition

The Company completed the acquisition of Marin's International, S.A. ("Marin's") on February 3, 2015, for $31.1 million. Marin's, headquartered in Paris, France, is a worldwide leader in the point-of-sale display industry and specializes in the research and design of display solutions. Marin's products are produced by a global network of licensees, including Quad/Graphics, as well as one wide-format digital print, kitting and fulfillment facility in Paris. Marin's uses its own European–based sales force and the global licensees to sell its patented product portfolio. The purchase price of $31.1 million included $10.1 million of acquired cash for a net purchase price of $21.0 million. Included in the purchase price allocation are $17.9 million of identifiable intangible assets, which are amortized over their estimated useful lives ranging from three to eight years, and $6.8 million of goodwill. The final allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the acquisition date. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Marin's operations are included in the International segment.

Note 3. Restructuring, Impairment and Transaction-Related Charges

The Company recorded restructuring, impairment and transaction-related charges for the three and nine months ended September 30, 2016 and 2015, as follows:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Employee termination charges
$
1.5

 
$
9.0

 
$
8.1

 
$
21.5

Impairment charges
0.9

 
15.8

 
17.7

 
39.9

Transaction-related charges (income)
0.4

 
0.9

 
1.9

 
(7.3
)
Integration costs

 
0.6

 
0.1

 
4.4

Other restructuring charges
23.3

 
9.3

 
34.6

 
21.5

Total
$
26.1

 
$
35.6

 
$
62.4

 
$
80.0


The costs related to these activities have been recorded in the condensed consolidated statements of operations as restructuring, impairment and transaction-related charges. See Note 19, "Segment Information," for restructuring, impairment and transaction-related charges by segment.



8



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Restructuring Charges

Since 2010, the Company has implemented restructuring programs to eliminate excess manufacturing capacity and properly align its cost structure. The Company has announced a total of 33 plant closures and has reduced headcount by approximately 11,000 employees since 2010. The Company announced the closures of the Atglen, Pennsylvania and Lenexa, Kansas plants during the nine months ended September 30, 2016. The Company recorded the following charges as a result of plant closures and other restructuring programs:

Employee termination charges of $1.5 million and $8.1 million were recorded during the three and nine months ended September 30, 2016, respectively, and $9.0 million and $21.5 million were recorded during the three and nine months ended September 30, 2015, respectively. The Company reduced its workforce through facility consolidations and involuntary separation programs.

There were no integration costs recorded during the three months ended September 30, 2016. Integration costs of $0.1 million were recorded during the nine months ended September 30, 2016. Integration costs of $0.6 million and $4.4 million were recorded during the three and nine months ended September 30, 2015, respectively, and were primarily related to preparing existing facilities to meet new production requirements resulting from work transferring from closed plants, as well as other costs related to the integration of acquired companies.

Other restructuring charges of $23.3 million and $34.6 million were recorded during the three and nine months ended September 30, 2016, respectively, which consisted of the following: (1) $2.3 million and $9.4 million, respectively, of vacant facility carrying costs; (2) $0.6 million and $4.4 million, respectively, of equipment and infrastructure removal costs from closed plants; and (3) $2.7 million and $3.1 million, respectively, of lease exit charges primarily related to the lease termination of the Pittsburg, California facility. The Company also recorded an $11.2 million adjustment to its multiemployer pension plans withdrawal liability during the three and nine months ended September 30, 2016, and a $6.5 million non-cash pension settlement charge related to lump-sum pension payments during the three and nine months ended September 30, 2016, (see Note 14, "Employee Retirement Plans," for additional details). Other restructuring charges of $9.3 million and $21.5 million, respectively, were recorded during the three and nine months ended September 30, 2015, which consisted of the following: (1) $2.6 million and $9.3 million, respectively, of vacant facility carrying costs; (2) $0.3 million and $1.6 million, respectively, of equipment and infrastructure removal costs from closed plants; and (3) $0.4 million and $4.6 million, respectively, of lease exit charges primarily related to the closure of the Atlanta, Georgia facility. The Company also recorded a $6.0 million non-cash expense during the three and nine months ended September 30, 2015, to recognize accumulated foreign exchange losses on the sale of the Chile equity method investment (see Note 7, "Equity Method Investments in Unconsolidated Entities," for additional details).

The restructuring charges recorded were based on plans that have been committed to by management and were, in part, based upon management's best estimates of future events. Changes to the estimates may require future restructuring charges and adjustments to the restructuring liabilities. The Company expects to incur additional restructuring charges related to these and other initiatives.

Impairment Charges

The Company recognized impairment charges of $0.9 million and $17.7 million during the three and nine months ended September 30, 2016, respectively, which consisted of the following: (1) $12.1 million during the nine months ended September 30, 2016, of land and building impairment charges related to the Atglen, Pennsylvania plant closure; and (2) $0.9 million and $5.6 million during the three and nine months ended September 30, 2016, respectively, of impairment charges primarily for machinery and equipment no longer being utilized in production as a result of facility consolidations, including Atglen, Pennsylvania; Augusta, Georgia; East Greenville, Pennsylvania; and Queretaro, Mexico, as well as other capacity reduction restructuring activities.



9



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The Company recognized impairment charges of $15.8 million and $39.9 million during the three and nine months ended September 30, 2015, respectively, which consisted of the following: (1) $16.7 million of impairment charges recorded in the second quarter of 2015 to reduce the book value of the Company's equity method investment in Chile to fair value (see Note 7, "Equity Method Investments in Unconsolidated Entities," for additional details related to the impairment of the Company's equity method investment in Chile); (2) $15.8 million and $21.0 million, respectively, of impairment charges for machinery and equipment no longer being utilized in production as a result of facility consolidations, including Atlanta, Georgia; Dickson, Tennessee; and Queretaro, Mexico, as well as other capacity reduction restructuring initiatives; and (3) $2.2 million of impairment charges recorded in the first quarter of 2015 for property, plant and equipment and other intangible assets as a result of the restructuring proceedings in Argentina for the Company's Argentina subsidiaries, World Color Argentina, S.A. and Anselmo L. Morvillo S.A. (the "Argentina Subsidiaries").

The fair values of the impaired assets were determined by the Company to be Level 3 under the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs) and were estimated based on broker quotes, internally developed models based on current marketplace conditions and estimated future discounted cash flows. These assets were adjusted to their estimated fair values at the time of impairment.

The non-cash goodwill impairment charges included in the line item entitled goodwill impairment on the Company's condensed consolidated statements of operations are discussed in Note 4, "Goodwill and Other Intangible Assets."

