SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Exact name of Registrant as specified in its charter.)



COLORADO		84-1250533
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 FIRST STAMFORD PLACE
STAMFORD, CT		06902
(Address of principal executive offices)		(Zip Code)

203-595-3000
(Registrant’s telephone number, including area code)
	N/A
(Former name, former address and former fiscal year, if changed since last report)

CENVEO, INC. AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended ~~April 1,~~September 30, 2017




		Page No.
	PART I. FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of ~~April 1,~~September 30, 2017, and December 31, 2016	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the t~~hree~~three and nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016	3
	Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	2531
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	3745
Item 4:	Controls and Procedures	3846

	PART II. OTHER INFORMATION
Item 1:	Legal Proceedings	3947
Item 1A:	Risk Factors	3947
Item 6:	Exhibits	4048
	Signatures	4350

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands, except per share data) (unaudited)	CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands, except per share data) (unaudited)							CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands, except per share data) (unaudited)

		For the Three Months Ended							For the Three Months Ended						For the Nine Months Ended
		April 1, 2017			April 2, 2016				September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Net sales		$	374,506		$	432,761			$	329,511		$	382,675		$	1,010,850		$	1,162,903
Cost of sales		310,372			361,911				277,588			314,783			840,996			965,553
Selling, general and administrative expenses		44,541			47,239				41,183			44,082			123,397			133,042
Amortization of intangible assets		1,379			1,607				1,209			1,325			3,830			4,201
Restructuring and other charges		8,180			4,990				10,025			2,326			20,040			8,196
Operating income		10,034			17,014
Operating (loss) income									(494		)	20,159			22,587			51,911
Interest expense, net		19,147			24,095				19,472			20,318			58,144			65,925
Loss (gain) on early extinguishment of debt, net		45			(21,613		)		38			(7,442		)	146			(80,328		)
Other (income) expense, net		(227		)	554
(Loss) income from continuing operations before income taxes		(8,931		)	13,978
Other expense (income), net									293			(1,763		)	(77		)	(2,893		)
(Loss) income from continuing operations before income tax (benefit) expense									(20,297		)	9,046			(35,626		)	69,207
Income tax (benefit) expense		(239		)	958				(854		)	987			(6,704		)	4,060
(Loss) income from continuing operations		(8,692		)	13,020				(19,443		)	8,059			(28,922		)	65,147
Loss from discontinued operations, net of taxes		—			(1,817		)
(Loss) income from discontinued operations, net of taxes									(8,607		)	1,372			(9,671		)	3,043
Net (loss) income		(8,692		)	11,203				(28,050		)	9,431			(38,593		)	68,190
Other comprehensive income:
Other comprehensive income (loss):
Changes in pension and other employee benefit accounts, net of taxes		1,594			2,480				4,665			2,507			7,854			7,467
Currency translation adjustment, net		453			1,742				(98		)	557			410			2,142
Total other comprehensive income		2,047			4,222				4,567			3,064			8,264			9,609
Comprehensive (loss) income		$	(6,645	)	$	15,425			$	(23,483	)	$	12,495		$	(30,329	)	$	77,799

(Loss) income per share – basic:
Continuing operations		$	(1.02	)	$	1.53			$	(2.27	)	$	0.94		$	(3.38	)	$	7.65
Discontinued operations		—			(0.21		)		(1.00		)	0.16			(1.13		)	0.36
Net (loss) income		$	(1.02	)	$	1.32			$	(3.27	)	$	1.10		$	(4.51	)	$	8.01

(Loss) income per share – diluted:
Continuing operations		$	(1.02	)	$	1.38			$	(2.27	)	$	0.92		$	(3.38	)	$	6.84
Discontinued operations		—			(0.18		)		(1.00		)	0.16			(1.13		)	0.31
Net (loss) income		$	(1.02	)	$	1.20			$	(3.27	)	$	1.08		$	(4.51	)	$	7.15

Weighted average shares outstanding:
Basic		8,553			8,484				8,578			8,552			8,564			8,518
Diluted		8,553			10,366				8,578			8,967			8,564			9,745

See notes to condensed consolidated financial statements.

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

See notes to condensed consolidated financial statements.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ("financial statements") of Cenveo, Inc. and its subsidiaries (collectively, "Cenveo" or the "Company") have been prepared in accordance with Regulation S-X promulgated by the Securities and Exchange Commission ("SEC") and, in the Company’s opinion, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of financial position as of ~~April 1,~~September 30, 2017, and the results of operations for the three and nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016, and cash flows for the ~~three~~nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to SEC rules. The results of operations for the three and nine months ended ~~April 1,~~September 30, 2017, are generally not indicative of the results to be expected for any interim period or for the full year, primarily due to restructuring, acquisition and debt-related activities or transactions. The December 31, 2016, condensed consolidated balance sheet is derived from the audited consolidated financial statements at that date. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC. Certain prior year amounts have been reclassified to conform to the current year presentation. (See New Accounting Pronouncements for further discussion.) The reporting periods for the three and nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016, each consisted of 13 ~~weeks.~~and 39 weeks, respectively.

Over the course of the second and third quarters of 2017, the Company has been actively marketing for sale its office product envelope product line (the "Office Products Business"). The Office Products Business is available for immediate sale in its present condition subject only to terms that are usual and customary and the price at which the Office Products Business is being marketed is reasonable in relation to its current fair value. As of the end of the third quarter, management has been given the appropriate authority to move forward with one strategic party on a potential sale of the Office Products Business. As a result, the financial results of the Office Products Business have been accounted for as discontinued operations. The Company's historical financial statements have been retroactively adjusted to give recognition to the discontinued operations for all periods presented. See Note 2 for information regarding the Office Products Business.

During the second quarter of 2017, in connection with the closure of an envelope manufacturing facility associated with the Office Products Business, the Company classified the owned facility as held for sale. Accordingly, $2.2 million of property, plant and equipment, net, which had been held in other assets, net during the third quarter of 2017, was reclassified to assets of discontinued operations - long-term, in the Company's condensed consolidated balance sheets.

As a result of exploring opportunities to divest certain non-strategic or underperforming businesses within its manufacturing platform, during the first quarter of 2016 the Company completed the sale of its folded carton and shrink sleeve packaging businesses, along with its top-sheet lithographic print operation (collectively, the "Packaging Business"). See Note 2 for information regarding the completion of the sale of the Packaging Business. As a result, the financial results of the Packaging Business have been accounted for as discontinued operations. The Company's historical financial statements have been retroactively adjusted to give recognition to the discontinued operations for all periods presented.

On July 8, 2016, the Company announced a reverse split of its common stock, par value $0.01 per share (the "Common Stock"), at a ratio of 1-for-8, effective July 13, 2016 (the "Reverse Stock Split"). The Common Stock began trading on a split-adjusted basis on July 14, 2016. The Reverse Stock Split was approved by the Company’s stockholders at the annual meeting of the stockholders held on May 26, 2016. As a result of the Reverse Stock Split, each eight pre-split shares of Common Stock outstanding were automatically combined into one new share of Common Stock without any action on the part of the respective holders, and the number of outstanding common shares on the date of the split was reduced from approximately 68.5 million shares to approximately 8.5 million shares. The Reverse Stock Split also applied to Common Stock issuable upon the exchange of the Company’s outstanding 7% senior exchangeable notes due 2017 (the "7% Notes") and upon the exercise of the Company’s outstanding warrants and the Company's outstanding stock options, restricted share units ("RSUs"), and performance share units ("PSUs"), (collectively, the "Equity Awards"). In addition, the authorized Common Stock was initially increased from 100 million to 120 million shares and then adjusted in the Reverse Stock Split from 120 million to 15 million shares. The Company's historical financial statements have been retroactively adjusted to give recognition to the Reverse Stock Split for all periods presented.

New Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized. The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

after December 15, 2017, and will be applied either retrospectively to each period presented or asusing modified retrospective transition approach requiring a cumulative-effect adjustment for the current period as of the date of adoption. The Company ~~is currently evaluating~~anticipates using the modified retrospective transition approach. The Company significantly completed its evaluation of the impact of the pending adoption of ASU ~~2014-09; however,~~2014-09, and the Company does not expect that the future adoption of ASU 2014-09 will have a material impact on its consolidated financial ~~statements.~~statements or disclosures. During the second quarter 2017, as part of its assessment process of the impact of adopting ASU 2014-09, the Company concluded it was appropriate to classify postage revenues and costs of goods sold as gross amounts as opposed to offsetting them within cost of goods sold. This assessment only impacts the Company’s print operating segment and the reclassifications had no effect on operating income (loss) or net income (loss) for any period presented. The reclassification impact by major category is as follows (in thousands):



	Period	As reported ⁽¹⁾		Reclassification adjustment		As adjusted
Net sales	Nine months ended October 1, 2016	$	1,142,973	$	19,930	$	1,162,903
	Three months ended October 1, 2016	376,575		6,100		382,675
	Three months ended April 1, 2017	346,410		7,407		353,817

Cost of sales	Nine months ended October 1, 2016	$	945,623	$	19,930	$	965,553
	Three months ended October 1, 2016	308,683		6,100		314,783
	Three months ended April 1, 2017	284,982		7,407		292,389

__________________________

⁽¹⁾ Reflects adjustments for reclassifying discontinued operations.

