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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
  FORM 10-K
  (Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission File Number 1-13780
  M & F WORLDWIDE
    CORP.
   Delaware(State or other jurisdiction of
    incorporation or organization)

02-0423416(I.R.S. Employer
    Identification No.)35 East
    62nd

    Street, New York, N.Y.(Address of principal executive offices)

10065(Zip Code)   212-572-8600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which
    registeredCommon Stock, par value $0.01 per share


New York Stock Exchange, Inc.   Securities registered pursuant to Section 12(g) of the
    Act: None
   o x
   o x
   x o
  Regulation S-T
 o o
  Regulation S-K Form 10-K Form 10-K. x
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer x
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2
 o x
    Form 10-K.
  This
    Form 10-K
    is being distributed to stockholders in lieu of a separate
    annual report.




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##### 





M &
    F WORLDWIDE CORP.
  INDEX TO
    ANNUAL REPORT ON
    FORM 10-K
  For the
    Year Ended December 31, 2009
   
 PAGEPART IItem 1.


Business


1Harland Clarke Holdings Corp.


2Harland Clarke


2Harland Financial Solutions


4Scantron


5Mafco Worldwide


8Non-Operating Contingent Claims, Indemnification and Insurance Matters


11Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


35Item 2.


Properties


35Item 3.


Legal Proceedings


37Item 4.


Submission of Matters to a Vote of Security
    Holders


37PART IIItem 5.


Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


38Item 6.


Selected Financial Data


39Item 7.


Managements Discussion and Analysis of Financial Condition and Results of Operations


41Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


73Item 8.


Financial Statements and Supplementary Data


75Item 9.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


75Item 9A.


Controls and Procedures


75Item 9B.


Other Information


77PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


*Item 11.


Executive Compensation


*Item 12.


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


*Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


*Item 14.


Principal Accounting Fees and Services


*PART IVItem 15.


Exhibits and Financial Statement Schedules


79EX-10.22EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2      *
    
    Incorporated by reference from
    M & F Worldwide Corp. 2010 Proxy Statement i




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PART I  Item 1.
    Business              e-mail
   1




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##### Table of Contents



Magnasweet Right Dress
  Company
    Overview
 Harland
    Clarke Holdings Harland
    Clarke    Products
    and Services
  Checks and Related Products
        Marketing Services
  business-to-consumer business-to-business
  
    marketing strategies such as acquisition, lead generation and
    nurturing, retention, activation, cross-selling and up-selling;
    data management and analytics; 2




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
    database design, development and hosting;
    print production and lettershop;
    teleservices; and
    online and
    e-mail
    marketing with advanced filtering to deliver targeted messages,
    social media and web analytics integration, and tools to manage
    complex enterprise and channel programs.  Customized Business and Home Office Products
    Sales
    and Marketing
    e-mail
  Clients
      Competition
  Harte-Hanks,
  Environmental
    Matters
     3




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and/or
 Harland
    Financial Solutions    Products
    and Services
    Pro Suite CreditQuest Interlinq
  Backlog
    Sales
    and Marketing
   4




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Clients
    Competition
   Scantron    Products
    and Services
  Education-Related Products
    Achievement Series Performance Series
  Achievement Series Performance Series Achievement Series Performance Series
   5




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Commercial, Healthcare, and Government-Related Products
        Field Maintenance Services
    Backlog
    Sales,
    Marketing and Product Support
  on-site
  Clients
    Competition
    Harland
    Clarke Holdings Suppliers
   6




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Harland
    Clarke Holdings Foreign Sales
    Harland
    Clarke Holdings Employees
    Harland
    Clarke Holdings Intellectual Property
    Governmental
    Regulation Related to Harland Clarke Holdings
  Gramm-Leach-Bliley
  direct-to-consumer
   7




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e-commerce and/or
 Mafco
    Worldwide  Overview
    Magnasweet
  Right Dress
    Products
    and Manufacturing
  Licorice Products
  Right Dress
  Non-licorice Products
   8




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Raw
    Materials
        Operating
    Strategies
    Sales
    and Marketing
     9




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Right Dress Right Dress 200-mile
  Competition
    The
    Tobacco Industry
           10




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Environmental
    Matters
    Seasonality
    in Business
  Right Dress
  Employees
   Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters   11




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12




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and/or
          Honeywell
    Indemnification
    Other
  LaserPro
 13




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Availability
    of Reports
  Form 10-K, Form 10-Q, Form 8-K
 14




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Item 1A.
    Risk
    Factors  M &
    F Worldwides holding company structure could limit its
    ability to pay its expenses and dividends on its common
    stock.
    Risks
    Related to Our Substantial Indebtedness
  We and
    our subsidiaries have substantial indebtedness, which may
    adversely affect our ability to operate our businesses and
    prevent our subsidiaries from fulfilling their obligations under
    their respective debt agreements.
  and/or
  
    make it more difficult for our subsidiaries to satisfy their
    obligations with respect to their indebtedness;
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of cash flow from
    operations to payments on indebtedness, thereby reducing the
    availability of cash flow to fund working capital, capital
    expenditures, research and development efforts and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our businesses and the industries in which we
    operate; and
    limit our ability to borrow additional funds.   15




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Harland
    Clarke Holdings and Mafco Worldwides ability to make
    payments on their indebtedness depends on their ability to
    generate sufficient cash in the future.
          Despite
    our and our subsidiaries current indebtedness levels, we
    and our subsidiaries may still be able to incur substantially
    more debt. Additional indebtedness could exacerbate the risks
    associated with our substantial leverage.
  and/or
 16




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Covenant
    restrictions under our subsidiaries indebtedness may limit
    each subsidiarys ability to operate its respective
    business.
    
    incur or guarantee additional indebtedness;
    make certain investments;
    make restricted payments;
    pay certain dividends or make other distributions;
    incur liens;
    enter into transactions with affiliates; and
    merge or consolidate or transfer and sell assets.      Risks
    Related to Our Business
  Weak
    economic conditions and further acceleration of check unit
    declines may continue to have an adverse effect on the
    Companys revenues and profitability and could result in
    additional impairment charges.
  Form 10-K.
   17




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
    the continued adverse economic environment, which may negatively
    affect future revenue and margins as a result of lower demand
    and pricing pressure;
    check unit declines that have continued at a higher rate than in
    the past and are expected to continue to decline at higher rates
    than in recent years, which may negatively affect future revenue
    for our Harland Clarke segment; and
    continued worldwide consumption declines in tobacco products
    using licorice, which may negatively affect future revenue for
    our Licorice Products segment.      Difficult
    conditions in the financial markets and a general economic
    downturn may adversely affect the business and results of
    operations of the Company and we cannot determine if these
    conditions will improve or worsen in the near
    future.
  and/or and/or
 18




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Account
    data breaches involving stored client data or misuse of such
    data could adversely affect our reputation, revenues, profits
    and growth.
  and/or
  Legislation
    and contracts relating to protection of personal data could
    limit or harm our future business.
         19




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e-commerce and/or
  We may
    experience processing errors or software defects that could harm
    our business and reputation.
    
    loss of clients;
    additional development costs;
    diversion of technical and other resources;
    negative publicity; or
    exposure to liability claims.  We may
    not successfully implement any or all components of our business
    strategies or realize all of our continued cost savings, which
    could reduce our revenues and profitability.
      We may
    be unable to protect our rights in intellectual property, and
    third-party infringement or misappropriation may materially
    adversely affect our profitability.
   20




