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TABLE OF CONTENTS
FINANCIAL STATEMENTS OF QUAD/GRAPHICS
ANNEX A TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on May 21, 2010

Registration No. 333-165259

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Amendment No. 3
to
FORM S-4

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of incorporation
or organization)
  2750
(Primary Standard Industrial
Classification Code Number)
  39-1152983
(I.R.S. Employer
Identification No.)

N63 W23075 Highway 74
Sussex, Wisconsin 53089-2827
(414) 566-6000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



J. Joel Quadracci
Chairman, President and Chief Executive Officer
Quad/Graphics, Inc.
N63 W23075 Highway 74
Sussex, Wisconsin 53089-2827
(414) 566-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Jay O. Rothman
Russell E. Ryba

Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400

 

Joseph B. Frumkin
Melissa Sawyer

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004-2498
(212) 558-4000

and

Andrew R. Schiesl
Vice President and General Counsel
Quad/Graphics, Inc.
N63 W23075 Highway 74
Sussex, Wisconsin 53089-2827
(414) 566-2017

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in this registration statement.



          If the securities being registered on this Form are offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          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 o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 
   
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o



          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


Table of Contents

The information in this proxy circular/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy circular/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY CIRCULAR/PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 21, 2010

PROSPECTUS    

GRAPHIC

 

GRAPHIC

 

 

PROXY CIRCULAR
    , 2010

Dear World Color Press Inc. Shareholders:

          On behalf of the board of directors and the management team of World Color Press Inc. (sometimes referred to as World Color Press), we are pleased to enclose the proxy circular/prospectus relating to the arrangement of World Color Press pursuant to which Quad/Graphics, Inc. (sometimes referred to as Quad/Graphics) will acquire World Color Press. Upon completion of the arrangement, World Color Press will be a wholly-owned subsidiary of Quad/Graphics. We believe this transaction will create a strong combined company that will deliver important benefits to our shareholders and to our customers.

          In connection with the transaction, World Color Press shareholders are cordially invited to attend a special meeting of the shareholders of World Color Press to be held on June 25, 2010 at 1:00 p.m., local time, at the Toronto Airport Marriott, 901 Dixon Road, in Toronto, Ontario, Canada.

          At the special meeting of the shareholders of World Color Press, holders of World Color Press common shares and class A convertible preferred shares, voting together as a single class, will be asked to approve a special resolution pursuant to which, among other things, the arrangement, the plan of arrangement and the arrangement agreement with Quad/Graphics are approved.

          The World Color Press board of directors has reviewed and considered the terms of the arrangement and the arrangement agreement and has unanimously determined that the arrangement agreement and the transactions contemplated by the arrangement agreement, including the arrangement, are fair to the holders of World Color Press common shares and in the best interests of World Color Press and unanimously recommends that World Color Press shareholders vote FOR the arrangement resolution and thereby approve the arrangement.

          If the arrangement is completed, each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of class A common stock, par value $0.025 per share, of Quad/Graphics equal to a Share Exchange Ratio, as determined at closing. Upon completion of the transaction, Quad/Graphics' shareholders immediately prior to the closing of the arrangement will own approximately 60% of Quad/Graphics' outstanding stock and former World Color Press shareholders will own approximately 40% of Quad/Graphics' outstanding stock. Quad/Graphics class A common stock is not currently listed on a national securities exchange. In connection with the consummation of the transaction, Quad/Graphics class A common stock is expected to be listed on either the New York Stock Exchange LLC (sometimes referred to as the NYSE) or The Nasdaq Stock Market LLC (sometimes referred to as NASDAQ) under the symbol "QGI" or "QGIX". The shares of Quad/Graphics class A common stock have one vote per share. The shares of Quad/Graphics class B common stock and class C common stock have 10 votes per share.

          World Color Press common shares are listed on the Toronto Stock Exchange under the symbols "WC" (trading in Canadian dollars) and "WC.U" (trading in U.S. dollars), respectively. On May 20, 2010, the closing price of World Color Press common shares was CAD$13.00 and $11.75, respectively, on the Toronto Stock Exchange.

          Each outstanding World Color Press common share will also be entitled to a cash payment equal to (i) the amount, if any, by which $93,333,333 exceeds the aggregate amount of cash paid or obligated to be paid to holders of World Color Press class A convertible preferred shares in connection with the redemption of all such shares, to holders of World Color Press warrants in connection with the cancellation of all of such warrants and to holders of World Color Press deferred share units and restricted share units and the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement, divided by (ii) the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement.

          Because of variable elements that will not be known until immediately prior to the completion of the arrangement, at the time of the vote on the arrangement resolution, World Color Press common shareholders will not know the number of shares of Quad/Graphics class A stock, or the amount of cash consideration (if any), that they will receive in the arrangement.

          We urge you to read the accompanying proxy circular/prospectus, which includes important information about the arrangement and the special meeting of World Color Press shareholders. In particular, see "Risk Factors" beginning on page 29 of the accompanying proxy circular/prospectus which contains a description of the risks that you should consider in evaluating the transaction.

          It is expected that the conversion of the World Color Press common shares into Quad/Graphics class A common stock will be a fully taxable transaction for both United States federal income tax purposes and Canadian Federal income tax purposes. For a discussion of the income tax consequences of the arrangement, see "Material United States Federal Income Tax Considerations" beginning on page 133 and "Material Canadian Federal Income Tax Considerations" beginning on page 139 of the accompanying proxy circular/prospectus.

          Your vote is very important.    Whether or not you expect to attend the special meeting of World Color Press, the details of which are described in the accompanying proxy circular/prospectus, please vote immediately by submitting your proxy by telephone or the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope.

          If World Color Press shareholders have any questions or require assistance in voting their shares, they should call Laurel Hill Advisory Group, World Color Press' proxy solicitor for the special meeting, toll free at 1-877-304-0211.

  Sincerely,

 

Mark A. Angelson
Chairman of the Board and Chief Executive Officer

          Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction described in the proxy circular/prospectus or the securities to be issued pursuant to the transaction described in the proxy circular/prospectus or determined if the proxy circular/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.



The accompanying proxy circular/prospectus is dated                  , 2010 and is
first being mailed to shareholders on or about                  , 2010.


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LOGO


World Color Press Inc.
999 de Maisonneuve Boulevard West
Suite 1100
Montreal, Québec
Canada H3A 3L4

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 25, 2010

To the shareholders of World Color Press:

        A special meeting of the holders of common shares and class A convertible preferred shares of World Color Press will be held at the Toronto Airport Marriott, 901 Dixon Road, in Toronto, Ontario, Canada, at 1:00 p.m., local time, on June 25, 2010, for the following purposes:

            1.     To consider, pursuant to an interim order of the Superior Court of Québec, District of Montréal, dated May 17, 2010, as the same may be amended (sometimes referred to as the Interim Order) and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is attached to the accompanying proxy circular/prospectus in Annex A (sometimes referred to as the arrangement resolution), to approve an arrangement under Section 192 of the Canada Business Corporations Act involving, among other things, the acquisition by Quad/Graphics of all of the issued and outstanding common shares of World Color Press and the redemption of all of the issued and outstanding class A convertible preferred shares of World Color Press; and

            2.     To transact such other business as may properly come before the special meeting or any adjournment(s) or postponement(s) of the special meeting.

        The arrangement is described in the accompanying proxy circular/prospectus, which serves as (i) World Color Press' management proxy circular in connection with management's solicitation of proxies, and (ii) a prospectus of Quad/Graphics relating to its issuance of class A common stock in connection with the arrangement.

        The board of directors of World Color Press unanimously recommends that you vote FOR the resolution to approve the arrangement. Shareholders of record as of 5:00 p.m. (Eastern Time) on May 17, 2010, the record date for the special meeting, will be entitled to vote at the meeting and at any adjournment or postponement thereof.

        All registered shareholders, whether or not they expect to be present at the meeting, are requested to sign, date, and mail the accompanying proxy in the envelope provided for this purpose or by following the procedures for either telephone or Internet voting provided in the accompanying proxy circular/prospectus. Proxies must be received by our transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or by fax to World Color Press Inc., c/o Computershare Investor Services Inc. at (416) 263-9524 or 1-866-249-7775), before 5:00 p.m. (Eastern Time), on June 22, 2010 (or the date that is two days, excluding Saturdays, Sundays and holidays, prior to the date set for any adjournment or postponement of the original meeting).

        If you are a non-registered, beneficial shareholder, you must follow the instructions provided by your broker, investment dealer, bank, trust company or other intermediary to ensure that your vote is counted at the special meeting.


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        In accordance with the Interim Order, registered holders of common shares of World Color Press have a right to dissent from the arrangement and to be paid an amount equal to the fair value of their shares. This right is described in the accompanying proxy circular/prospectus. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent. See "The Special Meeting of World Color Press Shareholders—Dissent Rights" in the accompanying proxy circular/prospectus.

        If you have any questions or require more information regarding the procedures for voting or completing your proxy or transmittal documentation, please contact Laurel Hill Advisory Group, our proxy solicitation agent, toll-free at 1-877-304-0211.

  By Order of the Board of Directors

 

JOHN V. HOWARD
Executive Vice President

Montreal, Québec, Canada
                    , 2010

   

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        In this proxy circular/prospectus, references to "$" refer to United States dollars, unless otherwise noted.


REFERENCES TO ADDITIONAL INFORMATION

        Quad/Graphics has filed a registration statement on Form S-4 to register with the United States Securities and Exchange Commission (sometimes referred to as the SEC) the Quad/Graphics class A common stock, par value $0.025 per share (sometimes referred to as class A stock), to be issued to World Color Press shareholders upon completion of the arrangement. This proxy circular/prospectus is a part of that registration statement and constitutes a prospectus of Quad/Graphics in addition to being a proxy circular of World Color Press for World Color Press' special meeting. As allowed by SEC rules, this proxy circular/prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement.

        This proxy circular/prospectus incorporates important business and financial information about Quad/Graphics and World Color Press from other documents that are not included in or delivered with this proxy circular/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of this proxy circular/prospectus, as well as the documents incorporated by reference into this proxy circular/prospectus through the SEC website at www.sec.gov, through the website for the System for Electronic Document, Analysis and Retrieval (sometimes referred to as SEDAR) of the Canadian Securities Administrators at www.sedar.com for World Color Press' documents, or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Quad/Graphics, Inc.
Attention: Andrew R. Schiesl
N63 W23075 Highway 74
Sussex, Wisconsin 53089-2827
(414) 566-2017
  World Color Press Inc.
Attention: Corporate Secretary
999 de Maisonneuve Blvd. West, Suite 1100
Montreal, Quebec
Canada H3A 3L4
(514) 380-1957

        If you would like to request documents, please do so by June 18, 2010, in order to receive them before the World Color Press special meeting.

        See "Where You Can Find More Information" beginning on page 289 of this proxy circular/prospectus.


SUBMITTING PROXIES BY MAIL, TELEPHONE OR INTERNET

        World Color Press shareholders of record may submit their proxies:

    by telephone, by calling the toll-free number 1-866-732-VOTE (8683) in the United States or Canada on a touch-tone phone and following the recorded instructions;

    by accessing the Internet website at www.investorvote.com and following the instructions on the website; or

    by mail, by indicating their voting preference on the proposals on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied that proxy card.

        Shareholders of World Color Press whose shares are held in "street name" must provide their brokers with instructions on how to vote their shares; otherwise, their brokers will not vote their shares on any resolution before the special meeting. Shareholders should check the voting form provided by their brokers for instructions on how to vote their shares.



        This proxy circular/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.


TABLE OF CONTENTS

 
  Page  

SUMMARY

    1  

SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

    14  
 

Quad/Graphics Selected Historical Financial Information

    15  
 

World Color Press Selected Historical Financial Information

    16  
 

Selected Unaudited Pro Forma Condensed Combined Financial Information

    18  
 

Historical and Unaudited Pro Forma Combined Per Share Information

    20  
 

Comparative Value of Securities

    22  

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

    23  

RISK FACTORS

    29  
 

Risks Relating to the Arrangement

    29  
 

Risks Relating to the Business of the Combined Company

    37  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    47  

QUAD/GRAPHICS BUSINESS

    48  
 

Overview

    48  
 

World Color Press Acquisition

    49  
 

Industry

    49  
 

Competitive Advantages

    51  
 

Strategy

    54  
 

Segment Description

    55  
 

Competition

    56  
 

Customers

    56  
 

Patents, Trademarks and Trade Names

    57  
 

Raw Materials

    57  
 

Environmental Stewardship

    57  
 

Employees

    58  
 

Business Acquisitions

    58  
 

Legal Proceedings

    58  
 

Properties

    58  

WORLD COLOR PRESS BUSINESS

    60  
 

Bankruptcy Proceeding

    60  
 

Business Segments and Print Services

    61  
 

Manufacturing and Technology

    61  
 

Sales and Marketing

    62  

THE SPECIAL MEETING OF WORLD COLOR PRESS SHAREHOLDERS

    63  
 

Date, Time and Place of World Color Press Special Meeting

    63  
 

Matters to be Considered

    63  
 

Recommendation of the World Color Press Board of Directors

    63  
 

Record Date and Entitlement to Vote

    63  
 

Registered Holders of World Color Press Shares

    64  
 

Non-Registered Shareholders

    64  
 

Quorum

    64  
 

Required Vote

    65  
 

Voting Shares and Principal Holders of Voting Shares

    65  
 

Proxies

    66  
 

Voting of Proxies

    66  
 

Revocation of Proxies

    67  
 

Solicitation of Proxies

    67  
 

Dissent Rights

    68  

i


 
  Page  

THE ARRANGEMENT

    71  
 

World Color Press Arrangement Proposal

    71  
 

Background of the Arrangement

    71  
 

World Color Press' Reasons for the Arrangement; Recommendation of the Board of Directors

    76  
 

Opinion of World Color Press' Financial Advisor

    79  
 

Quad/Graphics' Reasons for the Arrangement

    92  
 

Estimated Potential Synergies Attributable to the Arrangement

    94  
 

Projected Financial Information

    95  
 

Interests of World Color Press' Directors and Executive Officers in the Arrangement

    98  
 

Accounting Treatment

    101  
 

Court Approval of the Arrangement and Completion of the Arrangement

    101  
 

Regulatory Approvals

    102  
 

World Color Press Senior Notes Indenture

    103  
 

Dissent Rights

    104  
 

Canadian Securities Law Considerations

    104  
 

Stock Exchange Listing; Delisting and Deregistration of World Color Press' Common Shares

    104  
 

Business Relationships between Quad/Graphics and World Color Press

    104  

THE ARRANGEMENT AGREEMENT

    105  
 

General

    105  
 

Closing Matters

    105  
 

Consideration to be Received Pursuant to Arrangement

    106  
 

Amended and Restated Quad/Graphics' Articles of Incorporation and Bylaws

    115  
 

Exchange of Certificates Pursuant to Arrangement

    115  
 

Lost Certificates

    116  
 

Cancellation of Rights after Three Years

    116  
 

Delivery Requirements

    116  
 

Delivery of the Quad/Graphics Class A Stock

    116  
 

World Color Press Preferred Share Redemption and Warrant Cancellation

    117  
 

Covenants

    117  
 

Representations and Warranties

    124  
 

Conditions

    127  
 

Termination of Arrangement Agreement

    128  
 

Amendments, Extensions and Waivers

    132  

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

    133  
 

U.S. Federal Income Tax Consequences of the Arrangement

    134  
 

U.S. Federal Income Tax Considerations Relevant to Ownership of Quad/Graphics Class A Stock by Non-U.S. Holders

    135  

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    139  
 

Currency Conversion

    140  
 

Taxation of Canadian Resident Shareholders

    140  
 

Taxation of Non-Canadian Shareholders

    146  
 

Eligibility for Investment

    151  

VOTING AND SUPPORT AGREEMENT

    152  

DIRECTORS AND EXECUTIVE OFFICERS OF QUAD/GRAPHICS AFTER THE ARRANGEMENT

    154  
 

Board of Directors of Quad/Graphics

    154  
 

Committees of the Board of Directors of Quad/Graphics

    157  
 

Corporate Governance

    160  
 

Compensation of Directors

    162  
 

Indebtedness of Directors and Executive Officers

    164  

ii


 
  Page  
 

Executive Officers of Quad/Graphics

    164  
 

Compensation of Executive Officers

    166  
 

Certain Relationships and Related Party Transactions

    195  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    198  

QUAD/GRAPHICS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    226  
 

Overview

    227  
 

Results of Operations for the Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

    229  
 

Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

    235  
 

Results of Operations for the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

    242  
 

Liquidity and Capital Resources

    248  
 

Critical Accounting Policies and Estimates

    254  
 

New Accounting Pronouncements

    256  

QUAD/GRAPHICS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    258  
 

Interest Rate Risk

    258  
 

Foreign Currency Risk and Translation Exposure

    258  
 

Credit Risk

    258  
 

Commodity Risk

    259  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF QUAD/GRAPHICS

    260  
 

Quad/Graphics Voting Trust

    262  

DESCRIPTION OF QUAD/GRAPHICS CAPITAL STOCK

    264  
 

Authorized Capital Stock

    264  
 

Comparison of Quad/Graphics' Class A Stock, Class B Stock and Class C Stock

    264  
 

Preferred Stock

    267  
 

Provisions of Wisconsin Law and Quad/Graphics' Amended and Restated Articles of Incorporation and Amended Bylaws with Possible Anti-Takeover Effects

    268  
 

Preemptive Rights

    270  
 

Transfer Agent and Registrar

    270  
 

Listing

    270  
 

Prior Sales

    270  

COMPARISON OF THE RIGHTS OF QUAD/GRAPHICS AND WORLD COLOR PRESS COMMON SHAREHOLDERS

    271  

EXPERTS

    288  
 

Quad/Graphics

    288  
 

World Color Press

    288  

LEGAL MATTERS

    288  

WHERE YOU CAN FIND MORE INFORMATION

    289  

FINANCIAL STATEMENTS OF QUAD/GRAPHICS

    FS-1  

ANNEX A—Arrangement Agreement, Arrangement Resolution and Plan of Arrangement

   
A-1
 

ANNEX B—Opinion of Morgan Stanley & Co. Incorporated

    B-1  

ANNEX C—Form of Amended and Restated Articles of Incorporation of Quad/Graphics

    C-1  

ANNEX D—Form of Amended Bylaws of Quad/Graphics

    D-1  

ANNEX E—Charters of the Audit, Finance and Compensation Committees of the Board of Directors of Quad/Graphics

    E-1  

ANNEX F—Section 190 of the Canada Business Corporation Act

    F-1  

ANNEX G—Court Documents

    G-1  

ANNEX H—Subsidiaries of Quad/Graphics, Inc.

    H-1  

iii


Table of Contents


SUMMARY

        This summary highlights selected information from this proxy circular/prospectus and may not contain all of the information that is important to you. To understand the arrangement fully and for a more complete description of the legal terms of the arrangement agreement, you should carefully read this entire proxy circular/prospectus and the documents to which we refer you. See "Where You Can Find More Information" beginning on page 289. A copy of the arrangement agreement, the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus and are incorporated by reference into this proxy circular/prospectus. We have included references to other portions of this proxy circular/prospectus to direct you to a more complete description of the topics presented in this summary, which you should review carefully in their entirety.


The Companies

Quad/Graphics, Inc.
N63 W23075 Highway 74
Sussex, Wisconsin 53089-2827
(414) 566-6000

        Quad/Graphics is a leading global provider of print and related services that are designed to provide customers complete solutions for communicating their message to target audiences. Quad/Graphics' print products primarily include catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. Quad/Graphics' print-related services include digital photography (with nine studios nationwide), digital imaging, binding, mailing and distribution, and data optimization and analytics services. Founded in Pewaukee, Wisconsin as a Wisconsin Corporation in 1971 by Harry V. Quadracci, Quad/Graphics has approximately 11,600 employees in the United States, South America and Europe, serving a diverse base of approximately 3,000 customers from 15 printing plants (including a joint venture plant in Brazil) and 14 full-service imaging service centers (five of which are located within printing plants).

        Quad/Graphics has contractual relationships with leading magazine publishers, including Condé Nast, Hearst Magazines, Meredith Corporation, The National Geographic Society, Rodale, Inc. and Time Inc., and prints well-known magazines such as Allure, Architectural Digest, GQ, InStyle, The Journal of the National Geographic Society, Lucky, Men's Fitness, People, Runner's World, Self, Sports Illustrated, Time, Traditional Home, Veranda and Vogue. Quad/Graphics prints retail newspaper inserts for J.C. Penney Company, Inc., Kohl's Corporation, Shopko Stores Operating Co., LLC, Target Corporation, and The Bon-Ton Stores, Inc.; and catalogs for industry leading marketers such as Cabela's Incorporated, Coldwater Creek Inc., J. Crew Group, Inc., L.L. Bean, The Orvis Company, Redcats USA, and Williams-Sonoma. Inc.

        Quad/Graphics seeks to benefit its clients in two main ways—minimize their cost of print production and maximize the revenue derived from their print spending. In order to minimize a customer's cost of production, Quad/Graphics continually strives to increase its own productivity and reduce its customers' mailing and distribution costs through the integration of data analytics, finishing technology and logistics operations. Quad/Graphics also works to help its customers increase their revenue by (1) decreasing manufacturing cycle time, which allows customers additional time to sell more advertising in their published products, and (2) utilizing its integrated data analytics, finishing technology and logistics operations to create targeted and personalized printed materials, which increase consumer response rates and maximize a customer's return on print spending.

        Over the last 15 years, Quad/Graphics has made substantial investments to create what Quad/Graphics believes is an efficient and modern manufacturing platform. Quad/Graphics also has made substantial investments in research and development and other technological innovations. These investments have led to the development of various manufacturing process improvements, including

1


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innovative press and finishing control systems and material-handling equipment for use in Quad/Graphics' own operations as well as for sale to other printers worldwide. Quad/Graphics believes that this continual investment and innovation and its modern manufacturing platform, together with its focus on customer service and its distribution capabilities, have resulted in Quad/Graphics being one of the most profitable commercial printing companies in the industry, as measured by EBITDA (net earnings attributable to common shareholders plus interest expense, income tax expense, depreciation and amortization) as a percentage of net sales. See "Quad/Graphics Business—Competitive Advantages" beginning on page 51. This profitability, in turn, allows Quad/Graphics to continue to invest in equipment, research and development and other technological innovations to benefit its customers.

        The manufacturing platform and innovative technology that Quad/Graphics enjoys are further reinforced by the qualities of its workforce. Quad/Graphics believes that its distinct corporate culture encourages an organization-wide entrepreneurial spirit and an opportunistic mentality, where employees embrace responsibility, take ownership of projects and are encouraged to drive results. Quad/Graphics further believes that the ownership and voting control by the Quadracci family has enabled the company to maintain consistent strategic goals and disciplined strategy deployment, ensure continuity in its management team and enable its distinct corporate culture.

        For additional information about Quad/Graphics, see "Quad/Graphics Business" beginning on page 48.

World Color Press Inc.
999 de Maisonneuve Blvd. West
Suite 1100
Montreal, Quebec
Canada H3A 3L4
(514) 954-0101

        World Color Press is a commercial printer that provides high-value, complete market solutions, including pre-print, print and post-print services to leading retailers, branded goods companies, catalogers and publishers of magazines, books, directories and other printed media. With a presence in North American and Latin American countries (which, for the purpose of this proxy circular/prospectus, include Mexico), World Color Press is able to serve customers on a regional, national and international basis.

        World Color Press operates in a dynamic, highly fragmented and competitive printing industry and has established market-leading positions in the segments that it serves through a combination of building long-term partnerships with the world's leading print media customers, investing in key strategic technologies and expanding the scope of its product offerings and geographical presence through strategic acquisitions. The customers of World Color Press include many of the largest publishers, retailers and catalogers in the geographic areas in which it operates. With respect to retail inserts, World Color Press' customers include CVS Caremark Corporation and Wal-Mart Stores Inc. World Color Press prints catalogues for customers such as Bass Pro Shops Canada, Inc. and Limited Brands Inc. (Victoria's Secret). World Color Press' book publishing customers include Harlequin Enterprises Limited, The McGraw-Hill Companies, Inc., Pearson Education Inc., Simon & Schuster, Inc., The Reader's Digest Association Ltd. and Thomas Nelson, Inc. World Color Press prints magazines for publishers including Hachette Filipacchi Media U.S., Inc., Source Interlink Media, LLC, The Reader's Digest Association Ltd. and Wenner Media LLC. World Color Press' directories customers include Dex One Corporation, Yellow Book USA, Inc. and Yellow Pages Group Limited.

        As of April 30, 2010, World Color Press, together with its corporate office located in Montreal, Quebec, Canada, had 76 printing, distribution and office facilities located in North America and Latin America. In the United States, World Color Press is the second largest commercial printer with 56

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facilities in 26 states. World Color Press is the second largest commercial printer in Canada with 12 premises in five provinces through which World Color Press offers a diversified mix of printed products and related value-added services to the Canadian market and internationally. World Color Press is also a leading commercial printer in Latin America, with eight facilities in Argentina, Brazil, Chile, Colombia, Mexico and Peru.

        As a result of a combination of factors, including declining prices and sales volume and the difficulty of obtaining new financing due to the credit crisis and global economic weakness, on January 21, 2008, Quebecor World Inc., the predecessor of World Color Press, commenced a proceeding before the Quebec Superior Court for the Judicial District of Montreal for a plan of compromise or arrangement under the Companies' Creditors Arrangement Act of Canada (sometimes referred to as the CCAA) for itself and for 53 of its U.S. subsidiaries. On January 21, 2008, Quebecor World (USA) Inc., a U.S. subsidiary of Quebecor World Inc., and 52 of its affiliates in the United States (sometimes referred to as the U.S. Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Reform Act of 1978, as amended (sometimes referred to as the U.S. Bankruptcy Code) in the U.S. Bankruptcy Court for the Southern District of New York (sometimes referred to as the U.S. Bankruptcy Court). On September 30, 2008, a Petition for Recognition of the Foreign Proceeding under Chapter 15 of the U.S. Bankruptcy Code was filed in the U.S. Bankruptcy Court with respect to Quebecor World Inc. In connection with the bankruptcy proceedings in Canada and the U.S., each of Quebecor World Inc. and the U.S. Debtors developed plans of reorganization, which were approved by the creditors of Quebecor World Inc. and the U.S. Debtors on June 22, 2009. Following hearings held jointly in the Quebec Superior Court and the U.S. Bankruptcy Court on June 30, 2009, the plans of reorganization, as amended, were sanctioned by the Quebec Superior Court and confirmed by the U.S. Bankruptcy Court, respectively. The plans of reorganization became effective on July 21, 2009 and Quebecor World Inc. and the U.S. Debtors emerged from bankruptcy protection. Consistent therewith, after the implementation of the restructuring transactions, as defined and provided for under the plans of reorganization, Quebecor World Inc. changed its name to "World Color Press Inc.", and the surviving reorganized U.S. Debtors changed their names to incorporate the World Color name. In connection with the implementation of the plans of reorganization, World Color Press, among other things, reorganized its capital structure and issued new securities to certain creditors of Quebecor World Inc. and the U.S. Debtors, in exchange for the compromise of approximately $3.1 billion of liabilities.

        For additional information about World Color Press, see "World Color Press Business" beginning on page 60 and see World Color Press' annual report on Form 40-F filed with the SEC on March 1, 2010, which is incorporated by reference into this proxy circular/prospectus.


The Arrangement (see page 71)

        World Color Press and Quad/Graphics have agreed to a statutory arrangement under Canadian law pursuant to which Quad/Graphics will acquire World Color Press and World Color Press will become a wholly-owned subsidiary of Quad/Graphics (sometimes referred to as the arrangement or the transaction) upon completion of the arrangement.

        The arrangement will be completed only after the satisfaction or waiver of the conditions to the completion of the arrangement discussed below.

        The arrangement agreement, dated as of January 25, 2010, between Quad/Graphics and World Color Press, as acceded to by 7345933 Canada Inc., the acquisition subsidiary of Quad/Graphics (sometimes referred to as the arrangement agreement), the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus. You are encouraged to read these documents carefully and fully, as they are the legal documents that govern the arrangement.

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What World Color Press Shareholders Will Receive in the Arrangement (see page 106)

        Subject to the terms and conditions of the arrangement agreement, upon completion of the arrangement, each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio (as defined in the arrangement agreement—see "Questions and Answers About the Transaction—Q3: What will I receive in the arrangement?" beginning on page 23), subject to adjustment in accordance with the arrangement agreement. In addition, each outstanding World Color Press common share will be entitled to any Common Cash Consideration (as defined below, see "Questions and Answers About the Transaction—Q3: What will I receive in the arrangement?" beginning on page 23).

        Upon consummation of the arrangement, Quad/Graphics' shareholders immediately prior to the arrangement will own approximately 60% of Quad/Graphics' outstanding stock and former World Color Press shareholders will own approximately 40% of Quad/Graphics' outstanding stock. The shares of Quad/Graphics class A stock have one vote per share. The shares of Quad/Graphics class B common stock (sometimes referred to as class B stock) and class C common stock (sometimes referred to as class C stock) have 10 votes per share. Members of the Quadracci family, trusts for their benefit and other affiliates of Quad/Graphics are expected to hold more than 80% of the combined company's total voting power upon consummation of the arrangement.

        In connection with the arrangement, all of the World Color Press class A convertible preferred shares (sometimes referred to as World Color Press preferred shares) outstanding immediately prior to the consummation of the arrangement will be redeemed for an amount in accordance with the terms of World Color Press' restated articles of incorporation (sometimes referred to as the World Color Press Charter). In addition, all World Color Press warrants that are outstanding immediately prior to the consummation of the arrangement will be cancelled.

        As discussed above, the consideration to be received by the World Color Press common shareholders in the arrangement will consist of two parts, the Share Exchange Ratio and the Common Cash Consideration, if any. The Share Exchange Ratio is calculated as follows. Assuming (1) holders of World Color Press preferred shares will convert their World Color Press preferred shares and accrued and unpaid dividends into World Color Press common shares if the market value of a World Color Press common share is greater than $8.00, (2) holders of World Color Press warrants will exercise their right to purchase World Color Press common shares through a cashless exercise if their warrants become exercisable, and ignoring the de minimis effect of the cashless exercise of a penny per warrant, (3) the Equity Payment Amounts are $135 million or less and (4) the number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement is 28,105,645 (which is the same as it was on April 30, 2010), then, subject to minor changes in the number of World Color Press common shares outstanding, there are essentially four

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potential Share Exchange Ratios (depending on the 30 day volume-adjusted weighted average price of each World Color Press common share), as the following illustrative table indicates:


Illustrative Examples of Calculation of Share Exchange Ratio

 
   
  World Color Press Common Share Price(1)  
 
   
  $8.00 or
Below
  $8.01–$12.99   $13.00–$16.29   $16.30 or
Above
 

Quad/Graphics Outstanding Common Stock

  (A)     28,105,645     28,105,645     28,105,645     28,105,645  
 

Divided by 60%

  (B)     60.0 %   60.0 %   60.0 %   60.0 %
                       

Sub-Total

  (C)=A/B     46,842,742     46,842,742     46,842,742     46,842,742  
 

Less: Quad/Graphics Outstanding Common Stock

  (A)     (28,105,645 )   (28,105,645 )   (28,105,645 )   (28,105,645 )
                       

Total Number of Quad/Graphics Common Stock to be held by World Color Press Common Shareholders

  (D)=C-A     18,737,097     18,737,097     18,737,097     18,737,097  

Total Number of World Color Press Outstanding Common Shares

                             

Common Shares

  (E)     73,285,000     73,285,000     73,285,000     73,285,000  

Common Shares from Conversion of Preferred Shares(2)

  (F)         13,838,592     13,838,592     13,838,592  

Common Shares from Exercise of Series I Warrants(3)

  (G)             10,723,019     10,723,019  

Common Shares from Exercise of Series II Warrants(3)

  (H)                 10,723,019  
                       
 

Total Number of World Color Press Outstanding Common Shares

  (I)=E+F+G+H     73,285,000     87,123,592     97,846,611     108,569,630  

Share Exchange Ratio

 

(J)=D/I

   
0.2557
   
0.2151
   
0.1915
   
0.1726
 

(1)
For illustrative purposes only. Assumes the World Color Press common share price equals the 30 day volume-weighted average price for purposes of determining if warrants are exercisable.

(2)
Equals $110,708,736, the assumed total liquidation value of the World Color Press preferred shares and accrued and unpaid dividends as of June 30, 2010, divided by the conversion price of $8 per share.

(3)
Excludes the de minimis effect of cashless exercise of the warrants.

        The Common Cash Consideration is also based on a number of variables, including the above-noted 30 day volume-adjusted weighted average price of each World Color Press common share (which affects, among other things, the effective price under the World Color Press warrant indenture, the cash settlement obligations of World Color Press deferred share units and restricted share units and the number of World Color Press common shares anticipated to be outstanding immediately prior to the completion of the arrangement). For example, using the 30 day volume-adjusted weighted average price of $12.06 of World Color Press common shares on the Toronto Stock Exchange as of and including May 20, 2010, and based on the assumptions discussed above for purposes of the illustrative examples, the Equity Payment Amounts would equal $46,320,978, and the Share Exchange Ratio (i.e., the number of shares of Quad/Graphics class A stock to be issued for each World Color Press common share) would be 0.2151 and the per share Common Cash Consideration would be $0.54 for each World Color Press common share. If, however, the Equity Payment Amounts equal $93,333,333 or more, there would be no Common Cash Consideration for World Color Press common shares.

        The determination of the actual Share Exchange Ratio and Common Cash Consideration are based on a number of variables, some of which are identified in the foregoing examples. Given that the actual Share Exchange Ratio and Common Cash Consideration will not be determined until after the World Color Press special meeting and before closing of the arrangement, the actual Share Exchange Ratio and Common Cash Consideration may differ from the examples above, including the example

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based on the 30 day volume-adjusted weighted average price of World Color Press common shares as of and including May 20, 2010. You are strongly encouraged to review the more detailed illustrative examples set forth in the tabular disclosures on pages 112 to 115 of this proxy circular/prospectus to see how the Equity Payment Amounts, the Share Exchange Ratio, the aggregate Common Cash Consideration and the per share Common Cash Consideration may change.

        Starting on or about June 7, 2010, World Color Press will post on the investors section of its website updated illustrative examples of the calculation of the Share Exchange Ratio and the Common Cash Consideration based on the then-current 30 day volume-adjusted weighted average price of World Color Press common shares, and will update the examples on a weekly basis until the anticipated closing date. The address of the website where the examples will be posted is www.worldcolor.com/investors/index.aspx.

        Quad/Graphics will not issue fractional shares pursuant to the arrangement. As a result, the total number of shares of Quad/Graphics class A stock that each holder of World Color Press common shares would otherwise receive pursuant to the arrangement will be rounded down to the nearest whole number, and each holder of World Color Press common shares will receive such whole number of shares of Quad/Graphics class A stock and a cash payment for the remaining fraction of a share of Quad/Graphics class A stock that such shareholder would otherwise receive, based on the average of the daily high and low sales price per World Color Press common share on the Toronto Stock Exchange on the last trading day before the closing date of the arrangement.

        It is currently anticipated that the arrangement will be completed within approximately seven days after approval of the arrangement by the shareholders of World Color Press and Quad/Graphics, depending on receipt of a final order of the Quebec Superior Court pursuant to the Canada Business Corporations Act (sometimes referred to as the CBCA) and the satisfaction of any other remaining closing conditions.


Holders of World Color Press Common Shares Will Have Dissent Rights in Connection with the Arrangement (see page 104)

        Under the Interim Order, holders of World Color Press common shares have rights of dissent in respect of the arrangement. Therefore, a holder of World Color Press common shares may elect to be paid cash for such shareholder's shares in accordance with the procedures set forth in the CBCA, as modified by the plan of arrangement and the Interim Order. The plan of arrangement is included as part of Annex A attached hereto. Copies of Section 190 of the CBCA and the Interim Order are attached hereto as Annex F and part of Annex G, respectively. It is a condition to Quad/Graphics' obligation to consummate the arrangement that not more than 7.5% of the outstanding World Color Press common shares as of the closing shall have validly exercised and not withdrawn dissent rights.


Opinion of World Color Press' Financial Advisor (see page 79)

        World Color Press' financial advisor, Morgan Stanley & Co. Incorporated (sometimes referred to as Morgan Stanley), rendered its oral opinion, subsequently confirmed in writing, that as of January 25, 2010, and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio and the Common Cash Consideration (sometimes referred to collectively as the transaction consideration) to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair from a financial point of view to the holders of World Color Press common shares.

        The full text of the written opinion of Morgan Stanley, dated as of January 25, 2010, is attached to this proxy circular/prospectus as Annex B. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken

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by Morgan Stanley in rendering its opinion. Morgan Stanley encourages you to read carefully the entire opinion. The opinion, and the other views and analysis of Morgan Stanley referenced throughout this proxy circular/prospectus, do not constitute a recommendation to any holder of World Color Press common shares as to how to vote at any shareholders' meeting to be held in connection with the arrangement. In addition, the opinion does not in any manner address the price at which the Quad/Graphics class A stock will trade at any time following consummation of the arrangement. Morgan Stanley provided its opinion for the information and assistance of the World Color Press board of directors in connection with the directors' consideration of the arrangement and addresses only the fairness from a financial point of view of the transaction consideration pursuant to the arrangement agreement to holders of World Color Press common shares as of the date of the opinion. It does not address any other aspect of the arrangement. The summary of the opinion of Morgan Stanley set forth in this proxy circular/prospectus is qualified in its entirety by reference to the full text of the opinion.

        Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, January 25, 2010. Events occurring after January 25, 2010 may affect the opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion.

        Pursuant to a letter agreement, World Color Press engaged Morgan Stanley to act as its financial advisor in connection with the proposed arrangement and World Color Press agreed to pay Morgan Stanley a customary fee estimated by Morgan Stanley to be approximately $11.5 million, subject to change based on the final transaction consideration to be received by the holders of World Color Press common shares, all of which is payable upon the consummation of the arrangement. World Color Press has also agreed to reimburse Morgan Stanley for its reasonable expenses, including attorneys' fees and disbursements.


Income Tax Treatment of the Exchange of World Color Press Common Shares for Shares of Quad/Graphics Class A Stock (see pages 133 and 139)

    United States

        For U.S. federal income tax purposes, U.S. Holders (as defined in "Material United States Federal Income Tax Considerations" beginning on page 133) who own World Color Press common shares or preferred shares will recognize gain or loss on their disposition of such shares pursuant to the arrangement. Any such gain or loss will constitute capital gain or loss.

        Any gain that is recognized on a disposition by a Non-U.S. Holder (as defined in "Material United States Federal Income Tax Considerations") of World Color Press common shares or preferred shares pursuant to the arrangement will not be subject to U.S. federal income tax unless:

    the gain is effectively connected with the conduct of a trade or business (and, if an applicable United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the Non-U.S. Holder; or

    in the case of a Non-U.S. Holder who is an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale, and certain other conditions are met.

        U.S. Holders and Non-U.S. Holders who own World Color Press common shares or preferred shares are urged to read "Material United States Federal Income Tax Considerations" beginning on page 133 and to consult their own tax advisors with respect to the United States federal income tax consequences of the arrangement.

