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~~July 1, 2017




		Page No.
	PART I. FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of ~~April~~July 1, 2017, and December 31, 2016	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the t~~hree~~three and six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016	3
	Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	2529
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	3743
Item 4:	Controls and Procedures	3844

	PART II. OTHER INFORMATION
Item 1:	Legal Proceedings	3945
Item 1A:	Risk Factors	3945
Item 6:	Exhibits	4046
	Signatures	4349

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 Six Months Ended
		April 1, 2017			April 2, 2016				July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
Net sales		$	374,506		$	432,761			$	354,982		$	410,053		$	736,895		$	850,632
Cost of sales		310,372			361,911				297,684			341,490			615,463			711,219
Selling, general and administrative expenses		44,541			47,239				40,172			44,734			84,713			91,973
Amortization of intangible assets		1,379			1,607				1,352			1,379			2,731			2,986
Restructuring and other charges		8,180			4,990				4,416			880			12,596			5,870
Operating income		10,034			17,014				11,358			21,570			21,392			38,584
Interest expense, net		19,147			24,095				19,525			21,512			38,672			45,607
Loss (gain) on early extinguishment of debt, net		45			(21,613		)		63			(51,273		)	108			(72,886		)
Other (income) expense, net		(227		)	554
Other income, net									(96		)	(1,644		)	(323		)	(1,090		)
(Loss) income from continuing operations before income taxes		(8,931		)	13,978				(8,134		)	52,975			(17,065		)	66,953
Income tax (benefit) expense		(239		)	958				(6,283		)	2,115			(6,522		)	3,073
(Loss) income from continuing operations		(8,692		)	13,020				(1,851		)	50,860			(10,543		)	63,880
Loss from discontinued operations, net of taxes		—			(1,817		)		—			(3,304		)	—			(5,121		)
Net (loss) income		(8,692		)	11,203				(1,851		)	47,556			(10,543		)	58,759
Other comprehensive income:
Other comprehensive income (loss):
Changes in pension and other employee benefit accounts, net of taxes		1,594			2,480				1,595			2,480			3,189			4,960
Currency translation adjustment, net		453			1,742				55			(157		)	508			1,585
Total other comprehensive income		2,047			4,222				1,650			2,323			3,697			6,545
Comprehensive (loss) income		$	(6,645	)	$	15,425			$	(201	)	$	49,879		$	(6,846	)	$	65,304

(Loss) income per share – basic:
Continuing operations		$	(1.02	)	$	1.53			$	(0.22	)	$	5.97		$	(1.23	)	$	7.51
Discontinued operations		—			(0.21		)		—			(0.39		)	—			(0.60		)
Net (loss) income		$	(1.02	)	$	1.32			$	(0.22	)	$	5.58		$	(1.23	)	$	6.91

(Loss) income per share – diluted:
Continuing operations		$	(1.02	)	$	1.38			$	(0.22	)	$	5.15		$	(1.23	)	$	6.43
Discontinued operations		—			(0.18		)		—			(0.33		)	—			(0.51		)
Net (loss) income		$	(1.02	)	$	1.20			$	(0.22	)	$	4.82		$	(1.23	)	$	5.92

Weighted average shares outstanding:
Basic		8,553			8,484				8,561			8,517			8,557			8,501
Diluted		8,553			10,366				8,561			9,977			8,557			10,143

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~~July 1, 2017, and the results of operations for the three and six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016, and cash flows for the ~~three~~six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 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 six months ended ~~April~~July 1, 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 six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016, each consisted of 13 ~~weeks.~~and 26 weeks, respectively.

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.

During the second quarter of 2017, in connection with the closure of an envelope manufacturing facility, the Company classified the owned facility as held for sale. Accordingly, $2.2 million of property, plant and equipment, net, was reclassified to other assets, net, in the Company's condensed consolidated balance sheet.

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 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 anticipates using the modified retrospective transition approach. The Company is ~~currently evaluating~~continuing its evaluation of the impact of the pending adoption of ASU 2014-09; however, 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):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



	Period	As reported		Reclassification adjustment		As adjusted
Net sales	Six months ended July 2, 2016	$	836,802	$	13,830	$	850,632
	Three months ended July 2, 2016	404,041		6,012		410,053
	Three months ended April 1, 2017	374,506		7,407		381,913

Cost of sales	Six months ended July 2, 2016	$	697,389	$	13,830	$	711,219
	Three months ended July 2, 2016	335,478		6,012		341,490
	Three months ended April 1, 2017	310,372		7,407		317,779

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~~ $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 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 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.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 the impact that the future adoption of ASU 2017-07 will have on its consolidated financial statements.

2. Discontinued Operations

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~~losses of $3.3 million ~~gain was~~and $1.3 million were recorded during the ~~first quarter of 2016.~~three and six months ended July 2, 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 of Financial Statements - Discontinued Operations and ASC 360 Property, Plant & Equipment, the financial results of the Packaging Business were accounted for as discontinued operations.

~~CENVEO, INC. AND SUBSIDIARIES~~

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

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

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

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Inventories

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


	April 1, 2017		December 31, 2016		July 1, 2017		December 31, 2016
Raw materials	$	33,415	$	32,696	$	34,643	$	32,696
Work in process	12,159		12,186		10,533		12,186
Finished goods	65,536		57,068		65,433		57,068
	$	111,110	$	101,950	$	110,609	$	101,950

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 manufacturing facility related to its envelope segment 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 sales-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.