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We may
    be unable to maintain our licenses to use third-party
    intellectual property on favorable terms.
    Third
    parties may claim we infringe on their intellectual property
    rights.
  and/or
  We are
    dependent upon third-party providers for significant information
    technology needs, and an interruption of services from these
    providers could materially and adversely affect our
    operations.
    We
    depend upon the talents and contributions of a limited number of
    individuals, many of whom would be difficult to replace, and the
    loss or interruption of their services could materially and
    adversely affect our business, financial condition and results
    of operations.
   21




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We
    face uncertainty with respect to future acquisitions, and
    unsuitable or unsuccessful acquisitions could materially and
    adversely affect our business, prospects, results of operations
    and financial condition.
        Our
    business is exposed to changes in interest rates.
    We are
    dependent on the success of our research and development and the
    failure to develop new and improved products could adversely
    affect our business.
    
    accurately anticipate and properly identify our customers
    needs and industry trends;
    price our products competitively;
    innovate, develop and commercialize new products and
    applications in a timely manner;
    obtain necessary regulatory approvals;
    differentiate our products from competitors
    products; and
    use our research and development budget efficiently.    We may
    be subject to sales and other taxes, which could have adverse
    effects on our business.
   22




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out-of-state
  We may
    be subject to environmental risks, and liabilities for
    environmental compliance or cleanup could have a material,
    adverse effect on our profitability.
      and/or
  Our
    principal stockholder has significant influence over
    us.
   23




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Risks
    Related to our Harland Clarke Segment
  The
    paper check industry overall is a mature industry and check
    usage is declining. Our business will be harmed if check usage
    declines faster than expected.
  period-over-period and/or
  Consolidation
    among financial institutions may adversely affect our
    relationships with our clients and our ability to sell our
    products and may therefore result in lower revenues and
    profitability.
  and/or
  We are
    dependent on a few large clients, and adverse changes in our
    relationships with these highly concentrated clients may
    adversely affect our revenues and profitability.
   24




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We
    face intense competition and pricing pressures in certain areas
    of our business, which could result in lower revenues, higher
    costs and lower profitability.
    Interruptions
    or adverse changes in our vendor or supplier relationships or
    delivery services could have a material adverse effect on our
    business.
    Increased
    production and delivery costs, such as fluctuations in paper
    costs, could materially adversely affect our
    profitability.
    Softness
    in direct mail response rates could have an adverse impact on
    our operating results.
  direct-to-consumer
 25




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and/or
  direct-to-consumer
  Risks
    Related to our Harland Financial Solutions and Scantron
    Segments
  If we
    fail to continually improve our Harland Financial Solutions and
    Scantron products, effectively manage our product offerings and
    introduce new products and service offerings, our business may
    suffer.
    
    continue to enhance and expand existing Harland Financial
    Solutions and Scantron products and services;
    make Harland Financial Solutions and Scantron products
    compatible with future and existing operating systems and
    applications that achieve popularity within the business
    application marketplace, including current and future versions
    of Windows, Unix and IBM iSeries;
    engage in new business initiatives; and
    develop and introduce new products and new services that satisfy
    increasingly sophisticated client requirements, keep pace with
    technological and regulatory developments, provide client value
    and are attractive to customers.    The
    revenues, cash flows and results of operations of our Harland
    Financial Solutions segment may be reduced if we need to lower
    prices or offer other favorable terms on our products and
    services to meet competitive pressures in the software
    industry.
   26




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Consolidation
    among financial institutions may adversely affect our
    relationships with Harland Financial Solutions clients and our
    ability to sell our products and may therefore result in lower
    revenues and profitability.
  and/or
  Downturns
    in general economic and industry conditions, enhanced regulatory
    burdens and reductions in information technology budgets could
    cause decreases in demand for our software and related services
    which could negatively affect our revenues, cash flows and
    results of operations.
    As our
    software offerings increase in number, scope and complexity, our
    need to prevent any undetected errors and to correct any
    identified errors may increase our costs, slow the introduction
    of new products and we may become subject to warranty or product
    liability claims which could be costly to resolve and result in
    negative publicity.
    Errors,
    defects or other performance problems of our products could
    result in harm or damage to our clients and expose us to
    liability, which may adversely affect our business and operating
    results.
   27




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Failure
    to hire and retain a sufficient number of qualified information
    technology professionals could have a material adverse effect on
    our business, results of operations and financial
    condition.
    We may
    not receive significant revenues from our current research and
    development efforts.
    Our
    Harland Financial Solutions segment provides services to clients
    that are subject to government regulations that could constrain
    its operations.
   28




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We may
    not be able to successfully develop new products and services
    for our Scantron segment, and those products and services may
    not receive widespread acceptance. As a result, the business,
    prospects, results of operations and financial condition of
    Scantron could be materially and adversely
    affected.
    Budget
    deficits may reduce funding available for Scantron products and
    services and have a negative impact on our
    revenue.
    If we
    are not able to obtain paper and other supplies at acceptable
    quantities and prices, our revenue could be adversely
    affected.
    Risks
    Related to Mafco Worldwides Business and
    Industry
  Mafco
    Worldwides business is heavily dependent on sales to the
    worldwide tobacco industry, and negative developments and trends
    within the tobacco industry could have a material adverse effect
    on Mafco Worldwides business, financial condition and
    results of operations.
    Consumption
    of tobacco products worldwide has declined steadily for
    years.
   29




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The
    tobacco industry has been subject to increased governmental
    taxation and regulation and in recent years has been subject to
    substantial litigation. These trends are likely to continue and
    it is likely that these trends will negatively affect tobacco
    product consumption and tobacco product
    manufacturers.
         30




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Changes
    in consumer preferences could decrease Mafco Worldwides
    revenues and cash flow.
  Magnasweet
  Changes
    in regulations regarding licorice confection may reduce Mafco
    Worldwides sales and profits.
    Competition
    and consolidation in the specialty sweetener industry may reduce
    Mafco Worldwides sales and profit margins.
  and/or
  and/or
  Any
    failure to comply with the many laws applicable to Mafco
    Worldwides business may result in significant fines and
    penalties.
   31




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Mafco
    Worldwide is heavily dependent on certain of its customers for a
    significant percentage of its net revenues.
    Many
    of Mafco Worldwides employees belong to labor unions, and
    strikes, work stoppages and other labor disturbances could
    adversely affect Mafco Worldwides operations and could
    cause its costs to increase.
    Changes
    in Mafco Worldwides relationships with its suppliers could
    have a material adverse effect on Mafco Worldwides
    business, financial condition and results of
    operations.
    Fluctuations
    in costs of licorice root and intermediary licorice extract
    could have a material adverse effect on Mafco Worldwides
    business, financial condition and results of
    operations.
    Mafco
    Worldwide is subject to risks associated with economic, climatic
    or political instability in countries in which Mafco Worldwide
    sources licorice root and intermediary licorice
    extract.
   32




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Mafco
    Worldwides business is exposed to domestic and foreign
    currency fluctuations and changes in interest
    rates.
      Any
    failure to maintain the quality of Mafco Worldwides
    manufacturing processes or raw materials could harm its
    operating results.
    Mafco
    Worldwides business is subject to risks related to
    weather, disease and pests that could adversely affect its
    business.
      Mafco
    Worldwide is subject to transportation risks.
   33