    Canada

        Generally, a Canadian resident shareholder whose World Color Press common shares are disposed of pursuant to the arrangement will realize a capital gain (or capital loss) equal to the amount, if any,

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by which the amount of cash and the fair market value of Quad/Graphics class A stock received for such World Color Press common shares pursuant to the arrangement, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the World Color Press common shares to the shareholder immediately before the disposition.

        Generally, a shareholder not resident in Canada will not be subject to tax under the Income Tax Act (Canada) (sometimes referred to as the Tax Act) on any capital gain realized on a disposition of World Color Press common shares pursuant to the arrangement, unless the World Color Press common shares are "taxable Canadian property" to the shareholder for purposes of the application of the Tax Act and the shareholder is not entitled to relief under an applicable income tax convention between Canada and the country in which the shareholder is resident.

        Shareholders of World Color Press whose common shares constitute "taxable Canadian property" and shareholders of World Color Press preferred shares should consult their own tax advisors having regard to their particular circumstances.

        The foregoing is a brief summary of the material Canadian federal income tax consequences only. Shareholders are urged to read "Material Canadian Federal Income Tax Considerations" beginning on page 139 and consult their own tax advisors to determine the particular consequences to them of exchanging of their World Color Press common shares under the arrangement.


Approval Required by World Color Press Shareholders to Complete the Arrangement (see page 65)

        The arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present and at least two-thirds of the votes cast by the holders of World Color Press common shares and the World Color Press preferred shares, voting together as a single class, are cast in favor of the arrangement resolution. A failure to vote, a vote to abstain or a broker or other intermediary "non-vote" will have no effect on the outcome of the vote on the arrangement resolution if a quorum is present.

        Each World Color Press common share has one vote and each World Color Press preferred share has 1.0851 votes on the arrangement resolution.

        On May 17, 2010, which is the record date for determining those World Color Press shareholders who are entitled to vote at the World Color Press special meeting, no directors or executive officers of World Color Press or their affiliates beneficially owned or had the right to vote any World Color Press common shares or preferred shares.


Recommendations of World Color Press to Shareholders (see page 63)

        The World Color Press board of directors has reviewed and considered the terms of the arrangement and the arrangement agreement and has unanimously determined that the arrangement agreement and the transactions contemplated by the arrangement agreement, including the arrangement, are fair to the holders of World Color Press common shares and in the best interests of World Color Press and unanimously recommends that World Color Press shareholders vote FOR the arrangement resolution.


World Color Press' Reasons for the Arrangement (see page 76)

        At a special meeting held on January 25, 2010, World Color Press' board of directors determined by unanimous vote that the arrangement is in the best interests of World Color Press and its shareholders. In reaching its decision to approve the arrangement agreement and the arrangement, and its determination that the arrangement is in the best interests of World Color Press and its shareholders, World Color Press' board of directors received advice from World Color Press management and legal, financial, tax and accounting advisors and considered a number of factors.

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        The arrangement is projected to increase the value of World Color Press' equity interests by permitting the World Color Press shareholders to participate in the realization of the economic and operating synergies and other benefits anticipated to result from the combination of Quad/Graphics and World Color Press. See "The Arrangement—World Color Press' Reasons for the Arrangement; Recommendation of the Board of Directors" beginning on page 76 for additional information.


Quad/Graphics' Reasons for the Arrangement (see page 92)

        Quad/Graphics believes that the acquisition of World Color Press will, among other things, enable the combined company to optimize plant and machine utilization, as well as mailing and logistics utilization and costs, enable Quad/Graphics to leverage its efficient, modern manufacturing platform and result in an estimated $225 million of pre-tax annualized synergies within 24 months after the consummation of the arrangement, at an estimated one-time cost to achieve of approximately $195 to $240 million (based on an analysis developed by Quad/Graphics' management). See "The Arrangement—Quad/Graphics' Reasons for the Arrangement" beginning on page 92 for additional information.


Approval Required by Quad/Graphics Shareholders to Complete the Arrangement

        In order to complete the arrangement, Quad/Graphics shareholders must approve the transactions contemplated by the arrangement agreement, including amending and restating the Quad/Graphics restated articles of incorporation (sometimes referred to as the Quad/Graphics Charter). That vote is assured since holders of Quad/Graphics common stock having more than 50% of the voting power have entered into a voting agreement in support of the transactions contemplated by the arrangement agreement.


Completion of the Transaction is Subject to Regulatory Clearance (see page 102)

        To complete the arrangement, Quad/Graphics and World Color Press must receive approval from and/or make filings with various regulatory authorities. Quad/Graphics and World Color Press filed their respective Pre-Merger (Arrangement) Notification and Report Forms with the United States Department of Justice (sometimes referred to as the DOJ) and the United States Federal Trade Commission (sometimes referred to as the FTC) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (sometimes referred to as the HSR Act) effective as of February 26, 2010. The waiting periods under the HSR Act expired on March 29, 2010. On March 25, 2010, Quad/Graphics and World Color Press received a no action letter and waiver of the filing requirement under the Canadian Competition Act and on May 17, 2010 Quad/Graphics secured approval of the arrangement under the Investment Canada Act. The remaining required regulatory and court approvals include, among others, approval of the arrangement by the Québec Superior Court.

        The hearing in respect of the final order concerning the approval of the Québec Superior Court is currently scheduled to take place on June 28, 2010. At the hearing, World Color Press shareholders and other interested parties may present evidence or arguments to the court regarding the fairness of the arrangement and other matters relating to it. Any person who wishes to so appear must serve and file a written appearance (as set forth in the notice of application in respect of the final order, a copy of which is attached to this proxy circular/prospectus as part of Annex G), on or before June 16, 2010. If such appearance is filed with a view to contesting such application or to making representations in relation thereto, such person must also serve and file written representations supported, as to the facts, by affidavit(s) and exhibit(s), if any, on or before June 18, 2010 and satisfy any other requirements of the court.

        See "The Arrangement—Court Approval of the Arrangement and Completion of the Arrangement" and "The Arrangement—Regulatory Approvals" beginning on pages 101 and 102, respectively, of this proxy circular/prospectus for a discussion of the status of these approvals.

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Quad/Graphics Articles and Bylaws Will Be Amended in Connection with Completion of the Arrangement

        Quad/Graphics will amend and restate its restated articles of incorporation and will amend its bylaws in connection with the consummation of the arrangement.

        You should read the complete text of the Quad/Graphics Charter and the amended bylaws of Quad/Graphics (sometimes referred to as the Quad/Graphics Bylaws), which are attached as Annex C and Annex D to this proxy circular/prospectus, respectively, in conjunction with this summary. The Quad/Graphics Charter and the Quad/Graphics Bylaws that will become effective upon completion of the arrangement will be in substantially the same form as those attached as Annex C and Annex D.


Quad/Graphics' Existing Shareholders Will Receive a Cash Distribution in Connection with Completion of the Arrangement (see Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements)

        Simultaneously with the consummation of the arrangement, $140 million will be distributed in cash to Quad/Graphics' existing shareholders.


World Color Press Directors and Executive Officers Have Interests in the Transaction that May Be Different from, or in Addition to, the Interests of the World Color Press Shareholders (see page 98)

        World Color Press shareholders should be aware that World Color Press directors and executive officers may have interests in the arrangement that are different from, or in addition to, World Color Press shareholders' interests when they consider the recommendation of the World Color Press board of directors that they vote to approve the arrangement resolution. Those interests include, among other things, benefits that may become payable under change in control severance agreements, the accelerated vesting of certain deferred share units and restricted share units held by or issuable to the directors and executive officers, potential retention and transaction bonuses for certain employees and the appointment of two of the World Color Press directors to the Quad/Graphics board of directors, who will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press, and Thomas O. Ryder, World Color Press' lead independent director.

        As a result, the directors and executive officers of World Color Press may be more likely to recommend the approval of the arrangement resolution than if they did not have these interests.


Completion of the Transaction is Subject to the Satisfaction of a Number of Conditions (see page 127)

        The respective obligations of World Color Press and Quad/Graphics to complete the arrangement are subject to the satisfaction or waiver of conditions relating to, among other things, certain approvals of World Color Press and Quad/Graphics shareholders; certain regulatory clearances; the SEC having declared effective, without any stop order or proceedings seeking a stop order, the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part and the receipt of the approval for listing of the Quad/Graphics class A stock to be issued pursuant to the arrangement by the national securities exchange in the United States that will list such stock, subject to official notice of issuance; and certain other conditions customary for transactions of this type.

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        The obligation of Quad/Graphics to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver of conditions relating to, among other things:

    the accuracy of World Color Press' representations and warranties and World Color Press' performance of its obligations under the arrangement agreement;

    the non-occurence after the date of the arrangement agreement of certain developments, effects or changes reasonably expected to have a material adverse effect on World Color Press;

    World Color Press having consummated the redemption of its outstanding preferred shares for a fixed cash purchase price determined in accordance with its restated articles of incorporation and the cancellation of all outstanding warrants;

    World Color Press' indenture dated as of July 21, 2009 with respect to the 10% senior guaranteed notes due July 15, 2013 (as amended and supplemented from time to time, sometimes referred to as the Senior Notes Indenture) having been terminated or the covenants of World Color Press under the Senior Notes Indenture having been terminated or made inapplicable to World Color Press and its affiliates;

    the total number of World Color Press common shares with respect to which dissent rights have been properly exercised and not withdrawn not exceeding 7.5% of the outstanding World Color Press common shares as of the closing date; and

    no claim, action, suit, arbitration, proceeding, investigation or inquiry having been commenced by the FTC, the DOJ, the Commissioner of Competition (sometimes referred to as the Commissioner) or the Minister of Industry (sometimes referred to as the Minister) against Quad/Graphics, World Color Press, any of their respective subsidiaries or any of the directors or officers of any of them, with respect to the transactions contemplated by the arrangement agreement.

        The obligation of World Color Press to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver conditions relating to, among other things:

    the accuracy of Quad/Graphics' representations and warranties and Quad/Graphics' performance of its obligations under the arrangement agreement; and

    the non-occurence after the date of the arrangement agreement of certain developments, effects or changes reasonably expected to have a material adverse effect on Quad/Graphics.


How the Arrangement Agreement May Be Terminated by Quad/Graphics and World Color Press (see page 128)

        The arrangement agreement may be terminated in any of the following ways:

    by mutual written consent of Quad/Graphics and World Color Press;

    by either Quad/Graphics or World Color Press if:

    certain laws or orders relating to the transaction have been enacted, entered or issued;

    the arrangement has not been completed within 210 days of the date of the arrangement agreement, subject to specified exceptions;

    certain breaches of the arrangement agreement or non-solicitation obligations are made by the other party;

    certain approvals of World Color Press or Quad/Graphics shareholders are not obtained;

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      the board of directors of the other party fails to make or reconfirm its recommendation, or changes its recommendation, or recommends any acquisition proposal or superior proposal, at the times indicated in the arrangement agreement; or

      prior to the time that the other party's shareholder approval is obtained, the other party has entered into an instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring such other party to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement.


Termination Fees and Expenses May Be Payable Under Some Circumstances (see page 128)

    Fees Payable by Quad/Graphics:

        Quad/Graphics will be required to reimburse World Color Press for its fees and expenses up to a limit of $20 million and pay a termination fee of up to $40 million to World Color Press (provided that any termination fee payable will be reduced by the amount of any fees and expenses previously reimbursed) in the event that the arrangement agreement terminates under specified circumstances.

    Fees Payable by World Color Press:

        World Color Press will be required to reimburse Quad/Graphics for its fees and expenses up to a limit of $20 million and pay a termination fee of up to $40 million to Quad/Graphics (provided that any termination fee payable will be reduced by the amount of any fees and expenses previously reimbursed) in the event that the arrangement agreement terminates under specified circumstances.


Quad/Graphics Class A Stock is Expected to be Listed on the NYSE or NASDAQ (see page 104)

        Quad/Graphics common stock currently is not publicly traded. In connection with the consummation of the arrangement, Quad/Graphics' class A stock is expected to be listed on the NYSE or NASDAQ (both of which are "designated stock exchanges" for purposes of the Tax Act) under the symbol "QGI" or "QGIX".


After the consummation of the transaction, Quad/Graphics will be controlled by members of the Quadracci family, trusts for their benefit and other affiliates of Quad/Graphics (see page 34)

        Upon consummation of the arrangement, members of the Quadracci family, trusts for their benefit and other affiliates of Quad/Graphics are expected to hold more than 80% of the combined company's total voting power. As a result, the Quadracci family members, trusts and other affiliates will be able to exercise a controlling influence over the combined company's business, will have the power to elect its directors and will indirectly control decisions such as whether to issue additional shares, declare and pay dividends or enter into corporate transactions.


Voting and Support Agreement (see page 152)

        Concurrently with the execution of the arrangement agreement, World Color Press, the trustees and certain beneficiaries under that certain amended and restated voting trust agreement, dated as of April 29, 2000, as amended, among certain members of the Quadracci family and the trustees (sometimes referred to as the voting trust agreement) (the voting trust created under the voting trust agreement is sometimes referred to as the Quad/Graphics voting trust) and the Quad/Graphics voting trust entered into a voting and support agreement. Pursuant to the voting and support agreement, each of the Quad/Graphics voting trust and the beneficiaries who executed the voting and support agreement agreed, among other things, to vote all trust certificates and/or Quad/Graphics shares held by them in favor of the approval of the transactions contemplated by the arrangement agreement, including the adoption of the Quad/Graphics Charter, and against any acquisition proposal or any other

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action, agreement or transaction that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the arrangement.


Differences Exist Between the Rights of Quad/Graphics and World Color Press Common Shareholders (see page 271)

        The rights of Quad/Graphics' and World Color Press common shareholders under their respective business corporation laws are different. There are additional differences in the rights of Quad/Graphics shareholders and World Color Press shareholders as a result of the provisions of the articles of incorporation, bylaws and other corporate documents of each company. As a result of these differences, the rights of former World Color Press common shareholders in the combined company will differ from their current rights in World Color Press. For example, after the consummation of the arrangement:

    The combined company's board will be able to fill vacancies without a quorum and without shareholder action;

    The shareholder vote required to remove directors from the combined company's board will generally be 662/3%;

    The personal liability of a director of the combined company will be limited by statute without the requirement that a unanimous shareholder agreement be adopted;

    A majority of shareholders of the combined company will be required for a quorum (so shareholders who hold their shares outside of the Quad/Graphics voting trust will not be able to form a quorum);

    A special meeting of the combined company may be called only by the board of directors, the chairman of the board, the chief executive or the president or upon the demand of holders of record of shares representing at least 10% of the votes entitled to be cast at the special meeting;

    If, as is intended, Quad/Graphics class A stock is listed on the NYSE or NASDAQ, holders of such class A stock generally will not be entitled to dissenters' rights;

    Shareholders of the combined company will not be entitled to the Canadian rights to bring certain derivative actions or to seek an "oppression remedy" in certain circumstances; and

    Not all shareholders of the combined company will have the same voting rights, since, while all World Color Press common shares currently are entitled to one vote, some shares of the combined company (Quad/Graphics Class B stock and Quad/Graphics class C stock) will have 10 votes per share.

        See "Comparison of the Rights of Quad/Graphics and World Color Press Common Shareholders" beginning on page 271 of this proxy circular/prospectus for additional information.


The Arrangement and the Performance of the Combined Company are Subject to a Number of Risks (see page 29)

        There are a number of risks relating to the arrangement and to the businesses of Quad/Graphics, World Color Press and the combined company following the completion of the arrangement. See "Risk Factors" beginning on page 29 of this proxy circular/prospectus for a discussion of these and other risks and see also the documents that World Color Press has filed with the SEC and which have been incorporated by reference into this proxy circular/prospectus.

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following selected historical financial information is being provided to assist you in your analysis of the financial aspects of the arrangement.

        Certain Quad/Graphics quarterly historical information is derived from the unaudited condensed consolidated financial statements of Quad/Graphics as of March 31, 2010 and 2009 and for the three months ended March 31, 2010 and 2009, appearing elsewhere in this proxy circular/prospectus. Certain Quad/Graphics annual historical information is derived from the audited consolidated financial statements of Quad/Graphics as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009, appearing elsewhere in this proxy circular/prospectus. The Quad/Graphics annual historical information is also derived from the audited consolidated financial statements of Quad/Graphics as of December 31, 2007, 2006 and 2005 and for each of the years in the two year period ended December 31, 2006, which are not included in this proxy circular/prospectus. Quad/Graphics historical financial statements have been prepared in accordance with United Stated generally accepted accounting principles (sometimes referred to as U.S. GAAP).

        Certain World Color Press quarterly historical information is derived or extracted from the unaudited consolidated financial statements of World Color Press as of March 31, 2010 and 2009 and for the three months ended March 31, 2010 and 2009, as incorporated by reference herein. Certain World Color Press annual historical information is derived or extracted from the audited consolidated financial statements of World Color Press as of December 31, 2009 and 2008 and for the seven months ended July 31, 2009 (fresh start reporting date), the five months ended December 31, 2009 and for each of the years in the two-year period ended December 31, 2008, as incorporated by reference herein. The World Color Press annual historical information is also derived or extracted from the audited consolidated financial statements of World Color Press as of December 31, 2007, 2006 and 2005 and for each of the years in the two-year period ended December 31, 2006, which are not incorporated herein. World Color Press historical financial statements have been prepared in accordance with Canadian generally accepted accounting principles (sometimes referred to as Canadian GAAP). For a discussion of the significant differences between Canadian GAAP and U.S. GAAP as they relate to the World Color Press financial statements, see Note 20 to the World Color Press consolidated financial statements for the three months ended March 31, 2010 and Note 33 to the World Color Press consolidated financial statements for the year ended December 31, 2009.

        The information is only a summary and should be read in conjunction with (i) the Quad/Graphics audited consolidated financial statements for the year ended December 31, 2009 and notes thereto included in "Financial Statements of Quad/Graphics" beginning on page FS-1, (ii) the Quad/Graphics unaudited condensed consolidated financial statements for the three months ended March 31, 2010 and notes thereto included in "Financial Statements of Quad/Graphics" beginning on page FS-36 (iii) the audited consolidated financial statements and notes thereto of World Color Press for the year ended December 31, 2009 included in the World Color Press annual report on Form 40-F filed with the SEC on March 1, 2010, which has been incorporated by reference into this proxy circular/prospectus, and (iv) the unaudited consolidated financial statements and notes thereto of World Color Press for the three months ended March 31, 2010 included in the World Color Press report on Form 6-K filed with the SEC on May 10, 2010, which has been incorporated by reference into this proxy circular/prospectus, as well as other information that has been filed by World Color Press with the SEC. See "Where You Can Find More Information" beginning on page 289 of this proxy circular/prospectus for information on where you can obtain copies of this World Color Press information.

        The historical results included below and elsewhere in this proxy circular/prospectus are not necessarily indicative of the future performance of Quad/Graphics, World Color Press or the combined company.

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Quad/Graphics Selected Historical Financial Information
(amounts in millions, except per share data)

 
  As of and for the three months ended
March 31,
  As of and for the year ended December 31,  
 
  2010   2009   2009   2008   2007   2006   2005  

Total net sales

  $ 403.6   $ 415.5   $ 1,788.5   $ 2,266.7   $ 2,048.8   $ 2,024.9   $ 1,951.3  

Operating income

    4.0     11.4     112.4     174.3     246.7     234.0     226.0  

Net earnings (loss) attributable to Quad/Graphics common shareholders

    (8.5 )   (4.5 )   52.8     109.1     178.4     159.2     390.2 (1)

Total assets

    2,076.8     2,187.0     2,109.2     2,326.4     2,396.9     2,144.9     2,104.2  

Long-term debt and capital lease obligations (excluding current portion)

    756.1     970.7     765.5     967.3     800.6     870.2     871.6  

Weighted average number of common shares outstanding

                                           
 

Basic

    28.1     28.4     28.3     28.7     29.5     29.7     29.8  
 

Diluted

    28.1     28.4     29.2     29.7     30.6     30.9     30.9  

Earnings (loss) per share attributable to Quad/Graphics common shareholders

                                           
 

Basic

  $ (0.30 ) $ (0.16 ) $ 1.87   $ 3.80   $ 6.05   $ 5.36   $ 13.09  
 

Diluted

    (0.30 )   (0.16 )   1.81     3.67     5.83     5.15     12.63  

Dividends per share of common stock(2)

   
0.50
   
   
0.50
   
0.50
   
1.00
   
1.00
   
2.00
 

(1)
Effective January 1, 2005, Quad/Graphics changed the tax status of certain entities within the Quad/Graphics legal structure to S corporation status under the provisions of the Internal Revenue Code of 1986, as amended (sometimes referred to as the Internal Revenue Code). From that point, these entities within Quad/Graphics have generally not been subject to income taxes for United States federal and state income tax purposes. The impact from the conversion to S corporation status resulted in $230.6 million of income, primarily related to the reversal of net deferred tax liabilities and has been included in the 2005 net earnings attributable to Quad/Graphics common shareholders. Upon the consummation of the arrangement, Quad/Graphics will change its legal status from a S corporation to a C corporation.

(2)
Excludes aggregate tax distributions declared to S corporation shareholders of $0.9 million, $5.8 million, $18.0 million, $37.0 million, $77.0 million, $60.1 million and $66.8 million during the three months ended March 31, 2010 and 2009 and the years ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively.

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World Color Press Selected Historical Financial Information
(amounts in millions, except per share data)

Canadian GAAP Information

 
  Successor   Predecessor   Successor   Predecessor   Predecessor as of and for the
year ended December 31,
 
 
  Three
months
ended
March 31,
2010
  Three
months
ended
March 31,
2009
  Five
months
ended
December 31,
2009
  Seven
months
ended
July 31,
2009
  2008   2007   2006   2005  

Operating revenues

  $ 692   $ 752   $ 1,337   $ 1,735   $ 4,017   $ 4,655   $ 5,061   $ 5,120  

Operating income (loss)

    (11 )   (30 )   78     (14 )   (462 )   (1,887 )   196     346  

Net income (loss) from continuing operations

    (29 )   (126 )   21     (175 )   (944 )   (1,837 )   119     180  

Net income (loss)

    (29 )   (126 )   21     (175 )   (1,659 )   (2,200 )   28     (163 )

Total assets

    2,419     2,668     2,482           2,820     4,163     5,823     5,700  

Long-term debt (excluding current portion)(6)

    488     61     486           61     1,313     2,102     1,848  

Redeemable preferred shares, liability

    107     29     98           35     179     150     151  

Weighted average number of equity shares outstanding (Basic and Diluted)

   
73.3
   
202.7
   
73.3
   
205.5
   
182.6
   
131.9
   
131.4
   
131.8
 

Earnings (loss) per common share (Basic and Diluted)

                                                 
 

Continuing operations

  $ (0.40 ) $ (0.64 ) $ 0.29   $ (0.89 ) $ (5.26 ) $ (14.10 ) $ 0.65   $ 1.06  
 

Net income (loss)

    (0.40 )   (0.64 )   0.29     (0.89 )   (9.18 )   (16.85 )   (0.04 )   (1.53 )

Dividends per equity share

   
   
   
   
   
   
   
0.30
   
0.56
 

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U.S. GAAP Information

 
   
   
   
   
   
   
   
 
 
  Successor   Predecessor   Successor   Predecessor   Predecessor as of and for the
year ended December 31,
 
 
  Three months
ended
March 31,
2010
  Three months
ended
March 31,
2009
  Five months
ended
December 31,
2009
  Seven months
ended
July 31,
2009
  2008   2007   2006   2005  

Operating revenues

  $ 692   $ 752   $ 1,337   $ 1,735   $ 4,017   $ 4,655   $ 5,060   $ 5,105  

Operating income (loss)

    (11 )   (34 )   78     (22 )   (463 )   (1,888 )   195     331  

Net income (loss) from continuing operations(5)

    (59 )   (143 )   65     1,963     (936 )   (1,861 )   118     173  

Net income (loss)(5)

    (59 )   (143 )   65     1,963     (1,553 )   (2,224 )   30     (170 )

Total assets

    2,632     2,567     2,720           2,733     4,136     5,744     5,689  

Long-term debt (excluding current portion)(6)

    548     101     552           102     1,374     2,103     1,843  

Redeemable preferred shares, liability

                                   

Weighted average number of equity shares outstanding—Basic

   
73.3
   
202.7
   
73.3
   
205.5
   
182.6
   
131.9
   
131.4
   
131.8
 

Weighted average number of equity shares outstanding—Diluted

    73.3     202.7     86.2     220.5     182.6     131.9     131.4     131.8  

Earnings (loss) per common share—Basic

                                                 
 

Continuing operations

  $ (0.90 ) $ (0.73 ) $ 0.75   $ 9.50   $ (5.25 ) $ (14.36 ) $ 0.64   $ 1.01  
 

Net income (loss)

    (0.90 )   (0.73 )   0.75     9.50     (8.63 )   (17.11 )   (0.03 )   (1.59 )

Earnings (loss) per common share—Diluted

                                                 
 

Continuing operations

  $ (0.90 ) $ (0.73 ) $ 0.38   $ 8.85   $ (5.25 ) $ (14.36 ) $ 0.64   $ 1.01  
 

Net income (loss)

    (0.90 )   (0.73 )   0.38     8.85     (8.63 )   (17.11 )   (0.03 )   (1.59 )

Dividends per equity share

   
   
   
   
   
   
   
0.30
   
0.56
 

(1)
On July 21, 2009, upon emergence from bankruptcy protection under the CCAA in Canada and Chapter 11 of the U.S. Bankruptcy Code in the United States, World Color Press was required to adopt "fresh start" financial accounting in accordance with The Canadian Institute of Chartered Accountants Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities, pursuant to Canadian GAAP, and Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code, now codified as ASC 852, Reorganizations, pursuant to U.S. GAAP. Under fresh start accounting, World Color Press undertook a comprehensive re-evaluation of its assets and liabilities as established in the plan of compromise and reorganization and World Color Press became a new entity for financial reporting purposes (that new entity referred to as the "Successor", and the periods prior to the fresh start date are referred to as the periods of the "Predecessor"). Fresh start accounting was adopted as of the nearest month-end date of July 31, 2009 (sometimes referred to as the Fresh-start Date), as the activity between July 22, 2009 and July 31, 2009 was deemed by World Color Press to be immaterial. Accordingly, the consolidated financial statements of the Successor on or after August 1, 2009 are not comparable to the consolidated financial statements of the Predecessor prior to that date.

(2)
World Color Press changed its functional currency at the Fresh-start Date to the U.S. dollar. The Predecessor had a Canadian dollar functional currency for all periods prior to the Fresh-start Date.

(3)
World Color Press adopted new accounting policies under Canadian GAAP related to inventories in 2008 and financial instruments and hedging in 2007. These new accounting policies were adopted prospectively, which impacts comparisons to prior years.

(4)
The statement of income (loss) data for 2007, 2006 and 2005 presented have been retrospectively adjusted for the discontinued operations that occurred in 2008. The balance sheet data do not retrospectively exclude amounts related to such discontinued operations.

(5)
As a result of the fresh start accounting described in note (1) above, World Color Press recorded in net earnings fresh start adjustments of $449 million and an after-tax gain on settlement of compromised debt of $1,701 million under U.S. GAAP for the seven month period ended July 31, 2009.

(6)
Long-term debt includes unsecured notes to be issued and convertible notes, but excludes debt included in liabilities subject to compromise, debtor-in-possession financing and secured financing that were classified as current for the periods ended December 31, 2007 and 2008 and March 31, 2009 once World Color Press had filed for bankruptcy protection.

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Selected Unaudited Pro Forma Condensed Combined Financial Information

        The arrangement will be accounted for under the acquisition method of accounting under U.S. GAAP, which means the assets and liabilities of World Color Press will be recorded, as of completion of the arrangement, at their respective estimated fair values and added to those of Quad/Graphics. For a more detailed description of acquisition accounting, see "The Arrangement—Accounting Treatment" beginning on page 101 of this proxy circular/prospectus.

        The selected unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 198 of this proxy circular/prospectus. The selected unaudited pro forma condensed combined financial information presented below:

    reflects the acquisition method of accounting and gives effect to the arrangement, in the case of the consolidated statements of operations, as though the arrangement had occurred as of January 1, 2009 and, in the case of the consolidated balance sheet information, as though the arrangement had occurred as of March 31, 2010;

    has been prepared giving effect to the issuance of such number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio in exchange for each outstanding World Color Press common share (assumed, for these purposes only, to be 0.2151 shares of Quad/Graphics class A stock for each World Color Press common share);

    historical results for World Color Press for the year ended December 31, 2009 have been adjusted to assume emergence from bankruptcy protection and the fresh start accounting adjustments and exit financing structure as of January 1, 2009;

    includes adjustments, which are preliminary and will be revised;

    may have been different had the companies actually been combined as of January 1, 2009 and March 31, 2010; and

    does not reflect the effect of synergies that may result from the arrangement.

        You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after completion of the arrangement.

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Unaudited Pro Forma Condensed Combined Financial Information (amounts in millions, except per share data)

 
  Three Months Ended
March 31, 2010
  Year Ended
December 31, 2009
 

Statement of operations information

             

Total net sales

  $ 1,095.6   $ 4,872.5  

Operating income

    3.6     204.7  

Net earnings (loss) attributable to common shareholders

    (17.8 )   48.5  

Net earnings (loss) per share attributable to common shareholders

             
 

Basic

  $ (0.38 ) $ 1.03  
 

Diluted

  $ (0.38 ) $ 1.01  

Weighted average number of common shares outstanding

             
 

Basic

    46.8     47.0  
 

Diluted

    46.8     47.9  

 

 
  As of
March 31, 2010
 

Balance sheet information

       

Cash and cash equivalents

  $ 127.0  

Total assets

    5,175.3  

Long-term debt, unsecured notes to be issued and capital lease obligations (excluding current portion)

    1,724.6  

Total liabilities

    3,624.4  

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Historical and Unaudited Pro Forma Combined Per Share Information

        The following table sets forth selected unaudited pro forma combined per share information reflecting the arrangement between Quad/Graphics and World Color Press under the acquisition method of accounting and historical per share information of Quad/Graphics and World Color Press, respectively, and unaudited pro forma combined World Color Press equivalent per share information. You should read this information in conjunction with (a) the selected historical financial information included elsewhere in this proxy circular/prospectus; (b) the consolidated financial statements and notes included in "Financial Statements of Quad/Graphics" beginning on pages FS-1 and FS-36; and (c) the consolidated financial statements and notes included in the World Color Press annual report on Form 40-F filed with the SEC on March 1, 2010 and report on Form 6-K filed with the SEC on May 10, 2010, which have been incorporated by reference into this proxy circular/prospectus. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 198 of this proxy circular/prospectus. The historical per share information is derived from the historical consolidated financial statements of Quad/Graphics prepared pursuant to U.S. GAAP for the three months ended March 31, 2010 and the year ended December 31, 2009 and the historical consolidated financial statements of World Color Press for the three months ended March 31, 2010, the seven months ended July 31, 2009 (fresh start reporting date) and for the five months ended December 31, 2009. World Color Press' historical consolidated financial statements have been prepared in accordance with Canadian GAAP and include a discussion of the significant differences between Canadian GAAP and U.S. GAAP in Note 20 to the World Color Press consolidated financial statements for the three months ended March 31, 2010 and Note 33 to the World Color Press audited consolidated financial statements for the year ended December 31, 2009. The information for World Color Press presented below is prepared pursuant to U.S. GAAP.

        The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of Quad/Graphics and World Color Press would have been had the companies been combined during the periods presented or to project Quad/Graphics' and World Color Press' results of operations that may be achieved after completion of the arrangement.

 
  Three Months Ended
March 31, 2010
  Year Ended
December 31, 2009
 

Unaudited pro forma combined

             

Net earnings (loss) per share attributable to common shareholders

             
 

Basic

  $ (0.38 ) $ 1.03  
 

Diluted

    (0.38 )   1.01  

Dividends declared per common share(1)

    0.50     0.50  

Book value per common share

    33.13     33.28  

Quad/Graphics—historical

             

Earnings (loss) per share attributable to Quad/Graphics common shareholders

             
 

Basic

  $ (0.30 ) $ 1.87  
 

Diluted

    (0.30 )   1.81  

Dividends declared per common share(2)

    0.50     0.50  

Book value per common share

    31.77     32.85  

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  Successor   Predecessor   Successor   Predecessor  
 
  Three months ended
March 31, 2010
  Three months ended
March 31, 2009
  Five months ended
December 31, 2009
  Seven months ended
July 31, 2009
 

World Color Press—historical

                         

Net income (loss) per share attributable to World Color Press common shareholders

                         
 

Basic

  $ (0.90 ) $ (0.73 ) $ 0.75   $ 9.50  
 

Diluted

    (0.90 )   (0.73 )   0.38     8.85  

Dividends declared per common share

                 

Book value per common share

    10.04           10.94        

 

 
  Three Months Ended
March 31, 2010
  Year Ended
December 31, 2009
 

Unaudited World Color Press equivalents based on combination of Quad/Graphics and World Color Press(3)

             

Earnings (loss) per common share

             
 

Basic

  $ (0.08 ) $ 0.22  
 

Diluted

    (0.08 )   0.22  

Dividends declared per common share

    0.11     0.11  

Book value per common share

    7.13     7.16  

(1)
The pro forma cash dividends declared per share of common stock are equal to the dividend declared by Quad/Graphics during the periods presented, excluding aggregate tax distributions declared to S corporation shareholders of $0.9 million and $18.0 million during the three months ended March 31, 2010 and the year ended December 31, 2009, respectively.

(2)
Excluding aggregate tax distributions declared to S corporation shareholders of $0.9 million and $18.0 million during the three months ended March 31, 2010 and the year ended December 31, 2009, respectively.

(3)
The unaudited World Color Press equivalents based on combination of Quad/Graphics and World Color Press are calculated by multiplying the unaudited pro forma combined amounts by the Share Exchange Ratio (assumed, for these purposes only, to be 0.2151 shares of Quad/Graphics class A stock for each World Color Press common share).

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Comparative Value of Securities

        There is no public trading market for shares of Quad/Graphics class A stock, and no public trading market will be established for shares of Quad/Graphics class A stock until the consummation of the arrangement. In connection with the consummation of the arrangement, Quad/Graphics class A stock is expected to be listed on the NYSE or NASDAQ under the symbol "QGI" or "QGIX".

        World Color Press common shares were listed on the Toronto Stock Exchange on August 26, 2009 under the symbols "WC" (trading in Canadian dollars) and "WC.U" (trading in U.S. dollars), respectively. The following tables set forth the monthly range of high and low prices, the closing prices on the last trading day of the applicable month and the total monthly volumes of the World Color Press common shares traded on the Toronto Stock Exchange for each month from August 26, 2009 to March 31, 2010.

    Common Shares in Canadian Dollars (Symbol: WC)

 
  High Price   Low Price   Closing
Price
  Total Monthly
Volume
 

August 26, 2009 to August 31, 2009

  CAD$ 10.10   CAD$ 8.80   CAD$ 9.20     9,560  

September 2009

  CAD$ 12.00   CAD$ 9.40   CAD$ 10.90     614,027  

October 2009

  CAD$ 10.90   CAD$ 9.50   CAD$ 9.50     139,214  

November 2009

  CAD$ 10.50   CAD$ 9.30   CAD$ 9.80     77,507  

December 2009

  CAD$ 10.20   CAD$ 9.30   CAD$ 9.70     29,267  

January 2010

  CAD$ 13.08   CAD$ 9.30   CAD$ 12.48     173,820  

February 2010

  CAD$ 12.37   CAD$ 11.40   CAD$ 11.80     715,570  

March 2010

  CAD$ 12.41   CAD$ 11.42   CAD$ 12.19     608,611  

April 2010

  CAD$ 12.40   CAD$ 11.93   CAD$ 12.26     272,375  

    Common Shares in U.S. Dollars (Symbol: WC.U)

 
  High Price   Low Price   Closing
Price
  Total Monthly
Volume
 

August 26, 2009 to August 31, 2009

  $ 8.70   $ 8.00   $ 8.70     140,400  

September 2009

  $ 10.00   $ 8.70   $ 9.50     4,034,586  

October 2009

  $ 9.70   $ 9.00   $ 9.10     1,310,391  

November 2009

  $ 10.00   $ 9.30   $ 9.50     158,714  

December 2009

  $ 9.30   $ 9.10   $ 9.30     124,380  

January 2010

  $ 11.95   $ 9.15   $ 11.51     2,393,997  

February 2010

  $ 11.52   $ 11.00   $ 11.00     3,553,795  

March 2010

  $ 11.95   $ 11.15   $ 11.95     10,600,589  

April 2010

  $ 12.25   $ 12.00   $ 12.10     4,001,682  

        On January 25, 2010, the last day before the public announcement of the execution of the arrangement agreement, the closing price of World Color Press common shares was CAD$10.02 and $9.50, respectively, on the Toronto Stock Exchange.

    Quad/Graphics Dividends

        Quad/Graphics' board of directors declared and paid a cash dividend of $0.50 per share of class A stock, class B stock and class C stock in January 2010 and in each of 2009 and 2008. Such amounts do not include aggregate tax distributions declared to Quad/Graphics' S corporation shareholders of $18.0 million and $37.0 million in 2009 and 2008, respectively. Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement. Any determination to pay dividends in the future will be at the discretion of Quad/Graphics' board of directors and will depend upon its results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, rule or regulation, business and investment strategy, and other factors that the board of directors deems relevant. See "Quad/Graphics' Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Debt Obligations," beginning on page 250, for a discussion of the covenants under Quad/Graphics' existing and expected future debt agreements that may limit Quad/Graphics' ability to pay dividends.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

Q1:  Why am I receiving this document?

        A:    World Color Press and Quad/Graphics have agreed to the arrangement pursuant to which World Color Press will become a wholly-owned subsidiary of Quad/Graphics and will no longer be a publicly held corporation. In connection with the arrangement, Quad/Graphics will become a publicly held corporation and is expected to have its class A stock listed on the NYSE or NASDAQ under the symbol "QGI" or "QGIX". In order to complete the arrangement, World Color Press shareholders must vote to approve the arrangement resolution. The arrangement agreement, the arrangement resolution and the plan of arrangement are attached to this proxy circular/prospectus as Annex A.

        In order to complete the arrangement, Quad/Graphics shareholders must also approve the transactions contemplated by the arrangement agreement, including approval of the Quad/Graphics Charter. Holders of Quad/Graphics common stock having more than 50% of the voting power have entered into a voting agreement in support of the transactions contemplated by the arrangement agreement. See "Voting and Support Agreement" beginning on page 152.

        We are delivering this document to you as both a proxy circular of World Color Press and a prospectus of Quad/Graphics. It is a proxy circular because it is being used by the World Color Press board of directors to solicit proxies from its shareholders to vote in favor of the arrangement resolution at the World Color Press special meeting. It is a prospectus because Quad/Graphics will issue shares of its class A stock in exchange for World Color Press common shares if the arrangement is completed.

Q2:  What do I need to do now?

        A:    After you carefully read this proxy circular/prospectus, please respond by submitting your proxy by telephone or the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope(s), as soon as possible, so that your shares may be represented at the World Color Press special meeting. In order to assure that your vote is recorded, please vote your proxy as instructed on your proxy card(s) even if you currently plan to attend the World Color Press special meeting in person.

