Separate Financial Information of Subsidiary Guarantors of Indebtedness

The Senior Unsecured Notes (see Note 13, "Debt," for further details on the Senior Unsecured Notes) are fully and unconditionally guaranteed, on a joint and several basis, by each of the Company's Guarantor Subsidiaries. The following condensed consolidating financial information reflects the summarized financial information of Quad/Graphics, the Guarantor Subsidiaries on a combined basis and the Company's non-guarantor subsidiaries on a combined basis.

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2014



	Quad/Graphics, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,952.8	$	2,718.3		$	625.0		$	(433.7	)	$	4,862.4

Cost of sales	1,505.3		2,277.3			543.0			(433.7		)	3,891.9
Selling, general and administrative expenses	191.2		197.7			36.6			—			425.5
Depreciation and amortization	129.1		171.9			35.4			—			336.4
Restructuring, impairment and transaction-related charges	9.5		35.3			22.5			—			67.3
Total operating expenses	1,835.1		2,682.2			637.5			(433.7		)	4,721.1
Operating income (loss)	$	117.7	$	36.1		$	(12.5	)	$	—		$	141.3
Interest expense (income)	85.8		(0.9		)	8.0			—			92.9
Loss on debt extinguishment	7.2		—			—			—			7.2
Earnings (loss) before income taxes and equity in earnings (loss) of consolidated and unconsolidated entities	24.7		37.0			(20.5		)	—			41.2
Income tax expense (benefit)	20.6		(5.1		)	4.7			—			20.2
Earnings (loss) before equity in earnings (loss) of consolidated and unconsolidated entities	4.1		42.1			(25.2		)	—			21.0
Equity in earnings (loss) of consolidated entities	14.5		(4.8		)	—			(9.7		)	—
Equity in earnings (loss) of unconsolidated entities	—		—			(2.7		)	—			(2.7		)
Net earnings (loss)	$	18.6	$	37.3		$	(27.9	)	$	(9.7	)	$	18.3
Net (earnings) loss attributable to noncontrolling interests	—		—			0.3			—			0.3
Net earnings (loss) attributable to Quad/Graphics common shareholders	$	18.6	$	37.3		$	(27.6	)	$	(9.7	)	$	18.6

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Year Ended December 31, 2014



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net earnings (loss)	$	18.6		$	37.3		$	(27.9	)	$	(9.7	)	$	18.3
Other comprehensive income (loss), net of tax	(111.0		)	(57.5		)	(47.4		)	104.9			(111.0		)
Total comprehensive income (loss)	(92.4		)	(20.2		)	(75.3		)	95.2			(92.7		)
Less: comprehensive (income) loss attributable to noncontrolling interest	—			—			0.3			—			0.3
Comprehensive income (loss) attributable to Quad/Graphics common shareholders	$	(92.4	)	$	(20.2	)	$	(75.0	)	$	95.2		$	(92.4	)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2013



	Quad/Graphics, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,923.8	$	2,813.7		$	457.6		$	(399.2	)	$	4,795.9

Cost of sales	1,467.8		2,342.3			391.0			(399.2		)	3,801.9
Selling, general and administrative expenses	176.2		205.5			34.3			—			416.0
Depreciation and amortization	136.5		175.1			28.9			—			340.5
Restructuring, impairment and transaction-related charges	12.0		67.4			15.9			—			95.3
Total operating expenses	1,792.5		2,790.3			470.1			(399.2		)	4,653.7
Operating income (loss)	$	131.3	$	23.4		$	(12.5	)	$	—		$	142.2
Interest expense (income)	79.2		(0.4		)	6.7			—			85.5
Earnings (loss) before income taxes and equity in earnings (loss) of consolidated and unconsolidated entities	52.1		23.8			(19.2		)	—			56.7
Income tax expense (benefit)	35.8		(14.0		)	1.5			—			23.3
Earnings (loss) before equity in earnings (loss) of consolidated and unconsolidated entities	16.3		37.8			(20.7		)	—			33.4
Equity in earnings (loss) of consolidated entities	16.2		(9.3		)	—			(6.9		)	—
Equity in earnings (loss) of unconsolidated entities	—		—			(2.5		)	—			(2.5		)
Net earnings (loss)	$	32.5	$	28.5		$	(23.2	)	$	(6.9	)	$	30.9
Net (earnings) loss attributable to noncontrolling interests	—		—			1.6			—			1.6
Net earnings (loss) attributable to Quad/Graphics common shareholders	$	32.5	$	28.5		$	(21.6	)	$	(6.9	)	$	32.5

