GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2012

GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following information is presented in accordance with Rule 3-10 of Regulation S-X. The operating and investing activities of the separate legal entities included in the consolidated financial statements are fully interdependent and integrated. Revenues and operating expenses of the separate legal entities include intercompany charges for management and other services. The 2021 Notes issued by Valassis (referred to for purposes of this note only as the “Parent Company”) are guaranteed by substantially all of the Parent Company’s domestic wholly-owned subsidiaries (collectively, the “Guarantor Subsidiaries”) on a senior unsecured basis. Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by the Parent Company and has guaranteed the 2021 Notes on a joint and several, full and unconditional basis, subject to certain customary exceptions. Pursuant to the terms of the 2021 Indenture, the Guarantor Subsidiaries are subject to release under certain customary conditions as described below. Non-wholly-owned subsidiaries, joint ventures, partnerships and foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) are not guarantors of these obligations. Substantially all of the Guarantor Subsidiaries also guarantee the Parent Company’s Senior Secured Credit Facility.

The 2021 Indenture provides for a Guarantor Subsidiary to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including:


•	The sale or other transfer or disposition of all of the Guarantor Subsidiary's capital stock to any person that is not an affiliate of the Parent Company;


•	The sale or other transfer of all or substantially all the assets or capital stock of a Guarantor Subsidiary, by way of merger, consolidation or otherwise, to any person that is not an affiliate of the Parent Company;


•	If a Guarantor Subsidiary ceases to be a “Domestic Restricted Subsidiary” for purposes of the indenture covenants; and


•	Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied.

Condensed Consolidating Balance Sheet

March 31, 2012

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	77,346		$	5,936		$	23,917		$	—		$	107,199
Accounts receivable, net	105,446			287,803			23,761			—			417,010
Inventories	26,060			7,873			3			—			33,936
Prepaid expenses and other (including intercompany)	1,080,077			2,379,564			1,457			(3,434,245		)	26,853
Total current assets	1,288,929			2,681,176			49,138			(3,434,245		)	584,998
Property, plant and equipment, net	21,947			123,093			1,649			—			146,689
Goodwill	27,684			601,798			6,989			—			636,471
Other intangible assets, net	11,552			198,905			—			—			210,457
Investments	569,779			24,225			—			(590,982		)	3,022
Intercompany note receivable (payable)	357,635			(357,499		)	(136		)	—			—
Other assets	9,152			5,030			(2,142		)	—			12,040
Total assets	$	2,286,678		$	3,276,728		$	55,498		$	(4,025,227	)	$	1,593,677

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion, long-term debt	$	15,000		$	—		$	—		$	—		$	15,000
Accounts payable and intercompany payable	1,126,693			2,578,120			11,305			(3,434,245		)	281,873
Progress billings	20,390			10,798			12,943			—			44,131
Accrued expenses	30,140			27,967			7,184			—			65,291
Total current liabilities	1,192,223			2,616,885			31,432			(3,434,245		)	406,295
Long-term debt	583,810			—			—			—			583,810
Deferred income taxes	(3,091		)	74,241			(3,996		)	—			67,154
Other non-current liabilities	29,582			17,914			4,768			—			52,264
Total liabilities	1,802,524			2,709,040			32,204			(3,434,245		)	1,109,523
Stockholders’ equity	484,154			567,688			23,294			(590,982		)	484,154
Total liabilities and stockholders’ equity	$	2,286,678		$	3,276,728		$	55,498		$	(4,025,227	)	$	1,593,677

Condensed Consolidating Balance Sheet

December 31, 2011

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	68,887		$	7,543		$	25,541		$	—		$	101,971
Accounts receivable, net	123,558			302,096			22,666			—			448,320
Inventories	32,159			8,958			3			—			41,120
Prepaid expenses and other (including intercompany)	1,157,263			1,993,450			23,217			(3,136,275		)	37,655
Total current assets	1,381,867			2,312,047			71,427			(3,136,275		)	629,066
Property, plant and equipment, net	24,790			122,565			1,550			—			148,905
Goodwill	23,584			605,898			6,989			—			636,471
Other intangible assets, net	11,558			202,055			—			—			213,613
Investments	547,366			21,385			—			(565,261		)	3,490
Intercompany note receivable (payable)	359,649			(333,683		)	(25,966		)	—			—
Other assets	9,710			5,271			(2,079		)	—			12,902
Total assets	$	2,358,524		$	2,935,538		$	51,921		$	(3,701,536	)	$	1,644,447

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion, long-term debt	$	15,000		$	—		$	—		$	—		$	15,000
Accounts payable and intercompany payable	1,210,296			2,246,381			13,976			(3,136,275		)	334,378
Progress billings	15,952			10,358			13,665			—			39,975
Accrued expenses	52,675			38,543			7,191			—			98,409
Total current liabilities	1,293,923			2,295,282			34,832			(3,136,275		)	487,762
Long-term debt	587,560			—			—			—			587,560
Deferred income taxes	(2,840		)	74,241			(3,997		)	—			67,404
Other non-current liabilities	30,347			20,887			953			—			52,187
Total liabilities	1,908,990			2,390,410			31,788			(3,136,275		)	1,194,913
Stockholders’ equity	449,534			545,128			20,133			(565,261		)	449,534
Total liabilities and stockholders’ equity	$	2,358,524		$	2,935,538		$	51,921		$	(3,701,536	)	$	1,644,447