Transaction-Related Charges (Income)

The Company incurs transaction-related charges (income) primarily consisting of professional service fees related to business acquisition and divestiture activities. The Company recognized transaction-related charges of $0.4 million and $1.9 million during the three and nine months ended September 30, 2016, respectively. The Company recognized transaction-related charges of $0.9 million and income of $7.3 million during the three and nine months ended September 30, 2015, respectively, which, in the nine month period, included a $10.0 million non-recurring gain as a result of Courier Corporation's ("Courier") termination of the agreement pursuant to which Quad/Graphics was to acquire Courier, partially offset by $2.7 million of professional service fees primarily for the terminated acquisition of Courier and for the acquisitions of Marin's, Copac and Specialty. The transaction-related charges were expensed as incurred in accordance with the applicable accounting guidance on business combinations.

Reserves for Restructuring, Impairment and Transaction-Related Charges

Activity impacting the Company's reserves for restructuring, impairment and transaction-related charges for the nine months ended September 30, 2016, was as follows:

 
Employee
Termination
Charges
 
Impairment
Charges
 
Transaction-Related
Charges
 
Integration
Costs
 
Other
Restructuring
Charges
 
Total
Balance at December 31, 2015
$
24.4

 
$

 
$
0.1

 
$
1.4

 
$
13.0

 
$
38.9

Expense
8.1

 
17.7

 
1.9

 
0.1

 
34.6

 
62.4

Cash payments
(27.4
)
 

 
(1.8
)
 
(0.3
)
 
(19.5
)
 
(49.0
)
Non-cash adjustments
(0.2
)
 
(17.7
)
 

 
(0.1
)
 
(7.9
)
 
(25.9
)
Balance at September 30, 2016
$
4.9

 
$

 
$
0.2

 
$
1.1

 
$
20.2

 
$
26.4




10



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The Company's restructuring, impairment and transaction-related reserves at September 30, 2016, included a short-term and a long-term component. The short-term portion included $9.4 million in accrued liabilities and $1.1 million in accounts payable in the condensed consolidated balance sheets as the Company expects these reserves to be paid within the next twelve months. The long-term portion of $15.9 million is included in other long-term liabilities (see Note 13, "Other Long-Term Liabilities") in the condensed consolidated balance sheets.

Note 4. Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is assigned to specific reporting units and is tested annually for impairment as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value.

United States Print and Related Services Segment

Due to the decline in the Company's stock price in the third quarter of 2015, an interim goodwill impairment test of the three reporting units in the United States Print and Related Services segment was performed as of July 31, 2015. These reporting units include the Core Print and Related Services reporting unit, the Specialty Print and Related Services reporting unit and the Other United States Products and Services reporting unit, with goodwill of $640.8 million, $115.6 million and $18.6 million, respectively, as of July 31, 2015.

As a result of the interim goodwill assessment, the Company recorded a pre-tax non-cash goodwill impairment charge of $775.0 million as of September 30, 2015, for the three reporting units within the United States Print and Related Services segment.

International Segment

On March 25, 2015, due to deteriorating economic conditions, including inflation and currency devaluation, combined with uncertain political conditions, declining print volume and labor challenges, the Company's Argentina Subsidiaries (included within the Latin America reporting unit) commenced bankruptcy restructuring proceedings with a goal of consolidating operations. As a result, the Company conducted an interim goodwill impairment assessment of the Latin America reporting unit, which included comparing the carrying amount of net assets, including goodwill, to its respective fair value as of March 31, 2015, the date of the interim assessment.

The Company recorded a $23.3 million non-cash goodwill impairment charge as a result of the March 31, 2015, interim goodwill impairment assessment for the Latin America reporting unit within the International segment.

The goodwill impairment charges in both segments resulted from a reduction in estimated fair value of each reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to expectations in the previous annual goodwill impairment assessment performed as of October 31, 2014. Further information relating to fair value determinations and assumptions used in the calculation of the Company's 2015 goodwill impairment is contained within Part II, Item 8, "Financial Statements and Supplementary Data," of the Company's 2015 Annual Report on Form 10-K, filed with the SEC on February 23, 2016.



11



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

No goodwill impairment was recorded for the three and nine months ended September 30, 2016. Non-cash goodwill impairment charges of $775.0 million and $798.3 million were recorded during the three and nine months ended September 30, 2015, respectively. All remaining goodwill was impaired in the fourth quarter of 2015, and the accumulated goodwill impairment losses and the carrying value of goodwill at September 30, 2016, and December 31, 2015, were as follows:

 
United States Print and Related Services
 
International
 
Total
Goodwill
$
778.3

 
$
30.0

 
$
808.3

Accumulated goodwill impairment loss
(778.3
)
 
(30.0
)
 
(808.3
)
Balance at September 30, 2016 and December 31, 2015
$

 
$

 
$


Other Intangible Assets

The components of other intangible assets at September 30, 2016, and December 31, 2015, were as follows:

 
 
 
September 30, 2016
 
December 31, 2015
 
Weighted
Average
Amortization
Period (years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
Trademarks, patents, licenses and agreements
7
 
$
22.8

 
$
(8.9
)
 
$
13.9

 
$
22.1

 
$
(5.5
)
 
$
16.6

Capitalized software
5
 
6.6

 
(6.3
)
 
0.3

 
6.5

 
(6.2
)
 
0.3

Acquired technology
5
 
6.4

 
(6.4
)
 

 
6.2

 
(5.9
)
 
0.3

Customer relationships
6
 
459.9

 
(409.0
)
 
50.9

 
459.4

 
(366.1
)
 
93.3

Total
 
$
495.7

 
$
(430.6
)
 
$
65.1

 
$
494.2

 
$
(383.7
)
 
$
110.5


The gross carrying amount and accumulated amortization within other intangible assets—net in the condensed consolidated balance sheets at September 30, 2016, and December 31, 2015, differs from the value originally recorded at acquisition due to impairment charges recorded and the effects of currency fluctuations between the purchase date and September 30, 2016, and December 31, 2015.

Other intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded on other intangible assets for the three and nine months ended September 30, 2016, and for the three months ended September 30, 2015. The Company recorded other intangible asset impairment charges of $0.1 million for the nine months ended September 30, 2015, (see Note 3, "Restructuring, Impairment and Transaction-Related Charges," for further discussion on impairment charges).