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Mafco
    Worldwides failure to accurately forecast and manage
    inventory could result in an unexpected shortfall of its
    products which could harm its business.
    Risks
    Relating to the Companys Contingent Claims
  The failure of Pneumo Abexs claims managers,
    guarantor, indemnitors and insurers to pay their obligations
    timely and substantially in full could have a material adverse
    effect on the Company.
    Risks
    Relating to the Companys Investments
  Negative conditions in the global credit markets may
    impair the liquidity of a portion of our investments in auction
    rate securities.
  available-for-sale
      34




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Harland
    Clarke
  ApproximateFloor Space


Leased/Location

Use

(Square Feet)


Owned StatusAtlanta, GA

Holding Company Headquarters and Harland Clarke Administration,
    Sales and Marketing


96,400



OwnedAtlanta, GA

Information Technology


36,000



OwnedAtlanta, GA (a)

Closed


54,000



OwnedAtlanta, GA (a)

Closed


132,300



OwnedAtlanta, GA

Tech Center


14,294



LeasedAtlanta, GA

Operations Support


9,665



LeasedBoulder City, NV

Administration and Production


4,000



LeasedBraintree, MA

Marketing Services and Production


102,000



LeasedCharlotte, NC

Administration


4,906



LeasedClayton, MO

Services


1,803



LeasedColorado Springs, CO

Services


22,665



LeasedDes Moines, IA

Printing


65,250



LeasedGlen Burnie, MD

Marketing Services and Production


120,000



LeasedGrapevine, TX

Printing


83,282



LeasedGreensboro, NC (a)

Closed


66,250



OwnedHato Rey, Puerto Rico

Printing


22,125



LeasedHato Rey, Puerto Rico

Sales


2,356



LeasedHigh Point, NC

Printing


135,000



LeasedJeffersonville, IN

Printing


141,332



LeasedKansas City, MO

Marketing Services


5,401



LeasedLisle, IL

Marketing Services


7,050



LeasedLouisville, KY

Printing


50,000



LeasedMilton, WA

Printing


87,640



LeasedNashville, TN

Administration


21,309



LeasedNew Braunfels, TX

Administration, Printing and Contact Center


98,030



OwnedPhoenix, AZ

Printing


64,000



LeasedRedwood City, CA

Administration


10,000



LeasedSalt Lake City, UT

Printing, Distribution and Contact Center


129,100



OwnedSan Antonio, TX

Printing


166,000



LeasedSan Antonio, TX

Contact Center


68,000



LeasedSan Antonio, TX

Contact Center


42,262



LeasedSan Antonio, TX

Corporate Headquarters


90,000



LeasedSan Antonio, TX

Administration


1,936



LeasedSan Antonio, TX

Warehouse


16,166



LeasedSan Antonio, TX

Warehouse


18,675



Leased     (a)
    
    Held for sale. 35




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Harland
    Financial Solutions
  ApproximateFloor Space


Leased/Location

Use

(Square Feet)


Owned StatusAtlanta, GA

Development and Support


7,098



LeasedBirmingham, AL

Development and Support


5,500



LeasedBothell, WA

Development and Support


20,784



LeasedCarmel, IN

Development and Support


5,931



LeasedCincinnati, OH

Administration and Service Bureau


63,901



LeasedClive, IA

Service Bureau


36,466



LeasedCotuit, MA

Development and Support


3,200



LeasedEnglewood, CO

Development and Support


28,800



LeasedFargo, ND

Development and Support


18,371



LeasedGrand Rapids, MI

Development and Support


5,703



LeasedLake Mary, FL

Corporate Headquarters, Development and Support


80,390



LeasedMiamisburg, OH

Development and Support


15,286



LeasedOrlando, FL

Processing


14,800



LeasedPleasanton, CA

Development and Support


49,115



LeasedPortland, OR

Administration, Development and Support


79,089



LeasedTel Aviv, Israel

Development and Support


4,693



Leased   Scantron
  ApproximateFloor Space


Leased/Location

Use

(Square Feet)


Owned StatusColumbia, PA

Printing


121,370



OwnedEagan, MN

Corporate Headquarters, Development and Support


109,500



OwnedIrvine, CA

Development and Support


110,000



LeasedLawrence, KS

Administration


21,000



LeasedOmaha, NE

Field Services, Administration and Support


50,000



OwnedSan Diego, CA

Development and Support


10,175



Leased   Mafco
    Worldwide
  ApproximateFloor Space


Leased/Location

Use

(Square Feet)


Owned StatusCamden, NJ

Licorice Manufacturing, Warehousing and Administration


390,000



OwnedCamden, NJ

Warehousing


78,000



LeasedPennsauken, NJ

Warehousing


58,160



LeasedCamden, NJ

Warehousing


48,000



LeasedGardanne, France

Licorice Manufacturing and Administration


48,900



OwnedRichmond, VA

Manufacturing and Administration for Non-licorice products


65,000



OwnedZhangjiagang, China

Licorice Extract Blending and Licorice Derivative Manufacturing,
    Warehousing and Administration


55,563



OwnedZhangjiagang, China

Warehousing


31,065



LeasedShanghai, China

Administration


1,352



LeasedXianyang, China

Administration


743



LeasedDubai, UAE

Sales


3,724



Leased  36




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Item 3.
    Legal
    Proceedings  LaserPro
            Item 4.
    Submission
    of Matters to a Vote of Security Holders   37




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High

LowCalendar 2008First Quarter

$
51.92


$
34.76Second Quarter


42.47



33.12Third Quarter


49.50



35.28Fourth Quarter


38.72



13.07Calendar 2009First Quarter

$
16.80


$
7.73Second Quarter


25.74



11.51Third Quarter


20.87



18.46Fourth Quarter


42.20



19.65     Form 10-K.
      Common
    Stock Performance
   38




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Comparison
    of Cumulative Total Return Among the Companys Common
    Stock, the S&P 500 Index,
    Deluxe Corporation Common Stock and R.R. Donnelley &
    Sons Co. Common Stock
  
  Value of Initial Investment

12/31/04

12/31/05

12/31/06

12/31/07

12/31/08

12/31/09M & F Worldwide Corp.

$
100.00


$
119.83


$
185.47


$
395.38


$
113.42


$
290.01S&P 500 Index

$
100.00


$
104.89


$
121.46


$
128.13


$
80.73


$
102.08Deluxe Corporation

$
100.00


$
84.23


$
74.65


$
100.23


$
48.48


$
52.09R.R. Donnelley & Sons Co.

