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Quad/Graphics, Inc. – ‘10-Q’ for 9/30/22 – ‘EX-31.2’

On:  Wednesday, 11/2/22, at 2:37pm ET   ·   For:  9/30/22   ·   Accession #:  1481792-22-28   ·   File #:  1-34806

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/02/22  Quad/Graphics, Inc.               10-Q        9/30/22   76:8.4M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.36M 
 2: EX-31.1     Certification of Chief Executive Officer            HTML     26K 
 3: EX-31.2     Certification of Chief Financial Officer            HTML     26K 
 4: EX-32       Written Statement of the CEO and CFO                HTML     22K 
10: R1          Cover Page                                          HTML     80K 
11: R2          Condensed Consolidated Statements of Operations     HTML    102K 
12: R3          Condensed Consolidated Statements of Comprehensive  HTML     62K 
                Income                                                           
13: R4          Condensed Consolidated Balance Sheets               HTML    144K 
14: R5          Condensed Consolidated Balance Sheets               HTML     24K 
                (Parenthetical)                                                  
15: R6          Condensed Consolidated Statements of Cash Flows     HTML    118K 
16: R7          Condensed Consolidated Statements of Shareholders'  HTML    114K 
                Equity and Noncontrolling Interests                              
17: R8          Basis of Presentation                               HTML     28K 
18: R9          Revenue Recognition                                 HTML     90K 
19: R10         Restructuring, Impairment and Transaction-Related   HTML     79K 
                Charges                                                          
20: R11         Receivables                                         HTML     29K 
21: R12         Inventories                                         HTML     29K 
22: R13         Commitments and Contingencies                       HTML     26K 
23: R14         Debt                                                HTML     28K 
24: R15         Income Taxes                                        HTML     27K 
25: R16         Financial Instruments and Fair Value Measurements   HTML     60K 
26: R17         Employee Retirement Plans                           HTML     46K 
27: R18         Earnings (Loss) Per Share                           HTML     46K 
28: R19         Equity Incentive Programs                           HTML     61K 
29: R20         Shareholders' Equity                                HTML     45K 
30: R21         Accumulated Other Comprehensive Loss                HTML     80K 
31: R22         Segment Information                                 HTML     97K 
32: R23         New Accounting Pronouncements                       HTML     34K 
33: R24         Basis of Presentation (Policies)                    HTML     32K 
34: R25         Revenue Recognition (Tables)                        HTML     86K 
35: R26         Restructuring, Impairment and Transaction-Related   HTML     75K 
                Charges (Tables)                                                 
36: R27         Receivables (Tables)                                HTML     27K 
37: R28         Inventories (Tables)                                HTML     30K 
38: R29         Employee Retirement Plans (Tables)                  HTML     38K 
39: R30         Earnings (Loss) Per Share (Tables)                  HTML     44K 
40: R31         Equity Incentive Programs (Tables)                  HTML     62K 
41: R32         Shareholders' Equity (Tables)                       HTML     43K 
42: R33         Accumulated Other Comprehensive Loss (Tables)       HTML     80K 
43: R34         Segment Information (Tables)                        HTML     91K 
44: R35         Revenue Recognition - Disaggregation of Revenue     HTML     67K 
                (Details)                                                        
45: R36         Revenue Recognition - Costs to Obtain Contracts     HTML     27K 
                (Details)                                                        
46: R37         Restructuring, Impairment and Transaction-Related   HTML     35K 
                Charges - Schedule of Restructuring, Impairment                  
                and Transaction-Related Charges (Details)                        
47: R38         Restructuring, Impairment and Transaction-Related   HTML     41K 
                Charges - Schedule of Other Restructuring (Income)               
                Charges (Details)                                                
48: R39         Restructuring, Impairment and Transaction-Related   HTML     39K 
                Charges - Narrative (Details)                                    
49: R40         Restructuring, Impairment and Transaction-Related   HTML     47K 
                Charges - Schedule of Restructuring Reserves                     
                (Details)                                                        
50: R41         Receivables - Narrative (Details)                   HTML     23K 
51: R42         Receivables - Rollforward (Details)                 HTML     30K 
52: R43         Inventories (Details)                               HTML     31K 
53: R44         Debt - Narrative (Details)                          HTML     31K 
54: R45         Income Taxes (Details)                              HTML     27K 
55: R46         Financial Instruments and Fair Value Measurements   HTML     42K 
                - Narrative (Details)                                            
56: R47         Financial Instruments and Fair Value Measurements   HTML     67K 
                - Interest Rate Swaps (Details)                                  
57: R48         Financial Instruments and Fair Value Measurements   HTML     27K 
                - Foreign Exchange Contracts (Details)                           
58: R49         Financial Instruments and Fair Value Measurements   HTML     24K 
                - Debt (Details)                                                 
59: R50         Employee Retirement Plans - Defined Contribution    HTML     23K 
                Plans (Details)                                                  
60: R51         Employee Retirement Plans - Pension Plans           HTML     49K 
                (Details)                                                        
61: R52         Employee Retirement Plans - Multiemployer Pension   HTML     32K 
                Plans (Details)                                                  
62: R53         Earnings (Loss) Per Share (Details)                 HTML     65K 
63: R54         Equity Incentive Programs - Equity Incentive        HTML     44K 
                Compensation Expense (Details)                                   
64: R55         Equity Incentive Programs - Schedule of Restricted  HTML     59K 
                Stock and Restricted Stock Unit Award Activity                   
                (Details)                                                        
65: R56         Equity Incentive Programs - Deferred Stock Unit     HTML     44K 
                Activity (Details)                                               
66: R57         Shareholders' Equity - Schedule of Stock by Class   HTML     40K 
                (Details)                                                        
67: R58         Shareholders' Equity - Narrative (Details)          HTML     51K 
68: R59         Accumulated Other Comprehensive Loss - By           HTML     53K 
                Component (Details)                                              
69: R60         Accumulated Other Comprehensive Loss -              HTML     63K 
                Reclassifications (Details)                                      
70: R61         Segment Information - Summary of Segment            HTML     59K 
                Information (Details)                                            
71: R62         Segment Information - Reconciliation of Operating   HTML     34K 
                Profit from Segment to Consolidated (Details)                    
74: XML         IDEA XML File -- Filing Summary                      XML    136K 
72: XML         XBRL Instance -- quad-20220930_htm                   XML   2.31M 
73: EXCEL       IDEA Workbook of Financial Reports                  XLSX    125K 
 6: EX-101.CAL  XBRL Calculations -- quad-20220930_cal               XML    171K 
 7: EX-101.DEF  XBRL Definitions -- quad-20220930_def                XML    554K 
 8: EX-101.LAB  XBRL Labels -- quad-20220930_lab                     XML   1.28M 
 9: EX-101.PRE  XBRL Presentations -- quad-20220930_pre              XML    780K 
 5: EX-101.SCH  XBRL Schema -- quad-20220930                         XSD    130K 
75: JSON        XBRL Instance as JSON Data -- MetaLinks              380±   556K 
76: ZIP         XBRL Zipped Folder -- 0001481792-22-000028-xbrl      Zip    447K 


‘EX-31.2’   —   Certification of Chief Financial Officer


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Exhibit 31.2

Certification of the Chief Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

I, Anthony C. Staniak, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Quad/Graphics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:November 2, 2022
/s/ Anthony C. Staniak
Anthony C. Staniak
Chief Financial Officer



Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/2/22None on these Dates
For Period end:9/30/22
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Filing Submission 0001481792-22-000028   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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