In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 340): Simplifying the Measurement of Inventory." Under ASU 2015-11, companies utilizing the first-in, first-out or average cost method should measure inventory at the lower of cost or net realizable value, where net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted ASU 2015-11 during the first quarter of 2017. Adoption of ASU 2015-11 did not have a material impact on the Company's consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." ASU 2015-17 simplifies the presentation of deferred income taxes to require that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. As a result of prospectively adopting ASU 2015-17 asduring the first quarter of ~~April 1,~~ 2017, the Company ~~reclassified~~

~~CENVEO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~$3.4~~classified $3.4 million of current deferred tax assets from prepaid and other current assets to other liabilities in the Company's condensed consolidated balance sheet. Prior period amounts were not adjusted.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. At a minimum, adoption of ASU 2016-02 will require recording a ROU asset and a lease liability on the Company's consolidated balance sheet; however the Company is currently evaluating the full impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." The new standard simplifies various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The amendments include income tax consequences, the accounting for forfeitures, the classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance iswas effective in the first quarter of fiscal 2017. Adoption of ASU 2016-09 did not have a material impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 reduces the diversity in practice in how certain cash receipts and cash payments

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

are presented and classified in the statement of cash flows. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 during the first quarter of 2017. Adoption of ASU 2016-15 did not have a material impact on the Company's current period consolidated financial statements. The Company's prior year condensed consolidated statement of cash flows has been adjusted to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business" which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The revised definition of a business under ASU 2017-01 will reduce the number of transactions that are accounted for as business combinations. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is allowed for certain transactions. The Company ~~is currently evaluating~~will prospectively evaluate the impact that ~~the future~~ adoption of ASU 2017-01 will have on ~~its consolidated financial statements.~~any future transactions.

In January 2017, the FASB issued ASU 2017-04 "Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment" which removes the second step from the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. The Company adopted ASU 2017-04 during the first quarter of 2017. Adoption of ASU 2017-04 did not have a material impact on the Company's consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost." ASU 2017-07 requires employers to report the service cost component in the same line item as other compensation costs. The other components of net benefit costs will be presented in the income statement separately from the service cost and outside of a subtotal of income from operations. ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. The Company ~~is still currently evaluating~~plans on adopting ASU 2017-07 during the ~~impact that the future adoption~~first quarter of 2018. Adoption of ASU 2017-07 will not have a material impact on ~~its~~the Company's consolidated financial statements. See Note 10 for the potential impact on the Company's consolidated financial statements through the three and nine months ended September 30, 2017.

2. Discontinued Operations

Over the course of the second and third quarters of 2017, the Company has been actively marketing for sale its Office Products Business. The Office Products Business is available for immediate sale in its present condition subject only to terms that are usual and customary and the price at which the Office Products Business is being marketed is reasonable in relation to its current fair value. As of the end of the third quarter, management has been given the appropriate authority to move forward with one strategic party on a potential sale of the Office Products Business. During the third quarter of 2017, the Company recorded a non-cash impairment charge of $7.0 million primarily related to goodwill and other intangible assets related to the Office Products Business. Fair value was determined by the Company to be Level 3 under the fair value hierarchy and was based upon current market expectations for the potential sale of the Office Products Business. On November 8, 2017, the Company completed the sale of the Office Products Business for a sales price of $37.8 million. In accordance with the guidance in Accounting Standards Codification ("ASC") 205-20 Presentation of Financial Statements - Discontinued Operations and ASC 360 Property, Plant & Equipment, the Company's historical financial statements have been retroactively adjusted to give recognition to the discontinued operations for all periods presented.

On January 19, 2016, the Company completed the sale of the Packaging Business. The Company received total cash proceeds of approximately $89.6 million, net of transaction costs of approximately $6.3 million. This resulted in the recognition of a total loss of $3.6 million. A gain of $1.4 million was recorded for the year ended 2016, of which a ~~$2.0~~gain of $1.2 million ~~gain was~~and a loss of $0.1 million were recorded during the ~~first quarter of 2016.~~three and nine months ended October 1, 2016, respectively. For the year ended 2015, the Company recorded a non-cash loss on the sale of $5.0 million and a non-cash goodwill impairment charge of $9.9 million related to this transaction. This loss was based on the executed purchase agreement and the net assets of the Packaging Business. In accordance with the guidance in ASC 205-20~~Presentation~~, the Company's historical financial statements have been retroactively adjusted to give recognition to the discontinued operations for all periods presented.

The following table shows the components of ~~Financial Statements - Discontinued Operations~~ assets and ~~ASC 360~~ ~~Property, Plant & Equipment,~~ ~~the financial results of the Packaging Business were accounted for~~liabilities that are classified as discontinued ~~operations.~~

operations in the Company's condensed consolidated balance sheets as of September 30, 2017, and December 31, 2016 (in thousands):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



	September 30, 2017		December 31, 2016
Accounts receivable, net	$	33,893	$	37,198
Inventories, net	25,206		21,183
Prepaid and other current assets	669		888
Assets of discontinued operations - current	59,768		59,269
Property, plant and equipment, net	6,850		8,767
Goodwill and other long-term assets	—		6,977
Assets of discontinued operations - long-term	6,850		15,744
Accounts payable	9,748		9,866
Other current liabilities	14,501		16,774
Liabilities of discontinued operations - current	24,249		26,640
Other liabilities	151		124
Liabilities of discontinued operations - long-term	151		124
Net assets of discontinued operations	$	42,218	$	48,249

As of ~~April 1,~~September 30, 2017, and December 31, 2016, the Company did not have any assets or liabilities outstanding related to its ~~discontinued operations.~~Packaging Business.

The following table summarizes certain statement of operations information for discontinued operations ~~for the three months ended April 2, 2016~~ (in thousands, except per share data):

For the Three Months Ended
April 2,
2016
Net sales $ 6,637
Cost of sales 6,625
Selling, general and administrative expenses 2,242
Restructuring and other charges 1
Interest expense, net 7
Other expense, net 238
Loss from discontinued operations (2,476 )
Gain on sale of discontinued operations 2,031
Loss from discontinued operations before income taxes (445 )
Income tax expense 1,372
Loss from discontinued operations, net of taxes $ (1,817 )
Loss per share - basic $ (0.21 )
Loss per share - diluted $ (0.18 )



	For the Three Months Ended					For the Nine Months Ended
	September 30, 2017			October 1, 2016		September 30, 2017			October 1, 2016
Net sales	$	26,543		$	29,380	$	82,099		$	106,421
Cost of sales	26,255			27,050		78,310			94,124
Selling, general and administrative expenses	1,329			1,478		3,828			6,733
Amortization of intangible assets	55			50		165			160
Restructuring and other charges, net ⁽¹⁾	6,894			88		9,475			89
Other (income) expense, net	(55		)	518		(8		)	803
(Loss) income from discontinued operations	(7,935		)	196		(9,671		)	4,512
Gain (loss) on sale of discontinued operations	—			1,176		—			(97		)
(Loss) income from discontinued operations before income taxes	(7,935		)	1,372		(9,671		)	4,415
Income tax expense	672			—		—			1,372
(Loss) income from discontinued operations, net of taxes	$	(8,607	)	$	1,372	$	(9,671	)	$	3,043
(Loss) income per share - basic	$	(1.00	)	$	0.16	$	(1.13	)	$	0.36
(Loss) income per share - diluted	$	(1.00	)	$	0.16	$	(1.13	)	$	0.31

__________________________

⁽¹⁾During the third quarter of 2017, the Company recorded a non-cash impairment charge of $7.0 million related to goodwill and other intangible assets related to the Office Products Business.

Included in the above table, for three and nine months ended October 1, 2016, the Packaging Business had net sales of zero and $6.6 million, respectively. For three and nine months ended October 1, 2016, the Packaging Business had net income of $0.7 million and a net loss of $4.4 million, respectively.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inventories by major category are as follows (in thousands):

4. Property, Plant and Equipment

Property, plant and equipment are as follows (in thousands):

~~CENVEO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

Sale-Leaseback Transaction

On June 30, 2016, the Company sold the real estate used by one envelope manufacturing facility for net proceeds of $7.9 million and entered into a five year operating lease for the same facility, with options to renew for up to two additional five year periods. In connection with the sale, the Company maintained continuing involvement in one capital improvement project which, under ASC 840 "Leases," resulted in the deferral of sale-leaseback accounting. During the third quarter of 2016, the Company no longer maintained any continuing involvement obligations and accordingly the transaction qualified for sale-leaseback accounting. As a result, during the third quarter of 2016, the Company recorded a gain of approximately $2.1 million in other income, net, in the condensed consolidated statement of operations and a deferred gain of approximately $2.8 million which will be recognized ratably over the original five year lease.

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of ~~April 1,~~September 30, 2017, by reportable segment are as follows (in thousands):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Other intangible assets are as follows (in thousands):

Annual amortization expense of intangible assets for the next five years is estimated to be as follows (in thousands):

As of September 30, 2017, the Company determined that the year to date declines in net sales and operating income, along with the decrease in the Company’s stock price relative to its fourth quarter 2016 impairment test represented a triggering event, which may require a goodwill impairment test. As of the latest annual goodwill impairment test, the envelope, print and label reporting units’ calculated fair values each exceeded their carrying value by at least 35%. To the extent the net sales and operating income have declined, there may be a negative impact on the future cash flow assumptions which would impact the reporting units’ fair values. The Company will complete its assessment as part of the annual impairment test in the fourth quarter, as the impact on future projected revenues is completed. There were no goodwill impairments recorded in the three and nine months ended September 30, 2017, or October 1, 2016, respectively.