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Year Ended December 31, 2013



	Quad/Graphics, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net earnings (loss)	$	32.5	$	28.5	$	(23.2	)	$	(6.9	)	$	30.9
Other comprehensive income (loss), net of tax	54.8		79.3		(21.2		)	(58.1		)	54.8
Total comprehensive income (loss)	87.3		107.8		(44.4		)	(65.0		)	85.7
Less: comprehensive (income) loss attributable to noncontrolling interest	—		—		1.6			—			1.6
Comprehensive income (loss) attributable to Quad/Graphics common shareholders	$	87.3	$	107.8	$	(42.8	)	$	(65.0	)	$	87.3

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2012



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,939.7		$	1,958.4		$	515.6		$	(319.7	)	$	4,094.0

Cost of sales	1,409.9			1,648.6			444.7			(319.7		)	3,183.5
Selling, general and administrative expenses	167.4			140.4			39.3			—			347.1
Depreciation and amortization	142.1			162.3			34.2			—			338.6
Restructuring, impairment and transaction-related charges	28.3			62.8			27.2			—			118.3
Total operating expenses	1,747.7			2,014.1			545.4			(319.7		)	3,987.5
Operating income (loss) from continuing operations	$	192.0		$	(55.7	)	$	(29.8	)	$	—		$	106.5
Interest expense (income)	74.4			1.1			8.5			—			84.0
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of consolidated and unconsolidated entities	117.6			(56.8		)	(38.3		)	—			22.5
Income tax expense (benefit)	44.7			(75.5		)	(0.7		)	—			(31.5		)
Earnings (loss) from continuing operations before equity in earnings (loss) of consolidated and unconsolidated entities	72.9			18.7			(37.6		)	—			54.0
Equity in earnings (loss) of consolidated entities	(19.5		)	(1.3		)	—			20.8			—
Equity in earnings (loss) of unconsolidated entities	—			—			2.3			—			2.3
Net earnings (loss) from continuing operations	$	53.4		$	17.4		$	(35.3	)	$	20.8		$	56.3
Discontinued operations, net of tax	34.0			—			(3.2		)	—			30.8
Net earnings (loss)	$	87.4		$	17.4		$	(38.5	)	$	20.8		$	87.1
Net (earnings) loss attributable to noncontrolling interests	—			—			0.3			—			0.3
Net earnings (loss) attributable to Quad/Graphics common shareholders	$	87.4		$	17.4		$	(38.2	)	$	20.8		$	87.4

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Year Ended December 31, 2012



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Net earnings (loss)	$	87.4		$	17.4		$	(38.5	)	$	20.8	$	87.1
Other comprehensive income (loss), net of tax	(22.6		)	(26.7		)	0.8			25.8		(22.7		)
Total comprehensive income (loss)	64.8			(9.3		)	(37.7		)	46.6		64.4
Less: comprehensive (income) loss attributable to noncontrolling interest	—			—			0.4			—		0.4
Comprehensive income (loss) attributable to Quad/Graphics common shareholders	$	64.8		$	(9.3	)	$	(37.3	)	$	46.6	$	64.8

Condensed Consolidating Balance Sheet

As of December 31, 2014



	Quad/Graphics, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	1.9	$	5.6	$	2.1	$	—		$	9.6
Receivables, less allowances for doubtful accounts	577.5		57.7		131.0		—			766.2
Intercompany receivables	—		826.3		3.9		(830.2		)	—
Inventories	111.9		119.7		56.2		—			287.8
Other current assets	56.8		49.9		12.0		—			118.7
Total current assets	748.1		1,059.2		205.2		(830.2		)	1,182.3

Property, plant and equipment—net	959.5		635.7		260.3		—			1,855.5
Investment in consolidated entities	1,940.0		137.8		—		(2,077.8		)	—
Goodwill and intangible assets—net	0.6		888.0		36.0		—			924.6
Intercompany loan receivable	418.5		0.1		—		(418.6		)	—
Other long-term assets	48.1		6.1		60.6		—			114.8