Q3:  What will I receive in the arrangement?

        A:    Each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of class A stock of Quad/Graphics equal to the Share Exchange Ratio (as defined below). Upon completion of the arrangement, Quad/Graphics' shareholders immediately prior to the closing of the arrangement will own approximately 60% of Quad/Graphics' outstanding stock and former World Color Press shareholders will own approximately 40% of the Quad/Graphics' outstanding stock. The shares of Quad/Graphics class A stock have one vote per share. The shares of Quad/Graphics class B stock and class C stock have 10 votes per share. Members of the Quadracci family, trusts for their benefit and other affiliates of Quad/Graphics are expected to hold more than 80% of the combined company's total voting power upon consummation of the arrangement.

        "Share Exchange Ratio" means a fraction (rounded to the nearest fourth decimal):

    the numerator of which is equal to the Arrangement Amount (as defined below), and

    the denominator of which is equal to the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

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        If the aggregate Equity Payment Amounts (as defined below) are equal to or less than $135.0 million, "Arrangement Amount" means the difference between:

    the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less

    the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics).

        If the aggregate Equity Payment Amounts exceed $135.0 million, the Arrangement Amount is adjusted in such a manner that the Share Exchange Ratio is proportionately reduced by the dollar amount that the Equity Payment Amounts exceed $135.0 million. In this circumstance, "Arrangement Amount" means an amount equal to the product of:

    the number of World Color Press common shares equal to:

    the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press), less

    a number of World Color Press common shares equal to the excess of the Equity Payment Amounts over $135.0 million divided by the "effective price" of the World Color Press common shares determined under the World Color Press indenture, dated as of July 21, 2009, between World Color Press and Computershare Trust Company of Canada creating the World Color Press warrants (sometimes referred to as the World Color Press warrant indenture),

        multiplied by

    a fraction

    the numerator of which is equal to the difference between (1) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less (2) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics), and

    the denominator of which is equal to the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

        "Equity Payment Amounts" means:

    the aggregate amount of cash paid or obligated to be paid to holders of World Color Press preferred shares in connection with the redemption of all such shares, to holders of World Color Press warrants in connection with the cancellation of all of such warrants and to holders of World Color Press deferred share units and restricted share units, and

    the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement.

        Based on the foregoing, holders of World Color Press common shares will receive 40% of the outstanding stock of Quad/Graphics if the Equity Payment Amounts are $135.0 million or less. In the event that the aggregate Equity Payment Amounts exceed $135.0 million, the collective ownership

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percentage of the holders of World Color Press common shares will be reduced by the amount in which the aggregate Equity Payment Amounts exceed $135.0 million.

        Each outstanding World Color Press common share will also be entitled to a cash payment equal to:

    the amount, if any, by which $93,333,333 exceeds the Equity Payment Amounts, divided by

    the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

        This cash payment is sometimes referred to as the Common Cash Consideration.

        For examples of the Share Exchange Ratio and the Common Cash Consideration that would be paid per World Color Press common share based on a range of shares outstanding immediately prior to the completion of the arrangement and certain other variables, see "The Arrangement Agreement—Consideration to be Received Pursuant to the Arrangement" beginning on page 107.

        Quad/Graphics will not issue fractional shares pursuant to the arrangement. As a result, the total number of shares of Quad/Graphics class A stock that each holder of World Color Press common shares would otherwise receive pursuant to the arrangement will be rounded down to the nearest whole number, and each holder of World Color Press common shares will receive such whole number of shares of Quad/Graphics class A stock and a cash payment for the remaining fraction of a share of Quad/Graphics class A stock that such shareholder would otherwise receive, based on the average of the daily high and low sales price per World Color Press common share on the Toronto Stock Exchange on the last trading day before the closing date of the arrangement.

Q4:  Why have Quad/Graphics and World Color Press agreed to the arrangement?

        A:    World Color Press and Quad/Graphics believe that the arrangement will provide substantial strategic and financial benefits to their shareholders and customers. See "Summary—World Color Press' Reasons for the Arrangement" beginning on page 8 and "Summary—Quad/Graphics' Reasons for the Arrangement" beginning on page 9.

        Additional information on the reasons for the arrangement can be found beginning on page 77 for World Color Press and on page 93 for Quad/Graphics.

Q5:  When do you expect the arrangement to be completed?

        A:    Subject to receipt of the approval of World Color Press shareholders at the World Color Press special meeting, receipt of the approval of the transactions contemplated by the arrangement agreement by the Quad/Graphics shareholders and the timely receipt of necessary regulatory approvals, and approval of the Québec Superior Court, we hope to complete the arrangement in the summer of 2010. However, we cannot predict when regulatory approvals will be obtained or whether regulatory, shareholder or court approvals will be received. In addition, other factors outside of our control could require us to complete the arrangement at a later time or not to complete it at all. For a discussion of the conditions to the completion of the arrangement, see "The Arrangement Agreement—Conditions" beginning on page 127.

Q6:  How will my proxy be voted?

        A:    If you vote by telephone or by the Internet or by completing, signing, dating and returning your signed proxy card(s), your proxy will be voted in accordance with your instructions.

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        If you are a registered shareholder of World Color Press common shares or World Color Press preferred shares and submit your proxy but do not indicate how you want to vote, your shares will be voted FOR the arrangement resolution. If other matters are properly brought before the World Color Press special meeting, or any adjourned meeting, your proxy provides for discretionary authority on the part of the individuals appointed to vote your shares to act on those matters according to their best judgment unless you direct that discretionary authority is not conferred on such individuals.

Q7:  May I vote in person?

        A:    Yes. If you are a registered shareholder of World Color Press common shares or World Color Press preferred shares as of May 17, 2010, you may attend the World Color Press special meeting and vote your shares in person, instead of submitting your proxy by telephone or by the Internet or returning your signed proxy card(s). However, we highly recommend that you vote in advance by submitting your proxy by telephone, via the Internet or by mail, even if you plan to attend the World Color Press special meeting. If your shares are held in "street name" by your broker or other intermediary, and you wish to attend the meeting in person, follow the instructions provided to you by or on behalf of your broker or intermediary.

Q8:  What vote is required to approve the arrangement resolution at the World Color Press special meeting?

        A:    The arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present and at least two-thirds of the votes cast by the holders of World Color Press common shares and the holders of World Color Press preferred shares, voting together as a single class, are cast in favor of the arrangement resolution.

        Each World Color Press common share has one vote and each World Color Press preferred share has 1.0851 votes on the arrangement resolution.

Q9:  If I am a registered holder of my shares, what happens if I don't submit a proxy (whether by returning my proxy card(s) or submitting my proxy by telephone or via the Internet) or attend the World Color Press special meeting to vote in person?

        A:    If you do not return your proxy card(s) or submit your proxy by telephone or via the Internet or vote in person at World Color Press' special meeting, your vote will not be counted.

Q10:  What if I am a non-registered shareholder?

        A:    If some or all of your World Color Press common shares or preferred shares are not registered in your name, but rather are held in "street name" by your broker or other intermediary, you must provide your broker or other intermediary with instructions on how to vote your shares; otherwise, your broker or other intermediary will not be able to vote your shares on the arrangement resolution at the World Color Press special meeting.

        As a result of the foregoing, please be sure to provide your broker or other intermediary with instructions on how to vote your shares. Please check the voting form used by your broker or other intermediary to see if it offers telephone or Internet submission of proxies. If you wish to attend the World Color Press special meeting in person, follow the instructions provided to you by or on behalf of your broker or intermediary. See "The Special Meeting of World Color Press Shareholders—Non-Registered Shareholders" beginning on page 64, for more information.

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Q11:  Who will count the votes?

        A:    Representatives of Computershare Investor Services Inc. will serve as inspector of elections, count all the proxies or ballots submitted and report the votes at the World Color Press special meeting. Computershare Investor Services Inc. will hold your vote in confidence. Whether you vote your shares by Internet, telephone or mail, your vote will be received directly by Computershare Investor Services Inc.

Q12:  Can I revoke my proxy and change my vote?

        A:    Yes. If you are a registered holder of World Color Press common shares or preferred shares, your proxy can be revoked in several ways:

    by entering a new vote by telephone or the Internet prior to 5:00 p.m. (Eastern Time) on June 22, 2010;

    by executing, or having your attorney (who must be authorized in writing) execute, a written revocation of your proxy and delivering it to the World Color Press Corporate Secretary or the offices of Computershare Investor Services Inc. at the address referred to above, at any time up to and including 5:00 p.m. (Eastern Time) on the last business day preceding the date of the World Color Press special meeting, or any adjournment of the World Color Press special meeting, or to the chairman of the World Color Press special meeting at any time before the World Color Press special meeting or any adjournment of the World Color Press special meeting;

    by completing and submitting, or having your attorney (who must be authorized in writing) complete and submit, a later-dated proxy card no later than 5:00 p.m. (Eastern Time) on June 22, 2010; or

    by attending the World Color Press special meeting and voting your shares in person. Your attendance at the World Color Press special meeting alone will not revoke your proxy. You must also vote at the World Color Press special meeting in order to revoke a previously submitted proxy.

        You may also revoke your proxy in any other manner permitted by law.

        However, if your shares are not registered in your name, but rather they are held in "street name" through a bank, broker, custodian or other record holder or intermediary, you must check with your bank, broker, custodian or other record holder or intermediary to determine how to revoke your proxy.

Q13:  When and where is the special meeting?

        A:    The World Color Press special meeting will take place on June 25, 2010, at 1:00 p.m., local time, at the Toronto Airport Marriott, 901 Dixon Road, in Toronto, Ontario, Canada.

Q14:  What must I bring to attend the special meeting?

        A:    Admittance to the World Color Press special meeting will be limited to World Color Press common and preferred shareholders or their respective proxy holders, the officers, directors, auditors and advisors of World Color Press, representatives and advisors of Quad/Graphics, Ernst & Young Inc., in its capacity as court-appointed monitor for World Color Press' bankruptcy proceedings, the "Director" appointed under the CBCA and other persons who may receive the permission of the Chair of the World Color Press special meeting.

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Q15:  Should I send in my stock certificates now?

        A:    You are not required to send your share certificates to validly cast your vote in respect of the arrangement resolution. Accompanying this proxy circular/prospectus are letters of transmittal that contain instructions explaining the procedures for surrendering the World Color Press share certificates in exchange for the consideration payable in the arrangement. If you are a non-registered shareholder, you should carefully follow the instructions from the intermediary that holds World Color Press shares on your behalf in order to submit your World Color Press shares.

Q16:  Are there risks I, as a World Color Press shareholder, should consider in deciding to vote on the approval of the arrangement resolution?

        A:    Yes, in evaluating the arrangement resolution and the arrangement, you should carefully read this proxy circular/prospectus, including the factors discussed in the section titled "Risk Factors" beginning on page 28 of this proxy circular/prospectus.

Q17:  Who can answer any questions I may have about the World Color Press special meeting or the arrangement?

        A:    World Color Press shareholders may call Laurel Hill Advisory Group (sometimes referred to as Laurel Hill), World Color Press' proxy solicitor for the special meeting, toll free at 1-877-304-0211.

Q18:  What are the income tax consequences of the arrangement?

        A:    It is expected that the conversion of the World Color Press common shares into Quad/Graphics class A stock will be a fully taxable transaction to holders of World Color Press common shares for both United States federal income tax purposes and Canadian federal income tax purposes. Additionally, there are other United States federal income tax and Canadian tax considerations that you should consider and discuss with your own tax advisor. Please see "Risk Factors—Risks Relating to the Arrangement" beginning on page 30 and the discussion under "Material United States Federal Income Tax Considerations" beginning on page 133 and under "Material Canadian Federal Income Tax Considerations" beginning on page 139 for more information.

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RISK FACTORS

        World Color Press shareholders should carefully consider the following factors and the other information contained in or incorporated by reference into this proxy circular/prospectus, before voting at the World Color Press special meeting.


Risks Relating to the Arrangement

Because the Share Exchange Ratio will be determined only at closing, World Color Press shareholders cannot be sure of the precise value of the transaction consideration they will receive.

        Under the terms of the arrangement agreement, the Share Exchange Ratio, which is the amount of Quad/Graphics class A stock that will be received by World Color Press shareholders for each World Color Press common share, is determined by a number of factors, including the number of World Color Press common shares and Quad/Graphics stock outstanding immediately prior to the consummation of the arrangement. There are currently warrants and preferred shares outstanding that could be exercised or converted to acquire World Color Press common shares prior to the consummation of the arrangement that would result in an increase to the number of World Color Press common shares outstanding immediately prior to the consummation of the arrangement. In addition, Quad/Graphics agreed to provide at least $93,333,333 to World Color Press to purchase any warrants not converted into World Color Press common shares and to fund redemptions of or payments due on other equity-based securities not converted into or settled with World Color Press common shares. If less than $93,333,333 is needed to make such purchases, redemptions and payments, the remainder will be distributed to World Color Press common shareholders as the aggregate Common Cash Consideration; alternatively, if more than $93,333,333 is needed to make such purchases, redemptions and payments, there will be no Common Cash Consideration. If more than $135.0 million is needed to make such purchases, redemptions and payments, however, the amount of Quad/Graphics class A stock to be received by World Color Press common shareholders for each World Color Press common share will be reduced. The amount needed to make such purchases, redemptions and payments depends on the value of the World Color Press common shares as determined at the effective time of the arrangement. In light of these uncertainties, World Color Press common shareholders will not be able to calculate the precise value of the consideration that they will receive upon completion of the arrangement. These factors, moreover, are largely beyond the parties' control and could negatively impact the value of the consideration World Color Press common shareholders will receive.

The synergies expected to be produced may not be realized or may require Quad/Graphics after the consummation of the arrangement (sometimes referred to as the "combined company") to incur additional costs that may adversely affect the value of Quad/Graphics' common stock.

        The success of the transaction will depend, in part, on Quad/Graphics' ability to realize the synergies expected to be produced from integrating World Color Press' businesses with Quad/Graphics' existing business due to capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings, and consolidation of corporate headquarters, among other areas. Quad/Graphics has identified approximately $225 million of pre-tax annualized synergies that could be realized within 24 months after the consummation of the arrangement.

        Quad/Graphics' management estimates that the total cost to Quad/Graphics (and ultimately the combined company) of achieving the synergies will be approximately $195 to $240 million in integration costs, most of which Quad/Graphics believes will be incurred in the first 24 months after the consummation of the arrangement. Quad/Graphics' estimates are based on a number of assumptions, including, but not limited to, assumptions relating to plant rationalization, plant and equipment utilization, selling, general and administrative expense savings, logistic and distribution savings, and purchasing and supply chain efficiencies, which may prove incorrect. Management of World Color Press

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believes that the expected synergies to be realized as a result of the arrangement will be higher than the estimates of Quad/Graphics' management noted above. See "The Arrangement—Estimated Potential Synergies Attributable to the Arrangement" beginning on page 95 for additional information.

        The combined company also may incur additional and/or unexpected costs in order to realize the anticipated synergies. While Quad/Graphics' management believes that the synergies are achievable, the combined company may be unable to realize all of the synergies within the time frame expected or at all. The integration process will be complex, costly and time-consuming. The difficulties of integrating World Color Press' businesses may include, among others:

    unanticipated issues in integrating manufacturing, logistics, information, communications, and other systems;

    unanticipated changes in applicable laws and regulations;

    failure to retain key employees, which might adversely affect operations and the ability to retain other employees;

    failure to retain customers; and

    other unanticipated issues, expenses and liabilities.

        The combined company may not accomplish the integration of World Color Press' businesses smoothly, successfully or within the anticipated cost range or timeframe. The diversion of the attention of the combined company's management from the combined company's current operations to the integration effort and any difficulties encountered in combining operations could prevent the combined company from realizing the full benefits anticipated to result from the arrangement and could adversely affect its business.

The arrangement agreement limits World Color Press' ability to pursue alternatives to the transaction.

        The arrangement agreement contains provisions that make it more difficult for World Color Press to sell its business to a party other than Quad/Graphics. These provisions include the general prohibition on World Color Press taking certain actions that might lead to or otherwise facilitate an acquisition proposal (as defined in the section titled "The Arrangement Agreement—Covenants—No Solicitation" beginning on page 118 of this proxy circular/prospectus) and the requirement that World Color Press pay Quad/Graphics a termination fee of $40 million or reimburse Quad/Graphics for up to $20 million of its costs incurred in connection with the transaction if the arrangement agreement is terminated in specified circumstances. See, "The Arrangement Agreement—Termination of Arrangement Agreement" beginning on page 128 of this proxy circular/prospectus.

        These provisions might discourage a third party that might have an interest in acquiring all or a significant part of stock, properties or assets of World Color Press from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share value than the current proposed transaction consideration.

Directors and executive officers of World Color Press may have potential conflicts of interest in connection with the transaction.

        Some of the directors and executive officers of World Color Press have interests in the arrangement that are different from, or are in addition to, the interests of World Color Press' shareholders generally. These interests may create potential conflicts of interest. These interests may include positions as directors or executive officers of the combined company, potential benefits under employment or benefit arrangements that may be available as a result of the arrangement and in conjunction with other events, potential payment or accelerated vesting of or distribution of rights or benefits under certain of their respective compensation and benefit plans or arrangements as a result of

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the arrangement, potential severance and other benefit payments in the event of termination of employment in connection with the arrangement, and the right to continued indemnification and insurance coverage by the combined company for acts or omissions occurring prior to the closing of the arrangement. See "The Arrangement—Interests of World Color Press' Directors and Executive Officers in the Arrangement" beginning on page 99 of this proxy circular/prospectus.

The announcement and pendency of the transaction could have an adverse effect on Quad/Graphics' and World Color Press' respective businesses, financial conditions, results of operations or business prospects and on World Color Press' stock price.

        The announcement and pendency of the transaction could disrupt Quad/Graphics' and World Color Press' businesses in the following ways, among others:

    Quad/Graphics and World Color Press employees may experience uncertainty regarding their future roles with the combined company, which might adversely affect Quad/Graphics' and World Color Press' ability to retain, recruit and motivate key personnel;

    the attention of Quad/Graphics and World Color Press management may be directed towards the completion of the transaction and transaction-related considerations and may be diverted from the day-to-day business operations of Quad/Graphics and World Color Press, respectively, and matters related to the transaction may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Quad/Graphics or World Color Press; and

    customers, suppliers and other third parties who have business relationships with Quad/Graphics or World Color Press may decide not to renew such relationships or seek to terminate, change and/or renegotiate their relationships with Quad/Graphics or World Color Press as a result of the transaction, whether pursuant to the terms of their existing agreements with Quad/Graphics or World Color Press or otherwise.

        Any of these matters could adversely affect the respective businesses, financial condition, results of operations or business prospects of Quad/Graphics and World Color Press and World Color Press' stock price.

Failure to complete the transaction could negatively impact the stock price and the future business and financial results of World Color Press.

        If the arrangement is not completed, the ongoing business of World Color Press may be adversely affected and, without realizing any of the benefits of having completed the arrangement, World Color Press will be subject to a number of risks, including the following:

    World Color Press may be required to pay Quad/Graphics a termination fee of $40 million if the arrangement is terminated under certain circumstances, as described in the arrangement agreement and summarized in this proxy circular/prospectus;

    World Color Press may be required to reimburse Quad/Graphics for its expenses up to $20 million if the arrangement agreement is terminated under certain circumstances, including, among others, due to World Color Press' failure to obtain the approval of the arrangement resolution, as described in the arrangement agreement and summarized in this proxy circular/prospectus;

    World Color Press may be required to pay certain costs relating to the arrangement, even if the arrangement is completed;

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    under the arrangement agreement, World Color Press is subject to certain restrictions on the conduct of its business prior to completing the arrangement, which may affect its ability to execute certain of its business strategies; and

    matters relating to the arrangement (including integration planning) may require substantial commitments of time and resources by World Color Press management, which could otherwise have been devoted to other opportunities that may have been beneficial to World Color Press as an independent company.

There is no existing market for Quad/Graphics' class A stock, and Quad/Graphics does not know if one will develop to provide World Color Press shareholders with adequate liquidity. Quad/Graphics' stock price will fluctuate after the completion of the arrangement, and as a result, World Color Press shareholders could lose a significant part or all of their investment.

        There has not been a public market for Quad/Graphics class A stock and none will exist prior to the consummation of the arrangement. Quad/Graphics intends to apply to list its class A stock on the NYSE or NASDAQ under the symbol "QGI" or "QGIX" but cannot predict the extent to which investor interest in Quad/Graphics will lead to the development of an active trading market for its class A stock on the NYSE or NASDAQ or otherwise or how liquid that market might become. If an active trading market does not develop, shareholders of the combined company may have difficulty selling any Quad/Graphics class A stock. Consequently, shareholders of the combined company may not be able to sell shares of Quad/Graphics class A stock at prices equal to or greater than the price as of the consummation of the arrangement.

        The stock price of the Quad/Graphics class A stock may be volatile and subject to wide fluctuations. In addition, the trading volume of Quad/Graphics class A stock may fluctuate and cause significant price variations to occur. The factors that could cause fluctuations in the stock price or trading volume of the Quad/Graphics class A stock include:

    General market and economic conditions, including market conditions in the commercial printing industry;

    Actual or expected variations in quarterly results of operations;

    Differences between actual results of operations and those expected by investors and securities analysts;

    Changes in recommendations by securities analysts;

    Operations and stock performance of industry participants;

    Accounting charges, including charges relating to the impairment of long-lived assets, including goodwill;

    Significant acquisitions or strategic alliances by the combined company or by competitors;

    Sales of Quad/Graphics' common stock, including sales by Quad/Graphics' directors and officers or significant investors;

    Historical light trading volume with respect to World Color Press common shares;

    The number of shares of Quad/Graphics class A stock held in escrow as a result of World Color Press common shares held in escrow as of the closing date of the arrangement;

    Recruitment or departure of key personnel; and

    Loss of key customers.

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There can be no assurance that the stock price of the Quad/Graphics class A stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to the combined company's operating performance.

Quad/Graphics will incur additional indebtedness in connection with the arrangement.

        As of December 31, 2009, Quad/Graphics and World Color Press had a combined unaudited debt balance of approximately $1.4 billion (including, with respect to Quad/Graphics, $823.3 million aggregate amount of senior notes and other debt outstanding that is expected to remain outstanding after the consummation of the arrangement). Quad/Graphics has obtained $1.23 billion of committed financing in connection with the arrangement, which Quad/Graphics may draw on to fund transaction-related cash payments, refinance Quad/Graphics' existing revolving credit facility, refinance World Color Press' existing debt, fund expenses incurred in connection with the arrangement, fund repayment of certain other World Color Press obligations and fund the working capital needs of the combined company. The combined company may also incur additional indebtedness in the future for corporate purposes. Any borrowings will require the combined company to use a portion of its cash flow to service principal and interest payments and thus will limit the free cash flow available for other desirable business opportunities.

Quad/Graphics will incur significant transaction costs in connection with the arrangement.

        Quad/Graphics expects to incur significant transaction costs, which it currently estimates to be approximately $114 million, including World Color Press' transaction costs up to the consummation of the arrangement, in connection with the arrangement. The substantial majority of these costs will be non-recurring expenses related to the arrangement, including professional fees and other non-recurring expenses. As these transaction costs are non-recurring, these costs and expenses are not reflected in the pro forma statement of operations included in this proxy circular/prospectus. An estimate of these costs is reflected in the pro forma balance sheet.

The regulatory approvals required for the completion of the arrangement may not be obtained, or may contain materially burdensome conditions that could have an adverse effect on the combined company.

        Completion of the arrangement is conditional upon the receipt of certain regulatory approvals, including, without limitation, the expiration or termination of the applicable waiting periods under the HSR Act in the United States, approval by the Minister under the Investment Canada Act in Canada and the approval of the Québec Superior Court. Quad/Graphics and World Color Press received a no action letter and waiver of the filing requirement under the Canadian Competition Act on March 25, 2010. The applicable waiting period under the HSR Act expired on March 29, 2010, and, on May 17, 2010, Quad/Graphics secured approval of the arrangement under the Investment Canada Act. Although Quad/Graphics and World Color Press have agreed to use their commercially reasonable efforts to obtain the remaining requisite governmental and court approvals, there can be no assurance that these approvals will be obtained. In addition, the governmental authorities from which these approvals are required may impose conditions on the completion of the arrangement or require changes to the terms of the arrangement. If, although it is not required under the arrangement agreement to do so, Quad/Graphics agrees to such conditions in order to obtain any approvals required to complete the arrangement, then the business and results of operations of the combined company may be adversely affected.

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Holders of class A stock will not be able to independently elect directors of the combined company or control any of the combined company's management policies or business decisions or its decisions to issue additional shares, declare and pay dividends or enter into corporate transactions because the holders of class A stock will have substantially less voting power than the holders of class B stock, all of which is owned by certain members of the Quadracci family, trusts for their benefit or other affiliates of Quad/Graphics, whose interests may be different from the holders of class A stock.

        Quad/Graphics' stock is divided into three classes of common stock: class A stock, class B stock and class C stock. Upon consummation of the arrangement, the class B stock and the class C stock each will have 10 votes per share on all matters and the class A stock will be entitled to one vote per share. Based on currently available information (including the number of World Color Press common shares and Quad/Graphics shares outstanding) and assuming that all outstanding World Color Press preferred shares are converted to World Color Press common shares, no World Color Press warrants are exercised for World Color Press common shares and that the adjustment amount under the arrangement agreement is zero, the class B stock will constitute about 81% of the combined company's total voting power. As a result, holders of class B stock will be able to exercise a controlling influence over the combined company's business, will have the power to elect its directors and will indirectly control decisions such as whether to issue additional shares, declare and pay dividends or enter into corporate transactions. All of the class B stock is owned by certain members of the Quadracci family, trusts for their benefit or other affiliates of Quad/Graphics, whose interests may differ from the interests of the holders of class A stock.

        Approximately 80% of the outstanding class B stock is held of record by the Quad/Graphics voting trust. Under the assumptions described in the preceding paragraph, the class B stock held pursuant to the Quad/Graphics voting trust will constitute about 65% of the combined company's total voting power. This ownership position may increase if other members of the Quadracci family enter into the voting trust agreement, and the voting power relating to this ownership position may increase if shares of the class B stock held by shareholders who are not parties to the voting trust agreement are converted into shares of class A stock. The trustees of the Quad/Graphics voting trust have the authority to vote the stock held by the Quad/Graphics voting trust. Accordingly, the trustees of the Quad/Graphics voting trust will be able to exercise a controlling influence over the combined company's business, will have the power to elect its directors and will indirectly control decisions such as whether to issue additional shares, declare and pay dividends or enter into corporate transactions.

Quad/Graphics is expected to be a controlled company within the meaning of the rules of the NYSE or NASDAQ and, as a result, it will rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

        Upon consummation of the arrangement, the Quad/Graphics voting trust will own more than 50% of the total voting power of Quad/Graphics stock, and, as a result, Quad/Graphics may be a controlled company under the corporate governance listing standards of the NYSE or NASDAQ. As a controlled company, an exception under the listing standards would exempt Quad/Graphics from the obligation to comply with certain of the applicable exchange's corporate governance requirements, including the requirements:

    that a majority of Quad/Graphics' board of directors consist of independent directors, as defined under the rules of the exchange;

    that Quad/Graphics have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    that Quad/Graphics have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

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Accordingly, for so long as Quad/Graphics is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE or NASDAQ.

Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement and may not pay dividends.

        Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement. Any determination to pay dividends in the future will be at the discretion of the combined company's board of directors and will depend upon the combined company's results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, rule or regulation, business and investment strategy, and other factors that the combined company's board of directors deems relevant. If the combined company does not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price. There is no guarantee that the combined company's common stock will appreciate in value or maintain its value.

Sales of shares of Quad/Graphics' class A stock eligible for public sale after completion of the transaction could adversely affect the stock price.

        A substantial number of shares of Quad/Graphics class A stock will be held by a small number of shareholders. A decision by one or more of these shareholders to sell or potentially sell a substantial number of shares of Quad/Graphics' class A stock in the public market could depress the market price of Quad/Graphics' class A stock at such time and could then impair the ability of the combined company to raise capital through the sale of additional securities.

The measurement of World Color Press' assets and liabilities at fair value reflected in the unaudited pro forma condensed combined financial data contained elsewhere in this proxy circular/prospectus is preliminary, and the adjustment upon the completion of the final valuation of World Color Press after the transaction may be materially different from what is reflected therein.

        The measurement of World Color Press' assets and liabilities at fair value reflected in the unaudited pro forma condensed combined financial data contained elsewhere in this proxy circular/prospectus is preliminary. For the purposes of the unaudited pro forma condensed combined financial data prepared using U.S. GAAP and based on U.S. GAAP historical financial information, Quad/Graphics has made a preliminary estimate of the purchase price compared to a preliminary estimate of the fair value of World Color Press' net assets expected to be acquired in the arrangement, as if the arrangement had been consummated on December 31, 2009. When the actual calculation of the purchase price and the fair value of the net assets acquired is performed, it will be based on the actual purchase price, actual net assets assumed at the effective date of the arrangement and other information at that date to support the fair values of World Color Press' assets and liabilities. Accordingly, the actual amounts of net assets will vary from the pro forma amounts, and the final valuation of World Color Press may be materially different from what is reflected in the unaudited pro forma condensed combined financial data contained in this proxy circular/prospectus. See "Selected Historical and Unaudited Pro Forma Financial Information—Selected Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 19 of this proxy circular/prospectus.

Shareholders of the combined company may experience dilution of their ownership interests due to the future issuance of additional shares of stock of the combined company which could have an adverse effect on the price of the combined company's stock.

        The combined company may in the future issue additional shares of its stock which could result in the dilution of the ownership interests of its shareholders. Upon consummation of the arrangement, the

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combined company will be authorized to issue 80 million shares of class A stock, 80 million shares of class B stock, 20 million shares of class C stock and 500,000 shares of preferred stock. Upon consummation of the arrangement, based on currently available information (including the number of World Color Press common shares and shares of Quad/Graphics stock outstanding as of April 30, 2010) and assuming that the Equity Payment Amounts are $135.0 million or less, the combined company is expected to have outstanding approximately 31.6 million shares of class A stock, 15.0 million shares of class B stock, 250,000 shares of class C stock and no shares of preferred stock. The shares of class B stock and class C stock may be converted at any time into shares of class A stock on a one-for-one basis. The potential issuance of additional shares of stock may create downward pressure on the trading price of the combined company's stock. The combined company may also issue additional shares of its stock in connection with the hiring or compensation of personnel or directors, future acquisitions, future issuance of its securities for capital raising purposes or for other business purposes.

Certain financial projections considered by World Color Press, Morgan Stanley and Quad/Graphics may not be realized, which may adversely affect the market price of Quad/Graphics class A stock following the consummation of the arrangement.

        In arriving at its opinion regarding the fairness from a financial point of view of the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement, Morgan Stanley relied upon, without independent verification, the accuracy and completeness of the information that was made available to Morgan Stanley by Quad/Graphics and World Color Press. See "The Arrangement—Projected Financial Information" beginning on page 96 of this proxy circular/prospectus. These financial projections were prepared by, or as directed by, the managements of Quad/Graphics and World Color Press and were also considered by World Color Press' and Quad/Graphics' boards of directors. None of these financial projections was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, the American Institute of Certified Public Accountants regarding projections and forecasts, rules of the Canadian securities regulatory authorities with respect to forward-looking information and future-oriented financial information or the recommendations or guidelines established by the Canadian Institute of Chartered Accountants with respect to future-oriented financial information. The financial projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Quad/Graphics and World Color Press. Accordingly, there can be no assurance that Quad/Graphics' or World Color Press' financial condition or results of operations will not be significantly worse than those set forth in such projections. Significantly worse financial results could have a material adverse effect on the market price of Quad/Graphics class A stock following the consummation of the arrangement.

Certain Canadian income tax considerations relating to the "offshore investment fund property" rules which may apply to Quad/Graphics shareholders.

        The March 4, 2010 Canadian Federal Budget (sometimes referred to as the 2010 Federal Budget) proposed to replace the draft "foreign investment entities" rules in their entirety, reverting back to the current offshore investment fund property rules (sometimes referred to as the OIFP Rules) with a few modifications. The Quad/Graphics class A stock may be an offshore investment fund property for the purposes of the OIFP Rules. If Quad/Graphics class A stock constitutes an offshore investment fund property, there may be certain adverse Canadian income tax consequences for Canadian residents who hold Quad/Graphics class A stock if a test called the One of the Main Reasons Test is satisfied. For a description of this test and additional information, see "Material Canadian Federal Income Tax Considerations—Offshore Investment Fund Property Rules" beginning on page 144.

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Risks Relating to the Business of the Combined Company

The combined company is expected to operate in a highly competitive industry.

        The industry in which Quad/Graphics and World Color Press operate, and in which the combined company will operate, is highly competitive. The printing industry, with nearly 30,000 companies in the United States, is highly fragmented. Although there has been industry consolidation, particularly in the past decade, the largest 400 printers still represent only 35% of the market, according to the Printing Impressions PI400 and the Printing Industries of America/Graphic Arts Technical Foundation (sometimes referred to as PIA/GATF) 2008 Print Market Atlas. Quad/Graphics and World Color Press compete for commercial business not only with large and mid-sized printers, but also with smaller regional printers. In certain circumstances, due primarily to factors such as freight rates and customer preference for local services, printers with better access to certain regions of a given country may be preferred by customers in such regions. The combined company is also expected to face competition from alternative sources of communication, including email, the internet, electronic readers, interactive television and electronic retailing.

        In recent years, the printing industry has experienced a reduction in demand for printed materials and excess capacity. Printing industry revenues may continue to decrease in the future. Some of the industries that Quad/Graphics and World Color Press service have been subject to consolidation efforts, leading to a smaller number of potential customers. Furthermore, if the smaller customers of the combined company are consolidated with larger companies using other printing companies, the combined company could lose its customers to competing printing companies.

        The printing industry is highly competitive and expected to remain so. Any failure on the part of the combined company to compete effectively in the markets it serves could have a material adverse effect on its results of operations, financial condition or cash flows and could require changes to the way it conducts its business or require it to reassess strategic alternatives involving its operations.

The combined company may not be able to improve its operating efficiency rapidly enough to meet market conditions.

        Because the markets in which the combined company is expected to compete are highly competitive, the combined company will need to continue to improve its operating efficiency in order to maintain or improve its profitability. There is no assurance that the combined company will be able to do so in the future. In addition, the need to reduce ongoing operating costs may result in significant up-front costs to reduce workforce, close or consolidate facilities, or upgrade equipment and technology.

A significant portion of the combined company's revenues are expected to be derived from long-term contracts with customers, which may not be renewed on similar terms and conditions or may not be renewed at all. The failure to renew or be awarded such contracts could materially adversely affect the combined company's results of operations, financial condition and cash flows.

        Quad/Graphics and World Color Press have derived a significant portion of their respective revenues from long-term contracts with important customers. It is possible that the completion of the arrangement could result in the combined company's loss of important customers or in the nonrenewal of such contracts. If the combined company loses important customers, is unable to renew such contracts on similar terms and conditions, or at all, or is not awarded new long-term contracts with important customers in the future, its results of operations, financial condition and cash flows may be adversely affected.

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Changes in postal rates, postal regulations and postal services may adversely impact demand for the combined company's products and services.

        Postal costs are a significant component of the cost structures of many of the anticipated customers of the combined company and postal rate changes can influence the number of pieces that these customers will be willing to mail. Any resulting decline in print volumes mailed could have an adverse effect on the business of the combined company. In addition, integrated distribution with the postal service is expected to be an important component of the business of the combined company. Any change in the current service levels provided by the postal service could impact the demand that customers have for print services. The United States Postal Service has reported net losses in the last three fiscal years and has estimated a net loss for its current fiscal year and, as a result, may come under increased pressure to adjust its postal rates and service levels.

The current recessionary global market and economic conditions and the effects of these conditions on the combined company's customers may adversely affect the combined company's results of operations.

        The challenges posed by the economy throughout 2009 are expected to remain in 2010, impacting the combined company's results of operations in 2010. The general economic difficulties continue to impact all of the customers in all of the geographies the combined company is expected to serve. Economic difficulties may also result in restructuring actions and associated expenses and impairment of long-lived assets, including goodwill and other intangibles. Uncertainty about future economic conditions makes it difficult to forecast results of operations and to make decisions about future investments. Delays or reductions in customers' spending are expected to have an adverse effect on demand for the combined company's products and services, and consequently its results of operations, financial position and cash flow, and those adverse affects could be material. Economic downturns may affect the combined company's credit ratings, which, if downgraded, could impact its ability to borrow and cause its borrowing costs to increase.

Pricing and demand for the combined company's printing services may fluctuate significantly based on factors outside of its control.

        Pricing and demand for printing services have fluctuated significantly in the past, have declined significantly in recent years and may continue to decline from current levels. Any increases in the supply of printing services or decreases in demand could cause prices to continue to decline, and prolonged periods of low prices, weak demand and/or excess supply could have a material adverse effect on the combined company's business growth, results of operations and liquidity.

The combined company's revenue is expected to be subject to cyclical and seasonal variations and may fluctuate significantly based on factors outside of its control.

        The business in which the combined company will operate is sensitive to general economic cycles and may be adversely affected by the cyclical nature of the markets it serves, as well as by local, regional, national and global economic conditions. The combined company's business operations are expected to be seasonal, as has been the case for Quad/Graphics' and World Color Press' independent businesses. Quad/Graphics and World Color Press have recognized the majority of their respective historical operating income during the past five years in the third and fourth quarters of the financial year, primarily as a result of the higher number of magazine pages and back-to-school, retail and holiday catalog promotions occurring during these periods. Within any year, this seasonality could adversely affect the combined company's cash flows and results of operations.

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Technological changes may adversely affect the combined company's products and services and may require the combined company to make capital expenditures to maintain its platforms and processes and to remain technologically and economically competitive, which may increase its costs or disrupt its operations.

        Technological changes continue to increase the accessibility and quality of electronic alternatives to traditional delivery of printed documents through the online distribution and hosting of media content and the electronic distribution of documents and data. The acceleration of consumer acceptance of such electronic media, as an alternative to print materials, may decrease the demand for the combined company's printed products or result in reduced pricing for the its printing services.

        Because production technologies continue to evolve, Quad/Graphics and World Color Press have had to make significant capital expenditures to develop and maintain their respective platforms and processes, and the combined company is expected to be required to make capital expenditures to maintain its platforms in the future. The combined company also may be required to make capital expenditures and successfully develop and integrate new technologies to remain technologically and economically competitive. If the combined company cannot obtain adequate capital or does not respond adequately to the need to develop and integrate changing technologies in a timely manner, its results of operations, financial condition or cash flows may be adversely affected.

The combined company may be adversely affected by increases in its operating costs, including the cost and availability of raw materials, labor-related costs, fuel and other energy costs and freight rates.

        Quad/Graphics and World Color Press have used, and the combined company is expected to use, paper, ink and energy as their primary raw materials. The price of such raw materials has fluctuated over time and has caused fluctuations in Quad/Graphics' and World Color Press' respective net sales and cost of sales. This volatility may continue and may cause fluctuations in the combined company's net sales and cost of sales, and the combined company may experience increases in the costs of its raw materials in the future as prices in the overall paper, ink and energy markets are expected to remain beyond its control.

