As filed with the Securities and Exchange Commission on December 11, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089-3995

(414) 566-6000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Jennifer J. Kent

Executive Vice President of Administration, General Counsel and Secretary

Quad/Graphics, Inc.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089-3995

(414) 566-4179

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

and

Suzanne S. Bettman

Chief Administrative Officer and

General Counsel

LSC Communications, Inc.

191 N. Wacker Drive, Suite 1400

Chicago, Illinois 60606

(773) 272-9200

    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.  ☐

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.  ☐

    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. ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

    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)                  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)        ☐

CALCULATION OF REGISTRATION FEE

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.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2018

[●], 2019

To the shareholders of Quad/Graphics, Inc. and stockholders of LSC Communications, Inc.:

Quad/Graphics, Inc. and LSC Communications, Inc. have entered into an agreement and plan of merger (which we refer to as the “merger agreement”) providing for the acquisition of LSC by Quad/Graphics pursuant to a merger between a wholly owned subsidiary of Quad/Graphics and LSC (which we refer to as the “merger”). Quad/Graphics shareholders as of the close of business on [●], 2019, the record date, are invited to attend a special meeting of Quad/Graphics shareholders on [●], 2019, at [●], Central Time, to consider and vote upon a proposal to approve the issuance of shares of Quad/Graphics class A common stock in connection with the merger. LSC stockholders as of the close of business on the record date are invited to attend a special meeting of LSC stockholders on [●], 2019, at [●], Central Time, to consider and vote upon, among other things, a proposal to adopt the merger agreement and a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to LSC’s named executive officers that is based on or otherwise relates to the merger.

For LSC stockholders, if the merger is consummated, you will be entitled to receive, for each issued and outstanding share of LSC common stock owned by you immediately prior to the effective time of the merger, 0.625 shares of Quad/Graphics class A common stock (which we refer to as the “merger consideration”) as further described in the joint proxy statement/prospectus accompanying this letter. The market value of the merger consideration will fluctuate with the price of Quad/Graphics class A common stock. Based on the closing price of Quad/Graphics class A common stock on October 30, 2018, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of LSC common stock upon consummation of the merger was approximately $11.41, a premium of approximately 34% to the closing price of LSC common stock on October 30, 2018. Based on the closing price of Quad/Graphics class A common stock on [●], 2019, the last practicable date before the date of the joint proxy statement/prospectus accompanying this letter, the value of the merger consideration payable to holders of LSC common stock upon consummation of the merger was approximately $[●]. LSC stockholders should obtain current stock price quotations for Quad/Graphics class A common stock and LSC common stock. Quad/Graphics class A common stock is traded on the New York Stock Exchange under the symbol “QUAD,” and LSC common stock is traded on the New York Stock Exchange under the symbol “LKSD.”

The Quad/Graphics board of directors has determined that the merger is in the best interests of Quad/Graphics; has approved and declared advisable the merger agreement, the merger and the issuance of shares of Quad/Graphics class A common stock in connection with the merger; and recommends that Quad/Graphics shareholders vote “FOR” the issuance of shares of Quad/Graphics class A common stock in connection with the merger.

The LSC board of directors has determined that the merger is fair and in the best interests of LSC and its stockholders; has approved and declared advisable the merger agreement, the related voting and support agreement, the merger and the other transactions contemplated by the merger agreement; and recommended adoption of the merger agreement to the stockholders of LSC. Accordingly, the LSC board of directors recommends that LSC stockholders vote “FOR” the adoption of the merger agreement and “FOR” the other proposals described in the accompanying joint proxy statement/prospectus.

Quad/Graphics and LSC will each hold a special meeting of their shareholders and stockholders, respectively, to consider certain matters relating to the merger. Quad/Graphics and LSC cannot consummate the merger unless, among other things, Quad/Graphics shareholders approve the issuance of shares of Quad/Graphics class A common stock in connection with the merger and LSC stockholders adopt the merger agreement.

Your vote is very important. To ensure your representation at your company’s special meeting, complete and return the applicable enclosed proxy card or voting instruction card or submit your proxy by phone or the internet. Please vote promptly whether or not you expect to attend your company’s special meeting. Submitting a proxy now will not prevent you from being able to vote in person at your company’s special meeting.

The joint proxy statement/prospectus accompanying this letter is also being delivered to LSC stockholders as Quad/Graphics’ prospectus for its offering of shares of Quad/Graphics class A common stock in connection with the merger.

The obligations of Quad/Graphics and LSC to consummate the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The joint proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about Quad/Graphics and LSC and certain related matters. You are encouraged to read the joint proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 35 of the joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the issuance of shares of Quad/Graphics class A common stock in connection with the merger and how they will affect you.

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

The accompanying joint proxy statement/prospectus is dated [●], 2019 and is

first being mailed to shareholders of Quad/Graphics and LSC on or about [●], 2019.

Quad/Graphics, Inc.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089-3995

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD [●], 2019

Time and Date:

[●], 2019, at [●] Central Time.

Place:

Quad/Graphics, Inc. (“Quad/Graphics”), N61 W23044 Harry’s Way, Sussex, Wisconsin 53089.

Matter to be Voted On:

To consider and vote on a proposal to approve the issuance of shares of class A common stock of Quad/Graphics (the “share issuance proposal”) in connection with the merger between a wholly owned subsidiary of Quad/Graphics, QLC Merger Sub, Inc. (“merger sub”), and LSC Communications, Inc. (“LSC”), as contemplated by the agreement and plan of merger, dated as of October 30, 2018, among Quad/Graphics, LSC and merger sub (which we refer to as the “merger agreement”).

Who Can Vote:

Holders of Quad/Graphics class A common stock and class B common stock at the close of business on [●], 2019. Only Quad/Graphics shareholders as of the record date are entitled to notice of, and to vote at, the Quad/Graphics special meeting or any adjournment and postponement of the Quad/Graphics special meeting.

The Quad/Graphics board of directors has determined that the merger is in the best interests of Quad/Graphics; has approved and declared advisable the merger agreement, the merger and the issuance of shares of Quad/Graphics class A common stock in connection with the merger; and recommends that Quad/Graphics shareholders vote “FOR” the share issuance proposal.

Quad/Graphics shareholder approval of the share issuance proposal is required to consummate the merger. Quad/Graphics will transact no other business at the Quad/Graphics special meeting. The share issuance proposal and the merger are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you submit a proxy or otherwise vote your shares.

Please vote as promptly as possible, whether or not you plan to attend the Quad/Graphics special meeting. If you later desire to revoke or change your proxy for any reason, you may do so in the manner described in the accompanying joint proxy statement/prospectus.

A PROXY FOR THE SPECIAL MEETING AND A JOINT PROXY STATEMENT/PROSPECTUS ARE ENCLOSED WITH THIS NOTICE. YOUR VOTE IS VERY IMPORTANT. APPROVAL OF THE SHARE ISSUANCE PROPOSAL BY THE QUAD/GRAPHICS SHAREHOLDERS IS A CONDITION TO THE MERGER AND REQUIRES APPROVAL BY THE MAJORITY OF VOTES CAST BY THE QUAD/GRAPHICS SHAREHOLDERS PRESENT IN PERSON OR BY PROXY AT THE SPECIAL MEETING. QUAD/GRAPHICS SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, SIGN

AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, OR TO SUBMIT THEIR VOTES BY PHONE OR THE INTERNET. SIMPLY FOLLOW THE INSTRUCTIONS PROVIDED ON THE ENCLOSED PROXY CARD. ABSTENTIONS WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE SHARE ISSUANCE PROPOSAL AND BROKER NON-VOTES WILL HAVE NO EFFECT ON THE OUTCOME OF THE VOTE.

Sussex, Wisconsin

[●], 2019

LSC COMMUNICATIONS, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2019

IN [●]

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of LSC Communications, Inc., which we refer to as “LSC”, will be held on [●], at [●], Central Time, at [●], for the following purposes:

LSC stockholder approval of the merger agreement proposal is required to consummate the merger between merger sub and LSC pursuant to which LSC will become a wholly owned subsidiary of Quad/Graphics (which we refer to as the “merger”). LSC stockholders will also be asked to approve the LSC compensation proposal and, if necessary, the LSC adjournment proposal. LSC will transact no other business at the LSC special meeting. The record date for the LSC special meeting has been set as [●], 2019. Only LSC stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the LSC special meeting or any adjournments and postponements thereof. For additional information regarding the LSC special meeting, see the section entitled “The Special Meeting of LSC Stockholders” beginning on page [●] of the joint proxy statement/prospectus accompanying this notice.

The LSC board of directors has determined that the merger is fair and in the best interests of LSC and its stockholders; has approved and declared advisable the merger agreement, the related voting and support agreement, the merger and the other transactions contemplated by the merger agreement; and recommended adoption of the merger agreement to the stockholders of LSC. Accordingly, the LSC board of directors recommends that LSC stockholders vote “FOR” the merger agreement proposal, “FOR” the LSC compensation proposal and “FOR” the LSC adjournment proposal.

The LSC special meeting proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE LSC SPECIAL MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON AT THE LSC SPECIAL MEETING, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Quad/Graphics, Inc. (which we refer to as “Quad/Graphics”) and LSC Communications, Inc. (which we refer to as “LSC”) from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of the documents incorporated by reference into this joint proxy statement/prospectus through the Securities and Exchange Commission (sometimes referred to as the “SEC”) website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

If you would like to request documents, please do so by [●], 2019, which is five business days before the special meetings.

For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information” beginning on page [●].

In addition, if you are an LSC stockholder and need to obtain additional copies of this joint proxy statement/prospectus or need to obtain LSC proxy cards or other information related to the proxy solicitation with respect to the LSC special meeting, contact Morrow Sodali LLC, the proxy solicitor for LSC, toll-free at 800-662-5200 or collect at 203-658-9400. You will not be charged for any of these documents that you request.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus forms part of a registration statement on Form S-4 (Registration No. 333-[●]) filed by Quad/Graphics with the SEC to register with the SEC the shares of Quad/Graphics class A common stock, par value $0.025 per share (sometimes referred to as “class A common stock”), to be issued to LSC stockholders pursuant to the agreement and plan of merger, dated October 30, 2018, as such agreement may be amended from time to time (which we refer to as the “merger agreement”), among Quad/Graphics, LSC and QLC Merger Sub, Inc. (which we refer to as “merger sub”).

This joint proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Quad/Graphics under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and the rules thereunder, with respect to the class A common stock, in addition to being a joint proxy statement of Quad/Graphics and LSC under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and the rules thereunder, and a notice of meeting and actions to be taken with respect to the special meetings of Quad/Graphics and LSC.

Quad/Graphics has supplied all information contained in or incorporated by reference into this joint proxy statement/prospectus relating to Quad/Graphics and LSC has supplied all information contained in or incorporated by reference into this joint proxy statement/prospectus relating to LSC. Quad/Graphics and LSC have both contributed information relating to the merger and the merger agreement contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Quad/Graphics and LSC have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2019, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to LSC stockholders nor the issuance by Quad/Graphics of shares of its class A common stock pursuant to the merger agreement will create any implication to the contrary.

All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.

This joint proxy statement/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

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are brief answers to common questions that you may have regarding the merger agreement, the proposed merger, the special meetings and the consideration to be received in the proposed merger. The questions and answers in this section may not address all questions that may be important to you as a shareholder of Quad/Graphics or a stockholder of LSC. To better understand these matters, and for a description of the legal terms governing the proposed merger, we urge you to read carefully and in its entirety this joint proxy statement/prospectus, including the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [●].

Q:  Why am I receiving this document?

A:  You are receiving this joint proxy statement/prospectus because Quad/Graphics, LSC and merger sub have entered into the merger agreement, pursuant to which, on the terms and subject to the conditions included in the merger agreement, Quad/Graphics has agreed to acquire LSC by means of a merger of merger sub with and into LSC, with LSC surviving the merger as a wholly owned subsidiary of Quad/Graphics (which we refer to as the “merger”) and your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this joint proxy statement/prospectus as Annex A.

In order to consummate the merger, Quad/Graphics shareholders must approve the issuance of shares of Quad/Graphics class A common stock in connection with the merger (which we refer to as the “share issuance proposal”) in accordance with the rules of the New York Stock Exchange (which we refer to as the “NYSE”) in order for the merger to be consummated. Quad/Graphics is holding a special meeting of its shareholders (which we refer to as the “Quad/Graphics special meeting”) to obtain approval of the share issuance proposal. Your vote is very important. We encourage you to submit a proxy to have your shares voted as soon as possible.

In order to consummate the merger, LSC stockholders must adopt the merger agreement (which we refer to as the “merger agreement proposal”) in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). LSC is holding a special meeting of its stockholders (which we refer to as the “LSC special meeting”) to obtain approval of the merger agreement proposal. At the LSC special meeting, LSC stockholders will also be asked to approve the merger-related compensation arrangements for LSC’s named executive officers in a non-binding, advisory vote (which we refer to as the “LSC compensation proposal”). Additionally, LSC stockholders will be asked to approve the adjournment of the LSC special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the LSC special meeting to adopt the merger agreement (which we refer to as the “LSC adjournment proposal”).

We are delivering this document to you as both a joint proxy statement of Quad/Graphics and LSC and a prospectus of Quad/Graphics. It is a joint proxy statement because it is being used by the boards of directors of both Quad/Graphics and LSC to solicit proxies from their shareholders and stockholders, respectively, to vote in favor of the share issuance proposal at the Quad/Graphics special meeting and the proposals at the LSC special meeting. It is a prospectus because Quad/Graphics will issue shares of its class A common stock in exchange for shares of common stock, par value $0.01 per share, of LSC (which we refer to as “LSC common stock”) to LSC stockholders if the merger is consummated.

We are sending you these materials to help you decide how to vote your shares with respect to the matters to be considered at the special meetings. This joint proxy statement/prospectus contains important information about the merger, including the Quad/Graphics special meeting and LSC special meeting. You should read it carefully and in its entirety. The enclosed proxy card(s) allow you to authorize the voting of your shares without attending your company’s special meeting.

Your vote is important regardless of how many shares you own. We encourage you to submit a proxy as soon as possible.

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Q:  What do I need to do now?

A: After you carefully read this joint proxy statement/prospectus in its entirety, including the annexes, please respond by submitting your proxy by telephone or via 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 of Quad/Graphics class A common stock or class B common stock and/or LSC common stock may be voted in accordance with your instructions. 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 your company’s special meeting in person.

Q:  What will LSC stockholders receive in the merger?

A: As a result of the merger, except for shares of LSC common stock owned directly or indirectly by LSC (other than shares held in a fiduciary or agency capacity that are beneficially owned by a third party) and subject to the treatment of LSC equity awards, adjustments for dilution and tax withholdings, each share of LSC common stock issued and outstanding immediately prior to the effective time of the merger (each of which we refer to as an “eligible share of LSC common stock”) will be automatically converted into the right to receive 0.625 shares (which we refer to as the “exchange ratio”) of Quad/Graphics class A common stock, without interest (which we refer to as the “merger consideration”). LSC stockholders that would otherwise be entitled to receive a fractional share of Quad/Graphics class A common stock will instead be entitled to receive cash in lieu of such fractional share, and will not be entitled to dividends, distributions, voting rights or any other rights in respect of such fractional share. For more information regarding the merger consideration, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page [●].

Q:  Will LSC equity awards be affected by the merger?

A: At the effective time of the merger:

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For more information regarding the treatment of LSC equity awards, see the section entitled “The Merger Agreement—Treatment of LSC Equity Awards” beginning on page [●].

Q:  What equity stake will LSC stockholders hold in Quad/Graphics immediately following the merger?

A:  Based on (a) [●] shares of LSC common stock issued and outstanding as of [●], 2019, which includes [●] LSC RSAs, (b) [●] shares of LSC common stock issuable under LSC RSUs, (c) [●] shares of LSC common stock issuable under LSC PSUs and (d) the exchange ratio, holders of LSC common stock as of immediately prior to the effective time of the merger, would hold, in the aggregate, approximately [●]% of the issued and outstanding shares of Quad/Graphics class A common stock immediately following the consummation of the merger, representing approximately [●]% total economic ownership of Quad/Graphics following the merger and approximately [●]% of the total voting power of Quad/Graphics following the merger.

Q:  When do you expect the merger to be consummated?

A:  As of the date of this joint proxy statement/prospectus, the merger is expected to close in mid-2019. The closing of the merger is subject to various conditions, including the approval of the share issuance proposal by the Quad/Graphics shareholders, and the approval of the merger agreement proposal by the LSC stockholders, as well as necessary regulatory consents and approvals. No assurance can be provided as to when or if the merger will be consummated, and it is possible that factors outside the control of Quad/Graphics and LSC could result in the merger being consummated at a later time, or not at all. See “The Merger Agreement—Conditions to the Consummation of the Merger” beginning on page [●].

Q:  When and where are the special meetings?

A:  The Quad/Graphics special meeting will take place on [●], 2019, at [●] Central Time, at N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995.

The LSC special meeting will take place on [●], 2019, at [●] Central Time, at [●].

Q:  What matters will be considered at the special meetings?

A:  Quad/Graphics shareholders are being asked to consider and vote on the share issuance proposal. The Quad/Graphics board of directors (sometimes referred to as the “Quad/Graphics board”) recommends a vote “FOR” the share issuance proposal. Quad/Graphics will transact no other business at the Quad/Graphics special meeting other than any such business that may be properly brought before the Quad/Graphics special meeting or any adjournment or postponement thereof.

LSC stockholders are being asked to consider and vote on the merger agreement proposal, the LSC compensation proposal and the LSC adjournment proposal. The LSC board of directors (sometimes referred to as the “LSC board”) recommends a vote “FOR” the merger agreement proposal, a vote “FOR” the LSC compensation proposal and a vote “FOR” the LSC adjournment proposal. LSC will transact no other business at the LSC special meeting other than any such business that may be properly brought before the LSC special meeting or any adjournment or postponement thereof.

Q:  What shareholder vote is required to approve the share issuance proposal at the Quad/Graphics special meeting?

A:  Assuming a quorum is present, to be approved at the Quad/Graphics special meeting, the share issuance proposal requires the affirmative vote of a majority of votes cast by the Quad/Graphics shareholders present in person or by proxy at the Quad/Graphics special meeting. If you mark “abstain” on your proxy card, it will have the same effect as a vote “AGAINST” the share issuance proposal.

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Q:  What stockholder vote is required for approval of each proposal brought before the LSC special meeting?

A:  The merger agreement proposal. Approval of the merger agreement proposal requires the affirmative vote of a majority of the shares of LSC common stock outstanding as of the close of business on the record date and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the merger agreement proposal.

The LSC compensation proposal. Approval of the LSC compensation proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the LSC compensation proposal.

The LSC adjournment proposal. Approval of the LSC adjournment proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the LSC adjournment proposal.

Q:  What is the effect if these proposals are not approved at the special meetings?

A:  If the share issuance proposal is not approved by the requisite vote at the Quad/Graphics special meeting or the merger agreement proposal is not approved by the requisite vote at the LSC special meeting, then the merger will not occur. In that circumstance, LSC stockholders would not receive the merger consideration or other consideration in connection with the merger, their shares of LSC common stock would remain outstanding, LSC would remain an independent public company and its common stock would continue to be listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, either Quad/Graphics or LSC (depending on the circumstances) may be required to pay the other party a termination fee, reverse termination fee or other termination-related payment. See “The Merger Agreement—Termination” beginning on page [●] for a more detailed discussion of the termination fees.

Q:  Why are LSC stockholders being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the LSC named executive officers (i.e., the LSC compensation proposal)?

A:  Under SEC rules, LSC is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to LSC’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation. LSC urges its stockholders to read the section entitled “The Merger—Interests of LSC’s Executive Officers and Directors in the Merger—Quantification of Payments and Benefits to LSC’s Named Executive Officers” beginning on page [●], which describes such merger-related compensation.

