KPMG LLP

One Financial Plaza

Hartford, CT 06103-4103

Report of Independent Registered Public Accounting Firm

The Trustees and Participants
Quebecor World (USA) Inc. 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of the Quebecor World (USA) Inc. 401(k) Plan (the Plan) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 30, 2009

KPMG LLP, a U.S. limited liability partnership, is the U.S.

member firm of KPMG International, a Swiss cooperative.

Table of Contents

QUEBECOR WORLD (USA) INC. 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2008 and 2007

	2008		2007
Investments:
Mutual funds at fair value	$	226,417,842	$	381,965,751
Common/collective trusts at fair value	206,722,423		233,953,489
Quebecor World Inc. Stock Fund at fair value	8,224		881,345
Total investments at fair value	433,148,489		616,800,585
Participant loans	26,091,925		27,649,719
Total investments	459,240,414		644,450,304

Cash	148		—

Receivables:
Employer contributions	11,088,926		11,658,421
Employee contributions	754,071		1,042,442
Total receivables	11,842,997		12,700,863

Net assets available for benefits, before adjustment	471,083,559		657,151,167

Adjustment from fair value to contract value for fully benefit-responsive investments	11,667,456		(3,481,154		)

Net assets available for benefits	$	482,751,015	$	653,670,013

See accompanying notes to financial statements.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2008 and 2007

	2008			2007
Investment income (loss):
Dividends	$	19,675,135		$	44,450,108
Participant loan interest	2,116,634			2,274,674
Interest from other investments	226,455			243,300
Net depreciation in fair value of investments	(156,919,012		)	(8,383,508		)
Total investment income (loss)	(134,900,788		)	38,584,574
Contributions:
Employer	19,499,582			21,137,904
Employee	27,047,227			30,771,099
Rollover	438,922			1,309,705
Total contributions	46,985,731			53,218,708
Deductions:
Benefits paid to participants	(82,729,098		)	(82,287,733		)
Administrative expenses	(274,843		)	(323,645		)
Total deductions	(83,003,941		)	(82,611,378		)

Net increase (decrease) in net assets	(170,918,998		)	9,191,904
Net assets available for benefits:
Beginning of year	653,670,013			644,478,109
End of year	$	482,751,015		$	653,670,013

See accompanying notes to financial statements.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(1) Description of Plan

The following is a general description of the Quebecor World (USA) Inc. 401(k) Plan (the Plan). Employees should refer to the Plan document for a more complete description of the Plan’s provisions.

(a) General

The Plan is a defined contribution plan that was established on July 1, 1991. The purpose of the Plan is to help provide non-unionized participants and members of a participating bargaining unit (PBU) of Quebecor World (USA) Inc. (the Company and Plan Sponsor) and its affiliates with benefits for their retirement. Non-union, full-time permanent employees are eligible to participate in the Plan upon their first hour of service and upon attaining the age of 18; and non-union, part-time employees can participate following the completion of 1,000 hours of service or one year of service, whichever comes first, and upon attaining the age of 18. PBU employees shall become eligible on the entry date on which the employee satisfies the eligibility requirements set forth in the relevant collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Company is the administrator of the Plan. Mercer Trust Company (Mercer) is the trustee and custodian of the Plan’s investments.

On January 21, 2008 Quebecor World, Inc., the Parent of the Plan Sponsor, obtained an order from the Quebec Superior Court granting creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”) for itself and for 53 U.S. subsidiaries. On the same date, the U.S. Subsidiaries filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Plan will continue to be funded in accordance with the Plan Agreement provisions, subject to the outcome of the Chapter 11 bankruptcy proceedings noted above. Management does not anticipate that these filings will have an adverse impact on the Plan’s operations; however future employer contributions are subject to change at the discretion of the Pension Committee.