12



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Amortization expense for other intangible assets was $4.7 million and $46.1 million for the three and nine months ended September 30, 2016, respectively, and $20.8 million and $60.4 million for the three and nine months ended September 30, 2015, respectively. The estimated future amortization expense related to other intangible assets as of September 30, 2016, was as follows:

 
Amortization Expense
Remainder of 2016
$
4.6

2017
18.1

2018
17.6

2019
12.9

2020
7.6

2021 and thereafter
4.3

Total
$
65.1


Note 5. Inventories

The components of inventories at September 30, 2016, and December 31, 2015, were as follows:

 
September 30,
2016
 
December 31,
2015
Raw materials and manufacturing supplies
$
163.4

 
$
154.8

Work in process
61.1

 
51.0

Finished goods
93.5

 
74.3

Total
$
318.0

 
$
280.1


Note 6. Property, Plant and Equipment

The components of property, plant and equipment at September 30, 2016, and December 31, 2015, were as follows:

 
September 30,
2016
 
December 31,
2015
Land
$
126.5

 
$
135.9

Buildings
941.9

 
952.6

Machinery and equipment
3,605.6

 
3,603.9

Other(1)
189.3

 
194.1

Construction in progress
25.5

 
24.2

Property, plant and equipment—gross
$
4,888.8

 
$
4,910.7

Less: accumulated depreciation
(3,357.7
)
 
(3,234.9
)
Property, plant and equipment—net
$
1,531.1

 
$
1,675.8

______________________________
(1) 
Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication-related equipment.



13



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The Company recorded impairment charges of $0.9 million and $17.7 million for the three and nine months ended September 30, 2016, respectively, and $9.8 million and $17.1 million for the three and nine months ended September 30, 2015, respectively, to reduce the carrying amounts of certain property, plant and equipment no longer utilized in production to fair value (see Note 3, "Restructuring, Impairment and Transaction-Related Charges," for further discussion on impairment charges).

The Company recognized depreciation expense of $57.0 million and $171.3 million for the three and nine months ended September 30, 2016, respectively, and $60.2 million and $185.3 million for the three and nine months ended September 30, 2015, respectively.

Assets Held for Sale

The Company considered certain closed facilities for held for sale classification on the condensed consolidated balance sheets. The net book value of assets held for sale was $11.4 million and $6.3 million as of September 30, 2016, and December 31, 2015, respectively. These assets were carried at the lesser of original cost or fair value, less the estimated costs to sell. The fair values were determined by the Company to be Level 3 under the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs) and were estimated based on broker quotes and internally developed models based on current marketplace conditions. Assets held for sale are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Note 7. Equity Method Investments in Unconsolidated Entities

The Company has a 49% ownership interest in Plural Industria Gráfica Ltda. ("Plural"), a commercial printer based in São Paulo, Brazil. The Company had a 50% ownership interest in Quad/Graphics Chile S.A. ("Chile"), a commercial printer based in Santiago, Chile, until the Company sold its ownership interest in Chile on July 31, 2015. The Company's ownership interest in Plural and Chile was accounted for using the equity method of accounting for all periods presented. The Company's equity loss of Plural's and Chile's operations was recorded in equity in loss of unconsolidated entities in the Company's condensed consolidated statements of operations and was included within the International segment.

The Company reviews its equity method investments regularly for indicators of other than temporary impairment. During the second quarter of 2015, the Company recorded a $16.7 million impairment charge to reduce the book value of the 50% ownership interest in Chile to fair value based on the intent to sell the investment. The impairment was recorded in restructuring, impairment and transaction-related charges on the condensed consolidated statement of operations and was included within the International segment. The fair value measurement of the investment, which was classified as Level 3 in the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs), was determined using internal expertise of current marketplace conditions.

On July 31, 2015, the Company sold its 50% ownership interest in Chile for $10.5 million. The Company recorded a $6.0 million non-cash expense to recognize accumulated foreign exchange losses on the sale of the Chile equity method investment during the three and nine months ended September 30, 2015, which was recorded within restructuring, impairment and transaction-related charges on the condensed consolidated statements of operations.



14



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The combined condensed statements of operations of unconsolidated entities for the three and nine months ended September 30, 2016 and 2015, are presented below. Results from the Chile equity method investment are included in the following table through the July 31, 2015 sale date:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
19.6

 
$
20.9

 
$
52.1

 
$
88.8

Operating (income) loss
(1.2
)
 
4.7

 
1.8

 
10.9

Net loss

 
5.5

 
4.6

 
12.4


Note 8. Commitments and Contingencies

Litigation

The Company is named as a defendant in various lawsuits in which claims are asserted against the Company in the normal course of business. The liabilities, if any, which may ultimately result from such lawsuits are not expected by management to have a material impact on the condensed consolidated financial statements of the Company.

In April 2016, the Company self-reported to the SEC and the Department of Justice ("DOJ") certain Foreign Corrupt Practices Act ("FCPA") issues related to its Peru operations. The Company's Peru operations had approximate annual sales ranging from $55 million to $85 million since the date that the Company acquired those operations in July 2010. The self-reported issues were identified by the Company's financial internal controls. The Company, under the oversight of its Audit Committee and Board of Directors, proactively initiated an investigation into this matter with the assistance of external legal counsel and external forensic accountants. In connection with this investigation, the Company has made and continues to evaluate certain enhancements to its compliance program. The Company is fully cooperating with the SEC and the DOJ. At this time, the Company does not anticipate any material adverse effect on its business or financial condition as a result of this matter.

Environmental Reserves

The Company is subject to various laws, regulations and government policies relating to health and safety, to the generation, storage, transportation, and disposal of hazardous substances, and to environmental protection in general. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Such reserves are adjusted as new information develops or as circumstances change. The environmental reserves are not discounted. The Company believes it is in compliance with such laws, regulations and government policies in all material respects. Furthermore, the Company does not anticipate that maintaining compliance with such environmental statutes will have a material impact on the Company's condensed consolidated financial position.

Note 9. World Color Press Inc. Insolvency Proceedings

The Company continues to manage the bankruptcy claim settlement process for the Quebecor World Inc. ("QWI") bankruptcy proceedings in the United States and Canada (QWI changed its name to World Color Press Inc. ("World Color Press") upon emerging from bankruptcy on July 21, 2009). To the extent claims are allowed, the holders of such claims are entitled to receive recovery, with the nature of such recovery dependent upon the type and classification of such claims. In this regard, with respect to certain types of claims, the holders thereof are entitled to receive cash and/or unsecured notes, while the holders of certain other types of claims are entitled to receive a combination of Quad/Graphics common stock and cash (the "Class 4 Claims"), in accordance with the terms of the World Color Press acquisition agreement.



15



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

With respect to claims asserted by the holders thereof as being entitled to a priority cash recovery, the Company has estimated that approximately $1.2 million and $1.4 million of such recorded claims have yet to be paid as of September 30, 2016, and December 31, 2015, respectively. With respect to claims asserted by the holders thereof as being entitled to Class 4 Claims, during the second quarter of 2016 the Company was provided $1.1 million of restricted cash to satisfy the cash portion of the remaining Class 4 Claims. The obligations for both the priority cash claims and the Class 4 Claims are classified as amounts owing in satisfaction of bankruptcy claims in the condensed consolidated balance sheets.

With respect to unsecured claims held by creditors of the operating subsidiary debtors of Quebecor World (USA) Inc. (the "Class 3 Claims"), each allowed Class 3 Claim will be entitled to receive an unsecured note in an amount equaling 50% of such creditor's allowed Class 3 Claim, provided, however, that the aggregate principal amount of all such unsecured notes cannot exceed $75.0 million. Each allowed Class 3 Claim will also receive accrued interest and a 5% prepayment redemption premium thereon (the total aggregate maximum principal, interest and prepayment redemption premium for all Class 3 Claims is $89.2 million). In connection with the World Color Press acquisition, the Company was required to deposit the maximum potential payout to the Class 3 Claim creditors of $89.2 million with a trustee, and that amount will remain with the trustee until either (1) it is paid to a creditor for an allowed Class 3 Claim or (2) excess amounts not required for Class 3 Claim payments will revert to the Company.