        In general, Quad/Graphics and World Color Press have been able to pass along increases in the cost of paper to many of their respective customers. If the combined company is unable to continue to pass along increases in the cost of paper to its customers, future increases in these items would adversely affect its margins and profits. If the combined company passes along increases in the cost of paper and the price of the combined company's services increases as a result, customer demand could be adversely affected and thereby negatively impact the combined company's financial performance.

        Quad/Graphics and World Color Press have less frequently been able to pass along increases in the cost of ink and energy to their respective customers. If the combined company is unable to pass along increases in the cost of ink and energy, future increases in these items would adversely affect its margins and profits. If the combined company is able to pass along increases in the costs of ink and energy and the price of the combined company's services increases as a result, customer demand could be adversely affected and thereby negatively impact the combined company's financial performance.

        Due to the significance of paper in the combined company's business, it is expected to be dependent on the availability of paper. In periods of high demand, certain paper grades have been in short supply, including grades used in the businesses of Quad/Graphics and World Color Press. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of customers. Although Quad/Graphics and World Color Press generally have not experienced significant difficulty in obtaining adequate quantities of paper, unforeseen developments in the overall paper markets could result in a decrease in the supply of paper and could adversely affect the combined company's revenues or profits.

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        In addition, the combined company may not be able to resell waste paper and other by-products or the prices received for their sale may decline substantially.

        Labor represents a significant component of the respective cost structures of Quad/Graphics and World Color Press and is expected to represent a significant component of the cost structure of the combined company. Increases in wages, salaries and benefits, such as medical, dental, pension and other post-retirement benefits, may impact the combined company's financial performance. Changes in interest rates, investment returns or the regulatory environment may impact the amounts the combined company will be required to contribute to the pension plans that it will sponsor and may affect the solvency of its pension plans.

        Freight rates and fuel costs represent a significant component of the respective cost structures of Quad/Graphics and World Color Press and are expected to represent a significant component of the cost structure of the combined company. If the combined company is not able to pass along a substantial portion of increases in freight rates or in the price of fuel, these increases could adversely affect operating costs or customer demand and thereby negatively impact the combined company's financial performance.

Quad/Graphics' existing debt facilities include various covenants imposing restrictions that may affect the combined company's ability to operate its business.

        On September 1, 1995, as last amended on January 26, 2006, Quad/Graphics entered into a Senior Secured Note Agreement (sometimes referred to as the Master Note and Security Agreement) pursuant to which, Quad/Graphics has issued over time senior notes in an aggregate principal amount of $1.13 billion in various tranches. As of March 31, 2010, the borrowings outstanding under the Master Note and Security Agreement were $724.4 million. The Master Note and Security Agreement will remain outstanding after the consummation of the arrangement, and includes certain financial covenants, with all of the following terms as defined in such agreement. Among these covenants, Quad/Graphics must maintain the following:

    Consolidated net worth of at least $745.8 million as of March 31, 2010, with minimum requirements increasing by 40% of net income after tax distributions for each year (as of March 31, 2010, Quad/Graphics' consolidated net worth was $840.2 million); and

    A fixed charge coverage ratio of not less than 1.50 to 1.00 (for the rolling twelve month period ended March 31, 2010, Quad/Graphics' fixed charge coverage ratio was 2.47 to 1.00).

        As of and for the rolling twelve month period ended March 31, 2010, Quad/Graphics was in compliance with all of these, and all other, covenants under the Master Note and Security Agreement. While Quad/Graphics currently expects to be in compliance in future periods, there can be no assurance that financial covenants under the Master Note and Security Agreement will continue to be met. Quad/Graphics' failure to comply with these financial covenants could prevent Quad/Graphics from borrowing additional amounts and could result in a default under any of the other debt agreements of Quad/Graphics. Such default could cause the indebtedness outstanding under the Master Note and Security Agreement and other credit facilities, by virtue of cross-acceleration or cross-default provisions, to become immediately due and payable.

        In connection with the arrangement, on April 23, 2010, Quad/Graphics entered into a $1.23 billion debt financing agreement with certain lenders. This financing agreement includes a $700 million term loan and a $530 million revolving credit facility, and subjects Quad/Graphics to certain quarterly

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financial covenants, with all of the following terms as defined in the executed agreement. Among those covenants, Quad/Graphics is required to maintain the following:

    A maximum leverage ratio, defined as total debt to consolidated EBITDA (EBITDA as it is defined in the debt agreement), not in excess of 3.75 to 1.00, with a step down to 3.50 to 1.00 at December 31, 2012 and a further step down to 3.25 to 1.00 at December 31, 2013;

    A minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, of not less than 3.00 to 1.00, with a step up to 3.25 to 1.00 at December 31, 2011 and a further step up to 3.50 to 1.00 at December 31, 2012; and

    Consolidated net worth of at least $745.8 million plus 40% of consolidated net income cumulatively.

        The covenants also include certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. While Quad/Graphics currently expects to be in compliance with these expected covenants in future periods, there can be no assurance that they will be met.

World Color Press has significant liabilities with respect to its defined benefit pension plans and other postretirement benefits that could grow in the future and cause the combined company to incur additional costs.

        World Color Press sponsors defined benefit pension plans for employees in the United States and Canada. The majority of the plans' assets are held in North American and global equities and fixed income or debt securities. The asset allocation as of December 31, 2009 was approximately 62% equities, 35% debt securities and 3% other. World Color Press also maintains postretirement benefits for its employees.

        Following the recent declines in global equity markets, World Color Press had, as of December 31, 2009, underfunded pension and other postretirement benefit liabilities of approximately $310 million for its United States defined benefit plans and other postretirement benefits. Under current United States pension law, pension funding deficits are generally required to be funded over a seven-year period. Over the next two financial years, under current United States pension law, the contributions required to the United States plans are expected to total approximately $102 million.

        Following the recent declines in global equity markets, World Color Press had, as of December 31, 2009, an unfunded liability for pension and other postretirement benefits of approximately CAD$76 million in its Canadian defined benefit pension plans and other postretirement benefits. Under current Canadian legislation, pension solvency deficits are required to be funded over a ten-year period. Under the current funding rules in Canada, contribution requirements for the Canadian plans are expected to be approximately CAD$32 million over the next two financial years.

        World Color Press' pension deficits may increase or decrease depending on changes in the levels of interest rates, pension plan investment performance, pension legislation and other factors. Additional significant declines in global, and in particular North American, equity markets would increase, and possibly significantly increase, World Color Press' potential pension funding obligations. Any significant increase in World Color Press' required contributions could have a material adverse impact on the business, financial condition, results of operations and cash flows of the combined company.

        In addition to its single employer defined benefit plans, World Color Press also participates in multi-employer pension plans in the United States and Canada. Following the recent declines in the global equity markets, the financial condition of these plans has been negatively affected. World Color Press has received notice that certain plans in which it participates are in critical status, as defined in Section 432 of the Internal Revenue Code. As a result, World Color Press may be subject to increased

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contribution rates associated with these plans or other multi-employer pension plans suffering from declines in their funding levels.

        Furthermore, due to the fact that these multiemployer plans have unfunded vested benefits, World Color Press would be subject to a withdrawal liability under applicable law if it were to incur a complete or partial withdrawal from the plans in connection, for example, with a restructuring. In 2009, the plans provided estimates to World Color Press of its exposure, assuming a hypothetical immediate and complete withdrawal from the plans at the time of such estimates. Based on those plan estimates, the pre-tax withdrawal liability in that scenario could have been greater than $100 million in the aggregate. However, World Color Press is not able to determine the exact amount of its potential exposure with respect to multiemployer plans because the amount of that exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any triggering events and the funded status of the plans at that time. If, in the future, World Color Press withdraws from any of these plans, additional liabilities would need to be recorded. While it is possible that this would occur in the future, World Color Press has not made any decision to incur a partial or complete withdrawal from these plans.

The combined company may be adversely affected by strikes and other labor protests.

        As of February 10, 2010, World Color Press had a total of approximately 16,000 employees in the United States and Canada, of which approximately 34% were represented by a labor organization. None of Quad/Graphics' employees in North America were unionized.

        As of February 10, 2010, World Color Press had 36 collective bargaining agreements in Canada and the United States. As of December 31, 2009, Quad/Graphics had none in the United States or Canada. On May 5, 2009, various United States subsidiaries of World Color Press entered into a memorandum of understanding with the labor organizations representing certain of its employees in the United States. The memorandum of understanding memorialized wage and benefit concessions from such employees and is due to expire on December 31, 2010. Quad/Graphics' current intent is to negotiate with the appropriate labor organizations so that the expiration of the memorandum of understanding does not have a negative impact on the combined company's labor costs. Depending on the results of such negotiations, the wage and benefit concessions may expire and, in such event, would have a negative effect on the labor costs of the combined company.

        As of December 31, 2009, Quad/Graphics and World Color Press had approximately 4,600 employees outside of the United States and Canada, the majority of which are either governed by agreements that apply industry-wide, by a collective agreement or through works councils or similar arrangements.

        While Quad/Graphics' and World Color Press' relations with their respective employees are stable and there has not been any material disruption in operations resulting from labor disputes, the companies cannot be certain that they will be able to maintain a productive and efficient labor environment. The companies cannot predict the outcome of any future negotiations relating to the renewal of the collective bargaining agreements, nor can there be any assurance with certainty that work stoppages, strikes or other forms of labor protests pending the outcome of any future negotiations will not occur. A strike or other forms of labor protest affecting a series of major plants in the future could materially disrupt the combined company's operations and result in a material adverse impact on its financial condition, results of operations and cash flows, which could force the combined company to reassess its strategic alternatives involving certain of its operations.

The combined company may be adversely affected by interest rates, foreign exchange rates and credit risk.

        Following the completion of the arrangement, a significant portion of Quad/Graphics' borrowings under a credit agreement will be subject to variable interest rates. As a result, the combined company

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is expected to be exposed to market risks associated with fluctuations in interest rates, and increases in interest rates could adversely affect the combined company.

        Because a portion of the combined company's operations are expected to be outside the United States, significant revenues and expenses will be denominated in local currencies. Although operating in local currencies may limit the impact of currency rate fluctuations on the results of operations of the combined company's non-U.S. subsidiaries and business units, fluctuations in such rates may affect the translation of these results into the combined company's financial statements. To the extent revenues and expenses are not in the applicable local currency, the combined company may enter into foreign currency forward contracts to hedge the currency risk. There can be no assurance, however, that the combined company's efforts at hedging will be successful. There is always a possibility that attempts to hedge currency risks will lead to greater losses than predicted.

        The combined company will be exposed to risks of loss in the event of nonperformance by the combined company's customers. Some of the combined company's customers may be highly leveraged or otherwise subject to their own operating and regulatory risks. Even if the combined company's credit review and analysis mechanisms work properly, the combined company may experience financial losses in its dealings with customers and other parties. Any increase in the nonpayment or nonperformance by the combined company's customers could adversely affect the combined company's results of operations and financial condition.

The combined company and its facilities will be subject to various laws and regulations, including environmental and privacy laws and regulations, and will become subject to additional laws and regulations in the future, which may subject the combined company to material liability, require it to incur material costs or otherwise adversely affect its results of operations.

        The combined company is expected to use various materials in its operations that contain constituents considered hazardous or toxic under environmental laws and regulations. In addition, the combined company's operations will be subject to a variety of environmental laws and regulations relating to, among other things, air emissions, wastewater discharges and the generation, handling, storage, transportation and disposal of solid waste. Further, the combined company is expected to be subject to laws and regulations designed to reduce the probability of spills and leaks and requiring, in the event of a release, requiring an appropriate response to such an event. Permits are required for the operation of certain businesses of Quad/Graphics and World Color Press, and these permits are subject to renewal, modification and, in some circumstances, revocation.

        The combined company's operations are expected to generate wastes that are disposed of off-site. Under certain environmental laws, the combined company may be liable for cleanup costs and damages relating to contamination at these off-site disposal locations, or at the existing or former facilities of Quad/Graphics or World Color Press, whether or not the combined company, Quad/Graphics or World Color Press know of, or were responsible for, the presence of such contamination. The remediation costs and other costs required to clean up or treat contaminated sites can be substantial. Contamination on and from such current or former locations may subject the combined company to liability to third parties or governmental authorities for injuries to persons, property or natural resources and may adversely affect its ability to sell or rent its properties or to borrow money using such properties as collateral.

        The production of paper, which is a significant raw material for Quad/Graphics and World Color Press and will be a significant raw material for the combined company, results in greenhouse gas emissions, as do Quad/Graphics processes. Various laws and regulations addressing climate change are being considered at the federal and state levels. Proposals under consideration include limitations on the amount of greenhouse gas that can be emitted (so-called "caps") together with systems of trading

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allowed emissions capacities. The impacts of such proposals could have a material adverse impact on the combined company's financial condition and results of operations.

        It is expected that the combined company will incur ongoing capital and operating costs to maintain compliance with environmental laws, including monitoring its facilities for environmental conditions. Quad/Graphics and World Color Press have taken, and the combined company is expected to take, reserves on their respective financial statements to cover potential environmental remediation and compliance costs as they consider appropriate. There can be no assurance, however, that the liabilities for which reserves have been taken are the only environmental liabilities relating to the current or former locations of Quad/Graphics or World Color Press, that material environmental conditions not known to Quad/Graphics or World Color Press do not exist, that future laws or regulations will not impose material environmental liability on them or the combined company, or cause them or the combined company to incur significant capital and operating expenditures, or that the actual environmental liabilities will not exceed reserves taken. In addition, failure to comply with any environmental regulations or an increase in regulations could adversely affect the combined company's results of operations and financial condition.

        The combined company and its customers may be subject to various Canadian, United States and other foreign consumer protection, data privacy and "do not mail" requirements at the federal, state, provincial and local levels. To the extent that the combined company or its customers become subject to additional or more stringent consumer protection and data privacy and similar requirements, their demand for the combined company's services may decrease, which could adversely affect the combined company's results of operations.

        In addition, the combined company will be subject to requirements of Canadian, United States and other foreign occupational health and safety laws and regulations at the federal, state, provincial and local levels. These requirements are complex, constantly changing and have tended to become more stringent over time. It is possible that these requirements may change or liabilities may arise in the future in a manner that could have a material adverse effect on the financial condition or results of operations of the combined company. There can be no assurance that Quad/Graphics and World Color Press have been, or that the combined company will be, at all times in complete compliance with all such requirements or that the combined company will not incur material costs or liabilities in connection with those requirements in the future.

There will be risks associated with the operations of the combined company outside of the United States and Canada.

        The combined company is expected to have operations outside of the United States and Canada. Revenues from the operations of Quad/Graphics and World Color Press outside of the United States and Canada accounted for approximately 15% and 8% of their respective revenues for the year ended December 31, 2009. As a result, the combined company is expected to have operations outside of the United States and Canada and to be subject to the risks inherent in conducting business outside of the United States and Canada, including the impact of economic and political instability and being subject to different legal and regulatory regimes that may preclude or make more costly certain initiatives or the implementation of certain elements of its business strategy.

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Because World Color Press' consolidated financial statements reflect fresh start accounting adjustments starting in the third quarter of 2009, and because of the effects of the transactions that became effective pursuant to the plan of compromise and reorganization under both Chapter 11 of the U.S. Bankruptcy Code and the CCAA, financial information in future consolidated financial statements will not be comparable to World Color Press' financial information from prior periods.

        On World Color Press' emergence from creditor protection under Chapter 11 of the U.S. Bankruptcy Code and the CCAA, World Color Press adopted fresh start accounting in accordance with CICA Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities, pursuant to Canadian GAAP and Statements of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (now codified as ASC 852), pursuant to U.S. GAAP. Under fresh start accounting, World Color Press undertook a comprehensive re-evaluation of its assets and liabilities based on the estimated enterprise value of $1.5 billion as established in the plan of compromise and reorganization. Enterprise value is generally defined to be World Color Press' estimated fair value at the fresh start date, less cash and cash equivalents. As a result of fresh start accounting, World Color Press became a new entity for financial reporting purposes. Accordingly, the consolidated financial statements of World Color Press on or after August 1, 2009 will not be comparable in many respects to World Color Press' statement of financial position and statement of operations for periods prior to the adoption of fresh start accounting and prior to accounting for the effects of the plan of compromise and reorganization.

A decline in expected profitability of the combined company or individual reporting units of the combined company could result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

        The combined company will hold material amounts of goodwill, other long-lived assets and deferred tax assets on its balance sheet. A decline in expected profitability, particularly a continued decline in the global economy, could call into question the recoverability of the related goodwill, other long-lived assets or deferred tax assets and require the combined company to write down or write off these assets or, in the case of deferred tax assets, recognize a valuation allowance through a charge to income. Such an occurrence could have a material adverse effect on the combined company's results of operations and financial position.

The combined company's failure to maintain adequate internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 or to prevent or detect material misstatements in its annual or interim consolidated financial statements in the future could result in inaccurate financial reporting, sanctions or securities litigation, or could otherwise harm the combined company's business.

        As a publicly traded company, the combined company will be required to comply with the standards adopted by the Public Company Accounting Oversight Board in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (sometimes referred to as Section 404) regarding internal control over financial reporting. Quad/Graphics, as a private company, is not currently required to, and currently does not, comply with these requirements. The process of becoming compliant with Section 404 may divert internal resources and will take a significant amount of time and effort to complete. In addition, Quad/Graphics must also integrate World Color Press' financial reporting systems, including its internal control over financial reporting, and, as described below, World Color Press' management had identified a material weakness in internal control over its financial reporting as of December 31, 2008 (which had been eliminated as of December 31, 2009). The combined company may experience higher than anticipated operating expenses, as well as increased independent auditor fees during the implementation of these changes and thereafter. The combined company is required to be compliant under Section 404 by December 31, 2011, and at that time the combined company's management will be required to deliver a report that assesses the effectiveness of

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its internal control over financial reporting, and the combined company will be required to deliver an attestation report of its auditors on the effectiveness of its internal controls over financial reporting. Completing documentation of its internal control system and financial processes, remediation of control deficiencies and management testing of internal controls will require substantial effort by the combined company. There can be no assurance that the combined company will be able to complete the required management assessment by its reporting deadline. Failure to implement these changes timely, effectively or efficiently could harm the combined company's operations, financial reporting or financial results and could result in the combined company being unable to obtain an unqualified report on internal controls from its independent auditors.

        As of December 31, 2008, the management of World Color Press reported a material weakness in its internal control over financial reporting. During 2009, World Color Press management developed and implemented internal controls to address this material weakness. As of December 31, 2009, World Color Press management, in considering the remedial measures and other actions taken to improve internal control over financial reporting, has concluded that the material weakness has been eliminated and that the December 31, 2008 Remediation Plans presented in World Color Press' Annual Report on Form 20-F filed with the SEC on March 27, 2009 have been fully implemented.

        If the combined company is unable to maintain effective control over financial reporting following the transaction, such conclusion would be disclosed in its Annual Report on Form 10-K for the year ending December 31, 2011. In the future, the combined company may identify material weaknesses and significant deficiencies which it may not be able to remediate in a timely manner. If it fails to maintain effective internal control over financial reporting in accordance with Section 404, the combined company will not be able to conclude that it has and maintains effective internal control over financial reporting or its independent registered accounting firm may not be able to issue an unqualified report on the effectiveness of the combined company's internal control over financial reporting. As a result, the combined company's ability to report its financial results on a timely and accurate basis may be adversely affected, it may be subject to sanctions or investigation by regulatory authorities, including the SEC or the NYSE or NASDAQ, as applicable, and investors may lose confidence in the combined company's financial information, which in turn could cause the market price of the combined company's common stock to decrease significantly. The combined company also may be required to restate financial statements relating to prior periods.

World Color Press' bankruptcy may have lingering negative effects on the combined company's operations and relationships with customers, suppliers and partners.

        World Color Press' bankruptcy may have adversely affected its operations and customer relationships, and these effects may continue after the consummation of the arrangement and affect the combined company's operations and its ability to attract new customers and maintain favorable relationships with existing customers, suppliers and partners. Any such effects could adversely affect the business of the combined company. In addition, the ongoing claims resolutions process of World Color Press and the expenses incurred in connection with World Color Press' bankruptcy matters and related legal issues may adversely affect the combined company's results of operations and financial condition.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy circular/prospectus and the documents that are incorporated by reference into this proxy circular/prospectus contain forward-looking statements. These forward-looking statements may be found in the sections of this proxy circular/prospectus entitled "Summary," "Risk Factors," "Quad/Graphics Business," "The Combined Company," "The Arrangement," "Quad/Graphics Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere, and generally include all statements other than statements of historical fact, including statements regarding World Color Press' and/or Quad/Graphics' future financial position, business strategy, budgets, projected revenues and expenses and objectives of management for future operations. Words such as "may," "will," "intend," "anticipate," "believe," "estimate," "expect," "plan," "project" or "should" and similar expressions in this proxy circular/prospectus are often used to identify forward-looking statements.

        These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of World Color Press and Quad/Graphics. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Among such risks, uncertainties and other factors that may impact Quad/Graphics, World Color Press and the combined company after completion of the arrangement are those described in "Risk Factors" beginning on page 29 and elsewhere in this proxy circular/prospectus, and the following:

    timely and successful completion of the transaction (including the ability of Quad/Graphics and World Color Press to satisfy all of the conditions precedent to the completion of the transaction);

    unexpected costs or unexpected liabilities related to the transaction, or the effects of purchase accounting that may be different from Quad/Graphics' and World Color Press' expectations;

    successful integration of the operations of Quad/Graphics and World Color Press;

    the combined company may be unable to achieve the estimated potential synergies or it may take longer or cost more than expected to achieve those synergies;

    macroeconomic conditions and general industry conditions, such as the competitive environment for companies in the printing industry;

    regulatory and litigation matters and risks;

    legislative developments;

    changes in tax or other laws;

    effects of changes in general economic conditions in the countries where Quad/Graphics and World Color Press operate, especially the United States and Canada, including the impact of economic conditions in 2010 on volumes and pricing;

    the impact of fluctuations in interest rates, commodity prices and foreign exchange rates;

    effects of changes in political conditions and developments in the countries where Quad/Graphics and World Color Press operate; and

    the effect of accounting pronouncements issued periodically by standard-setting bodies.

        Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy circular/prospectus or the date of any document incorporated by reference. Except to the extent required by the federal securities laws, the companies undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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QUAD/GRAPHICS BUSINESS

Overview

        Quad/Graphics is a leading global provider of print and related services that are designed to provide customers complete solutions for communicating their message to target audiences. Quad/Graphics' print products primarily include catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. Quad/Graphics' print-related services include digital photography (with nine studios nationwide), digital imaging, binding, mailing and distribution, and data optimization and analytics services. Founded in Pewaukee, Wisconsin as a Wisconsin corporation in 1971 by Harry V. Quadracci, Quad/Graphics has approximately 11,600 employees in the United States, South America and Europe, serving a diverse base of approximately 3,000 customers from 15 printing plants (including a joint venture plant in Brazil) and 14 full-service imaging service centers (five of which are located within printing plants).

        Quad/Graphics has contractual relationships with leading magazine publishers, including Condé Nast, Hearst Magazines, Meredith Corporation, The National Geographic Society, Rodale, Inc. and Time Inc., and prints well-known magazines such as Allure, Architectural Digest, GQ, InStyle, The Journal of the National Geographic Society, Lucky, Men's Fitness, People, Runner's World, Self, Sports Illustrated, Time, Traditional Home, Veranda and Vogue. Quad/Graphics prints retail newspaper inserts for J.C. Penney Company, Inc., Kohl's Corporation, Shopko Stores Operating Co., LLC, Target Corporation, and The Bon-Ton Stores, Inc.; and catalogs for industry leading marketers such as Cabela's Incorporated, Coldwater Creek Inc., J.Crew Group, Inc., L.L. Bean, The Orvis Company, Redcats USA, and Williams-Sonoma. Inc.

        Quad/Graphics seeks to benefit its clients in two main ways—minimize their cost of print production and maximize the revenue derived from their print spending. In order to minimize a customer's cost of production, Quad/Graphics continually strives to increase its own productivity and reduce its customers' mailing and distribution costs through the integration of data analytics, finishing technology and logistics operations. Quad/Graphics also works to help its customers increase their revenue by (1) decreasing manufacturing cycle time, which allows customers additional time to sell more advertising in their published products, and (2) utilizing its integrated data analytics, finishing technology and logistics operations to create targeted and personalized printed materials, which increase consumer response rates and maximize a customer's return on print spending.

        Over the last 15 years, Quad/Graphics has made substantial investments to create what Quad/Graphics believes is an efficient and modern manufacturing platform. Quad/Graphics also has made substantial investments in research and development and other technological innovations. These investments have led to the development of various manufacturing process improvements, including innovative press and finishing control systems and material-handling equipment for use in Quad/Graphics' own operations as well as for sale to other printers worldwide. Quad/Graphics believes that this continual investment and innovation and its modern manufacturing platform, together with its focus on customer service and its distribution capabilities, have resulted in Quad/Graphics being one of the most profitable commercial printing companies in the industry, as measured by EBITDA (net earnings attributable to common shareholders plus interest expense, income tax expense, depreciation and amortization) as a percentage of net sales. See "—Competitive Advantages" beginning on page 51. This profitability, in turn, allows Quad/Graphics to continue to invest in equipment, research and development and other technological innovations to benefit its customers.

        The manufacturing platform and innovative technology that Quad/Graphics enjoys are further reinforced by the qualities of its workforce. Quad/Graphics believes that its distinct corporate culture encourages an organization-wide entrepreneurial spirit and an opportunistic mentality, where employees embrace responsibility, take ownership of projects and are encouraged to drive results. Quad/Graphics further believes that the ownership and voting control by the Quadracci family has enabled the

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company to maintain consistent strategic goals and disciplined strategy deployment, ensure continuity in its management team and enable its distinct corporate culture.


World Color Press Acquisition

        Quad/Graphics believes that the acquisition of World Color Press will, among other things:

    enable the combined company to optimize plant and machine utilization, as well as mailing and logistics utilization and costs, thereby driving greater efficiency and economic benefits for the combined company and its clients;

    enable Quad/Graphics to leverage its efficient, modern manufacturing platform for the benefit of the combined company and its clients;

    result in an estimated $225 million of pre-tax annualized synergies within 24 months after the consummation of the arrangement, at an estimated one-time cost to achieve of approximately $195 to $240 million (based on an analysis developed by Quad/Graphics' management);

    create new opportunities for the combined company's clients to realize distribution efficiencies;

    enable Quad/Graphics to leverage the power of its research and development expertise across the combined company's larger and more diverse product offerings and client base;

    enable Quad/Graphics to increase the use of its data analysis and management capabilities and targeted value added production techniques across the combined company's larger base of clients and products;

    expand Quad/Graphics' geographic reach and customer service presence and Quad/Graphics' range of services and product offerings;

    significantly improve Quad/Graphics' supply chain management capabilities; and

    provide enhanced liquidity and generate solid free cash flow to repay indebtedness and support investments in the future as a result of the combined company's pro-forma credit profile and increased access to capital markets.


Industry

    General

        The global printing industry encompasses a wide range of sectors, including general commercial printing, newspapers and newspaper inserts, directories, books, direct mail, packaging, financial printing, business forms, greeting cards and label and wrapper printing. Printing is one of the largest industries in the United States, with more than 991,000 employees and approximately 36,000 companies generating an estimated $168 billion in annual sales, according to the PIA/GATF 2008 Print Market Atlas. The print industry is also highly fragmented and competitive, with the largest 400 printers representing less than 35% of the overall United States and Canadian market, based on the Printing Impressions PI400 and PIA/GATF 2008 Print Market Atlas. Quad/Graphics operates primarily in the commercial print portion, which includes advertising printing such as direct mail, circulars, brochures, displays, inserts and pamphlets; business cards; stationery; catalogs; directories; newspapers; magazines and books. According to the PIA/GATF 2008 Print Market Atlas, the United States commercial printing sector, excluding newspapers, is estimated to generate approximately $79 billion in sales annually.

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    Print Industry Trends

        Demand for printed products has generally correlated with real gross domestic product growth, as economic activity and advertising spending are key drivers of demand for printing and related services. More recently, the global economic recession has caused advertisers to dramatically reduce spending. Throughout 2008 and 2009, magazine publishers facing diminished advertising pages reduced total page counts, catalog marketers reduced page counts, circulation and the frequency of print campaigns, retailers curbed investments in store inventory and reduced advertising, and other advertisers reduced their direct mail campaigns, particularly in the banking, insurance, credit card, real estate and nonprofit industries. Decreasing print volumes caused by the impacts of the economic recession, increases in postage expenses (which significantly outpaced inflation over the last ten years) and the increase in the use of alternative marketing technologies, as discussed below, led many printing businesses to fail and the industry to undergo consolidation. The printing industry consolidation and decreasing print volumes have created significant pricing pressures and excess capacity in the printing industry. According to capacity utilization data from the United States Federal Reserve System, the excess capacity in the printing industry, which had not fully recovered from the 2002 and 2003 recession, further increased recently, with printing industry capacity utilization of 67.4% in January 2010, compared to 69.6%, 77.7% and 80.5% in January 2009, 2008 and 2007, respectively.

        In response to the economic recession, Quad/Graphics believes that traditional users of print and print-related services have turned their focus to generating and tracking the highest returns on their marketing dollars. In addition, the emergence of alternative marketing technologies, such as online distribution and hosting of content and mobile technologies, on both a stand-alone basis and in conjunction with other marketing channels, has resulted in these traditional users of print and related services allocating their marketing and advertising spending across a wide and expanding selection of non-print electronic media options. Quad/Graphics believes that advertisers and other traditional users of print find that they receive the greatest return on their marketing dollars when they effectively utilize data to target the appropriate customers and combine digital alternatives with customized print products in a targeted, multi-channel marketing campaign.

        In this increasingly multi-channel marketplace, Quad/Graphics believes that the printing industry has been driven to make substantial capital investments in new technologies, such as those to deliver targeted and customized print solutions to integrate effectively its products and services within a multi-channel marketing campaign. In addition, Quad/Graphics believes the commercial print industry has moved towards shorter print runs and increased production efficiency of products with lower page counts and increasing complexity. Finally, Quad/Graphics believes that successful commercial printing companies will invest in finishing and mailing and logistics capabilities to minimize their clients' total manufacturing cost, which includes mailing and logistics (and is not simply limited to print). For many customers, mailing and distribution represent their largest cost, typically two to three times the cost of their print expense. Therefore, a printer's ability to impact mailing and distribution expenses through data management and sophisticated, automated manufacturing and finishing equipment is quite valuable to customers.

    Seasonality

        Advertising and consumer spending trends affect demand in the end markets that Quad/Graphics serves. Historically, demand for printing of magazines and catalogs is higher in the second half of the calendar year, which is driven by increased advertising pages within magazines and seasonal marketing requirements, which, in turn, creates higher demand for catalogs and newspaper inserts. Quad/Graphics expects the seasonality impact in future years to continue to track with historical patterns.

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Competitive Advantages

        Quad/Graphics believes its success has been fueled by its efficient and modern manufacturing platform, its distribution capabilities, its commitment to ongoing innovation and rapid adoption of technology, its intense customer service focus, its distinct corporate culture and the continuity in its ownership and management. These competitive advantages have resulted in Quad/Graphics being, what it believes, is one of the most profitable commercial printing companies in the industry, as measured by EBITDA as a percentage of net sales (sometimes referred to as EBITDA margin). This profitability, in turn, has fueled Quad/Graphics investment in equipment and research and development and other technological innovations, which helps minimize a customer's cost of production and increase its customers' revenues. Quad/Graphics bases this belief on a comparison of its EBITDA margin with the EBITDA margin of the eight largest publicly-traded commercial printing companies in North America, ranked by revenue, for each of the last three years. EBITDA margin is a non-GAAP financial measure, but is an important measure by which Quad/Graphics gauges the profitability and assesses the performance of its business. It should not be considered an alternative to net earnings as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. See the reconciliation of net earnings to EBITDA in the Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008 included in "Quad/Graphics Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 235.

    Efficient and Modern Manufacturing Platform

        The key components of Quad/Graphics' manufacturing platform are described below.

        Quad/Graphics has continuously invested in its manufacturing platform. The investment in modern equipment allows for more pages to be printed for each revolution of the press, reducing the amount of time that each individual printing job takes to complete. In addition, Quad/Graphics' long-standing commitment to investing in manufacturing process improvements has led to consistent annual increases in productivity, reductions in waste and smaller crew sizes. Quad/Graphics' investment in its manufacturing platform has consistently been based on evaluating investment opportunities on the useful economic life of the underlying equipment rather than focusing on the potential mechanical life of the equipment. This discipline is critical in an industry in which technological change can create obsolescence well before the end of the mechanical life of equipment.

        Another key aspect of Quad/Graphics' modern manufacturing platform is its footprint of large plants (plants having an average size greater than 1.0 million square feet) across the United States. Quad/Graphics believes that the large plant size of the majority of its printing facilities offers Quad/Graphics the scale to drive savings from its investment in efficient and modern equipment and integrated automation and advanced finishing technologies. Redundancy of capacity in major equipment also provides Quad/Graphics with the flexibility to meet difficult customer service requirements, such as late-breaking copy changes or the need to increase or reduce the number of pages or copies in a print run. In addition, Quad/Graphics believes that its large plant structure enables optimal distribution by utilizing Quad/Graphics' in-house distribution services.

        Quad/Graphics has also focused on investments in automation designed to reduce headcount and labor costs. Capital investments in advanced applications of robotics and automation and manufacturing process improvements has allowed Quad/Graphics to lower personnel costs through attrition, wage freezes, reduction of overtime and temporary labor, and workforce reductions. This has resulted in Quad/Graphics being able to control labor expenses as a percent of net sales even in the slower economic environment of the last few years.

        Quad/Graphics' distribution capabilities integrate data analytics, finishing technology and logistics operations to (1) create targeted and personalized printed materials for its customers, which increase

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consumer response rates and maximize a customer's return on print spending, and (2) maximize distribution efficiency and reduce costs for its customers. Personalization and targeting create the opportunity to reach the right recipients with the right (or relevant) message at the right time, resulting in a significant increase in response rates for Quad/Graphics' customers. This, in turn, lowers a customer's overall cost per response. Quad/Graphics uses its data analytic capabilities to analyze mail list data, demographics data, consumer transaction data and other consumer specific data to help its customers target consumers through personalized printed materials. In addition, Quad/Graphics believes that its investment in binding and mailing operations provides customers greater targeting, flexibility and cost savings by creating targeted and variable print communications cost-effectively on a mass scale. Finally, Quad/Graphics believes that integrating its analysis of mail list data with its logistics services (including the use of ground and rail) allow it to reduce customer freight costs for shipments to newsstands and postal centers while providing a high level of dependability and rapid response times that are crucial to the delivery of time-sensitive materials. In addition, ownership of a fleet of company-owned tractor-trailers helps ensure that Quad/Graphics will be able to meet its customers' distribution capacity requirements.

        Finally, Quad/Graphics has invested in vertically-integrated, non-print capabilities to assist it in delivering lower costs for its clients, enhancing customer service levels, increasing flexibility and providing more aggregate services to each customer. Such capabilities include data management, imaging, logistics and distribution, ink manufacturing and equipment research and design. This vertical integration allows Quad/Graphics substantial control over critical links in the overall print supply chain, such as Quad/Graphics' ink manufacturing capabilities, that help it control the quality, cost and availability of a key input in the printing process.

    Leading Distribution Capabilities

        Postal rates are a significant component of many customers' cost structures and Quad/Graphics believes that postal costs influence the number of pieces that its customers print and mail. Through its logistics operations, finishing technology and data analytics, Quad/Graphics manages the distribution of most of the products of its United States customers to maximize efficiency and reduce these costs for its customers. Quad/Graphics helps its customers reduce their overall postage costs through what it believes, based on information published by (or otherwise obtained from) its competitors, is the industry's largest co-mail program. Quad/Graphics' co-mail program involves the sorting and bundling of printed products to be mailed to consumers, in order to facilitate better integration with the United States Postal Service. The United States Postal Service offers significant work-sharing discounts for this sorting and bundling as it reduces handling by the postal service. Quad/Graphics' products are co-mailed directly from the manufacturing facility in which they are produced, eliminating additional freight charges and time from stand-alone consolidation facilities typically utilized in the industry. In 2009, Quad/Graphics co-mailed more than 2.2 billion magazines and catalogs, earning in excess of $70 million in discounts from the United States Postal Service on behalf of its customers.

        Quad/Graphics is also able to leverage the volume of products running through its large plants for further customer distribution savings. In addition, Quad/Graphics' facilities are strategically located within a one day's drive of all major United States population centers, providing its customers the flexibility to print closest to their ultimate consumers.

    Commitment to Ongoing Innovation and Rapid Adoption of Technology

        Quad/Graphics' has had a continued commitment to research and development, manufacturing process improvements and the rapid adoption of technological innovations. Quad/Graphics' engineers, designers and computer experts, working closely with Quad/Graphics' press and finishing operators, have developed a range of advancements from the manufacturing platform to the finishing department. In fact, in the 2009 Patent Board's Conglomerate Company Patent Scorecard™ published in The Wall

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Street Journal, Quad/Graphics received the highest Research Intensity™ score of any of the top 50 companies in the Heavy Industrial Equipment sector (moving up from second out of the top 35 companies in 2008). In that same Patent Scorecard™, in both 2009 and 2008 Quad/Graphics was ranked as the highest printer or printing equipment-related manufacturer in the Industry Impact™ category, which quantifies how influential a company's patent portfolio is on the development of technologies in other companies.

        The value of Quad/Graphics' innovations to the industry is supported by the fact that it generates revenue by supplying some of these technology solutions and consulting services to other printers. In particular, Quad/Graphics believes it is an internationally known, leading manufacturer of electronic process control systems and maintains offices in the Netherlands, Ireland, France, Germany, Italy, India, Japan and China to sell and service these products to equipment manufacturers and other printers.

        Another example of Quad/Graphics' innovative approach is the integration of its imaging, manufacturing and distribution networks into a single platform using a networked information technology (IT) infrastructure. This single platform provides seamless information flow across sales and estimating, production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer service.

    Intense Focus on Customer Service

        Throughout its history Quad/Graphics has focused the attention of the entire organization on customers and their needs. By empowering employees to enact customer solutions, Quad/Graphics provides its clients with a tremendous amount of flexibility, allowing them be more nimble and responsive to the needs of the marketplace. Quad/Graphics "high tech/high touch" approach has led to what Quad/Graphics believes is a reputation in the industry for excellent customer service. While transacting a high level of detail on a day-to-day basis, the rapid adaptation and use of technology allows the customer relationship to evolve to a more consultancy oriented exchange, and the service team is positioned to offer more strategic value rather than just manage operational details.

        Recognizing that technology is not a substitute for face-to-face relationships, but rather a way to enhance them, Quad/Graphics has equipped its employees to work closely across divisions and all facilities via a singular, integrated network unified by a common culture, language and process at all times. At the center of this integration are Quad/Graphics' SmartTools™. These real-time information management tools link Quad/Graphics' people and equipment company-wide, automating the exchange of information and streamlining the entire printing process from creation and imaging through to press, finishing and distribution. SmartTools™ extend to Quad/Graphics' clients as well, providing 24/7 access to the very same up-to-the-minute information used universally by Quad/Graphics' production, customer service and sales representatives, and allowing them to better manage current projects and plan future work.