Total assets	$	4,114.8	$	2,726.9	$	562.1	$	(3,326.6	)	$	4,077.2

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	251.1	$	79.5	$	76.3	$	—		$	406.9
Intercompany accounts payable	830.2		—		—		(830.2		)	—
Current portion of long-term debt and capital lease obligations	90.7		3.6		1.9		—			96.2
Other current liabilities	205.1		102.9		51.5		—			359.5
Total current liabilities	1,377.1		186.0		129.7		(830.2		)	862.6

Long-term debt and capital lease obligations	1,318.4		9.4		1.6		—			1,329.4
Intercompany loan payable	—		336.2		82.4		(418.6		)	—
Other long-term liabilities	266.7		455.4		10.6		—			732.7
Total liabilities	2,962.2		987.0		224.3		(1,248.8		)	2,924.7

Total common stock and other equity and noncontrolling interests	1,152.6		1,739.9		337.8		(2,077.8		)	1,152.5

Total liabilities and shareholders' equity	$	4,114.8	$	2,726.9	$	562.1	$	(3,326.6	)	$	4,077.2

Condensed Consolidating Balance Sheet

As of December 31, 2013



	Quad/Graphics, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	4.8	$	3.5	$	4.8	$	—		$	13.1
Receivables, less allowances for doubtful accounts	487.6		86.1		125.2		—			698.9
Intercompany receivables	—		688.5		—		(688.5		)	—
Inventories	94.2		121.4		56.9		—			272.5
Other current assets	54.8		22.9		12.1		—			89.8
Total current assets	641.4		922.4		199.0		(688.5		)	1,074.3

Property, plant and equipment—net	1,032.2		667.7		225.6		—			1,925.5
Investment in consolidated entities	1,849.8		4.3		—		(1,854.1		)	—
Goodwill and intangible assets—net	0.5		954.9		39.5		—			994.9
Intercompany loan receivable	421.6		2.0		—		(423.6		)	—
Other long-term assets	37.9		57.1		76.0		—			171.0

Total assets	$	3,983.4	$	2,608.4	$	540.1	$	(2,966.2	)	$	4,165.7

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	213.0	$	97.3	$	90.7	$	—		$	401.0
Intercompany accounts payable	678.8		—		9.7		(688.5		)	—
Current portion of long-term debt and capital lease obligations	116.0		6.1		12.5		—			134.6
Other current liabilities	199.0		114.1		40.1		—			353.2
Total current liabilities	1,206.8		217.5		153.0		(688.5		)	888.8

Long-term debt and capital lease obligations	1,213.0		5.9		53.3		—			1,272.2
Intercompany loan payable	—		336.2		87.4		(423.6		)	—
Other long-term liabilities	276.0		436.3		4.8		—			717.1
Total liabilities	2,695.8		995.9		298.5		(1,112.1		)	2,878.1

Total common stock and other equity and noncontrolling interests	1,287.6		1,612.5		241.6		(1,854.1		)	1,287.6

Total liabilities and shareholders' equity	$	3,983.4	$	2,608.4	$	540.1	$	(2,966.2	)	$	4,165.7

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2014



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
OPERATING ACTIVITIES
Net cash from operating activities	$	100.8		$	176.0		$	16.4		$	—		$	293.2

INVESTING ACTIVITIES
Purchases of property, plant and equipment	(48.7		)	(68.2		)	(22.3		)	—			(139.2		)
Acquisition related investing activities—net of cash acquired	(7.0		)	(9.1		)	(96.4		)	—			(112.5		)
Intercompany investing activities	(189.0		)	(236.0		)	—			425.0			—
Other investing activities	(0.4		)	26.9			1.0			—			27.5
Net cash from investing activities	(245.1		)	(286.4		)	(117.7		)	425.0			(224.2		)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	1,047.0			—			—			—			1,047.0
Payments of long-term debt and capital lease obligations	(802.1		)	(7.6		)	(58.1		)	—			(867.8		)
Borrowings on revolving credit facilities	1,285.2			—			124.7			—			1,409.9
Payments on revolving credit facilities	(1,451.1		)	—			(126.5		)	—			(1,577.6		)
Payment of dividends	(61.2		)	—			—			—			(61.2		)
Intercompany financing activities	137.6			128.2			159.2			(425.0		)	—
Other financing activities	(14.0		)	(8.0		)	—			—			(22.0		)
Net cash from financing activities	141.4			112.6			99.3			(425.0		)	(71.7		)

