(a) Employee termination charges were related to workforce reductions through facility consolidations and involuntary separation programs.

(b) Impairment charges were for certain machinery and equipment no longer being utilized in production as a result of facility consolidations.

(c) Transaction-related charges consisted of professional service fees related to business acquisition and divestiture activities.

(d) Integration costs were primarily related to preparing existing facilities to meet new production requirements resulting from work transferring from closed plants, as well as other costs related to the integration of the acquired companies.

(e) Other restructuring charges, net, were primarily from costs to maintain and exit closed facilities, as well as lease exit charges. Other restructuring charges, net, in the three months ended September 30, 2012, are presented net of a $12.8 million curtailment gain resulting from an amendment to the postretirement medical benefit plan.

(2) Includes the Adjusted EBITDA and Adjusted EBITDA Margin for the Canadian operations sold on March 1, 2012, calculated in a consistent manner with the calculation above for Adjusted EBITDA and Adjusted EBITDA Margin from continuing operations.

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings announcement also contains non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Recurring Free Cash Flow and Adjusted Diluted Earnings Per Share. They are presented to provide additional information regarding Quad/Graphics' performance and because they are important measures by which Quad/Graphics assesses the profitability and liquidity of its business. These measures should not be considered alternatives to net earnings (loss) as a measure of operating performance or to cash flows provided by operating activities as a measure of liquidity.

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin
For the Nine Months Ended September 30, 2012 and 2011
(in millions)
Nine Months Ended September 30,
2012     2011
Net earnings (loss) attributable to Quad/Graphics common shareholders $ 66.4 $ (40.0 )
Interest expense 63.8 84.5
Income tax benefit (46.0 ) (8.1 )
Depreciation and amortization 252.6   255.9  
EBITDA (Non-GAAP) $ 336.8 $ 292.3
EBITDA Margin (Non-GAAP) 11.4 % 9.4 %
Restructuring, impairment and transaction-related charges (1) 87.8 82.1
Loss on debt extinguishment 34.0
Loss from discontinued operations, net of tax 3.2 22.9
Gain on disposal of discontinued operations, net of tax (35.3 )  
Adjusted EBITDA from continuing operations (Non-GAAP) $ 392.5   $ 431.3  
Adjusted EBITDA Margin from continuing operations (Non-GAAP) 13.2 % 13.9 %
Adjusted EBITDA from discontinued operations (Non-GAAP) (2) $ (1.5 ) $ 9.7  
Adjusted EBITDA Margin from discontinued operations (Non-GAAP) (2) (4.7 )% 3.9 %
Adjusted EBITDA - consolidated (Non-GAAP) $ 391.0   $ 441.0  
Adjusted EBITDA Margin - consolidated (Non-GAAP) 13.1 % 13.1 %


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