Assets Held For Sale

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of ~~April~~July 1, 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):

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

~~CENVEO, INC. AND SUBSIDIARIES~~

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



	Annual Estimated Expense
Remainder of 2017	$	2,561
2018	5,003
2019	4,885
2020	4,885
2021	4,731
2022	4,250
Thereafter	10,951
Total	$	37,266

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

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. Long-Term Debt

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



	July 1, 2017			December 31, 2016
ABL Facility due 2021⁽¹⁾	$	117,008		$	81,700
4.0% secured notes due 2021 ($50 million outstanding principal amount as of July 1, 2017, and December 31, 2016)	49,832			49,813
8.500% junior priority secured notes due 2022 ($241.0 million outstanding principal amount as of July 1, 2017, and December 31, 2016)	235,249			234,742
6.000% senior priority secured notes due 2019 ($540.0 million outstanding principal amount as of July 1, 2017, and December 31, 2016)	532,008			530,166
6.000% senior unsecured notes due 2024 ($104.5 million outstanding principal amount as of July 1, 2017, and December 31, 2016)	86,663			85,591
11.5% senior notes due 2017 ($0.0 million and $20.5 million outstanding principal amount as of July 1, 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 July 1, 2017, and December 31, 2016, respectively)	—			5,468
Other debt including capital leases	18,513			10,815
	1,039,273			1,018,666
Less current maturities	(6,944		)	(31,727		)
Long-term debt	$	1,032,329		$	986,939

__________________________

⁽¹⁾The weighted average interest rate outstanding for the Company's asset-based revolving credit facility (the "ABL Facility") was ~~3.5%~~3.8% and 3.4% as of ~~April~~July 1, 2017, and December 31, 2016, respectively.

The estimated fair value of the Company’s outstanding indebtedness was approximately ~~$839.6~~$844.1 million and $881.7 million as of ~~April~~July 1, 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~~July 1, 2017, the Company was in compliance with all covenants under its long-term ~~debt.~~debt agreements.

Extinguishments

In the second quarter of 2017, the Company repurchased in full of 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 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 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.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 three months ended July 2, 2016. The Company did not have a similar settlement or related expense during the three and six months ended July 1, 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 or nonrecurring basis as of ~~April~~July 1, 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.

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~~July 1, 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.

9. 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):

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended
April 1,
2017 April 2,
2016
Service cost $ —
$ —
Interest cost 3,271
3,545
Expected return on plan assets (4,636 ) (4,775 )
Net amortization and deferral 1
1
Recognized net actuarial loss 2,612
2,480
Net periodic expense $ 1,248
$ 1,251



	For the Three Months Ended						For the Six Months Ended
	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
Service cost	$	—		$	—		$	—		$	—
Interest cost	3,271			3,545			6,542			7,090
Expected return on plan assets	(4,636		)	(4,775		)	(9,272		)	(9,550		)
Net amortization and deferral	1			1			2			2
Recognized net actuarial loss	2,612			2,480			5,224			4,960
Net periodic expense	$	1,248		$	1,251		$	2,496		$	2,502

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 July 1, 2017, and July 2, 2016, and $0.3 million for each of the six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016.

For the ~~three~~six months ended ~~April~~July 1, 2017, the Company made total contributions of $~~0.3~~1.5 million to its pension, SERP and OPEB plans. The Company expects to contribute approximately $~~9.0~~7.7 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. 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~~$0.4 million for the three months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016, respectively, and $0.4 million and $1.0 million for the six months ended July 1, 2017, and July 2, 2016, respectively.

As of ~~April~~July 1, 2017, there was approximately $~~1.1~~0.9 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~~1.9 years.

Stock Options

A summary of the Company’s outstanding stock options as of and for the ~~three~~six months ended ~~April~~July 1, 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					(49,057	)	39.10
Outstanding at April 1, 2017	88,745		$	18.55	3.8	$	—
Exercisable at April 1, 2017	30,313		$	17.96	3.4	$	—
Outstanding at July 1, 2017								80,308		$	18.50	3.5	$	—
Exercisable at July 1, 2017								47,977		$	18.13	3.3	$	—

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

RSUs

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


	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	—		—		—		—
Vested	—		—		(26,001	)	17.88
Forfeited	(1,875	)	18.03		(2,578	)	18.30
Unvested at April 1, 2017	81,089		$	16.24
Unvested at July 1, 2017					54,385		$	15.42

The total fair value of RSUs which vested during the three and six months ended July 1, 2017, was $0.1 million.

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. 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.

~~CENVEO, INC. AND SUBSIDIARIES~~

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

During the first six months of 2017, the Company announced and completed the closure of one envelope facility and one print facility.

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.