Effect of exchange rates on cash and cash equivalents	—			(0.1		)	(0.7		)	—			(0.8		)
Net increase (decrease) in cash and cash equivalents	(2.9		)	2.1			(2.7		)	—			(3.5		)
Cash and cash equivalents at beginning of year	4.8			3.5			4.8			—			13.1
Cash and cash equivalents at end of year	$	1.9		$	5.6		$	2.1		$	—		$	9.6

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2013



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
OPERATING ACTIVITIES
Net cash from operating activities	$	106.6		$	301.2		$	33.3		$	—		$	441.1

INVESTING ACTIVITIES
Purchases of property, plant and equipment	(55.4		)	(81.0		)	(13.1		)	—			(149.5		)
Acquisition related investing activities—net of cash acquired	(41.6		)	(250.3		)	—			—			(291.9		)
Intercompany investing activities	(287.2		)	(212.9		)	—			500.1			—
Other investing activities	6.2			4.6			—			—			10.8
Net cash from investing activities	(378.0		)	(539.6		)	(13.1		)	500.1			(430.6		)

FINANCING ACTIVITIES
Payments of long-term debt and capital lease obligations	(95.3		)	(8.9		)	(8.3		)	—			(112.5		)
Borrowings on revolving credit facilities	1,504.9			—			123.9			—			1,628.8
Payments on revolving credit facilities	(1,345.1		)	—			(129.9		)	—			(1,475.0		)
Payment of dividends	(56.4		)	—			—			—			(56.4		)
Intercompany financing activities	255.6			252.8			(8.3		)	(500.1		)	—
Other financing activities	9.4			(4.5		)	—			—			4.9
Net cash from financing activities	273.1			239.4			(22.6		)	(500.1		)	(10.2		)

Effect of exchange rates on cash and cash equivalents	—			—			(4.1		)	—			(4.1		)
Net increase (decrease) in cash and cash equivalents	1.7			1.0			(6.5		)	—			(3.8		)
Cash and cash equivalents at beginning of year	3.1			2.5			11.3			—			16.9
Cash and cash equivalents at end of year	$	4.8		$	3.5		$	4.8		$	—		$	13.1

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012



	Quad/Graphics, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
OPERATING ACTIVITIES
Net cash from operating activities	$	328.4		$	(0.6	)	$	26.4		$	—		$	354.2

INVESTING ACTIVITIES
Purchases of property, plant and equipment	(42.1		)	(37.9		)	(23.5		)	—			(103.5		)
Acquisition related investing activities—net of cash acquired	45.1			(32.5		)	—			—			12.6
Intercompany investing activities	(409.3		)	40.0			153.6			215.7			—
Other investing activities	23.5			15.4			(18.1		)	—			20.8
Net cash from investing activities	(382.8		)	(15.0		)	112.0			215.7			(70.1		)

FINANCING ACTIVITIES
Payments of long-term debt and capital lease obligations	(81.0		)	(9.6		)	(5.0		)	—			(95.6		)
Borrowings on revolving credit facilities	141.7			—			128.6			—			270.3
Payments on revolving credit facilities	(176.7		)	—			(119.0		)	—			(295.7		)
Payment of dividends	(151.8		)	—			—			—			(151.8		)
Intercompany financing activities	313.2			32.5			(130.0		)	(215.7		)	—
Other financing activities	2.1			(14.9		)	—			—			(12.8		)
Net cash from financing activities	47.5			8.0			(125.4		)	(215.7		)	(285.6		)

Effect of exchange rates on cash and cash equivalents	—			—			(7.2		)	—			(7.2		)
Net increase (decrease) in cash and cash equivalents	(6.9		)	(7.6		)	5.8			—			(8.7		)
Cash and cash equivalents at beginning of year	10.0			10.1			5.5			—			25.6
Cash and cash equivalents at end of year	$	3.1		$	2.5		$	11.3		$	—		$	16.9