Also during the third quarter, based on the decline in sales, the Company determined that its indefinite lived trade name intangible assets were impaired. During the third quarter of 2017, the Company recognized impairments of $6.2 million and $1.5 million associated with indefinite lived intangible assets in its print and label segments, respectively. Fair value was determined by the Company to be Level 3 under the fair value hierarchy, and was based upon evaluation using a relief from royalty and other discounted cash flow methodologies. There were no intangible asset impairments recorded in the three and nine months ended October 1, 2016.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Asset Impairments~~

~~There were no goodwill or intangible asset impairments recorded in the~~ ~~three~~ ~~months ended~~ ~~April 1, 2017, or~~ ~~April 2, 2016, respectively.~~

Long-term debt is as follows (in thousands):

April 1,
2017 December 31,
2016
ABL Facility due 2021⁽¹⁾
$ 115,700
$ 81,700
4.0% secured notes due 2021 ($50 million outstanding principal amount as of April 1, 2017, and December 31, 2016) 49,822
49,813
8.500% junior priority secured notes due 2022 ($241.0 million outstanding principal amount as of April 1, 2017, and December 31, 2016) 234,995
234,742
6.000% senior priority secured notes due 2019 ($540.0 million outstanding principal amount as of April 1, 2017, and December 31, 2016) 531,085
530,166
6.000% senior unsecured notes due 2024 ($104.5 million outstanding principal amount as of April 1, 2017, and December 31, 2016) 86,123
85,591
11.5% senior notes due 2017 ($0.0 million and $20.5 million outstanding principal amount as of April 1, 2017, and December 31, 2016, respectively) —
20,371
7% senior exchangeable notes due 2017 ($5.5 million outstanding principal amount as of April 1, 2017, and December 31, 2016) 5,483
5,468
Other debt including capital leases 11,452
10,815
1,034,660
1,018,666
Less current maturities (9,400 ) (31,727 )
Long-term debt $ 1,025,260
$ 986,939



	September 30, 2017			December 31, 2016
ABL Facility due 2021⁽¹⁾	$	130,788		$	81,700
4.0% secured notes due 2021 ($50 million outstanding principal amount as of September 30, 2017, and December 31, 2016)	49,841			49,813
8.500% junior priority secured notes due 2022 ($241.0 million outstanding principal amount as of September 30, 2017, and December 31, 2016)	235,505			234,742
6.000% senior priority secured notes due 2019 ($540.0 million outstanding principal amount as of September 30, 2017, and December 31, 2016)	532,936			530,166
6.000% senior unsecured notes due 2024 ($104.5 million outstanding principal amount as of September 30, 2017, and December 31, 2016)	87,208			85,591
11.5% senior notes due 2017 ($0.0 million and $20.5 million outstanding principal amount as of September 30, 2017, and December 31, 2016, respectively)	—			20,371
7% senior exchangeable notes due 2017 ($0.0 million and $5.5 million outstanding principal amount as of September 30, 2017, and December 31, 2016, respectively)	—			5,468
Other debt, including capital leases	22,760			10,815
	1,059,038			1,018,666
Less current maturities	(8,597		)	(31,727		)
Long-term debt	$	1,050,441		$	986,939

__________________________

⁽¹⁾The weighted average interest rate outstanding for the Company's asset-based revolving credit facility (the "ABL Facility") was ~~3.5%~~4.0% and 3.4% as of ~~April 1,~~September 30, 2017, and December 31, 2016, respectively.

The estimated fair value of the Company’s outstanding indebtedness was approximately ~~$839.6~~$806.3 million and $881.7 million as of ~~April 1,~~September 30, 2017, and December 31, 2016, respectively. The fair value was determined by the Company to be Level 2 under the fair value hierarchy, and was based upon a review of observable pricing in secondary markets for each debt instrument.

In the second quarter of 2017, the Company received net proceeds of $7.9 million in connection with a 28 month equipment financing arrangement. No gain or loss was recognized related to this transaction.

In the first quarter of 2017, the Company refinanced its outstanding equipment loan with an outstanding principal balance of $6.3 million. During the third quarter of 2017, the Company received $3.7 million of additional funding under this equipment loan. Interest on the equipment loan now accrues at 7.76% per year and is payable monthly in arrears beginning on May 1, 2017, through October 1, 2020.

As of ~~April 1,~~September 30, 2017, the Company was in compliance with all covenants under its long-term ~~debt.~~debt agreements.

In the second quarter of 2017, the Company repurchased in full the remaining $5.5 million of its 7% Notes at par.

In the first quarter of 2017, the Company recorded a loss of less than $0.1 million on early extinguishment of debt ~~of less than $0.1 million~~ related to the repurchase in full of the remaining $20.5 million of its 11.5% senior notes due 2017 (the "11.5% Notes").

In the third quarter of 2016, the Company recorded a gain on early extinguishment of debt of $7.4 million related to the repurchase of $21.0 million of its 7% Notes.

In the second quarter of 2016, the Company recorded a gain on early extinguishment of debt of $46.1 million, related to the exchange offer where by approximately 80% of the Company's 11.5% Notes were exchanged for newly issued 6.000% senior

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

unsecured notes due 2024 (the "6.000% Unsecured Notes"). Additionally, $1.2 million of gain on early extinguishment of debt related to $4.2 million exchanged by affiliated noteholders was recorded as a component of paid-in capital.

In the second quarter of 2016, the Company recorded a gain on early extinguishment of debt of $5.4 million related to the repurchase of $16.5 million of its 7% Notes. Additionally, during the second quarter of 2016, in connection with Amendment No. 4 to the Company's ABL Facility, the Company recorded a loss on early extinguishment of debt of $0.2 million.

In the first quarter of 2016, the Company recorded a gain on early extinguishment of debt of $16.5 million related to the repurchase of $34.5 million of its 7% Notes. Additionally, the Company recorded a gain on early extinguishment of debt of $5.1 million related to the repurchase of $10.0 million of its 11.5% Notes.

7. Commitments and Contingencies

The Company is party to various legal actions that are ordinary and incidental to its business. While the outcome of pending legal actions cannot be predicted with certainty, the Company believes the outcome of these various proceedings will not have a material effect on the Company’s financial statements.

~~CENVEO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

In the second quarter of 2016, the Company reached confidential agreements to settle controversies and disputes in connection with certain product warranty litigations. Total expenses related to the litigation and associated accruals, recognized in selling, general and administrative expenses in the condensed consolidated statement of operations was $1.5 million in the nine months ended October 1, 2016. The Company did not have a similar settlement or related expense during the three and nine months ended September 30, 2017.

The Company is involved in certain environmental matters and has been designated as a potentially responsible party for certain hazardous waste sites. There have been no material changes related to these environmental matters and, based on information currently available, the Company believes that remediation of these environmental matters will not have a material effect on the Company’s financial statements.

The Company’s income, sales and use, and other tax returns are routinely subject to audit by various authorities. The Company is currently under audit related to unclaimed property, which is being led by the state of Delaware and includes other states as well. The Company believes that the resolution of any matters raised during such audits may not have a material effect on the Company’s consolidated financial position or its results of operations.

The Company participates in a number of multi-employer pension plans for union employees and is exposed to significant risks and uncertainties arising from its participation in these multi-employer pension plans. These risks and uncertainties, including changes in future contributions due to partial or full withdrawal of the Company and other participating employers from these multi-employer pension plans, could significantly increase the Company’s future contributions or the underfunded status of these multi-employer pension plans. Two of the multi-employer pension plans are in mass withdrawal status. While it is not possible to quantify the potential impact of future actions of the Company or other participating employers in these multi-employer pension plans, continued participation in or withdrawal from these multi-employer pension plans could have a material effect on the Company’s financial statements.

8. Fair Value Measurements

Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or nonrecurring basis. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. There were no assets or liabilities recorded at fair value on a recurring basis as of September 30, 2017.

Assets and liabilities measured at fair value on a nonrecurring basis relate primarily to the Company's tangible fixed assets, goodwill and other intangible assets, which are remeasured when the implied fair value is below carrying value on the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded within operating income in the statement of operations. Refer to Note 2 for further information associated with the impairment of certain assets of discontinued operations. Refer to Note 5 for further information associated with the impairment of certain indefinite lived trade name intangible assets. There were no additional assets or liabilities recorded at fair value on a nonrecurring basis as of ~~April 1,~~September 30, 2017.

On an annual basis, the Company records its pension plan assets at fair value. No additional assets or liabilities were recorded at fair value on a recurring or nonrecurring basis as of December 31, 2016.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, net, long-term debt and accounts payable. The carrying values of cash and cash equivalents, accounts receivable, net, and accounts payable are reasonable estimates of their fair values as of ~~April 1,~~September 30, 2017, and December 31, 2016, due to the short-term nature of these instruments. See Note 6 for fair value of the Company’s long-term debt. Additionally, the Company records the assets acquired and liabilities assumed in its acquisitions at fair value.

The Company recorded an income tax benefit of $0.9 million and $6.7 million during the three and nine months ended September 30, 2017, respectively, and recorded income tax expense of $1.0 million and $4.1 million during the three and nine months ended October 1, 2016, respectively.

During the first nine months of 2017, the Company reversed the valuation allowance related to its Alternative Minimum Tax ("AMT") credit carryforward in the amount of $6.0 million. This reversal is based upon the Company’s ability to receive, as a refundable tax credit, a portion of its AMT credit carryforward, without regard to any, or the level of, taxable income generated in our tax returns to be filed for the years 2016 through 2019. As a result of this analysis, the Company concluded that $6.0 million of its $6.5 million available AMT credit carryforward is more likely than not to be realized as a result of federal tax elections that are available to the Company now through 2019, $2.7 million of which is expected to be realized with the Company’s 2016 federal income tax return filing completed during the third quarter of 2017.

10. Retirement Plans

The components of the net periodic expense for the Company’s pension plans, supplemental executive retirement plans ("SERP") and other postretirement benefit plans ("OPEB") are as follows (in thousands):

Interest cost on the projected benefit obligation includes $0.2 million related to the Company’s SERP and OPEB plans in each of the three months ended September 30, 2017, and October 1, 2016, and $0.5 million for each of the nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016.