    Distinct Corporate Culture

        Quad/Graphics believes that its distinct corporate culture, which encourages a long-term perspective, an organization-wide entrepreneurial spirit and an opportunistic mentality, has contributed to its long-term success. Quad/Graphics fosters an entrepreneurial environment by empowering and encouraging employees to take responsibility and ownership of projects and enact solutions within a flat hierarchical structure. Employees who have been employed for at least one full calendar year also have a beneficial ownership in Quad/Graphics through company stock held in a profit sharing plan, enhancing the sense of ownership present within the employee base. Quad/Graphics believes that the empowerment, engagement and development of Quad/Graphics' employee owners fosters a strong partnership approach within the business.

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        Quad/Graphics invests in its employees by providing ongoing technical, job and safety training; retirement planning; and health and wellness benefits. For example, through QuadMed primary care clinics located at select worksite locations, Quad/Graphics provides high quality, low cost primary medical care and specialty services to employees and their families.

    Continuity of Control

        The Quadracci family continues to play a significant role at Quad/Graphics. Joel Quadracci, Chairman, President and Chief Executive Officer, is the son of the late founder Harry V. Quadracci, and the Quadracci family maintains a majority equity ownership stake in the company (which will be a majority voting power stake after the consummation of the acquisition of World Color Press) and active membership on the board of directors. Quad/Graphics believes that the continuity of the Quadracci family's involvement has enabled Quad/Graphics to maintain consistent strategic goals and strategy deployment, ensure continuity in its management team and enable an entrepreneurial culture and core set of values for its employees.

        Quad/Graphics is led by an experienced management team with a proven track record in the printing industry. Members of Quad/Graphics' senior management team average 19 years of experience with Quad/Graphics. This continuity of management helps to maintain consistent strategic goals and strategy deployment and enable Quad/Graphics' distinct corporate culture throughout the organization.


Strategy

        Quad/Graphics is focused on the following strategic goals.

    Drive Print as the Foundation of Coordinated Multi-Channel Marketing Campaigns

        Quad/Graphics believes that print remains the core element of an effective multi-channel marketing campaign. Quad/Graphics seeks to facilitate coordinated multi-channel marketing campaigns utilizing print, email and personalized websites to engage consumers, drive higher response rates and, thereby, returns for advertisers on their marketing dollars. A 2007 study commissioned by Google found print effective in driving people to the internet where they can seek out additional information. In this study, 70% of those consumers made a purchase following this additional research. Quad/Graphics intends to continue to drive print communications as the foundation of multi-channel marketing campaigns by:

    consulting with customers on strategies for coordinating personalized, targeted print communications with other media channels including electronic media;

    leveraging its integrated data analytics, finishing technology and logistics operations, which allow customers to create customized communications within printed products on a cost-effective basis, with the objective of delivering higher responses at a lower cost; and

    deploying its digital media capabilities, including planning, executing and monitoring email campaigns, the use of personalized URLs, and the creation and maintenance of website portals, in support of effective, print focused marketing campaigns.

    Utilize an Efficient and Innovative Distribution Network to Provide Enhanced Value to Customers

        Quad/Graphics has made strategic capital expenditure investments to build what it believes is one of the most efficient and innovative distribution networks in the commercial printing industry. Quad/Graphics maintains a fully-integrated, national distribution network that includes:

    in-house transportation and logistics services, including a fleet of company-owned tractor-trailers, that enable rapid deployment of products;

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    technology and processes to reduce postage expenses, typically its customers' largest expense, including an extensive co-mail program that combines and mails numerous clients' mail pieces together to capture sorting and handling discounts from the United States Postal Service; and

    advanced finishing capabilities that enables enhanced co-mailing efficiencies.

        Quad/Graphics intends to continue to invest in new distribution equipment, technology and services to deploy distribution solutions for its customers.

    Maximize Operational and Technological Excellence

        Quad/Graphics utilizes a disciplined return on capital framework to make significant investments in its print manufacturing platform and data management capabilities to result in what it believes is one of the most integrated, automated, efficient and modern manufacturing platforms in the industry. In addition, a culture of ongoing manufacturing process improvement permeates the organization and drives innovation. The in-house research and development division has been instrumental in developing and deploying what Quad/Graphics believes are industry-leading manufacturing solutions, which has allowed the company to continue to be price competitive and profitable.

    Drive Domestic and International Growth in Core and Related Businesses

        Quad/Graphics intends to continue to seek opportunities to grow diversified streams of revenue, utilizing core capabilities to expand its print and print-related products and services, grow its core businesses, and strategically increase geographic coverage. Quad/Graphics expects to utilize a combination of organic, partnership and acquisition growth to meet these goals.

    Empower, Engage and Develop our Employees

        Quad/Graphics believes that its distinct corporate culture, which encourages a long-term perspective, an organization-wide entrepreneurial spirit and an opportunistic mentality, will contribute to its long-term success. Quad/Graphics proactively fosters an entrepreneurial environment by empowering and encouraging employees to take responsibility and ownership of projects and enact solutions within a flat hierarchical structure. Quad/Graphics also endorses a "promotion-from-within" strategy based on the premise that many of its best leaders are those who have had a long tenure with the company and understand its core business and customer base. Quad/Graphics supports the empowerment, engagement and development of its employees by investing in its employee base through education in the latest print technologies as well as job training and leadership principles. In addition, Quad/Graphics supports its employees through retirement planning and the provision of health and wellness benefits.


Segment Description

        Quad/Graphics operates primarily in the commercial print portion of the printing industry, with related product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences. Quad/Graphics' segments are summarized below:

    U.S. Print and Related Services

        The U.S. Print and Related Services segment includes Quad/Graphics' Unites States printing operations, managed as one integrated platform. This segment's products include catalogs, magazines, special interest publications, direct mail and retail inserts. The related service offerings include data management, imaging, production workflow, direct marketing and logistics services. This segment also includes the design, development, manufacture and service of printing-related auxiliary equipment, as well as the manufacture of ink. The U.S. Print and Related Services segment accounted for

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approximately 87% of Quad/Graphics' consolidated net sales in 2009 and 2008 and approximately 97% of its consolidated net sales in 2007.

    International

        The International segment includes Quad/Graphics' non-United States printing operations in Europe and South America. This segment provides printed products and related services consistent with the U.S. Print and Related Services segment, with the exception of printing-related auxiliary equipment. The International segment accounted for approximately 13% of Quad/Graphics' consolidated net sales in 2009 and 2008 and approximately 3% of its consolidated net sales in 2007.

    Corporate

        The Corporate segment consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology and human resources.

        For additional financial information by segment and by geographic area, see Notes 21 and 22 to the Quad/Graphics consolidated financial statements, respectively.


Competition

        The printing industry, with approximately 36,000 companies in the United States, is highly fragmented and competitive. Although there has been industry consolidation, particularly in the past decade, the largest 400 printers still represent less than 35% of the United States and Canadian market, according to the Printing Impressions PI400 and the PIA/GATF 2008 Print Market Atlas. According to the December 2009 Printing Impressions PI400, Quad/Graphics was the fifth largest commercial printer in the United States as measured by revenue. Quad/Graphics also faces competition from alternative sources of communication, including email, the internet, mobile technologies, electronic readers and interactive television.

        Across Quad/Graphics' range of products and services, competition is based on a number of factors, including the following:

    total price of printing, materials and distribution;

    quality;

    range of services offered;

    distribution capabilities;

    customer service;

    availability to schedule work on appropriate equipment;

    on-time production and delivery; and

    state-of-the-art technology to meet a client's business objectives.


Customers

        Quad/Graphics enjoys long-standing relationships with a diverse base of clients, which includes both national and regional corporations in the United States, Europe and South America. Quad/Graphics' customers include industry leading blue-chip companies that operate in a wide range of industries and serve both businesses and consumers, including retailers, publishers and direct marketers. Quad/Graphics' relationship with its ten largest customers averages almost 20 years in duration and Quad/Graphics typically signs multi-year print agreements with these customers.

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        In 2009, Quad/Graphics served approximately 3,000 customers, and its ten largest customers accounted for approximately 25% of net sales, with none representing more than 6% individually. Quad/Graphics believes that its large and diverse customer base, broad geographic coverage and extensive range of printing and print-related capabilities are competitive strengths.


Patents, Trademarks and Trade Names

        Quad/Graphics operates two research and development facilities that support the development of new equipment, process improvements, raw materials and content management and distribution technologies to better meet customer needs and improve operating efficiencies. The company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry.

        Quad/Graphics currently holds or has rights to commercialize 119 patents and applications relating to its business. Additionally, Quad/Graphics markets products, services and capabilities under a number of trademarks and trade names. The last of Quad/Graphics' presently issued patents are to expire in 2028, but the company has a number of pending patent applications that it believes will help ensure the continued strength of its portfolio. Quad/Graphics aggressively defends its patent portfolio and intends to continue to do so in the future.


Raw Materials

        The primary raw materials Quad/Graphics uses in its print business are paper, ink and energy.

        Quad/Graphics generally does not assume paper price risk. The majority of paper used by the company is supplied directly by its customers. For those customers that do not directly supply their own paper, Quad/Graphics makes use of its purchasing efficiencies to supply paper by negotiating with leading paper suppliers to maximize purchasing efficiencies, uses a wide variety of paper grades, weights and sizes, and does not rely on any one supplier. Paper is sold to these customers based on prevailing market rates. While Quad/Graphics generally does not assume paper price risk, higher paper prices and tight paper supplies may have an impact on customers' demand for printed products. Quad/Graphics' working capital requirements , including the impact of seasonality, is partially mitigated through the direct purchasing of paper by the majority of Quad/Graphics' customers.

        Quad/Graphics produces the majority of ink used in production, allowing it to control the quality and supply of key inputs. Raw materials for the ink manufacturing process are purchased externally from a variety of suppliers.

        Quad/Graphics generally cannot pass on to customers the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices in recent years have resulted in higher manufacturing costs for certain of its operations. Quad/Graphics mitigates its risk through natural gas hedges where appropriate. In its logistic operations, however, Quad/Graphics is able to pass a substantial portion of any increase in fuel prices directly to its customers.


Environmental Stewardship

        As the owner, lessee or operator of various real properties and facilities, Quad/Graphics is subject to various federal, state and local environmental laws and regulations, including those relating to air emissions; waste generation, handling, management and disposal; and remediation of contaminated sites. Historically, compliance with these laws and regulations has not had a material adverse effect on the company's results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require Quad/Graphics to make future expenditures.

        Quad/Graphics strives to be the leader in the printing industry in adopting new technologies and processes to protect the environment. Quad/Graphics believes it has long been known for its

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environmental stewardship. In the past decade alone, Quad/Graphics has been awarded more than 25 major environmental achievement honors, both on a state and national level, including becoming the first major manufacturer of any kind to achieve a Leadership in Energy and Environmental Design-Existing Building (LEED-EB) certification for an existing manufacturing site (its Sussex, Wisconsin facility). Quad/Graphics' proactive approach to incorporate environmentally-friendly practices has also positively impacted operating costs through the reduction of waste, energy use, emissions and labor, as well as through the implementation of water conservation solutions. Quad/Graphics has also undertaken steps to reduce greenhouse gas emissions from its manufacturing processes and to improve fuel efficiency and reduce emissions in its fleet of company-owned tractor trailers.


Employees

        As of December 31, 2009, Quad/Graphics had approximately 11,600 employees. None of Quad/Graphics' current employees in the United States are covered by a collective bargaining agreement. Quad/Winkowski Sp. z.o.o, a wholly owned subsidiary of Quad/Graphics, has a trade union in its facility located in Pila, Poland, but there is no labor contract at the Pila facility. In addition, Anselmo L. Morvillo S.A., an 85% owned subsidiary of Quad/Graphics, has a trade union in Argentina, where Morvillo and the union are parties to a labor contract. Quad/Graphics believes that its employee relations are good and that the company maintains an employee-centric culture.


Business Acquisitions

        Quad/Graphics has made several acquisitions to add new products or services, expand geographic coverage or enhance its technology capabilities over the past five years. The most significant of the transactions related to Quad/Graphics' acquisition of the remaining 32% of the stock Quad/Graphics did not already own of Winkowski Sp. z o.o, a printer located in Pila and Wyszkow, Poland. The transaction was completed on January 30, 2009, and the entity was rebranded QuadWinkowski. QuadWinkowski was previously a joint venture between Quad/Graphics and Zaklady Graficzne Sp. z o.o., originally established in 1998 with Quad/Graphics as a minority partner. QuadWinkowski's operations, which produce advanced print-production services including digital imaging, web offset and sheet fed printing, finishing and distribution, are included in the International segment.


Legal Proceedings

        Quad/Graphics is subject to various legal actions, administrative proceedings and claims arising out of the ordinary course of business. Quad/Graphics believes that such unresolved legal actions, proceedings and claims will not materially adversely affect its results of operations, financial condition or cash flows.


Properties

        Quad/Graphics' corporate office is located in owned office space in Sussex, Wisconsin. In addition, as of December 31, 2009, Quad/Graphics leases or owns 34 facilities in the United States, some of which have multiple buildings and warehouses, and these United States facilities encompass approximately 12.8 million square feet. Quad/Graphics leases or owns 17 international facilities encompassing approximately 1.7 million square feet in Europe and South America. Of the United States and international facilities, approximately 13.7 million square feet of space is owned, while the remaining 0.9 million square feet is leased.

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        The following table lists, as of April 30, 2010, Quad/Graphics' principal manufacturing facilities, all of which are owned except where noted:

Location
  Size (Square Feet)  

Lomira, Wisconsin, United States

    2,253,965  

Sussex, Wisconsin, United States

    1,846,652  

Martinsburg, Virginia, United States

    1,720,833  

Hartford, Wisconsin, United States

    1,571,452  

Saratoga Springs, New York, United States

    1,024,703  

Oklahoma City, Oklahoma, United States

    1,010,372  

West Allis, Wisconsin, United States

    910,625  

Wyszkow, Poland

    789,640  

The Rock, Georgia, United States

    767,600  

Pila, Poland

    589,632  

Pewaukee, Wisconsin, United States

    316,155  

Buenos Aires, Argentina

    270,000  

Reno, Nevada, United States

    181,542  

Fredericksburg, Virginia, United States (leased facility)

    165,000  

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WORLD COLOR PRESS BUSINESS

        World Color Press is a commercial printer that provides high-value, complete market solutions, including pre-print, print and post-print services to leading retailers, branded goods companies, catalogers and publishers of magazines, books, directories and other printed media. With a presence in North American and Latin American countries (which, for the purpose of this proxy circular/prospectus, include Mexico), World Color Press is able to serve customers on a regional, national and international basis.

        World Color Press operates in a dynamic, highly fragmented and competitive printing industry and has established market-leading positions in the segments that it serves through a combination of building long-term partnerships with the world's leading print media customers, investing in key strategic technologies and expanding the scope of its product offerings and geographical presence through strategic acquisitions. The customers of World Color Press include many of the largest publishers, retailers and catalogers in the geographic areas in which it operates. With respect to retail inserts, World Color Press' customers include CVS Caremark Corporation and Wal-Mart Stores Inc. World Color Press prints catalogues for customers such as Bass Pro Shops Canada, Inc. and Limited Brands Inc. (Victoria's Secret). World Color Press' book publishing customers include Harlequin Enterprises Limited, The McGraw-Hill Companies, Inc., Pearson Education Inc., Simon & Schuster, Inc., The Reader's Digest Association Ltd. and Thomas Nelson, Inc. World Color Press prints magazines for publishers including Hachette Filipacchi Media U.S., Inc., Source Interlink Media, LLC, The Reader's Digest Association Ltd. and Wenner Media LLC. World Color Press' directories customers include Dex One Corporation, Yellow Book USA, Inc. and Yellow Pages Group Limited.

        As of April 30, 2010, World Color Press, together with its corporate office located in Montreal, Quebec, Canada, had 76 printing, distribution and office facilities located in North America and Latin America. In the United States, World Color Press is the second largest commercial printer with 56 facilities in 26 states. World Color Press is the second largest commercial printer in Canada with 12 premises in five provinces through which World Color Press offers a diversified mix of printed products and related value-added services to the Canadian market and internationally. World Color Press is also a leading commercial printer in Latin America, with eight facilities in Argentina, Brazil, Chile, Colombia, Mexico and Peru.


Bankruptcy Proceeding

        From 2002 to 2007, the financial performance of Quebecor World Inc., the predecessor of World Color Press, and its affiliated entities, suffered as a result of a combination of factors, including declining prices and sales volume and a temporary disturbance caused by a major retooling of its printing operations initiated in 2002. By mid-January 2008, Quebecor World Inc. was experiencing a severe lack of liquidity due to its inability to obtain new financing during the credit crisis and global economic weakness in 2007 and 2008, its inability to finalize a proposed sale of its European operations, and continued operational demands on its available cash reserves. On January 21, 2008, Quebecor World Inc. obtained an order from the Quebec Superior Court granting creditor protection to Quebecor World Inc. and 53 of its U.S. subsidiaries under the CCAA. On the same date, the U.S. Debtors filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court. On September 30, 2008, a Petition for Recognition of the Foreign Proceeding was filed under Chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court with respect to Quebecor World Inc. In connection with the bankruptcy proceedings in Canada and the U.S., Quebecor World Inc. developed a Canadian plan of reorganization and compromise pursuant to the CCAA and the U.S. Debtors developed a plan of reorganization pursuant to the U.S. Bankruptcy Code. The plans of reorganization provided for the coordinated restructuring of Quebecor World Inc. and its debtor subsidiaries, the compromise of certain claims of their respective creditors, and a reorganization of Quebecor World Inc.'s capital structure. The plans of reorganization were approved by the creditors of

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Quebecor World Inc. and the U.S. Debtors on June 22, 2009. Following hearings held jointly in the Quebec Superior Court and the U.S. Bankruptcy Court on June 30, 2009, the plans of reorganization, as amended, were sanctioned by the Quebec Superior Court and confirmed by the U.S. Bankruptcy Court, respectively. The plans of reorganization became effective on July 21, 2009 and Quebecor World Inc. and the U.S. Debtors emerged from bankruptcy protection. Consistent therewith, after the implementation of the restructuring transactions, as defined and provided for under the plans of reorganization, Quebecor World Inc. changed its name to "World Color Press Inc.", and the surviving reorganized U.S. Debtors changed their names to incorporate the World Color name.

        In connection with the implementation of the plans of reorganization, World Color Press, among other things, reorganized its capital structure and issued to certain creditors of Quebecor World Inc. and the U.S. Debtors, in exchange for the compromise of approximately $3.1 billion of liabilities, (i) 73,285,000 World Color Press common shares; (ii) 12,500,000 World Color Press preferred shares; and (iii) 10,723,019 World Color Press series I warrants and 10,723,019 World Color Press series II warrants. World Color Press also agreed to issue, subject to resolution of certain outstanding claims, senior guaranteed notes in a maximum aggregate principal amount of $75 million.


Business Segments and Print Services

        World Color Press operates in the commercial print media segment of the printing industry and its business segments are located in two main geographical regions: North America and Latin America.

        World Color Press serves the printing needs of retailers and marketers who utilize free-standing retail inserts, catalogs and direct mail. The scale and breadth of technology in World Color Press' print production platform offers customers the option for large, multi-versioned advertising campaigns, while special catalog services help customers compile lists for distribution, co-mailing, co-stitching and selective-binding capacity, as well as provide ink-jet addressing and messaging for each recipient. World Color Press has direct mail facilities that provide complete direct mail production services from the data programming stages through to bulk mailing.

        Publishers use World Color Press to print Sunday magazines, books, magazines and directories. World Color Press is a leader in the application of new technologies for book production, including electronic pre-media, information networking and digital printing.

        The pre-media services of World Color Press include a complete spectrum of film and digital preparation services. Digital preparation services include the color electronic pre-media system, which takes art work from concept to final product, and desktop publishing, which gives the customer greater control over the finished product. These specialized digital and pre-media facilities provide customers high quality, 24-hour preparatory services linked directly to World Color Press' various printing facilities. World Color Press' co-mailing and logistics services help magazine publishers reduce costs and improve distribution. Logistics services provides mailing list, shipping and distribution expertise which include the ability to plan, deliver and track customized, flexible mailing strategies based on the client's specific distribution requirements. These services are also offered to third party customers.

        World Color Press is a leading printer in Latin America, with a manufacturing presence in Argentina, Brazil, Chile, Columbia, Mexico and Peru. The Latin America business segment offers the same broad range of print and print services similar to those offered in North America with the exception of direct mail products. The Latin American platform also serves as a competitive alternative to Asia in the printing of books for which time-to-market is not a significant factor.


Manufacturing and Technology

        World Color Press' manufacturing platform provides customers with multi-versioning options as well as a variety of other value-added services, and enables World Color Press to print simultaneously

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for its customers in multiple facilities reducing cycle time and transportation costs. Print and production technology have undergone substantial technological advances over the past decade, resulting in significant improvements in both speed and print quality. As a result, World Color Press has invested in faster, more efficient and high quality presses, allowing it to further improve efficiency and meet the needs of both publishers and retailers.

        Pre-media has continued to adapt to ever changing technology advancements and embrace web-enabled digital workflows, while the latest hardware and software solutions help drive the services upstream in the creative process and downstream to print and web media options.


Sales and Marketing

        World Color Press' sales and marketing activities are highly integrated and reflect an increasingly international approach to meeting customers' needs that are complemented by product-specific sales efforts. Sales representatives are located in facilities or in regional offices throughout North America and Latin America, generally close to their customers and prospects. Each sales representative has the ability to sell into any facility in its network. This enables the customer to coordinate simultaneous printing throughout World Color Press' network through one sales representative.

*    *    *    *    *

        For additional information about World Color Press, see World Color Press' annual report on Form 40-F for the year ended December 31, 2009 filed with the SEC on March 1, 2010 and all other documents filed by World Color Press with the SEC that are incorporated by reference in this prospectus/proxy circular. See "Where You Can Find More Information" beginning on page 289.

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THE SPECIAL MEETING OF WORLD COLOR PRESS SHAREHOLDERS

Date, Time and Place of World Color Press Special Meeting

        The World Color Press special meeting of shareholders will be held on June 25, 2010 at 1:00 p.m., local time, at the Toronto Airport Marriott, 901 Dixon Road, in Toronto, Ontario, Canada.


Matters to be Considered

        At the World Color Press special meeting, holders of World Color Press common shares and World Color Press preferred shares will be asked to:

    1.
    Consider, pursuant to the Interim Order of the Superior Court of Québec, District of Montréal, dated May 17, 2010, as the same may be amended and, if deemed advisable, to pass, with or without variation, the arrangement resolution, the full text of which is attached to this proxy circular/prospectus in Annex A, to approve an arrangement under Section 192 of the CBCA involving, among other things, the acquisition by Quad/Graphics of all of the issued and outstanding common shares of World Color Press and the redemption of all of the issued and outstanding preferred shares of World Color Press; and

    2.
    Transact such other business as may properly come before the special meeting or any adjournment(s) or postponement(s) of the special meeting.

        The arrangement agreement, the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus. World Color Press shareholders are encouraged to read the arrangement agreement and related exhibits in their entirety and the other information contained in this proxy circular/prospectus, including the annexes, carefully before deciding how to vote.


Recommendation of the World Color Press Board of Directors

        After careful consideration, the World Color Press board of directors unanimously determined that the arrangement agreement and the transactions contemplated by the arrangement agreement, including the arrangement, are fair to the holders of World Color Press common shares and in the best interests of World Color Press and has unanimously approved and adopted the arrangement agreement, the plan of arrangement and the transactions contemplated by the arrangement agreement. The World Color Press board of directors unanimously recommends that World Color Press shareholders vote FOR the arrangement resolution.


Record Date and Entitlement to Vote

        The record date for determination of shareholders entitled to notice of and to vote at the World Color Press special meeting is 5:00 p.m. (Eastern Time) on May 17, 2010. Only holders of World Color Press common shares and World Color Press preferred shares at 5:00 p.m. (Eastern Time) on the record date are entitled to vote at the World Color Press special meeting.

        As of the record date, there were 65,230,765 World Color Press common shares and 12,499,929 World Color Press preferred shares outstanding and entitled to vote at the World Color Press special meeting.

        Each holder of World Color Press common shares is entitled to one vote for each World Color Press common share owned at 5:00 p.m. (Eastern Time) on the record date. Each holder of World Color Press preferred shares is entitled to 1.0851 votes for each World Color Press preferred share owned at 5:00 p.m. (Eastern Time) on the record date. To vote by telephone or via the Internet, see the instructions attached to your proxy card(s).

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Registered Holders of World Color Press Shares

        If you are a registered holder of World Color Press common shares or World Color Press preferred shares at 5:00 p.m. (Eastern Time) on the record date, you are entitled to attend the World Color Press special meeting in person or by proxy and to cast votes in respect of the shares held by you on the record date.


Non-Registered Shareholders

        The information in this section is important to many shareholders of World Color Press as a substantial number of such shareholders do not hold their shares of World Color Press in their own name.

        Non-registered shareholders should note that only proxies deposited by World Color Press shareholders whose names appear on the share register of World Color Press may be recognized and acted upon at the special meeting. If World Color Press common shares or World Color Press preferred shares are shown in an account statement provided to a non-registered shareholder by an intermediary, then in almost all cases the name of such non-registered shareholder will not appear in the share register of World Color Press. Such shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares of World Color Press will be registered in the name of CDS Clearing and Depositary Services Inc., which acts as a nominee for many brokerage firms. Such shares can only be voted by intermediaries in accordance with instructions received from the non-registered shareholders. As a result, non-registered shareholders of World Color Press should carefully review the voting instructions provided by their intermediary with this proxy circular/prospectus and ensure that they direct the voting of their shares of World Color Press in accordance with those instructions.

        Applicable securities laws in the provinces and territories of Canada require intermediaries to seek voting instructions from non-registered shareholders of World Color Press in advance of the special meeting. Each intermediary has its own mailing procedures and provides its own return instructions to clients. The purpose of the form of proxy or voting instruction form provided to a non-registered shareholder by such non-registered shareholder's intermediary is limited to instructing the registered holder on how to vote such shares on behalf of the non-registered shareholder. Most brokers in Canada now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (sometimes referred to as Broadridge). Broadridge typically prepares voting instruction forms, mails those forms to non-registered shareholders and asks those non-registered shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of such shares at the meeting. A non-registered shareholder receiving a voting instruction form from Broadridge cannot use that form to attend and vote their shares of World Color Press directly at the special meeting. Instead, a non-registered shareholder wishing to attend and vote its shares directly at the meeting must follow the instructions for doing so provided by Broadridge or its intermediary. Voting instruction forms must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the meeting in order to ensure that such shares are voted.


Quorum

        Pursuant to the Interim Order, attendance in person or by proxy of holders of at least 10% of the voting rights attached to the issued and outstanding World Color Press common shares and preferred shares entitled to vote on the arrangement resolution at the World Color Press special meeting will constitute a quorum for the transaction of business at the special meeting. If a quorum is not present, the special meeting may be adjourned to allow additional time for obtaining additional proxies or votes.

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At any subsequent reconvening of the World Color Press special meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the World Color Press special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.


Required Vote

        In accordance with the Interim Order, the arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present as described above and at least two-thirds of the votes cast by the holders of World Color Press common shares and the holders of World Color Press preferred shares, voting together as a single class, on the arrangement resolution are cast in favor of it.

        Any spoiled votes, illegible votes and defective votes will be considered not to be votes cast.

        If you do not return your proxy or submit your proxy by telephone or via the Internet or vote in person at World Color Press' special meeting, your vote will not be counted.


Voting Shares and Principal Holders of Voting Shares

        On the record date, there were outstanding 73,285,074 World Color Press common shares and 12,499,929 World Color Press preferred shares. Each World Color Press common share (other than the World Color Press common shares held in escrow) carries the right to one vote and each World Color Press preferred share carries the right to 1.0851 votes at the World Color Press special meeting.

        As of the record date, the only shareholders that, to the knowledge of World Color Press management, owned beneficially, or exercised control or direction over more than 10% of the total outstanding World Color Press common shares were:

    The Catalyst Group Inc., which controlled 10,062,672 World Color Press common shares or approximately 13.73% of the total outstanding World Color Press common shares as of that date; and

    Avenue Capital Management II, LP, which controlled 9,398,376 World Color Press common shares or approximately 12.82% of the total outstanding World Color Press common shares as of that date.

        As of the record date, the only shareholders that, to the knowledge of World Color Press management, owned beneficially, or exercised control or direction over more than 10% of the total outstanding World Color Press preferred shares were:

    The Catalyst Group Inc., which controlled 2,208,513 World Color Press preferred shares or approximately 17.67% of the total outstanding World Color Press preferred shares as of that date;

    West Face Capital, Inc., which controlled 2,000,000 World Color Press preferred shares or approximately 16.0% of the total outstanding World Color Press preferred shares as of that date;

    Avenue Capital Management II, LP, which controlled 1,352,496 World Color Press preferred shares or approximately 10.82% of the total outstanding World Color Press preferred shares as of that date; and

    Centerbridge Credit Partners Master, L.P., which controlled 1,318,684 World Color Press preferred shares or approximately 10.55% of the total outstanding World Color Press preferred shares as of that date.

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        On the record date, no directors or executive officers of World Color Press or their affiliates beneficially owned or had the right to vote any World Color Press common shares or preferred shares.


Proxies

        Your vote is very important. Whether or not you plan to attend the World Color Press special meeting, we urge you to vote promptly to ensure that your shares are represented at the meeting. You may vote by mail by dating and signing the enclosed form of proxy and promptly returning it in the postage-paid envelope provided. For a proxy to be valid, you (or your attorney, who must be authorized in writing) must sign and date it, and must either return it in the envelope provided or deposit it at the offices of Computershare Investor Services Inc. at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 or by fax at (416) 263-9524 or 1-866-249-7775; Attention: Proxy Department not later than 5:00 p.m. (Eastern Time) on June 22, 2010 or, if the World Color Press special meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned World Color Press special meeting is to be reconvened. An undated but executed proxy will be deemed to be dated the date of this document.

        You may also cast your vote by proxy via the Internet at the website indicated on your proxy card or by telephone by calling the toll-free number shown on your proxy card and following the instructions. You must do so not later than 5:00 p.m. (Eastern Time) on June 22, 2010 or, if the World Color Press special meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the time the World Color Press special meeting is to be reconvened. You will also need your control number located on the front of your proxy card to identify yourself to the system. If you submit your proxy via the Internet or by telephone, please do not return a signed form of proxy. A signed and completed form of proxy or properly submitted telephone or Internet proxy received by World Color Press prior to or at the World Color Press special meeting will be voted as instructed.

        There are two forms of proxy applicable to World Color Press shares: one applicable to holders of World Color Press common shares and one applicable to holders of World Color Press preferred shares. Please be sure to execute a vote—by telephone, Internet or mail—with regard to each form of proxy you receive.

        If you need an additional form of proxy, please contact our proxy solicitor, Laurel Hill, toll free at 1-877-304-0211. Banks and brokers may call collect at 416-304-0211.

        If your broker or other nominee or intermediary holds your shares in its name, carefully follow the instructions given to you by your broker or other intermediary to ensure that your shares are properly voted.


Voting of Proxies

        The individuals named in the enclosed form of proxy will vote the World Color Press shares represented by proxy in accordance with the instructions of the World Color Press shareholder who appointed them. If you submit a validly executed proxy without providing instructions, the World Color Press shares represented by the proxy will be voted "FOR" the arrangement resolution. The enclosed form of proxy, when properly completed and signed, confers discretionary authority on the appointed individuals to vote as they see fit on any amendment or variation to any of the matters identified in the notice of the World Color Press special meeting and on any other matter that may properly be brought before the World Color Press special meeting unless you direct that discretionary authority is not conferred on such individual. At the date of this document, neither the World Color Press board of directors nor management of World Color Press is aware of any variation, amendment or other matter to be presented for a vote at the World Color Press special meeting.

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Revocation of Proxies

        If you are a registered holder of World Color Press common shares or World Color Press preferred shares, you may revoke a proxy in several ways:

    by entering a new vote by telephone or the Internet prior to 5:00 p.m. (Eastern Time) on June 22, 2010;

    by executing, or having your attorney (who must be authorized in writing) execute, a written revocation of your proxy and delivering it to the Corporate Secretary of World Color Press or the offices of Computershare Investor Services Inc. at the address referred to above, at any time up to and including 5:00 p.m. (Eastern Time) on the last business day preceding the date of the World Color Press special meeting, or any adjournment of the World Color Press special meeting, or to the chairman of the World Color Press special meeting at any time before the World Color Press special meeting or any adjournment of the World Color Press special meeting;

    by completing and submitting, or having your attorney (who must be authorized in writing) complete and submit, a later-dated proxy card no later than 5:00 p.m. (Eastern time) on June 22, 2010; or

    by attending the World Color Press special meeting and voting your shares in person. Your attendance at the World Color Press special meeting alone will not revoke your proxy. You must also vote at the World Color Press special meeting in order to revoke a previously submitted proxy.

        You may also revoke your proxy in any other manner permitted by law.

        Only registered shareholders have the right to revoke a proxy. The execution by a registered shareholder of a proxy will not affect such registered shareholder's right to attend the meeting and vote in person, provided that such proxy is revoked prior to the commencement of the meeting in the manner described above. Non-registered shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.


Solicitation of Proxies

        The management of World Color Press is using this proxy circular/prospectus to solicit proxies from holders of World Color Press common shares and World Color Press preferred shares for use at the World Color Press special meeting and has designated the individuals listed on the enclosed form of proxy as persons whom World Color Press shareholders may appoint as their proxy holders. If you are a World Color Press shareholder and wish to appoint an individual not listed on the enclosed form of proxy to represent you at the World Color Press special meeting, you may do so either by crossing out the names on the enclosed form of proxy and inserting the name of that other individual in the blank space provided on the enclosed form of proxy or by completing another acceptable form of proxy. A proxy nominee need not be a World Color Press shareholder. If the World Color Press shareholder is a corporation, it must execute the proxy by an officer or properly appointed attorney.

        World Color Press will bear the expenses in connection with the solicitation of proxies from World Color Press shareholders, except that World Color Press and Quad/Graphics have agreed to share equally out-of-pocket expenses related to the printing and filing of this proxy circular/prospectus. Laurel Hill is acting as proxy solicitation agent for World Color Press, for which it will be paid a fee of approximately $53,000. Laurel Hill will also be reimbursed for its reasonable out-of-pocket expenses in connection with the solicitation. The fees and expenses of Laurel Hill will be paid by World Color Press.

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        World Color Press and Quad/Graphics have engaged Computershare Investor Services Inc. to act as depositary for the receipt of World Color Press share certificates and related letters of transmittal deposited pursuant to the arrangement. The depositary will receive reasonable and customary compensation for its services in connection with the arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by World Color Press against certain liabilities under applicable securities laws and expenses in connection therewith.

        Solicitation of proxies may also be made by mail, in person, or by telephone, email, Internet, facsimile, telegram or other means of communication, by World Color Press' directors, officers and employees. These people will receive no additional compensation for these services, but will be reimbursed for any transaction expenses incurred by them in connection with these services.


Dissent Rights

        If you are a registered holder of World Color Press common shares, in accordance with the Interim Order, you will have the right to dissent from the arrangement resolution. If the arrangement becomes effective and you properly dissent from the arrangement resolution in compliance with the Interim Order, Section 190 of the CBCA and article 3 of the plan of arrangement, you will be entitled to be paid by World Color Press the fair value of the World Color Press common shares you hold, determined as of the close of business on the day before the arrangement resolution is approved.

        If you want to dissent, you must dissent for all your shares. If you hold shares on behalf of one or more beneficial owners, Section 190 of the CBCA allows you to dissent only for all the shares you hold on behalf of any one beneficial owner that are registered in your name.

        Under Section 190 of the CBCA, you may dissent only for shares that are registered in your name. In many cases, people beneficially own shares that are registered either:

    in the name of an intermediary, such as a bank, trust company, securities dealer, broker, trustee or administrator of "registered retirement savings plans", "registered retirement income funds", "registered educational savings plans" and similar plans and their nominees, as these terms are defined under the Income Tax Act (Canada); or

    in the name of a clearing agency in which the intermediary participates, such as CDS Clearing and Depository Services Inc. or The Depository Trust Company.

        If you want to dissent and your shares are registered in someone else's name, you must contact your intermediary and either:

    instruct your intermediary to exercise the dissent rights on your behalf (which, if the shares are registered in the name of a clearing agency, will require that the shares first be re-registered in your intermediary's name); or

    instruct your intermediary to re-register the shares in your name, in which case you will have to exercise your dissent rights directly.

In other words, if your shares are registered in someone else's name, you will not be able to exercise your dissent rights directly unless the shares are re-registered in your name.

        If you want to dissent in respect of the arrangement resolution, you must provide a written dissent notice to World Color Press' Corporate Secretary at World Color Press Inc., 999 de Maisonneuve Blvd. West, Suite 1100, Montréal, Québec, H3A 3L4, Attention: Corporate Secretary, facsimile number (514) 877-5104, not later than 5:00 p.m. (Eastern Time) on the business day prior to the date of the World Color Press special meeting (or any adjournment or postponement of the World Color Press special meeting). If you do not strictly comply with this requirement, you could lose your right to dissent. This requirement is different from the statutory dissent procedures of section 190 of the

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CBCA, which would permit a dissent notice to be provided at or prior to the World Color Press special meeting.

        If you send a dissent notice, you still have the right to vote at the World Color Press special meeting. However, under the CBCA, if you send a dissent notice and then vote your World Color Press common shares in favor of the arrangement resolution, you will no longer be considered a dissenting shareholder with respect to the World Color Press common shares. You must either vote against the arrangement resolution or abstain to dissent.

        The CBCA does not provide (and World Color Press will not assume) that a vote against the arrangement resolution or an abstention constitutes a dissent notice. Similarly, if you give someone a proxy to vote for the arrangement resolution and then revoke the proxy, your revocation does not constitute a dissent notice. However, if you want to dissent, you should revoke any proxy that instructs the proxy holder to vote for the arrangement resolution to prevent the proxy holder from voting your shares in favor of the arrangement resolution and causing you to forfeit your dissent rights. For instructions on revoking a proxy, see "—Revocation of Proxies" beginning on page 67.

        If you dissent, World Color Press is required to notify you that the arrangement resolution has been adopted within 10 days after World Color Press' shareholders adopt the resolution. World Color Press is not required to send you a notice if you vote for the arrangement resolution or withdraw your dissent notice.

        If you dissent, you must send World Color Press (to its Corporate Secretary at the address above) a written demand for payment within 20 days after you receive World Color Press' notice that the arrangement resolution has been adopted. If you do not receive that notice, you must send a written demand for payment within 20 days after you learn that the arrangement resolution has been adopted. Your demand for payment must contain:

    your name and address;

    the number of World Color Press common shares for which you are dissenting; and

    a demand for payment of the fair value of those shares.