During the nine months ended September 30, 2016, $0.3 million was paid to Class 3 Claim creditors, and no refunds of restricted cash were received. At September 30, 2016, an $11.5 million maximum potential payout to the Class 3 Claim creditors remained and was classified as restricted cash in the condensed consolidated balance sheet. Based on the Company's analysis of the outstanding Class 3 claims, the Company had a liability of $6.8 million at September 30, 2016, classified as unsecured notes to be issued in the condensed consolidated balance sheets. Activity impacting restricted cash and unsecured notes to be issued for the nine months ended September 30, 2016, was as follows:

 
Restricted Cash
 
Unsecured 
Notes
to be Issued
Balance at December 31, 2015
$
11.5

 
$
7.1

Class 3 Claim payments

 
(0.3
)
Balance at September 30, 2016
$
11.5

 
$
6.8


The components of restricted cash at September 30, 2016, and December 31, 2015, were as follows:

 
September 30,
2016
 
December 31,
2015
Defeasance of unsecured notes to be issued
$
11.5

 
$
11.5

Restricted cash for Class 4 Claim payments
1.1

 

Other
2.0

 
2.0

Total
$
14.6

 
$
13.5


While the liabilities recorded for any bankruptcy matters are based on management's current assessment of the amount likely to be paid, it is not possible to identify the final amount of priority cash claims, Class 4 claims or Class 3 claims that will ultimately be allowed by the United States Bankruptcy Court. Therefore, payments for amounts owing in satisfaction of bankruptcy claims could be higher than the amounts accrued on the condensed consolidated balance sheets, which would require additional cash payments to be made and expense to be recorded for the amount exceeding the Company's estimate. Amounts payable related to the unsecured notes could exceed current estimates, which would require additional expense to be recorded. The Company has resolved the majority of claims since acquiring World Color Press in 2010, but the ultimate timing for completion of the bankruptcy process depends on the resolution of the remaining claims.


16



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)


Note 10. Debt

The components of long-term debt as of September 30, 2016, and December 31, 2015, were as follows:

 
September 30,
2016
 
December 31,
2015
Master note and security agreement
$
163.7

 
$
260.4

Term loan A—$450.0 million due April 2019
385.3

 
410.6

Term loan B—$300.0 million due April 2021
291.3

 
293.2

Revolving credit facility—$850.0 million due April 2019
46.5

 
70.8

Senior unsecured notes—$300.0 million due May 2022
243.5

 
300.0

International term loan—$20.0 million
17.9

 

International revolving credit facility—$13.1 million
8.7

 

Equipment term loans
10.5

 
13.4

Other
1.8

 
2.2

Debt issuance costs
(12.2
)
 
(16.1
)
Total debt
$
1,157.0

 
$
1,334.5

Less: short-term debt and current portion of long-term debt
(92.3
)
 
(94.6
)
Long-term debt
$
1,064.7

 
$
1,239.9


Gain on Debt Extinguishment

The gain on debt extinguishment recorded during the nine months ended September 30, 2016, was as follows:

 
Master Note and Security Agreement
 
Senior Unsecured Notes
 
Total
Principal amount repurchased
$
60.1

 
$
56.5

 
$
116.6

 
 
 
 
 
 
Repurchase price
61.2

 
42.5

 
103.7

Less: accrued interest paid
(1.2
)
 
(1.1
)
 
(2.3
)
Net repurchase price
60.0

 
41.4

 
101.4

 
 
 
 
 
 
Debt financing fees expensed
(0.1
)
 

 
(0.1
)
Debt issuance costs expensed
(0.2
)
 
(0.8
)
 
(1.0
)
Gain (loss) on debt extinguishment
$
(0.2
)
 
$
14.3

 
$
14.1


Master Note and Security Agreement Tender

The Company redeemed $60.1 million of its senior notes under the Master Note and Security Agreement, resulting in a net loss on debt extinguishment of $0.2 million during the nine months ended September 30, 2016. All tendered senior notes under the Master Note and Security Agreement were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the tender. The tender was primarily completed to reallocate debt to the lower interest rate revolving credit facility and thereby reduce interest expense based on current London Interbank Offered Rate ("LIBOR") rates.


17



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)


Senior Unsecured Note Repurchases

The Company repurchased $56.5 million of its $300.0 million aggregate principal amount of unsecured 7.0% senior notes due May 1, 2022, (the "Senior Unsecured Notes") in the open market, resulting in a net gain on debt extinguishment of $14.3 million during the nine months ended September 30, 2016. All repurchased Senior Unsecured Notes were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the repurchases. These repurchases were primarily completed to efficiently reduce debt balances and interest expense based on current LIBOR rates.

International Debt Obligations

The Company entered into a fixed rate Euro denominated international term loan on December 28, 2015, for purposes of financing certain capital expenditures and general business needs. The international term loan was fully funded during 2016 and had $17.9 million outstanding at a weighted average interest rate of 1.72% as of September 30, 2016.

Fair Value of Debt

Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company's total debt was approximately $1.2 billion at September 30, 2016, and December 31, 2015. The fair value determination of the Company's total debt was categorized as Level 2 in the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 2 inputs).

Covenants and Compliance

The Company's various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company's debt agreements). Among these covenants, the Company was required to maintain the following as of September 30, 2016:

Total Leverage Ratio. On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt to consolidated EBITDA, shall not exceed 3.75 to 1.00 (for the twelve months ended September 30, 2016, the Company's total leverage ratio was 2.36 to 1.00).

Senior Secured Leverage Ratio. On a rolling twelve-month basis, the senior secured leverage ratio, defined as senior secured debt to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended September 30, 2016, the Company's senior secured leverage ratio was 1.88 to 1.00).

Minimum Interest Coverage Ratio. On a rolling twelve-month basis, the minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.50 to 1.00 (for the twelve months ended September 30, 2016, the Company's minimum interest coverage ratio was 6.61 to 1.00).

The indenture underlying the Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company's and its restricted subsidiaries' ability to incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of the Company's consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.



18



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

In addition to those covenants, the Company's $1.6 billion senior secured credit facility (the "Senior Secured Credit Facility") also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock, including the following:

If the Company's total leverage ratio is greater than 3.00 to 1.00 (as defined in the Senior Secured Credit Facility), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 3.00 to 1.00, there are no such restrictions.