For the ~~three~~nine months ended ~~April 1,~~September 30, 2017, the Company made total contributions of $~~0.3~~7.0 million to its pension, SERP and OPEB plans. The Company expects to contribute approximately $~~9.0~~2.3 million to its pension, SERP and OPEB plans, for the remainder of 2017.

~~CENVEO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~10.~~11. Stock-Based Compensation

On April 27, 2017, the Company's shareholders approved the 2017 Long-Term Equity Incentive Plan, which authorizes the issuance of up to 400,000 shares of the Company’s common stock. Any unused shares previously authorized under prior plans that have not been issued were not carried forward into the 2017 Long-Term Equity Incentive Plan.

Total stock-based compensation expense recognized in selling, general and administrative expenses in the Company’s statements of operations was $0.2 million ~~and $0.6 million~~ for each of the three months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016, and $0.6 million and $1.2 million for the nine months ended September 30, 2017, and October 1, 2016, respectively.

As of ~~April 1,~~September 30, 2017, there was approximately $~~1.1~~1.0 million of total unrecognized compensation cost related to unvested stock-based compensation grants, which is expected to be amortized over a weighted average period of ~~2.0~~1.5 years.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock Options

A summary of the Company’s outstanding stock options as of and for the ~~three~~nine months ended ~~April 1,~~September 30, 2017, is as follows:


	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (in thousands)		Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2016	129,365		$	26.31	2.9	$	—	129,365		$	26.31	2.9	$	—
Granted	—		—					—		—
Exercised	—		—			$	—	—		—			$	—
Forfeited/expired	(40,620	)	43.27					(49,994	)	38.73
Outstanding at April 1, 2017	88,745		$	18.55	3.8	$	—
Exercisable at April 1, 2017	30,313		$	17.96	3.4	$	—
Outstanding at September 30, 2017								79,371		$	7.08	3.3	$	—
Exercisable at September 30, 2017								47,508		$	7.23	3.0	$	—

A summary of the Company’s non-vested RSUs as of and for the ~~three~~nine months ended ~~April 1,~~September 30, 2017, is as follows:

The total fair value of RSUs which vested during the three and nine months ended September 30, 2017, was $0.1 million and $0.3 million, respectively.

On July 27, 2017, a total of 45,608 RSUs, which vest one year from the date of issuance, were issued to the independent members of the Company's Board of Directors. The fair value of these awards was determined based on the Company's stock price on the date of issuance.

~~11.~~12. Restructuring and Other Charges

The Company currently has two active cost savings, restructuring and integration plans, which are related to the implementation of cost savings initiatives focused on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities (the "2017 Plan," and the "2016 Plan"). Each plan is primarily associated with a specific fiscal year of the planned cost actions.

During 2016, the Company began implementing the 2017 Plan and continued activity under the 2016 Plan. The Company is still contemplating additional cost actions that would be associated with the 2017 Plan. The Company expects to be substantially complete ~~with~~ the 2016 Plan and the 2017 Plan in the 2017 fiscal year and the 2018 fiscal year, respectively. The Company currently has certain residual actions associated with finalizing prior restructuring and acquisition plans (the "Residual Plans"). As a result of these cost savings actions over the last several years, the Company has closed or consolidated a significant amount of manufacturing facilities and has had a significant number of headcount reductions. During the first nine months of 2017, the Company announced the closure of one envelope facility and one print facility.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company does not anticipate any significant future expenses related to the Residual Plans other than modifications to current assumptions for lease terminations, multi-employer pension withdrawal liabilities and ongoing expenses related to maintaining restructured assets.

The following tables present the details of the expenses (benefits) recognized as a result of these plans.

Restructuring and other charges for the three months ended ~~April 1,~~September 30, 2017, were as follows (in thousands):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other charges for the nine months ended September 30, 2017, were as follows (in thousands):



		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses		Multi-employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses			Total
Envelope
	2017 Plan	$	377		$	231		$	26	$	81	$	—	$	33		$	748
	2016 Plan	(33		)	(2		)	—		—		—		—			(35		)
	Residual Plans	—			—			—		—		—		27			27
Total Envelope		344			229			26		81		—		60			740
Print
	2017 Plan	166			1,061			387		38		4,933		1,153			7,738
	Residual Plans	—			—			—		25		764		52			841
	Asset Impairments	—			6,200			—		—		—		—			6,200
Total Print		166			7,261			387		63		5,697		1,205			14,779
Label
	2017 Plan	478			93			15		1,130		—		23			1,739
	2016 Plan	(17		)	—			—		—		—		—			(17		)
	Residual Plans	(196		)	—			—		—		—		(5		)	(201		)
	Asset Impairments	—			1,500			—		—		—		—			1,500
Total Label		265			1,593			15		1,130		—		18			3,021
Corporate
	2017 Plan	1,422			—			—		—		—		73			1,495
	2016 Plan	5			—			—		—		—		—			5
Total Corporate		1,427			—			—		—		—		73			1,500
Total Restructuring and Other Charges		$	2,202		$	9,083		$	428	$	1,274	$	5,697	$	1,356		$	20,040

Restructuring and other charges for the three months ended October 1, 2016, were as follows (in thousands):



		Employee Separation Costs			Asset Charges Net of Gain on Sale		Equipment Moving Expenses		Lease Termination Expenses		Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses			Total
Envelope
	2016 Plan	$	384		$	—	$	—	$	—	$	—	$	—		$	384
	Residual Plans	—			—		—		—		—		24			24
Total Envelope		384			—		—		—		—		24			408
Print
	2016 Plan	92			—		—		—		—		—			92
	Residual Plans	—			—		—		—		203		182			385
Total Print		92			—		—		—		203		182			477
Label
	2016 Plan	158			—		—		—		—		4			162
	Residual Plans	(45		)	—		—		—		—		(81		)	(126		)
Total Label		113			—		—		—		—		(77		)	36
Corporate
	2016 Plan	1,448			—		—		—		—		—			1,448
	Residual Plans	(54		)	—		—		—		—		11			(43		)
Total Corporate		1,394			—		—		—		—		11			1,405
Total Restructuring and Other Charges		$	1,983		$	—	$	—	$	—	$	203	$	140		$	2,326

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other charges for the ~~three~~nine months ended ~~April 2,~~October 1, 2016, were as follows (in thousands):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of the activity related to the restructuring liabilities for all the cost savings, restructuring and integration initiatives were as follows (in thousands):

As of ~~April 1,~~September 30, 2017, the total restructuring liability was ~~$24.1~~$23.3 million, of which ~~$4.5~~$4.0 million is included in other current liabilities and ~~$19.6~~$19.3 million is included in other liabilities in the Company's condensed consolidated balance ~~sheet.~~sheets.

~~12.~~13. Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in the balances of each component of accumulated other comprehensive income (loss) ("AOCI"), net of tax (in thousands):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reclassifications from AOCI

~~13.~~14. Income (Loss) per Share

On July 8, 2016, the Company announced a Reverse Stock Split of its Common Stock at a ratio of 1-for-8, effective July 13, 2016. The Common Stock began trading on a split-adjusted basis on July 14, 2016. As a result of the Reverse Stock Split, each eight pre-split shares of Common Stock outstanding were automatically combined into one new share of Common Stock without any action on the part of the respective holders. The Reverse Stock Split also applied to Common Stock issuable upon the exchange of the Company’s outstanding 7% Notes and upon the exercise of the Company’s outstanding warrants and Equity Awards. The share and per share amounts below have been retroactively adjusted to give recognition to the Reverse Stock Split for all periods presented.

Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if the Equity Awards to issue Common Stock were exercised. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 7% Notes and outstanding warrants being exchanged for Common Stock. Under this method, interest expense, net of tax, if any, associated with the 7% Notes, ~~net of tax, if any,~~up through redemption, is added back to income from continuing operations and the shares outstanding are increased by the underlying 7% Notes equivalent.

As of ~~April 1,~~September 30, 2017, the effect of approximately ~~170,000~~81,000 shares related to the exchange of the 7% Notes for Common Stock were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

As of ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016, the effect of approximately ~~170,000~~158,000 and ~~363,000~~218,000 shares, respectively, related to the issuance of Common Stock upon exercise of Equity Awards were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

As of ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016, the effect of approximately 1.7 million ~~and zero~~ shares, ~~respectively,~~ related to the issuance of Common Stock upon exercise of warrants were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the computation of basic and diluted (loss) income ~~(loss)~~ per share for the three and nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016 (in thousands, except per share data):

~~14.~~15. Segment Information

The Company operates three operating and reportable segments: envelope, print and label. The envelope segment provides direct mail offerings and transactional and stock envelopes. The print segment provides a wide array of print offerings such as high-end printed materials including car brochures, advertising literature, corporate identity and brand marketing material, digital printing and content management. The label segment specializes in the design, manufacturing and printing of labels such as custom labels, overnight packaging labels and pressure-sensitive prescription labels.

Operating income (loss) of each segment includes all costs and expenses directly related to the segment's operations. Corporate expenses include corporate general and administrative expenses including stock-based compensation.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Corporate identifiable assets primarily consist of cash and cash equivalents, miscellaneous receivables, deferred financing fees, deferred tax assets and other assets.