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

2017 Activity

Restructuring and other charges for the three months ended ~~April~~July 1, 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				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	Envelope																			Envelope
	2017 Plan	$	575		$	450		$	29	$	27	$	—	$	25		$	1,106		2017 Plan	$	67		$	513	$	417	$	27	$	—	$	392		$	1,416
	2016 Plan	(33		)	(2		)	47		18		—		70			100			2016 Plan	—			—		77		—		—		—			77
	Residual Plans	—			—			—		—		—		3			3			Residual Plans	—			—		—		—		—		19			19
Total Envelope	Total Envelope	542			448			76		45		—		98			1,209			Total Envelope	67			513		494		27		—		411			1,512
Print	Print																			Print
	2017 Plan	226			668			113		9		4,933		389			6,338			2017 Plan	(54		)	393		261		28		—		577			1,205
	Residual Plans	—			—			—		—		262		45			307			Residual Plans	—			—		—		—		337		(21		)	316
Total Print	Total Print	226			668			113		9		5,195		434			6,645			Total Print	(54		)	393		261		28		337		556			1,521
Label	Label																			Label
	2017 Plan	(169		)	—			—		—		—		—			(169		)	2017 Plan	18			93		—		1,128		—		—			1,239
	2016 Plan	(17		)	—			—		—		—		—			(17		)	Residual Plans	—			—		—		—		—		11			11
	Residual Plans	(196		)	—			—		—		—		(15		)	(211		)
Total Label	Total Label	(382		)	—			—		—		—		(15		)	(397		)	Total Label	18			93		—		1,128		—		11			1,250
Corporate	Corporate																			Corporate
	2017 Plan	710			—			—		—		—		13			723			2017 Plan	105			—		—		—		—		21			126
																				2016 Plan	7			—		—		—		—		—			7
Total Corporate	Total Corporate	710			—			—		—		—		13			723			Total Corporate	112			—		—		—		—		21			133
Total Restructuring and Other Charges	Total Restructuring and Other Charges	$	1,096		$	1,116		$	189	$	54	$	5,195	$	530		$	8,180		Total Restructuring and Other Charges	$	143		$	999	$	755	$	1,183	$	337	$	999		$	4,416

Restructuring and other charges for the six months ended July 1, 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	$	642		$	963		$	446	$	54	$	—	$	417		$	2,522
	2016 Plan	(33		)	(2		)	124		18		—		70			177
	Residual Plans	—			—			—		—		—		22			22
Total Envelope		609			961			570		72		—		509			2,721
Print
	2017 Plan	172			1,061			374		37		4,933		966			7,543
	Residual Plans	—			—			—		—		599		24			623
Total Print		172			1,061			374		37		5,532		990			8,166
Label
	2017 Plan	(151		)	93			—		1,128		—		—			1,070
	2016 Plan	(17		)	—			—		—		—		—			(17		)
	Residual Plans	(196		)	—			—		—		—		(4		)	(200		)
Total Label		(364		)	93			—		1,128		—		(4		)	853
Corporate
	2017 Plan	815			—			—		—		—		34			849
	2016 Plan	7			—			—		—		—		—			7
Total Corporate		822			—			—		—		—		34			856
Total Restructuring and Other Charges		$	1,239		$	2,115		$	944	$	1,237	$	5,532	$	1,529		$	12,596

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other charges for the three months ended ~~April~~July 2, 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	$	32		$	—	$	—	$	—	$	—	$	—		$	32
	Residual Plans	6			146		—		—		7		—			159
Total Envelope		38			146		—		—		7		—			191
Print
	2016 Plan	11			—		—		—		—		—			11
	Residual Plans	(1		)	—		—		118		290		116			523
Total Print		10			—		—		118		290		116			534
Label
	2016 Plan	5			—		—		—		—		1			6
	Residual Plans	40			—		—		—		—		(105		)	(65		)
Total Label		45			—		—		—		—		(104		)	(59		)
Corporate
	2016 Plan	207			—		—		—		—		—			207
	Residual Plans	—			—		—		—		—		7			7
Total Corporate		207			—		—		—		—		7			214
Total Restructuring and Other Charges		$	300		$	146	$	—	$	118	$	297	$	19		$	880

Restructuring and other charges for the six months ended July 2, 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~~July 1, 2017, the total restructuring liability was ~~$24.1~~$23.6 million, of which ~~$4.5~~$3.7 million is included in other current liabilities and ~~$19.6~~$19.9 million is included in other liabilities in the Company's condensed consolidated balance sheet.

12. 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. 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~~July 1, 2017, the effect of approximately ~~170,000~~122,000 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~~July 1, 2017, and ~~April~~July 2, 2016, the effect of approximately ~~170,000~~135,000 and ~~363,000~~205,000 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~~July 1, 2017, and ~~April~~July 2, 2016, the effect of approximately 1.7 million and ~~zero~~1.5 million 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 income (loss) per share for the three and six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016 (in thousands, except per share data):

14. 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.

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
April 1,
2017 April 2,
2016
Net sales:
Envelope $ 201,839
$ 229,260
Print 104,238
124,487
Label 68,429
79,014
Total $ 374,506
$ 432,761
Operating income (loss):

Envelope $ 14,451
$ 17,559
Print (4,826 ) 3,377
Label 9,402
4,708
Corporate (8,993 ) (8,630 )
Total $ 10,034
$ 17,014
Restructuring and other charges:

Envelope $ 1,209
$ 515
Print 6,645
308
Label (397 ) 4,155
Corporate 723
12
Total $ 8,180
$ 4,990
Depreciation and intangible asset amortization:

Envelope $ 4,747
$ 4,764
Print 4,607
4,255
Label 1,654
2,346
Corporate 787
665
Total $ 11,795
$ 12,030
Intercompany sales:

Envelope $ 1,500
$ 1,857
Print 5,266
4,815
Label 665
972
Total $ 7,431
$ 7,644
The following tables present certain segment information (in thousands):