        Within 30 days of sending a demand for payment, you must send World Color Press (to its Corporate Secretary at the address above) the certificates representing your dissenting shares. If you do not send in your certificates, you forfeit your right to dissent. World Color Press' transfer agent will endorse on your share certificates a notice that you are a dissenting shareholder and will then send the certificates back to you.

        After you send your demand for payment, you will no longer have any rights as a World Color Press shareholder other than the right to be paid the fair value of your shares unless:

    you withdraw your demand for payment before World Color Press makes a written offer to pay;

    World Color Press does not make you a timely written offer to pay and you withdraw your demand for payment; or

    World Color Press' board of directors revokes the arrangement resolution.

        In all three cases described above, your rights as a shareholder will be reinstated, and in the first two cases, your shares will be subject to the arrangement if it has been completed.

        Also, under the plan of arrangement, if you duly exercise your dissent rights and are ultimately determined to have the right to be paid the fair value of your shares, you will be deemed to have transferred your shares to World Color Press at the effective time of the arrangement. If you exercise your dissent rights but are ultimately determined for any reason not to have the right to be paid the fair value of your shares, you will be deemed to have participated in the arrangement like any

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non-dissenting shareholder and you will be entitled to receive, for each World Color Press common share, the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio and any cash payable, in each case determined in accordance with the plan of arrangement and the arrangement agreement.

        If you dissent, within seven days after the later of the effective date of the arrangement and the date when World Color Press receives your demand for payment, World Color Press is required to send you an offer to pay for your shares. That offer must be in an amount that World Color Press' board of directors considers to be the fair value of the shares. World Color Press must also send you a statement with the offer to pay showing how the fair value was determined. World Color Press must pay for your shares within 10 days after you accept the offer to pay, but the offer of World Color Press to pay you will lapse if your acceptance is not received within 30 days after it has made the offer to pay.

        If you do not accept the offer or if World Color Press fails to make you an offer to pay after you have sent your demand for payment, World Color Press may apply to a court in the Province of Québec to fix a fair value for the shares of all dissenting shareholders. If World Color Press decides to apply to a court to fix the fair value, it must do so within 50 days after the effective date of the arrangement or within any longer period that the court allows. If World Color Press fails to apply to a court, you may apply to a court in Québec for the same purpose within a further period of 20 days or within any longer period that the court allows. You are not required to give security for the costs of applying to a court.

        If World Color Press, you or another dissenting shareholder applies to a court, all dissenting shareholders whose shares have not been purchased by World Color Press will be joined as parties and will be bound by the court's decision. World Color Press will be required to notify each affected dissenting shareholder of the date, place and consequences of the application and of the shareholder's right to appear and be heard in person or by counsel. The court may determine whether any person is a dissenting shareholder who should be joined as a party, and the court will then fix a fair value for the shares of all dissenting shareholders. The court will render a final order against World Color Press in favor of each dissenting shareholder and for the amount of the fair value of the dissenting shareholder's shares. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the effective date of the arrangement until the date of payment.

        This is only a summary of the dissenting shareholder provisions of the Interim Order, the plan of arrangement and the CBCA, which are technical and complex. The plan of arrangement is included as part of Annex A attached hereto. Copies of Section 190 of the CBCA and the Interim Order are attached hereto as Annex F and part of Annex G, respectively. If you want to dissent, we recommend that you seek legal advice since, if you fail to comply strictly with the provisions of the Interim Order, the plan of arrangement and the CBCA, you could forfeit your dissent rights.

        The Canadian federal income tax consequences to a holder of World Color Press common shares who exercises dissent rights and who receives fair value for the holder's shares from World Color Press will be different from the consequences to a holder who participates in the arrangement. For more information see "Material Canadian Federal Income Tax Considerations" beginning on page 139.

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THE ARRANGEMENT

World Color Press Arrangement Proposal

        At the World Color Press special meeting, holders of World Color Press common shares and World Color Press preferred shares will be asked to vote on the approval of the arrangement resolution and thereby approve the arrangement. The arrangement will not be completed unless World Color Press' shareholders approve the arrangement resolution.


Background of the Arrangement

        The credit crisis and global economic weakness of early 2008 resulted in constrained advertising spending and, in certain cases, financial difficulties for World Color Press' customers in its North American segment. This put significant downward pressure on both volumes and, to a lesser degree, on price, across nearly all of World Color Press' North American printing and related services. On January 21, 2008, Quebecor World Inc., later renamed World Color Press, obtained an order from the Québec Superior Court granting creditor protection under the CCAA for itself and the U.S. Debtors. On the same date, World Color Press' U.S. subsidiaries filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court. On June 22, 2009, the creditors of World Color Press approved a plan of compromise or reorganization under the CCAA and Chapter 11 of the U.S. Bankruptcy Code, which was sanctioned by the Québec Superior Court on June 30, 2009 and confirmed by the U.S. Bankruptcy Court on July 2, 2009. The plan was implemented following various transactions that were completed on July 21, 2009, at which time Quebecor World Inc. emerged from bankruptcy protection and adopted the name World Color Press. All references to World Color Press prior to July 21, 2009 refer to Quebecor World Inc.

        On May 12, 2009, prior to emerging from bankruptcy protection, World Color Press received a preliminary indication of interest from R.R. Donnelley (sometimes referred to as Donnelley) to purchase all or substantially all of World Color Press' assets and properties. World Color Press' then management consulted with outside financial and legal advisors, as well as its creditors, and ultimately decided not to enter into a transaction with Donnelley. At that time, World Color Press' creditors and then current management decided against pursuing the indication of interest from Donnelley because they concluded that the price and terms proposed by Donnelley, taken together with the execution risk of reaching a definitive agreement with Donnelley and obtaining necessary regulatory approvals did not justify jeopardizing the ability of World Color Press to complete a refinancing, replace its expiring credit facility and emerge from bankruptcy protection.

        After World Color Press' emergence from bankruptcy protection on July 21, 2009, new independent directors were named to the company's board of directors, including Mark A. Angelson, who became chairman of the board of directors. During this time, the new board of directors informally discussed potential strategic transactions, but did not pursue or rule out any alternatives.

        On August 11, 2009, Mr. Angelson met with J. Joel Quadracci, president and chief executive officer of Quad/Graphics, to discuss industry developments. During this meeting, Mr. Angelson suggested to Mr. Quadracci that Quad/Graphics consider a combination with World Color Press. Thereafter, Quad/Graphics' senior management concluded that it was advisable to continue preliminary discussions with World Color Press to investigate further the potential advantages and disadvantages of the proposed combination for consideration by the Quad/Graphics board of directors. In addition, on August 11, 2009, Mr. Angelson and Kristopher Wood, an outside financial advisor to World Color Press, met with representatives of Morgan Stanley to discuss World Color Press' potential strategic alternatives. At that meeting, Messrs. Angelson and Wood and the representatives of Morgan Stanley explored the potential business combination and financing transactions that they believed were available to be pursued by World Color Press at that time. They considered approximately 20 potential transactions and evaluated the potential benefits and risks of each potential transaction using various metrics including the value of potential synergies, operational strengths and weaknesses, the feasibility

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of completing a potential transaction, size of the transaction and financial impact on World Color Press. These transactions included potential acquisitions by World Color Press of smaller printing companies, possible business sales or exchanges and the possible sale of World Color Press to another company. Among other factors, they considered the mix of the potential counterparties' business lines and whether those business lines would be complementary to World Color Press' existing business lines, and the potential counterparties' margins and sizes relative to World Color Press. Based on these discussions, World Color Press' senior management concluded that each business combination alternative considered was in the aggregate and taking into account the challenges and uncertainty associated with executing such transactions, likely to be less favorable than a potential transaction with Quad/Graphics and a combination with Quad/Graphics appeared to represent the strategic alternative most likely to be in World Color Press' best interests. The synergies that appeared to be available from a potential business combination transaction with Quad/Graphics were an important consideration in their analysis, although other factors (including their assessment of the achievability of alternative business combination transactions with other potential counterparties and J. Joel Quadracci's historic success in managing Quad/Graphics) were also relevant. They also considered potential financing transactions that would result in refinancing the debt that World Color Press incurred in connection with its exit from bankruptcy and decided to continue to pursue such a refinancing on a parallel track with World Color Press' consideration of a transaction with Quad/Graphics since, at that time, the two alternative transactions were not incompatible. From time to time after August 11, 2009, Mr. Angelson discussed World Color Press' strategic alternatives with certain of World Color Press' other directors on an informal basis and updated them regarding the status of the discussions with Quad/Graphics.

        On August 19, 2009, a meeting was held at the offices of Quad/Graphics' outside legal advisor, Foley & Lardner LLP. The meeting was attended by Messrs. Angelson and Quadracci, as well as Mr. Wood and a representative from World Color Press' outside legal advisor, Sullivan & Cromwell LLP, John Fowler, Quad/Graphics' chief financial officer, and a representative from Foley & Lardner. The parties had a preliminary discussion regarding a combination between Quad/Graphics and World Color Press in which Mr. Quadracci would be the chief executive officer of the combined company. The parties discussed various issues that such a transaction would present. At the conclusion of the meeting, and subject to the execution of an appropriate confidentiality agreement, the parties agreed to share some initial due diligence materials and continue the conversation. On August 19, 2009, the parties signed a mutual non-disclosure and exclusivity agreement (sometimes referred to as the Confidentiality Agreement), which, among other things, provided for an exclusivity period through October 15, 2009.

        The parties met on August 28, 2009, with Messrs. Quadracci, Fowler, Angelson and Wood in attendance, and discussed Quad/Graphics' ownership and dual-class voting structure, valuation methodology, basic financial information concerning Quad/Graphics to assess the relative size of Quad/Graphics as compared to World Color Press, and other possible terms of a transaction, including the potential management structure for the combined company and the information and due diligence process necessary to move forward with the potential transaction. The parties agreed that, if a transaction were completed, the Quadracci family, through the high vote stock, would control the combined company. Messrs. Fowler and Wood met again on September 3, 2009. Quad/Graphics shared historical audited financial information and the parties compared key financial margins and metrics and discussed the scope of due diligence.

        The Quad/Graphics board of directors was advised of the ongoing discussions with World Color Press at a meeting held on September 4, 2009. The board discussed the proposed transaction in a very preliminary fashion and also discussed the implications of Quad/Graphics becoming a public company assuming that the transaction ultimately was consummated. At the conclusion of the meeting, the board directed Quad/Graphics' management to continue the discussions with World Color Press. In addition, in September 2009, Quad/Graphics engaged J.P. Morgan Securities Inc. to act as its financial advisor with respect to the proposed transaction.

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        On September 8, 2009, World Color Press announced that Mr. Angelson would become chief executive officer of World Color Press. World Color Press' board of directors also appointed a new chief financial officer, chief legal officer and chief information officer during September. Also during September, Morgan Stanley was retained to act as financial advisor to World Color Press in connection with a possible transaction with Quad/Graphics.

        Representatives of Quad/Graphics and World Color Press met on September 10, 2009, and discussed possible transaction synergies and price and other terms of a potential transaction, and exchanged due diligence information. Quad/Graphics' initial proposal was for a 70% Quad/Graphics and 30% World Color Press pro forma equity ownership split, but at the meeting, the price terms agreed by the parties narrowed the economic range to a Quad/Graphics proposal of 60-65% Quad/Graphics ownership and a World Color Press proposal of 40-45% World Color Press ownership, in all cases subject to more detailed due diligence, negotiation of definitive transaction terms and approval of their respective boards of directors. The parties discussed pricing in terms of relative ownership splits only, and did not attribute relative dollar values to Quad/Graphics' or World Color Press' securities. Among other factors, the parties considered that Quad/Graphics' and World Color Press' relative margins, relative historic liabilities and relative capital structures were important criteria in determining the parties' relative valuations.

        On September 30, 2009, the parties amended and restated the Confidentiality Agreement and agreed to a mutual exclusivity period through December 15, 2009.

        During October 2009, World Color Press and Quad/Graphics commenced more detailed mutual due diligence. World Color Press' senior management also examined the possibility of refinancing World Color Press' debt given the continued easing of the credit market. World Color Press commenced work on the refinancing alternatives, but determined to defer any refinancing decision until the conclusion of the discussions with Quad/Graphics. World Color Press' management believed that continuing with the refinancing could require disclosure to potential creditors of its negotiations with Quad/Graphics. Since Quad/Graphics had previously indicated to World Color Press' management that Quad/Graphics wished to avoid public disclosure of its discussions with World Color Press, World Color Press' management believed the disclosure of its negotiations with Quad/Graphics to potential creditors would likely have seriously jeopardized continuation of the Quad/Graphics discussions with World Color Press. This decision was periodically reconsidered by World Color Press' management and board of directors in light of conditions in the leveraged finance markets and the progress of discussions with Quad/Graphics, but the conclusion did not change.

        On October 26, 2009, the Quad/Graphics board of directors, at a regularly scheduled meeting, received an update of the status of discussions with World Color Press as well as an updated report on the due diligence investigation (including due diligence on legal, tax, human resources and operations) completed to date. In connection with the update, Quad/Graphics' board of directors discussed a preliminary synergy analysis, the implications of Quad/Graphics becoming a public company assuming that the transaction ultimately was consummated, the timeline and mechanics of the transaction and the economic split between the Quad/Graphics proposal of 60-65% Quad/Graphics ownership and the World Color Press proposal of 40-45% World Color Press ownership.

        On October 28, 2009, World Color Press and Quad/Graphics met to discuss the results of their respective due diligence investigations to date and their respective synergy analyses. The parties also had further discussion with respect to the economic split between the Quad/Graphics proposal of 60-65% Quad/Graphics ownership and the World Color Press proposal of 40-45% World Color Press ownership based on the due diligence findings.

        On November 9 and 10, 2009, World Color Press' board of directors met and discussed the potential business combination between World Color Press and Quad/Graphics and received presentations from management, financial and legal advisors on the possible transaction. World Color Press' board of directors also considered World Color Press' strategic alternatives, including possible

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joint ventures, asset swaps, business combination transactions and debt refinancing, as well as operational issues that World Color Press would face on a standalone basis such as whether the existing management team and manufacturing platform were optimal to improve operating and financial results and to maximize shareholder value. The board of directors, with the assistance of management and Morgan Stanley, considered that a refinancing transaction had the potential to reduce World Color Press' borrowing costs but would not create as much value for World Color Press' shareholders as the potential business combination transaction with Quad/Graphics. The board of directors and World Color Press management discussed that it would be challenging for World Color Press to continue to proceed with a refinancing transaction on a parallel track with a potential transaction with Quad/Graphics at that time. Among other reasons, Quad/Graphics indicated that it would not proceed with its due diligence and negotiations with World Color Press if World Color Press made a public announcement regarding its discussions with Quad/Graphics; however, if World Color Press had proceeded with the refinancing transaction, such a public announcement may have been required under applicable laws. Accordingly, the board of directors determined that the two potential transactions were incompatible at that time. The board of directors and World Color Press management also reviewed and discussed the availability of favorable credit terms. Based on their review, they determined that it was reasonable to take the risks that the credit markets would remain stable or improve and that credit terms would not be materially worse in three to six months if World Color Press postponed a refinancing transaction pending consideration of a strategic transaction with Quad/Graphics. The board of directors, with the assistance of management and Morgan Stanley, also reevaluated the list of approximately 20 potential transaction counterparties considered by World Color Press senior management on August 11, 2009 and once again compared each potential transaction using various metrics including the value of potential synergies, operational strengths and weaknesses, the feasibility of completing a potential transaction, size of the transaction and financial impact. The synergies that appeared to be available from a potential business combination transaction with Quad/Graphics were an important consideration in their analysis, although other factors (including their assessment of the achievability of alternative business combination transactions with other potential counterparties, the mix of the potential counterparties' business lines and whether those business lines would be complementary to World Color Press' existing business lines and J. Joel Quadracci's historic success in managing Quad/Graphics) were also relevant. This analysis was most favorable to Quad/Graphics and for this reason, and in light of Quad/Graphics' continued request for exclusivity as a condition of being willing to continue its due diligence of, and negotiations with, World Color Press, the board of directors concluded that a combination with Quad/Graphics was sufficiently attractive to justify pursuing that transaction in priority to other possibilities. World Color Press' board of directors directed management to continue negotiations with Quad/Graphics but also to continue to be prepared to move forward with a refinancing in the event the parties were unable to agree on a transaction with Quad/Graphics.

        The board of directors of Quad/Graphics met again on November 16, 2009, which meeting was also attended by Quad/Graphics' senior management as well as its outside legal and financial advisors. The Quad/Graphics' board received and discussed presentations on the ongoing due diligence investigation, transaction valuation considerations and key transaction terms, as well as the implications of Quad/Graphics becoming a publicly-traded company. At the conclusion of the meeting, the board directed management to continue its discussion with World Color Press.

        On November 18, 2009, Messrs. Angelson, Quadracci, Wood and Fowler met and agreed in principle to move forward to seek to negotiate a transaction in which Quad/Graphics would go public and be the acquiror of World Color Press with a 60% Quad/Graphics and 40% World Color Press pro forma equity ownership split, a dual-class share structure and respective cash payments at closing of $140 million to Quad/Graphics shareholders and $93,333,333 to World Color Press equityholders.

        In late November and early December 2009, representatives of World Color Press and its outside financial and legal advisors and other consultants, and representatives of Quad/Graphics and its outside financial and legal advisors and other consultants, continued their respective due diligence

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investigations, including in relation to World Color Press' pension liabilities, financial, legal, environmental and operational matters and potential synergies. On December 8, 2009, Quad/Graphics' senior management made a presentation to World Color Press' board of directors regarding Quad/Graphics and its view of the anticipated strategic, financial and operational characteristics of the combined company. Later in December, members of the World Color Press management team made presentations to the senior management team of Quad/Graphics. The presentations, which were part of Quad/Graphics' diligence to better understand the non-overlapping businesses, related to World Color Press' operations in Canada and Latin America and its retail, book and directory printing operations. The parties also began to discuss the contractual terms of a transaction. These discussions included the scope of the voting and support agreement, if any, to be provided by the Quadracci family and a number of other terms that affected transaction certainty.

        World Color Press and Quad/Graphics also further amended the amended and restated Confidentiality Agreement to extend the exclusivity period through January 15, 2010.

        World Color Press' board of directors met on several occasions in November and December of 2009 and January 2010 to, among other matters, receive updates regarding the potential transaction with Quad/Graphics.

        On December 18, 2009, Quad/Graphics' board of directors met and, among other things, received a presentation on due diligence completed to date as well as a status update with respect to the potential transaction with World Color Press.

        In early and mid-January, 2010, World Color Press and its outside legal advisors met with Quad/Graphics and its outside legal advisors to continue negotiations of the terms of a potential transaction. The parties came to agreement, subject to board approval and further negotiation, on the key terms of the transaction, including the 60% Quad/Graphics and 40% World Color Press pro forma equity ownership split and the dual-class (high vote/low vote) share structure with the low vote shares being listed and traded on a national stock exchange in the U.S. (and with the understanding that the Quadracci family, through the high vote stock, would control the combined company). Other significant issues that were resolved included the scope of the voting and support agreement, the efforts required to procure government approvals of the transaction, the scope of closing conditions, the exclusions from the definition of material adverse effect in the arrangement agreement, the scope of interim operating covenants, the availability to World Color Press common shareholders of any cash remaining of the $93,333,333 available after payments in respect of World Color Press' other equity securities including preferred shares, warrants, restricted share units and deferred share units, and the basis on which the Share Exchange Ratio would be adjusted.

        World Color Press and Quad/Graphics also further amended the amended and restated Confidentiality Agreement to extend the exclusivity period through January 25, 2010.

        On January 19 and 24, 2010, the Quad/Graphics board of directors met to consider the proposed transaction with World Color Press. Quad/Graphics' outside legal and financial advisors attended both meetings. At these meetings, the board received updates on the status of negotiations relating to the arrangement agreement, presentations regarding the due diligence investigation and findings related thereto, presentations regarding the proposed structure of the transaction and tax implications flowing from the proposed structure, a summary of the proposed financing for the transaction as well as presentations relating to the impact of becoming a public company. The board also received presentations and advice from J.P. Morgan Securities with respect to the financial aspects of the proposed transaction at the meeting on January 24, 2010. Following the foregoing deliberations, including consideration of the factors described under—"Quad/Graphics' Reasons for the Arrangement" beginning on page 92, the Quad/Graphics board of directors unanimously approved the arrangement agreement and the plan of arrangement with World Color Press and concluded that the arrangement agreement and the transactions contemplated thereby are fair to and in the best interests of Quad/Graphics and its shareholders. The Quad/Graphics board further authorized and directed

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management to execute the arrangement agreement. The Quad/Graphics board of directors also approved various charter amendments contemplated by the arrangement agreement as well as the financing necessary to complete the transactions contemplated by the arrangement agreement.

        On January 7, 8, 15, 20, 24 and 25, 2010, World Color Press' board of directors met to receive updates on transaction terms, due diligence results and other matters relating to the transaction. At each of these meetings (or if the meetings were on consecutive days, on one of the two days), World Color Press' management provided directors with updates on the progress and results of the due diligence process, representatives of Sullivan & Cromwell LLP discussed the status of contract negotiations with Quad/Graphics and Morgan Stanley updated the board on its financial analysis. Representatives of Osler, Hoskin & Harcourt LLP discussed directors' legal duties in connection with considering a transaction with Quad/Graphics at the meetings held on January 7, 20 and 24, 2010. Representatives of KPMG LLP, present at the January 8 and 20, 2010 meetings, discussed the results of their due diligence investigation of Quad/Graphics, which focused on accounting, tax and controls. On January 25, 2010, Morgan Stanley delivered to World Color Press' board of directors its oral opinion, subsequently confirmed in writing, that based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, as of January 25, 2010, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair, from a financial point of view, to holders of World Color Press common shares, as described in—"Opinion of World Color Press' Financial Advisor" beginning on page 79.

        Following discussions among World Color Press' directors over several meetings, including consideration of the factors described under—"World Color Press' Reasons for the Arrangement; Recommendation of the Board of Directors" beginning on page 76, World Color Press' board of directors unanimously approved the arrangement agreement and plan of arrangement with Quad/Graphics and declared the arrangement agreement and the transactions contemplated thereby advisable and fair to the holders of the World Color Press common shares and in the best interests of World Color Press. World Color Press' board of directors authorized and directed management to sign the definitive arrangement agreement and resolved that the World Color Press special meeting be convened to consider and approve the arrangement agreement, all as described in "The Special Meeting of World Color Press Shareholders" beginning on page 63.

        On January 25, 2010, World Color Press and Quad/Graphics executed the arrangement agreement. On the same day, Quad/Graphics executed the commitment relating to the financing necessary to complete the transactions contemplated by the arrangement agreement and various shareholders of Quad/Graphics executed the voting and support agreement.


World Color Press' Reasons for the Arrangement; Recommendation of the Board of Directors

        At a special meeting held on January 25, 2010, World Color Press' board of directors determined by unanimous vote that the arrangement is in the best interests of World Color Press and its shareholders. Accordingly, World Color Press' board of directors unanimously recommends that World Color Press' shareholders vote For the arrangement resolution at the World Color Press special meeting.

        In reaching its decision to approve the arrangement agreement and the arrangement, and its determination that the arrangement is in the best interests of World Color Press and its shareholders, World Color Press' board of directors received advice from World Color Press management and legal, financial, tax and accounting advisors and considered a number of factors. The material positive factors considered by the World Color Press board of directors include the following:

    The arrangement is projected to increase the value of World Color Press' equity interests by permitting the World Color Press shareholders to participate in the realization of the economic and operating synergies and other benefits anticipated to result from the combination of

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      Quad/Graphics and World Color Press. In this regard the World Color Press board of directors considered:

      The advice of World Color Press management that the combination should result in at least $285 million in annual run-rate synergies within 24 months of closing, with an estimated associated net one-time cost to achieve of $225 million;

      The analysis performed by Morgan Stanley, based on and subject to various assumptions, qualifications, considerations and limitations, of the estimated illustrative value of the transaction consideration to be received by the holders of World Color Press common shares (See "Opinion of World Color Press' Financial Advisor—Illustrative Value to World Color Press Shareholders Analysis" beginning on page 89) relative to the present value of the estimated future share price of World Color Press on a stand-alone basis and without a transaction (See "Opinion of World Color Press' Financial Advisor—World Color Press Stand-Alone Present Value of Future Share Price Analysis" beginning on page 83);

      Information regarding the opportunities and risks inherent in continuing to operate World Color Press as a stand-alone company, information regarding the opportunities and risks that will be applicable to the combined company and the likelihood that the combined company would have substantially enhanced ability to take advantage of opportunities and resources to address risks;

      The fact that the arrangement is projected, after giving effect to projected synergies, to lead to substantially greater EBITDA and earnings per share than the World Color Press stand-alone projections;

    The presentation to the World Color Press board of directors by Mr. Quadracci and the senior management team at Quad/Graphics, which together with information provided by World Color Press management showed a long record of success of the Quadracci family and the Quad/Graphics managers in building and operating Quad/Graphics in a manner that combines superior economic performance with innovation, superior customer service and commitment to employees;

    Advice from World Color Press management as to other possible strategic transactions, the likelihood that those transactions could be effected, the possible economic terms on which they might be effected and the economic benefits that might be realized by World Color Press shareholders in such transactions;

    The fact that the arrangement agreement does not preclude the making of, or the World Color Press' board of directors' consideration and acceptance of, an unsolicited superior acquisition proposal until approval of the arrangement agreement by World Color Press shareholders;

    The terms of the arrangement agreement, including the fact that the arrangement agreement does not include any financing contingency and exclusions from the definition of "material adverse effect", making it unlikely that Quad/Graphics could assert the existence of a material adverse effect giving them a right not to complete the arrangement;

    The terms of the voting and support agreement pursuant to which the votes necessary to obtain approval of Quad/Graphics shareholders are committed, subject only to a right to withdraw to accept a superior proposal;

    The satisfactory results of the due diligence review of Quad/Graphics conducted by World Color Press management and outside advisors;

    The terms of the Quad/Graphics Charter, which includes provisions that will provide some protections for holders of Quad/Graphics class A stock with respect to equivalence with the

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      Quad/Graphics class B stock in respect of distributions and consideration in change in control transactions;

    The advice of Sullivan & Cromwell LLP to the board of directors of World Color Press that the combination of World Color Press and Quad/Graphics should be permissible under U.S. antitrust laws;

    The opinion of Morgan Stanley, dated January 25, 2010 to the board of directors of World Color Press, to the effect that as of the date thereof and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair, from a financial point of view, to holders of World Color Press common shares; and

    The approval process for the arrangement, including the requirement for the approval of the arrangement resolution by two-thirds of the votes cast by holders of World Color Press common shares and holders of World Color Press preferred shares, voting together as a class, and the requirement for the Superior Court of Quebec to approve the arrangement and issue a final order concerning its approval.

        The World Color Press board of directors also considered and balanced against the potential benefits of the arrangement a number of potentially adverse factors, including the following:

    The risk that the arrangement might not be completed in a timely manner, or at all, including the risk of adverse reactions of government authorities;

    The fact that Quad/Graphics will be controlled by the Quadracci family, leaving control and timing of any change in control, along with the general business direction of Quad/Graphics, with the Quadracci family;

    The fact that Quad/Graphics is and has always been a private company and the possibility that it may find the transition to becoming a public company to be more challenging than anticipated;

    The fact that Quad/Graphics management does not have experience in integrating large acquisitions and the possibility that neither the synergy run rate level projected by World Color Press management of $285 million per year nor the level projected by Quad/Graphics of $225 million per year will be realized, and that the cost to achieve synergies may be greater than expected;

    The fact that the Share Exchange Ratio is fixed at signing (subject to certain specified adjustments) so that World Color Press shareholders will bear the risk of reductions in the value of Quad/Graphics between signing and closing;

    The fact that the arrangement agreement places limitations on World Color Press' ability to solicit, consider or respond to third party acquisition proposals and requires the payment to Quad/Graphics of a termination fee of $40 million or the reimbursement of expenses of up to $20 million in the event World Color Press chooses to accept a superior proposal in accordance with the terms of the arrangement agreement;

    The fact that the consummation of the arrangement is subject to financing risk, notwithstanding the absence of a financing condition in the arrangement agreement;

    The fact that the arrangement agreement was entered into without any recent pre-signing market check; and

    The fact that the consideration will be taxable to World Color Press' U.S. and Canadian shareholders.

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        The World Color Press board of directors also considered the interests of and the effect of the arrangement on other stakeholders of World Color Press, including the holders of outstanding preferred shares, warrants, restricted share units and deferred share units and World Color Press' employees and creditors.

        This discussion of the information and factors considered by World Color Press' board of directors is not intended to be exhaustive, but addresses the major information and factors considered by World Color Press' board of directors in its consideration of the arrangement. In reaching its conclusion, World Color Press' board of directors did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of World Color Press' board of directors may have given different weight to different factors.


Opinion of World Color Press' Financial Advisor

        The World Color Press board of directors retained Morgan Stanley to provide World Color Press with financial advisory services and a financial fairness opinion in connection with a possible business combination, merger or sale of World Color Press. World Color Press selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise, reputation and because its investment banking professionals have substantial experience in comparable transactions. At the meeting of the World Color Press board of directors on January 25, 2010, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of January 25, 2010, and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair from a financial point of view to the holders of World Color Press common shares.

        The full text of the written opinion of Morgan Stanley, dated as of January 25, 2010, is attached to this proxy circular/prospectus as Annex B. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley encourages you to read carefully the entire opinion. The opinion, and the other views and analysis of Morgan Stanley referenced throughout this proxy circular/prospectus, do not constitute a recommendation to any holder of World Color Press common shares as to how to vote at any shareholders' meeting to be held in connection with the arrangement. In addition, the opinion does not in any manner address the price at which the Quad/Graphics class A stock will trade at any time following consummation of the arrangement. Morgan Stanley provided its opinion for the information and assistance of the World Color Press board of directors in connection with the directors' consideration of the arrangement and addresses only the fairness from a financial point of view of the transaction consideration pursuant to the arrangement agreement to holders of World Color Press common shares as of the date of the opinion. It does not address any other aspect of the arrangement. The summary of the opinion of Morgan Stanley set forth in this proxy circular/prospectus is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, Morgan Stanley, among other things:

    1)
    Reviewed certain publicly available financial statements and other business and financial information of World Color Press;

    2)
    Reviewed certain financial statements and other business, operating and financial information of World Color Press and Quad/Graphics;

    3)
    Reviewed certain financial projections prepared by the managements of World Color Press and Quad/Graphics, respectively;

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    4)
    Reviewed information relating to certain strategic, financial and operational benefits anticipated from the arrangement, prepared by the managements of World Color Press and Quad/Graphics, respectively;

    5)
    Discussed the past and current operations and financial condition and the prospects of World Color Press, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, with management of World Color Press;

    6)
    Discussed the past and current operations and financial condition and the prospects of Quad/Graphics, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, with management of Quad/Graphics;

    7)
    Reviewed the pro forma impact of the arrangement on Quad/Graphics' earnings per share, cash flow, consolidated capitalization and financial ratios;

    8)
    Reviewed the reported prices and trading activity for World Color Press common shares;

    9)
    Compared the financial performance of World Color Press and Quad/Graphics and the prices and trading activity of World Color Press common shares with that of certain publicly-traded companies comparable with World Color Press and Quad/Graphics, respectively, and their securities;

    10)
    Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

    11)
    Participated in certain discussions and negotiations among representatives of World Color Press and Quad/Graphics and their financial and legal advisors;

    12)
    Reviewed the arrangement agreement, the draft commitment letter from certain lenders dated January 25, 2010 (together with the associated fee letter (sometimes referred to as the Commitment Letter)), and certain related documents; and

    13)
    Performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available, supplied or otherwise made available to Morgan Stanley by World Color Press and Quad/Graphics, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of World Color Press and Quad/Graphics of the future financial performance of World Color Press and Quad/Graphics. In addition, Morgan Stanley assumed that the arrangement will be completed in accordance with the terms set forth in the arrangement agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Quad/Graphics will obtain financing in accordance with the terms set forth in the Commitment Letter. Morgan Stanley also assumed that in connection with the receipt of all of the necessary governmental, regulatory or other approvals and consents required for the proposed arrangement, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed arrangement. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of World Color Press and Quad/Graphics, and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to be received by any of World Color Press' officers, directors or employees or any class of such persons, relative to the consideration to be received by the holders of World Color Press common shares in the arrangement. Morgan Stanley did not make any independent

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valuation or appraisal of the assets or liabilities of World Color Press, nor was Morgan Stanley furnished with any such appraisal. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, January 25, 2010. Events occurring after January 25, 2010 may affect the opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

        The following is a summary of the material analyses performed by Morgan Stanley in connection with its opinion. All references to dollars are stated in terms of U.S. dollars. The various analyses summarized below were based on the closing price for World Color Press common shares as of January 22, 2010 (converted to U.S. dollars at the respective daily closing exchange rate) and are not necessarily indicative of current market conditions. Certain of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Considering any portion of such analyses or the factors considered, without considering all the analyses and factors, could create a misleading or incomplete view of the process underlying the opinion.

        Because World Color Press common shareholders will be receiving shares of Quad/Graphics class A stock as transaction consideration in the arrangement and Quad/Graphics is not currently a publicly listed company with a current market share price, the Share Exchange Ratio will be determined only at closing and as a result, World Color Press common shareholders will not be able to calculate the precise value of the transaction consideration until closing. In connection with rendering its opinion, Morgan Stanley performed the various analyses described below to estimate the respective implied values of World Color Press and Quad/Graphics on a standalone basis as well as to estimate the illustrative value of the two companies on a pro forma combined basis including the value of the estimated potential synergies arising from the transaction. Based on the results of the analyses performed, and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, Morgan Stanley rendered its opinion to the Board of Directors of World Color Press that as of January 25, 2010, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair from a financial point of view to the holders of World Color Press common shares.

    Historical Share Price and Volume Analysis

        Morgan Stanley performed a historical share price and trading volume analysis to provide background and perspective on the historical share prices and trading volumes of World Color Press common shares. Morgan Stanley reviewed the closing share price and trading volume of World Color Press common shares for various periods beginning August 26, 2009, the date World Color Press common shares began trading on the Toronto Stock Exchange and ending January 22, 2010, the second

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to last full trading day prior to the meeting of the World Color Press board of directors to consider approval of the arrangement agreement. Morgan Stanley observed the following:

 
  Share Price   Volume  

Price at close of trading on January 22, 2010

  $ 9.49     2,500  

Period Ended January 22, 2010

             

High Since August 26, 2009

  $ 10.62     191,971  

Low Since August 26, 2009

  $ 8.38     0  

Volume-Weighted Average Since August 26, 2009

  $ 9.11     8,163  

90-Trading Day Volume-Weighted Average

  $ 9.43     3,483  

60-Trading Day Volume-Weighted Average

  $ 9.41     1,998  

45-Trading Day Volume-Weighted Average

  $ 9.24     1,061  

30-Trading Day Volume-Weighted Average

  $ 9.25     1,185  

15-Trading Day Volume-Weighted Average

  $ 9.52     12,861  

    Discounted Equity Research Share Price Targets Analysis

        Morgan Stanley reviewed public market trading share price targets for World Color Press common shares prepared and published by equity research analysts prior to January 25, 2010. These targets reflect each analyst's estimate of the future public market trading price of World Color Press common shares as of the date the price target was published. Morgan Stanley noted that the World Color Press common share price targets for the next 12 months published by each of the two equity research analysts who provide research on World Color Press was $13.00 per common share on a non-pension adjusted and an undiscounted basis. For comparability, Morgan Stanley adjusted the respective common share price targets to account for World Color Press' underfunded balance sheet pension liability. To accomplish this, Morgan Stanley added the estimated aggregate pension expense credit (the aggregate pension expense credit in a given year is the sum of (a) the estimated expense associated with World Color Press' estimated underfunded balance sheet pension liability for such year (expressed as a negative number) and (b) the estimated World Color Press' income associated with World Color Press' pension plans for such year if the pension plans are fully funded (expressed as a positive number)) associated with World Color Press' estimated underfunded balance sheet pension liability as of December 31, 2009 (based on World Color Press management estimates) to the calendar year 2010 earnings before interest, taxes, depreciation and amortization (sometimes referred to as EBITDA) estimate for World Color Press provided by the equity research analysts. Based on World Color Press' management estimates, Morgan Stanley assumed an underfunded balance sheet pension liability and aggregate pension expense credit of $385 million and $25 million, respectively, as of December 31, 2009. Morgan Stanley applied the same estimated trading multiple provided by the equity research analysts to the pension adjusted EBITDA resulting in an estimated pension adjusted aggregate value for World Color Press. Morgan Stanley then subtracted from the estimated pension adjusted aggregate value World Color Press' net debt, defined as total debt less cash, as estimated by the equity research analysts and subtracted the estimated underfunded balance sheet pension liability as of December 31, 2009, as estimated by World Color Press management, to arrive at an estimated equity value for World Color Press. Morgan Stanley then divided the estimated equity value by World Color Press' fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, resulting in a pension adjusted and an undiscounted share price target of $11.45 per World Color Press common share. Morgan Stanley then applied a discount rate of 13.0% to this price target, resulting in a pension adjusted and discounted price target of $10.15 per World Color Press common share. Morgan Stanley selected the discount rate based on its estimate of the cost of equity capital of World Color Press.

        The public market trading share price targets published by equity research analysts do not necessarily reflect current market trading prices for World Color Press common shares and these estimates are subject to uncertainties, including the future financial performance of World Color Press and future financial market conditions.

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    World Color Press Stand-Alone Present Value of Future Share Price Analysis

        Morgan Stanley performed a present value of future share price analysis of World Color Press on a stand-alone basis, which is designed to provide insight into the future value of a company's common shares as a function of the company's future estimated EBITDA based on management's current operating plan and the aggregate value to next 12 months EBITDA multiple the market attributes to the company's future estimated performance. A range of multiples is then applied to the EBITDA estimates to arrive at a range of aggregate values. The estimated net debt at the respective valuation date is then subtracted from the estimated aggregate values to arrive at a range of estimated equity values. The estimated equity values are then divided by the estimated fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at a range of equity values per common share over the projection period, the value of which is subsequently discounted by a selected discount rate to arrive at a present value for the company's share price.

        To conduct this analysis, Morgan Stanley used World Color Press management's financial forecasts for years 2010 through 2013, adjusted for the estimated aggregate pension expense credit associated with the respective year's estimated underfunded balance sheet pension liability based on World Color Press management estimates. Morgan Stanley next looked at the aggregate value to next 12 months EBITDA trading multiples of World Color Press (trading multiple as of January 22, 2010) and that of its selected peers, which specifically consisted of Donnelley's average trading multiple for the last three years and the average median trading multiple of the remaining companies described below in the comparable companies trading analysis based on the median estimates for each company provided by the Institutional Broker's Estimates System (sometimes referred to as IBES) for the last three years. IBES is a data service that compiles forward-looking financial estimates made by equity research analysts for publicly-traded companies. Morgan Stanley then used these historical trading multiples to select a multiple range that the market might attribute to World Color Press' future estimated next 12 months pension adjusted EBITDA. Applying this range of multiples to the next 12 months pension adjusted EBITDA estimates for years 2010 to 2013, Morgan Stanley calculated a range of pension adjusted aggregate values for World Color Press. Morgan Stanley then subtracted the corresponding net debt and underfunded balance sheet pension liability, and divided the resulting implied equity values by the fully diluted shares outstanding, excluding the conversion of the World Color Press warrants, to arrive at a range of equity values per World Color Press common share. Morgan Stanley then used the per share values to determine whether the World Color Press warrants would be in-the-money and therefore converted by the warrant holders to World Color Press common shares. After calculating the dilutive impact of any World Color Press warrants, Morgan Stanley then discounted this range of future values per share by a discount rate of 13.0% (Morgan Stanley's estimate of the cost of equity capital of World Color Press) to derive a range of present equity values per World Color Press common share. Based on the foregoing and a multiple range of 4.5 to 5.5 times estimated next 12 months pension adjusted EBITDA, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $9.40 to $12.10.