The following tables present certain segment information (in thousands):

~~CENVEO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~



	For the Three Months Ended						For the Nine Months Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Net sales:
Envelope	$	156,478		$	183,198		$	483,941		$	554,331
Print	109,411			127,839			327,002			380,809
Label	63,622			71,638			199,907			227,763
Total	$	329,511		$	382,675		$	1,010,850		$	1,162,903
Operating income (loss):
Envelope	$	7,699		$	16,118		$	33,834		$	44,058
Print	(3,327		)	5,446			(6,388		)	10,756
Label	4,038			6,764			19,759			23,373
Corporate	(8,904		)	(8,169		)	(24,618		)	(26,276		)
Total	$	(494	)	$	20,159		$	22,587		$	51,911
Restructuring and other charges:
Envelope	$	600		$	408		$	740		$	1,114
Print	6,613			477			14,779			1,319
Label	2,168			36			3,021			4,132
Corporate	644			1,405			1,500			1,631
Total	$	10,025		$	2,326		$	20,040		$	8,196
Depreciation and intangible asset amortization:
Envelope	$	4,423		$	4,271		$	13,034		$	12,954
Print	4,568			4,443			13,734			13,505
Label	1,759			1,572			5,211			5,360
Corporate	933			957			2,592			2,381
Total	$	11,683		$	11,243		$	34,571		$	34,200
Intercompany sales:
Envelope	$	860		$	1,840		$	3,651		$	5,217
Print	4,520			5,674			14,744			15,939
Label	653			716			1,813			2,306
Total	$	6,033		$	8,230		$	20,208		$	23,462

April 1,
2017 December 31,
2016
Total assets:
Envelope $ 391,553
$ 403,157
Print 233,835
256,888
Label 213,964
216,627
Corporate 33,854
36,287
Total $ 873,206
$ 912,959

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~15.~~16. Condensed Consolidating Financial Information

Cenveo, Inc. is a holding company (the "Parent Company"), which is the ultimate parent of all Cenveo subsidiaries. The Parent Company’s wholly-owned subsidiary, Cenveo Corporation (the "Subsidiary Issuer"), issued the 6.000% senior priority secured notes due 2019, the 8.500% junior priority secured notes due 2022, the 6.000% ~~senior unsecured notes due 2024,~~Unsecured Notes, the 7% Notes, the 11.5% Notes and the 4% senior secured notes (collectively, the "Subsidiary Issuer Notes"), which are fully and unconditionally guaranteed, on a joint and several basis, by the Parent Company and substantially all of its wholly-owned domestic subsidiaries, other than the Subsidiary Issuer (the "Guarantor Subsidiaries").

Presented below is condensed consolidating financial information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Parent Company's subsidiaries other than the Subsidiary Issuer and the Guarantor Subsidiaries (the "Non-Guarantor Subsidiaries") as of ~~April 1,~~September 30, 2017, and December 31, 2016, and for the three and nine months ended ~~April 1,~~September 30, 2017, and ~~April 2,~~October 1, 2016. The condensed consolidating financial information has been presented to show the financial position, results of operations and cash flows of the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, assuming the guarantee structure of the Subsidiary Issuer Notes was in effect at the beginning of the periods presented.

The supplemental condensed consolidating financial information reflects the investments of the Parent Company in the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting. The Parent Company’s primary transactions with its subsidiaries, other than the investment account and related equity in net income (loss) of subsidiaries, are the intercompany payables and receivables between its subsidiaries.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the three months ended April 1, 2017

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the three months ended September 30, 2017

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the three months ended September 30, 2017

Other comprehensive income (loss):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended April 1, 2017
(in thousands)
Parent
Company Subsidiary
Issuer Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities $ 238
$ (21,658 ) $ 14,973
$ 66
$ —
$ (6,381 )
Cash flows from investing activities:

Capital expenditures —
(5,679 ) (2,321 ) (223 ) —
(8,223 )
Proceeds from sale of property, plant and equipment —
744
—
—
—
744
Net cash used in investing activities —
(4,935 ) (2,321 ) (223 ) —
(7,479 )
Cash flows from financing activities:

Payment of financing-related costs and expenses and debt issuance discounts —
(165 ) —
—
—
(165 )
Repayments of other long-term debt —
(2,198 ) 808
—
—
(1,390 )
Repayment of 11.5% senior notes due 2017 —
(20,465 ) —
—
—
(20,465 )
Borrowings under ABL Facility due 2021 —
125,200
—
—
—
125,200
Repayments under ABL Facility due 2021 —
(91,200 ) —
—
—
(91,200 )
Intercompany advances (238 ) 14,232
(13,604 ) (390 ) —
—
Net cash (used in) provided by financing activities (238 ) 25,404
(12,796 ) (390 ) —
11,980
Effect of exchange rate changes on cash and cash equivalents —
—
209
—
—
209
Net (decrease) increase in cash and cash equivalents —
(1,189 ) 65
(547 ) —
(1,671 )
Cash and cash equivalents at beginning of period —
4,678
—
854
—
5,532
Cash and cash equivalents at end of period $ —
$ 3,489
$ 65
$ 307
$ —
$ 3,861

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the nine months ended September 30, 2017 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	492,942		$	515,754		$	2,154	$	—		$	1,010,850
Cost of sales	—			401,358			439,638			—		—			840,996
Selling, general and administrative expenses	—			75,583			47,177			637		—			123,397
Amortization of intangible assets	—			280			3,337			213		—			3,830
Restructuring and other charges	—			9,881			10,159			—		—			20,040
Operating income (loss)	—			5,840			15,443			1,304		—			22,587
Interest expense, net	—			57,799			345			—		—			58,144
Intercompany interest (income) expense	—			(886		)	886			—		—			—
Loss on early extinguishment of debt, net	—			146			—			—		—			146
Other expense (income), net	—			464			(604		)	63		—			(77		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(51,683		)	14,816			1,241		—			(35,626		)
Income tax (benefit) expense	—			(4,546		)	(2,586		)	428		—			(6,704		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(47,137		)	17,402			813		—			(28,922		)
Equity in (loss) income of subsidiaries	(38,593		)	18,215			813			—		19,565			—
(Loss) income from continuing operations	(38,593		)	(28,922		)	18,215			813		19,565			(28,922		)
(Loss) income from discontinued operations, net of taxes	—			(9,671		)	—			—		—			(9,671		)
Net (loss) income	(38,593		)	(38,593		)	18,215			813		19,565			(38,593		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	8,264			682			649			—		(9,595		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			7,582			272			—		—			7,854
Currency translation adjustment, net	—			—			(239		)	649		—			410
Total other comprehensive income (loss)	8,264			8,264			682			649		(9,595		)	8,264
Comprehensive (loss) income	$	(30,329	)	$	(30,329	)	$	18,897		$	1,462	$	9,970		$	(30,329	)

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2016
(in thousands)
Parent
Company Subsidiary
Issuer Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Eliminations Consolidated
Assets
Current assets:
Cash and cash equivalents $ —
$ 4,678
$ —
$ 854
$ —
$ 5,532
Accounts receivable, net —
131,770
102,417
—
—
234,187
Inventories, net —
62,179
39,771
—
—
101,950
Intercompany receivable —
—
1,783,858
—
(1,783,858 ) —
Notes receivable from subsidiaries —
36,938
3,245
—
(40,183 ) —
Prepaid and other current assets —
35,659
4,789
1,128
—
41,576
Total current assets —
271,224
1,934,080
1,982
(1,824,041 ) 383,245

Investment in subsidiaries (589,157 ) 2,112,403
4,173
7,829
(1,535,248 ) —
Property, plant and equipment, net —
108,395
98,255
1,029
—
207,679
Goodwill —
49,170
121,181
4,858
—
175,209
Other intangible assets, net —
9,770
114,914
147
—
124,831
Other assets, net —
18,317
3,100
1,694
(1,116 ) 21,995
Total assets $ (589,157 ) $ 2,569,279
$ 2,275,703
$ 17,539
$ (3,360,405 ) $ 912,959

Liabilities and Shareholders’ (Deficit) Equity

Current liabilities:

Current maturities of long-term debt $ —
$ 30,709
$ 1,018
$ —
$ —
$ 31,727
Accounts payable —
114,533
61,098
265
—
175,896
Accrued compensation and related liabilities —
19,245
4,699
740
—
24,684
Other current liabilities —
70,118
11,962
819
—
82,899
Intercompany payable —
1,783,390
—
468
(1,783,858 ) —
Notes payable to issuer —
—
36,938
3,245
(40,183 ) —
Total current liabilities —
2,017,995
115,715
5,537
(1,824,041 ) 315,206

Long-term debt —
984,833
2,106
—
—
986,939
Other liabilities —
155,608
45,479
—
(1,116 ) 199,971
Shareholders’ (deficit) equity (589,157 ) (589,157 ) 2,112,403
12,002
(1,535,248 ) (589,157 )
Total liabilities and shareholders’ (deficit) equity $ (589,157 ) $ 2,569,279
$ 2,275,703
$ 17,539
$ (3,360,405 ) $ 912,959

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	619		$	(34,202	)	$	26,349		$	1,070		$	—	$	(6,164	)
Net cash used in operating activities of discontinued operations	—			(3,447		)	—			—			—		(3,447		)
Net cash provided by (used in) operating activities	619			(37,649		)	26,349			1,070			—		(9,611		)
Cash flows from investing activities:
Capital expenditures	—			(11,391		)	(7,849		)	(682		)	—		(19,922		)
Proceeds from sale of property, plant and equipment	—			1,265			—			—			—		1,265
Premiums for company owned life insurance policies, net	—			(410		)	—			—			—		(410		)
Net cash used in investing activities of continuing operations	—			(10,536		)	(7,849		)	(682		)	—		(19,067		)
Net cash used in investing activities of discontinued operations	—			(201		)	—			—			—		(201		)
Net cash used in investing activities	—			(10,737		)	(7,849		)	(682		)	—		(19,268		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(398		)	—			—			—		(398		)
Proceeds from issuance of other long-term debt	—			11,646			—			—			—		11,646
Repayments of other long-term debt	—			(7,827		)	3,071			—			—		(4,756		)
Repayment of 11.5% senior notes due 2017	—			(20,465		)	—			—			—		(20,465		)
Repayment of 7% senior exchangeable notes due 2017	—			(5,493		)	—			—			—		(5,493		)
Purchase and retirement of common stock upon vesting of RSUs	(55		)	—			—			—			—		(55		)
Borrowings under ABL Facility due 2021	—			311,054			—			—			—		311,054
Repayments under ABL Facility due 2021	—			(261,966		)	—			—			—		(261,966		)
Intercompany advances	(564		)	22,962			(21,657		)	(741		)	—		—
Net cash (used in) provided by financing activities	(619		)	49,513			(18,586		)	(741		)	—		29,567
Effect of exchange rate changes on cash and cash equivalents	—			—			86			—			—		86
Net increase (decrease) in cash and cash equivalents	—			1,127			—			(353		)	—		774
Cash and cash equivalents at beginning of period	—			4,678			—			854			—		5,532
Cash and cash equivalents at end of period	$	—		$	5,805		$	—		$	501		$	—	$	6,306