(b) Contributions

Up to October 1, 2006, non-union participants had an employer match equal to 50% of the employees’ pre-tax contribution, up to a maximum contribution of $500 per plan year, for all non-union employee pre-tax contributions for all hourly employees with annual salaries under $70,000, and for all salaried employees with annual salaries under $50,000. Effective October 1, 2006, the Pension Committee increased the employer matching contribution to 100% of employee contributions, subject to a limit of 2% of annual compensation (limited to $230,000 for 2008). Additionally, effective October 1, 2006, there has been a further employer contribution equal to 2% of the annual compensation (limited to $4,600 for 2008), of each eligible non-union employee actively employed on December 31 of each Plan year. Members of a PBU may contribute as permitted by the collective bargaining agreement applicable to the employee and will have an employer match equal to the amount set forth in this agreement.

(c) Participant Accounts

Each participant’s account is credited with the participant’s contributions and withdrawals, as applicable, and the funds’ earnings in which the participant elects to participate. Earnings are allocated by fund based on the ratio of a participant’s account invested in a particular fund to all participants’ investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(d) Vesting

Participants hired on or after January 1, 2001 will become 100% vested after three years of service. Participants will automatically become 100% vested if they reach normal retirement age, die, or become permanently disabled while employed with the Company or its participating affiliates. Participants hired before January 1, 2001 will become vested according to their respective merged plan’s vesting schedules, which range from one to five years, as described in the Plan document.

(e) Forfeitures

Upon termination of service of a participant prior to full vestiture, the non-vested portion of the Company’s contribution is forfeited and used to pay Plan expenses and/or applied to reduce future employer contributions.

	2008		2007
Forfeited accounts as of January 1,	$	139,047	$	93,627

Add: Current year forfeitures	533,478		183,242
Less: Forfeitures used for:
Employer contributions and plan expenses	106,061		137,822

Forfeited accounts as of December 31,	$	566,464	$	139,047

These amounts are invested in the Putnam Stable Value Fund.

(f) Investment Elections

Participants may direct the investment of all contributions made to their account balance in any combination of the investment options available, in increments of 1%. Participants may change both their contribution percentage and investment options at any point of time. The investment options available to participants as of December 31, 2008 consisted of the following:

Harbor Capital Appreciation Fund — The fund invests primarily in equity securities with above-average prospects for growth with an aim of long-term capital appreciation. The fund invests principally in common stocks, preferred stocks, rights, and depositary receipts of companies with market capitalization of at least $1 billion.

Vanguard Mid-Cap Index Fund — The fund invests primarily in stocks of medium-size U.S. companies to replicate the performance of the Morgan Stanley Capital International (MSCI) U.S. Mid Cap 450 Index.

PIMCO Total Return Fund —The fund invests primarily in investment-grade debt securities, but may invest up to 10% of its assets in high-yield securities.

Morgan Stanley Institutional Fund (MSIF) Small Company Growth Portfolio — The fund invests primarily in growth-oriented equity securities of small companies with an aim of long-term capital appreciation. Market prices for such investments tend to fluctuate more than those of investments in larger, more established companies.

Putnam RetirementReady Funds — Each RetirementReady Fund has a different target date indicating when the portfolio’s investors expect to retire and begin withdrawing assets from

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

their accounts. The dates range from 2010 to 2050 in five-year intervals, with the exception of the Maturity Fund, which is designed for participants who are at or near retirement.

All of the RetirementReady Funds are diversified across an array of Putnam mutual funds that invest in different styles and include a mix of stocks, bonds, and capital preservation investments. The Funds can invest significantly in foreign securities, which involve certain risks, such as currency fluctuations, economic instability, and political developments.

Putnam Stable Value Fund — The fund invests mainly in investment contracts or similar investments issued by insurance companies, banks, and other financial institutions, or externally managed stable value commingled investment funds. The fund may also invest in high-quality money market instruments or other similar short-term investments. The fund’s investment objective is to provide a fixed income yield with minimal market-related risk.

Putnam S&P 500 Index Fund — The fund invests in stocks that comprise the Standard & Poor’s 500 Composite Stock Price Index either directly or through the purchase of shares of collective investment trusts.