    Pro Forma Present Value of Future Share Price Analysis

        In order to assess the transaction consideration to be received by holders of World Color Press common shares as a result of the arrangement, Morgan Stanley performed a present value of future share price analysis on the combined company. To conduct this analysis, Morgan Stanley relied on World Color Press and Quad/Graphics respective management's financial forecasts for years 2010 through 2013 and Quad/Graphics' management's estimated pro forma debt capital structure and indicative borrowing rates. Morgan Stanley adjusted World Color Press' estimated EBITDA by adding back the estimated aggregate pension expense credit associated with the respective year's estimated balance sheet pension liability. The estimated aggregate pension expense credit was assumed to be the same for the combined company as it was for World Color Press on a stand-alone basis

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(Quad/Graphics did not have an underfunded balance sheet pension liability as of January 25, 2010). Furthermore, Morgan Stanley took into account World Color Press management's annual pre-tax run-rate synergy estimate of $285 million and the associated net one-time cash costs to achieve the annual pre-tax run-rate synergies of $225 million. Morgan Stanley next looked at the aggregate value to next 12 months EBITDA trading multiples of World Color Press (trading multiple as of January 22, 2010) and that of its and Quad/Graphics' selected peers, which specifically consisted of Donnelley's average trading multiple for the last three years and the average median trading multiple of the remaining companies described below in the comparable companies trading analysis based on the median estimates for each company provided by IBES for the last three years. Morgan Stanley then used these historical trading multiples to select a multiple range that in its judgment the market might attribute to the combined company's pro forma next 12 months post-synergies pension adjusted EBITDA for years 2010 to 2013. By applying this range of multiples to the pro forma next 12 months post-synergies pension adjusted EBITDA estimates for years 2010 to 2013 and subtracting the combined company's estimated net debt, underfunded balance sheet pension liability and net one-time costs to achieve the annual pre-tax run-rate synergies, Morgan Stanley determined the estimated equity value of the combined company. To calculate the implied equity value to holders of World Color Press common shares, Morgan Stanley multiplied the pro forma equity value by World Color Press' agreed 40% pro forma ownership of the combined company, and then divided by the estimated fully diluted pro forma shares outstanding immediately prior to closing of the arrangement. Morgan Stanley then discounted the implied equity values per World Color Press common share at a rate of 13.0% (Morgan Stanley's estimate of the cost of equity capital of the combined company) to derive a range of present equity values per World Color Press common share. Based on the foregoing and a pro forma multiple range of 5.0 to 6.0 times estimated next 12 months pension adjusted EBITDA, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $14.25 to $16.80.

    Comparable Companies Trading Analysis

        Morgan Stanley performed a comparable companies trading analysis, which attempts to derive an implied value of a company by comparing it to similar companies. Morgan Stanley reviewed and compared certain current and historical financial information for World Color Press and Quad/Graphics corresponding to current and historical financial information, ratios and public market multiples to other companies that share similar business characteristics with World Color Press and Quad/Graphics. Morgan Stanley selected the companies used in its comparable company trading analysis based on such companies' business models, product and service offerings and end markets served. The 11 comparable companies selected for this analysis were:

    Bowne & Co., Inc.

    Cenveo, Inc.

    Consolidated Graphics, Inc.

    Courier Corporation

    Deluxe Corporation

    Harte-Hanks, Inc.

    Multi-Color Corporation

    R.R. Donnelley & Sons Company

    The Standard Register Company

    Transcontinental Inc.

    Valassis Communications, Inc.

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        For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to EBITDA and aggregate value to EBITDA less capital expenditures for calendar year 2010 for each of these selected companies on a pension adjusted basis. The EBITDA estimates for calendar year 2010 were based on the median estimates provided by IBES. Capital expenditures for calendar year 2010 were estimated by taking the capital expenditures as a percentage of sales for each comparable company's latest reported fiscal year, and applying this percentage to the calendar year 2010 median sales estimate provided by IBES for each respective company. In order to compare World Color Press to the peer group, the aggregate value and EBITDA for the comparable companies were adjusted for the respective estimated underfunded balance sheet pension liability and the estimated aggregate pension expense credit associated with the respective underfunded balance sheet pension liability.

        Based on the analysis of the relevant financial multiples and ratios for each of the comparable companies, Morgan Stanley selected representative ranges of financial multiples for the selected comparable companies and applied this range of multiples to the corresponding World Color Press and Quad/Graphics financial statistics, based on the respective management estimates and adjusted for World Color Press' underfunded balance sheet pension liability, to arrive at a range of implied aggregate values for World Color Press and Quad/Graphics. Morgan Stanley then subtracted the respective net debt from the respective implied aggregate values to derive the estimated equity values and divided by the respective fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at the implied equity values per common share for World Color Press and Quad/Graphics. The results of this analysis are depicted in the tables below:

World Color Press
  Financial
Statistic
  Comparable
Company
Multiple
Range
  Implied Equity Value
Per Common Share

Aggregate Value / CY2010E EBITDA

  $ 383 million     4.5x - 6.0x   $8.05 - $12.95

Aggregate Value / CY2010E EBITDA—Capital Expenditures

  $ 287 million     6.0x - 7.5x   $8.05 - $12.90

Note: Above financial statistics shown on a pension adjusted basis.

Quad/Graphics
  Financial
Statistic
  Comparable
Company
Multiple
Range
  Implied Equity Value
Per Class A Stock

Aggregate Value / CY2010E EBITDA

  $ 342 million     5.5x - 7.0x   $36.50 - $54.75

Aggregate Value / CY2010E EBITDA—Capital Expenditures

  $ 278 million     7.0x - 8.5x   $38.90 - $53.75

        No company used in the comparable companies trading analysis is identical or directly comparable to World Color Press or Quad/Graphics. In evaluating the selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of World Color Press and Quad/Graphics, such as the impact of competition on the businesses of World Color Press and Quad/Graphics and the industry generally, industry growth, the absence of any material adverse change in the financial condition and prospects of World Color Press or Quad/Graphics or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data.

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    Precedent Transactions Analysis

        Morgan Stanley also performed a precedent transactions analysis, which attempts to provide an implied value of a company based on publicly available financial terms of selected transactions that share certain characteristics with the proposed arrangement. In connection with its analysis, Morgan Stanley compared publicly available statistics for 10 selected commercial printing transactions announced between January 2003 and January 2010 in which the target companies were in the commercial printing sector, the same broader industry as World Color Press and Quad/Graphics. The following is a list of these transactions:

Announced
  Target   Acquiror
October 2007   PLM Group Ltd.   Transcontinental Inc.
July 2007   Commercial Envelope Manufacturing Co., Inc.   Cenveo, Inc.
December 2006   John H. Harland Company   M&F Worldwide Corp.
December 2006   Cadmus Communications Corporation   Cenveo, Inc.
October 2006   Banta Corporation   R.R. Donnelley & Sons Company
July 2006   ADVO, Inc.   Valassis Communications, Inc.
October 2005   Clarke American Corp. (Novar USA, Inc.)   M&F Worldwide Corp.
May 2004   New England Business Service, Inc.   Deluxe Corporation
November 2003   Moore Wallace Incorporated   R.R. Donnelley & Sons Company
January 2003   Wallace Computer Services, Inc.   Moore Corporation Limited

        For each transaction listed above, Morgan Stanley derived the aggregate values for the transaction and divided by the last 12 months EBITDA of the target company, resulting in a reference range for the selected transactions of 6.1 to 12.1 times last 12 months EBITDA with a median of 8.6 times last 12 months EBITDA.

        Morgan Stanley selected a representative ratio of aggregate value to the last 12 months EBITDA multiple range for World Color Press and Quad/Graphics based on the precedent transactions listed above. Morgan Stanley noted that no relevant precedent transactions had occurred since October 2007 and the majority of the precedent transactions occurred in a more favorable economic environment and when operating conditions and competition within the commercial printing industry were significantly less challenging than they were at the time this analysis was performed. As a result, Morgan Stanley applied an approximate 12.5% and 35% discount to the median multiple of the precedent transactions to determine the high and low valuation multiples (rounding to the nearest 0.5 multiple point), respectively, to apply to World Color Press' last 12 months EBITDA. Given the stronger operating and financial profile of Quad/Graphics versus World Color Press, Morgan Stanley applied an approximate 0% and 25% discount to the median multiple of the precedent transactions to determine the high and low valuation multiples (rounding to the nearest 0.5 multiple point), respectively, to apply to Quad/Graphics' last 12 months EBITDA. Morgan Stanley then applied the respective ranges to each company's estimated last 12 months EBITDA at December 31, 2009, based on the respective management estimates and adjusted for World Color Press' underfunded balance sheet pension liability, to arrive at a range of implied aggregate values for World Color Press and Quad/Graphics. Morgan Stanley then subtracted the respective net debt from the respective implied aggregate values to derive the estimated equity values and divided by the respective fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at the implied equity values per common share for World Color Press and Quad/Graphics. If the applicable barrier price for the World Color Press warrants was not reached, Morgan Stanley then adjusted the implied equity values per World Color Press common share for the change of control cash

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value of the warrants based on the terms set forth in the World Color Press warrant indenture. The results of this analysis are depicted in the tables below:

World Color Press
  Financial
Statistic
  Comparable
Transaction
Multiple
Range
  Implied Equity Value
Per Common Share

Aggregate Value / Last 12 Months EBITDA

  $ 336 million     5.5x - 7.5x   $9.30 - $13.70

Note: Above financial statistic shown on a pension adjusted basis.

Quad/Graphics
  Financial
Statistic
  Comparable
Transaction
Multiple
Range
  Implied Equity Value
Per Class A Stock

Aggregate Value / Last 12 Months EBITDA

  $ 324 million     6.5x - 8.5x   $44.65 - $67.70

        No company or transaction utilized in the precedent transactions analysis is identical to World Color Press, Quad/Graphics or the arrangement. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters beyond the control of World Color Press and Quad/Graphics, such as the impact of competition on the business of World Color Press or Quad/Graphics or the industry generally, industry growth and the absence of any material adverse change in the financial condition of World Color Press or Quad/Graphics or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

    Premiums Paid Analysis

        Morgan Stanley compared the premiums paid in selected transactions where the transaction consideration was 100% stock and the acquiror pro forma ownership was between 59% and 61%. In total, Morgan Stanley evaluated 20 stock-for-stock transactions announced between August 1995 and January 2010. The high, low and median premiums for these transactions based on the trading share price one day prior to the day of the announced transaction were 49%, -5% and 9%, respectively. The transactions considered are listed in the table below:

Announced
  Target   Acquiror
May 2009   Foundation Coal Holdings, Inc.   Alpha Natural Resources, Inc.
March 2009   Petro-Canada   Suncor Energy Inc.
November 2007   US BioEnergy Corporation   VeraSun Energy Corporation
May 2007   Shiningbank Energy Income Fund   PrimeWest Energy Trust
August 2006   Glamis Gold Ltd.   Goldcorp Inc.
May 2006   Euronext N.V.   NYSE Group, Inc.
April 2006   Lucent Technologies Inc.   Alcatel
October 2005   Jefferson-Pilot Corporation   Lincoln National Corporation
May 2005   SpectraSite, Inc.   American Tower Corporation
December 2004   VERITAS Software Corporation   Symantec Corporation
January 2004   Union Planters Corporation   Regions Financial Corporation
February 2000   Warner-Lambert Company   Pfizer Inc.
January 2000   SmithKline Beecham plc   Glaxo Wellcome plc
October 1998   Rubbermaid Incorporated   Newell Co.
August 1998   Amoco Corporation   British Petroleum, plc (BP)
May 1998   Arbor Software Corporation   Hyperion Software Corporation
May 1998   Chrysler Corporation   Daimler-Benz Aktiengesellschaft
February 1998   Dresser Industries, Inc.   Halliburton Company
December 1997   Swiss Bank Corporation (SBC)   Union Bank of Switzerland (UBS)
August 1995   The Chase Manhattan Corporation   Chemical Banking Corporation

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        Based on the above and given that none of these transactions were in the commercial printing industry, the diversity of the companies and industries represented and the wide range of premiums paid driven by the specific circumstances surrounding the respective companies and industries involved and the specific economic and market conditions at the time of the transaction Morgan Stanley selected a representative range of implied premiums from 0% to 20%, representing approximately 10% below the median premium paid and 10% above the median premium paid. Morgan Stanley then applied this premium range to a price of $9.49 per World Color Press common share, which represented the closing trading price of World Color Press common shares as of January 22, 2010. Morgan Stanley also took into account the dilutive impact of the warrants and/or change of control cash value of the warrants based on the terms set forth in the World Color Press warrant indenture. The results of this analysis are depicted in the table below:

Premiums Paid Analysis
  Representative
Premium Range
  Implied Equity Value per
Common Share

$9.49 (Closing Price as of January 22, 2010)

  0% - 20%   $9.30 - $10.50

        No company or transaction utilized in the premiums paid analysis is identical to World Color Press or Quad/Graphics or the arrangement.

    World Color Press Discounted Cash Flow Analysis

        Morgan Stanley calculated a range of equity values per World Color Press common share based on a five-year discounted cash flow analysis (sometimes referred to as DCF). The DCF analysis took into account the present value of free cash flows, discounted to December 31, 2009, that World Color Press could generate from 2010 and beyond. To accomplish this, Morgan Stanley used World Color Press management's financial projections for years 2010 to 2013 and Morgan Stanley's extrapolations of those projections for 2014. Morgan Stanley then assumed terminal values based on an assumed perpetuity growth rate of approximately 2.0%, which implied a range of EBITDA terminal value multiples of 5.75 to 6.75 times. This range of multiples was then applied to World Color Press' estimated 2014 pension adjusted EBITDA to calculate a terminal value, which along with the unlevered free cash flows from 2010-2014, were discounted at World Color Press' estimated weighted average cost of capital of 11.0%-13.0%, derived by applying the capital asset pricing model (sometimes referred to as CAPM), the judgment of Morgan Stanley and the World Color Press capital structure. Based on the foregoing, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $11.25 to $15.20.

    Quad/Graphics Discounted Cash Flow Analysis

        Morgan Stanley calculated a range of implied equity values per share of Quad/Graphics class A stock based on a five-year DCF analysis. The DCF analysis takes into account the present value of free cash flows, discounted to December 31, 2009, that Quad/Graphics could generate from 2010 and beyond. To accomplish this, Morgan Stanley used Quad/Graphics management's financial projections for years 2010 to 2013 and Morgan Stanley's extrapolations of those projections for 2014. Morgan Stanley then assumed terminal values based on an assumed perpetuity growth rate of approximately 2.5%, which implied a range of EBITDA terminal value multiples of 6.50 to 8.20 times. This range of multiples was then applied to Quad/Graphics' estimated 2014 EBITDA to calculate a terminal value, which along with the unlevered free cash flows from 2010-2014, were discounted at Quad/Graphics' estimated weighted average cost of capital of 10.0%-12.0%, derived by applying CAPM, the judgment of Morgan Stanley and the Quad/Graphics capital structure. Based on the foregoing, Morgan Stanley calculated an implied value per share range of Quad/Graphics class A stock of approximately $56.85 to $79.75.

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    Relative Equity Contribution Analysis

        Morgan Stanley also performed a contribution analysis, which reviewed the pro forma contribution of each of World Color Press and Quad/Graphics to the combined entity and the implied contributions based on certain valuation methodologies. To accomplish this, Morgan Stanley considered the pro forma equity value that would result by adding the stand-alone end-point (high and low end-points) values for World Color Press and Quad/Graphics under various valuation methodologies including comparable company trading analysis, precedent transactions analysis and DCF analysis. Based on these respective valuation analyses, Morgan Stanley determined the percentage of the relative equity contributed to the pro forma equity value by World Color Press and Quad/Graphics. The results of this analysis are depicted in the table below:

Valuation Method
  World Color Press   Quad/Graphics  

Comparable Company Trading Analysis

             
 

AV/CY2010E EBITDA

             
   

Low End of Valuation Range

    41 %   59 %
   

High End of Valuation Range

    46 %   54 %
 

AV/CY2010E EBITDA—Capital Expenditures

             
   

Low End of Valuation Range

    40 %   60 %
   

High End of Valuation Range

    43 %   57 %

Precedent Transactions Analysis

             
   

Low End of Valuation Range

    40 %   60 %
   

High End of Valuation Range

    44 %   56 %

Discounted Cash Flow Analysis

             
   

Low End of Valuation Range

    44 %   56 %
   

High End of Valuation Range

    43 %   57 %

    Pro Forma Combination Analysis

        Morgan Stanley analyzed the pro forma impact of the arrangement on Quad/Graphics' contemplated pro forma debt capital structure and indicative borrowing rates and Quad/Graphics' earnings per share assuming synergies and costs to achieve synergies were phased-in based on World Color Press management estimates. Morgan Stanley assumed the consideration to be received by holders of World Color Press common shares would be in the form of Quad/Graphics class A stock and a cash distribution of $93.3 million less the amount necessary to fund redemption of and other payments on World Color Press' other equity securities including preferred shares, warrants, restricted share units and deferred share units.

        Based on this analysis, Morgan Stanley observed that the arrangement including synergies would result in earnings per share accretion for Quad/Graphics shareholders in 2010 and 2011. The analysis excluded restructuring expenses, gains and/or losses on asset disposals and other non-recurring items including net one-time cash costs to achieve the synergies. This accretion implied that Quad/Graphics could realize an increase in earnings that could result in an increase in the price of Quad/Graphics class A stock and indicates that the holders of World Color Press common shares who will become holders of Quad/Graphics class A stock may also realize the benefits of the transaction after the consummation of the arrangement.

    Illustrative Value to World Color Press Shareholders Analysis

        Morgan Stanley performed an illustrative analysis of the value per share to the holders of World Color Press common shares as a result of the arrangement, which is intended to provide an illustrative indication of the potential present value per World Color Press common share as a result of the consummation of the arrangement. To accomplish this, Morgan Stanley made certain estimates to determine an estimated trading value for Quad/Graphics class A stock, given that Quad/Graphics

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class A stock was not publicly traded at the time of Morgan Stanley's analysis and assuming there would be normalized trading volume and liquidity for Quad/Graphics class A stock to be received by the holders of World Color Press common shares pursuant to the arrangement agreement. Morgan Stanley based the calculation of this trading value in part on World Color Press' current pension adjusted aggregate value and the associated trading multiple based on World Color Press management's estimated pension adjusted EBITDA for calendar year 2010 (sometimes referred to as World Color Press' current stand-alone trading multiple). Based on World Color Press' management estimates, Morgan Stanley included an underfunded balance sheet pension liability and aggregate pension expense credit of $385 million and $25 million, respectively as of December 31, 2009. Given World Color Press' current stand-alone trading multiple and the current trading multiples of the peer group for World Color Press and Quad/Graphics, Morgan Stanley estimated that Quad/Graphics class A stock, if publicly traded, would trade at a premium to World Color Press based on the operational and financial profile for Quad/Graphics. Morgan Stanley applied this premium to World Color Press' current stand-alone trading multiple to arrive at an estimated trading multiple for Quad/Graphics on a stand-alone basis assuming Quad/Graphics was a publicly-traded company. Using World Color Press' current stand-alone trading multiple and the estimated stand-alone trading multiple for Quad/Graphics, Morgan Stanley determined an implied trading multiple for the combined company, calculated as the weighted average multiple based on the relative calendar year estimated pro forma combined 2010 EBITDA contribution of World Color Press and Quad/Graphics. This estimated pro forma trading multiple when applied to the pension adjusted estimated pro forma combined EBITDA of the two companies, including annual pre-tax run-rate synergies of $285 million estimated by World Color Press' management, yielded an implied pro forma aggregate value for the combined company. From this estimated combined aggregate value, Morgan Stanley then subtracted (a) the combined estimated net debt of World Color Press and Quad/Graphics as of December 31, 2009, (b) the combined estimated transaction fees and expenses, (c) the combined estimated cash distributions to World Color Press and Quad/Graphics at closing of the arrangement and (d) $225 million of estimated net one-time cash costs to achieve the estimated annual pre-tax run-rate synergies, to calculate the implied pro forma equity value for the combined company. The estimated implied combined pro forma equity value was then adjusted for the agreed 40% World Color Press and 60% Quad/Graphics pro forma equity ownership split pursuant to the arrangement agreement to calculate the estimated implied pro forma equity value to World Color Press. Based on these calculations, the estimated implied pro forma equity value to World Color Press was $1,364 million, representing an approximately 62% premium to World Color Press' estimated stand-alone equity value. The estimated implied pro forma equity value per World Color Press common share was further adjusted based on the assumptions that (a) all outstanding World Color Press preferred shares are converted into World Color Press common shares, (b) all outstanding World Color Press series I warrants are converted into World Color Press common shares, (c) all outstanding World Color Press series II warrants are purchased in cash for cancellation, and (d) all outstanding restricted share units and deferred share units are settled in cash. Based on this analysis, Morgan Stanley estimated a theoretical per common share value of the transaction consideration to be received by the holders of World Color Press common shares of $13.21. These estimates are subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of World Color Press and Quad/Graphics. Accordingly, there can be no assurance that World Color Press' or Quad/Graphics' financial condition or results of operations will not be significantly worse than those set forth in such analyses and forecasts. There can be no assurance that the market price of Quad/Graphics class A stock following the consummation of the arrangement will be traded at such estimated theoretical value.

*                *                *

        In connection with the review of the arrangement by the World Color Press board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible

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to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of World Color Press common shares or Quad/Graphics class A stock. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of World Color Press and Quad/Graphics. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates. For purposes of the analyses described above, World Color Press' recent bankruptcy and short operating history post emergence from bankruptcy were not material factors taken into consideration by Morgan Stanley in performing such financial analyses.

        Morgan Stanley conducted these analyses described above as part of its analysis of the fairness of the transaction consideration pursuant to the arrangement agreement for purposes of providing its opinion to the World Color Press board of directors as to the fairness from a financial point of view to the holders of World Color Press common shares and in connection with the delivery of such opinion to the World Color Press board of directors. These analyses described above do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or at which World Color Press common shares or Quad/Graphics class A stock might actually trade. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous assumptions, factors or events, including with respect to industry performance, general business and economic conditions and other matters beyond the control of the parties or their respective advisors, none of World Color Press, Quad/Graphics, Morgan Stanley or any other person assumes responsibility if future results are materially different from those forecast. Morgan Stanley's opinion to the World Color Press board of directors was one of many factors taken into consideration by the World Color Press board of directors in making its determination to approve the arrangement agreement. See "—World Color Press' Reasons for the Arrangement; Recommendation of the Board of Directors" beginning on page 76.

        World Color Press' board of directors instructed Morgan Stanley to render an opinion to the board as to whether the consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair, as of the date of such opinion, from a financial point of view to the holders of World Color Press common shares. World Color Press' board of directors placed no limitations on the scope of Morgan Stanley's opinion other than those described in the preceding sentence relating to the date and scope of the opinion. The transaction consideration to be received by holders of World Color Press common shares in the arrangement was determined through arm's-length negotiations between World Color Press, acting through its legal and financial advisors from time to time, and Quad/Graphics, acting through its legal and financial advisors from time to time, and was approved by the World Color Press board of directors. Morgan Stanley provided advice to World Color Press during these negotiations. Morgan Stanley did not, however, recommend any specific amount of transaction consideration to World Color Press or its board of directors or that any specific amount of transaction consideration constituted the only appropriate transaction consideration for the proposed arrangement. The analyses as described above should not be viewed as determinative of the views of the World Color Press board of directors with respect to the transaction consideration or of whether the World Color Press board of directors would have been willing to agree to different transaction consideration. In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other

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extraordinary transaction, involving World Color Press. Morgan Stanley's opinion did not address the relative merits of the arrangement as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley also expressed no opinion as to the relative fairness of any portion of the transaction consideration to holders of any series of preferred shares, warrants, restricted share units, deferred share units or other equity interests of World Color Press other than the World Color Press common shares. Morgan Stanley's opinion did not in any manner address the prices at which shares of Quad/Graphics class A stock will trade at any time.

        The board of directors of World Color Press retained Morgan Stanley based on Morgan Stanley's qualifications, expertise and experience. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley's securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of World Color Press, Quad/Graphics, or any other company, or any currency or commodity, that may be involved in this arrangement, or any related derivative instrument. Morgan Stanley acted as financial advisor to the board of directors of World Color Press in connection with this arrangement and will receive a customary fee for such services, all of which is payable upon the consummation of the arrangement. In the two years prior to the date of Morgan Stanley's opinion, Morgan Stanley provided debtor-in-possession financing to World Color Press prior to its emergence from bankruptcy protection and received fees in connection therewith. Morgan Stanley may also seek to provide financial advisory and financing services to Quad/Graphics in the future and expects to receive fees for the rendering of these services.

        Pursuant to a letter agreement, World Color Press engaged Morgan Stanley to act as its financial advisor in connection with the proposed arrangement and World Color Press agreed to pay Morgan Stanley a customary fee estimated by Morgan Stanley to be approximately $11.5 million, subject to change based on the final transaction consideration to be received by the holders of World Color Press common shares, all of which is payable upon the consummation of the arrangement. World Color Press has also agreed to reimburse Morgan Stanley for its reasonable expenses, including attorneys' fees and disbursements. In addition, World Color Press has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against various liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of the engagement of Morgan Stanley.


Quad/Graphics' Reasons for the Arrangement

        The Quad/Graphics board of directors unanimously approved the arrangement agreement and the transactions contemplated thereby and is unanimously recommending that Quad/Graphics shareholders approve the transactions contemplated by the arrangement agreement, including the Quad/Graphics Charter. In reaching its decision, the Quad/Graphics board of directors consulted with Quad/Graphics management and various outside advisors and considered various information and factors. The following discussion of the information and factors considered by the Quad/Graphics board of directors is not intended to be exhaustive. In view of the wide variety of factors considered by the Quad/Graphics board of directors in connection with its evaluation of the arrangement, the Quad/Graphics board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described below, individual members of the Quad/Graphics board of directors

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may have given different weight to different factors. The Quad/Graphics board of directors considered this information as a whole and considered overall the information and factors to be favorable to, and in support of, its determinations and recommendations. Among the material information and factors favoring the transactions contemplated by the arrangement agreement considered by the Quad/Graphics board of directors were the following strategic considerations and priorities:

    Quad/Graphics believes that the arrangement will enable the combined company to optimize plant and machine utilization, as well as mailing and logistics utilization and costs, thereby driving greater efficiency and economic benefits for the combined company and its clients;

    The arrangement is expected to enable Quad/Graphics to leverage its efficient, modern manufacturing platform for the benefit of the combined company and its clients;

    Based on an analysis developed by Quad/Graphics' management, an estimated $225 million of pre-tax annualized synergies could be realized within 24 months after the consummation of the arrangement due to capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, at an estimated one-time cost to achieve of approximately $195 to $240 million;

    Quad/Graphics believes that the arrangement will create new opportunities for the combined company's clients to realize distribution efficiencies through improved speed-to-market and product integrity for United States Postal Service delivered products and volume-driven postage savings programs, such as co-mailing;

    Quad/Graphics believes that the arrangement will enable Quad/Graphics to leverage the power of its research and development expertise in manufacturing technology, applied IT, digital solutions and continuous improvement across the combined company's larger and more diverse product offerings and client base;

    Quad/Graphics believes that the arrangement will enable Quad/Graphics to increase the use of its data analysis and management capabilities and targeted value added production techniques across the combined company's larger base of clients and products;

    The arrangement will expand Quad/Graphics' geographic reach and customer service presence by entering the Canadian marketplace and certain Latin America markets where it does not currently have a presence;

    The arrangement will extend Quad/Graphics' range of services, including a broader variety of product types and revenue generating solutions, and increase its product offerings to include books and directories (which Quad/Graphics does not currently print) and an increased range of retail and direct mail products;

    Quad/Graphics believes that the arrangement will significantly improve its supply chain management capabilities; and

    The combined company's pro-forma credit profile and increased access to capital markets is expected to provide enhanced liquidity and generate solid free cash flow to repay indebtedness and support investments in the future.

        The Quad/Graphics board of directors also considered and balanced against the material information and factors favoring the transactions contemplated by the arrangement agreement a number of potentially adverse factors, including the following:

    The fact that Quad/Graphics would be required to become a publicly traded company in the event the transactions were completed;

    The potential for World Color Press' bankruptcy to have lingering negative effects on the combined company's operations and relationships with customers, suppliers and partners;

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    The potential complexity and costliness of the process of integrating the businesses of Quad/Graphics and World Color Press;

    The potential that the relatively short tenures of the members of World Color Press' senior management affected the amount and quality of information obtainable through the due diligence process; and

    The likely complexity of the transactions.


Estimated Potential Synergies Attributable to the Arrangement

        The arrangement is expected to produce significant synergy savings (sometimes referred to as synergies) over time. Quad/Graphics and World Color Press estimate that the combined company will realize synergies due to capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, among other areas.

        Quad/Graphics has identified approximately $225 million of pre-tax annualized synergies that could be realized within 24 months after the consummation of the arrangement. All synergies identified were the result of cost savings from eliminating redundant costs and assets or improving efficiencies across both the Quad/Graphics and World Color Press cost structures, net of any cost increases related to compensation or reduced earnings from lost customers. None of the synergies were derived from assumptions of revenue growth.

        Quad/Graphics and World Color Press performed analysis primarily in four areas of concentration to determine the estimated net synergies: (1) costs savings from commercial printing capacity consolidation into lower cost, more modern and efficient printing facilities from certain high cost facilities (primarily in the United States), (2) cost savings from purchasing and supply chain efficiencies due to increased purchasing volumes of the combined company, (3) costs savings from better utilization of shipping, distribution and warehousing logistics due to increased shipping volumes over a smaller amount of shipping points due to the capacity consolidation discussed in point one, and (4) cost savings from the elimination of redundant administrative costs (including the consolidation of the corporate headquarters). These estimated net synergies are based on a number of assumptions, including:

    Implementing cost savings programs, such as the consolidation of certain manufacturing operations, without a significant impact in customer service levels.

    Realizing savings on purchased or manufactured materials consumed by Quad/Graphics, including but not limited to paper, ink and other materials consumed primarily in the manufacturing process.

    Realizing more efficiency in shipping, distributing and warehousing products due to increased product volumes over a smaller amount of shipping points relies on Quad/Graphics' ability to consolidate existing printing capacity.

    Implementing cost savings programs related to personnel reductions and other administrative costs from the consolidation of the corporate headquarters of the combined company.

        World Color Press has identified approximately $285 million of synergies that could be realized within 24 months after the consummation of the arrangement. World Color Press believes the primary source of the difference between its estimate of synergies and Quad/Graphics' estimate is that World Color Press estimated greater procurement synergies than Quad/Graphics. Because World Color Press and Quad/Graphics have not yet shared certain significant supply cost information or the details of their respective synergy estimates, they have not reconciled the differences. The respective boards of directors of Quad/Graphics and World Color Press each relied on their own management's estimates of synergies. Neither Quad/Graphics nor World Color Press assumed any revenue synergies in their estimated synergy calculations because such synergies are inherently difficult to estimate prior to the

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time that a transaction is consummated and the parties commence integrating their operations, including the management of customer relationships.

        Quad/Graphics' management estimates that the total cost to Quad/Graphics (and ultimately the combined company) of accomplishing the arrangement and achieving synergies will be approximately $195 to $240 million in integration costs, most of which Quad/Graphics believes will be incurred in the first 24 months after the consummation of the arrangement, and approximately $114 million in transaction costs. World Color Press' management estimates that the total cost to the combined company of achieving the estimated synergies will be approximately $225 million, most of which World Color Press believes will be incurred in the first 24 months after the consummation of the arrangement.

        The estimated synergies referenced above were developed separately by management of Quad/Graphics, on the one hand, and management of World Color Press, on the other hand. The estimated synergies reflect the parties' respective management's estimates of the potential creation of cost reduction or cost avoidance opportunities through the ability to consolidate separate, stand-alone operations into a single entity. Any synergies actually achieved by the combined company could be greater than, less than or equal to these estimates. As in any transaction, shareholders assume the risk that the combined company will not achieve the strategic, financial, and operational benefits (including synergies) stated as a rationale for the arrangement. See "Risk Factors—Risks Relating to the Arrangement—The synergies expected to be produced may not be realized or may require Quad/Graphics after the consummation of the arrangement to incur additional costs that may adversely affect the value of Quad/Graphics' common stock" beginning on page 29.


Projected Financial Information

        Certain financial projections prepared by, or as directed by, Quad/Graphics' management and World Color Press' management were considered by World Color Press' board of directors in connection with its approval of and entry into the arrangement agreement. Those financial projections (sometimes referred to as the unadjusted financial projections) are being provided herein solely because they were considered by World Color Press' board of directors in connection with the arrangement and are not being provided for other purposes, including in connection with World Color Press' bankruptcy matters. In addition, Quad/Graphics' management prepared for Quad/Graphics' board of directors in connection with its approval of and entry into the arrangement agreement (but did not provide to World Color Press prior to the announcement of the arrangement) certain financial projections for World Color Press based on the unadjusted financial projections prepared by World Color Press' management and adjusted to take into account Quad/Graphics' management's estimates of industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to World Color Press' businesses. Those financial projections (sometimes referred to as the adjusted World Color Press financial projections) are being provided herein solely because they were considered by the board of directors of Quad/Graphics in connection with the arrangement and are not being provided for other purposes.

        Both the unadjusted financial projections and the adjusted World Color Press financial projections (sometimes referred to as the financial projections) reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Quad/Graphics' and World Color Press' businesses, all of which are difficult to predict and many of which are beyond control. The financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such projections, including the various risks set forth in World Color Press' annual report on Form 40-F for the year ended December 31, 2009 filed with the SEC on March 1, 2010 and all other documents filed by World Color Press with the SEC or the Canadian securities regulatory authorities that are incorporated by reference

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in this prospectus/proxy circular and in the "Risk Factors" section beginning on page 29 of this proxy circular/prospectus. See also "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 47 of this proxy circular/prospectus. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The financial projections cannot be considered a reliable predictor of future results and should not be relied upon as such. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year.

        World Color Press' bankruptcy proceedings and its short operating history since its emergence from bankruptcy protection did not affect the preparation of the financial projections by World Color Press' management. In preparing the financial projections, World Color Press' executive management discussed with division heads the operation of the divisions and took into account various factors, including current market trends, costs of raw materials, the composition of World Color Press' existing customer base and contracts with its customers and the overall financial performance of World Color Press. For this purpose, management assumed that World Color Press' financial performance since its emergence from bankruptcy fully reflected the reputational and other impacts of its bankruptcy, which had been announced more than eighteen months before management prepared the financial projections. Management believed that it had, collectively, sufficient experience in the industry to evaluate World Color Press' financial prospects notwithstanding the company's short operating history since its emergence from bankruptcy. The financial projections were prepared by the management of World Color Press in good faith and, to management's knowledge, were consistent with customary industry practice for preparation of financial projections.

        The financial projections do not take into account any circumstances or events occurring after the date they were prepared, nor do they take into account the effect of any failure to occur of the arrangement and should not be viewed as accurate or continuing in that context. The financial projections consider the companies on a stand-alone basis and do not take into account the effect of the arrangement and in no event should the aggregate of any of the projections of Quad/Graphics and World Color Press be considered projections of the combined company. See "Risk Factors—Risks Relating to the Arrangement" beginning on page 29 for an analysis of the potential adverse effect that the announcement and pendency of the arrangement may have on Quad/Graphics' and World Color Press' respective businesses, financial conditions, results of operations or business prospects and on World Color Press' stock price.

        The financial projections were prepared solely for use in connection with evaluating the arrangement and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, the rules of the Canadian securities regulatory authorities with respect to forward-looking information and future-oriented financial information or the recommendations or guidelines established by the Canadian Institute of Chartered Accountants with respect to future-oriented financial information. Neither Quad/Graphics' or World Color Press' independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections.

        The inclusion of the financial projections herein will not be deemed an admission or representation by Quad/Graphics or World Color Press that they are viewed by Quad/Graphics or World Color Press as material information of Quad/Graphics or World Color Press or the combined company. These projections are not included in this proxy circular/prospectus in order to induce any holder of World Color Press common shares to exchange such common shares in the arrangement or to vote in favor of the arrangement resolution submitted to World Color Press' shareholders in connection

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with this proxy circular/prospectus. Neither Quad/Graphics nor World Color Press intends to update or otherwise revise the financial projections to reflect circumstances existing since their preparation, to reflect the occurrence of unanticipated events even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

    Certain Stand-Alone Unadjusted Projected Financial Information for Quad/Graphics Prepared by Quad/Graphics' Management

 
  For the year ending December 31  
(in millions)
  2010   2011   2012   2013  

Revenue

  $ 1,746   $ 1,840   $ 1,948   $ 2,072  

Recurring EBITDA(1)

  $ 342   $ 363   $ 388   $ 420  

Recurring EBIT(2)

  $ 154   $ 185   $ 219   $ 261  

Capital Expenditures

  $ 64   $ 75   $ 75   $ 75  

(1)
Recurring EBITDA: Defined as net earnings attributable to Quad/Graphics common shareholders before interest expense, income tax expense, depreciation and amortization, and restructuring and impairment charges.

(2)
Recurring EBIT: Defined as net earnings attributable to Quad/Graphics common shareholders before interest expense, income tax expense, and restructuring and impairment charges.

    Certain Stand-Alone Unadjusted Projected Financial Information for World Color Press Prepared by World Color Press' Management

 
  For the year ending December 31  
(in millions)
  2010   2011   2012   2013  

Revenue

  $ 3,131   $ 3,105   $ 3,154   $ 3,204  

Adjusted EBITDA(1)

  $ 358   $ 378   $ 404   $ 429  

Adjusted EBIT(2)

  $ 165   $ 179   $ 192   $ 211  

Capital Expenditures

  $ 96   $ 96   $ 96   $ 96  

(1)
Adjusted EBITDA: Defined as operating income before depreciation, amortization, impairment of assets, restructuring and other charges.

(2)
Adjusted EBIT: Defined as operating income before impairment of assets, restructuring and other charges.

        The unadjusted financial projections prepared by World Color Press' management do not reflect the judgments, estimates and assumptions by Quad/Graphics' management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to World Color Press' businesses. The following table sets forth Quad/Graphics' management's estimates of financial projections of World Color Press.