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2012

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Revenues	$	171,291		$	430,014		$	17,382		$	(100,102	)	$	518,585
Costs and expenses:
Cost of sales	145,142			283,095			11,928			(51,271		)	388,894
Selling, general and administrative	20,370			102,794			3,284			(48,831		)	77,617
Amortization expense	6			3,150			—			—			3,156
Total costs and expenses	165,518			389,039			15,212			(100,102		)	469,667
Earnings from operations	5,773			40,975			2,170			—			48,918
Other expenses and income:
Interest expense	7,054			—			—			—			7,054
Interest income	(22		)	—			(36		)	—			(58		)
Intercompany interest	(8,967		)	8,967			—			—			—
Other expenses (income), net	(144		)	(616		)	63			—			(697		)
Total other expenses (income), net	(2,079		)	8,351			27			—			6,299
Earnings before income taxes	7,852			32,624			2,143			—			42,619
Income tax expense	2,418			13,360			420			—			16,198
Equity in net earnings of subsidiaries	20,987			1,723			—			(22,710		)	—
Net earnings	$	26,421		$	20,987		$	1,723		$	(22,710	)	$	26,421
Other comprehensive income (loss)	(54		)	350			350			(700		)	(54		)
Comprehensive income	$	26,367		$	21,337		$	2,073		$	(23,410	)	$	26,367

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2011

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Revenues	$	198,166		$	429,268		$	17,369		$	(97,824	)	$	546,979
Costs and expenses:
Cost of sales	166,337			277,832			12,319			(47,911		)	408,577
Selling, general and administrative	24,514			100,378			3,448			(49,913		)	78,427
Amortization expense	6			3,150			—			—			3,156
Total costs and expenses	190,857			381,360			15,767			(97,824		)	490,160
Earnings from operations	7,309			47,908			1,602			—			56,819
Other expenses and income:
Interest expense	9,775			—			—			—			9,775
Interest income	(118		)	—			(21		)	—			(139		)
Intercompany interest	(11,197		)	11,197			—			—			—
Loss on extinguishment of debt	13,352			—			—			—			13,352
Other expenses (income), net	(227		)	(789		)	140			—			(876		)
Total other expenses, net	11,585			10,408			119			—			22,112
Earnings (loss) before income taxes	(4,276		)	37,500			1,483			—			34,707
Income tax expense	325			12,464			507			—			13,296
Equity in net earnings of subsidiaries	26,012			976			—			(26,988		)	—
Net earnings	$	21,411		$	26,012		$	976		$	(26,988	)	$	21,411
Other comprehensive income	1,357			865			865			(1,730		)	1,357
Comprehensive income	$	22,768		$	26,877		$	1,841		$	(28,718	)	$	22,768

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2012

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated Total
Net cash provided by (used in) operating activities	$	35,072		$	(19,760	)	$	(938	)	$	—	$	14,374
Cash flows from investing activities:
Additions to property, plant and equipment	(2,372		)	(6,736		)	(157		)	—		(9,265		)
Proceeds from sale of property, plant and equipment	79			—			—			—		79
Net cash used in investing activities	(2,293		)	(6,736		)	(157		)	—		(9,186		)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	(24,889		)	24,889			—			—		—
Repayments of long-term debt	(3,750		)	—			—			—		(3,750		)
Repurchases of common stock	(1,366		)	—			—			—		(1,366		)
Proceeds from issuance of common stock	5,685			—			—			—		5,685
Net cash provided by (used in) by financing activities	(24,320		)	24,889			—			—		569
Effect of exchange rate changes on cash and cash equivalents	—			—			(529		)	—		(529		)
Net increase (decrease) in cash and cash equivalents	8,459			(1,607		)	(1,624		)	—		5,228
Cash and cash equivalents at beginning of period	68,887			7,543			25,541			—		101,971
Cash and cash equivalents at end of period	$	77,346		$	5,936		$	23,917		$	—	$	107,199

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2011

(in thousands of U.S. dollars)



	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated Total
Net cash provided by operating activities	$	1,048		$	16,834		$	84		$	—	$	17,966
Cash flows from investing activities:
Additions to property, plant and equipment	(2,703		)	(2,285		)	(36		)	—		(5,024		)
Proceeds from sale of property, plant and equipment	20			—			—			—		20
Proceeds from sale of available-for-sale securities	1,494			—			—			—		1,494
Net cash used in investing activities	(1,189		)	(2,285		)	(36		)	—		(3,510		)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	17,594			(17,594		)	—			—		—
Borrowings of long-term debt	260,000			—			—			—		260,000
Repayments of long-term debt	(243,989		)	—			—			—		(243,989		)
Debt issuance costs	(4,880		)	—			—			—		(4,880		)
Repurchases of common stock	(45,530		)	—			—			—		(45,530		)
Proceeds from issuance of common stock	3,133			—			—			—		3,133
Net cash used in financing activities	(13,672		)	(17,594		)	—			—		(31,266		)
Effect of exchange rate changes on cash and cash equivalents	—			—			1,066			—		1,066
Net increase (decrease) in cash and cash equivalents	(13,813		)	(3,045		)	1,114			—		(15,744		)
Cash and cash equivalents at beginning of period	211,933			8,026			25,976			—		245,935
Cash and cash equivalents at end of period	$	198,120		$	4,981		$	27,090		$	—	$	230,191