Neuberger Berman Genesis Trust Fund — The fund invests primarily in common stocks of companies with small market capitalizations.

Fidelity Equity Income Fund — The fund invests primarily in income-producing equity securities.

Quebecor World Inc. Stock Fund — The fund invests in the subordinated voting shares of Quebecor World Inc. On June 9, 2006, the Pension Committee of Quebecor World Inc. approved the elimination of the Quebecor World Inc. Stock Fund as an investment option for participants effective October 1, 2006 prospectively. No new contributions to this fund will be accepted after this date.

BlackRock International Index Fund— The fund generally invests in a statistically selected sample of equity securities and derivative investments linked to the MSCI EAFE (Europe, Australia, Far East) Index. The fund seeks, before expenses, to replicate the performance of the EAFE Index. The index is comprised of equities of companies from various industrial sectors whose primary trading markets are located outside the United States, and which are selected from the largest capitalization companies in such markets. This fund is non-diversified.

(g) Participant Loans

An active participant may borrow against his or her vested account balance a minimum of $1,000 up to the lesser of $50,000 or 50% of his or her vested account balance, subject to certain restrictions. Participant loans are charged interest at a fixed rate of 1% plus the prime rate at loan origination. Outstanding loans at December 31, 2008 had interest rates ranging from 5% to 10.5%. Loan transactions are treated as a transfer between the investment fund and the loan fund.

(h) Payment of Benefits

Upon termination of employment, death, attainment of normal retirement age, or certain hardships, as defined by the Plan, participants may elect to withdraw amounts from the Plan. Additionally, a participant may withdraw up to 100% of his or her rollover balance at any time.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(i) Plan Expenses

The Plan shall pay reasonable administrative expenses of the Plan.

(2) Summary of Significant Accounting Policies

(a) Accounting Basis

The Plan’s financial statements are prepared on the accrual basis of accounting.

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis.

(b) Investment Valuation and Income Recognition

The mutual funds and the Quebecor World Inc. Stock Fund of the Plan are carried at fair value, which is quoted market value for all investment accounts. Purchases and sales are recorded on a trade-date basis; dividends are recorded on the ex-dividend date; and interest is recorded when earned.

Participant loans are carried at amortized cost.

Common/Collective Trusts

The Putnam S&P 500 Index Fund is a collective trust stated at fair value based on the quoted market values of the underlying investments. The Putnam Stable Value Fund is a collective trust that consists primarily of fully benefit-responsive investment contracts. As provided in the FSP, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive, however the statements of net assets available for benefits must present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The contract value of fully benefit-responsive investment contracts is equal to contributions made under the contracts, plus earnings, less withdrawals and administrative expenses. The fair value of fully benefit-responsive investment contracts is based on the value of the underlying investments and is expressed in units. The weighted average market yield and crediting interest rate for the Putnam Stable Value Fund was approximately 1.6% and 4.2% at December 31, 2008 and 3.4% and 5.3% at December 31, 2007, respectively.

(c) Payment of Benefits

Benefit payments are recorded by the Plan when they have been approved for payment and paid by the Plan.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(d) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

(e) Risks and Uncertainties

The Plan provides for various investment options in a number of mutual funds, common/collective trusts, and the subordinated voting shares of Quebecor World, Inc. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

(f) Recently Adopted Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. The Company adopted SFAS 157 effective January 1, 2008. In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset in a Market That is Not Active, which was effective upon issuance. FSP No. 157-3’s guidance clarifies various application issues with respect to the objective of a fair value measurement, relevance of observable data, and the use of management’s assumptions. See note 8 for disclosures of the fair value measurements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (SFAS 159), which is effective for fiscal years beginning after November 15, 2007. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. Effective January 1, 2008 the Plan adopted SFAS 159, but has elected not to measure any additional financial instruments and other items at fair value. Therefore, the adoption of FAS 159 had no impact on Plan’s financial statements.