	July 1, 2017		December 31, 2016
Total assets:
Envelope	$	389,376	$	403,157
Print	228,301		256,888
Label	211,837		216,627
Corporate	39,888		36,287
Total	$	869,402	$	912,959

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. 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~~July 1, 2017, and December 31, 2016, and for the three and six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 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 July 1, 2017

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the three months ended July 1, 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 six months ended July 1, 2017 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	390,022		$	345,540		$	1,333	$	—		$	736,895
Cost of sales	—			347,312			268,151			—		—			615,463
Selling, general and administrative expenses	—			53,493			30,792			428		—			84,713
Amortization of intangible assets	—			297			2,221			213		—			2,731
Restructuring and other charges	—			11,077			1,519			—		—			12,596
Operating (loss) income	—			(22,157		)	42,857			692		—			21,392
Interest expense, net	—			38,493			179			—		—			38,672
Intercompany interest (income) expense	—			(577		)	577			—		—			—
Loss on early extinguishment of debt, net	—			108			—			—		—			108
Other expense (income), net	—			23			(439		)	93		—			(323		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,204		)	42,540			599		—			(17,065		)
Income tax (benefit) expense	—			(6,921		)	309			90		—			(6,522		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(53,283		)	42,231			509		—			(10,543		)
Equity in (loss) income of subsidiaries	(10,543		)	42,740			509			—		(32,706		)	—
Net (loss) income	(10,543		)	(10,543		)	42,740			509		(32,706		)	(10,543		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	3,697			688			814			—		(5,199		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			3,009			180			—		—			3,189
Currency translation adjustment, net	—			—			(306		)	814		—			508
Total other comprehensive income (loss)	3,697			3,697			688			814		(5,199		)	3,697
Comprehensive (loss) income	$	(6,846	)	$	(6,846	)	$	43,428		$	1,323	$	(37,905	)	$	(6,846	)

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended July 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	$	435		$	(38,254	)	$	37,842		$	688		$	—	$	711
Cash flows from investing activities:
Capital expenditures	—			(9,258		)	(4,688		)	(532		)	—		(14,478		)
Proceeds from sale of property, plant and equipment	—			1,265			—			—			—		1,265
Net cash used in investing activities	—			(7,993		)	(4,688		)	(532		)	—		(13,213		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(298		)	—			—			—		(298		)
Proceeds from issuance of other long-term debt	—			7,900			—			—			—		7,900
Repayments of other long-term debt	—			(4,162		)	1,184			—			—		(2,978		)
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	—			221,253			—			—			—		221,253
Repayments under ABL Facility due 2021	—			(185,945		)	—			—			—		(185,945		)
Intercompany advances	(380		)	37,860			(36,856		)	(624		)	—		—
Net cash (used in) provided by financing activities	(435		)	50,650			(35,672		)	(624		)	—		13,919
Effect of exchange rate changes on cash and cash equivalents	—			—			149			—			—		149
Net increase (decrease) in cash and cash equivalents	—			4,403			(2,369		)	(468		)	—		1,566
Cash and cash equivalents at beginning of period	—			4,678			—			854			—		5,532
Cash and cash equivalents at end of period	$	—		$	9,081		$	(2,369	)	$	386		$	—	$	7,098

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

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

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the three months ended July 2, 2016

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the three months ended July 2, 2016

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 six months ended July 2, 2016 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	456,655		$	393,171		$	806		$	—		$	850,632
Cost of sales	—		405,073			306,146			—			—			711,219
Selling, general and administrative expenses	—		57,374			34,221			378			—			91,973
Amortization of intangible assets	—		304			2,460			222			—			2,986
Restructuring and other charges	—		3,777			2,093			—			—			5,870
Operating (loss) income	—		(9,873		)	48,251			206			—			38,584
Interest expense, net	—		45,507			100			—			—			45,607
Intercompany interest (income) expense	—		(491		)	491			—			—			—
Gain on early extinguishment of debt, net	—		(72,886		)	—			—			—			(72,886		)
Other expense (income), net	—		1,000			(1,948		)	(142		)	—			(1,090		)
Income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—		16,997			49,608			348			—			66,953
Income tax expense	—		2,053			242			778			—			3,073
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—		14,944			49,366			(430		)	—			63,880
Equity in income (loss) of subsidiaries	58,759		45,962			552			—			(105,273		)	—
Income (loss) from continuing operations	58,759		60,906			49,918			(430		)	(105,273		)	63,880
(Loss) income from discontinued operations, net of taxes	—		(2,147		)	(3,956		)	982			—			(5,121		)
Net income (loss)	58,759		58,759			45,962			552			(105,273		)	58,759
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	6,545		2,038			(73		)	—			(8,510		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		4,507			453			—			—			4,960
Currency translation adjustment, net	—		—			1,658			(73		)	—			1,585
Total other comprehensive income (loss)	6,545		6,545			2,038			(73		)	(8,510		)	6,545
Comprehensive income (loss)	$	65,304	$	65,304		$	48,000		$	479		$	(113,783	)	$	65,304