Q:  What happens if LSC stockholders do not approve, by a non-binding, advisory vote, merger-related compensation arrangements for LSC’s named executive officers (i.e., the LSC compensation proposal)?

A:  The vote on the LSC compensation proposal (i.e., to approve the merger-related compensation arrangements for LSC’s named executive officers), is separate and apart from the votes to approve the other proposals being presented at the LSC stockholder meeting. Because the vote on the LSC compensation proposal is advisory in nature only, it will not be binding upon LSC. Accordingly, the merger-related compensation will be paid to LSC’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if LSC stockholders do not approve the LSC compensation proposal.

Q:  Who is entitled to vote at the special meetings?

A:  The board of directors of each of Quad/Graphics and LSC have fixed [●], 2019, as the record date for each of their companies’ respective special meetings. If you were a holder of shares of Quad/Graphics’ class A

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common stock or class B common stock or a holder of shares of common stock of LSC at the close of business on the record date, you are entitled to receive notice of, and vote at, your company’s special meeting.

Q:  If I am a Quad/Graphics shareholder, how many votes do I have?

A:  If you are a shareholder of Quad/Graphics class A common stock, you are entitled to one vote per share of Quad/Graphics class A common stock that you own as of the record date. If you are a shareholder of Quad/Graphics class B common stock, you are entitled to ten votes per share of Quad/Graphics class B common stock that you own as of the record date. As of the close of business on the record date, there were (a) [●] shares of class A common stock outstanding with an aggregate of [●] votes and (b) [●] shares of class B common stock outstanding with an aggregate of [●] votes.

Holders of Quad/Graphics class A common stock and class B common stock vote together as a single class on the share issuance proposal.

Q:  If I am a LSC stockholder, how many votes do I have?

A:  Each LSC stockholder of record is entitled to one vote for each share of LSC common stock held of record by him or her as of the close of business on the record date. As of the close of business on the record date, there were [●] shares of LSC common stock outstanding.

Q:  Are any Quad/Graphics shareholders already committed to vote in favor of the share issuance proposal?

A:  Pursuant to a voting and support agreement entered into on October 30, 2018 in connection with the execution of the merger agreement (which we refer to as the “voting and support agreement”), the trustees of the Quad/Graphics voting trust have agreed to, among other things, vote the shares of class A common stock and class B common stock owned by the Quad/Graphics voting trust for the share issuance proposal. As of the record date, the Quad/Graphics voting trust owned [●] shares of class A common stock and [●] shares of class B common stock, or, collectively, approximately [●]% of Quad/Graphics’ total voting power. For additional information on the voting and support agreement, see “Voting and Support Agreement” beginning on page [●]. The voting and support agreement is attached to this joint proxy statement/prospectus as Annex B. For additional information on the Quad/Graphics’ voting trust, see “Security Ownership of Certain Beneficial Owners and Management of Quad/Graphics—Quad/Graphics Voting Trust” beginning on page [●].

Q:  What constitutes a quorum for each special meeting?

A:  The presence of a majority of the votes entitled to be cast by the holders of the Quad/Graphics class A common stock and class B common stock, voting together as a single class, shall constitute a quorum for the purpose of transacting business at the Quad/Graphics special meeting. Abstentions and broker non-votes will be considered present for purposes of determining whether a quorum exists.

To hold the LSC special meeting, a quorum of the shares of LSC common stock (which is a majority of the shares outstanding and entitled to vote) is required to be represented either in person or by proxy at the LSC special meeting. Abstentions and broker non-votes are counted in determining whether a quorum is present for the LSC special meeting.

Q:  Who can attend each special meeting?

A:  If you held Quad/Graphics class A common stock or class B common stock, or LSC common stock, as of the record date, you may attend your company’s special meeting. If you are a beneficial owner of stock held in “street name,” you must provide evidence of your ownership of such stock, which you can obtain from your broker, bank or other nominee, in order to attend your company’s special meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership.

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Q:  What if my bank, broker or other nominee holds my shares in “street name”?

A:  If a bank, broker or other nominee holds your shares for your benefit but not in your own name, such shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to use in order to instruct the vote of your shares. The availability of telephone and internet voting instruction depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you. If your shares are held in the name of your bank, broker or other nominee and you wish to attend or vote in person at your company’s special meeting, you must contact your bank, broker or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to your company’s special meeting in order to vote in person. Your bank, broker or other nominee will not vote your shares unless you provide instructions on how to vote.

Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on the share issuance proposal. Because the only proposal for consideration at the Quad/Graphics special meeting is a non-discretionary proposal, it is not expected that there will be any broker non-votes at the Quad/Graphics special meeting. However, if there are any broker non-votes, they will have no effect on the share issuance proposal.

Under the current rules of the NYSE, brokers, banks or other nominees are not permitted to vote on any matter to be considered at the LSC special meeting. As a result, your shares will not be voted on any matters unless you affirmatively instruct your broker, bank or other nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee.

Q:  If I am a Quad/Graphics shareholder, how do I vote?

A:  After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit a proxy or voting instructions for your shares as promptly as possible so that your shares will be represented at the Quad/Graphics special meeting, whether or not you plan to attend the Quad/Graphics special meeting. If you are a shareholder of record of Quad/Graphics as of the close of business on the record date, you may submit your proxy before the Quad/Graphics special meeting by marking, signing and dating your proxy card and returning it in the postage-paid envelope we have provided.

In addition, shareholders of record of class A common stock and class B common stock may vote in person at the Quad/Graphics special meeting or by mail or through the internet. For additional information on voting procedures, see “The Special Meeting of Quad/Graphics Shareholders” beginning on page [●].

Q:  If I am a LSC stockholder, how do I vote?

A:  If your shares are registered in your name (as shareholder of record), you may have your shares of LSC common stock voted on the matters to be presented at the LSC special meeting in any of the following ways:

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If your shares are held in “street name”, you should give instructions to your broker on how to vote your shares. All of the proposals to be considered at the LSC special meeting are considered non-routine matters. Accordingly, if you do not provide voting instructions to your broker, your broker will not have the discretion to vote such shares with respect to any of the matters to be considered at the LSC special meeting.

If you plan to attend the LSC special meeting and vote in person, your instructions depend on how your shares are held:

For additional information on voting procedures, see “The Special Meeting of LSC Stockholders” beginning on page [●].

After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible, whether or not you plan to attend the LSC special meeting.

Q:  What do I do if I receive more than one set of voting materials?

A:  You may receive more than one set of voting materials relating to the LSC special meeting and/or the Quad/Graphics special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. You may also receive multiple copies of this joint proxy statement/prospectus if you are a shareholder and stockholder of both Quad/Graphics and LSC, respectively. For shares of Quad/Graphics class A common stock and class B common stock or LSC common stock held directly, please complete, sign, date and return each proxy card you receive, or, you may submit a proxy by telephone or via internet by following the instructions on each proxy card. For shares of Quad/Graphics class A common stock or LSC common stock held in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q:  I hold shares of both Quad/Graphics and LSC. Do I need to vote separately for each company?

A:  Yes. You will need to separately follow the applicable procedures described in this joint proxy statement/prospectus both with respect to the voting of shares of Quad/Graphics class A common stock and class B common stock and with respect to the voting of shares of LSC common stock in order to effectively vote the shares of common stock you hold in each company.

Q:  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.

If you are a shareholder of record as of the record date and you sign, date, and return your proxy card but do not indicate how you want to vote on any particular proposal and do not indicate that you wish to abstain with respect to that proposal, your shares will be voted as follows:

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Q:  What if I mark “abstain” when voting, or fail to vote in person or by proxy on the proposals?

A:  If you fail to vote in person or by proxy any shares for which you are the record owner as of the record date or fail to instruct your broker, bank or other nominee on how to vote the shares you hold in street name, your shares will not be counted in determining whether a quorum is present at your company’s special meeting. If you mark abstain when voting, your shares will be counted in determining whether a quorum is present at your company’s special meeting.

If you are a Quad/Graphics shareholder, because the share issuance proposal requires the affirmative vote of the holders of a majority of votes cast, abstaining from voting on the share issuance proposal will have the effect of a vote “AGAINST” the share issuance proposal. Failing to vote on the share issuance proposal will not constitute a vote for or against the share issuance proposal and will be disregarded in the calculation of the votes cast.

If you are a LSC stockholder:

Q:  Can I change my vote after I have submitted a proxy or voting instruction card?

A:  Yes. If you are a shareholder of record as of the record date, whether you vote via the internet, by telephone or by mail, you can change your proxy at any time before it is voted at your company’s special meeting. You can do this in one of three ways:

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If you are a beneficial owner of either Quad/Graphics class A common stock or class B common stock or LSC common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:  Who will count the votes?

A:  The votes at the Quad/Graphics special meeting will be counted by an independent inspector of elections appointed by the Quad/Graphics board of directors. The votes at the LSC special meeting will be counted by an independent inspector of elections appointed by the LSC board of directors.

Q:  What will happen to LSC as a result of the merger?

A:  If the merger is consummated, merger sub will merge with and into LSC. As a result of the merger, the separate corporate existence of merger sub will cease, and LSC will continue as the surviving corporation in the merger and as a wholly owned subsidiary of Quad/Graphics.

Q:  I own shares of LSC common stock. What will happen to those shares as a result of the merger?

A:  If the merger is consummated, your eligible shares of LSC common stock will be converted into the right to receive the merger consideration (i.e., 0.625 shares of Quad/Graphics class A common stock). Each holder of a share of LSC common stock that was outstanding immediately prior to the effective time of the merger will cease to have any rights with respect to shares of LSC common stock except the right to receive the merger consideration.

Q:  Where will the Quad/Graphics class A common stock that LSC stockholders receive in the merger be publicly traded?

A:  Quad/Graphics’ class A common stock is publicly traded on the NYSE under the symbol “QUAD.” The shares of Quad/Graphics class A common stock that LSC stockholders receive in the merger (assuming it is consummated) will also be listed and traded on the NYSE.

Q:  I am a holder of LSC common stock certificates, should I send in my stock certificates now?

A:  No. If you hold certificates representing LSC common stock, please do not send your certificates with your completed proxy card. An exchange agent will send you written instructions in the form of a letter of transmittal informing you on how to exchange your shares following consummation of the merger.

Q:  Are there risks I should consider in deciding how to vote?

A:  Yes. There are risks with all business combinations, including the proposed merger. In evaluating the merger, you should carefully read this joint proxy statement/prospectus, including the factors discussed in the section entitled “Risk Factors” beginning on page [●]. You should also read and carefully consider the risk factors of Quad/Graphics and LSC that are incorporated by reference herein.

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Q:  Are Quad/Graphics or LSC shareholders entitled to appraisal or dissenters’ rights?

A:  No. Under both Wisconsin law and Delaware law, the shareholders of Quad/Graphics and the stockholders of LSC are not entitled to dissenters’ or appraisal rights in connection with the merger.

Q:  What are the material U.S. federal income tax consequences of the merger to Quad/Graphics and LSC shareholders?

A:  Quad/Graphics and LSC intend to take the position that the merger is characterized as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Internal Revenue Code”), for U.S. federal income tax purposes. Assuming the merger is so characterized, U.S. holders of shares of LSC common stock generally will not recognize any U.S. federal income tax gain or loss upon receipt of shares of Quad/Graphics class A common stock in exchange for shares of LSC common stock in the merger, except that gain or loss will be recognized with respect to any cash received in lieu of a fractional share of Quad/Graphics class A common stock. The U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●]. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, the discussion does not address the effects of any foreign, state or local tax laws.

Q:  What happens if I sell my shares of Quad/Graphics class A common stock or class B common stock before the Quad/Graphics special meeting?

A:  The record date for Quad/Graphics shareholders entitled to vote at the Quad/Graphics special meeting is earlier than the date of the Quad/Graphics special meeting. If you transfer your shares of Quad/Graphics class A common stock or class B common stock after the record date but before the Quad/Graphics special meeting, you will, unless special arrangements are made, retain your right to vote at the Quad/Graphics special meeting.

Q:  What happens if I sell my shares of LSC common stock before the LSC special meeting?

A:  The record date for LSC stockholders entitled to vote at the LSC special meeting is earlier than the date of the LSC special meeting. If you transfer your shares of LSC common stock after the record date but before the LSC special meeting, you will, unless special arrangements are made, retain your right to vote at the LSC special meeting but will have transferred the right to receive the merger consideration in connection with the merger to the person to whom you transferred your shares of LSC common stock.

Q:  Who will solicit and pay the cost of soliciting proxies?

A:  LSC has retained Morrow Sodali LLC, 470 West Ave., Suite 3000, Stamford, CT 06902 (which we refer to as “Morrow Sodali”) to assist in the solicitation process. LSC will pay Morrow Sodali a fee of approximately $40,000, as well as out-of-pocket expenses for this service. In addition to solicitation by mail, LSC’s directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

Quad/Graphics has not retained a proxy solicitor for the Quad/Graphics special meeting. Quad/Graphics’ directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Q:  Who can answer my questions about the Quad/Graphics and/or LSC special meeting or the transactions contemplated by the merger agreement?

A:  If you have questions about the LSC special meeting, the Quad/Graphics special meeting or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact LSC’s

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proxy solicitor, Morrow Sodali, by calling toll-free at 800-662-5200 or collect at 203-658-9400 or Quad/Graphics by calling Kyle Egan, Director of Investor Relations and Assistant Treasurer, at 414-566-2482.

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RISK FACTORS

Quad/Graphics shareholders and LSC stockholders should carefully consider the following factors, in addition to those factors discussed elsewhere herein and in the documents that Quad/Graphics and/or LSC have filed with the SEC and which have been incorporated by reference into this joint proxy statement/prospectus and the other information in this joint proxy statement/prospectus, before voting at their respective special meetings.

Risks Relating to the Merger

Because the exchange ratio is fixed and because the market price of Quad/Graphics class A common stock may fluctuate, LSC stockholders cannot be certain of the precise value of the merger consideration they may receive.

Under the terms of the merger agreement, at the time the merger is consummated, each eligible share of LSC common stock will be converted into the right to receive 0.625 shares of Quad/Graphics class A common stock, subject to adjustment for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization. The exchange ratio will not be adjusted for changes in the market price of Quad/Graphics class A common stock or LSC common stock prior to the consummation of the merger. If the merger is consummated, there will be a time lapse between each of the date of this joint proxy statement/prospectus, the dates on which LSC stockholders vote to approve the merger agreement proposal at the LSC special meeting and Quad/Graphics shareholders vote to approve the share issuance proposal at the Quad/Graphics special meeting, and the date on which LSC stockholders entitled to receive the merger consideration actually receive the merger consideration. The market value of shares of Quad/Graphics class A common stock may fluctuate during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in Quad/Graphics’ businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of Quad/Graphics and LSC. Consequently, at the time LSC stockholders must decide whether to approve the merger agreement proposal, they will not know the actual market value of any merger consideration they will receive when the merger is consummated. The actual value of any merger consideration received by LSC stockholders at the consummation of the merger will depend on the market value of the shares of Quad/Graphics class A common stock at that time. This market value may differ, possibly materially, from the market value of shares of Quad/Graphics class A common stock at the time the merger agreement was entered into or at any other time. LSC stockholders should obtain current stock quotations for shares of Quad/Graphics class A common stock before voting their shares of LSC common stock.

The market price of Quad/Graphics class A common stock will continue to fluctuate after the merger.

Upon consummation of the merger, holders of LSC common stock who receive the merger consideration will become holders of shares of Quad/Graphics class A common stock. The market price of Quad/Graphics class A common stock may fluctuate significantly following consummation of the merger and holders of LSC common stock could lose some or all of the value of their investment in Quad/Graphics class A common stock.

LSC stockholders will have a reduced ownership and voting interest in Quad/Graphics following the merger compared to their ownership in LSC and will exercise less influence over management.

Currently, LSC stockholders have the right to vote in the election of LSC’s board of directors and the power to approve or reject any matters requiring stockholder approval under Delaware law and under LSC’s certificate of incorporation and bylaws. Upon consummation of the merger, each LSC stockholder who receives the merger consideration will become a shareholder of Quad/Graphics with a percentage ownership of Quad/Graphics that is smaller than the LSC stockholder’s current percentage ownership of LSC. Based on the number of issued and outstanding shares of Quad/Graphics class A common stock and the number of shares of LSC common stock outstanding as of [●], 2019, and the exchange ratio, after the merger, LSC stockholders are expected to, collectively, become owners of approximately [●]% of the economic ownership of Quad/Graphics following the merger, and approximately [●]% of the voting power of Quad/Graphics following the merger, in each case, without giving effect to any shares of Quad/Graphics class A common stock held by LSC stockholders prior to the consummation of the merger. Even if all former LSC stockholders voted together on all matters presented to Quad/Graphics shareholders, the former LSC stockholders would exercise significantly less influence over Quad/Graphics after the

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consummation of the merger relative to their influence over LSC prior to the consummation of the merger, and thus would have a less significant impact on the approval or rejection of future Quad/Graphics proposals submitted to a shareholder vote. Further, while Quad/Graphics has agreed under the merger agreement to increase the size of the Quad/Graphics board of directors in order to cause two current members of the LSC board of directors mutually agreed by LSC and Quad/Graphics, at the direction of the trustees of the Quad/Graphics voting trust, to be appointed to the Quad/Graphics board of directors, there is no assurance that such directors will remain as members of the Quad/Graphics board of directors beyond their initial term.

Shares of Quad/Graphics class A common stock received by LSC stockholders as a result of the merger will have different rights from shares of LSC common stock.

Upon consummation of the merger, LSC stockholders will no longer be stockholders of LSC and will become shareholders of Quad/Graphics. There are important differences between the current rights of LSC stockholders and the rights to which such stockholders will be entitled as shareholders of Quad/Graphics. For a discussion of the different rights associated with the shares of Quad/Graphics class A common stock, see the section entitled “Comparison of the Rights of Quad/Graphics Shareholders and LSC Stockholders” beginning on page [●].

The merger agreement may be terminated in accordance with its terms and the merger may not be consummated.

The merger agreement is subject to a number of conditions that must be fulfilled in order to consummate the merger, which are described in the section entitled “The Merger Agreement—Conditions to the Consummation of the Merger” beginning on page [●]. Those conditions include, among others: (i) the adoption of the merger agreement by LSC stockholders, (ii) the approval of the share issuance proposal by Quad/Graphics’ shareholders, (iii) the expiration of the applicable waiting period under the HSR Act, and other required regulatory approvals, (iv) the absence of any governmental order or law that precludes, restrains, enjoins or otherwise prohibits, the consummation of the merger or the other transactions contemplated by the merger agreement, and (v) Quad/Graphics’ shares of class A common stock issuable in the merger having been approved for listing on the NYSE. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly the merger may be delayed or may not be consummated.

In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after obtaining shareholder approval, or, if the merger is not consummated by October 30, 2019, either Quad/Graphics or LSC may choose to terminate the merger agreement and not proceed with the merger. Quad/Graphics or LSC may also elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement—Termination” beginning on page [●].

The merger agreement limits LSC’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that may discourage a third party from submitting an acquisition proposal (as defined in the section titled “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Changes of Recommendation—Definition of Acquisition Proposal” beginning on page [●]) to LSC that might result in greater value to LSC stockholders than the merger, or may result in a potential competing acquirer of LSC proposing to pay a lower per share price to acquire LSC than it might otherwise have proposed to pay. These provisions include a general prohibition on LSC soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the LSC board of directors, furnishing information with respect to LSC or entering into discussions with any third party regarding any acquisition proposal or offer for a competing transaction. LSC also has an unqualified obligation to submit the merger agreement proposal to a vote by LSC stockholders, even if LSC receives an alternative acquisition proposal that the LSC board of directors believes is superior to the merger, unless the merger agreement is terminated in accordance with its terms prior to such time. In the event that LSC terminates the merger agreement to enter into an alternative acquisition that the LSC board of directors believes is superior to the merger, LSC will be required by the merger agreement to pay Quad/Graphics a termination fee of $12.5 million plus reimburse Quad/Graphics up to $2 million for reasonable and documented out-of-pocket expenses related to the merger agreement and the transactions contemplated thereby.