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    Certain Stand-Alone Adjusted Projected Financial Information for World Color Press Prepared by Quad/Graphics' Management

 
  For the year ending December 31  
(in millions)
  2010   2011   2012   2013  

Revenue

  $ 3,120   $ 3,095   $ 3,144   $ 3,195  

Adjusted EBITDA(1)

  $ 334   $ 340   $ 345   $ 365  

Adjusted EBIT(2)

  $ 140   $ 141   $ 133   $ 146  

Capital Expenditures

  $ 96   $ 96   $ 96   $ 96  

(1)
Adjusted EBITDA: Defined as operating income before depreciation, amortization, impairment of assets, restructuring and other charges.

(2)
Adjusted EBIT: Defined as operating income before impairment of assets, restructuring and other charges.


Interests of World Color Press' Directors and Executive Officers in the Arrangement

        In considering the recommendation of the World Color Press board of directors to approve the arrangement resolution, you should be aware that certain of World Color Press' directors and executive officers have interests in the transaction that are different from, or are in addition to, the interests of World Color Press' shareholders generally. The World Color Press board of directors was aware of these interests and considered them along with other matters when they determined to recommend the arrangement.

    Directors

        Upon completion of the arrangement, the board of directors of Quad/Graphics will be composed of two of the World Color Press directors and the six Quad/Graphics directors (or others designated by Quad/Graphics). The two directors of World Color Press to be added to the Quad/Graphics board of directors upon completion of the arrangement will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press, and Thomas O. Ryder, World Color Press' lead independent director. See "Directors and Executive Officers of Quad/Graphics After the Arrangement" beginning on page 154.

    Executive Officers

        Retention and Transaction Bonuses.    The chief executive officer of World Color Press, with the consent of Quad/Graphics, has implemented a retention and transaction bonus plan for World Color Press employees, including World Color Press executive officers, pursuant to which bonuses may be paid in an amount not to exceed $10 million in the aggregate, of which not more than an aggregate of $500,000 will be payable to direct reports to the World Color Press chief executive officer and no amounts will be payable to the World Color Press chief executive officer.

        Change of Control Benefits.    Each of Lorien O. Gallo, Senior Vice President of World Color (USA) Inc., John V. Howard, Executive Vice President and Chief Legal Officer of World Color Press, Daniel J. Scapin, Group President, Premedia and Logistics of World Color (USA) Inc. and Robert L. Sell, Executive Vice President and Chief Information Officer of World Color (USA) Inc., have existing employment agreements with World Color Press or World Color (USA) Inc. that provide that, if the officer's employment is terminated without cause, or the officer resigns from his position for good reason, following a change of control of World Color Press, the officer is entitled to receive a cash payment equal to two times the sum of the officer's then current base salary and target bonus amount for the year in which the termination of employment occurs as well as health benefits coverage for an

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18 month period. Additionally, all equity and equity based awards granted by World Color Press to the officer, including any World Color Press restricted share units, will become fully vested.

        Ben Schwartz, Executive Vice President, Human Resources of World Color Press has an existing employment agreement that provides that, if his employment is terminated without cause, or he resigns from his position for good reason, within a period of two years following a change of control of World Color Press, he is entitled to receive a lump sum cash payment equal to two times the sum of his then current base salary and target bonus amount for the year in which the termination of employment occurs. Additionally, all equity and equity based awards granted by World Color Press to Mr. Schwartz, including any World Color Press restricted share units, will become fully vested.

        The completion of the arrangement will constitute a "change of control" within the meaning of each of the employment agreements referred to above. The aggregate amount of severance payments (excluding the value of health benefits) potentially payable by World Color Press to the five senior officers mentioned above is approximately $5,675,000.

        Deferred Share Units and Restricted Share Units.    Pursuant to the terms of the arrangement agreement, the board of directors (acting as the Nominating and Governance Committee) and the Human Resources and Compensation Committee of World Color Press has resolved that each outstanding World Color Press deferred share unit granted under World Color Press' amended and restated deferred share unit plan and restricted share unit granted under World Color Press' restricted share unit plan will automatically vest effective as of and conditional upon the completion of the arrangement and will be converted into the right to receive a lump sum cash payment equal in value to the aggregate volume weighted average trading price of World Color Press common shares on the Toronto Stock Exchange for the five trading days immediately preceding the distribution. As of May 21, 2010, 387,769.71 World Color Press deferred share units and 819,022.57 World Color Press restricted share units were outstanding under the amended and restated deferred share unit plan and the restricted share unit plan, respectively. These payments, as well as the amounts to be paid to holders of World Color Press preferred shares in connection with the redemption of all such shares and to holders of World Color Press' warrants in connection with the cancellation of all such warrants, reduce the amount of the Common Cash Consideration that may be received for each World Color Press common share in connection with the consummation of the arrangement.

        The table below sets forth the number of deferred share units and restricted share units that have been granted to each of the directors of World Color Press as of May 21, 2010 (excluding Mark A. Angelson, who is also an executive officer and whose holdings are disclosed in the following table for executive officers of World Color Press).

Director
  Deferred Share Units   Restricted Share Units  

Michael Allen

    27,549.619     0  

Raymond Bromark

    36,116.697     0  

Gabriel De Alba

    34,268.315     0  

James J. Gaffney

    27,549.619     0  

Jack Kilger

    27,549.619     0  

David L. McAusland

    31,580.836     0  

Thomas O. Ryder

    34,437.023     0  

Total

    219,051.728     0  

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        The table below sets forth the number of deferred share units and restricted share units that have been granted to each of the executive officers of World Color Press as of May 21, 2010.

Executive Officer
  Deferred Share Units   Restricted Share Units  

Mark Angelson

    85,969.738     573,131.591  

John Howard

    0     67,703.109  

Andrew Hines

    82,748.245     0  

Robert Sell

    0     52,657.974  

Daniel Scapin

    0     43,881.645  

Lorien Gallo

    0     37,612.839  

Ben Schwartz

    0     44,035.415  

Brian Freschi

    0     0  

Total

    168,717.983     819,022.573  

        The table below sets forth the cash payment amounts that would be payable to each of the directors of World Color Press (excluding Mark A. Angelson, who is also an executive officer and whose holdings are disclosed in the following table for executive officers of World Color Press) based on the volume weighted average price of $11.98 for World Color Press common shares for the five trading days preceding May 21, 2010.

Director
  Deferred Share
Units Vested
  Restricted Share Units Vested   Cash Payment
Amount payable
on May 21,
2010
 

Michael Allen

    27,549.619     0   $ 320,402.07  

Raymond Bromark

    36,116.697     0   $ 420,037.19  

Gabriel De Alba

    34,268.315     0   $ 398,540.50  

James J. Gaffney

    27,549.619     0   $ 320,402.07  

Jack Kilger

    27,549.619     0   $ 320,402.07  

David L. McAusland

    31,580.836     0   $ 367,285.12  

Thomas O. Ryder

    34,437.023     0   $ 400,502.58  

Total

    219,051.727     0   $ 2,547,571.60  

        The table below sets forth the cash payment amounts that would be payable to each of the executive officers of World Color Press based on the volume weighted average price of $11.98 for World Color Press common shares for the five trading days preceding May 21, 2010.

Executive Officer
  Deferred Share
Units Vested
  Restricted Share
Units Vested
  Cash Payment
Amount payable
on May 21,
2010
 

Mark Angelson

    57,313.158     382,087.726   $ 5,264,022.59  

John Howard

    0     0   $ 0  

Andrew Hines

    55,165.497     0   $ 660,882.654  

Robert Sell

    0     0   $ 0  

Daniel Scapin

    0     0   $ 0  

Lorien Gallo

    0     0   $ 0  

Ben Schwartz

    0     0   $ 0  

Brian Freschi

    0     0   $ 0  

Total

    112,478.655     382,087.726   $ 5,924,905.24  

        As of May 21, 2010, other than the directors and executive officers of World Color Press as disclosed above, there were no other holders of World Color Press deferred share units and restricted share units.

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    Indemnification of World Color Press Directors and Executive Officers

        Quad/Graphics has agreed to:

    indemnify and hold harmless all current and former officers and directors of World Color Press and its subsidiaries, to the same extent such persons are indemnified and held harmless as of the date of the arrangement agreement pursuant to World Color Press' articles of incorporation or bylaws, for acts or omissions occurring at or prior to the completion of the arrangement, including those in respect of the arrangement and the other transactions contemplated by the arrangement agreement;

    prior to the completion of the arrangement, obtain and pay for a "tail" insurance policy providing for Side A coverage for World Color Press' current directors and officers with an extended reporting period of at least six years from and after the completion of the arrangement with respect to directors' and officers' liability insurance with benefits and levels of coverage at least as favorable as World Color Press' existing policy with respect to matters existing or occurring at or prior to the completion of the arrangement, including in connection with the arrangement agreement or the transactions or actions contemplated thereby, subject to certain premium limitations; and

    make proper provisions to ensure that, if Quad/Graphics or any of its successors or assigns (a) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any individual, corporation or other entity, then such successors and assigns assume the obligations to provide indemnification for World Color Press' officers and directors.


Accounting Treatment

        The arrangement will be accounted for as an acquisition of World Color Press by Quad/Graphics in accordance with U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of World Color Press will be recorded, as of completion of the arrangement, at their respective fair values and added to those of Quad/Graphics. The reported financial condition and results of operations of Quad/Graphics issued after completion of the arrangement will reflect World Color Press balances and results after completion of the arrangement, but will not be restated retroactively to reflect the historical financial position or results of operations of World Color Press for the pre-arrangement periods. Following completion of the arrangement, the earnings of the combined company will reflect acquisition accounting adjustments. See Note 7 to the "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 216.


Court Approval of the Arrangement and Completion of the Arrangement

        The arrangement requires court approval under the CBCA. On May 17, 2010, prior to the mailing of this proxy circular/prospectus, World Color Press obtained the Interim Order, which provides for the calling and holding of the special meeting, the dissent rights described above and below, and other procedural matters. A copy of the Application for Interim and Final Orders, the Interim Order and the notice of application are attached to this proxy circular/prospectus as Annex G.

        Subject to the approval of the arrangement resolution by the World Color Press shareholders at the special meeting in accordance with the Interim Order, the hearing in respect of the final order is currently scheduled to take place on June 28, 2010 at 9:15 a.m. (Eastern Time) in room 16.12 at the Montréal courthouse at 1 Notre Dame Street East, Montreal, Quebec. Any World Color Press shareholder and any other interested party who wishes to appear, or to be represented, must serve and file a written appearance as set forth in the notice of application for the final order on or before June 16, 2010. If such appearance is filed with a view to contesting such application or to making

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representations in relation thereto, such person must also serve and file written representations supported, as to the facts, by affidavit(s) and exhibit(s), if any, on or before June 18, 2010, as set out in the Interim Order, and satisfy any other requirements of the court. The court will consider, among other things, the fairness of the arrangement to the parties affected, including the World Color Press shareholders. The Court may approve the arrangement in any manner the court may direct, subject to compliance with any terms and conditions, if any, as the court deems fit. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the court, only those persons having previously served a notice of intent to appear in compliance with the notice of intent to appear and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

        If (a) the approval of the arrangement resolution by the World Color Press shareholders is obtained, (b) the final order is obtained and (c) all other conditions under the arrangement agreement are satisfied or waived, the articles of arrangement under the CBCA will be filed and the arrangement will become effective on the effective date.


Regulatory Approvals

    HSR Act

        The FTC, and the Antitrust Division of the DOJ, frequently analyze the competitive effects of transactions such as the arrangement. Before or after the arrangement, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the arrangement or seeking divestiture of substantial assets of Quad/Graphics, World Color Press or their subsidiaries. Private parties and state attorneys general may also bring an action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the arrangement on antitrust grounds will not be made or, if such a challenge is made, of the result of such challenge.

        Quad/Graphics and World Color Press filed their respective Pre-Merger (Arrangement) Notification and Report Forms with the FTC and the DOJ under the HSR Act effective as of February 26, 2010. The HSR Act, and the rules and regulations thereunder, provide that certain transactions, including the arrangement, may not be consummated until required information and materials have been furnished to the DOJ and the FTC and certain waiting periods have expired or been terminated. On March 29, 2010, the waiting periods under the HSR Act expired and the antitrust regulatory requirements in the United States in relation to the arrangement have been cleared.

    Competition Act (Canada)

        Under the Competition Act, the acquisition of voting shares of a corporation that carries on an operating business in Canada may require pre-merger notification if certain size of parties and size of transaction thresholds are exceeded. Where pre-merger notification is required, certain information must be provided to the Commissioner and the transaction may not be completed until the expiry, waiver or termination of a statutory waiting period.

        Pre-merger notification must be made in the prescribed form, and a 30-day statutory waiting period applies. The Commissioner may, within the 30-day waiting period, issue a "Supplementary Information Request" for additional relevant information or documents, in which case the waiting period expires 30 days following compliance by the parties with the Supplementary Information Request, as determined by the Commissioner. The Commissioner may bring an application before the Competition Tribunal (sometimes referred to as the Tribunal) to challenge a transaction under the merger provisions of section 92 of the Competition Act prior to closing or up to one year after the transaction has been substantially completed.

        Where a transaction does not raise substantive issues under the Competition Act, the Commissioner may, at the request of the parties, issue an advance ruling certificate under section 102

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of the Competition Act in respect of the transaction. Where an advance ruling certificate is issued, the parties to the transaction are not required to file a pre-merger notification. In addition, if the transaction to which the advance ruling certificate relates is substantially completed within one year after the advance ruling certificate is issued, the Commissioner cannot apply to the Tribunal under section 92 of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the advance ruling certificate was issued. Where the Commissioner has declined to issue an advance ruling certificate but has determined that there are not sufficient grounds to initiate proceedings before the Tribunal and that, as a result, the Commissioner does not intend, at that time, to make an application under section 92 of the Competition Act in respect of the transaction, the Commissioner may advise the parties in writing through a "no action letter".

        On January 29, 2010, Quad/Graphics and World Color Press submitted a request for an advance ruling certificate or, in the alternative, a no action letter and waiver of the filing requirement in lieu of providing a notification filing. On March 25, 2010, Quad/Graphics and World Color Press received a no action letter and waiver of the filing requirement.

    Investment Canada Act

        Under the Investment Canada Act, certain transactions involving the acquisition of control of a Canadian business by a non-Canadian entity that exceed prescribed monetary thresholds are subject to review and cannot be implemented unless the Minister is satisfied that the acquisition is likely to be of net benefit to Canada. Where a transaction is subject to the review requirement (sometimes referred to as a Reviewable Transaction), an application for review must be filed with the Director of Investments, and the Minister is then required to determine whether the Reviewable Transaction is likely to be of net benefit to Canada. The Investment Canada Act contemplates an initial review period of 45 days after filing; however, if the Minister has not completed the review by that date, the Minister may unilaterally extend the review period by up to 30 days (or such longer period as the Minister and applicant may agree) to permit completion of the review. If the Minister determines that he is not satisfied that a Reviewable Transaction is likely to be of net benefit to Canada, the Reviewable Transaction may not be implemented.

        The acquisition of control of World Color Press by Quad/Graphics contemplated by the arrangement exceeds the relevant monetary thresholds and is therefore a Reviewable Transaction. In accordance with the requirements of the Investment Canada Act, an application for review was filed with the Director of Investments on February 1, 2010. On May 18, 2010, Quad/Graphics received notice that the transaction had been approved on May 17, 2010, by the Minister and would be allowed to be implemented.

        There can be no assurance that the reviewing authorities will permit the applicable statutory waiting periods to expire or that the reviewing authorities will terminate the applicable statutory waiting periods at all, or otherwise approve the arrangement without restrictions or conditions (which are difficult to predict or quantify) that would have a material adverse effect on the combined company if the arrangement were completed.


World Color Press Senior Notes Indenture

        It is a condition to Quad/Graphics' obligation to consummate the arrangement that the Senior Notes Indenture of World Color Press have been terminated or the covenants of World Color Press under the Senior Notes Indenture have been terminated or made inapplicable to World Color Press and its affiliates. Under the Senior Notes Indenture, World Color Press, at its option, may (a) effect a covenant defeasance under the Senior Notes Indenture at any time and (b) redeem the senior notes on or after July 21, 2010, in each case without regard to whether any of the claims underlying the senior notes have been allowed in World Color Press' bankruptcy proceedings or the senior notes have been

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issued. In the event that World Color Press and Quad/Graphics are otherwise prepared to consummate the arrangement prior to July 21, 2010, World Color Press expects to effect a covenant defeasance on the closing date of the arrangement (and, in addition, on or after July 21, 2010, Quad/Graphics may cause the combined company to redeem the senior notes). In the event that World Color Press and Quad/Graphics are otherwise prepared to consummate the arrangement only on or after July 21, 2010, World Color Press expects to redeem the senior notes pursuant to the Senior Notes Indenture on or around the closing date of the arrangement.


Dissent Rights

        Under the Interim Order, the plan of arrangement and the CBCA, holders of World Color Press common shares have rights of dissent in respect to the arrangement. Therefore, a holder of World Color Press common shares may elect to be paid cash for such shareholder's shares in accordance with the procedures set forth in the CBCA. See "The Special Meeting of World Color Press Shareholders—Dissent Rights" beginning on page 68 for more detail.

        It is a condition to Quad/Graphics' obligation to consummate the arrangement that not more than 7.5% of the outstanding World Color Press common shares as of the closing shall have validly exercised and not withdrawn dissent rights.


Canadian Securities Law Considerations

        The issuance of Quad/Graphics class A stock in connection with the arrangement will be exempt from the prospectus and registration requirements of applicable Canadian securities laws. The first trade by World Color Press shareholders of the Quad/Graphics class A stock received pursuant to the arrangement will be free from restrictions on resale provided that:

    Quad/Graphics is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade. It is expected that Quad/Graphics will be a reporting issuer after consummation of the arrangement in all provinces in Canada and for the purpose of the resale of the Quad/Graphics class A stock received pursuant to the arrangement, the holders of such securities may include the period of time during which World Color Press was a reporting issuer immediately before the arrangement to determine the period of time that Quad/Graphics has been a reporting issuer in a jurisdiction of Canada;

    such trade is not a "control distribution" as defined in National Instrument 45-102 Resale of Securities;

    no unusual effort is made to prepare the market or to create a demand for Quad/Graphics class A stock;

    no extraordinary commission or consideration is paid to a person or company in respect of such trade; and

    if the selling security holder is an insider or officer of Quad/Graphics, the selling security holder has no reasonable grounds to believe that Quad/Graphics is in default of securities legislation.


Stock Exchange Listing; Delisting and Deregistration of World Color Press' Common Shares

        It is a condition to the consummation of the arrangement that the shares of Quad/Graphics class A stock issuable pursuant to the arrangement be approved for listing on a national securities exchange in the United States, subject to official notice of issuance. If the arrangement is completed, World Color Press common shares will cease to be listed on the Toronto Stock Exchange and will be deregistered under the Securities Exchange Act of 1934.


Business Relationships between Quad/Graphics and World Color Press

        Historically, from time to time, World Color Press and Quad/Graphics have provided each other with short-term contract outsourcing and other services, and Quad/Graphics has sold equipment to World Color, in each case in arm's length transactions in quantities and at prices that the parties do not consider to be material in the context of their overall businesses. For example, certain of World Color Press' Canadian and Latin American plants have acquired web aligners, cutoff controls, color register systems and other equipment from Quad/Graphics.

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THE ARRANGEMENT AGREEMENT

        The following is a summary of the material terms of the arrangement agreement (including the plan of arrangement attached thereto). This summary does not purport to describe all of the terms of the arrangement agreement and is qualified by reference to the complete arrangement agreement that is attached as Annex A to this proxy circular/prospectus and incorporated by reference. You are urged to read the arrangement agreement carefully and in its entirety.

        The arrangement agreement and this summary of its terms have been included with this proxy circular/prospectus to provide you with information regarding the terms of the arrangement agreement. Factual disclosures about World Color Press or Quad/Graphics contained in this proxy circular/prospectus or in World Color Press' public reports filed with the SEC may supplement, update or modify the factual disclosures about World Color Press or Quad/Graphics contained in the arrangement agreement. In your review of the representations and warranties contained in the arrangement agreement and described in this summary, it is important to bear in mind that the representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party to the arrangement agreement may have the right not to close the arrangement if the representations and warranties of the other party prove to be untrue, and allocates risk between the parties to the arrangement agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and in some cases have been qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the arrangement agreement.


General

        The arrangement agreement provides that Quad/Graphics, through an acquisition subsidiary, and World Color Press will consummate an amalgamation pursuant to a plan of arrangement under Canadian law, resulting in the creation of "AmalCo," an entity representing the combination of Quad/Graphics' acquisition subsidiary and World Color Press. As part of the transaction, all outstanding World Color Press common shares will be converted into the right to receive a specified number of shares of redeemable preferred shares of the amalgamated company, with those shares subsequently (and automatically) converted into shares of Quad/Graphics class A stock. Any outstanding World Color Press preferred shares that are not converted into World Color Press common shares prior to the amalgamation ultimately will be redeemed for a cash amount prior to the consummation of the arrangement in accordance with the terms of the restated articles of incorporation of World Color Press as in effect on January 25, 2010. After giving effect to the transaction, (a) Quad/Graphics will own all of the outstanding capital stock of AmalCo, (b) the existing shareholders of Quad/Graphics are expected to continue to own approximately 60% of the outstanding capital stock of Quad/Graphics, (c) the existing shareholders of World Color Press (with the exception of those holders of World Color Press preferred shares who elect not to convert and instead have their preferred shares redeemed) are expected to own approximately 40% of the outstanding capital stock of Quad/Graphics and (d) members of the Quadracci family, trusts for their benefit and other affiliates of Quad/Graphics are expected to hold more than 80% of Quad/Graphics' total voting power. In addition, in connection with the plan of arrangement, certain separate cash payments will be made to the shareholders of Quad/Graphics and World Color Press.


Closing Matters

    Closing

        Unless the parties agree otherwise, the closing of the arrangement will take place no later than four days after the later of (a) the date that the conditions to closing have been satisfied or waived and (b) the date that all of the outstanding World Color Press preferred shares have been converted or redeemed (except that in the event that all the outstanding World Color Press preferred shares will be redeemed pursuant to the arrangement, the closing will occur no later than four days after the date in

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clause (a) above). However, Quad/Graphics may elect to postpone the closing date to permit the completion of an offering of debt securities. See "—Conditions" below for a more complete description of the conditions that must be satisfied or waived prior to closing.

    Completion of the Arrangement

        On the closing date, Quad/Graphics will file articles of amendment with the Wisconsin Department of Financial Institutions to cause the Quad/Graphics Charter to become effective, World Color Press will file articles of arrangement under the CBCA and Quad/Graphics and World Color Press will make all other required filings. The arrangement will become effective on the date that the articles of arrangement are filed.

        Quad/Graphics and World Color Press are working to complete the arrangement in the summer of 2010. However, because completion of the arrangement is subject to the receipt of certain regulatory and other approvals and the satisfaction or waiver of other conditions, the actual timing of the completion of the arrangement cannot be predicted.


Consideration to be Received Pursuant to Arrangement

        The arrangement agreement and the plan of arrangement provide that, at the completion of the arrangement, each World Color Press common share outstanding immediately prior to the completion of the arrangement (excluding shares owned directly or indirectly by World Color Press and shares held by World Color Press shareholders who have complied with the requirements for perfection of dissent rights under the CBCA) will be converted into the right to receive the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio, subject to adjustment in accordance with the arrangement agreement, and a cash payment equal to the Common Cash Consideration, if any.

        Share Exchange Ratio means a fraction (rounded to the nearest fourth decimal):

    the numerator of which is equal to the Arrangement Amount, and

    the denominator of which is equal to the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

        If the aggregate Equity Payment Amounts are equal to or less than $135.0 million, Arrangement Amount means the difference between:

    the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less

    the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics).

        If the aggregate Equity Payment Amounts exceed $135.0 million, the Arrangement Amount is adjusted in such a manner that the Share Exchange Ratio is proportionately reduced by the dollar amount that the Equity Payment Amounts exceed $135.0 million. In this circumstance, Arrangement Amount means an amount equal to the product of:

    the number of World Color Press common shares equal to:

    the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press), less

    a number of World Color Press common shares equal to the excess of the Equity Payment Amounts over $135.0 million divided by the "effective price" of the World Color Press

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        common shares determined under the World Color Press indenture, dated as of July 21, 2009, between World Color Press and Computershare Trust Company of Canada creating the World Color Press warrants,

        multiplied by

    a fraction

    the numerator of which is equal to the difference between (1) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less (2) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics), and

    the denominator of which is equal to the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

        Equity Payment Amounts means:

    the aggregate amount of cash paid or obligated to be paid to holders of World Color Press preferred shares in connection with the redemption of all such shares, to holders of World Color Press' warrants in connection with the cancellation of all of such warrants and to holders of World Color Press' deferred share units and restricted share units, and

    the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement.

        Based on the foregoing, holders of World Color Press common shares will receive 40% of the outstanding stock of Quad/Graphics if the Equity Payment Amounts are $135.0 million or less. In the event that the aggregate Equity Payment Amounts exceed $135.0 million, the collective ownership percentage of the holders of World Color Press common shares will be reduced by the amount in which the aggregate Equity Payment Amounts exceed $135.0 million.

        Common Cash Consideration means a cash payment equal to:

    the amount, if any, by which $93,333,333 exceeds the Equity Payment Amounts, divided by

    the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

        Simultaneously with the consummation of the arrangement, $140 million, less the aggregate amount of all distributions (other than tax distributions permitted by the arrangement agreement) that are declared by Quad/Graphics after January 23, 2010 and before the consummation of the arrangement, will be distributed in cash to Quad/Graphics' existing shareholders.

        World Color Press will determine the effective price (as defined in the World Color Press warrant indenture) not later than five days prior to the consummation of the arrangement and will announce publicly the effective price after its determination.

        As discussed above, the consideration to be received by the World Color Press common shareholders in the arrangement will consist of two parts, the Share Exchange Ratio and the Common Cash Consideration, if any. The Share Exchange Ratio is calculated as follows. Assuming (1) holders of World Color Press preferred shares will convert their World Color Press preferred shares and accrued and unpaid dividends into World Color Press common shares if the market value of a World Color Press common share is greater than $8.00, (2) holders of World Color Press warrants will exercise their right to purchase World Color Press common shares through a cashless exercise if their warrants

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become exercisable, and ignoring the de minimis effect of the cashless exercise of a penny per warrant, (3) the Equity Payment Amounts are $135 million or less and (4) the number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement is 28,105,645 (which is the same as it was on April 30, 2010), then, subject to minor changes in the number of World Color Press common shares outstanding, there are essentially four potential Share Exchange Ratios (depending on the 30 day volume-adjusted weighted average price of each World Color Press common share), as the following illustrative table indicates:


Illustrative Examples of Calculation of Share Exchange Ratio

 
   
  World Color Press Common Share Price(1)  
 
   
  $8.00 or
Below
  $8.01–$12.99   $13.00–$16.29   $16.30 or
Above
 

Quad/Graphics Outstanding Common Stock

  (A)     28,105,645     28,105,645     28,105,645     28,105,645  
 

Divided by 60%

  (B)     60.0 %   60.0 %   60.0 %   60.0 %
                       

Sub-Total

  (C)=A/B     46,842,742     46,842,742     46,842,742     46,842,742  
 

Less: Quad/Graphics Outstanding Common Stock

  (A)     (28,105,645 )   (28,105,645 )   (28,105,645 )   (28,105,645 )
                       

Total Number of Quad/Graphics Common Stock to be held by World Color Press Common Shareholders

  (D)=C-A     18,737,097     18,737,097     18,737,097     18,737,097  

Total Number of World Color Press Outstanding Common Shares

                             

Common Shares

  (E)     73,285,000     73,285,000     73,285,000     73,285,000  

Common Shares from Conversion of Preferred Shares(2)

  (F)         13,838,592     13,838,592     13,838,592  

Common Shares from Exercise of Series I Warrants(3)

  (G)             10,723,019     10,723,019  

Common Shares from Exercise of Series II Warrants(3)

  (H)                 10,723,019  
                       
 

Total Number of World Color Press Outstanding Common Shares

  (I)=E+F+G+H     73,285,000     87,123,592     97,846,611     108,569,630  

Share Exchange Ratio

 

(J)=D/I

   
0.2557
   
0.2151
   
0.1915
   
0.1726
 

(1)
For illustrative purposes only. Assumes the World Color Press common share price equals the 30 day volume-weighted average price for purposes of determining if warrants are exercisable.

(2)
Equals $110,708,736, the assumed total liquidation value of the World Color Press preferred shares and accrued and unpaid dividends as of June 30, 2010, divided by the conversion price of $8 per share.

(3)
Excludes the de minimis effect of cashless exercise of the warrants.

        The Common Cash Consideration is also based on a number of variables, including the above-noted 30 day volume-adjusted weighted average price of each World Color Press common share (which affects, among other things, the effective price under the World Color Press warrant indenture, the cash settlement obligations of World Color Press deferred share units and restricted share units and the number of World Color Press common shares anticipated to be outstanding immediately prior to the completion of the arrangement). For example, using the 30 day volume-adjusted weighted average price of $12.06 of World Color Press common shares on the Toronto Stock Exchange as of and including May 20, 2010, and based on the assumptions discussed above for purposes of the illustrative examples, the Equity Payment Amounts would equal $46,320,978, and the Share Exchange Ratio (i.e., the number of shares of Quad/Graphics class A stock to be issued for each World Color Press common share) would be 0.2151 and the per share Common Cash Consideration would be $0.54 for each World Color Press common share. If, however, the Equity Payment Amounts equal $93,333,333 or more, there would be no Common Cash Consideration for World Color Press common shares.

        The determination of the actual Share Exchange Ratio and Common Cash Consideration are based on a number of variables, some of which are identified in the foregoing examples. Given that the actual Share Exchange Ratio and Common Cash Consideration will not be determined until after the

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World Color Press special meeting and before closing of the arrangement, the actual Share Exchange Ratio and Common Cash Consideration may differ from the examples above, including the example based on the 30 day volume-adjusted weighted average price of World Color Press common shares as of and including May 20, 2010. You are strongly encouraged to review the more detailed illustrative examples set forth in the tabular disclosures on pages 112 to 115 of this proxy circular/prospectus to see how the Equity Payment Amounts, the Share Exchange Ratio, the aggregate Common Cash Consideration and the per share Common Cash Consideration may change.

        Starting on or about June 7, 2010, World Color Press will post on the investors section of its website updated illustrative examples of the calculation of the Share Exchange Ratio and the Common Cash Consideration based on the then-current 30 day volume-adjusted weighted average price of World Color Press common shares, and will update the examples on a weekly basis until the anticipated closing date. The address of the website where the examples will be posted is www.worldcolor.com/investors/index.aspx.

        No fractional shares of Quad/Graphics class A stock will be issued as part of the arrangement. Instead, Quad/Graphics will pay to each holder of World Color Press common shares who otherwise would be entitled to a fractional share of Quad/Graphics class A stock an amount of cash determined by multiplying such fraction by an amount equal to (a) the average of the daily high and low sales prices per share of World Color Press common shares on the Toronto Stock Exchange on the last trading day before the closing date divided by (b) the Share Exchange Ratio.

        It is currently anticipated that the arrangement will be completed within approximately seven days after approval of the arrangement by the shareholders of World Color Press and Quad/Graphics, depending on receipt of a final order of the Quebec Superior Court pursuant to the CBCA and the satisfaction of any other remaining closing conditions.

        The number of World Color Press common shares outstanding immediately prior to the completion of the arrangement will likely differ from the number of World Color Press common shares outstanding on the date of the arrangement agreement, on the date of this proxy circular/prospectus and at the completion of the arrangement as a result of the following factors:

        World Color Press Preferred Share Conversion:    As of the date of the arrangement agreement and as of the date of this proxy circular/prospectus, World Color Press had 12,500,000 preferred shares issued and outstanding. A holder of the World Color Press preferred shares is entitled to receive, per preferred share, (a) upon conversion at the option of the holder, a number of World Color Press common shares equal to the sum of $8.00 and the amount of any accrued and unpaid dividends divided by $8.00, or (b) upon redemption at the option of World Color Press (and subject to a holder's right to convert prior to redemption), cash in an amount equal to $8.00 plus the amount of any accrued and unpaid dividends per preferred share. World Color Press has the right to redeem all or any portion of the World Color Press preferred shares at any time for cash. On February 5, 2010, World Color Press paid dividends in respect of its preferred shares in the aggregate amount of $4,821,082.75, representing the preferential cash dividend accrued on the preferred shares for the period from July 21, 2009 to November 14, 2009. World Color Press is not otherwise permitted to pay any cash dividends on the World Color Press preferred shares prior to the completion of the arrangement. The amount of dividends owed upon the conversion or redemption of any World Color Press preferred shares will be determined based on the date on which such World Color Press preferred shares are redeemed or converted, as the case may be, which in any event will be no later than the date on which the arrangement is consummated. If, prior to the date on which the arrangement is consummated, the per share value of World Color Press common shares is greater than $8.00, World Color Press management anticipates that the holders of World Color Press preferred shares will elect to convert their World Color Press preferred shares and accrued and unpaid dividends into World Color Press common shares. At no time following its emergence from bankruptcy protection have World Color Press common shares traded at or below $8.00 per share on the Toronto Stock Exchange.

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        The Interim Order provides that World Color Press may make arrangements for conversion of World Color Press preferred shares, conditional on the consummation of the arrangement. Pursuant to the Interim Order, holders of World Color Press preferred shares may elect to convert their World Color Press preferred shares into World Color Press common shares in connection with the arrangement. If a holder of World Color Press preferred shares does not elect to convert his preferred shares, his World Color Press preferred shares will be redeemed for cash in connection with the arrangement immediately prior to the effective time of the arrangement. If a holder of World Color Press preferred shares elects to convert his preferred shares, his World Color Press preferred shares will be converted into World Color Press common shares immediately prior to the time at which such preferred shares would otherwise be redeemed in connection with the arrangement.

        Holders of World Color Press preferred shares who wish to conditionally convert their World Color Press preferred shares must properly complete the letter of transmittal for holders of World Color Press preferred shares accompanying this proxy circular/prospectus and deliver such letter of transmittal, the certificate(s) representing such World Color Press preferred shares, together with all other required documents, to the depositary prior to 5:00 p.m. (Eastern Time) on June 23, 2010. Non-registered holders of World Color Press preferred shares should carefully follow the instructions from the intermediary that holds World Color Press preferred shares on their behalf in order to conditionally convert their World Color Press preferred shares.

        World Color Press Warrant Exercise:    As of the date of the arrangement agreement and as of the date of this proxy circular/prospectus, World Color Press had 21,466,038 warrants outstanding, consisting of 10,723,019 series I warrants and 10,723,019 series II warrants. Each series I warrant is exercisable into one World Color Press common share at a price of $0.01 per share if either of the following occurs: (a) the volume weighted average trading price (as defined in the World Color Press warrant indenture) for any 30 consecutive trading days is equal to or greater than $13.00 or (b) the "effective price" of the transaction consideration per World Color Press common share to be received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture) is equal to or greater than $13.00. Each series II warrant is exercisable into one World Color Press common share at a price of $0.01 per share if either of the following occurs: (a) the volume weighted average trading price (as defined in the World Color Press warrant indenture) for any 30 consecutive trading days is equal to or greater than $16.30 or (b) the "effective price" of the transaction consideration per World Color Press common share to be received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture) is equal to or greater than $16.30. World Color Press management anticipates that any warrants that are eligible for exercise into World Color Press common shares will be exercised prior to the completion of the arrangement. The calculation of the volume weighted average trading price will aggregate the volume and value of all of the World Color Press common shares that are traded on the Toronto Stock Exchange, which is expected to continue to be the principal market for such shares, regardless of the currency in which such shares trade and, in respect of the value of trading of the World Color Press common shares in Canadian dollars on any applicable measurement date, such value will be converted to U.S. dollars by dividing (a) such value in Canadian dollars, by (b) the current exchange rate for the purchase of U.S. dollars with Canadian dollars on the immediately preceding business day, using for the purposes of such calculation the applicable spot exchange rates posted on the website of the United States Federal Reserve Board.

        The amount of Equity Payment Amounts payable in connection with the completion of the arrangement will be the result of the following factors:

        World Color Press Preferred Share Redemptions for Cash:    While it is expected that holders of World Color Press preferred shares will elect to convert their World Color Press preferred shares, including the right to accrued and unpaid dividends thereon, into World Color Press common shares if

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the value of a World Color Press common share is greater than $8.00, holders of World Color Press preferred shares may nonetheless fail to timely convert their World Color Press preferred shares and any accrued and unpaid dividends. The plan of arrangement contemplates that any unconverted World Color Press preferred shares will be redeemed for cash as part of the arrangement. If the value of a World Color Press common share is less than $8.00 immediately prior to the completion of the arrangement, World Color Press management estimates that holders of World Color Press preferred shares will have their World Color Press preferred shares redeemed for cash at the cash redemption price.

        Cash Payments to World Color Press Warrant Holders:    Any World Color Press warrants that are not exercised for World Color Press common shares will be cancelled (if the effective price is $9.25 or less) or settled for cash (if the effective price is greater than $9.25) in connection with the arrangement based on a formula outlined in the World Color Press warrant indenture. The amount of such cash settlement will equal 50% of the valuation of the warrants, which takes into account (a) the effective price of the transaction consideration per World Color Press common share received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture), (b) the amount of time remaining between the date of the completion of the arrangement and the expiration of the warrants and (c) the risk free interest rate (as defined in the World Color Press warrant indenture). World Color Press will determine the effective price (as defined in the World Color Press warrant indenture) not later than five days prior to the consummation of the arrangement and will announce publicly the effective price after its determination.

        Pursuant to a letter agreement, the board of directors of World Color Press has engaged BMO Nesbitt Burns Inc. as the investment dealer (as defined in the World Color Press warrant indenture) to (i) advise and assist the board of directors' determination of the fair market value of the transaction consideration to be received by the holders of World Color Press common shares for purposes of determining the effective price (as defined in the World Color Press warrant indenture), and (ii) determine the warrant valuation amount (as defined in the World Color Press warrant indenture).

        Cash Payments to Holders of World Color Press Deferred Share Units and Restricted Share Units:    As of May 21, 2010, World Color Press had 387,769.71 deferred share units and 819,022.57 restricted share units outstanding. In addition, under the World Color Press amended and restated deferred share unit plan, additional deferred share unit grants will be issued to members of World Color Press' board of directors (excluding Mark A. Angelson) at the end of each fiscal quarter. The value of each grant will be $210,375 and the number of deferred share units to be granted will be based on the weighted average trading price of World Color Press common shares for the five trading days prior to the date of grant.

        In connection with the arrangement, all unvested deferred share units of World Color Press will vest immediately prior to the closing of the arrangement and will be converted into the right to receive a cash payment equal in value to the aggregate volume weighted average trading price of World Color Press common shares on the Toronto Stock Exchange for the five trading days immediately preceding the closing date of the arrangement. The table below sets forth the cash payment amounts that would be payable to the holders of deferred share units of World Color Press based on the volume weighted

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average price of $11.98 for World Color Press common shares for the five trading days preceding May 21, 2010.

Holders of Deferred Share Units
  Deferred Share Units   Cash Payment Amount
for Deferred Share Units
Redeemed in connection
with the Arrangement
 

Michael Allen

    27,549.619   $ 330,044.44  

Raymond Bromark

    36,116.697   $