$
100.00


$
99.90


$
107.07


$
116.86


$
44.01


$
77.81   Item 6.
    Selected
    Financial Data   39




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Form 10-K.
  Year Ended December 31,2009(a)


2008(b)


2007(c)


2006


2005(d)(in millions, except per share amounts)Statement of Operations Data:Net revenues

$
1,814.1


$
1,906.2


$
1,472.8


$
722.0


$
121.4Cost of revenues


1,055.4



1,128.3



889.3



439.2



66.5Gross profit


758.7



777.9



583.5



282.8



54.9Selling, general and administrative expenses


415.6



467.9



357.5



162.0



21.4Asset impairment charges


44.4



2.4



3.1







Restructuring costs


32.5



14.6



5.6



3.3



Operating income


266.2



293.0



217.3



117.5



33.5Interest expense, net


(137.4
)


(186.7
)


(163.3
)


(65.3
)


(1.5
)Gain (loss) on early extinguishment of debt


65.0







(54.6
)






Other (expense) income, net


(1.1
)


2.7



0.1







3.9Income (loss) before income taxes


192.7



109.0



(0.5
)


52.2



35.9Provision for income taxes


73.0



42.0



3.7



16.0



11.9Net income (loss) before extraordinary gain


119.7



67.0



(4.2
)


36.2



24.0Extraordinary gain






0.7











Net income (loss)

$
119.7


$
67.7


$
(4.2
)

$
36.2


$
24.0Earnings (loss) per common share before extraordinary gain:Basic

$
6.20


$
3.30


$
(0.20
)

$
1.82


$
1.25Diluted

$
6.17


$
3.30


$
(0.20
)

$
1.78


$
1.21Extraordinary gain per common share:Basic

$



$
0.04


$



$



$
Diluted

$



$
0.04


$



$



$
Earnings (loss) per common share:Basic

$
6.20


$
3.34


$
(0.20
)

$
1.82


$
1.25Diluted

$
6.17


$
3.34


$
(0.20
)

$
1.78


$
1.21   December 31,2009(a)


2008(b)


2007(c)


2006


2005(d)(in millions)Balance Sheet Data:Total assets

$
3,686.0


$
3,783.1


$
3,811.7


$
1,455.4


$
1,462.1Long-term debt including current portion and short-term
    borrowings(e)


2,316.2



2,482.6



2,475.6



692.7



733.2Stockholders equity


514.0



380.3



405.5



410.5



361.4     (a)
    
    Includes the financial position and
    results of operations of Transaction Holdings from the date of
    its acquisition on December 31, 2008, financial position
    and results of operations of Protocol IMS from the date of its
    acquisition on December 4, 2009 and financial position of
    SubscriberMail from the date of its acquisition on
    December 31, 2009. See Note 3 to our consolidated
    financial statements included elsewhere in this Annual Report on
    Form 10-K.(b)
    
    Includes the financial position and
    results of operations of Data Management from the date of its
    acquisition on February 22, 2008. See Note 3 to our
    consolidated financial statements included elsewhere in this
    Annual Report on
    Form 10-K.(c)
    
    Includes the financial position and
    results of operations of Harland from the date of its
    acquisition on May 1, 2007 and financial position and the
    results of operations of Wei Feng from the date of its
    acquisition on July 2, 2007. See Note 3 to our
    consolidated financial statements included elsewhere in this
    Annual Report on
    Form 10-K.(d)
    
    Includes the financial position and
    results of operations of Clarke American from the date of its
    acquisition on December 15, 2005.(e)
    
    Includes capital leases of
    $5.7 million, $2.6 million and $3.4 million at
    December 31, 2009, 2008 and 2007, respectively. 40




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    Item 6. Selected Financial Data and the
    M & F Worldwide consolidated financial statements and
    notes thereto included elsewhere in this Annual Report on
    Form 10-K.
  Overview
    of Business
    e-mail
      Magnasweet Right Dress
  The
    SubscriberMail and Protocol IMS Acquisitions
   41




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##### Table of Contents



The
    Transaction Holdings Acquisition
    The Data
    Management Acquisition
    The
    Harland Acquisition
      
    Harland Clarke Holdings entered into a $1,800.0 million
    senior secured term loan facility and a $100.0 million
    revolving credit facility; and
    Harland Clarke Holdings issued $305.0 million aggregate
    principal amount of senior floating rate notes due 2015 and
    $310.0 million aggregate principal amount of
    9.50% senior fixed rate notes due 2015.  Economic
    and Other Factors Affecting the Businesses of the
    Company
  Harland
    Clarke
  period-over-period and/or
 42




---



##### Table of Contents



Harte-Hanks,
  and/or
  Harland
    Financial Solutions
  and/or
      Scantron
   43




---



##### Table of Contents



Mafco
    Worldwide
             44




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue Recognition
     45




---



##### Table of Contents



percentage-of-completion
      and/or
      Inventories first-in,
  Income Taxes
   46




---



##### Table of Contents



Long-Lived Assets
  
    Significant underperformance relative to expected historical or
    projected future operating results;
    Significant changes in the manner of use of these assets or the
    strategy for the Companys overall business; and
    Significant negative industry or economic trends.    Goodwill and Acquired Intangible
    Assets
    and/or
     47




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##### Table of Contents



Contingencies and Indemnification
    Agreements
  Form 10-K.
  Pensions and Other Postretirement
    Benefits
    Derivative Financial
    Instruments
 48




---



##### Table of Contents



Investments available-for-sale
      Form 10-K.
  Accounting
    Guidance
  Form 10-K
  Off-Balance
    Sheet Arrangements
   49




---



##### Table of Contents



and/or
    Asset
    Impairments
    Restructuring
    Consolidated
    Operating Results
      Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Form 10-K).
 50




---



##### Table of Contents



Net
    Revenues:
  Year Ended December 31,2009


2008Consolidated Net Revenues:Harland Clarke segment

$
1,226.0


$
1,290.4Harland Financial Solutions segment


278.9



293.7Scantron segment


208.0



211.3Licorice Products segment


101.8



111.6Eliminations


(0.6
)


(0.8
)Total

$
1,814.1


$
1,906.2           Magnasweet Magnasweet
 51




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##### Table of Contents



Cost
    of Revenues:
  Year Ended December 31,2009


2008Consolidated Cost of Revenues:Harland Clarke segment

$
764.3


$
822.5Harland Financial Solutions segment


119.6



124.1Scantron segment


114.4



121.1Licorice Products segment


57.7



61.4Eliminations


(0.6
)


(0.8
)Total

$
1,055.4


$
1,128.3             Selling,
    General and Administrative Expenses:
  Year Ended December 31,2009


2008Consolidated Selling, General and Administrative Expenses:Harland Clarke segment

$
206.6


$
240.1Harland Financial Solutions segment


112.1



131.6Scantron segment


55.9



59.4Licorice Products segment


12.0



10.8Corporate


29.0



26.0Total

$
415.6


$
467.9  52




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##### Table of Contents



Asset
    Impairment Charges
      Form 10-K
 53




---



##### Table of Contents



Restructuring
    Costs
    Form 10-K).
  Interest
    Income
    Interest
    Expense
    Gain
    (Loss) on Early Extinguishment of Debt
  Form 10-K).
  Other
    (Expense) Income, Net
  other-than-temporary
  Provision
    for Income Taxes
   54




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##### Table of Contents



Extraordinary
    Gain
    Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Form 10-K).
  Net
    Revenues:
  Year Ended December 31,2008


2007Consolidated Net Revenues:Harland Clarke segment

$
1,290.4


$
1,104.5Harland Financial Solutions segment


293.7



183.0Scantron segment


211.3



83.6Licorice Products segment


111.6



102.9Eliminations


(0.8
)


(1.2
)Total

$
1,906.2


$
1,472.8            55




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##### Table of Contents



Magnasweet
  Cost
    of Revenues:
  Year Ended December 31,2008


2007Consolidated Cost of Revenues:Harland Clarke segment

$
822.5


$
711.8Harland Financial Solutions segment


124.1



75.7Scantron segment


121.1



47.5Licorice Products segment


61.4



55.5Eliminations


(0.8
)


(1.2
)Total

$
1,128.3


$
889.3          56




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##### Table of Contents



Selling,
    General and Administrative Expenses:
  Year Ended December 31,2008


2007Consolidated Selling, General and Administrative Expenses:Harland Clarke segment