(g) Reclassifications

Certain amounts included in the financial statements for the prior year have been reclassified from their original presentation to conform with the current year presentation.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(3) Investments Exceeding 5% of Net Assets and Net Appreciation in Fair Value of Investments

The following investments, reflected at fair value, represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2008 and 2007, respectively:

	2008		2007
Mutual Funds
Fidelity Equity Income Fund	$	44,137,086	$	89,854,694
Pimco Total return	29,899,063		28,877,283
Neuberger Berman Genesis Trust	49,142,952		81,839,507

Common/Collective Trusts
Putnam S&P 500 Index Fund	34,215,358		62,462,958
Putnam Stable Value Fund	172,507,065		171,490,531

The following presents the net appreciation (depreciation) in fair value of investments for the Plan years ended December 31, 2008 and 2007:

	2008			2007
Net realized/unrealized gain (loss):
Mutual funds	$	(134,676,715	)	$	(7,150,494	)
Common/collective trusts	(21,386,688		)	3,435,056
Common stock	(855,609		)	(4,668,070		)
	$	(156,919,012	)	$	(8,383,508	)

(4) Related Party Transactions

Certain Plan investments were in funds managed by a related party (Putnam Investments) of Mercer, the Plan’s trustee. As of August 3, 2007, Putnam Investments was sold to an unrelated third party.

Until June 9, 2006, one of the investment options of the Plan was the subordinated voting shares of Quebecor World Inc., the parent of the Plan Sponsor, through the Quebecor World Inc. Stock Fund (note 1b). The subordinated voting shares of Quebecor World Inc. are no longer offered as an option for new contributions to the Plan, however, existing balances in this investment will remain in the Plan until distributed.

Fees paid to investment managers are netted against the investment returns in the statements of changes in net assets available for benefits.

(5) Plan Termination

Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event the Company terminates the Plan, participants will receive a distribution in accordance with the terms and conditions of the Plan document.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(6) Tax Status

The Internal Revenue Service has determined and informed the Company by letter dated June 9, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

(7) Commitments

Of the total net assets available for benefits at December 31, 2008, $96,656,578 relates to accounts of participants who have terminated employment with the Company but who have not elected to receive distributions of their benefits. Such distributions can occur upon request of the terminated participants.

(8) Fair Value Measurement

Effective January 1, 2008 the Plan adopted Statement of Financial Accounting Standards No.157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 has been applied prospectively as of the beginning of the year.

FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 establishes a hierarchy of three levels for assets, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs.

Level 1		Valuations are based on quoted prices in active markets for identical assets or liabilities

Level 2		Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data

Level 3		Valuations are based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Values are determined using pricing models, discounted cash flow models and includes management judgment and estimation which may be significant

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.

Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Common/collective trusts: Common/collective trusts invest in other collective investment funds otherwise known as the underlying funds. The Plan’s interest in the common/collective trust funds are based on the fair values of the underlying investments of the underlying funds. The underlying assets consist of guaranteed investment contracts, security-backed investment contracts, separate accounts issued or wrapped by insurance companies, banks or other financial institutions, externally managed stable value commingled investment funds, and high-quality money market instruments or other similar short-term investments. Investments in collective trust funds are valued at their respective net asset value per share/unit on the valuation date.

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Fair value information for investments that are measured at fair value on a recurring basis is as follows at December 31, 2008:

	Fair Value Measurements as of December 31, 2008
	Level 1		Level 2	Level 3	Fair Value

Mutual funds	$	226,417,842			$	226,417,842
Common/collective trusts			206,722,423		206,722,423
Common stock	8,224				8,224
Total investments at fair value	$	226,426,066	206,722,423	—	$	433,148,489

(9) Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31 to the Form 5500:

	2008			2007
Net assets available for benefits per the financial statements	$	482,751,015		$	653,670,013
Adjustment from contract value to fair value for fully benefit-responsive investments	(11,667,456		)	3,481,154
Net assets available for benefits per Form 5500	$	471,083,559		$	657,151,167