If the Company's senior secured leverage ratio is greater than 3.00 to 1.00 or the Company's total leverage ratio is greater than 3.50 to 1.00 (these ratios as defined in the Senior Secured Credit Facility), the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior secured leverage ratio is less than 3.00 to 1.00 and the total leverage ratio is less than 3.50 to 1.00, there are no such restrictions.

Note 11. Income Taxes

The Company records income tax expense on an interim basis. The estimated annual effective income tax rate is adjusted quarterly, and items discrete to a specific quarter are reflected in tax expense for that interim period. The effective income tax rate for the interim period can differ from the statutory tax rate, as it reflects changes in valuation allowances due to expected current year earnings or loss and other discrete items, such as changes in the liability for unrecognized tax benefits related to establishment and settlement of income tax exposures.

The Company recorded $775.0 million and $798.3 million of non-cash goodwill impairment charges during the three and nine months ended September 30, 2015, respectively, of which $716.4 million and $739.7 million, respectively, was nondeductible for income tax purposes. The total tax benefit during the nine months ended September 30, 2015, related to the goodwill impairment was $242.4 million, composed of the following: (1) a $22.0 million tax benefit on the $58.6 million of deductible goodwill; and (2) a $220.4 million deferred tax benefit associated with the reduction of a deferred tax liability related to the investments in United States subsidiaries due to the effects of the goodwill impairment in the United States Print and Related Services segment. The deferred tax liability related to the investments in United States subsidiaries was originally established when the former World Color Press entities emerged from bankruptcy in 2009.

The Company's liability for unrecognized tax benefits as of September 30, 2016, was $30.0 million. The Company anticipates a $1.1 million decrease to its liability for unrecognized tax benefits within the next twelve months due to resolution of income tax audits or statute expirations.



19



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 12. Financial Instruments and Fair Value Measurements

Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of acquisitions or impairment charges. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also classifies the inputs used to measure fair value into the following hierarchy:

Level 1:
Quoted prices in active markets for identical assets or liabilities.

Level 2:
Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3:
Unobservable inputs for the asset or liability. There were no Level 3 recurring measurements of assets or liabilities as of September 30, 2016.

The Company records the fair value of its forward contracts and pension plan assets on a recurring basis. The fair value of cash and cash equivalents, receivables, inventories, restricted cash, accounts payable, accrued liabilities and amounts owing in satisfaction of bankruptcy claims approximate their carrying values as of September 30, 2016, and December 31, 2015. See Note 10, "Debt," for further discussion on the fair value of the Company's debt.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. See Note 2, "Acquisitions and Strategic Investments," for further discussion on acquisitions. See Note 3, "Restructuring, Impairment and Transaction-Related Charges," and Note 4, "Goodwill and Other Intangible Assets," for further discussion on impairment charges recorded as a result of the remeasurement of certain long-lived assets.

The Company has operations in countries that have transactions outside their functional currencies and periodically enters into foreign exchange contracts. These contracts are used to hedge the net exposures of changes in foreign currency exchange rates and are designated as either cash flow hedges or fair value hedges. Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. There were no open foreign currency exchange contracts as of September 30, 2016.

The Company periodically enters into natural gas forward purchase contracts to hedge against increases in commodity costs. The Company's commodity contracts qualified for the exception related to normal purchases and sales during the three and nine months ended September 30, 2016 and 2015, as the Company takes delivery in the normal course of business.



20



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 13. Other Long-Term Liabilities

The components of other long-term liabilities as of September 30, 2016, and December 31, 2015, were as follows:

 
September 30,
2016
 
December 31,
2015
Single employer pension obligations
$
145.0

 
$
136.0

Multiemployer pension plans—withdrawal liability
23.0

 
31.0

Tax-related liabilities
22.9

 
22.2

Employee-related liabilities
62.9

 
64.6

Restructuring reserve
15.9

 
6.6

Other
37.0

 
40.1

Total
$
306.7

 
$
300.5


Note 14. Employee Retirement Plans

Pension Plans

The Company sponsors various funded and unfunded pension plans for a portion of its full-time employees in the United States. Benefits are generally based upon years of service and compensation. These plans are funded in conformity with the applicable government regulations. The Company funds at least the minimum amount required for all qualified plans using actuarial cost methods and assumptions acceptable under government regulations.

The components of net pension income (expense) for the three and nine months ended September 30, 2016 and 2015, were as follows:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Interest cost
$
(4.0
)
 
$
(6.7
)
 
$
(14.3
)
 
$
(20.1
)
Expected return on plan assets
7.3

 
8.7

 
23.1

 
26.1

Net periodic pension income
3.3

 
2.0

 
8.8

 
6.0

Settlement charge
(6.5
)
 

 
(6.5
)
 

Net pension income (expense)
$
(3.2
)
 
$
2.0

 
$
2.3

 
$
6.0


On April 1, 2016, the Company provided the option to receive a lump-sum pension payment to a select group of terminated vested participants. Total lump sum payments of $71.3 million have been paid during the nine months ended September 30, 2016, of which $56.4 million was paid in July 2016 under the lump-sum program. During the nine months ended September 30, 2016, the Company settled $90.1 million of pension liabilities for $71.3 million. Payments to eligible participants who elected to receive a lump-sum pension payment were funded from existing pension plan assets and constituted a settlement of the Company’s pension liabilities with respect to these participants.

The Company’s pension assets and liabilities were remeasured as of July 2016. The discount rates and actuarial assumptions used to calculate the payouts were determined in accordance with federal regulations. The Company recorded a non-cash settlement charge of $6.5 million during the third quarter of 2016 in connection with the lump sum payments. The settlement charge was classified as restructuring, impairment and transaction-related charges in the condensed consolidated statement of operations. These charges resulted from the recognition in earnings of a portion of the actuarial losses recorded in accumulated other comprehensive loss based on the proportion of the obligation settled.


21



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)


For 2015, the Company measured interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Beginning in the first quarter of 2016, the Company changed the approach used to measure interest costs for pension benefits and elected to measure interest costs by applying the specific spot rates along that yield curve to the plans' liability cash flows. The new method would also impact the calculation of service costs, but this is not applicable to the Company's pension plans due to their frozen status. The Company made this change to provide a more precise measurement of interest costs by aligning the timing of the plans' liability cash flows to the corresponding spot rates on the yield curve. This change did not affect the measurement of the plan obligations. The Company has reflected this as a change in accounting estimate, and accordingly, has accounted for it on a prospective basis.

The Company made the following contributions and benefit payments to its defined benefit pension plans during the nine months ended September 30, 2016:

 
Nine Months Ended
 
September 30, 2016
Contributions on qualified pension plans
$
10.8

Benefit payments on non-qualified pension plans
1.4

Total
$
12.2


Multiemployer Pension Plans ("MEPPs")

The Company has withdrawn from all significant MEPPs and replaced these union sponsored "promise to pay in the future" defined benefit plans with a Company sponsored "pay as you go" defined contribution plan. The two MEPPs, the Graphic Communications International Union – Employer Retirement Fund ("GCIU") and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund ("GCC"), are significantly underfunded, and will require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed. As a result of the decision to withdraw, the Company accrued a $98.6 million estimated withdrawal liability based on information provided by each plan's trustee, as part of the purchase price allocation for World Color Press.