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended July 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	$	1,008		$	(56,001	)	$	61,624		$	1,100		$	—	$	7,731
Net cash used in operating activities of discontinued operations	—			—			(9,858		)	(438		)	—		(10,296		)
Net cash provided by (used in) operating activities	1,008			(56,001		)	51,766			662			—		(2,565		)
Cash flows from investing activities:
Capital expenditures	—			(8,559		)	(8,565		)	(437		)	—		(17,561		)
Proceeds from sale of property, plant and equipment	—			7,973			20			—			—		7,993
Proceeds from sale of assets	—			—			2,000			—			—		2,000
Net cash used in investing activities of continuing operations	—			(586		)	(6,545		)	(437		)	—		(7,568		)
Net cash provided by investing activities of discontinued operations	—			—			86,419			6,487			—		92,906
Net cash (used in) provided by investing activities	—			(586		)	79,874			6,050			—		85,338
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	—			(10,763		)	—			—			—		(10,763		)
Repayments of other long-term debt	—			(3,352		)	250			—			—		(3,102		)
Repayment of 11.5% senior notes due 2017	—			(4,725		)	—			—			—		(4,725		)
Repayment of 7% senior exchangeable notes due 2017	—			(27,580		)	—			—			—		(27,580		)
Purchase and retirement of common stock upon vesting of RSUs	(341		)	—			—			—			—		(341		)
Borrowings under ABL Facility due 2021	—			247,100			—			—			—		247,100
Repayments under ABL Facility due 2021	—			(339,400		)	—			—			—		(339,400		)
Intercompany advances	(667		)	143,669			(135,130		)	(7,872		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(1,008		)	54,949			(134,880		)	(7,872		)	—		(88,811		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(1,008		)	54,949			(134,888		)	(7,872		)	—		(88,819		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			137			—		453
Net decrease in cash and cash equivalents	—			(1,638		)	(2,932		)	(1,023		)	—		(5,593		)
Cash and cash equivalents at beginning of period	—			5,558			3,006			1,992			—		10,556
Cash and cash equivalents at end of period	$	—		$	3,920		$	74		$	969		$	—	$	4,963

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~~July 1, 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.

Factors which could cause actual results to differ materially from management’s expectations include, without limitation: (i) our substantial level of indebtedness could materially adversely affect our financial condition, liquidity and ability to service or refinance our debt, and prevent us from fulfilling our business obligations; (ii) our ability to pay the principal of, or to reduce or refinance, our outstanding indebtedness; (iii) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (iv) additional borrowings available to us could further exacerbate our risk exposure from debt; (v) our ability to meet the New York Stock Exchange's, which we refer to as the NYSE, including as noted in its letter dated March 28, 2017, continued listing standards which could result in the NYSE delisting our common shares, which would have an adverse impact on the trading volume, liquidity and market price of our common shares; (vi) United States and global economic conditions have adversely affected us and could continue to adversely affect us; ~~(vii)~~(vi) our ability to successfully integrate acquired businesses with our business; ~~(viii)~~(vii) a decline in our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill and other long-lived assets; ~~(ix)~~(viii) the industries in which we operate our business are highly competitive and extremely fragmented; ~~(x)~~(ix) a general absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; ~~(xi)~~(x) factors affecting the United States postal services impacting demand for our products; ~~(xii)~~(xi) the availability of the Internet and other electronic media adversely affecting our business; ~~(xiii)~~(xii) increases in paper costs and decreases in the availability of raw materials; ~~(xiv)~~(xiii) increases in energy and transportation costs; ~~(xv)~~(xiv) our labor relations; ~~(xvi)~~(xv) our compliance with environmental laws; ~~(xvii)~~(xvi) our dependence on key management personnel; ~~(xviii)~~(xvii) any failure, interruption or security lapse of our information technology systems; and ~~(xix)~~(xviii) the unassured effectiveness of our 2017 Profitability Improvement Plan. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found elsewhere in this report, and in our other filings with the Securities and Exchange Commission, which we refer to as the SEC. See "Risk Factors."

We are a diversified manufacturing company focused on print-related products. Our broad portfolio of products primarily includes envelope converting, commercial printing and label manufacturing. We operate a global network of strategically located manufacturing facilities, serving a diverse base of customers. Generally, print-related industries are highly fragmented and extremely competitive due to over-capacity and pricing pressures. We believe these factors will continue to impact our results of operations in the future; however, we believe our focus on our diverse product offerings, our improved cost structure and efforts to improve our capital structure will allow for us to return value to our shareholders.

Our business strategy has been, and continues to be, focused on improving our operating margins, improving our capital structure and providing quality product offerings to our customers. We also are continuing to review options for our non-strategic assets and product lines. We ~~also~~ continue to make strategic investments and focused capital expenditures. The strategic investments focus on improving our e-commerce customer experience and reinvesting into our equipment base. We believe this strategy has allowed us to diversify our revenue base, maintain our low cost structure and deliver quality product offerings to our customers.

We operate our business in three complementary reportable segments: ~~the~~ envelope, ~~segment, the~~ print ~~segment~~ and ~~the label segment.~~label.

Envelope. We are the largest envelope manufacturer in North America. Our envelope segment represented approximately ~~53.9%~~51.1% and 52.0% of our net sales for the three and six months ended ~~April~~July 1, 2017., respectively.

Our envelope segment offers direct mail products used for customer solicitations and transactional envelopes used for billing and remittance by end users including financial institutions, insurance companies and telecommunications companies. We also produce a broad line of specialty and stock envelopes which are sold through wholesalers, distributors and national catalogs for the office product markets and office product superstores.

Print. We are one of the leading commercial printers in North America. Our print segment represented approximately ~~27.8%~~29.8% and 29.5% of our net sales for the three and six months ended ~~April~~July 1, 2017., respectively.