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Failure to consummate the merger could negatively impact the stock price and the future business and financial results of Quad/Graphics and LSC.

The merger agreement contains a number of conditions that must be satisfied or waived prior to the consummation of the merger. There can be no assurance that all of the conditions to the consummation of the merger will be so satisfied or waived. If the conditions to the merger are not satisfied or waived, Quad/Graphics and LSC will be unable to consummate the merger and the merger agreement may be terminated.

If the merger is not consummated for any reason, the ongoing businesses of Quad/Graphics and LSC may be adversely affected and, without realizing any of the benefits of having consummated the merger, Quad/Graphics and LSC will be subject to a number of risks, including the following:

If the merger is not consummated, the price of Quad/Graphics class A common stock and LSC common stock may decline to the extent that the current market price reflects a market assumption that the merger will be consummated and that the related benefits will be realized, or to the extent there is a market perception that the merger was not consummated due to an adverse change in the business of Quad/Graphics or LSC.

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The regulatory approvals required for the consummation of the merger may not be obtained or may take longer than expected to be received. In addition, an adverse outcome of any antitrust or similar review undertaken by a governmental authority could prevent the merger from being consummated or have an adverse effect on Quad/Graphics following the merger.

Consummation of the merger is conditional upon receipt of certain regulatory approvals, including, without limitation, the expiration or termination of the waiting period under the HSR Act in the United States and Mexico antitrust approval. Although Quad/Graphics and LSC have agreed to use their reasonable best efforts to obtain the requisite regulatory approvals, there can be no assurance that these approvals will be obtained.

In addition, the regulatory authorities from which these approvals are required may impose conditions on the consummation of the merger or require changes to the terms of the merger. In attempting to obtain the requisite regulatory approvals, neither Quad/Graphics nor any of its subsidiaries will be required to make any divestiture, sale or other disposition of its assets or businesses. However, although it is not required under the merger agreement to do so, if Quad/Graphics agrees to such conditions in order to obtain any approvals required to consummate the merger, then the business and results of operations of Quad/Graphics following the merger may be adversely affected.

Furthermore, if the merger agreement is terminated under certain circumstances as further detailed in the section entitled “The Merger Agreement—Termination” beginning on page [●] due to failure to obtain regulatory approvals or the material breach of Quad/Graphics of its obligations in respect of obtaining regulatory approvals, Quad/Graphics will pay LSC a reverse termination fee of $45 million.

The synergies expected to be produced may not be realized or may require Quad/Graphics after the consummation of the merger to incur additional costs that may adversely affect the value of Quad/Graphics’ class A common stock.

The success of the merger will depend, in part, on Quad/Graphics’ ability to realize the synergies expected to be produced from integrating LSC’s businesses with Quad/Graphics’ existing business through capacity rationalization, the elimination of duplicative functions, greater operational efficiencies and greater efficiencies in supply chain management, among other areas. Quad/Graphics has identified approximately $135 million of annualized net synergies that are expected to be achieved in less than 24 months after the consummation of the merger.

Quad/Graphics’ management estimates that the total cost to Quad/Graphics of achieving the annualized net synergies will be approximately $135 million in integration costs. Quad/Graphics’ estimates are based on a number of assumptions, which may prove incorrect. See “The Merger—Estimated Potential Synergies Attributable to the Merger” beginning on page [●] for additional information.

Following the merger, Quad/Graphics may also incur additional and/or unexpected costs in order to realize the anticipated synergies. While Quad/Graphics’ management believes that the annualized net synergies are achievable, it 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 LSC’s businesses may include, among others:

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Quad/Graphics may not accomplish the integration of LSC’s businesses smoothly, successfully or within the anticipated cost range or timeframe. The diversion of the attention of Quad/Graphics’ management from current operations to the integration effort and any difficulties encountered in combining operations could prevent Quad/Graphics from realizing the full benefits anticipated to result from the merger and could adversely affect its business.

The executive officers and directors of LSC have interests and arrangements that may be different from, or in addition to, those of LSC stockholders generally.

When considering the recommendation of the LSC board of directors with respect to the proposals described in this joint proxy statement/prospectus, LSC stockholders should be aware that the executive officers and directors of LSC may have interests in the merger, which are different from, or in addition to, those of LSC stockholders, generally. These interests include the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, the future membership of two LSC board members, who have not yet been determined, on the Quad/Graphics board of directors after the effective time of the merger and the right to continued indemnification of LSC directors and officers by Quad/Graphics, as the surviving company of the merger.

LSC stockholders should be aware of these interests when they consider the recommendation of the LSC board of directors that they vote to approve the merger agreement proposal. The LSC board of directors was aware of these interests when it approved and declared advisable the merger agreement and the transactions contemplated thereby on the terms and subject to the conditions set forth in the merger agreement, determined that the merger agreement, the related voting and support agreement, the merger and other the transactions contemplated by the merger agreement were fair to, and in the best interests of, LSC and LSC stockholders and recommended that LSC stockholders approve the merger agreement proposal. The interests of LSC executive officers and directors are described in more detail in the section entitled “The Merger—Interests of LSC’s Executive Officers and Directors in the Merger” beginning on page [●].

Quad/Graphics and LSC will incur significant transaction and merger-related costs in connection with the merger, which may be in excess of those anticipated.

Both Quad/Graphics and LSC have incurred and will incur substantial expenses in connection with negotiation and consummation of the transactions contemplated by the merger agreement, including financial and legal advisor fees, financing costs and the costs and expenses of filing, printing and mailing of this joint proxy statement/prospectus.

Quad/Graphics and LSC expect to continue to incur a number of non-recurring costs associated with consummating the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of the non-recurring expenses will consist of transaction costs related to the merger and include, among others, financing costs, employee retention costs, fees paid to financial, legal, and public relations advisors, severance and benefit costs and filing fees. As these transaction costs are non-recurring, these costs and expenses are not reflected in the pro forma statement of operations included in this joint proxy statement/prospectus. An estimate of certain of these costs, including debt issuance costs, change of control payments, debt breakage fees, broker, legal and advisor fees and retention bonuses are reflected in the pro forma balance sheet.

Quad/Graphics and LSC will also incur transaction fees and costs related to formulating and implementing integration plans. Additional unanticipated costs also may be incurred while the merger is pending and for a period thereafter for the integration of the two companies’ businesses. Although Quad/Graphics and LSC expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the companies to offset integration-related costs over time, this net benefit may not be achieved in the near-term, or at all. Certain of these costs will be borne by each of Quad/Graphics and LSC even if the merger is not consummated.

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The opinions of Quad/Graphics’ and LSC’s respective financial advisors do not reflect changes in circumstances between the signing of the merger agreement and the consummation of the merger.

Quad/Graphics and LSC have received opinions from their respective financial advisors in connection with the signing of the merger agreement, but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Quad/Graphics or LSC, general market and economic conditions and other factors that may be beyond the control of Quad/Graphics or LSC, and on which Quad/Graphics’ and LSC’s financial advisors’ opinions were based, may significantly alter the value of Quad/Graphics or LSC or the prices of the shares of Quad/Graphics class A common stock or of the shares of LSC common stock by the time the merger is consummated. The opinions do not speak as of the time the merger will be consummated or as of any date other than the October 30, 2018 date of such opinions. Because Quad/Graphics and LSC do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the merger is consummated. Quad/Graphics board of directors’ recommendation that Quad/Graphics shareholders vote “FOR” approval of the share issuance proposal and the LSC board of directors’ recommendation that LSC stockholders vote “FOR” approval of the merger agreement proposal, the LSC compensation proposal and the LSC adjournment proposal, however, is made as of the date of this joint proxy statement/prospectus.

For a description of the opinions that Quad/Graphics and LSC received from their respective financial advisors, see the sections entitled “The Merger—Opinion of Quad/Graphics’ Financial Advisor” and “The Merger—Opinion of LSC’s Financial Advisor” beginning on pages [●] and [●], respectively. A copy of the opinion of J.P. Morgan, Quad/Graphics’ financial advisor, is attached as Annex C to this joint proxy statement/prospectus, and a copy of the opinion of BofA Merrill Lynch, LSC’s financial advisor, is attached as Annex D to this joint proxy statement/prospectus, and each is incorporated by reference herein in its entirety.

LSC and/or Quad/Graphics may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being consummated.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgement could result in monetary damages, which could have a negative impact on Quad/Graphics’ and LSC’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the merger, then that injunction may delay or prevent the merger from being consummated, which may adversely affect Quad/Graphics’ and LSC’s respective business, financial position and results of operations. Currently, neither Quad/Graphics nor LSC is aware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the merger.

Risks Relating to Quad/Graphics After the Merger

The integration of LSC into Quad/Graphics may not be as successful as anticipated.

The merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired business, and uncertainties related to design, operation and integration of LSC’s internal control over financial reporting. Difficulties in integrating LSC into Quad/Graphics may result in LSC performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. Quad/Graphics’ and LSC’s existing businesses could also be negatively impacted by the merger. Potential difficulties that may be encountered in the integration process include, among other factors:

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Quad/Graphics’ results may suffer if it does not effectively manage its expanded operations following the merger.

Following consummation of the merger, Quad/Graphics’ success will depend, in part, on its ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of LSC into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.

Quad/Graphics’ may fail to realize all of the anticipated benefits of the merger.

The success of the merger will depend, in part, on Quad/Graphics’ ability to realize the anticipated benefits and cost savings from combining Quad/Graphics’ and LSC’s businesses, including operational and other annualized net synergies of approximately $135 million that Quad/Graphics believes it will achieve. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that Quad/Graphics does not currently foresee. Some of the assumptions that Quad/Graphics has made, such as the achievement of operating synergies, may not be realized. The integration process may, for each of Quad/Graphics and LSC, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the merger that were not discovered in the course of performing due diligence.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of Quad/Graphics following the merger.

Quad/Graphics and LSC are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the merger and Quad/Graphics success after the merger will depend in part upon the ability of Quad/Graphics and LSC to retain key management personnel and other key employees. Current and prospective employees of Quad/Graphics and LSC may experience uncertainty about their roles within Quad/Graphics following the merger, which may have an adverse effect on the ability of each of Quad/Graphics and LSC to attract or retain key management and other key personnel. Accordingly, no assurance can be given that following the merger, Quad/Graphics will be able to attract or retain key management personnel and other key employees of Quad/Graphics and LSC to the same extent that Quad/Graphics and LSC have previously been able to attract or retain their own employees.

The market price of Quad/Graphics class A common stock may decline in the future as a result of the sale of shares of Quad/Graphics class A common stock held by former LSC stockholders or current Quad/Graphics shareholders.

Based on the number of shares of LSC common stock outstanding as of [●], 2019 and the number of outstanding LSC equity awards currently estimated to be payable in Quad/Graphics class A common stock in

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connection with the merger, Quad/Graphics expects to issue up to approximately [●] shares of Quad/Graphics class A common stock to LSC stockholders in the merger. Following their receipt of shares of Quad/Graphics class A common stock as merger consideration, former LSC stockholders may seek to sell the shares of Quad/Graphics class A common stock delivered to them, and the merger agreement contains no restriction on the ability of former LSC stockholders to sell such shares of Quad/Graphics class A common stock following consummation of the merger. Other shareholders of Quad/Graphics class A common stock may also seek to sell shares of Quad/Graphics class A common stock held by them following, or in anticipation of, consummation of the merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of Quad/Graphics class A common stock, may affect the market for, and the market price of, Quad/Graphics class A common stock in an adverse manner.

Quad/Graphics’ debt following the merger may limit its financial flexibility.

As of September 30, 2018, Quad/Graphics had approximately $1.06 billion of outstanding indebtedness (including short-term debt and the current portion of long-term debt) and LSC had approximately $0.94 billion of outstanding indebtedness (including the current portion of long-term debt). Quad/Graphics intends to amend or amend and restate its credit facility to add to the existing borrowing base and then use its amended credit facility to repay, refinance, repurchase, redeem, exchange or otherwise terminate LSC’s existing indebtedness prior to, in connection with or following the consummation of the merger. In addition, under the merger agreement, all amounts outstanding under the LSC credit facility will be repaid on the closing of the merger and Quad/Graphics is required to provide all necessary funds for such repayment. As a result, immediately following the consummation of the merger, Quad/Graphics is expected to have outstanding indebtedness of approximately $2.1 billion, based on Quad/Graphics’ and LSC’s outstanding indebtedness as of September 30, 2018.

Results of operations and financial condition of Quad/Graphics following the merger may differ materially from the pro forma information presented in this joint proxy statement/prospectus.

The pro forma financial information included in this joint proxy statement/prospectus is derived from the historical audited and unaudited consolidated financial statements of Quad/Graphics and LSC, as well as from certain internal, unaudited financial statements. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that Quad/Graphics and LSC believe are reasonable. However, this pro forma information may be materially different from what Quad/Graphics’ actual results of operations and financial condition would have been had the merger occurred during the periods presented or from what Quad/Graphics’ results of operations and financial position will be after the consummation of the proposed transaction. In particular, the assumptions used in preparing the pro forma financial information may not be realized, and other factors may affect Quad/Graphics’ financial condition and results of operations following the merger.

Holders of Quad/Graphics class A common stock are not able to independently elect directors of Quad/Graphics or control any of Quad/Graphics’ 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 Quad/Graphics class A common stock have substantially less voting power than the holders of Quad/Graphics class B common 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 Quad/Graphics class A common stock.

Quad/Graphics’ outstanding stock is divided into two classes of common stock: class A common stock and class B common stock. The class B common stock has ten votes per share on all matters and the class A common stock is entitled to one vote per share. As of [●], 2019, the class B common stock constitutes about [●]% of Quad/Graphics’ total voting power. Based on the number of shares of LSC common stock outstanding as of [●], 2019 and the number of outstanding LSC equity awards currently estimated to be payable in Quad/Graphics class A common stock in connection with the merger, Quad/Graphics expects to issue up to approximately [●] shares of Quad/Graphics class A common stock to LSC stockholders in the merger. Based on the foregoing numbers, following the merger, it is expected that the class B common stock will constitute about [●]% of Quad/Graphics total voting power. As a result, holders of class B common stock will be able to exercise a controlling influence over Quad/Graphics’ business, have the power to elect its directors and indirectly control decisions such as whether to issue additional shares, declare and pay dividends or enter into corporate transactions. All of the class B common

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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 common stock.

As of [●], 2019, approximately [●]% of the outstanding class B common stock is held of record by the Quad/Graphics voting trust, and that constitutes approximately [●]% of Quad/Graphics’ total voting power. Based on the number of shares of LSC common stock and Quad/Graphics class A common stock currently outstanding, the number of outstanding LSC equity awards currently estimated to be payable in Quad/Graphics class A common stock in connection with the merger, and applying the exchange ratio, the class B common stock held pursuant to the Quad/Graphics voting trust following the merger is expected to constitute about [●]% of Quad/Graphics’ total voting power. 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 Quad/Graphics’ business following the merger, 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 remain a controlled company within the meaning of the rules of the NYSE following the merger and, as a result, it will continue to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Following the consummation of the merger, the Quad/Graphics voting trust is expected to continue to own more than 50% of the total voting power of Quad/Graphics stock, and, as a result, Quad/Graphics will remain a controlled company under the corporate governance listing standards of the NYSE. As a controlled company, an exception under the NYSE listing standards exempts Quad/Graphics from the obligation to comply with certain of the NYSE’s corporate governance requirements, including the requirements:

Accordingly, for so long as Quad/Graphics is a controlled company, holders of class A common 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.

In addition to the foregoing risks, you should read and consider risk factors specific to Quad/Graphics’ business that will also affect Quad/Graphics after the consummation of the merger. These risks are described in Part I, Item 1A of Quad/Graphics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as such may be amended or supplemented in Part II, “Other Information,” Item 1A, “Risk Factors,” of Quad/Graphics’ subsequently filed Quarterly Reports on Form 10-Q, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page [●].

Furthermore, you should read and consider risk factors specific to LSC’s business that will also affect Quad/Graphics after the consummation of the merger. These risks are described in Part I, Item 1A of LSC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as such may be amended or supplemented in Part II, “Other Information,” Item 1A, “Risk Factors,” of LSC’s subsequently filed Quarterly Reports on Form 10-Q, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page [●].

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents that are incorporated by reference into this joint proxy statement/prospectus contain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this joint proxy statement/prospectus or the documents incorporated by reference herein that address activities, events or developments that Quad/Graphics and LSC expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements relate to, among other things, our objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections, expectations and outlook of Quad/Graphics or LSC, and can generally be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe,” “continue,” “project,” “predict,” “potential,” “create,” “intend,” “could,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “target,” “hope,” “aim,” “would,” or “should” or the negatives of these terms, variations on them and other similar expressions.

These forward-looking statements include, but are not limited to, statements regarding the merger, pro forma descriptions of Quad/Graphics following the merger and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this joint proxy statement/prospectus. These include:

Quad/Graphics and LSC caution that the foregoing list of risks, uncertainties and other factors is not exhaustive, and you should carefully consider the other factors detailed from time to time in Quad/Graphics’ and

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LSC’s filings with the SEC and other uncertainties and potential events when reviewing Quad/Graphics’ and LSC’s forward-looking statements. For more information, see the sections entitled “Risk Factors” and “Where You Can Find More Information” beginning on page [●] and [●], respectively.

Because forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties, some of which are beyond the control of Quad/Graphics and LSC, actual results may differ materially from those expressed or implied by such forward-looking statements. Consequently, all of the forward-looking statements Quad/Graphics and LSC make in this joint proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained under this heading and elsewhere in this joint proxy statement/prospectus, and the information detailed in Part I, Item 1A of Quad/Graphics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as such may be amended or supplemented in Part II, “Other Information,” Item 1A, “Risk Factors,” of Quad/Graphics’ subsequently filed Quarterly Reports on Form 10-Q, and in Part I, Item 1A of LSC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as such may be amended or supplemented in Part II, “Other Information,” Item 1A, “Risk Factors,” of LSC’s subsequently filed Quarterly Reports on Form 10-Q.

You are cautioned not to place undue reliance on such statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference. Except to the extent required by the federal securities laws, Quad/Graphics and LSC 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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THE COMPANIES

Quad/Graphics

Quad/Graphics is a leading marketing solutions provider. Quad/Graphics leverages its strong print foundation as part of a much larger, robust integrated marketing platform that helps marketers and content creators improve the efficiency and effectiveness of their marketing spend across offline and online media channels. With a consultative approach, worldwide capabilities, leading-edge technology and single-source simplicity, Quad/Graphics believes it has the resources and knowledge to help a wide variety of clients in multiple vertical industries, including retail, publishing and healthcare.

Quad/Graphics was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V. Quadracci. As of December 31, 2017, Quad/Graphics had approximately 21,100 full-time equivalent employees in North America, South America, Europe and Asia, and served a diverse base of approximately 6,900 clients from 147 facilities located in 17 countries, as well as investments in printing operations in Brazil and India.

Quad/Graphics is on a transformative journey that it describes in evolutions. Each new evolution expands Quad/Graphics’ offerings and creates enhanced value for its clients. Quad 1.0 covered a period of tremendous organic growth that began with its founding in 1971. During this 40-year period, Quad/Graphics grew rapidly through greenfield growth, built a premier manufacturing and distribution platform equipped with the latest technology, established its reputation as one of the industry’s foremost innovators and created a company culture based on strong values that remains in place today.