The Company has received notices of withdrawal and demand for payment letters for both the GCIU and GCC plans, which, in total are in excess of the $98.6 million in original reserves established by the Company for the withdrawals. The Company made monthly payments totaling $8.5 million and $9.3 million for the nine months ended September 30, 2016 and 2015, respectively, as required by the Employee Retirement Income Security Act, although such payments do not waive the Company's rights to object to the withdrawal liabilities submitted by the GCIU and GCC plan administrators. The Company is currently in litigation with the MEPPs' trustees to determine the amount and duration of the withdrawal payments. Arbitration proceedings with the GCIU and GCC have been completed, both sides have appealed the arbitrator's ruling, and litigation in Federal court has commenced. A Federal court ruling was issued in favor of the GCC during the third quarter of 2016, and the Company has the right to appeal the Federal court ruling.

The Company has reserved $50.3 million as its estimate of the total MEPPs withdrawal liability as of September 30, 2016, of which $34.2 million was recorded in other long-term liabilities (including $11.2 million recorded in long-term restructuring reserve), $10.6 million was recorded in accrued liabilities and $5.5 million was recorded in unsecured notes to be issued in the condensed consolidated balance sheets. The withdrawal liability reserved by the Company is within the range of the Company's estimated potential outcomes. This estimate may increase or decrease depending on the final conclusion of the litigation with the MEPPs' trustees.



22



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 15. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed as net earnings (loss) divided by the basic weighted average common shares outstanding of 47.8 million and 47.6 million for the three and nine months ended September 30, 2016, respectively, and 48.0 million and 47.9 million shares for the three and nine months ended September 30, 2015, respectively. The calculation of diluted earnings per share includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of the following: (1) the amount the employee must pay upon exercise of the award; (2) the amount of unearned stock-based compensation costs attributable to future services; and (3) for the three and nine months ended September 30, 2015, the amount of excess tax benefits, if any, that would be credited to additional paid-in capital, assuming exercise of the award. The calculation of total proceeds for the three and nine months ended September 30, 2016, excludes the excess tax benefits as a result of the early prospective adoption of new accounting guidance related to share-based compensation during the second quarter of 2016, with retrospective application to January 1, 2016. See Note 21, "New Accounting Pronouncements," for further discussion of the adoption of the new accounting standard related to share-based compensation and its impacts to the condensed consolidated financial statements.

Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net earnings, and accordingly, the Company excludes them from the calculation. Anti-dilutive equity instruments of 0.7 million and 2.3 million class A common shares were excluded from the computation of diluted net earnings per share for the three and nine months ended September 30, 2016, respectively. Due to the net loss incurred during the three and nine months ended September 30, 2015, the assumed exercise of all equity incentive instruments was anti-dilutive and, therefore, not included in the diluted loss per share calculation for those periods.

Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company's common stock, for the three and nine months ended September 30, 2016 and 2015, are summarized as follows:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Numerator
 
 
 
 
 
 
 
Net earnings (loss)
$
11.3

 
$
(552.2
)
 
$
7.4

 
$
(632.5
)
 
 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
 
Basic weighted average number of common shares outstanding for all classes of common shares
47.8

 
48.0

 
47.6

 
47.9

Plus: effect of dilutive equity incentive instruments
2.8

 

 
1.7

 

Diluted weighted average number of common shares outstanding for all classes of common shares
50.6

 
48.0

 
49.3

 
47.9

 
 
 
 
 
 
 
 
Earnings (loss) per share
 
 
 
 
 
 
 
Basic
$
0.24

 
$
(11.50
)
 
$
0.16

 
$
(13.20
)
Diluted
$
0.22

 
$
(11.50
)
 
$
0.15

 
$
(13.20
)
 
 
 
 
 
 
 
 
Cash dividends paid per common share for all classes of common shares
$
0.30

 
$
0.30

 
$
0.90

 
$
0.90




23



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 16. Equity Incentive Programs

The shareholders of the Company approved the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan ("Omnibus Plan") for two complementary purposes: (1) to attract and retain outstanding individuals to serve as directors, officers and employees; and (2) to increase shareholder value. In May 2016, an additional 3,000,000 shares were approved for issuance, providing for an aggregate 10,871,652 shares of class A common stock reserved for issuance under the Omnibus Plan. Awards under the Omnibus Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A common stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company's Board of Directors. Each stock option granted has an exercise price of no less than 100% of the fair market value of the class A common stock on the date of grant. As of September 30, 2016, there were 2,848,196 shares available for issuance under the Omnibus Plan.

The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, restricted stock, restricted stock units and deferred stock units. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units, which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management's expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

Equity Incentive Compensation Expense

The total compensation expense (income) recognized related to all equity incentive programs was expense of $3.8 million and $12.0 million for the three and nine months ended September 30, 2016, respectively, and income of $1.9 million and expense of $4.0 million for the three and nine months ended September 30, 2015, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. Total future compensation expense related to all equity incentive programs granted as of September 30, 2016, was estimated to be $17.3 million. Estimated future compensation expense is $3.3 million for 2016, $8.9 million for 2017, $4.5 million for 2018 and $0.6 million for 2019.

Net tax benefit (expense) on equity award activity was an expense of $0.3 million and a benefit of $1.8 million during the nine months ended September 30, 2016 and 2015, respectively. With the prospective adoption of the new accounting standard on share-based compensation, net tax benefit (expense) on equity award activity is included in net earnings (loss) in the operating activities section of the condensed consolidated statement of cash flows for the nine months ended September 30, 2016. See Note 21, "New Accounting Pronouncements," for further discussion of the adoption of the new accounting standard related to share-based compensation and its impacts to the condensed consolidated financial statements. Net tax benefit (expense) on equity award activity is shown as tax benefit on equity award activity in the financing activities section of the condensed consolidated statement of cash flows for the nine months ended September 30, 2015.

Stock Options

Options vest over four years, with no vesting in the first year and one-third vesting upon the second, third and fourth anniversary dates. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Options expire no later than the tenth anniversary of the grant date, 24 months after termination for death, 36 months after termination for normal retirement or disability and 90 days after termination of employment for any other reason. Options are not credited with dividend declarations, except for the November 18, 2011 grants. Stock options are only to be granted to employees.



24



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

There were no stock options granted during the three and nine months ended September 30, 2016 and 2015. There was no compensation expense recognized related to stock options for the three and nine months ended September 30, 2016. Compensation expense recognized related to stock options was $0.1 million and $0.2 million for the three and nine months ended September 30, 2015, respectively. There is no future compensation expense for stock options as of September 30, 2016.