Our print segment primarily caters to the consumer products, automotive, travel and leisure and telecommunications industries. We provide a wide array of print offerings to our customers including electronic prepress, digital asset archiving, direct-to-plate technology, high-quality color printing on web and sheet-fed presses, digital printing and content management. The broad selection of print products we produce includes car brochures, annual reports, direct mail products, advertising literature, corporate identity materials and brand marketing materials. Our content management business offers complete solutions, including: editing, content processing, content management, electronic peer review, production, distribution and reprint marketing.

Label. We are a leading label manufacturer and one of the largest North American prescription label manufacturers for retail pharmacy chains. Our label segment represented approximately ~~18.3%~~19.1% and 18.5% of our net sales for the three and six months ended ~~April~~July 1, 2017., respectively.

Our label segment produces a diverse line of custom labels for a broad range of industries including manufacturing, warehousing, packaging, food and beverage, and health and beauty, which we sell through extensive networks of distributors or within similar resale channels. We provide direct mail and overnight packaging labels, food and beverage labels, and shelf and scale labels for national and regional customers. We produce pressure-sensitive prescription labels for the retail pharmacy chain market.

Consolidated Operating Results

This MD&A includes an overview of our condensed consolidated results of operations for the three and six months ended ~~April~~July 1, 2017, and ~~April~~July 2, 2016, followed by a discussion of the results of operations of each of our reportable segments for the same periods.

Generally, print-related industries remain highly fragmented and extremely competitive due to over-capacity and pricing pressures. We believe these factors, combined with uncertain economic conditions in the United States, will continue to impact our results of operations. However, we believe the diversification of our revenue and operating income along with the market dynamics that exist within certain markets in which we operate, such as envelope converting, are not as fragmented or competitive as commercial print markets. As such, we believe that our position in specific niche print markets will provide an opportunity for us to have operating trends that perform better than certain other print dynamic markets.

Our current management focus is on the following areas:

During 2016 and the first six months of 2017, we experienced a significant decline in sales volumes and increased price pressures, primarily within our office product envelope and related wholesale envelope product lines, due to measures undertaken by our customers in those product lines as a result of inventory management initiatives and continued closure of distribution centers and retail store fronts. We believe this was accelerated during 2016 as a result of a regulatory decision blocking the merger of two of our significant customers mid-way through our 2016 fiscal year. ~~The negative impact on sales volumes as a result of this regulatory decision continued to impact us during the first quarter of 2017 and is expected to negatively impact the second quarter of 2017.~~ We anticipate the second half of 2017 to be comparable to the second half of 2016 for ~~these~~our office product and related wholesale envelope product lines.

Our print segment experienced sales declines primarily due to lower customer demand and continued pricing pressures within the print industry. The operating margin for our print segment decreased primarily due to lower sales volumes and higher restructuring, impairment and other charges related to plant consolidations. Our label segment experienced sales declines primarily driven by our decision to exit our coating operation, which we completed in the second quarter 2016, combined with lower sales in our long-run label product line due to decisions to exit lower margin product sets and lower than expected sales within our high margin custom label product sets. The operating margin of our label segment decreased primarily due to the lower sales volume in our higher margin custom label business.

With the decline in our office product envelope and related wholesale envelope product lines and other continued marketplace challenges within our industry, during the fourth quarter of 2016 we initiated a two year $50 million cost savings and profitability plan, which we refer to as the 2017 Profitability Improvement Plan, to offset the impact of these marketplace challenges and continue to improve our consolidated operating margins. With this plan, we anticipate higher restructuring, impairment and other charges primarily resulting from severance expense, facility rationalization costs and impairments associated with equipment footprint reductions. These incremental charges are designed to ultimately be offset by improved gross profit margins and lower selling general and administrative expenses as we operate through 2017 and into 2018; however, this cannot be assured. See "Risk Factors."

Overall, the actions of the 2017 Profitability Improvement Plan are aimed to reduce our fixed cost infrastructure, minimize back office headcount and further streamline our geographic footprint. During the first ~~quarter~~six months of 2017, we have announced and ~~begun~~completed the closure of one envelope facility and one print facility. We believe that despite the facility rationalization, we will still be able to serve our national customer base with less facilities at the same or improved service levels that our customers are used to receiving from us.

Over the past several years, we have been focused on improving our capital structure through a number of initiatives including working capital improvements, exiting underperforming or non-strategic businesses, and taking advantage of strategic refinancing opportunities and attractive leveraged loan and high yield debt market conditions. During 2016 and the first ~~quarter~~six months of 2017, we completed the following transactions in order to improve our capital structure, address our near term debt maturities and reduce our annual cash interest:

During the first quarter of 2016, we extinguished $34.5 million of our 7% senior exchangeable notes due 2017, which we refer to as the 7% Notes, and $10.0 million of our 11.5% senior notes due 2017, which we refer to as the 11.5% Notes.

During the second quarter of 2016, we closed on an exchange offer, which we refer to as the Exchange Offer, whereby approximately 80% of our 11.5% Notes were exchanged for newly issued 6.000% senior unsecured notes due 2024, which we refer to as the 6.000% Unsecured Notes, and warrants to purchase shares of common stock.

During the second and third ~~quarter~~quarters of 2016, we repurchased an aggregate of $37.5 million of our 7% Notes for $22.5 million and issued warrants to purchase shares of common stock.

