Quad/Graphics, Inc.QUAD
Quad/Graphics, Inc. Goodwill & Intangibles Disclosure
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.
The Company completed its annual impairment test as of October 31, 2025, and identified no indicators of impairment in any of the Company's reporting units during the year ended December 31, 2025. Fair value was determined using an equal weighting of both the income and market approaches. Under the income approach, the Company determined fair value based on estimated future cash flows discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn. Under the market approach, the Company derived the fair value of the reporting units based on market multiples of comparable publicly-traded companies. This fair value determination was categorized as Level 3 in the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 3 inputs).
No goodwill impairment charges were recorded during the years ended December 31, 2025 or 2024. The accumulated goodwill impairment losses and the carrying value of goodwill at December 31, 2025 and 2024, were as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| United States Print and Related Services | International | Total | United States Print and Related Services | International | Total | ||||||||||||||||||||||||||||||
| Goodwill | $ | 885.9 | $ | 30.0 | $ | 915.9 | $ | 878.6 | $ | 30.0 | $ | 908.6 | |||||||||||||||||||||||
| Accumulated goodwill impairment loss | (778.3) | (30.0) | (808.3) | (778.3) | (30.0) | (808.3) | |||||||||||||||||||||||||||||
| Goodwill, net of accumulated goodwill impairment loss | $ | 107.6 | $ | — | $ | 107.6 | $ | 100.3 | $ | — | $ | 100.3 | |||||||||||||||||||||||
Activity impacting goodwill for the years ended December 31, 2025 and 2024, was as follows:
| United States Print and Related Services | International | Total | |||||||||||||||
| Balance at January 1, 2024 | $ | 103.0 | $ | — | $ | 103.0 | |||||||||||
| DART acquisition adjustments | (2.7) | — | (2.7) | ||||||||||||||
| Balance at December 31, 2024 | $ | 100.3 | $ | — | $ | 100.3 | |||||||||||
| Enru co-mail assets acquisition | 7.3 | — | 7.3 | ||||||||||||||
| Balance at December 31, 2025 | $ | 107.6 | $ | — | $ | 107.6 | |||||||||||
In April 2025, the Company acquired the co-mailing assets of Enru, a third party co-mail and logistics solutions provider. The acquisition complements and strengthens the Company’s existing co-mail platform. As of December 31, 2025, the final purchase price included $7.3 million of goodwill.
In December 2023, the Company completed the acquisition of DART Innovation, an in-store digital media solutions provider. The acquisition expanded and integrated into the Company’s suite of products and services, enabling brands and marketers to more effectively reach consumers. During 2024, the final valuation of the net assets acquired in the acquisition was finalized and a $2.7 million reduction to goodwill was recorded. The final purchase price included $13.9 million of goodwill.
Other Intangible Assets
The components of other intangible assets at December 31, 2025 and 2024, were as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Trademarks, patents, licenses and agreements | 7 | $ | 50.5 | $ | (50.0) | $ | 0.5 | $ | 50.1 | $ | (47.6) | $ | 2.5 | ||||||||||||||||||||||||||||
| Capitalized software | 5 | 22.8 | (19.9) | 2.9 | 22.7 | (18.9) | 3.8 | ||||||||||||||||||||||||||||||||||
| Acquired technology | 5 | 6.0 | (4.5) | 1.5 | 4.6 | (3.7) | 0.9 | ||||||||||||||||||||||||||||||||||
| Customer relationships | 6 | 556.4 | (547.6) | 8.8 | 545.1 | (545.1) | — | ||||||||||||||||||||||||||||||||||
| Total finite-lived intangible assets | $ | 635.7 | $ | (622.0) | $ | 13.7 | $ | 622.5 | $ | (615.3) | $ | 7.2 | |||||||||||||||||||||||||||||
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 finite-lived intangible assets for the years ended December 31, 2025 and 2024.
Amortization expense for other intangible assets was $5.2 million and $17.5 million for the years ended December 31, 2025 and 2024, respectively. The following table outlines the estimated future amortization expense related to other intangible assets as of December 31, 2025:
| Amortization Expense | |||||
| 2026 | $ | 3.7 | |||
| 2027 | 3.0 | ||||
| 2028 | 2.7 | ||||
| 2029 | 2.2 | ||||
| 2030 and Thereafter | 2.1 | ||||
| Total | $ | 13.7 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 23, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.