The following table is a summary of the stock option activity for the nine months ended September 30, 2016:

 
Shares Under
Option
 
Weighted Average
Exercise
Price
 
Weighted Average
Remaining
Contractual Term
(years)
 
Aggregate
Intrinsic Value
(millions)
Outstanding at December 31, 2015
3,290,336

 
$
21.37

 
3.6
 
$

Granted

 

 

 


Exercised
(1,182,322
)
 
19.27

 
 
 


Canceled/forfeited/expired
(21,485
)
 
26.54

 
 
 


Outstanding and exercisable at September 30, 2016
2,086,529

 
$
22.50

 
3.3
 
$
14.7


The intrinsic value of options outstanding and exercisable at September 30, 2016, and December 31, 2015, was based on the fair value of the stock price. All outstanding options were vested as of September 30, 2016.

The following table is a summary of the stock option exercises and vesting activity for the three and nine months ended September 30, 2016 and 2015:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Total intrinsic value of stock options exercised
$
8.9

 
$

 
$
9.7

 
$
1.3

Cash received from stock option exercises
21.1

 

 
22.8

 
2.2

Total grant date fair value of stock options vested

 

 
0.3

 
1.8


Performance Share and Performance Share Units

Performance share ("PS") and performance share unit ("PSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. There were no PS or PSU awards granted during the three and nine months ended September 30, 2016 and 2015. Shares awarded in 2013 had a performance period of three years that ended December 31, 2015. The Company did not achieve the established performance targets for the performance period ended December 31, 2015; therefore, the PS and PSU awards were canceled.

Compensation expense for awards granted was recognized based on a best estimate of the anticipated payout, net of estimated forfeitures. There was no compensation expense recognized related to PS and PSUs for the three and nine months ended September 30, 2016. Compensation expense (income) recognized related to PS and PSUs was income of $4.8 million and $4.6 million for the three and nine months ended September 30, 2015, respectively. There is no future compensation expense for PS and PSUs as of September 30, 2016.



25



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Restricted Stock and Restricted Stock Units

Restricted stock ("RS") and restricted stock unit ("RSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Grantees receiving RS grants are able to exercise full voting rights and receive full credit for dividends during the vesting period. All such dividends will be paid to the RS grantee within 45 days of full vesting. Grantees receiving RSUs are not entitled to vote, but do earn dividends. Upon vesting, RSUs will be settled either through cash payment equal to the fair market value of the RSUs on the vesting date or through issuance of the Company's class A common stock.

The following table is a summary of RS and RSU award activity for the nine months ended September 30, 2016:

 
Restricted Stock
 
Restricted Stock Units
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
Weighted-
Average
Remaining
Contractual
Term (years)
 
Units
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
Weighted-
Average
Remaining
Contractual
Term (years)
Nonvested at December 31, 2015
1,549,624

 
$
22.56

 
1.3
 
97,746

 
$
16.58

 
1.7
Granted
1,315,571

 
9.44

 
 
 
175,228

 
10.08

 
 
Vested
(331,979
)
 
20.39

 
 
 
(22,282
)
 
22.79

 
 
Forfeited
(38,009
)
 
23.05

 
 
 
(14,806
)
 
18.55

 
 
Nonvested at September 30, 2016
2,495,207

 
$
15.92

 
1.7
 
235,886

 
$
11.04

 
2.1

During the three months ended September 30, 2016, RS awards of 3,979 shares and RSU awards of 7,728 units were granted at a weighted average grant date fair value of $27.09. During the nine months ended September 30, 2016, RS awards of 1,315,571 shares and RSU awards of 175,228 units were granted at weighted-average grant date fair values of $9.44 and $10.08, respectively. During the three months ended September 30, 2015, RS awards of 14,921 shares were granted at a weighted average grant date fair value of $13.84. There were no RSU awards granted during the three months ended September 30, 2015. During the nine months ended September 30, 2015, RSA awards of 603,377 shares and RSU awards of 70,445 units were granted at weighted-average grant date fair values of $22.87 and $23.11, respectively. In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date.

Compensation expense recognized for RS and RSUs was $3.8 million and $11.2 million for the three and nine months ended September 30, 2016, respectively, and $2.8 million and $7.6 million for the three and nine months ended September 30, 2015, respectively. Total future compensation expense for all RS and RSUs granted as of September 30, 2016, is approximately $17.3 million. Estimated future compensation expense is $3.3 million for 2016, $8.9 million for 2017, $4.5 million for 2018 and $0.6 million for 2019.



26



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Deferred Stock Units

Deferred stock units ("DSU") are awards of rights to shares of the Company's class A common stock and are awarded to non-employee directors of the Company. The following table is a summary of DSU award activity for the nine months ended September 30, 2016:

 
Deferred Stock Units
 
Units
 
Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2015
156,807

 
$
20.51

Granted
78,750

 
9.30

Dividend equivalents granted
11,383

 
19.23

Settled

 

Forfeited

 

Outstanding at September 30, 2016
246,940

 
$
16.88


There were no DSU awards granted during the three months ended September 30, 2016. DSU awards of 78,750 units were granted at a weighted-average grant date fair value of $9.30 during the nine months ended September 30, 2016. There were no DSU awards granted during the three months ended September 30, 2015. During the nine months ended September 30, 2015, DSU awards of 34,139 units were granted at a weighted-average grant date fair value of $23.11. Each DSU award entitles the grantee to receive one share of class A common stock upon the earlier of the separation date of the grantee or the second anniversary of the grant date, but could be subject to acceleration for a change in control, death or disability as defined in the individual DSU grant agreement. Grantees of DSU awards may not exercise voting rights, but are credited with dividend equivalents, and those dividend equivalents will be converted into additional DSU awards based on the closing price of the class A common stock. Dividend equivalents granted were 3,209 and 11,383 units during the three and nine months ended September 30, 2016, respectively, and 3,239 and 6,969 units during the three and nine months ended September 30, 2015, respectively.

There was no compensation expense recorded for DSUs during the three months ended September 30, 2016, and $0.8 million of compensation expense was recorded for DSUs during the nine months ended September 30, 2016. There was no compensation expense recorded for DSUs during the three months ended September 30, 2015, and $0.8 million of compensation expense was recorded for DSUs during the nine months ended September 30, 2015. As DSU awards are fully vested on the grant date, all compensation expense was recognized at the date of grant.

Other information

Authorized unissued shares or treasury shares may be used for issuance under the Company's equity incentive programs. The Company intends to use treasury shares of its class A common stock to meet the stock requirements of its awards in the future.