We amended our asset-based revolving credit facility, which we refer to as the ABL Facility, to, among other things, extend its term to 2021 and reduce the commitments thereunder by $50 million to $190 million, which we refer to as the ABL Amendment No. 4. The ABL Facility now matures in June 2021, with a springing maturity of May 2019 ahead of our existing 6.000% senior priority secured notes due 2019, which we refer to as the 6.000% Secured Notes, in the event that more than $10 million of the 6.000% Secured Notes remain outstanding at such time. On the same date, we entered into a secured indenture and note purchase agreement pursuant to which we issued new secured notes in an aggregate principal amount of $50.0 million bearing interest at 4% per annum, which we refer to as the 4% Secured Notes. We applied the proceeds to reduce the outstanding principal amount under the ABL Facility. The 4% Secured Notes mature in December 2021.

During the fourth quarter of 2016, we repurchased $20.0 million of our 11.5% Notes and $5.7 million of our 7% Notes at par. Additionally, we repurchased $7.0 million of our 8.500% junior priority secured notes due 2022, which we refer to as the 8.500% Notes, for $4.6 million.

During the first quarter of 2017, we redeemed the full outstanding principal balance of $20.5 million of our 11.5% Notes at par. ~~We have addressed all but~~During the second quarter of 2017, we redeemed the full outstanding balance of $5.5 million of our 7% Notes ~~maturing in 2017. We expect the remaining $5.5 million will be addressed prior to or~~ at ~~maturity in May of 2017 using cash flow from operations or availability under our ABL Facility.~~par.

In connection with these activities, we continued to successfully reduce our outstanding debt and weighted average interest rate, which we believe will result in annual cash interest savings of approximately $40 million in 2017 as compared to 2012. We have been able to accomplish this while reinvesting cash into our businesses via three acquisitions and focused capital ~~expenditures.~~expenditures during the same time period.

Quality Product Offerings

We conduct regular reviews of our product offerings, manufacturing processes and distribution methods to ensure that they meet the changing needs of our customers. We have recently made, and expect to continue to make, technology investments

that enhance our sales organization's ability to offer our customers a tool which allows them to manage their programs from content

through distribution. We believe our multi-product offerings along with the advancement of our current technology platform will allow us to penetrate deeper into our customer’s supply chains. Lastly, we are also investing in digital and variable technology as we have seen increased customer demand for these technologies. By expanding our product offerings, we intend to increase cross-selling opportunities to our existing customer base and mitigate the impact of any decline in a given market or product.

Strategic Asset Review

During 2015, we began actively moving forward with our plan to review and potentially divest certain non-strategic assets. As a result of this strategic review, during the first quarter of 2016, we completed the sale of our folded carton and shrink sleeve packaging businesses, along with our top-sheet lithographic print operation, which we refer to as the Packaging Business.

During 2015, we also completed two small strategic transactions, which we refer to as the 2015 Label Transactions, which helped facilitate the exit of two non-core product lines reported within our label operating segment. Additionally, in May 2016, in connection with our previously-announced plan to exit our coating operation, we sold certain proprietary rights and specific production equipment used to produce ~~this~~a customer’s specific products. As a result, we recognized a gain of approximately $2.0 million associated with the sale of the proprietary rights and equipment, which was recorded in other income, net in our condensed consolidated statements of operations. Additionally, as part of this transaction, during our second quarter of 2016, we earned production incentives of $3.0 million associated with incremental production and delivery targets with this customer, which were recorded in net sales in our condensed consolidated statement of operations. We refer to this transaction as the 2016 Label Transaction.

We believe there continues to be opportunities for further transactions of various magnitudes given our desire to tighten our management focus and minimize non-core product lines and monetize assets opportunistically.

Discontinued Operations

During the first quarter of 2016, we completed the sale of our Packaging Business. The financial results of the Packaging Business have been accounted for as discontinued operations. Our historical, condensed consolidated financial statements have been retroactively adjusted to give recognition to the discontinued operations for all periods presented. See Note 2 to our condensed consolidated financial statements for further discussion regarding our discontinued operations.

We operate three complementary reportable segments: ~~the~~ envelope, ~~segment, the~~ print ~~segment~~ and ~~the label segment.~~label.

See below for a summary of net sales and operating income (loss) for our reportable segments that we use internally to assess our operating performance. Our three and six month reporting periods each consisted of 13 and 26 weeks, respectively, and ended on ~~April~~July 1, 2017, and ~~April~~July 2, 2016.

(in thousands, except

Net sales decreased $~~58.3~~55.1 million, or ~~13.5%~~13.4%, in the ~~first~~second quarter of 2017, as compared to the ~~first~~second quarter of 2016. Sales in our envelope segment decreased ~~$27.4~~$31.1 million, sales in our print segment decreased ~~$20.2~~$14.7 million, and sales in our label segment decreased ~~$10.6~~$9.3 million.

Net sales decreased $113.7 million, or 13.4%, in the first six months of 2017, as compared to the first six months of 2016. Sales in our envelope segment decreased $58.5 million, sales in our print segment decreased $35.4 million, and sales in our label segment decreased $19.8 million.

See Segment Operations below for a detailed discussion of the primary factors affecting the change in our net sales by reportable segment.