$
240.1


$
202.9Harland Financial Solutions segment


131.6



90.5Scantron segment


59.4



23.7Licorice Products segment


10.8



11.9Corporate


26.0



28.5Total

$
467.9


$
357.5              57




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##### Table of Contents



Asset
    Impairment Charges
    Form 10-K
  Restructuring
    Costs
    Form 10-K).
  Interest
    Income
    Interest
    Expense
   58




---



##### Table of Contents



Gain
    (Loss) on Early Extinguishment of Debt
  Form 10-K).
  Other
    Income (Expense), Net
    Provision
    for Income Taxes
    Related
    Party Transactions
  The
    Transfer Agreement
      Registration
    Rights Agreement
   59




---



##### Table of Contents



12-month
  Affiliate
    Transactions
      Form 10-K).
  Form 10-K,
 60




---



##### Table of Contents



Stockholders
    Agreement
    Notes
    Receivable
    Form 10-K.
 61




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flow Analysis
          Stock
    Repurchase Program
     62




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##### Table of Contents



Investments
  available-for-sale
        The
    Companys Consolidated Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


4-5


AfterTotal


1 year


years


years


5 years(in millions)Secured loan
    agreement(1)

$
22.4


$
22.4


$



$



$
Revolving credit
    facilities(2)(8)


















Senior secured term
    loans(3)(8)


1,810.2



23.0



86.2



1,701.0



Senior
    notes(4)(8)


478.1















478.1Interest on long-term
    debt(5)(8)


457.3



106.1



190.9



146.0



14.3Capital lease obligations and other indebtedness


6.4



1.8



2.8



1.8



Operating lease obligations


132.4



27.7



47.3



30.8



26.6Raw material purchase obligations


23.4



22.7



0.7







Other long-term liabilities


31.9



0.6



16.9



1.8



12.6Client incentive
    payments(6)


58.6



24.5



25.2



8.9



Other purchase
    obligations(7)


24.7



11.1



5.5



8.1



Directors & Officers insurance financing


1.3



0.7



0.6







Postretirement benefit payments


12.4



1.2



2.5



2.4



6.3Total

$
3,059.1


$
241.8


$
378.6


$
1,900.8


$
537.9  63




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##### Table of Contents



(1)
    
    Secured loan agreement consists of
    M & F Worldwides loan with a financial
    institution that matures on June 11, 2010 and related
    interest. See Note 13 to the accompanying consolidated
    financial statements included elsewhere in this Annual Report on
    Form 10-K.(2)
    
    Revolving credit facilities consist
    of Harland Clarke Holdings and Mafco Worldwides
    revolving credit facilities. Harland Clarke Holdings
    $100.0 million revolving credit facility will mature on
    June 28, 2013. Mafco Worldwides $15.0 million
    revolving credit facility will mature on December 8, 2010.
    See Note 14 to the accompanying consolidated financial
    statements included elsewhere in this Annual Report on
    Form 10-K.(3)
    
    Harland Clarke Holdings
    $1,800.0 million senior secured term loan will mature on
    June 30, 2014, and Harland Clarke Holdings is required to
    make payments of principal in the amount of $18.0 million
    per year in equal quarterly installments. Mafco Worldwides
    $110.0 million term loan will mature on December 8,
    2011, and Mafco Worldwide is required to make payments of
    principal in the amount of up to $1.1 million per year in
    equal quarterly installments. No excess cash flow payments are
    required in 2010 for Harland Clarke Holdings and Mafco
    Worldwide. See Note 14 to the accompanying consolidated
    financial statements included elsewhere in this Annual Report on
    Form 10-K.(4)
    
    The senior notes will mature in
    2015 and include $271.3 million of Harland Clarke
    Holdings fixed rate notes and $206.8 million of
    Harland Clarke Holdings floating rate notes. See
    Note 14 to the accompanying consolidated financial
    statements included elsewhere in this Annual Report on
    Form 10-K.(5)
    
    Interest on long-term debt assumes
    that all floating rates of interest remain the same as those in
    effect at December 31, 2009 and includes the effect of the
    Companys interest rate derivative arrangements on future
    cash payments for the remaining period of those derivatives. The
    payments noted above also assume that the level of borrowing
    under the Harland Clarke Holdings and Mafco Worldwide revolving
    credit facilities remain at zero, as it was on December 31,
    2009, and all mandatory payments are made.(6)
    
    Represents unpaid amounts under
    existing client contracts.(7)
    
    Purchase obligations include
    amounts due under contracts with third-party service providers.
    Such contracts are primarily for information technology services
    including license rights for mainframe software usage, voice and
    network data services and telecommunication services. We
    routinely issue purchase orders to numerous vendors for the
    purchase of inventory and other supplies. These purchase orders
    are generally cancelable with reasonable notice to the vendor.
    As such, these purchase orders are not included in the purchase
    obligations presented in the table above.(8)
    
    The credit facilities and senior
    notes include early repayment provisions if certain events
    occur, including excess cash flow payments with respect to the
    senior secured credit facilities. See Note 14 to the
    accompanying consolidated financial statements included
    elsewhere in this Annual Report on
    Form 10-K.
    Payments in the table above assume that only mandatory principal
    payments will be made and that there will be no prepayments.      M &
    F Worldwide Secured Loan Agreement
   64




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##### Table of Contents



Mafco
    Worldwide Credit Agreement
          Harland
    Clarke Holdings Credit Agreement
     65




---



##### Table of Contents




    a rate per annum equal to the higher of (a) the prime rate
    of Credit Suisse and (b) the Federal Funds rate plus 0.50%,
    in each case plus an applicable margin of 1.50% per annum for
    revolving loans and for term loans; or
    a rate per annum equal to a reserve-adjusted LIBOR rate, plus an
    applicable margin of 2.50% per annum for revolving loans and for
    term loans.          Harland
    Clarke Holdings Senior Notes
   66




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##### Table of Contents



Impact of
    Inflation
    Liquidity
    Assessment
  Form 10-K)
  Harland
    Clarke Holdings
    
    Capital Expenditures.  Harland Clarke
    Holdings capital expenditures are primarily related to
    infrastructure investments, internally developed software, cost
    reduction programs, marketing initiatives and other projects
    that support future revenue growth. During the years ended
    December 31, 2009, 2008 and 2007, Harland Clarke Holdings
    incurred $42.2 million, $48.2 million, and
    $25.5 million of capital expenditures and
    $0.3 million, $0.7 million, and $0.4 million of
    capitalized interest, respectively. Capital expenditures for the
    years ended December 31, 2009 and 2008 include
    $11.8 million and $21.7 million, respectively, related
    to integration projects. Capital expenditures related to Harland
    operations are not included in periods prior to May 1,
    2007, the date of the Harland Acquisition.
    Contract Acquisition Payments.  During the
    years ended December 31, 2009, 2008 and 2007, Harland
    Clarke Holdings made $42.9 million, $43.8 million and
    $15.6 million of contract acquisition payments to its
    clients, respectively. Payments related to Harland operations
    are not included in periods prior to May 1, 2007, the date
    of the Harland Acquisition.
    Restructuring/Cost Reductions.  Restructuring
    accruals and purchase accounting reserves have been established
    for anticipated severance payments, costs related to facilities
    closures and other expenses related to the planned restructuring
    or consolidation of some of the Harland Clarke Holdings
    historical operations, as well as related to the Harland
    Acquisition, the Data Management Acquisition and the Transaction
    Holdings Acquisition. During the years ended December 31,
    2009, 2008 and 2007, Harland Clarke Holdings made
    $33.6 million, $19.2 million and $15.3 million of
    payments for restructuring, respectively. Periods prior to
    May 1, 2007, the date of the Harland Acquisition, do not
    include payments related to the acquired Harland operations. 67