The following is a reconciliation of net decrease in net assets available for benefits per the financial statements for the year ended December 31 to the net income per Form 5500:

	2008			2007
Net increase (decrease) in net assets available for benefits per the financial statements	$	(170,918,998	)	$	9,191,904
Adjustment from contract value to fair value for fully benefit-responsive investments in 2008 and 2007, respectively	(11,667,456		)	3,481,154
Adjustment from contract value to fair value for fully benefit-responsive investments in 2007	(3,481,154		)	—
Net income (loss) per Form 5500	$	(186,067,608	)	$	12,673,058

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QUEBECOR WORLD (USA) INC. 401(k) PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2008

	(b)	(c)		(e)
	Identity of issuer, borrower,	Description of	(d)	Current
(a)	lessor, or similar party	investment	Cost	value

	Harbor	Harbor Capital Appreciation Fund, 781,813 shares	**	$	18,216,233
	BlackRock	BlackRock International Index Fund 2,430,020 shares	**	21,262,672
	Vanguard	Vanguard Mid Cap Index Fund, 369,392 shares	**	4,366,208
	Morgan Stanley	MSIF Small Company Growth Fund, 1,948,980 shares	**	14,013,163
	Putnam Investments	Putnam Retirement Ready Maturity Fund, 34,214 shares	**	1,322,045
	Putnam Investments	Putnam Retirement Ready Maturity 2010 Fund, 97,398 shares	**	3,824,830
	Putnam Investments	Putnam Retirement Ready Maturity 2015 Fund, 178,267 shares	**	7,011,254
	Putnam Investments	Putnam Retirement Ready Maturity 2020 Fund, 234,647 shares	**	9,350,667
	Putnam Investments	Putnam Retirement Ready Maturity 2025 Fund, 230,069 shares	**	8,517,156
	Putnam Investments	Putnam Retirement Ready Maturity 2030 Fund, 176,199shares	**	6,700,853
	Putnam Investments	Putnam Retirement Ready Maturity 2035 Fund, 99,976 shares	**	3,911,047
	Putnam Investments	Putnam Retirement Ready Maturity 2040 Fund, 55,429 shares	**	2,219,373
	Putnam Investments	Putnam Retirement Ready Maturity 2045 Fund, 42,293 shares	**	1,633,778
	Putnam Investments	Putnam Retirement Ready Maturity 2050 Fund, 28,336 shares	**	889,462
	Neuberger Berman	Neuberger Berman Genesis Trust Fund, 1,580,667 shares	**	49,142,952
	Putnam Investments	Putnam Stable Value Fund, 184,174,521 units	**	172,507,065
	Putnam Investments	Putnam S&P 500 Index Fund, 1,390,303 units	**	34,215,358
*	Quebecor World Inc.	Quebecor World Inc. Stock Fund, 411,194 shares	**	8,224
	Pacific Investment Management Co.	Pimco Total Return Fund, 2,948,626 shares	**	29,899,063
	Fidelity	Fidelity Equity Income Fund, 1,429,773 shares	**	44,137,086
*	Participant loans	Loans, ranging from 0-5 years maturity with interest rates of 5% to 10.5%		26,091,925
	Total investments			$	459,240,414

*		Party-in-interest as defined by ERISA.

**		In column (d), cost information may be omitted with respect to participant or beneficiary directed transactions under an individual account plan.

See accompanying report of independent registered public accounting firm.

		Page

Report of Independent Registered Public Accounting Firm		2

Financial Statements:

Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007		3

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2008 and 2007		4

Notes to Financial Statements		5 – 13

Supplemental Schedule:*

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		14

Exhibit:

Exhibit 23 Consent of Independent Registered Public Accounting Firm		15

	QUEBECOR WORLD (USA) INC.


	By:	(s) David McCarthy
	Name:	David McCarthy
	Title:	President

x		ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008.

	o		TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934