Operating income decreased $~~7.0~~10.2 million, or ~~41.0%~~47.3%, in the ~~first~~second quarter of 2017, as compared to the ~~first~~second quarter of 2016. This decrease was due to a decrease in operating income from our envelope segment of ~~$8.2~~$7.2 million, a decrease in operating income from our label segment of $5.6 million, and a decrease in operating income of $0.2 million from our print ~~segment,~~segment. These decreases in operating income were partially offset by a decrease in corporate expenses of $2.8 million.


	April 1, 2017			December 31, 2016			July 1, 2017			December 31, 2016
Land and land improvements	$	8,537		$	8,537		$	8,080		$	8,537
Buildings and building improvements	82,998			82,440			79,293			82,440
Machinery and equipment	547,660			546,425			535,009			546,425
Furniture and fixtures	9,591			9,553			9,026			9,553
Construction in progress	14,607			10,885			15,767			10,885
	663,393			657,840			647,175			657,840
Accumulated depreciation	(457,497		)	(450,161		)	(448,248		)	(450,161		)
	$	205,896		$	207,679		$	198,927		$	207,679


		April 1, 2017										December 31, 2016											July 1, 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	$	114,399	$	(27,234	)	$	(62,413	)	$	24,752	$	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		21	64,545		(46,493		)	(9,398		)	8,654		64,533		(46,493		)	(9,138		)	8,902
Leasehold interest	16	4,430		—			(799		)	3,631		4,430		—			(743		)	3,687		16	4,430		—			(856		)	3,574		4,430		—			(743		)	3,687
Patents	9	3,528		—			(3,234		)	294		3,528		—			(3,225		)	303		9	3,528		—			(3,242		)	286		3,528		—			(3,225		)	303
Subtotal	11	186,892		(73,727		)	(74,575		)	38,590		186,778		(73,727		)	(73,120		)	39,931		11	186,902		(73,727		)	(75,909		)	37,266		186,778		(73,727		)	(73,120		)	39,931

Intangible assets with indefinite lives:
Trade names		84,900		—			—			84,900		84,900		—			—			84,900			84,900		—			—			84,900		84,900		—			—			84,900
Total		$	271,792	$	(73,727	)	$	(74,575	)	$	123,490	$	271,678	$	(73,727	)	$	(73,120	)	$	124,831		$	271,802	$	(73,727	)	$	(75,909	)	$	122,166	$	271,678	$	(73,727	)	$	(73,120	)	$	124,831


		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	)	$	(97,974	)	$	(103,229	)
	Other comprehensive loss before reclassifications	453			—			453			Other comprehensive income before reclassifications	508			—			508
	Amounts reclassified from AOCI	—			1,594			1,594			Amounts reclassified from AOCI	—			3,189			3,189
	Other comprehensive income	453			1,594			2,047			Other comprehensive income	508			3,189			3,697
Balance as of April 1, 2017		$	(4,802	)	$	(96,380	)	$	(101,182	)
Balance as of July 1, 2017											Balance as of July 1, 2017	$	(4,747	)	$	(94,785	)	$	(99,532	)



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		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		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		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		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		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		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		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		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		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		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		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		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		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		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~~ 10.1*+		Amendment, ~~No. 4~~dated May 3, 2017, to ~~the Credit~~Employment Agreement, dated as of ~~June 10, 2016, among Cenveo Corporation, Cenveo, Inc.,~~October 27, 2005, as amended, between the ~~lenders party thereto, Bank of America, N.A., as issuing bank~~registrant 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.~~Robert G. Burton, Sr.

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.



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


	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			1,478			1,219			4,933			2,237			9,867
Payments	(996		)	(36		)	—			(569		)	(1,601		)	(2,182		)	(236		)	—			(2,229		)	(4,647		)
Balance as of April 1, 2017	$	2,346		$	—		$	4,933		$	—		$	7,279
Balance as of July 1, 2017																$	1,296		$	983		$	4,933		$	8		$	7,220

2016 Plan
Balance as of December 31, 2016	$	844		$	—		$	—		$	—		$	844		$	844		$	—		$	—		$	—		$	844
Accruals, net	(50		)	18			—			117			85			(43		)	18			—			194			169
Payments	(563		)	(18		)	—			(117		)	(698		)	(704		)	(18		)	—			(194		)	(916		)
Balance as of April 1, 2017	$	231		$	—		$	—		$	—		$	231
Balance as of July 1, 2017																$	97		$	—		$	—		$	—		$	97

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		)	—			599			42			445
Payments	(37		)	—			(1,211		)	(332		)	(1,580		)	(51		)	—			(1,828		)	(401		)	(2,280		)
Balance as of April 1, 2017	$	14		$	—		$	16,533		$	60		$	16,607
Balance as of July 1, 2017																$	—		$	—		$	16,253		$	—		$	16,253

Total Restructuring Liability	$	2,591		$	—		$	21,466		$	60		$	24,117		$	1,393		$	983		$	21,186		$	8		$	23,570


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 Six Months Ended
		April 1, 2017			April 2, 2016				July 1, 2017			July 2, 2016		July 1, 2017			July 2, 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	$	—		$	—	$	—		$	1,945	Loss 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	2,612			2,480		5,224			4,960		Cost of sales
		2,612			4,425		Total before tax		2,612			2,480		5,224			6,905		Total before tax
Taxes	Taxes	(1,018		)	—		Income tax expense (benefit)	Taxes	(1,017		)	—		(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	$	1,595		$	2,480	$	3,189		$	6,905	Net of tax



~~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.



Item 6. Exhibits
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)