---



##### Table of Contents



Mafco
    Worldwide
    
    Capital Expenditures.  During the years ended
    December 31, 2009, 2008, and 2007, Mafco Worldwide incurred
    $1.6 million, $1.2 million and $1.4 million of
    capital expenditures, respectively. While expenditures for
    future years are expected to be within this general range,
    future changes in governmental regulations could require the
    Company to substantially increase capital expenditures in order
    to comply with these regulations.
    Inventories.  Mafco Worldwides licorice
    raw materials are subject to a variety of agricultural risks.
    Additionally, most of the licorice root Mafco Worldwide
    purchases originates in countries and regions that have, from
    time to time, been subject to political instability.
    Accordingly, Mafco Worldwide must periodically build its raw
    materials supply in order to avoid material shortages or
    significant raw material price increases. Shortages of licorice
    raw materials could have a material adverse effect on Mafco
    Worldwides business, results of operations and financial
    condition.  Cash
    Flow Risks
     68




---



##### Table of Contents



Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters
           69




---



##### Table of Contents



and/or
          Honeywell
    Indemnification
   70




---



##### Table of Contents



Other
  LaserPro
      Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-K. Form 10-K
 71




---



##### Table of Contents




    the substantial indebtedness of Harland Clarke Holdings and its
    subsidiaries, Mafco Worldwide and its subsidiaries and
    M & F Worldwide;
    further adverse changes in or worsening of general economic and
    industry conditions, including the depth and length of the
    economic recession and higher unemployment, which could result
    in more rapid declines in product sales of
    and/or
    pricing pressure on the Harland Clarke and Scantron segments,
    and reductions in information technology budgets, which could
    result in adverse impacts on the Harland Financial Solutions
    segment;
    weak economic conditions and declines in the financial
    performance of our business that may result in material
    impairment charges, which could have a negative effect on the
    Companys earnings, total assets and market prices of the
    Companys outstanding securities;
    our ability to generate sufficient cash in the future that
    affects our ability to make payments on our indebtedness;
    our ability to incur substantially more debt that could
    exacerbate the risks associated with our substantial leverage;
    covenant restrictions under Harland Clarke Holdings, Mafco
    Worldwides and M & F Worldwides
    indebtedness that may limit our ability to operate our
    businesses and react to market changes;
    lack of access to cash flow or other assets of the
    Companys subsidiaries, including Harland Clarke Holdings
    and Mafco Worldwide;
    increases in interest rates;
    the maturity of the paper check industry, including a faster
    than anticipated decline in check usage due to increasing use of
    alternative payment methods, decreased consumer spending and
    other factors and our ability to grow non-check related product
    lines;
    consolidation among financial institutions;
    adverse changes or failures or consolidation of the large
    financial institution clients on which we depend, resulting in
    decreased revenues
    and/or
    pricing pressure;
    intense competition in all areas of our businesses;
    our ability to successfully manage future acquisitions;
    our ability to implement any or all components of our business
    strategy;
    interruptions or adverse changes in our vendor or supplier
    relationships;
    increased production and delivery costs;
    fluctuations in the costs of raw materials and other supplies;
    our ability to attract, hire and retain qualified personnel;
    technological improvements that may reduce any advantage over
    other providers in our respective industries;
    our ability to protect customer or consumer data against data
    security breaches;
    changes in legislation relating to consumer privacy protection
    that could increase our costs or limit our future business
    opportunities;
    contracts with our clients relating to consumer privacy
    protection that could restrict our business; 72




---



##### Table of Contents




    our ability to protect our intellectual property rights;
    our reliance on third-party providers for certain significant
    information technology needs;
    software defects or cyber attacks that could harm our businesses
    and reputation;
    sales and other taxes that could have adverse effects on our
    businesses;
    environmental risks;
    the ability of our Harland Financial Solutions segment to
    achieve organic growth;
    regulations governing the Harland Financial Solutions segment;
    our ability to develop new products for our Scantron segment;
    future warranty or product liability claims which could be
    costly to resolve and result in negative publicity;
    government and school clients budget deficits, which could
    have an adverse impact on our Scantron segment;
    softness in direct mail response rates;
    economic, climatic or political conditions in countries in which
    Mafco Worldwide sources licorice root or in countries where
    Mafco Worldwide manufactures licorice extracts and licorice
    derivatives;
    economic, climatic or political conditions that have an impact
    on the worldwide tobacco industry or on the consumption of
    tobacco products in which licorice products are used;
    additional government regulation of tobacco products, tobacco
    industry litigation or enactment of new or increased taxes on
    cigarettes or other tobacco products, to the extent any of the
    foregoing curtail growth in or actually reduce consumption of
    tobacco products in which licorice products are used or place
    limitations on the use of licorice extracts as additives used in
    manufacturing tobacco products;
    additional government regulation relating to non-tobacco uses of
    Mafco Worldwides products;
    the failure of third parties to make full and timely payment in
    our favor for environmental, asbestos, tax, acquisition-related
    and other matters for which we are entitled to indemnification;
    any material failure of the indemnification, assumption,
    guaranty or management arrangements that protect Pneumo Abex
    against contingent claims;
    lower than expected cash flow from operations;
    unfavorable foreign currency fluctuations;
    the loss of one of our significant customers;
    work stoppages and other labor disturbances; and
    unanticipated internal control deficiencies or weaknesses.    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks     73




---



##### Table of Contents



Form 10-K.
      available-for-sale
       74




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Regulation S-X Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rules 13(a)-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control over Financial Reporting
      
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.         75




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                
    76




---



##### Table of Contents



Item 9B.
    Other
    Information   77




---



##### Table of Contents



PART III  Form 10-K
 78




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    page F-1
    Exhibit No.

Description2.1

Stock Purchase Agreement, dated April 28, 1988, between
    Pneumo Abex and IC Industries, Inc. (predecessor of
    PepsiAmericas, Inc. (incorporated by reference to
    Exhibit 2.1 to Pneumo Abexs Registration Statement on
    Form S-1,
    Commission File
    No. 33-22725)
    as amended by an Amendment, dated as of August 29, 1988,
    and a Second Amendment and related Settlement Agreement, dated
    September 23, 1991 (incorporated by reference to
    Exhibit 10.4 to Abex Inc.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1992).2.2

Asset Purchase Agreement, dated as of November 21, 1994, by
    and between Pneumo Abex and Wagner Electric Corporation
    (incorporated by reference to Exhibit 1 to Abex Inc.s
    Current Report on
    Form 8-K
    dated November 21, 1994.2.3

Stock Purchase Agreement by and between M & F
    Worldwide Corp. and Honeywell International Inc., dated
    October 31, 2005 (incorporated by reference to
    Exhibit 2.1 of M & F Worldwide Corp.s
    Current Report on
    Form 8-K,
    dated October 31, 2005).2.4