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
For the three months ended April 2, 2016
(in thousands)
Parent
Company Subsidiary
Issuer Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Eliminations Consolidated
Net sales $ —
$ 231,098
$ 201,478
$ 185
$ —
$ 432,761
Cost of sales —
203,331
158,580
—
—
361,911
Selling, general and administrative expenses —
29,275
17,782
182
—
47,239
Amortization of intangible assets —
152
1,344
111
—
1,607
Restructuring and other charges —
3,018
1,972
—
—
4,990
Operating (loss) income —
(4,678 ) 21,800
(108 ) —
17,014
Interest expense, net —
24,048
47
—
—
24,095
Intercompany interest (income) expense —
(245 ) 245
—
—
—
Gain on early extinguishment of debt, net —
(21,613 ) —
—
—
(21,613 )
Other expense (income), net —
600
14
(60 ) —
554
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries —
(7,468 ) 21,494
(48 ) —
13,978
Income tax expense (benefit) —
850
122
(14 ) —
958
(Loss) income from continuing operations before equity in income (loss) of subsidiaries —
(8,318 ) 21,372
(34 ) —
13,020
Equity in income (loss) of subsidiaries 11,203
21,798
1,643
—
(34,644 ) —
Income (loss) from continuing operations 11,203
13,480
23,015
(34 ) (34,644 ) 13,020
(Loss) income from discontinued operations, net of taxes —
(2,277 ) (1,217 ) 1,677
—
(1,817 )
Net income (loss) 11,203
11,203
21,798
1,643
(34,644 ) 11,203
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries 4,222
2,109
177
—
(6,508 ) —
Changes in pension and other employee benefit accounts, net of taxes —
2,113
367
—
—
2,480
Currency translation adjustment, net —
—
1,565
177
—
1,742
Total other comprehensive income (loss) 4,222
4,222
2,109
177
(6,508 ) 4,222
Comprehensive income (loss) $ 15,425
$ 15,425
$ 23,907
$ 1,820
$ (41,152 ) $ 15,425

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4,678		$	—	$	854	$	—		$	5,532
Accounts receivable, net	—			94,572			102,417		—		—			196,989
Inventories, net	—			40,996			39,771		—		—			80,767
Intercompany receivable	—			—			1,783,858		—		(1,783,858		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			34,771			4,789		1,128		—			40,688
Assets of discontinued operations - current	—			59,269			—		—		—			59,269
Total current assets	—			271,224			1,934,080		1,982		(1,824,041		)	383,245

Investment in subsidiaries	(589,157		)	2,112,403			4,173		7,829		(1,535,248		)	—
Property, plant and equipment, net	—			99,628			98,255		1,029		—			198,912
Goodwill	—			47,370			121,181		4,858		—			173,409
Other intangible assets, net	—			4,702			114,914		147		—			119,763
Other assets, net	—			18,208			3,100		1,694		(1,116		)	21,886
Assets of discontinued operations - long-term	—			15,744			—		—		—			15,744
Total assets	$	(589,157	)	$	2,569,279		$	2,275,703	$	17,539	$	(3,360,405	)	$	912,959

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	30,709		$	1,018	$	—	$	—		$	31,727
Accounts payable	—			104,667			61,098		265		—			166,030
Accrued compensation and related liabilities	—			18,470			4,699		740		—			23,909
Other current liabilities	—			54,119			11,962		819		—			66,900
Liabilities of discontinued operations - current	—			26,640			—		—		—			26,640
Intercompany payable	—			1,783,390			—		468		(1,783,858		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			2,017,995			115,715		5,537		(1,824,041		)	315,206

Long-term debt	—			984,833			2,106		—		—			986,939
Other liabilities	—			155,484			45,479		—		(1,116		)	199,847
Liabilities of discontinued operations - long-term	—			124			—		—		—			124
Shareholders’ (deficit) equity	(589,157		)	(589,157		)	2,112,403		12,002		(1,535,248		)	(589,157		)
Total liabilities and shareholders’ (deficit) equity	$	(589,157	)	$	2,569,279		$	2,275,703	$	17,539	$	(3,360,405	)	$	912,959

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended April 2, 2016
(in thousands)
Parent
Company Subsidiary
Issuer Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations $ 591
$ (38,486 ) $ 24,938
$ 1,523
$ —
$ (11,434 )
Net cash used in operating activities of discontinued operations —
—
(8,135 ) (438 ) —
(8,573 )
Net cash provided by (used in) operating activities 591
(38,486 ) 16,803
1,085
—
(20,007 )
Cash flows from investing activities:

Capital expenditures —
(3,923 ) (3,146 ) (88 ) —
(7,157 )
Proceeds from sale of property, plant and equipment —
5
—
—
—
5
Net cash used in investing activities of continuing operations —
(3,918 ) (3,146 ) (88 ) —
(7,152 )
Net cash provided by investing activities of discontinued operations —
—
87,415
7,145
—
94,560
Net cash (used in) provided by investing activities —
(3,918 ) 84,269
7,057
—
87,408
Cash flows from financing activities:

Repayments of other long-term debt —
(1,766 ) 52
—
—
(1,714 )
Repayment of 11.5% senior notes due 2017 —
(4,725 ) —
—
—
(4,725 )
Repayment of 7% senior exchangeable notes due 2017 —
(17,680 ) —
—
—
(17,680 )
Borrowings under ABL Facility due 2021 —
141,000
—
—
—
141,000
Repayments under ABL Facility due 2021 —
(186,200 ) —
—
—
(186,200 )
Intercompany advances (591 ) 112,548
(103,970 ) (7,987 ) —
—
Net cash (used in) provided by financing activities of continuing operations (591 ) 43,177
(103,918 ) (7,987 ) —
(69,319 )
Net cash used in financing activities of discontinued operations —
—
(8 ) —
—
(8 )
Net cash (used in) provided by financing activities (591 ) 43,177
(103,926 ) (7,987 ) —
(69,327 )
Effect of exchange rate changes on cash and cash equivalents —
—
316
7
—
323
Net increase (decrease) in cash and cash equivalents —
773
(2,538 ) 162
—
(1,603 )
Cash and cash equivalents at beginning of period —
5,558
3,006
1,992
—
10,556
Cash and cash equivalents at end of period $ —
$ 6,331
$ 468
$ 2,154
$ —
$ 8,953

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the three months ended October 1, 2016 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—	$	188,245		$	193,945		$	485	$	—		$	382,675
Cost of sales	—		163,516			151,267			—		—			314,783
Selling, general and administrative expenses	—		26,377			17,526			179		—			44,082
Amortization of intangible assets	—		98			1,116			111		—			1,325
Restructuring and other charges	—		2,493			(167		)	—		—			2,326
Operating (loss) income	—		(4,239		)	24,203			195		—			20,159
Interest expense, net	—		20,272			46			—		—			20,318
Intercompany interest (income) expense	—		(249		)	249			—		—			—
Gain on early extinguishment of debt, net	—		(7,442		)	—			—		—			(7,442		)
Other (income) expense, net	—		(1,905		)	100			42		—			(1,763		)
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		(14,915		)	23,808			153		—			9,046
Income tax expense	—		774			160			53		—			987
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—		(15,689		)	23,648			100		—			8,059
Equity in income (loss) of subsidiaries	9,431		24,927			163			—		(34,521		)	—
Income (loss) from continuing operations	9,431		9,238			23,811			100		(34,521		)	8,059
Income (loss) from discontinued operations, net of taxes	—		193			1,116			63		—			1,372
Net income (loss)	9,431		9,431			24,927			163		(34,521		)	9,431
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	3,064		363			213			—		(3,640		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		2,701			(194		)	—		—			2,507
Currency translation adjustment, net	—		—			344			213		—			557
Total other comprehensive income (loss)	3,064		3,064			363			213		(3,640		)	3,064
Comprehensive income (loss)	$	12,495	$	12,495		$	25,290		$	376	$	(38,161	)	$	12,495