Quad 2.0 began in 2010 and continues today with Quad/Graphics’ ongoing role as a disciplined industry consolidator. Quad/Graphics saw an opportunity to participate in industry consolidation in response to economic and industry pressures following the Great Recession of 2008 and 2009, which severely impacted print volumes. Through a series of consolidating acquisitions, Quad/Graphics was able to enhance and expand its product offerings, while removing inefficient and underutilized capacity, pulling out costs and transitioning work to more efficient facilities.

Quad 3.0 evolved when the seismic shifts in today’s multichannel marketing environment provided the opportunity for Quad/Graphics to expand its offering as a marketing solutions provider to create greater value for its clients in two distinct ways:

For the year ended December 31, 2017, Quad/Graphics had total net sales of approximately $4.1 billion, total operating income of approximately $164.9 million and net earnings of approximately $107.2 million. For the nine months ended September 30, 2018, Quad/Graphics had total net sales of approximately $3.0 billion, total operating income of approximately $68.6 million and net earnings of approximately $28.5 million.

Quad/Graphics’ operating and reportable segments, including their product and service offerings, and a “Corporate” category are as follows:

The United States Print and Related Services segment is predominantly comprised of Quad/Graphics’ United States printing operations and is managed as one integrated platform. This includes retail inserts,

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publications, catalogs, special interest publications, journals, direct mail, books, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement, together with marketing and other complementary services, including consumer insights, audience targeting, personalization, media planning and placement, process optimization, campaign planning and creation, pre-media production, videography, photography, digital execution, print execution and logistics. This segment also includes the manufacture of ink. The United States Print and Related Services segment accounted for approximately 91% of Quad/Graphics’ consolidated net sales for the year ended December 31, 2017.

The International segment consists of Quad/Graphics’ printing operations in Europe and Latin America, including operations in England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as investments in printing operations in Brazil and India. This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 9% of Quad/Graphics’ consolidated net sales for the year ended December 31, 2017.

Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance, as well as certain expenses and income from frozen employee retirement plans, such as pension benefit plans.

Quad/Graphics’ class A common stock is listed on the NYSE under the symbol “QUAD.” Quad/Graphics’ class B common stock is not publicly-traded but is convertible into class A common stock on a one-for-one basis. Quad/Graphics’ principal executive offices are located at N61 W23044 Harry’s Way, Sussex, Wisconsin 53089 and its telephone number is (414)-566-6000.

QLC Merger Sub Inc.

QLC Merger Sub, Inc., a wholly owned subsidiary of Quad/Graphics, is a Delaware corporation that was formed on October 30, 2018 for the sole purpose of effecting the merger. In the merger, merger sub will be merged with and into LSC, with LSC surviving as a wholly owned subsidiary of Quad/Graphics.

Its principal executive offices and its telephone number are the same as those of Quad/Graphics.

LSC

LSC, a Delaware corporation, is a global leader in print and digital media solutions. The principal business of LSC and its direct or indirect wholly owned subsidiaries is to offer a broad range of traditional and digital print, print-related services and office products.

On October 1, 2016, RRD completed its previously announced separation (which we refer to as the “RRD separation”) into three separate independent publicly-traded companies: (i) its publishing and retail-centric print services and office products business, which is the business of LSC; (ii) its financial communications services business, which is the business of Donnelley Financial Solutions, Inc. (which we refer to as “Donnelley Financial”) and (iii) a global, customized multichannel communications management company, which is the business of RRD after the RRD separation. To effect the RRD separation, RRD undertook a series of transactions to separate net assets and legal entities. RRD completed the distribution of 80.75%, of the outstanding shares of LSC common stock and Donnelley Financial to RRD stockholders on October 1, 2016. RRD retained a 19.25% ownership stake in both LSC and Donnelley Financial. On October 1, 2016, RRD stockholders of record as of the close of business on September 23, 2016 (which we refer to as “the separation record date”) received one share of LSC common stock and one share of Donnelley Financial common stock for every eight shares of RRD common stock held as of the separation record date.

On March 28, 2017, RRD completed the sale of approximately 6.2 million shares of LSC common stock, representing its entire 19.25% retained ownership. In connection with the over-allotment option granted to the

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underwriters as part of the secondary sale by RRD, LSC also sold approximately 0.9 million shares of common stock, receiving proceeds of $18 million, that were used for general corporate purposes.

In connection with the RRD separation, LSC, RRD and Donnelley Financial entered into commercial arrangements, transition services agreements and various other agreements related to the separation that remain in effect.

LSC serves the needs of publishers, merchandisers, cataloguers and retailers with product and service offerings that include traditional and digital print, e-services, logistics, warehousing, fulfillment and supply chain management services. LSC utilizes a broad portfolio of technology capabilities coupled with consultative attention to clients’ needs to increase speed to market, reduce costs, provide postal savings to customers, and improve efficiencies. LSC prints magazines, catalogs, retail inserts, books, and directories and its office products offerings include filing products, envelopes, note-taking products, binder products, and forms. As of December 31, 2017, LSC had approximately 24,000 total employees in its global workforce, of which approximately 19,000 employees were in the U.S. and approximately 5,000 were in international locations.

LSC’s operating and reporting segments are aligned with how the chief operating decision maker of LSC currently manages the business. LSC’s operating and reportable segments, and a “Corporate” category, are summarized below:

The Magazines, Catalogs and Logistics segment primarily produces magazines and catalogs, as well as provides logistics solutions to LSC and other third-parties. The segment also provides certain other print-related services, including mail-list management and sortation. The segment has operations primarily in the U.S. The Magazines, Catalogs and Logistics segment is divided into two reporting units: magazines and catalogs; and logistics. The Magazines, Catalogs and Logistics segment accounted for approximately 44% of LSC’s consolidated net sales in 2017.

The Book segment produces books for publishers primarily in the U.S. The segment also provides supply-chain management services and warehousing and fulfillment services, as well as e-book formatting for book publishers. The Book segment accounted for approximately 28% of LSC’s consolidated net sales in 2017.

The Office Products segment manufactures and sells branded and private label products in five core categories. The Office Products segment accounted for approximately 14% of LSC’s consolidated net sales in 2017.

The Other grouping consists of the following non-reportable segments: Europe, Directories, Mexico, and Print Management. Europe produces magazines, catalogs and directories and provides packaging and pre-media services. On September 28, 2018, LSC completed the sale of its European printing business to Walstead Group. Mexico produces magazines, catalogs, statements, forms, and labels. Print Management provides outsourced print procurement and management services. The Other grouping consists of approximately 14% of LSC’s consolidated net sales in 2017.

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and Last-in, First-out inventory provisions. In addition, share-based compensation expense is included in Corporate and not allocated to the operating segments. Prior to the separation, many of these costs were based on allocations from RRD, however, LSC has incurred such costs directly after the separation.

LSC common stock is listed on the NYSE under the symbol “LKSD.” LSC’s principal executive offices are located at 191 N. Wacker Drive, Chicago, Illinois 60606 and its telephone number is (773) 272-9200.

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THE SPECIAL MEETING OF QUAD/GRAPHICS SHAREHOLDERS

Date, Time and Place

The Quad/Graphics special meeting will be held on [●], 2019, at [●] Central Time, at Quad/Graphics, Inc., N61 W23044 Harry’s Way, Sussex, Wisconsin 53089.

Purpose of the Quad/Graphics Special Meeting

The purpose of the Quad/Graphics special meeting is to consider and vote on the share issuance proposal. The approval of the share issuance proposal is required to consummate the merger.

Quad/Graphics will transact no other business at the Quad/Graphics special meeting.

Recommendation of the Quad/Graphics Board of Directors

The Quad/Graphics board of directors recommends that you vote “FOR” the share issuance proposal.

For additional information on the recommendation of the board of directors of Quad/Graphics, see the section entitled “The Merger—Quad/Graphics’ Reasons for the Merger and Recommendation of Quad/Graphics’ Board of Directors” beginning on page [●].

Record Date and Entitlement to Vote

Only holders of record of Quad/Graphics’ class A common stock and class B common stock at the close of business on [●], 2019 are entitled to vote at the Quad/Graphics special meeting. On that date, Quad/Graphics had outstanding and entitled to vote: (a) [●] shares of class A common stock, each of which is entitled to one vote per share, with an aggregate of [●] votes; and (b) [●] shares of class B common stock, each of which is entitled to ten votes per share, with an aggregate of [●] votes.

Methods of Voting

If you are a shareholder of record of class A common stock or class B common stock, you may vote by mail using your proxy card, by telephone, via the internet or in person at the Quad/Graphics special meeting. To vote by mail, simply complete your proxy card, date and sign it, and return it in accordance with the instructions provided on the proxy card. To vote by telephone, follow the instructions provided on your proxy card. To vote via the internet, follow the instructions provided on your proxy card.

If a bank, broker or other nominee holds your Quad/Graphics’ class A common stock or class B common stock for your benefit but not in your own name, such shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to use for your shares. The availability of internet voting instruction depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you.

A broker non-vote will result if your bank, broker or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under the current rules of the NYSE, banks, brokers or other nominees do not have discretionary authority to vote on the Quad/Graphics share issuance proposal. Because the only proposal for consideration at the Quad/Graphics special meeting is a non-discretionary proposal, it is not expected that there will be any broker non-votes at the Quad/Graphics special meeting.

Quorum

The presence of a majority of the votes entitled to be cast by the holders of the Quad/Graphics class A common stock and class B common stock, voting together as a single class, constitutes a quorum for the purpose of

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transacting business at the Quad/Graphics special meeting. Abstentions and broker non-votes will be considered present for purposes of determining whether a quorum exists.

Required Vote

Approval of the share issuance proposal requires the affirmative vote of the majority of votes cast by the Quad/Graphics shareholders present in person or by proxy at the Quad/Graphics special meeting. Abstentions will have the same effect as a vote “AGAINST” the share issuance proposal, and broker non-votes will have no effect on the outcome of the vote. Holders of Quad/Graphics class A common stock and class B common stock vote together as a single class on the share issuance proposal.

Vote of Quad/Graphics’ Directors and Executive Officers and the Quad/Graphics Voting Trust

As of [●], 2019, Quad/Graphics’ directors and executive officers beneficially owned and were entitled to vote [●] shares of class A common stock and [●] shares of class B common stock, or, collectively, approximately [●]% of Quad/Graphics’ total voting power as of [●], 2019. Quad/Graphics currently expects that all of its directors and executive officers will vote their shares “FOR” the share issuance proposal.

Pursuant to the voting and support agreement, the trustees of the Quad/Graphics voting trust have agreed to, among other things, vote the shares of class A common stock and class B common stock owned by the Quad/Graphics voting trust “FOR” the share issuance proposal. As of [●], 2019, the Quad/Graphics voting trust owned [●] shares of class A common stock and [●] shares of class B common stock, or, collectively, approximately [●]% of the total voting power of Quad/Graphics. For additional information on the voting and support agreement, see the section entitled “Voting and Support Agreement” beginning on page [●].

Proxies

Your vote is very important. Whether or not you plan to attend the Quad/Graphics special meeting, we urge you to vote promptly to ensure that your shares are represented at the meeting. To vote by mail, simply complete your proxy card, date and sign it, and return it in accordance with the instructions provided on the proxy card. To vote by telephone, follow the instructions provided on your proxy card. To vote via the internet, follow the instructions provided on your proxy card.

For a proxy to be valid, you must sign and date it, and must either return it in the envelope provided and per the instructions provided on your proxy card. 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 [●], 2019 or, if the Quad/Graphics special meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the time the Quad/Graphics 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 Quad/Graphics prior to or at the Quad/Graphics special meeting will be voted as instructed.

If you need an additional form of proxy or otherwise need assistance concerning voting your proxy card, please contact, Kyle Egan, Director of Investor Relations and Assistant Treasurer, at 414-566-2482.

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.

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Voting of Proxies

A proxy which is properly executed, duly returned to Quad/Graphics and not revoked, or a valid vote by telephone or via the internet, will be voted in accordance with the instructions contained in it. The shares represented by executed but unmarked proxies will be voted as follows:

Other than the consideration of the share issuance proposal, the Quad/Graphics board of directors has no knowledge of any matters to be presented for action by the shareholders at the Quad/Graphics special meeting. An inspector of elections appointed by the Quad/Graphics board of directors will tabulate all votes at the Quad/Graphics special meeting.

Revocation of Proxies

Even if you complete and mail your proxy card, or vote by telephone or via the internet, you may nevertheless revoke your proxy at any time prior to the Quad/Graphics special meeting by sending Quad/Graphics written notice, voting your shares in person at the Quad/Graphics special meeting or submitting a later-dated proxy.

Solicitation of Proxies

The enclosed proxy card is being solicited by Quad/Graphics and the Quad/Graphics board of directors. In addition to solicitation by mail, Quad/Graphics’ directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Quad/Graphics will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Quad/Graphics common stock held of record by such nominee holders. Quad/Graphics will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Dissenters’ or Appraisal Rights

Under Wisconsin law, Quad/Graphics shareholders are not entitled to dissenters’ or appraisal rights in connection with the issuance of shares of class A common stock as contemplated by the merger agreement.

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QUAD/GRAPHICS PROPOSAL

Share Issuance Proposal

It is a condition to the consummation of the merger that Quad/Graphics shareholders approve the issuance of shares of class A common stock in the merger. In the merger, each eligible share of LSC common stock will be converted into the right to receive 0.625 shares of class A common stock, as further described in “The Merger Agreement—Merger Consideration” beginning on page [●].

Under NYSE rules, a company is required to obtain shareholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock. If the merger is consummated pursuant to the merger agreement, Quad/Graphics expects to issue up to approximately [●] shares of class A common stock in connection with the merger. Accordingly, the aggregate number of shares of class A common stock that Quad/Graphics will issue in the merger will exceed 20% of the shares of class A common stock and class B common stock outstanding before such issuance, and for this reason, Quad/Graphics is seeking the approval of its shareholders for the issuance of shares of class A common stock pursuant to the merger agreement.

In the event the share issuance proposal is not approved by Quad/Graphics shareholders, the merger will not be consummated. In the event the share issuance proposal is approved by Quad/Graphics shareholders, but the merger agreement is terminated (without the merger being consummated) prior to the issuance of shares of class A common stock pursuant to the merger agreement, Quad/Graphics will not issue any shares of class A common stock as a result of the approval of the share issuance proposal.

Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Quad/Graphics shareholders present in person or by proxy at the Quad/Graphics special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the share issuance proposal, and broker non-votes will have no effect on the outcome of the vote.

THE QUAD/GRAPHICS BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” THE SHARE ISSUANCE PROPOSAL.

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THE SPECIAL MEETING OF LSC STOCKHOLDERS

Date, Time and Place

The LSC special meeting will be held on [●] at [●], Central Time, at [●].

Purpose of the LSC Special Meeting

The purpose of the LSC special meeting is to consider and vote on:

LSC will transact no other business at the LSC special meeting.

Recommendation of the LSC Board of Directors

The LSC board of directors recommends that LSC stockholders vote:

For additional information on the recommendation of the LSC board of directors, see the section entitled “The Merger—LSC’s Reasons for the Merger and Recommendation of LSC’s Board of Directors” beginning on page [●].

Record Date

Only holders of record of issued and outstanding shares of LSC common stock as of the close of business on [●], 2019, the record date for the LSC special meeting, are entitled to notice of, and to vote at, the LSC special meeting or any adjournment or postponement of the LSC special meeting.

Quorum; Abstentions and Broker Non-Votes; Required Votes

A quorum of LSC stockholders is necessary to hold a valid meeting. A quorum will exist at the LSC special meeting with respect to each matter to be considered at the LSC special meeting if the holders of a majority of shares of LSC common stock outstanding and entitled to vote on the record date are present in person or represented by proxy at the LSC special meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum, including abstentions. Under the NYSE rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of proposals that the NYSE determines to be “non-routine” and will not vote on such proposals if the broker has not received instructions from the beneficial owners on how to vote on the proposals. As a result, your shares will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee.

If you submit a properly executed proxy card, even if you do not vote for some or all of the proposals or vote to “ABSTAIN” in respect of some or all of the proposals, your shares of LSC common stock will be counted

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for purposes of calculating whether a quorum is present at the LSC special meeting with respect to each matter to be considered at the LSC special meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the LSC board of directors. If additional votes must be solicited to approve the merger agreement proposal, it is expected that the LSC special meeting will be adjourned to solicit additional proxies. Shares of LSC common stock held in street name will be counted as present for the purpose of determining the existence of a quorum at the LSC special meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals brought before the LSC special meeting. The proposals for consideration at the LSC special meeting are considered “non-routine” matters under NYSE Rule 452, and, therefore, no broker non-votes can occur at the meeting. A stockholder’s shares will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided on how to vote on any such proposals.

Approval of the merger agreement proposal requires the affirmative vote of a majority of the shares of LSC common stock outstanding as of the close of business on the record date and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the merger agreement proposal.

Approval of the LSC compensation proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the LSC compensation proposal.

Approval of the LSC adjournment proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the LSC adjournment proposal.

The matters to be voted on at the LSC special meeting are described in the section entitled “LSC Proposals” beginning on page [●].

Methods of Voting

LSC stockholders holding shares directly as stockholders of record may vote via the internet by going to the web address provided on the enclosed proxy card and following the instructions for internet voting; by telephone using the toll-free telephone number listed on the enclosed proxy card; or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

LSC stockholders of record may vote their shares in person by ballot at the LSC special meeting or by submitting their proxies:

Stockholders of LSC whose shares are held in “street name” by a broker, nominee, fiduciary or other custodian should refer to the proxy card, voting instruction form or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

Voting in Person

Shares held directly in your name as a stockholder of record may be voted in person at the LSC special meeting. If you choose to vote your shares in person at the LSC special meeting, please bring the admission ticket attached to the enclosed proxy card or evidence of your stock ownership and government-issued photo identification. Even if you plan to attend the LSC special meeting, the LSC board of directors recommends that you

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vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the LSC special meeting.

If you are a beneficial holder of your shares of LSC common stock, you will receive separate voting instructions from your broker, bank or other nominee explaining how to vote your shares. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the LSC special meeting, you will not be permitted to vote in person unless you first obtain a legal proxy issued in your name from the record owner. You are encouraged to request a legal proxy from your broker, bank or other nominee promptly as the process can be lengthy.

Voting by Proxy

If hold your shares of LSC common stock directly with LSC as a stockholder of record, you may direct your vote by proxy without attending the LSC special meeting. You can vote by proxy via the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card.

Stockholders of LSC whose shares are held in “street name” by a broker, nominee, fiduciary or other custodian should refer to the proxy card, voting instruction form or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of LSC common stock, you may contact Morrow Sodali, LSC’s proxy solicitor, at:

Revocability of Proxies

If you are an LSC stockholder of record, whether you vote via the internet, by telephone or mail, you can change or revoke your proxy before it is voted at the LSC special meeting in one of the following ways:

Proxy Solicitation Costs

The enclosed proxy card is being solicited on behalf of the LSC board of directors. In addition to solicitation by mail, LSC’s directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

LSC has retained Morrow Sodali to assist in the solicitation process. LSC will pay Morrow Sodali a fee of approximately $40,000, as well as out-of-pocket expenses.

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LSC will ask banks, brokers and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of shares of LSC common stock held of record by such nominee holders. LSC will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal/Dissenters’ Rights

Because shares of LSC common stock are listed on the NYSE and holders of shares of LSC common stock are not required to receive consideration other than shares of Quad/Graphics class A common stock, which are listed on the NYSE, and cash in lieu of fractional shares, in the merger, holders of LSC common stock are not entitled to exercise appraisal or dissenters’ rights under Delaware law in connection with the merger.

Other Information

The matters to be considered at the LSC special meeting are of great importance to the stockholders of LSC. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy via the internet or by telephone or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy via the internet or by telephone, you do not need to return the enclosed proxy card.