Agreement and Plan of Merger by and among John H. Harland
    Company, M & F Worldwide Corp. and H Acquisition
    Corp., dated as of December 19, 2006 (incorporated by
    reference to Exhibit 2.1 of M & F Worldwide
    Corp.s Current Report on
    Form 8-K,
    dated December 20, 2006).2.5

Membership Interest Purchase Agreement by and among
    M & F Worldwide Corp., NCS Pearson Inc. and Pearson
    Inc., dated as of February 13, 2008 (incorporated by
    reference to Exhibit 2.1 of M & F Worldwide
    Corp.s Current Report on
    Form 8-K,
    dated February 14, 2008).3.1

Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3.1 to M &
    F Worldwide Corp.s Current Report on
    Form 8-K
    dated April 30, 1996).3.2

Certificate of Designations, Powers, Preferences and Rights of
    Series B Non-Cumulative Perpetual Participating Preferred
    Stock of M & F Worldwide Corp. (incorporated by
    reference to Exhibit 4.2 to M & F Worldwide
    Corp.s
    Form 8-K
    dated April 20, 2001).3.3

By-laws of M & F Worldwide Corp. as currently in
    effect (incorporated by reference to Exhibit 3.1 to
    M & F Worldwide Corp.s Current Report on
    Form 8-K
    dated December 27, 2007).4.1

Registration Rights Agreement between Holdings and the Company
    (incorporated by reference to Exhibit 2 to the
    Schedule 13D dated June 26, 1995 filed by Holdings
    Inc., MCG Holdings Inc. and Holdings in connection with the
    Companys capital stock).4.2

Indenture dated as of May 1, 2007 among Harland Clarke
    Holdings Corp., the co-issuers and guarantors party thereto and
    Wells Fargo Bank, N.A., as trustee (incorporated by reference to
    Exhibit 4.1 to Harland Clarke Holdings Corp. Registration
    Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.3

Registration Rights Agreement (relating to the initial notes)
    dated as of May 1, 2007 by and among Harland Clarke
    Holdings Corp., the Guarantors (listed therein), Credit Suisse
    Securities (USA) LLC, Bear, Stearns & Co., Inc.,
    Citigroup Global Markets Inc. and J.P. Morgan Securities
    Inc. (incorporated by reference to Exhibit 4.4 to Harland
    Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717). 79




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##### Table of Contents



Exhibit No.

Description4.4

Credit Agreement dated as of December 8, 2005 among Flavors
    Holdings Inc., Mafco Worldwide Corporation, the several lenders
    from time to time party thereto, JPMorgan Chase Bank, N.A., as
    administrative agent, Bear Stearns Corporate Lending Inc., as
    syndication agent, and Natexis Banques Populaires and National
    City Bank, as co-documentation agents (incorporated by reference
    to Exhibit 4.4 to M & F Worldwide Corp.s
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).4.5

Guarantee and Collateral Agreement made by Flavors Holdings
    Inc., Mafco Worldwide Corporation, and certain of its
    subsidiaries in favor of JPMorgan Chase Bank, N.A., as
    administrative agent, dated as of December 8, 2005
    (incorporated by reference to Exhibit 4.5 to M &
    F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).4.6

Mortgage, Security Agreement, Assignment of Leases and Rents,
    and Fixture Filing, made by Mafco Worldwide Corporation,
    Mortgagor, to JPMorgan Chase Bank, N.A., as Administrative
    Agent, Mortgagee, dated as of December 8, 2005
    (incorporated by reference to Exhibit 4.6 to M &
    F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).4.7

Credit Line Deed of Trust, Security Agreement, Assignment of
    Leases and Rents, and Fixture Filing, made by Mafco Worldwide
    Corporation, Grantor, in favor of Kanawha Land
    Title Services, LLC, as Trustee, for the use and benefit
    of, JP Morgan Chase Bank, N.A., as Administrative Agent,
    Beneficiary, dated as of December 8, 2005 (incorporated by
    reference to Exhibit 4.7 to M & F Worldwide
    Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).4.8

Notice of Grant of Security Interest in Trademarks, dated as of
    January 30, 2006, made by Mafco Worldwide Corporation in
    favor of JPMorgan Chase Bank, N.A., as Administrative Agent
    (incorporated by reference to Exhibit 4.8 to M &
    F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).4.9

Credit Agreement, dated as of April 4, 2007 among Harland
    Clarke Holdings Corp., the Subsidiary Borrowers (listed
    therein), the Lenders (listed therein) and Credit Suisse, Cayman
    Islands Branch, as administrative agent (incorporated by
    reference to Exhibit 4.5 to Harland Clarke Holdings Corp.
    Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.10

First Amendment to Credit Agreement, dated as of May 4,
    2007, by and among Harland Clarke Holdings Corp., the lender
    parties (listed therein) and Credit Suisse, Cayman Islands
    Branch, as administrative and collateral agent (incorporated by
    reference to Exhibit 4.6 to Harland Clarke Holdings Corp.
    Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.11

Guarantee and Collateral Agreement, dated as of May 1,
    2007, by and among Harland Clarke Holdings Corp. and certain
    subsidiaries in favor of Credit Suisse, Cayman Islands Branch
    (incorporated by reference to Exhibit 4.7 to Harland Clarke
    Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.12

Assumption Agreement, dated as of May 1, 2007 by and among
    Harland Clarke Corp., Harland Checks and Services, Inc.,
    Scantron Corporation, Harland Financial Solutions, Inc., HFS
    Core Systems, Inc., Centralia Holding Corp. and John H. Harland
    Company of Puerto Rico in favor of Credit Suisse, Cayman Islands
    Branch, as administrative and collateral agent (incorporated by
    reference to Exhibit 4.8 to Harland Clarke Holdings Corp.
    Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.13

Intellectual Property Security Agreement, dated as of
    May 1, 2007, by and among B(2)Direct, Inc., Checks in the
    Mail, Inc. and Clarke American Checks, Inc., the Grantors, in
    favor of Credit Suisse, Cayman Islands Branch, as administrative
    and collateral agent (incorporated by reference to
    Exhibit 4.9 to Harland Clarke Holdings Corp. Registration
    Statement on
    Form S-4,
    Commission File
    No. 333-143717). 80




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##### Table of Contents



Exhibit No.

Description4.14

Intellectual Property Security Agreement, dated as of
    May 1, 2007, by and among Harland Clarke Corp., Harland
    Checks and Services, Inc., Scantron Corporation, Harland
    Financial Solutions, Inc. and HFS Core Systems, Inc., the
    Grantors, in favor of Credit Suisse, Cayman Islands Branch, as
    administrative and collateral agent (incorporated by reference
    to Exhibit 4.10 to Harland Clarke Holdings Corp.
    Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.15

Joinder Agreement, dated as of May 1, 2007, by and among
    B(2)Direct, Inc., Checks in the Mail, Inc., Clarke American
    Checks, Inc., New CS, Inc., New SCSFH, Inc., H Acquisition
    Corp., New SCH, Inc., New SFH, Inc. and Credit Suisse, Cayman
    Islands Branch (incorporated by reference to Exhibit 4.11
    to Harland Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.16

Joinder Agreement, dated as of May 1, 2007, by and among
    Harland Clarke Corp., Harland Checks and Services, Inc.,
    Scantron Corporation, Harland Financial Solutions, Inc., HFS
    Core Systems, Inc. and Credit Suisse, Cayman Islands Branch
    (incorporated by reference to Exhibit 4.12 to Harland
    Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.17