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the nine months ended October 1, 2016 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	574,496		$	587,116		$	1,291		$	—		$	1,162,903
Cost of sales	—		508,140			457,413			—			—			965,553
Selling, general and administrative expenses	—		80,738			51,747			557			—			133,042
Amortization of intangible assets	—		292			3,576			333			—			4,201
Restructuring and other charges	—		6,270			1,926			—			—			8,196
Operating (loss) income	—		(20,944		)	72,454			401			—			51,911
Interest expense, net	—		65,779			146			—			—			65,925
Intercompany interest (income) expense	—		(740		)	740			—			—			—
Gain on early extinguishment of debt, net	—		(80,328		)	—			—			—			(80,328		)
Other income, net	—		(945		)	(1,848		)	(100		)	—			(2,893		)
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		(4,710		)	73,416			501			—			69,207
Income tax expense	—		2,827			402			831			—			4,060
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—		(7,537		)	73,014			(330		)	—			65,147
Equity in income (loss) of subsidiaries	68,190		70,889			715			—			(139,794		)	—
Income (loss) from continuing operations	68,190		63,352			73,729			(330		)	(139,794		)	65,147
Income (loss) from discontinued operations, net of taxes	—		4,838			(2,840		)	1,045			—			3,043
Net income (loss)	68,190		68,190			70,889			715			(139,794		)	68,190
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	9,609		2,401			140			—			(12,150		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		7,208			259			—			—			7,467
Currency translation adjustment, net	—		—			2,002			140			—			2,142
Total other comprehensive income (loss)	9,609		9,609			2,401			140			(12,150		)	9,609
Comprehensive income (loss)	$	77,799	$	77,799		$	73,290		$	855		$	(151,944	)	$	77,799

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended October 1, 2016 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,230		$	(91,850	)	$	92,403		$	1,496		$	—	$	3,279
Net cash provided by (used in) operating activities of discontinued operations	—			12,586			(10,072		)	(438		)	—		2,076
Net cash provided by (used in) operating activities	1,230			(79,264		)	82,331			1,058			—		5,355
Cash flows from investing activities:
Capital expenditures	—			(12,262		)	(16,255		)	(601		)	—		(29,118		)
Proceeds from sale of property, plant and equipment	—			8,131			141			—			—		8,272
Premiums for company owned life insurance policies, net	—			(245		)	—			—			—		(245		)
Proceeds from sale of assets	—			—			2,000			—			—		2,000
Net cash used in investing activities of continuing operations	—			(4,376		)	(14,114		)	(601		)	—		(19,091		)
Net cash (used in) provided by investing activities of discontinued operations	—			(2,055		)	87,877			6,487			—		92,309
Net cash (used in) provided by investing activities	—			(6,431		)	73,763			5,886			—		73,218
Cash flows from financing activities:
Proceeds from issuance of 4% secured notes due 2021	—			50,000			—			—			—		50,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(12,182		)	—			—			—		(12,182		)
Repayments of other long-term debt	—			(4,136		)	21			—			—		(4,115		)
Repayment of 11.5% senior notes due 2017	—			(4,725		)	—			—			—		(4,725		)
Repayment of 7% senior exchangeable notes due 2017	—			(40,207		)	—			—			—		(40,207		)
Purchase and retirement of common stock upon vesting of RSUs	(341		)	—			—			—			—		(341		)
Borrowings under ABL Facility due 2021	—			368,600			—			—			—		368,600
Repayments under ABL Facility due 2021	—			(441,700		)	—			—			—		(441,700		)
Intercompany advances	(889		)	169,051			(159,218		)	(8,944		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(1,230		)	84,701			(159,197		)	(8,944		)	—		(84,670		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(1,230		)	84,701			(159,205		)	(8,944		)	—		(84,678		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			127			—		443
Net decrease in cash and cash equivalents	—			(994		)	(2,795		)	(1,873		)	—		(5,662		)
Cash and cash equivalents at beginning of period	—			5,558			3,006			1,992			—		10,556
Cash and cash equivalents at end of period	$	—		$	4,564		$	211		$	119		$	—	$	4,894

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations, which we refer to as MD&A, of Cenveo, Inc. and its subsidiaries, which we refer to as Cenveo, should be read in conjunction with the accompanying condensed consolidated financial statements and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which we refer to as our 2016 Form 10-K. Item 7 of our 2016 Form 10-K describes the application of our critical accounting policies, for which there have been no significant changes as of ~~April 1,~~September 30, 2017. Cenveo, Inc. and its subsidiaries are referred to herein as "Cenveo," the "Company," "we," "our," or "us."

Forward-Looking Statements

Certain statements in this report may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of terminology such as "may," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" and similar expressions, or as other statements which do not relate solely to historical facts. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual results to differ materially from what is expressed or forecasted in these forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


	April 1, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Raw materials	$	33,415	$	32,696	$	34,798	$	27,616
Work in process	12,159		12,186		11,966		11,864
Finished goods	65,536		57,068		44,606		41,287
	$	111,110	$	101,950	$	91,370	$	80,767


	April 1, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Land and land improvements	$	8,537		$	8,537		$	8,103		$	8,080
Buildings and building improvements	82,998			82,440			78,191			77,021
Machinery and equipment	547,660			546,425			521,434			517,782
Furniture and fixtures	9,591			9,553			8,729			9,124
Construction in progress	14,607			10,885			15,468			10,634
	663,393			657,840			631,925			622,641
Accumulated depreciation	(457,497		)	(450,161		)	(440,756		)	(423,729		)
	$	205,896		$	207,679		$	191,169		$	198,912


		April 1, 2017										December 31, 2016											September 30, 2017										December 31, 2016
	Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount
Intangible assets with definite lives:
Customer relationships	6	$	114,389	$	(27,234	)	$	(61,268	)	$	25,887	$	114,287	$	(27,234	)	$	(60,014	)	$	27,039	6	$	114,374	$	(27,234	)	$	(63,464	)	$	23,676	$	114,287	$	(27,234	)	$	(60,014	)	$	27,039
Trademarks and trade names	22	64,545		(46,493		)	(9,274		)	8,778		64,533		(46,493		)	(9,138		)	8,902		20	55,765		(46,493		)	(5,646		)	3,626		55,755		(46,493		)	(5,428		)	3,834
Leasehold interest	16	4,430		—			(799		)	3,631		4,430		—			(743		)	3,687		16	4,430		—			(912		)	3,518		4,430		—			(743		)	3,687
Patents	9	3,528		—			(3,234		)	294		3,528		—			(3,225		)	303		8	1,120		—			(842		)	278		1,120		—			(817		)	303
Subtotal	11	186,892		(73,727		)	(74,575		)	38,590		186,778		(73,727		)	(73,120		)	39,931		9	175,689		(73,727		)	(70,864		)	31,098		175,592		(73,727		)	(67,002		)	34,863

Intangible assets with indefinite lives:
Trade names		84,900		—			—			84,900		84,900		—			—			84,900			84,900		(7,700		)	—			77,200		84,900		—			—			84,900
Total		$	271,792	$	(73,727	)	$	(74,575	)	$	123,490	$	271,678	$	(73,727	)	$	(73,120	)	$	124,831		$	260,589	$	(81,427	)	$	(70,864	)	$	108,298	$	260,492	$	(73,727	)	$	(67,002	)	$	119,763


	Annual Estimated Expense		Annual Estimated Expense
Remainder of 2017	$	3,915	$	1,280
2018	5,003		5,003
2019	4,885		4,885
2020	4,885		4,885
2021	4,731		4,731
2022	4,250		4,250
Thereafter	10,921		6,064
Total	$	38,590	$	31,098


	For the Three Months Ended						For the Three Months Ended						For the Nine Months Ended
	April 1, 2017			April 2, 2016			September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Service cost	$	—		$	—		$	1		$	—		$	1		$	1
Interest cost	3,271			3,545			3,305			3,555			9,847			10,645
Expected return on plan assets	(4,636		)	(4,775		)	(4,635		)	(4,775		)	(13,907		)	(14,326		)
Net amortization and deferral	1			1			2			1			4			3
Recognized net actuarial loss	2,612			2,480			2,630			2,507			7,854			7,467
Net periodic expense	$	1,248		$	1,251		$	1,303		$	1,288		$	3,799		$	3,790


	RSUs		Weighted Average Grant Date Fair Value		RSUs		Weighted Average Grant Date Fair Value
Unvested at December 31, 2016	82,964		$	16.28	82,964		$	16.28
Granted	—		—		45,608		5.92
Vested	—		—		(46,962	)	14.21
Forfeited	(1,875	)	18.03		(2,578	)	18.30
Unvested at April 1, 2017	81,089		$	16.24
Unvested at September 30, 2017					79,032		$	11.47


	Employee Separation Costs			Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses			Building Clean-up, Equipment Moving and Other Expenses			Total			Employee Separation Costs			Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses			Building Clean-up, Equipment Moving and Other Expenses			Total
2017 Plan
Balance as of December 31, 2016	$	2,000		$	—		$	—		$	—		$	2,000		$	2,000		$	—		$	—		$	—		$	2,000
Accruals, net	1,342			36			4,933			569			6,880			2,443			1,249			4,933			1,710			10,335
Payments	(996		)	(36		)	—			(569		)	(1,601		)	(2,753		)	(400		)	—			(1,710		)	(4,863		)
Balance as of April 1, 2017	$	2,346		$	—		$	4,933		$	—		$	7,279
Balance as of September 30, 2017																$	1,690		$	849		$	4,933		$	—		$	7,472

2016 Plan
Balance as of December 31, 2016	$	844		$	—		$	—		$	—		$	844		$	844		$	—		$	—		$	—		$	844
Accruals, net	(50		)	18			—			117			85			(45		)	—			—			—			(45		)
Payments	(563		)	(18		)	—			(117		)	(698		)	(799		)	—			—			—			(799		)
Balance as of April 1, 2017	$	231		$	—		$	—		$	—		$	231
Balance as of September 30, 2017																$	—		$	—		$	—		$	—		$	—

Residual Plans
Balance as of December 31, 2016	$	247		$	—		$	17,482		$	359		$	18,088		$	247		$	—		$	17,482		$	359		$	18,088
Accruals, net	(196		)	—			262			33			99			(196		)	25			764			74			667
Payments	(37		)	—			(1,211		)	(332		)	(1,580		)	(51		)	(25		)	(2,454		)	(433		)	(2,963		)
Balance as of April 1, 2017	$	14		$	—		$	16,533		$	60		$	16,607
Balance as of September 30, 2017																$	—		$	—		$	15,792		$	—		$	15,792