Vote of LSC’s Directors and Executive Officers

As of [●], 2019, LSC directors and executive officers, and their affiliates, as a group, owned and were entitled to vote [●] shares of LSC common stock, or approximately [●]% of the total shares of LSC common stock issued and outstanding as of [●], 2019.

LSC currently expects that all of its directors and executive officers will vote their shares “FOR” the merger agreement proposal, “FOR” the LSC compensation proposal and “FOR” the LSC adjournment proposal.

Attending the LSC Special Meeting

You are entitled to attend the LSC special meeting only if you were an LSC stockholder of record at the close of business on the record date, you held your shares of LSC beneficially in the name of a broker, bank or other nominee as of the record date or you hold a valid proxy for the LSC special meeting.

If you were an LSC stockholder of record at the close of business on the record date and wish to attend the LSC special meeting, please so indicate on your proxy card or as prompted by the internet or telephone voting system. Your name will be verified against the list of LSC stockholders of record prior to you being admitted to the LSC special meeting.

If a broker, bank or other nominee is the record owner of your shares of LSC common stock, you will need to have proof that you are the beneficial owner as of the record date to be admitted to the LSC special meeting. A recent statement or letter from your broker, bank or other nominee confirming your ownership as of the record date, or presentation of a valid proxy from a broker, bank or other nominee that is the record owner of your shares, would be acceptable proof of your beneficial ownership.

You should be prepared to present government-issued photo identification for admittance to the LSC special meeting. If you do not provide government-issued photo identification or comply with the other procedures outlined above upon request, you might not be admitted to the LSC special meeting.

Results of the LSC Special Meeting

The preliminary voting results will be announced at the LSC special meeting. In addition, within four business days following the LSC special meeting, LSC will file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, LSC will

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report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

LSC STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT PROPOSAL AND THE OTHER MATTERS TO BE VOTED ON AT THE LSC SPECIAL MEETING.

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LSC PROPOSALS

Merger Agreement Proposal

It is a condition to the consummation of the merger that LSC stockholders adopt the merger agreement by approving the merger agreement proposal. In the merger, each LSC stockholder will receive, for each eligible share of LSC common stock that is issued and outstanding as of immediately prior to the effective time of the merger, 0.625 shares of Quad/Graphics class A common stock. Additional detail is provided in “The Merger Agreement—Merger Consideration” beginning on page [●].

The approval of the merger agreement proposal by LSC stockholders is required by Section 251 of the DGCL and is a condition to the consummation of the merger.

Approval of the merger agreement proposal requires the affirmative vote of a majority of the shares of LSC common stock outstanding as of the close of business on the record date and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” the merger agreement proposal.

THE LSC BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE MERGER AGREEMENT PROPOSAL.

LSC Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, LSC is seeking a non-binding, advisory stockholder approval of the compensation of LSC’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of LSC’s Executive Officers and Directors in the Merger—Quantification of Payments and Benefits to LSC’s Named Executive Officers” beginning on page [●]. The proposal gives LSC stockholders the opportunity to express their views on the merger-related compensation of LSC’s named executive officers.

Accordingly, LSC is asking LSC stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the LSC’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of LSC’s Executive Officers and Directors in the Merger—Quantification of Payments and Benefits to LSC’s Named Executive Officers—Golden Parachute Compensation” are hereby APPROVED.”

The vote on the LSC compensation proposal is a vote separate and apart from the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal, and vote not to approve the compensation proposal and vice versa. If the merger is consummated, the merger-related compensation will be paid to LSC’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if LSC stockholders fail to approve the advisory vote regarding merger-related compensation. However, LSC seeks the support of its stockholders and believes that stockholder support is appropriate because LSC has a comprehensive executive compensation program designed to link the compensation of its executives with LSC’s performance and the interests of LSC stockholders. Accordingly, holders of LSC common stock are being asked to vote on the above resolution.

Approval of the non-binding LSC compensation proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the LSC compensation proposal.

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THE LSC BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE LSC COMPENSATION PROPOSAL.

LSC Adjournment Proposal

LSC stockholders are also being asked to approve a proposal to adjourn the LSC special meeting, if reasonably necessary, to provide LSC stockholders with any required supplement or amendment to the joint proxy statement/prospectus or to solicit additional proxies in favor of the merger agreement proposal in the event there are not sufficient votes at the time of the LSC special meeting to approve the merger agreement proposal. If the LSC special meeting is adjourned for the purpose of soliciting additional proxies, LSC stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise.

Approval of the LSC adjournment proposal requires the affirmative vote of a majority of the shares of LSC common stock present in person or by proxy at the LSC special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the LSC adjournment proposal.

THE LSC BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE LSC ADJOURNMENT PROPOSAL.

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THE MERGER

General

Quad/Graphics, LSC and merger sub have entered into the merger agreement providing for the acquisition of LSC by Quad/Graphics. The acquisition will be effected pursuant to a merger of merger sub, which is a wholly owned subsidiary of Quad/Graphics, with and into LSC, with LSC surviving the merger as a wholly owned, direct subsidiary of Quad/Graphics.

The merger agreement contains a number of conditions that must be satisfied or waived prior to the consummation of the merger, including, but not limited to, obtaining shareholder approval of the proposals set forth at the Quad/Graphics and LSC special meetings, obtaining regulatory approvals and obtaining approval to list the shares of Quad/Graphics class A common stock issuable in connection with the merger on the NYSE. There can be no assurance that all of the conditions to the consummation of the merger will be so satisfied or waived. If the conditions to the merger are not satisfied or waived, Quad/Graphics and LSC will be unable to consummate the merger and the merger agreement may be terminated.

If the merger is consummated, LSC stockholders will be entitled to receive, for each eligible share of LSC common stock owned by them immediately prior to the effective time of the merger, 0.625 shares of Quad/Graphics class A common stock as further described in this joint proxy statement/prospectus. The market value of the merger consideration will fluctuate with the price of Quad/Graphics class A common stock until the merger is consummated.

Quad/Graphics shareholders and LSC stockholders are encouraged to read the section titled “The Merger Agreement” as well as the merger agreement which is attached to this joint proxy statement/prospectus as Annex A and incorporated herein by reference, because it sets forth the terms of the merger.

Background of the Merger

As part of LSC’s ongoing efforts to strengthen its business and enhance stockholder value, the LSC board of directors and senior management regularly review and assess LSC’s operations, performance, prospects and strategic directions, including the possibility of pursuing various strategic transactions. From time to time, the senior management of LSC has held conversations and communicated with various investment banking firms regarding potential strategic transaction opportunities and other strategic alternatives available to LSC. In considering various potential strategic opportunities, with the advice of outside advisors, the LSC board of directors and senior management have taken into account various factors, including potential synergy opportunities, enhancement and/or streamlining of product offerings, expansion of technological capabilities, integration with logistics and marketing, asset quality and the likelihood that such opportunity could be executed and be value enhancing for LSC stockholders. The LSC board of directors determined it would continue to consider such potential opportunities, including the potential benefits and risks associated therewith.

In connection with LSC’s ongoing evaluation of its business, the LSC board of directors, with input from senior management, periodically reviewed the strategic landscape in the print industry and discussed various potential strategic opportunities for LSC in such industry. As part of that review since its spinoff from RRD in October 2016, LSC has completed a number of accretive acquisitions that have allowed it to generate incremental earnings in complementary business lines in the face of a declining organic sales environment. These acquisitions have, for instance, included The Clark Group, a third-party logistics provider, Fairrington, a co-mailing and logistics company, Publishers Press, LLC, a printing provider with web-offset printing, prepress and distribution services, CREEL Printing, LLC, an offset and digital printing company and the acquisition of the print logistics business from RRD. LSC has also made several acquisitions to supplement its office products offerings, as well as streamlined its business to focus on North America with its disposition of its European operations in summer 2018, and has made certain other strategic investments. From time to time, the LSC board of directors has assessed other opportunities and industry participants, including Quad/Graphics. From time to time during 2017, LSC entered into a select number of nondisclosure and confidentiality agreements with financial sponsors that expressed to LSC an interest in discussing a potential acquisition of all or part of LSC, although such conversations did not result in any offers or

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indications of interest. Such nondisclosure and confidentiality agreements included customary standstill provisions, but the terms of such provisions have expired in accordance with the terms of such agreements.

The LSC board of directors regularly keeps abreast of changing market dynamics, industry opportunities and the legal landscape surrounding mergers and acquisitions. At its regularly scheduled meeting on July 22, 2017, the LSC board of directors received a briefing on the current regulatory environment from Sullivan & Cromwell LLP (which we refer to as “S&C”), LSC’s legal counsel. At its regularly scheduled meeting on September 14, 2017, the LSC board of directors received a presentation regarding strategic opportunities and valuation from BofA Merrill Lynch, which has regularly advised LSC on financial matters since its inception. Representatives of S&C were also in attendance at this meeting.

The Quad/Graphics board of directors and senior management in the ordinary course of business regularly review and evaluate the possibility of pursuing disciplined acquisitions as part of their ongoing efforts to strengthen and grow Quad/Graphics business and enhance shareholder value. Beginning in 2010 and continuing today, Quad/Graphics saw an opportunity to participate in segment consolidation in response to economic and industry pressures following the recession of 2008 and 2009, which severely impacted print volumes. Through a series of acquisitions, Quad/Graphics has been able to enhance and expand its product offerings, while improving capacity utilization, pulling out costs and transitioning work to more efficient facilities. In addition to the foregoing, the seismic shifts in today’s multichannel marketing environment provided the opportunity for Quad/Graphics to expand its offering as a marketing solutions provider by utilizing its strong print foundation as part of a much larger, robust integrated marketing platform that helps marketers and content creators improve the efficiency and effectiveness of their marketing spend across offline and online media channels. As part of this strategy, Quad/Graphics identified LSC as a potential value-driven industry acquisition candidate.

In December 2017 and January 2018, Quad/Graphics engaged J.P. Morgan and BDT & Company, LLC (which we refer to as “BDT”) as its financial advisors to assist Quad/Graphics in connection with a potential transaction with LSC.

On May 14, 2018, the Quad/Graphics board of directors met to discuss a potential strategic combination of Quad/Graphics and LSC, including the potential merits and risks of such a combination. At the meeting, the Quad/Graphics board authorized J. Joel Quadracci, Chairman, President and Chief Executive Officer of Quad/Graphics, to reach out to LSC regarding a potential transaction involving the companies.

On May 15, 2018, Thomas J. Quinlan, III, the Chairman, President and Chief Executive Officer of LSC, received an email from Mr. Quadracci to request a telephone call. Mr. Quinlan and Mr. Quadracci scheduled a call for the following day.

On May 16, 2018, Mr. Quinlan and Mr. Quadracci had a telephone call, during which Mr. Quadracci expressed an interest in a potential transaction involving LSC and Quad/Graphics. No specific terms were discussed on this call. Mr. Quinlan indicated that he would discuss the matters raised by Mr. Quadracci with the LSC board of directors.

At approximately the same time, Quad/Graphics contacted its outside counsel, Foley & Lardner LLP (which we refer to as “F&L”), regarding a potential strategic combination of Quad/Graphics and LSC.

On May 17, 2018, the LSC board of directors held a regularly scheduled board meeting, with representatives from LSC management also in attendance. At the meeting, Mr. Quinlan discussed his conversation with Mr. Quadracci. The LSC board of directors expressed a willingness to consider a proposal by Quad/Graphics should such a proposal be forthcoming. LSC thereafter retained S&C in connection with its consideration of a potential transaction with Quad/Graphics.

Also on May 17, 2018, Mr. Quadracci and Mr. Quinlan had a telephone call, during which Mr. Quinlan indicated that the LSC board of directors is willing to consider a proposal by Quad/Graphics. Mr. Quadracci

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indicated that Quad/Graphics would prepare a proposal to be presented to the LSC board of directors and send an initial draft of a mutual confidentiality agreement for LSC to review.

On May 21, 2018, Mr. Quinlan informed certain members of the LSC board of directors of his conversation with Mr. Quadracci.

Also on May 21, 2018, Suzanne S. Bettman, the Chief Administrative Officer and General Counsel of LSC, received a telephone call from Jennifer J. Kent, the Executive Vice President of Administration and General Counsel of Quad/Graphics, during which Ms. Kent indicated that Quad/Graphics had prepared an initial draft of a mutual confidentiality agreement without a standstill provision, which she would send to Ms. Bettman to review with legal counsel.

Between May 21, 2018 and May 23, 2018, LSC and Quad/Graphics negotiated a mutual confidentiality agreement in order to exchange certain of their respective confidential and proprietary information. Among other terms, the confidentiality agreement contained a standstill obligation prohibiting each party, directly or indirectly through intermediaries, for a specified period and subject to certain exceptions, from participating in an acquisition of securities of the other party, soliciting any proxies with respect to the voting of any common stock of the other party or seeking to influence, advise or control the board of directors of the other party, in each case without the written consent of the board of directors of such other party. LSC executed the confidentiality agreement on May 23, 2018, and Quad/Graphics countersigned the agreement on May 24, 2018.

On May 24, 2018, Mr. Quadracci and Mr. Quinlan met. At that meeting, Mr. Quadracci indicated that the Quad/Graphics board of directors supported pursuing a potential transaction involving LSC and Quad/Graphics. Although no specific proposal was discussed, including with respect to price and valuation of LSC, Mr. Quadracci indicated that he expected the consideration for the transaction would consist primarily of Quad/Graphics class A common stock and Quad/Graphics would retain its dual class structure. Mr. Quadracci also indicated that the Quad/Graphics board of directors would discuss appointing certain members of the current LSC board of directors to the Quad/Graphics board in connection with the transaction. Mr. Quadracci requested a meeting with Mr. Quinlan, Andrew B. Coxhead, the Chief Financial Officer of LSC, and David Honan, the Executive Vice President and Chief Financial Officer of Quad/Graphics, to discuss certain financial information. Mr. Quadracci also informed Mr. Quinlan that Quad/Graphics had retained J.P. Morgan as its financial advisor and F&L as its legal counsel. Mr. Quinlan advised Mr. Quadracci that he would update the LSC board of directors on his conversation with Mr. Quadracci.

Later on May 24, 2018, the LSC board of directors held a board meeting, with members of LSC’s management and representatives from S&C also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update regarding his conversation with Mr. Quadracci. The representatives of S&C also reviewed with the LSC board of directors its fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The LSC board of directors asked Mr. Quinlan questions regarding the meeting with Mr. Quadracci and discussed additional considerations in connection with the potential transaction with Quad/Graphics. The LSC board of directors determined that Mr. Quinlan should contact Mr. Quadracci on or around June 1, 2018 to request additional information as to the proposed terms for a potential transaction with Quad/Graphics and that no non-public information should be shared until such additional information was received. At this meeting, the LSC board of directors also discussed the engagement of a financial advisor to LSC in connection with the potential transaction with Quad/Graphics, and the LSC board of directors authorized Mr. Quinlan to contact BofA Merrill Lynch to discuss BofA Merrill Lynch serving, and subject to a review of any potential conflicts, to engage BofA Merrill Lynch to serve, as financial advisor to LSC.

On May 29, 2018, Mr. Quinlan, Mr. Coxhead and Ms. Bettman held a telephone call with a representative, of BofA Merrill Lynch with regard to the possible engagement of BofA Merrill Lynch to serve as LSC’s financial advisor in connection with a potential transaction with Quad/Graphics. Following this discussion and after BofA Merrill Lynch provided LSC with information regarding certain corporate and investment banking relationships, BofA Merrill Lynch began advising LSC on these matters. On June 9, 2018, LSC confirmed BofA Merrill Lynch’s engagement as LSC’s financial advisor by executing an engagement letter.

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On May 31, 2018, Mr. Quadracci and Mr. Quinlan had a telephone call, during which Mr. Quinlan indicated that while the LSC board of directors believes in the rationale of a potential transaction with Quad/Graphics and that substantial synergies would accrue to LSC’s stockholders, before it was prepared to share non-public information with Quad/Graphics, the LSC board of directors requested that Quad/Graphics provide an indication of interest that described Quad/Graphics’ assumptions, a proposed transaction structure and price and took into account the initiatives that LSC has implemented but have not yet been reflected in the stock price of LSC. Mr. Quadracci then requested a telephone call between Mr. Coxhead and Mr. Honan, which was scheduled for the following day but would be limited to a discussion of publicly available information only. On June 1, 2018, Mr. Quinlan informed the LSC board of directors of his conversation with Mr. Quadracci and indicated that he expected that Quad/Graphics would provide a non-binding indication of interest to LSC in the next two weeks.

On June 1, 2018, Mr. Coxhead and Mr. Honan had a telephone call, during which Mr. Coxhead and Mr. Honan discussed information with regard to, among other things, the treatment of LSC’s equity awards upon a change of control, amounts payable to LSC’s management upon a change of control and multi-employee pension plans liability.

On June 5, 2018, the Quad/Graphics board of directors met to further discuss a potential strategic combination of Quad/Graphics and LSC and reviewed the synergy analysis prepared by Quad/Graphics management relating to such a combination as well as a preliminary analysis of the financing that would be required to consummate it. At the meeting, the Quad/Graphics board of directors authorized Mr. Quadracci to continue discussions with Mr. Quinlan and to present LSC with an indication of interest regarding a potential transaction. Throughout the transaction process, Mr. Quadracci and other members of Quad/Graphics’ senior management team updated the Quad/Graphics board of directors on a regular basis as well as upon the occurrence of significant developments regarding the potential transaction.

Following the board meeting on June 5, 2018, Mr. Quinlan and Mr. Quadracci had a telephone call, during which Mr. Quadracci indicated that Quad/Graphics would like to provide a written non-binding indication of interest to LSC but could not do so without LSC Board permission because of the obligations of the standstill provision in the confidentiality agreement.     

On June 7, 2018, Mr. Quadracci and Mr. Quinlan had a telephone call, during which Mr. Quinlan informed Mr. Quadracci that in response to Quad/Graphics’ request for a waiver of the standstill provision in order to permit Quad/Graphics to provide a private, written proposal as to the terms of a potential transaction, Mr. Quinlan scheduled a meeting of the board of directors of LSC for Monday, June 11, 2018 to discuss and consider consenting to such a waiver. Mr. Quadracci indicated that if the waiver was granted he would provide a written proposal to Mr. Quinlan on Monday evening following the LSC board of directors meeting.

On June 11, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update regarding his recent conversations with Mr. Quadracci. Mr. Quinlan informed the LSC board of directors that Mr. Quadracci indicated that Quad/Graphics would like to submit a written non-binding indication of interest to the LSC board. Mr. Quinlan further informed the LSC board of directors that the confidentiality agreement between LSC and Quad/Graphics contained a customary standstill provision that prohibited Quad/Graphics from providing such an indication of interest unless consented to by the LSC board. The LSC board of directors discussed the request for a one-time waiver of such standstill obligation, and following such discussion, the LSC board of directors approved the one-time waiver of the standstill obligation to permit Quad/Graphics to provide a private, written proposal as to the terms of a potential transaction.

Immediately following the conclusion of the meeting of the LSC board of directors on June 11, 2018, Mr. Quinlan sent an email to Mr. Quadracci, informing Mr. Quadracci that the LSC board of directors authorized a one-time waiver of the standstill provision to permit Quad/Graphics to provide a private written proposal as to the terms of a potential transaction to the LSC board.

In response to Mr. Quinlan’s email, also on June 11, 2018, Mr. Quadracci, Mr. Honan, Mr. Quinlan and Mr. Coxhead had a telephone call, during which Mr. Quadracci and Mr. Honan conveyed the terms of a proposal for a potential transaction involving LSC and Quad/Graphics. At the beginning of the call, Mr. Quadracci, on behalf of

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Quad/Graphics, provided Mr. Quinlan with a written, non-binding indication of interest for a potential transaction involving LSC and Quad/Graphics, which reflected the terms discussed during the call. Such indication of interest included (i) a stock-for-stock merger transaction structure based on a fixed exchange ratio to be set at a 5% premium to LSC’s then-current stock price, (ii) maintenance of Quad/Graphics’ dual class common stock structure, with its low vote, class A common stock to be issued as consideration to LSC stockholders in connection with the potential transaction, (iii) Quad/Graphics’ view that the proposed transaction would result in value creation of at least 25% to LSC stockholders after considering the value of the potential synergies, which Quad/Graphics believed would be between $100 and $150 million on an annual basis and (iv) the payment of up to $100 million special dividend to Quad/Graphics shareholders prior to consummation of the merger.