27



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 17. Shareholders' Equity

The Company has three classes of common stock as follows (share data in millions):

 
 
 
Issued Common Stock
 
Authorized Shares
 
Outstanding
 
Treasury
 
Total Issued Shares
Class A stock ($0.025 par value)
80.0

 
 
 
 
 
 
September 30, 2016
 
 
36.8

 
3.2

 
40.0

December 31, 2015
 
 
35.4

 
4.6

 
40.0

 
 
 
 
 
 
 
 
Class B stock ($0.025 par value)
80.0

 
 
 
 
 
 
September 30, 2016
 
 
14.2

 
0.8

 
15.0

December 31, 2015
 
 
14.2

 
0.8

 
15.0

 
 
 
 
 
 
 
 
Class C stock ($0.025 par value)
20.0

 
 
 
 
 
 
September 30, 2016
 
 

 
0.5

 
0.5

December 31, 2015
 
 

 
0.5

 
0.5


In accordance with the Articles of Incorporation, each class A common share has one vote per share and each class B and class C common share has ten votes per share on all matters voted upon by the Company's shareholders. Liquidation rights are the same for all three classes of common stock.

The Company also has 0.5 million shares of $0.01 par value preferred stock authorized, of which none were issued at September 30, 2016, and December 31, 2015. The Company has no present plans to issue any preferred stock.

On September 6, 2011, the Company's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's outstanding class A common stock. There were no share repurchases during the three months ended September 30, 2016. During the nine months ended September 30, 2016, the Company repurchased 984,190 shares of its class A common stock at a weighted average price of $8.96 per share for a total purchase price of $8.8 million. As of September 30, 2016, there were $82.9 million of authorized repurchases remaining under the program.

In accordance with the Articles of Incorporation, dividends are paid equally for all three classes of common shares. The dividend activity related to the then outstanding shares for the nine months ended September 30, 2016 and 2015, was as follows:

 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Amount
per Share
2016
 
 
 
 
 
 
 
Q3 Dividend
August 1, 2016
 
August 29, 2016
 
September 9, 2016
 
$
0.30

Q2 Dividend
May 3, 2016
 
June 6, 2016
 
June 17, 2016
 
0.30

Q1 Dividend
February 19, 2016
 
March 7, 2016
 
March 18, 2016
 
0.30

2015
 
 
 
 
 
 
 
Q3 Dividend
August 4, 2015
 
September 7, 2015
 
September 18, 2015
 
$
0.30

Q2 Dividend
May 5, 2015
 
June 8, 2015
 
June 19, 2015
 
0.30

Q1 Dividend
February 23, 2015
 
March 9, 2015
 
March 20, 2015
 
0.30




28



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Activity impacting shareholders' equity for the nine months ended September 30, 2016, was as follows:

 
Shareholders' Equity
Balance at December 31, 2015
$
423.9

Net earnings
7.4

Foreign currency translation adjustments
4.6

Cash dividends declared
(46.6
)
Stock-based compensation
12.0

Purchases of treasury stock
(8.8
)
Sale of stock for options exercised
22.8

Shares withheld from employees for the tax obligations paid on equity grants
(1.4
)
Pension benefit plan adjustments, net of tax
(14.4
)
Balance at September 30, 2016
$
399.5


Note 18. Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2016, were as follows:

 
Translation Adjustments
 
Pension Benefit Plan Adjustments
 
Total
Balance at December 31, 2015
$
(126.9
)
 
$
(25.6
)
 
$
(152.5
)
Other comprehensive income (loss) before reclassifications
4.6

 
(18.4
)
 
(13.8
)
Amounts reclassified from accumulated other comprehensive loss to net earnings

 
4.0

 
4.0

Net other comprehensive income (loss)
4.6

 
(14.4
)
 
(9.8
)
Balance at September 30, 2016
$
(122.3
)
 
$
(40.0
)
 
$
(162.3
)

The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2015, were as follows:

 
Translation Adjustments
 
Pension Benefit Plan Adjustments
 
Total
Balance at December 31, 2014
$
(88.7
)
 
$
(27.9
)
 
$
(116.6
)
Other comprehensive loss before reclassifications
(37.5
)
 

 
(37.5
)
Amounts reclassified from accumulated other comprehensive loss to net loss
7.7

 

 
7.7

Net other comprehensive loss
(29.8
)
 

 
(29.8
)
Balance at September 30, 2015
$
(118.5
)
 
$
(27.9
)
 
$
(146.4
)



29



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The details about the reclassifications from accumulated other comprehensive loss to net earnings (loss) for the three and nine months ended September 30, 2016 and 2015, were as follows:

Details about Accumulated Other
Comprehensive Loss Components
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Condensed Consolidated Statements of Operations Presentation
 
2016
 
2015
 
2016
 
2015
 
Revaluation loss on sale of equity method investment (see Note 7)
 
$

 
$
7.7

 
$

 
$
7.7

 
Restructuring, impairment and transaction-related charges
 
 
 
 
 
 
 
 
 
 
 
Settlement charge on pension benefit plans (see Note 14)
 
6.5

 

 
6.5

 

 
Restructuring, impairment and transaction-related charges
Income tax benefit
 
(2.5
)
 

 
(2.5
)
 

 
Income tax expense (benefit)
Settlement charge on pension benefit plans, net of tax
 
4.0

 

 
4.0

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
6.5

 
7.7

 
6.5

 
7.7

 
 
Impact of income taxes
 
(2.5
)
 

 
(2.5
)
 

 
 
Total reclassifications for the period, net of tax
 
$
4.0

 
$
7.7

 
$
4.0

 
$
7.7

 
 



30



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

Note 19. Segment Information

The Company operates primarily in the commercial print portion of the printing industry, with related product and service offerings designed to offer clients complete solutions for communicating their message to target audiences. The Company's operating and reportable segments are aligned with how the chief operating decision maker of the Company manages the business. The Company's reportable and operating segments and their product and service offerings are summarized below.

United States Print and Related Services

The United States Print and Related Services segment is predominantly comprised of the Company's United States printing operations and is managed as one integrated platform. This includes retail inserts, publications, catalogs, special interest publications, journals, direct mail, books, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement, together with the complementary service offerings, including marketing strategy, media planning and placement, data insights, segmentation and response analytics services, creative services, videography, photography, workflow solutions, digital imaging, facilities management services, digital publishing, interactive print solutions including image recognition and near field communication technology, mailing, distribution, logistics, and data optimization and hygiene services. This segment also includes the manufacture of ink.

International

The International segment consists of the Company's printing operations in Europe and Latin America, including operations in England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as strategic investments in printing operations in Brazil and India. This segment provides printed products and complementary service offerings consistent with the United States Print and Related Services segment. Unrestricted subsidiaries as defined in the Company's Senior Unsecured Notes indenture represent less than 2.0% of total consolidated assets as of September 30, 2016, and less than 2.0% of total consolidated net sales for the three and nine months ended September 30, 2016.

Corporate

Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance, as well as certain expenses and income from frozen employee retirement plans, such as pension benefit plans.



31



QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016
(In millions, except share and per share data and unless otherwise indicated)

The following is a summary of segment information for the three and nine months ended September 30, 2016 and 2015:

 
Net Sales
 
Operating Income (Loss)
 
Restructuring, Impairment and Transaction-