Total Restructuring Liability	$	2,591		$	—		$	21,466		$	60		$	24,117		$	1,690		$	849		$	20,725		$	—		$	23,264


		Foreign Currency Translation			Pension and Other Postretirement Benefits			Total				Foreign Currency Translation			Pension and Other Postretirement Benefits			Total
Balance as of December 31, 2016	Balance as of December 31, 2016	$	(5,255	)	$	(97,974	)	$	(103,229	)	Balance as of December 31, 2016	$	(5,255	)	$	(96,631	)	$	(101,886	)
	Other comprehensive loss before reclassifications	453			—			453			Other comprehensive income before reclassifications	410			—			410
	Amounts reclassified from AOCI	—			1,594			1,594			Amounts reclassified from AOCI	—			7,854			7,854
	Other comprehensive income	453			1,594			2,047			Other comprehensive income	410			7,854			8,264
Balance as of April 1, 2017		$	(4,802	)	$	(96,380	)	$	(101,182	)
Balance as of September 30, 2017											Balance as of September 30, 2017	$	(4,845	)	$	(88,777	)	$	(93,622	)


AOCI Components (in thousands)	AOCI Components (in thousands)	Amounts Reclassified from AOCI					Income Statement Line Item	AOCI Components (in thousands)	Amounts Reclassified from AOCI				Amounts Reclassified from AOCI				Income Statement Line Item
		For the Three Months Ended							For the Three Months Ended				For the Nine Months Ended
		April 1, 2017			April 2, 2016				September 30, 2017		October 1, 2016		September 30, 2017		October 1, 2016
Changes in Foreign Currency Translation	Changes in Foreign Currency Translation							Changes in Foreign Currency Translation
	Loss on foreign exchange	$	—		$	1,945	Loss from discontinued operations, net of taxes	Loss on foreign exchange	$	—	$	393	$	—	$	2,338	(Loss) income from discontinued operations, net of taxes
Changes in pension and other employee benefit accounts:	Changes in pension and other employee benefit accounts:							Changes in pension and other employee benefit accounts:
	Net actuarial losses	2,612			2,480		Cost of sales	Net actuarial losses	2,630		2,507		7,854		7,467		Cost of sales
		2,612			4,425		Total before tax		2,630		2,900		7,854		9,805		Total before tax
Taxes	Taxes	(1,018		)	—		Income tax expense (benefit)	Taxes	2,035		—		—		—		Income tax (benefit) expense
Total reclassifications for the period	Total reclassifications for the period	$	1,594		$	4,425	Net of tax	Total reclassifications for the period	$	4,665	$	2,900	$	7,854	$	9,805	Net of tax



	April 1, 2017		December 31, 2016
Total assets:
Envelope	$	391,553	$	403,157
Print	233,835		256,888
Label	213,964		216,627
Corporate	33,854		36,287
Total	$	873,206	$	912,959



Item 6. Exhibits

Exhibit Number		Description

2.1		Stock Purchase Agreement dated as of July 17, 2007, among Cenveo Corporation, Commercial Envelope Manufacturing Co. Inc. and its shareholders—incorporated by reference to Exhibit 2.1 to registrant’s current report on Form 8-K filed July 20, 2007.

3.1		Articles of Incorporation—incorporated by reference to Exhibit 3(i) of the registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 1997, filed August 14, 1997.

3.2		Articles of Amendment to the Articles of Incorporation dated May 17, 2004—incorporated by reference to Exhibit 3.2 to registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2004, filed August 2, 2004.

3.3		Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of the registrant dated April 20, 2005—incorporated by reference to Exhibit 3.1 to registrant’s current report on Form 8-K, filed April 21, 2005.

3.4		Articles of Amendment to the Articles of Incorporation dated July 13, 2016-incorporated by reference to Exhibit 3.1 to registrant’s current report on Form 8-K, filed July 15, 2016.

3.5		Bylaws as amended and restated effective March 31, 2014—incorporated by reference to Exhibit 3.2 to registrant’s current report on Form 8-K, filed April 4, 2014.

4.1		Indenture, dated as of March 28, 2012, among the Company, Cenveo Corporation, the other guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 11.5% Notes—incorporated by reference to Exhibit 4.3 to registrant's current report on Form 8-K filed March 30, 2012.

~~4.2~~		Form of Guarantee issued by the Company and the other guarantors named therein relating to the 11.5% Notes—incorporated by reference to Exhibit 4.4 to registrant's current report on Form 8-K filed March 30, 2012.

~~4.3~~		Registration Rights Agreement, dated as of March 28, 2012, among the Company, Cenveo Corporation, the other guarantors named therein and the initial purchasers named therein relating to the 11.5% Notes—incorporated by reference to Exhibit 4.7 to registrant's current report on Form 8-K filed March 30, 2012.

~~4.4~~		Indenture, dated as of March 28, 2012, by and among the Company, Cenveo Corporation, the other guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7% Notes—incorporated by reference to Exhibit 4.5 to registrant's current report on Form 8-K filed March 30, 2012.

~~4.5~~		Form of Guarantee issued by the Company and the other guarantors named therein relating to the 7% Notes—incorporated by reference to Exhibit 4.6 to registrant's current report on Form 8-K filed March 30, 2012.

~~4.6~~		Indenture, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein and The Bank of New York Mellon, as Trustee and Collateral Agent, relating to the 6.000% Senior Priority Secured Notes due 2019--incorporated by reference to Exhibit 4.1 to registrant's current report on Form 8-K filed July 1, 2014.

~~4.7~~4.2		Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 6.000% Senior Priority Secured Notes due 2019--incorporated by reference to Exhibit 4.2 to registrant's current report on Form 8-K filed July 1, 2014.

~~4.8~~4.3		Indenture, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein and The Bank of New York Mellon, as Trustee and Collateral Agent, relating to the 8.500% Junior Priority Secured Notes due 2022--incorporated by reference to Exhibit 4.3 to registrant's current report on Form 8-K filed July 1, 2014.

~~4.9~~4.4		Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 8.500% Junior Priority Secured Notes due 2022--incorporated by reference to Exhibit 4.4 to registrant's current report on Form 8-K filed July 1, 2014.

~~4.10~~4.5		Intercreditor Agreement, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein, Bank of America, N.A., as ABL Agent, and The Bank of New York Mellon, as Collateral Agent with respect to the 6.000% Senior Priority Notes due 2019--incorporated by reference to Exhibit 4.5 to registrant's current report on Form 8-K filed July 1, 2014.



~~Item 6. Exhibits~~
~~4.11~~4.6		Intercreditor Agreement, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein, Bank of America, N.A., as ABL Agent, The Bank of New York Mellon, as Collateral Agent with respect to the 6.000% Senior Priority Notes due 2019, and The Bank of New York Mellon, as Collateral Agent with respect to the 8.500% Junior Priority Secured Notes due 2022--incorporated by reference to Exhibit 4.6 to registrant's current report on Form 8-K filed July 1, 2014.

~~4.12~~ 4.7		Indenture, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, relating to the 6.000% Senior Notes due 2024--incorporated by reference to Exhibit 4.1 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.13~~ 4.8		Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 6.000% Senior Notes due 2024--incorporated by reference to Exhibit 4.2 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.14~~ 4.9		Warrant Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Computershare Trust Company, N.A., as warrant agent--incorporated by reference to Exhibit 4.3 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.15~~



Item 6. Exhibits
4.10		Warrant Registration Rights Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Allianz Global Investors U.S. LLC--incorporated by reference to Exhibit 4.4 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.16~~ 4.11		Indenture and Note Purchase Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto, AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, each other noteholder from time to time party thereto and The Bank of New York Mellon, as trustee and collateral agent, relating to the 4.000% Senior Secured Notes due 2021--incorporated by reference to Exhibit 4.5 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.17~~ 4.12		Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. that become party thereto from time to time as guarantors, Bank of America, N.A., as administrative agent for the holders of the senior priority obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations--incorporated by reference to Exhibit 4.6 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.18~~ 4.13		Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, and The Bank of New York Mellon, as collateral agent for the holders of the fixed asset obligations--incorporated by reference to Exhibit 4.7 to registrant's current report on Form 8-K filed June 16, 2016.

~~4.19~~ 4.14		Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, The Bank of New York Mellon, as collateral agent for the holders of the senior priority fixed asset obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations--incorporated by reference to Exhibit 4.8 to registrant's current report on Form 8-K filed June 16, 2016.

~~10.1~~		Support Agreement, dated May 10, 2016, by and among Cenveo, Inc., Cenveo Corporation and Allianz Global Investors U.S. LLC--incorporated by reference to Exhibit 99.2 to registrant's current report on Form 8-K filed May 11, 2016.

~~10.2~~		Amendment No. 4 to the Credit Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the lenders party thereto, Bank of America, N.A., as issuing bank and swingline lender, and each of the other loan parties thereto, and acknowledged by Bank of America, N.A., as administrative agent--incorporated by reference to Exhibit 10.1 to registrant's current report on Form 8-K filed June 16, 2016.

~~10.3+~~		~~Cenveo, Inc. 2017 Long-Term Equity Incentive Plan, as amended-incorporated by reference to Annex A to registrant’s Schedule 14A, filed March 28, 2017.~~

31.1*		Certification by Robert G. Burton, Sr., Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification by Scott J. Goodwin, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



~~Item 6. Exhibits~~
32.1**		Certification of the Chief Executive Officer and of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.



	CENVEO, INC.

	By:	/s/ Robert G. Burton, Sr.
		Robert G. Burton, Sr.
		Chairman and Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Scott J. Goodwin
		Scott J. Goodwin
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)