On June 14, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update with regard to the potential transaction with Quad/Graphics and an overview of the non-binding indication of interest received on June 11, 2018 from Quad/Graphics. The representatives of BofA Merrill Lynch reviewed the terms of the proposal, including the valuation of LSC implied by the proposal, provided a comparison of LSC and Quad/Graphics on certain performance metrics and discussed the potential financial benefits of a combination with Quad/Graphics as compared to LSC’s standalone strategy. The representatives of S&C reviewed the LSC board’s fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The representatives of BofA Merrill Lynch also reviewed potential next steps with regard to responding to the proposal. The LSC board of directors discussed the terms of the proposal and the potential alternatives regarding a response. After such discussion, the LSC board of directors determined that the non-binding indication of interest from Quad/Graphics undervalued LSC, and determined that Mr. Quinlan should respond to Mr. Quadracci rejecting the proposal, emphasizing that any future proposal from Quad/Graphics should be at a meaningfully higher value.

On June 15, 2018, Mr. Quinlan called Mr. Quadracci, during which Mr. Quinlan informed Mr. Quadracci that the LSC board of directors determined that Quad/Graphics’ non-binding indication of interest was an insufficient basis to proceed with the evaluation of a potential transaction with Quad/Graphics, and that if Quad/Graphics were to deliver any future proposal to LSC, it would need to include a meaningfully higher value to LSC stockholders and provide detail on deal certainty and governance matters.

On June 18, 2018, Mr. Quadracci and Mr. Quinlan had a telephone call, during which Mr. Quadracci indicated that Quad/Graphics was willing to increase the premium previously offered in its non-binding indication of interest from 5% to 10% of LSC’s then-current stock price. Mr. Quadracci indicated that Quad/Graphics would not provide for any seats on its board for existing LSC board members, and detail surrounding deal certainty would be discussed in person. Mr. Quinlan responded that the proposed premium of 10% was not a significant enough increase in the premium for him to raise with the LSC board. On June 19, 2018, Mr. Quinlan informed the LSC board of directors of this discussion with Mr. Quadracci.

On June 20, 2018, representatives of BofA Merrill Lynch, J.P. Morgan and BDT held a teleconference to discuss their respective valuations of LSC.

On July 3, 2018, Mr. Quadracci called Mr. Quinlan during which Mr. Quadracci informed Mr. Quinlan that while Quad/Graphics could not increase its offer of a 10% premium to LSC’s stock price he would like to maintain an open line of communication. Mr. Quinlan indicated that unless Mr. Quadracci provides an offer that LSC views as actionable, LSC would not be open to any further communication regarding a potential transaction. On the same day, Mr. Quinlan informed the LSC board of directors of this discussion with Mr. Quadracci.

On July 16 and 17, 2018, the Quad/Graphics board of directors, at a regularly scheduled meeting, received an update of the status of discussions with LSC.

On July 18, 2018, Mr. Quinlan and Mr. Quadracci had a telephone call, during which Mr. Quadracci inquired about the potential sale of LSC’s European operations and discussed acquiring LSC at a fixed exchange ratio.

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On July 19, 2018, the LSC board of directors held a regularly scheduled board meeting, with representatives from LSC management also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update regarding his recent conversations with Mr. Quadracci.

On July 25, 2018, Mr. Quinlan and Mr. Quadracci had a telephone call, during which Mr. Quadracci indicated that the sale of LSC’s European operations could affect the potential synergies of a potential transaction between LSC and Quad/Graphics. Mr. Quadracci requested a meeting among Mr. Quinlan, Mr. Coxhead, Mr. Honan and himself with a representative of BofA Merrill Lynch and J.P. Morgan also present to discuss potential synergies that might result from the potential transaction. Mr. Quinlan informed Mr. Quadracci that Quad/Graphics would need to provide a written proposal as to the terms of a potential transaction before he would request authority from the LSC board of directors to schedule such a meeting. Mr. Quadracci stated that he would be willing to provide a revised proposal, and Mr. Quinlan indicated that he would request that the LSC board of directors consent to another waiver of the standstill provision in order to permit Quad/Graphics to provide a private, written proposal as to the terms of a potential transaction. Mr. Quadracci and Mr. Quinlan also agreed that Quad/Graphics would consider a more specific offer after both parties released their earnings results for the second quarter ended June 30, 2018. On August 1, 2018, Quad/Graphics announced its financial and operating results for the second quarter ended June 30, 2018 and filed its Quarterly Report on Form 10-Q with the SEC, and on August 2, 2018, LSC announced its financial and operating results for the second quarter ended June 30, 2018 and filed its Quarterly Report on Form 10-Q with the SEC.

On August 1, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update regarding his recent conversations with Mr. Quadracci. Mr. Quinlan informed the LSC board of directors that Mr. Quadracci indicated an interest in submitting a revised written non-binding proposal to the LSC board of directors that Mr. Quadracci believed would be actionable by LSC board. Mr. Quinlan reminded the LSC board of directors that the confidentiality agreement between LSC and Quad/Graphics contained a customary standstill provision that prohibited Quad/Graphics from providing such a written proposal unless consented to by the LSC board. The representatives of S&C reviewed the LSC board’s fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The LSC board of directors discussed the request for a one-time waiver of such standstill obligation, and following such discussion, the LSC board of directors approved the one-time waiver of the standstill obligation to permit Quad/Graphics to provide a private, written proposal as to the terms of a potential transaction.

On August 10, 2018, the Quad/Graphics board of directors met and, among other things, received a status update with respect to a potential combination with LSC, including an update of LSC’s financial outlook as well as an analysis of what LSC would look like following the sale of its European operations. Senior management also discussed with the Quad/Graphics board its analysis of the potential synergies that could be achieved in a combination with LSC. At the conclusion of the meeting, the Quad board authorized management to continue its discussions with LSC and to send LSC a written proposal.

Following the Quad/Graphics board of directors meeting on August 10, 2018, Mr. Quadracci, on behalf of Quad/Graphics, provided Mr. Quinlan with a non-binding proposal for a potential transaction involving LSC and Quad/Graphics. Such proposal included (i) a stock-for-stock merger transaction structure in which LSC stockholders would receive a fixed exchange ratio of 0.6434 shares of Quad/Graphics’ class A common stock for each share of LSC common stock, which based on Quad/Graphics’s stock price of $21.76 per share on August 10, 2018 represented a premium of 20% to LSC’s stock price of $11.67 on August 10, 2018, (ii) LSC stockholders would own approximately 30% of Quad/Graphics after the merger, (iii) Quad/Graphics would consider increasing the size of the Quad/Graphics board of directors to include up to two additional LSC directors, (iv) LSC and Quad/Graphics would agree to use reasonable best efforts to secure all necessary regulatory approvals within a 12 month period and (v) an assumption of the potential synergies of $140 million annually after estimated one-time costs of approximately $200 million to achieve such synergies.

On August 17, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. The representatives from S&C reviewed the LSC board’s fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. Mr. Quinlan then provided the LSC board of directors with a preliminary overview of the non-binding proposal

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received on August 10, 2018 and updated the LSC board of directors with respect to his discussions with Mr. Quadracci. The representatives of BofA Merrill Lynch then reviewed the terms of the August 10, 2018 non-binding proposal and compared the elements of such proposal to the June 11, 2018 non-binding proposal, including the proposed exchange ratio, premium to the current LSC stock price, synergy assumptions, post-closing governance arrangements and regulatory risk allocation. The representatives of BofA Merrill Lynch also discussed LSC’s 2018 stock price performance, an analysis of the exchange ratio over time and relative market metrics of LSC and Quad/Graphics on a side-by-side basis. The representatives of BofA Merrill Lynch also provided an illustrative model showing the financial benefits that could result from a potential transaction, and representatives of BofA Merrill Lynch, Mr. Quinlan and Mr. Coxhead discussed LSC’s estimates of potential synergies from the transaction. The LSC Board, management and advisors then discussed potential next steps with regard to responding to the proposal, including with respect to the proposed exchange ratio, regulatory considerations and deal certainty. Following such discussion, the LSC board of directors authorized members of LSC management and the representatives of BofA Merrill Lynch to continue to discuss deal certainty and the exchange ratio with Quad/Graphics and to schedule a meeting with Quad/Graphics to discuss potential synergies.

On August 20, 2018, representatives of BofA Merrill Lynch, J.P. Morgan and BDT held a teleconference to discuss the terms of Quad/Graphics’ August 10, 2018 non-binding proposal and potential synergies that might result from the potential transaction. BofA Merrill Lynch informed J.P. Morgan that LSC believed the synergies would be higher and expected an exchange ratio in excess of 0.700x. The representatives of BofA Merrill Lynch, J.P. Morgan and BDT also discussed certain regulatory considerations relating to the potential transaction, and BofA Merrill Lynch indicated, at the direction of LSC, that in addition to the regulatory efforts requirements, LSC would expect to receive a reverse termination fee in the event regulatory approval of the proposed transaction is not received.

On August 24, 2018, the LSC board of directors held a teleconference discussion with members of LSC management and representatives of S&C and BofA Merrill Lynch. Mr. Quinlan provided an update of discussions with Quad/Graphics since the last meeting of the LSC board of directors and informed the LSC board of directors that members of management of LSC and S&C were discussing various regulatory related matters. The LSC board, management of LSC and representatives of BofA Merrill Lynch also discussed logistics and the attendees for a meeting between LSC and Quad/Graphics regarding potential synergies that might result from the potential transaction.

On August 28, 2018, Mr. Quinlan, Mr. Coxhead, Richard Lane, the Chief Strategy Officer of LSC, Ms. Bettman, Mr. Quadracci, Mr. Honan, Thomas J. Frankowski, Executive Vice President and Chief Operating Officer of Quad/Graphics, and Ms. Kent, with representatives of BofA Merrill Lynch, J.P. Morgan and BDT also in attendance met to discuss each company’s financial projections and the potential synergies that might result from the potential transaction.

On September 5, 2018, the Quad/Graphics board of directors met and received a status update with respect to a potential combination with LSC, including a discussion of the August 28 diligence session, an update of the relative valuations in light of LSC’s financial projections and an updated synergy analysis prepared by Quad/Graphics management. During this meeting, the Quad/Graphics board considered whether to increase the proposed exchange ratio above 0.6434x in response to the information provided in the August 28 meeting. Based on the foregoing presentations and discussion, the Quad board of directors authorized management to send LSC a revised proposal and to continue discussions with them towards a potential business combination.

On September 7, 2018, Mr. Quadracci, on behalf of Quad/Graphics, provided Mr. Quinlan with a non-binding proposal for a potential transaction involving LSC and Quad/Graphics. Such proposal included (i) a stock-for-stock merger transaction structure in which LSC stockholders would receive a fixed exchange ratio between 0.6434 and 0.7000 shares of Quad/Graphics’ class A common stock for each share of LSC common stock, (ii) a one-time special cash dividend to existing Quad/Graphics shareholders of up to $1.20 per share of common stock and an adjustment to the exchange ratio if Quad/Graphics elects to pay this dividend, (iii) a termination fee of $30 million payable by Quad/Graphics to LSC in the event that regulatory approval is not achieved after the parties have undertaken reasonable best efforts to secure all necessary regulatory approvals within 12 months following the execution of a definitive agreement between the parties and (iv) Quad/Graphics would increase the size of its board of directors to include up to two additional independent directors from the current LSC board of directors as designated by Quad/Graphics at the closing of the potential transaction.

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On September 13, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, Mr. Quinlan provided an update on the potential transaction with Quad/Graphics, including the terms of the September 7, 2018 non-binding proposal and the recent discussion with Quad/Graphics and each party’s respective financial advisors regarding potential synergies that might result from a transaction and other financial aspects of the potential transaction. The representatives of BofA Merrill Lynch discussed the proposed terms of the September 7, 2018 non-binding proposal, including the proposed exchange ratio, the premium to LSC’s stock price, synergy assumptions, post-closing governance arrangements and regulatory considerations. The representatives of S&C then discussed how the proposed regulatory considerations may impact deal certainty. The representatives of BofA Merrill Lynch then discussed the special, one-time cash dividend that Quad/Graphics proposed to declare to its shareholders prior to the consummation of the potential transaction and the adjustments to the exchange ratio that would be effected in the event that the Quad/Graphics board decided to declare the special dividend. The LSC board of directors discussed the proposed special dividend and the potential value and other implications for LSC stockholders if the special dividend were to be paid. The representatives of BofA Merrill Lynch then reviewed the potential financial and operational benefits to LSC and Quad/Graphics of a merger between the companies based on the assumed synergies of the combined companies. The representatives of BofA Merrill Lynch also discussed LSC’s stock price outlook, the value range contemplated by the range of exchange ratios in the September 7, 2018 proposal and the proposed reverse regulatory termination fee in the context of market precedents. The representatives of S&C discussed the regulatory efforts standard proposed by Quad/Graphics of “reasonable best efforts” to obtain regulatory approval and the proposed reverse termination fee. The LSC board, management and the advisors then discussed potential next steps with regard to responding to the proposal. The LSC board of directors discussed the appropriate baseline exchange ratio at which the LSC board of directors would be willing to continue discussions, the proposed special dividend, the regulatory considerations and LSC representation on the Quad/Graphics board of directors following closing. After such discussion, the LSC board of directors authorized BofA Merrill Lynch to inform J.P. Morgan that LSC would be willing to continue discussions so long as (i) Quad/Graphics committed to an exchange ratio of 0.7000x or higher, (ii) the parties engaged in diligence on regulatory approval matters in order to inform LSC’s views as to the regulatory efforts covenant and reverse termination fee in the definitive agreement, (iii) LSC received comfort that the financial condition of the combined company could support payment of the special dividend, (iv) the parties conducted additional due diligence regarding potential synergies, (v) the parties mutually agreed to the two directors to be selected from the current LSC board to serve on the Quad/Graphics board of directors following closing and (vi) the Quad/Graphics voting trust entered into a voting agreement in connection with the execution of the definitive agreement to vote in favor of the potential transaction. Following the meeting of the LSC board of directors on September 13, 2018, BofA Merrill Lynch informed J.P. Morgan accordingly.

Also on September 13, 2018, LSC provided Quad/Graphics with unaudited forecasted financial information and then on September 17, 2018, Mr. Honan, representatives of J.P. Morgan, Mr. Coxhead and representatives of BofA Merrill Lynch held a teleconference, during which Mr. Coxhead and Mr. Honan discussed LSC’s unaudited forecasted financial information.

On September 24, 2018, the Quad/Graphics board of directors had a meeting in which they received an update regarding the status of negotiations with LSC. In connection with the update, the Quad/Graphics board further discussed the synergy analysis prepared by Quad/Graphics management and the potential terms of the financing necessary in order to consummate the potential combination. The Quad/Graphics board also discussed a timeline and certain of the other mechanics regarding a combination. During the discussion, the Quad board of directors authorized management to send LSC a revised proposal setting forth an exchange ratio of 0.7000x.

On September 24, 2018, representatives of BofA Merrill Lynch and representatives of J.P. Morgan held a call, during which J.P. Morgan informed BofA Merrill Lynch that Quad/Graphics in response to LSC’s requests was prepared to move forward on the following basis: (i) the merger agreement would include a fixed exchange ratio of 0.7000 shares of Quad/Graphics’ class A common stock, subject to confirmatory due diligence, (ii) Quad/Graphics would be permitted to declare a $1.20 per share cash dividend to its existing shareholders but would reserve the right not to proceed if payment of such dividend would no longer in the best interests of Quad/Graphics’ shareholders, (iii) two current members of the LSC board of directors would be added to Quad/Graphics board of directors to be mutually agreed between LSC and Quad/Graphics and (iv) the Quad/Graphics voting trust would enter into an agreement to vote in favor of the transaction. J.P. Morgan indicated that Quad/Graphics would like to move as

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quickly as possible to commence due diligence, in order to announce a transaction prior to or simultaneously with its third quarter earnings in late October.

On September 25, 2018, the LSC board of directors held a teleconference discussion with members of LSC management and representatives of S&C. Mr. Quinlan reviewed with the LSC board of directors a summary of the discussions between representatives of BofA Merrill Lynch and J.P. Morgan. Following the LSC board of directors teleconference, BofA Merrill Lynch, at the direction of LSC, verbally confirmed to J.P. Morgan the acceptance of a 0.7000x exchange ratio and asked that Quad/Graphics confirm the current terms of a potential combination in a revised written proposal.

On September 26, 2018, Mr. Quadracci, on behalf of Quad/Graphics, provided Mr. Quinlan with a revised non-binding written proposal for a potential transaction involving LSC and Quad/Graphics. Such proposal included (i) a stock-for-stock merger transaction structure in which LSC stockholders would receive a fixed exchange ratio of 0.7000 shares of Quad/Graphics’ class A common stock for each share of LSC common stock, (ii) a one-time special dividend to existing Quad/Graphics shareholders of $1.20 per share of common stock and an adjustment to the exchange ratio if Quad/Graphics elects to pay this dividend, but Quad/Graphics will retain the option to forego declaration of the dividend under certain scenarios if doing so would be mutually beneficial to the holders of LSC’s and Quad/Graphics’ common stock, (iii) two directors from the current LSC board of directors to be mutually agreed upon by LSC and Quad/Graphics, as directed by the trustees of the Quad/Graphics voting trust, would be appointed to the Quad/Graphics board of directors at the closing of the potential transaction, (iv) a voting agreement between LSC and the Quad/Graphics voting trust in support of the potential transaction at the execution of the definitive agreement or shortly thereafter and (v) a termination fee of $30 million, payable to LSC, in the event that regulatory approval is not achieved after the parties have undertaken reasonable best efforts to secure all necessary regulatory approvals within 12 months following the execution of a definitive agreement between the parties.

Also on September 26, 2018, J.P. Morgan, on behalf of Quad/Graphics, sent a mutual due diligence request list and proposed transaction timeline to BofA Merrill Lynch, and on October 1, 2018, at LSC’s direction, BofA Merrill Lynch sent a supplemental due diligence request list to J.P. Morgan. Both parties began collecting due diligence documents to be provided to each other for review. In addition, because certain information that could be requested as part of the due diligence process might be considered competitively sensitive information, LSC and Quad/Graphics entered into a clean team confidentiality agreement on October 4, 2018, pursuant to which certain competitively sensitive information of LSC and Quad/Graphics would be made available only to each party’s outside counsel, any consultants or experts retained by outside counsel and certain specified employees of each party through a folder designated as “clean team only” in the electronic data room of LSC and Quad/Graphics, respectively.

From September 26, 2018 until the execution of the merger agreement on October 30, 2018, LSC and Quad/Graphics conducted mutual due diligence, which included conference calls with the respective management of LSC and Quad/Graphics and a review of materials made available by LSC and Quad/Graphics in electronic data rooms.

On October 5, 2018, F&L delivered to S&C an initial draft of the merger agreement. On October 6, 2018, S&C and F&L had a preliminary discussion regarding certain terms in the draft merger agreement. In particular, S&C discussed with F&L the covenant regarding obtaining regulatory approval, and language that was included in the draft which expressly provided that Quad/Graphics did not have to divest or hold separate any assets or agree to enter into other arrangements in connection with obtaining regulatory approval (which we refer to herein as the “no remedy action requirement”). Quad/Graphics’ position on the no remedy action requirement was premised on Quad/Graphics’ view of the scope of the market. S&C conveyed that in connection with using “reasonable best efforts” to obtain regulatory approval, LSC expected Quad/Graphics would agree to take certain remedy actions, if required, to obtain such approval.

On October 8, 2018, Ms. Kent spoke with Rajeev Balakrishna, the Associate General Counsel of LSC, and reiterated the position of Quad/Graphics with respect to the regulatory efforts provision set forth in the draft merger agreement.

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On October 9, 2018, F&L and S&C had multiple conversations to discuss the covenant regarding obtaining regulatory approval in the draft merger agreement. Representatives of BofA Merrill Lynch and representatives of J.P. Morgan also discussed the covenant regarding obtaining regulatory approval.

Also on October 9, 2018, Mr. Honan contacted Mr. Coxhead to schedule a discussion of third quarter results, updated full year outlook and follow-up financial due diligence questions. Mr. Honan and Mr. Coxhead scheduled a meeting for October 16, 2018.

On October 11, 2018, S&C called F&L to preview the language that would be reflected in S&C’s revised draft of the merger agreement with respect to the regulatory efforts provision, specifying that the revised draft would provide that “reasonable best efforts” to obtain regulatory approval would require Quad/Graphics to agree to a certain level of remedy actions if requested by a governmental body. On October 11, 2018, S&C delivered to F&L a revised draft of the merger agreement.

On October 12, 2018, S&C delivered to F&L an initial draft of a voting and support agreement proposed to be entered into with the trustees of the Quad/Graphics voting trust in connection with the proposed transaction.

On October 12, 2018, the Quad/Graphics board of directors met, which meeting was also attended by Quad/Graphics senior management as well as F&L, J.P. Morgan and BDT. The Quad/Graphics’ board received and discussed presentations on the proposed financing plan in order to consummate the potential combination with LSC, the ongoing due diligence investigation, the synergy analysis prepared by Quad/Graphics management and updates thereto and key transaction terms, including LSC’s perspective on the above-noted regulatory approval provisions of the draft merger agreement and the status of negotiations on such provisions.

On October 12, 2018, Mr. Quadracci advised Mr. Quinlan that the proposed terms of the regulatory efforts covenant in S&C’s revised draft of the merger agreement were unacceptable to the Quad/Graphics board of directors. Between October 12, 2018 and October 14, 2018, certain members of management of each of LSC and Quad/Graphics had various telephone calls with respect to the proposed terms of the regulatory approval covenant and the proposed amount of the reverse termination fee.

On October 14, 2018, S&C, on behalf of LSC, delivered to F&L a revised written proposal relating to the covenant regarding obtaining regulatory approval in the draft merger agreement, which provided for a reverse termination fee of $60 million and required Quad/Graphics to take a certain level of remedy actions if requested by a governmental body, which was a lesser level than previously proposed by LSC. On the morning of October 15, 2018, at the direction of LSC, BofA Merrill Lynch discussed this proposal with J.P. Morgan.

On October 15, 2018, F&L, on behalf of Quad/Graphics, delivered to S&C a response to LSC’s written proposal of October 14, 2018, which (i) provided that Quad/Graphics would not be required to take any remedy actions, but Quad/Graphics would agree to consider in good faith whether to agree to such remedy actions if required to obtain regulatory approval from a governmental body, and (ii) rejected a reverse termination fee of $60 million.

On October 15, 2018, Mr. Quinlan advised Mr. Quadracci that the financial due diligence meeting scheduled to take place on October 16, 2018 would be cancelled in light of the impasse regarding the regulatory efforts covenant and amount of the reverse termination fee.

On October 17, 2018, Ms. Kent and Ms. Bettman had a telephone call, during which they discussed the regulatory efforts covenant and amount of the reverse termination fee.

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On October 17, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C also in attendance. At the meeting, Mr. Quinlan provided an update on the potential transaction with Quad/Graphics, including the mutual due diligence review and merger agreement discussions. Mr. Quinlan then discussed that in connection with the exchange of the first drafts of the merger agreement, the parties identified a material issue with respect to the allocation of risk in respect of obtaining regulatory approval for the potential transaction and that due to this issue LSC was not at this time in active discussion with Quad/Graphics. Mr. Quinlan then summarized the regulatory related issues. The representatives of S&C reviewed the LSC board’s fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The representatives of S&C then reviewed the terms of the proposals exchanged between LSC and Quad/Graphics with regard to the regulatory related issues and the LSC board discussed such proposals. There was discussion regarding the antitrust issues with respect to the potential transaction with Quad/Graphics. Representatives of BofA Merrill Lynch were then invited to join the meeting. Mr. Coxhead then reviewed with the LSC board of directors third quarter results that were below previously announced guidance as well as Wall Street consensus. Mr. Coxhead discussed that LSC was considering a downward revision to its full year 2018 guidance and that management would discuss the third quarter results and any revisions to guidance and five year projections at an LSC board meeting on October 20, 2018. Following discussion with regard to third quarter results, the representatives of BofA Merrill Lynch discussed Quad/Graphics’ expectations with regard to financing of the potential transaction and that in connection with such financing Quad/Graphics expected to incur significant financing fees. The representatives of BofA Merrill Lynch then discussed the regulatory approval efforts covenant and reverse termination fee amounts in precedent transactions, explaining that the size of the reverse termination fee is often dependent on the level of regulatory efforts in the definitive agreement. Mr. Quinlan then discussed next steps, including a subsequent meeting of the LSC board of directors for October 20, 2018, during which the LSC board of directors would receive any updates on discussions regarding the regulatory efforts and the reverse termination fee and a more detailed discussion regarding the third quarter financial results and the updated forecasts.

On October 18, 2018, the Quad/Graphics board of directors met again and received an update on the status of negotiations with LSC on the above-noted regulatory approval provisions of the draft merger agreement.

On October 18, 2018, F&L, on behalf of Quad/Graphics, delivered to S&C a response with regard to the covenant regarding obtaining regulatory approval and the amount of the reverse termination fee. The response indicated that Quad/Graphics would agree either to pay a reverse termination fee of $40 million, with no obligation to take any remedy actions, or to take certain remedial actions but not pay a reverse termination fee.

On October 19, 2018, S&C, on behalf of LSC, delivered to F&L a response with regard to the covenant regarding obtaining regulatory approval and the amount of the reverse termination fee. The response included two alternatives, in each case requiring certain remedy options and a reverse termination fee. After review of LSC’s response, Quad/Graphics rejected both alternatives proposed by LSC and indicated that it would accept either a remedy action requirement or a reverse termination fee, but not both terms.

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On October 20, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an overview of the latest view of management’s five-year projections and the general state of the business. Mr. Coxhead then discussed the long range projection update, as further detailed in the section entitled “The Merger—Certain Unaudited Prospective Financial Information”, beginning on page [●]. Mr. Quinlan and Ms. Bettman provided an update on the discussions between LSC and Quad/Graphics regarding the regulatory approval efforts covenant and the amount of the reverse termination fee and the implications of the regulatory approval efforts covenant and related reverse termination fee on deal certainty. Ms. Bettman and representatives of S&C then discussed the most recent proposal received from Quad/Graphics on October 18, 2018. LSC management and LSC’s advisors discussed with the LSC board of directors additional information on the economics of the reverse termination fee, the commitment to the potential transaction that Quad/Graphics has shown by its willingness to incur transaction and financing expenses, regulatory provisions included in precedent transactions, and the provision in the merger agreement obligating the parties to litigate any legal proceeding challenging the merger before terminating the merger agreement and paying the reverse termination fee. The LSC board of directors discussed their views on Quad/Graphics proposal regarding the regulatory approval efforts covenant and the reverse termination fee and directed management of LSC and its advisors to (i) accept Quad/Graphics’ proposal that would provide for no remedy action requirement but would require Quad/Graphics pay a $45 million reverse termination fee if regulatory approval was not obtained or the agreement was terminated under other circumstances related to not obtaining regulatory approval, (ii) provide third quarter results and revised five-year projections to Quad/Graphics and (iii) continue to negotiate the terms of the merger agreement and voting and support agreement with Quad/Graphics and its advisors.

Following the meeting of the LSC board of directors on October 20, 2018, Mr. Quinlan and Ms. Bettman telephoned Mr. Quadracci and Ms. Kent and confirmed LSC’s willingness to proceed on the basis of Quad/Graphics’ proposal that would provide for no remedy action requirement but would require Quad/Graphics pay a $45 million reverse termination fee if regulatory approval was not obtained, and requested that the financial due diligence meeting, originally scheduled for October 16, 2018 but cancelled due to the parties’ previous impasse on the regulatory provisions in the merger agreement, be held the following day. Also on October 20, 2018, LSC and Quad/Graphics exchanged their respective third quarter results and updated five-year projections, which are further detailed in the section entitled “The Merger—Certain Unaudited Prospective Financial Information”, beginning on page [●], and Quad/Graphics provided LSC with a summary of its updated estimate of expected synergies. The updated LSC five-year projections reflected lower anticipated results than the projections provided to Quad/Graphics in September.

On October 21, October 22 and October 23, 2018, LSC and Quad/Graphics held teleconferences to discuss each companies’ revised projections, as well as due diligence findings and the related effects on the anticipated synergies that could be achievable in the potential transaction. Following these teleconferences, Mr. Quadracci and Mr. Honan informed the Quad/Graphics board of directors of their discussions with the management of LSC, and then discussed the same with J.P. Morgan, including the effect this information may have on the proposed exchange ratio.

From October 22, 2018 to October 30, 2018, as part of the ongoing due diligence efforts, members of management and legal teams, including subject matter experts, of LSC and Quad/Graphics held conference calls regarding their respective businesses to facilitate the evaluation of the transaction and continued to exchange due diligence materials.

On October 22, 2018, F&L delivered to S&C a revised draft of the merger agreement. The material open issues in the revised draft included: (i) interim operating covenants and post-closing covenants relating to employee benefit matters, (ii) the number of current members of the LSC board of directors that would be appointed to the Quad/Graphics board, (iii) the timing and financial parameters around the special dividend, (iv) the terms of the no shop provision, including the definition of superior proposal, (v) the scope of LSC’s cooperation with respect to Quad/Graphics’ financing plans and (vi) the treatment of LSC’s indebtedness. Following receipt of the revised draft, the parties and their respective financial and legal advisors had multiple discussions on the terms of the merger agreement.

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On October 24, 2018, J.P. Morgan telephoned BofA Merrill Lynch to advise that due to third quarter performance and the lower projections presented by LSC, Quad/Graphics was lowering the fixed exchange ratio it was willing to pay for each share of LSC common stock from 0.7000 to 0.6000 shares of Quad/Graphics class A common stock for every share of LSC common stock. Later on October 24, 2018, the LSC board of directors, representatives of S&C and BofA Merrill Lynch and members of LSC management met prior to the October 25 board meeting. Mr. Quinlan and representatives from BofA Merrill Lynch provided the LSC board of directors with an update on the latest proposal from Quad/Graphics. The representatives of S&C reviewed with the LSC board of directors its fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The representatives of S&C also discussed and answered questions regarding the regulatory process in connection with the potential transaction with Quad/Graphics.

On the morning of October 25, 2018, the Quad/Graphics board of directors held a meeting. Members of Quad/Graphics management, as well as representatives of J.P. Morgan and BDT, were also in attendance. Mr. Quadracci updated the Quad/Graphics board of directors on the events and developments since the prior meeting of the Quad/Graphics board, including the economic discussions with LSC on October 22. During the meeting, representatives from J.P. Morgan reviewed with the Quad/Graphics board of directors preliminary financial analyses with respect to a potential combination of Quad/Graphics and LSC, and, along with Quad/Graphics senior management, updated the Quad/Graphics board regarding the expected financing necessary in order to consummate a combination. Quad/Graphics management also advised the Quad/Graphics board regarding the nature and status of its financial and legal due diligence of LSC and reviewed with the Quad/Graphics board the key provisions of the current draft of the merger agreement, which had previously been provided to the Quad/Graphics board. At the meeting, the Quad/Graphics board of directors also discussed and considered Quad/Graphics management’s expectation that the merger would produce annualized net synergies of approximately $135 million through capacity rationalization, the elimination of duplicative functions, greater operational efficiencies and greater efficiencies in supply chain management, at an estimated cost to achieve of approximately $135 million. At the conclusion of the meeting, the Quad/Graphics board of directors authorized management to go back to LSC with a revised exchange ratio of 0.6000x to 0.6500x.

Also on the morning of October 25, 2018, the LSC board of directors held a regularly scheduled meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, the representatives of S&C reviewed with the LSC board of directors its fiduciary duties in connection with their consideration of a potential transaction with Quad/Graphics. The representatives of BofA Merrill Lynch then reviewed with the LSC board of directors their updated disclosure letter regarding certain of its relationships with LSC and Quad/Graphics, which had been provided to the LSC board. Mr. Coxhead then presented a financial and synergy update during which he discussed historical and projected results for LSC and Quad/Graphics as well as a synergy estimate comparison. The representatives of BofA Merrill Lynch then provided an update regarding Quad/Graphics’ proposed financing plan. Mr. Coxhead and Ms. Bettman then provided an update regarding LSC’s due diligence on Quad/Graphics. The representatives of BofA Merrill Lynch then reviewed the terms of the potential transaction with Quad/Graphics, including the proposed special cash dividend and the relative post-transaction ownership percentages for LSC’s stockholders and Quad/Graphics’ shareholders. The representatives of BofA Merrill Lynch reviewed with the LSC board of directors the new Quad/Graphics proposal of a 0.6000x exchange ratio on October 24, 2018, which Quad/Graphics indicated was a response to LSC’s third quarter performance and updated projections, which are further detailed in the section entitled “The Merger—Certain Unaudited Prospective Financial Information”, beginning on page [●]. The LSC board, LSC management and the advisors discussed the new proposed exchange ratio, the current state of the business and the market reaction that could occur if the merger agreement was not executed prior to LSC’s anticipated earnings release and updated guidance announcement scheduled to occur on November 1, 2018. There were also discussions regarding the special cash dividend and conditioning Quad/Graphics ability to pay the dividend prior to closing of the transaction upon certain financial metrics to ensure that the LSC stockholders would not receive shares in a company that is over-levered. The representatives of BofA Merrill Lynch then reviewed its financial analysis of the potential transaction the LSC board of directors and reviewed certain pro forma financial information for the combined company, including the sources and uses and pro forma capitalization and leverage of the combined company, the combined company’s pro forma income statement (including the synergies that might result from the potential transaction) and the pro forma leverage profile of the combined company. The representatives of BofA Merrill Lynch discussed other potential alternative transactions that could be available to LSC, including with potential

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private equity firms and strategic companies, and the financial considerations of such transactions as compared to the current proposal from Quad/Graphics. The representatives of BofA Merrill Lynch also discussed the potential sale of certain of LSC’s businesses as part of LSC’s standalone plan. The LSC board, LSC management and the advisors then discussed (i) the revised exchange ratio proposed by Quad/Graphics and possible responses, (ii) possible financial parameters around a special dividend, (iii) reiterating the request for two board seats on the Quad/Graphics board and (iv) the retention pool requested by LSC given the potential length of time between signing and closing. Following such discussions, the LSC board of directors authorized Mr. Quinlan to propose (i) a higher exchange ratio within a specified range, (ii) two board seats on the Quad/Graphics board for current members of the LSC board of directors to be mutually agreed between LSC and Quad/Graphics, (iii) financial parameters with respect to the ability of Quad/Graphics to pay the special cash dividend tied to the pro forma leverage of the combined company and (iv) an appropriately sized retention pool for LSC employees. The representatives of S&C then reviewed the material terms of the then-current draft of the merger agreement and discussed with the LSC board of directors the material open merger agreement issues, including timing and financial parameters around the special dividend, the terms of the no shop provision in the merger agreement, including the definition of a superior proposal, certain interim operating covenants, the scope of LSC’s cooperation with respect to Quad/Graphics’ financing plans, the treatment of LSC’s indebtedness, the number of members of the LSC board of directors that will be appointed to the Quad/Graphics board, the proposed termination rights and size of the termination fees and the conditions to their payment. The representatives of S&C also provided the LSC board of directors with a summary of the voting and support agreement. Ms. Bettman and the representatives of S&C then reviewed the employee compensation and benefits provisions in the merger agreement and the open issues relating to those matters. Ms. Bettman and the representatives of S&C then reviewed the communications plans with respect to the potential transaction with Quad/Graphics.

Following the companies’ respective board meetings, on October 25, 2018, Mr. Quinlan and Mr. Quadracci had a telephone call, during which Mr. Quinlan informed Mr. Quadracci of LSC’s responses with respect to open issues discussed at the meeting of the LSC board of directors earlier that day. Mr. Quinlan responded that, among other things, the LSC board was requesting an exchange ratio of 0.6500x. Mr. Quadracci rejected this offer, but proposed an exchange ratio of 0.6250x. Mr. Quinlan, on behalf of LSC, agreed to this exchange ratio, subject to satisfactory resolution of remaining outstanding issues. Later on October 25, 2018, F&L delivered to S&C a revised draft of the voting and support agreement.

On October 26, 2018, S&C delivered to F&L a revised draft of the merger agreement, and S&C and F&L continued to exchange drafts of the merger agreement and voting and support agreement until October 30, 2018 to resolve the final open issues related to the merger agreement and voting and support agreement. The material open issues that were resolved during this time period included the terms of the no shop provision in the merger agreement, including the definition of a superior proposal, certain interim operating covenants, the scope of LSC’s cooperation with respect to Quad/Graphics’ financing plans, the treatment of LSC’s indebtedness, the number of members of the LSC board of directors that will be appointed to the Quad/Graphics board of directors, the obligation of each party to hold a meeting for the vote of its shareholders irrespective of any change of recommendation of such party’s board, the proposed termination rights and size of the termination fees and the conditions to their payment, interim and post-closing employee benefit covenants and the size of the retention pool.

On October 27, 2018, Ms. Kent and representatives of F&L discussed the proposed terms of the voting and support agreement with the trustees of the Quad/Graphics voting trust. On that day, S&C also distributed to F&L a revised draft of that agreement.

On October 28, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, Mr. Quinlan provided an update on the status of negotiations with Quad/Graphics regarding the potential transaction, noting that the parties had agreed on an exchange ratio of 0.6250x, two board seats for LSC directors, a leverage test in order for Quad/Graphics to pay the special dividend, but that the amount of the retention bonus pool was still under discussion.

Over the course of October 29, 2018 and October 30, 2018, senior management of Quad/Graphics and representatives of F&L participated in multiple conference calls with senior management of LSC and representatives of S&C to negotiate and resolve the remaining open issues in the merger agreement, including the elimination of the Quad/Graphics special dividend. On October 30, 2018, the

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parties and their respective advisors resolved the major open issues in the draft merger agreement, including the amount of the retention bonus pool, subject to approval by each party’s board and final documentation. For additional information regarding the final terms of the merger agreement, see the section entitled “The Merger Agreement” beginning on page [●] and a copy of the merger agreement attached as Annex A to this joint proxy statement/prospectus.

On October 30, 2018, the LSC board of directors held a meeting, with members of LSC management and representatives of S&C and BofA Merrill Lynch also in attendance. At the meeting, Mr. Quinlan provided the LSC board of directors with an update on the negotiations between LSC and Quad/Graphics and their respective financial and legal advisors relating to the merger agreement, voting and support agreement and other related documentation. The representatives of S&C reminded the LSC board of directors of their fiduciary duties in connection with the potential transaction with Quad/Graphics. Mr. Coxhead and Ms. Bettman then provided an update on financial and legal due diligence review. The representatives of BofA Merrill Lynch then discussed the financial terms of the potential transaction with Quad/Graphics, including that Quad/Graphics was no longer seeking to pay a special cash dividend, and the relative post-transaction ownership percentages of LSC’s stockholders and Quad/Graphics’ shareholders. The representatives of BofA Merrill Lynch then reviewed with the LSC board of directors an update to the analysis previously delivered to the LSC board of directors at the meeting of the LSC board of directors on October 25, 2018. The representatives of BofA Merrill Lynch and Mr. Coxhead then updated the LSC board of directors regarding Quad/Graphics’ financing arrangements, informing the LSC board of directors that Quad/Graphics had obtained a commitment letter from J.P. Morgan to provide it with financing under its existing credit agreement so long as it meets certain leverage ratios. LSC’s management and advisors reported on the various discussions with Quad/Graphics, the management of LSC and S&C regarding such financing arrangements, whether Quad/Graphics should obtain a backstop facility from J.P. Morgan that did not contain such conditionality and the cost of such backstop. The representatives of BofA Merrill Lynch reviewed with the LSC board of directors of directors its financial analysis of the exchange ratio and delivered to the LSC board of directors of directors an oral opinion, which was confirmed by delivery of a written opinion dated October 30, 2018, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the proposed merger memorialized in the merger agreement was fair, from a financial point of view, to holders of LSC common stock. The representatives of S&C then reviewed with the LSC board of directors an updated written summary of the merger agreement and voting and support agreement and provided the LSC board of directors with an overview of the key changes made from the last draft reviewed with the LSC board, including (i) the terms of the no shop provision, including the definition of superior proposal, (ii) the provisions regarding cooperation in Quad/Graphics’ financing efforts, (iii) the termination fee of $12.5 million and expense reimbursement of up to $2 million to be paid by LSC in certain circumstances and (iv) LSC’s remedies in the event that Quad/Graphics did not hold a special meeting for its shareholders to approve the issuance of shares as consideration in connection with the potential transaction. Ms. Bettman and the representatives of S&C also reviewed the employee compensation and benefits provisions in the merger agreement and disclosure schedules, including the agreed retention pool. After considering and discussing the foregoing and the proposed terms of the merger agreement, and taking into consideration the factors described in the sections entitled “The Merger—LSC’s Reasons for the Merger and Recommendation of the LSC board of directors of Directors” and “The Merger—Certain Unaudited Prospective Financial Information”, beginning on page [●] and [●], respectively, the members of the LSC board of directors (i) determined that the merger is fair and in the best interests of, LSC and its stockholders, (ii) approved and declared advisable the merger agreement, the voting and support agreement, the merger and the other transactions contemplated by the merger agreement and (iii) recommended adoption of the merger agreement to the stockholders of LSC.

On October 30, 2018, the Quad/Graphics board of directors held a meeting. Members of Quad/Graphics management, as well as representatives of J.P. Morgan, BDT and F&L, were also in attendance. During the meeting, representatives from J.P. Morgan reviewed with the Quad/Graphics board of directors its financial analyses with respect to the proposed merger with LSC and, upon the request of the Quad/Graphics board, rendered its oral opinion, which was subsequently confirmed in writing, dated October 30, 2018, that, as of October 30, 2018, and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by J.P. Morgan as set forth in its opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to Quad/Graphics. Also during the meeting, representatives from F&L, together with Ms. Kent, reviewed with the Quad/Graphics board the materials summarizing the proposed substantially final terms of the merger agreement, which had previously been provided to

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the Quad/Graphics board. At this meeting, the Quad/Graphics board of directors also received a summary of the proposed financing for the transactions contemplated by the merger agreement. Following discussion, including the consideration of the factors described under the section entitled “The Merger—Quad/Graphics’ Reasons for the Merger and Recommendation of Quad/Graphics’ Board of Directors” beginning on page [●], the Quad/Graphics board of directors unanimously: (i) determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Quad/Graphics, (ii) approved the merger agreement, the merger and the issuance of shares of Quad/Graphics class A common stock in connection with the merger and (iii) resolved to recommend that the holders of Quad/Graphics common stock approve the issuance of shares of Quad/Graphics class A common stock in connection with the merger (i.e., the share issuance proposal). The Quad/Graphics board of directors further authorized and directed management to execute the merger agreement and also approved the financing necessary to complete the transactions contemplated by the merger agreement.

Following the LSC board of directors meeting and Quad/Graphics board of directors meeting, on October 30, 2018, the merger agreement was executed and delivered by Quad/Graphics and LSC. On the same day, Quad/Graphics executed the commitment relating to the financing necessary to complete the transactions contemplated by the merger agreement and LSC and the trustees of the Quad/Graphics voting trust and LSC executed the voting and support agreement.

Early in the morning of October 31, 2018, prior to commencement of trading on the NYSE, Quad/Graphics and LSC issued a joint press release announcing the transaction.

Quad/Graphics’ Reasons for the Merger and Recommendation of Quad/Graphics’ Board of Directors

The Quad/Graphics board of directors determined that the merger is in the best interests of Quad/Graphics and approved and declared advisable the merger agreement, the merger and the issuance of shares of Quad/Graphics class A common stock in connection with the merger. The Quad/Graphics board of directors recommends that Quad/Graphics shareholders vote “FOR” the share issuance proposal.

In reaching its decision, the Quad/Graphics board of directors consulted with Quad/Graphics management, as well as Quad/Graphics’s legal and financial advisors, and considered various information and a number of factors, weighing both perceived benefits of the merger as well as potential risks of the merger. 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 merger, 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 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 recommendation. Among the material information and factors favoring the merger and the other transactions contemplated by the merger agreement considered by the Quad/Graphics board of directors were the following:

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The Quad/Graphics board of directors also considered and balanced against the material information and factors favoring the merger and the other transactions contemplated by the merger agreement a number of potential risks associated with the merger, including the following:

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The foregoing discussion of the information and factors considered by the Quad/Graphics board of directors is forward-looking in nature and should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

Opinion of Quad/Graphics’ Financial Advisor

Pursuant to an engagement letter dated December 8, 2017, Quad/Graphics retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At a meeting of the Quad/Graphics board of directors on October 30, 2018, J.P. Morgan rendered its oral opinion, and subsequently confirmed in writing to the Quad/Graphics board of directors that, as of that date and on the basis of and subject to the various factors, assumptions and limitations set forth in such written opinion, the exchange ratio in the merger was fair, from a financial point of view, to Quad/Graphics. We refer to the J.P. Morgan written opinion, dated October 30, 2018, as the “J.P. Morgan opinion.”

The full text of the J.P. Morgan opinion dated October 30, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the J.P. Morgan opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the J.P. Morgan opinion. You should read the J.P. Morgan opinion carefully and in its entirety. The J.P. Morgan opinion was directed to the Quad/Graphics board of directors (in its capacity as such) in connection with (and for the purposes of) its evaluation of the proposed merger, addressed only the fairness to Quad/Graphics, from a financial point of view, of the exchange ratio in the merger, and did not address any other aspect of the merger. J.P. Morgan

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has expressed no opinion as to the fairness of the exchange ratio to the holders of any other class of securities, creditors or other constituencies of Quad/Graphics or as to the underlying decision by Quad/Graphics to engage in the merger. The issuance of the J.P. Morgan opinion was approved by a fairness opinion committee of J.P. Morgan. The summary of the J.P. Morgan opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The J.P. Morgan opinion does not constitute a recommendation as to how Quad/Graphics shareholders should vote with respect to the share issuance proposal or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

J.P. Morgan also held discussions with certain members of the management of LSC and Quad/Graphics with respect to certain aspects of the merger, the past and current business operations of LSC and Quad/Graphics, the financial condition and future prospects and operations of LSC and Quad/Graphics, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by LSC and Quad/Graphics or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume any obligation for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of LSC or Quad/Graphics under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Quad/Graphics’ management as to the expected future results of operations and financial condition of Quad/Graphics and LSC to which those analyses or forecasts relate. J.P. Morgan expressed no view as to those analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by LSC and Quad/Graphics in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Quad/Graphics with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on LSC or Quad/Graphics or on the contemplated benefits of the merger.

The projections Quad/Graphics furnished to J.P. Morgan for LSC for the calendar years 2018 through 2027 were prepared by the management of Quad/Graphics (referred to in this section only as the “LSC projections”). The

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projections Quad/Graphics furnished to J.P. Morgan for Quad/Graphics for the calendar years 2018 through 2027 were prepared by the management of Quad/Graphics (referred to in this section only as the “Quad/Graphics projections”). Neither Quad/Graphics nor LSC publicly discloses internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

The J.P. Morgan opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, October 30, 2018. Subsequent developments may affect the J.P. Morgan opinion, and J.P. Morgan does not have any obligation to update, revise, or reaffirm the J.P. Morgan opinion. The J.P. Morgan opinion is limited to the fairness, from a financial point of view, to Quad/Graphics, of the exchange ratio in the merger and J.P. Morgan has expressed no opinion as to the fairness of the exchange ratio to the holders of any class of securities, creditors or other constituencies of Quad/Graphics or as to the underlying decision by Quad/Graphics to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of those persons relative to the exchange ratio in the merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Quad/Graphics class A common stock or LSC common stock will trade at any future time.

The terms of the merger agreement, including the exchange ratio, were determined through arms’ length negotiations between LSC and Quad/Graphics, and the decision to enter into the merger agreement was solely that of the Quad/Graphics board of directors, J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Quad/Graphics board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Quad/Graphics board of directors or management with respect to the merger or the exchange ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses undertaken by J.P. Morgan in connection with rendering the J.P. Morgan opinion delivered to Quad/Graphics’s board of directors on October 30, 2018 and contained in the presentation delivered to the Quad/Graphics board of directors on October 30, 2018 in connection with the rendering of J.P. Morgan’s opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and, in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s financial analyses.

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of LSC and Quad/Graphics with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to LSC and Quad/Graphics.

For LSC, the companies selected by J.P. Morgan were as follows:

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For Quad/Graphics, the companies selected by J.P. Morgan were as follows:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, may be considered similar to those of LSC or Quad/Graphics, as applicable. However, certain of these companies may have characteristics that are materially different from those of LSC or Quad/Graphics. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect LSC or Quad/Graphics, as applicable.

Using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company’s firm value (calculated as the market value of such company’s common stock on a fully diluted basis, plus any debt and tax adjusted pension deficit, less cash and cash equivalents) to the consensus equity research analysis estimate for such company’s expected EBITDA (calculated as earnings before interest, tax, depreciation and amortization, excluding pension income) for the year ending December 31, 2019 (the “FV/2019E EBITDA”). The FV/2019E EBITDA ratios for the companies selected for LSC ranged from a low of 5.2x to a high of 6.2x. The FV/2019E EBITDA ratios for the companies selected for Quad/Graphics ranged from a low of 4.8x to a high of 6.2x.

Based on the results of this analysis, J.P. Morgan selected multiple reference ranges for FV/2019E EBITDA for LSC of 5.5x to 6.5x. The range for LSC was then applied to LSC’s estimated EBITDA for calendar year 2019 provided by the management of Quad/Graphics to J.P. Morgan, yielding an implied equity value per share range of $6.00 to $12.25 (rounded to the nearest $0.25). J.P. Morgan compared the implied per share equity value ranges for LSC to LSC’s unaffected closing price per share of $8.11 on October 29, 2018, and to an implied merger price per share of LSC common stock of $11.01 (based on Quad/Graphics’ unaffected class A common stock closing price per share of $17.62 on October 29, 2018).

Based on the results of the analysis described above, J.P. Morgan selected multiple reference ranges for FV/2019E EBITDA for Quad/Graphics of 5.5x to 6.5x. The range for Quad/Graphics was then applied to Quad/Graphics’ estimated EBITDA for calendar year 2019 provided by the management of Quad/Graphics to J.P. Morgan, yielding an implied equity value per share range of $19.50 to $27.00 (rounded to the nearest $0.25). J.P. Morgan compared the implied equity value per share range for Quad/Graphics to Quad/Graphics’ unaffected class A common stock closing price per share of $17.62 on October 29, 2018.

Discounted Cash Flow Analysis

J.P. Morgan conducted discounted cash flow analyses for the purpose of determining the implied fully diluted equity value per share of Quad/Graphics class A common stock and the implied fully diluted equity value per share of LSC common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating their “present value.” For the purposes of the J.P. Morgan opinion, “unlevered free cash flows” were calculated by taking earnings before interest and taxes, subtracting cash taxes, adding back depreciation and amortization, subtracting capital expenditures, adjusting for changes in working capital, subtracting cash for acquisitions and adding back proceeds on sale of assets. For purposes of the J.P. opinion, “present value” refers to the current value of one or more future unlevered free cash flows from the asset, which is referred to as that asset’s cash flows, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost

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of capital, capitalized returns and other appropriate factors. For purposes of the J.P. Morgan opinion, “terminal value” refers to the capitalized value of all cash flows from an asset for periods beyond the final forecast period.

J.P. Morgan calculated the unlevered free cash flows for LSC and Quad/Graphics for calendar years 2019 through 2027, as reflected in the LSC projections and Quad/Graphics projections, respectively. For each set of projections, J.P. Morgan also calculated a range of terminal values for LSC and Quad/Graphics at the end of this period by applying a perpetuity growth rate ranging from (3.00%) to (1.00%) for LSC and (2.00%) to 0.00% for Quad/Graphics during the terminal period of the projections. The unlevered free cash flows and the ranges of terminal values were discounted to present values as of December 31, 2018 using a range of discount rates from 8.50% to 9.50% for LSC and from 8.00% to 9.00% for Quad/Graphics. The discount rates for LSC and Quad/Graphics were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the respective companies. The present value of the unlevered free cash flows and the range of terminal values for LSC were then adjusted for net debt and net pension deficits, and the present value of the unlevered free cash flows and the range of terminal values for Quad/Graphics were then adjusted for net debt, net pension deficits and non-controlling interests, to indicate the ranges of implied equity values per share set forth in the table below (rounded to the nearest $0.25). J.P. Morgan also calculated the unlevered free cash flows related to the Synergies, taking into account the costs to achieve such Synergies, for calendar years 2019 through 2027, based on forecasts prepared by the management of Quad/Graphics. J.P. Morgan also calculated a range of terminal values for such synergies at the end of this period by applying a perpetuity growth rate ranging from (2.0%) to (1.5%). The unlevered free cash flows and the range of terminal values for Synergies were discounted to present values as of December 31, 2018 using a range of discount rates from 8.50% to 9.50%. The table below shows the ranges of implied equity value per share for LSC common stock, with and without such Synergies (rounded to the nearest $0.25).

The range of implied equity values per share for LSC common stock was compared to LSC’s unaffected closing price per share of $8.11 on October 29, 2018, and to an implied merger price per share of LSC common stock of $11.01 (based on Quad/Graphics’ unaffected class A common stock closing price per share of $17.62 on October 29, 2018). The range of implied equity values per share for Quad/Graphics class A common stock was compared to Quad/Graphics’ unaffected class A common stock closing price per share of $17.62 on October 29, 2018.

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Relative Value Analysis

Based upon (i) the implied equity values of LSC and Quad/Graphics calculated in the public trading multiples analysis described above, and (ii) the implied equity values for LSC and Quad/Graphics calculated in the discounted cash flow analysis described above, J.P. Morgan calculated an implied range of exchange ratios. For each comparison, J.P. Morgan compared the highest equity value for LSC to the lowest equity value for Quad/Graphics to derive the highest implied equity value for LSC common stockholders implied by each set of reference ranges. J.P. Morgan also compared the lowest equity value for LSC to the highest equity value for Quad/Graphics to derive the lowest implied exchange ratio for LSC common stockholders implied by each set of reference ranges. The implied ranges of the exchange ratio resulting from this analysis were:

The resulting implied ranges of the exchange ratio were then compared to the exchange ratio of 0.4603x (based on the unaffected closing price per share for LSC common stock and Quad/Graphics class A common stock, respectively, on October 29, 2018) and the exchange ratio of 0.6250x in the merger.

Implied Value Creation Analysis

J.P. Morgan conducted an implied value creation analysis, based on the expected case financial forecasts prepared by Quad/Graphics management for calendar years 2018 through the end of 2027 for use in J.P. Morgan’s analysis, that compared the implied equity value per share of Quad/Graphics class A common stock derived from a discounted cash flow valuation on a standalone basis to the pro forma combined company implied value per share, adjusted for the exchange ratio of 0.6250x. J.P. Morgan determined the pro forma combined company implied equity value per share by calculating: (i) the sum of (a) the implied equity value of each of Quad/Graphics and LSC using the midpoint value of each as determined in the discounted cash flow analysis described above, plus (b) 100% of the midpoint of the estimated discounted present value of the Synergies, and minus (c) transaction costs in connection with the merger, and (ii) divided by the pro forma number of shares outstanding based upon the exchange ratio of 0.6250x in the merger. The analysis indicated that the merger created a hypothetical incremental implied value for holders of Quad/Graphics class A common stock of 14%.

Other Information

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan to Quad/Graphics’s board of directors. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Quad/Graphics or LSC. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

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Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies reviewed as described in the above summary is identical to Quad/Graphics or LSC. However, the companies selected by J.P. Morgan were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s financial analysis, may be considered similar to those of Quad/Graphics and LSC. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Quad/Graphics and LSC.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. J.P. Morgan was selected to deliver an opinion to Quad/Graphics’s board of directors with respect to the merger on the basis of that experience and its familiarity with Quad/Graphics.

For services rendered in connection with the merger (including the delivery of its opinion), Quad/Graphics has agreed to pay J.P. Morgan a transaction fee of $10.0 million, which is payable in installments as follows: (i) $2.5 million on the earlier of the public announcement of the merger or the delivery of a fairness opinion by J.P. Morgan and (ii) the balance upon the closing of the merger. In addition, Quad/Graphics has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel. Quad/Graphics also agreed to indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of the J.P. Morgan opinion, J.P. Morgan and its affiliates had commercial or investment banking relationships with Quad/Graphics and LSC, for which J.P. Morgan and such affiliates received customary compensation. Such services during such period included acting as a lead arranger of Quad/Graphics’ credit facilities in February 2017, and such services for LSC during such period included acting as a joint bookrunner on an offering of equity securities of LSC owned by LSC’s former parent entity. In addition, a commercial banking affiliate of J.P. Morgan is an agent bank and lender under outstanding credit facilities of Quad/Graphics for which it received customary compensation or other financial benefits. J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding class A common stock of Quad/Graphics and less than 1% of the outstanding common stock of LSC. During the two-year period preceding delivery of the J.P. Morgan opinion, the aggregate fees received by J.P. Morgan from Quad/Graphics were $1.8 million and from LSC were $2.0 million. In the ordinary course of business, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Quad/Graphics or LSC for their own account or for the accounts of customers, and accordingly, J.P. Morgan and its affiliates may at any time hold long or short positions in such securities or other financial instruments.

LSC’s Reasons for the Merger and Recommendation of LSC’s Board of Directors

At a meeting held on October 30, 2018, the LSC board of directors (i) determined that the merger is fair and in the best interests of LSC and its stockholders, (ii) approved and declared advisable the merger agreement, the voting and support agreement, the merger and the other transactions contemplated by the merger agreement and (iii) recommended adoption of the merger agreement to the stockholders of LSC.

In reaching the decisions to approve the merger agreement, the voting and support agreement and the other transactions contemplated by the merger agreement and to recommend that LSC stockholders vote to adopt the merger agreement, the LSC board of directors consulted extensively with its financial and legal advisors and LSC management. After such discussions, the LSC board of directors determined that the merger is fair and in the best interests of LSC and its stockholders.

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The LSC board’s decision to approve the merger agreement, the voting and support agreement and the other transactions contemplated by the merger agreement and to recommend to LSC’s stockholders that they vote to adopt the merger agreement was based on a number of factors, including the following (which are not necessarily presented in order of relative importance):

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The LSC board of directors also considered the following specific aspects of the merger agreement (which are not necessarily presented in order of relative importance):

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In consideration of its deliberations, the LSC board of directors also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):