Deed to Secure Debt by Harland Clarke Corp. to Credit Suisse,
    Cayman Islands Branch (5096 Panola Industrial Blvd, Decatur,
    Georgia and
    2933-2939
    Miller Road, Decatur, Georgia) (incorporated by reference to
    Exhibit 4.14 to Harland Clarke Holdings Corp. Registration
    Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.18

Deed of Trust, Security Agreement, Assignment of Rents and
    Leases and Fixture Filing by Scantron Corporation in favor of
    First American Title Insurance Company, as trustee for the
    benefit of Credit Suisse, Cayman Islands Branch (2020 South 156
    Circle, Omaha, Nebraska) (incorporated by reference to
    Exhibit 4.15 to Harland Clarke Holdings Corp. Registration
    Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.19

Mortgage by Clarke American Checks, Inc. to Credit Suisse,
    Cayman Islands Branch (124 Metropolitan Avenue, Salina, New
    York) (incorporated by reference to Exhibit 4.16 to Harland
    Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.20

Deed of Trust, Security Agreement, Assignment of Rents and
    Leases and Fixture Filing by Checks In The Mail Inc. in favor of
    Peter Graf, Esq., as trustee for the benefit of Credit
    Suisse, Cayman Islands Branch (2435 Goodwin Lane, New Braunfels,
    Texas) (incorporated by reference to Exhibit 4.18 to
    Harland Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.21

Deed of Trust, Security Agreement, Assignment of Rents and
    Leases and Fixture Filing by Clarke American Checks, Inc. in
    favor of Peter Graf, Esq., as trustee for the benefit of
    Credit Suisse, Cayman Islands Branch (5734 Farinon Drive,
    San Antonio, Texas) (incorporated by reference to
    Exhibit 4.19 to Harland Clarke Holdings Corp. Registration
    Statement on
    Form S-4,
    Commission File
    No. 333-143717).4.22

Deed of Trust, Security Agreement, Assignment of Rents and
    Leases and Fixture Filing by Harland Clarke Corp. in favor of
    First American Title Insurance Agency, LLC, as trustee for
    the benefit of Credit Suisse, Cayman Islands Branch
    (4867-4883 West
    Harold Gatty Road, Salt Lake City, Utah) (incorporated by
    reference to Exhibit 4.20 to Harland Clarke Holdings Corp.
    Registration Statement on
    Form S-4,
    Commission File
    No. 333-143717).10.1

Mutual Guaranty Agreement, dated as of December 30, 1994,
    between Abex Inc. and Cooper Industries Inc. (incorporated by
    reference to Exhibit 10.29 to Abex Inc.s Registration
    Statement on
    Form S-4,
    Commission File
    No. 33-92188).10.2

Transfer Agreement among the Company, MCG Intermediate Holdings
    Inc., Pneumo Abex and PCT International Holdings Inc.
    (incorporated by reference to Exhibit 10.1 to PCTs
    Current Report on
    Form 8-K
    dated June 28, 1995).10.3

Letter Agreement, dated as of June 26, 1995, between the
    Company and Mafco Consolidated Group LLC (incorporated by
    reference to Exhibit 10.2 to M & F Worldwide
    Corp.s Current Report on
    Form 8-K
    dated June 28, 1995). 81




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##### Table of Contents



Exhibit No.

Description10.4

Letter Agreement, dated as of February 5, 1996, between the
    Company and Mafco Consolidated Group LLC (incorporated by
    reference to Exhibit 6 to Amendment No. 2 to
    Schedule 13D dated February 8, 1996 filed by Holdings,
    Mafco Consolidated Group LLC and Mafco Consolidated Holdings
    Inc. in connection with the Companys capital stock).10.5

Contract between Mafco Worldwide Corporation and
    Licorice & Paper Employees Association of Camden, New
    Jersey effective June 1, 2008.10.6+

Stephen G. Taub Executive Employment Agreement (incorporated by
    reference to Exhibit 10.29 to M & F Worldwide
    Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2001).10.7+

First Amendment to the Employment Agreement by and between Mafco
    Worldwide Corporation and Stephen G. Taub, dated as of
    October 31, 2006 (incorporated by reference to
    M & F Worldwide Corp.s Current Report on
    Form 8-K
    dated October 31, 2006).10.8+

Second Amendment, dated as of December 31, 2008, to the
    Employment Agreement, dated as of August 1, 2001, as
    amended as of October 31, 2006, between Mafco Worldwide
    Corporation and Stephen G. Taub (incorporated by reference to
    Exhibit 10.3 to M & F Worldwide Corp.s
    Current Report on
    Form 8-K
    filed on January 7, 2009).10.9

Second Amended and Restated Management Services Agreement, dated
    as of June 30, 2007, by and between MacAndrews &
    Forbes Inc., and M & F Worldwide Corp. (incorporated
    by reference to Exhibit 10.1 to M & F Worldwide
    Corp.s Current Report on
    Form 8-K
    dated June 25, 2007).10.10+

M & F Worldwide Corp. Amended and Restated Outside
    Directors Deferred Compensation Plan (incorporated by reference
    to Exhibit 99.1 to M & F Worldwide Corp.s
    Registration Statement on
    Form S-8
    dated November 21, 2008).10.11+

M & F Worldwide Corp. 2003 Stock Option Plan
    (incorporated by reference to M & F Worldwide
    Corp.s Definitive Proxy Statement on Schedule 14A
    dated April 2, 2004).10.12

Tax Sharing Agreement, dated as of December 15, 2005, by
    and among M & F Worldwide Corp., Harland Clarke
    Holdings Corp., and PCT International Holdings Inc.
    (incorporated by reference to Exhibit 10.15 to
    M & F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005).10.13+

Employment Agreement, dated as of February 13, 2008,
    between Harland Clarke Holdings Corp. and Charles T. Dawson
    (incorporated by reference to Exhibit 10.1 to Harland
    Clarke Holdings Corp.s Current Report on
    Form 8-K
    filed on February 15, 2008).10.14+

Amendment, dated as of December 31, 2008, to the Employment
    Agreement, dated as of February 13, 2008, between Harland
    Clarke Holdings Corp. and Charles T. Dawson (incorporated by
    reference to Exhibit 10.2 to M & F Worldwide
    Corp.s Current Report on
    Form 8-K
    filed on January 7, 2009).10.15+

M & F Worldwide Corp. 2005 Long Term Incentive Plan
    (incorporated by reference to Exhibit 10.1 to M &
    F Worldwide Corp.s
    Form 8-K
    filed on May 24, 2006).10.16+

M & F Worldwide Corp. 2005 Long Term Incentive
    Plan  Form of Award Agreement for Participating
    Executives of Clarke American Corp. (incorporated by reference
    to Exhibit 10.2 to M & F Worldwide Corp.s
    Form 8-K
    filed on May 24, 2006).10.17+

M & F Worldwide Corp. 2008 Long Term Incentive Plan
    (incorporated by reference to Exhibit 10.15 to
    M & F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).10.18+

Amendment No. 1 to the M & F Worldwide Corp. 2008
    Long Term Incentive Plan, dated as of December 31, 2008
    (incorporated by reference to Exhibit 10.2 to M &
    F Worldwide Corp.s Current Report on
    Form 8-K
    filed on January 7, 2009).10.19+

M & F Worldwide Corp. 2008 Long Term Incentive
    Plan  Award Agreement for Participating Executives
    (incorporated by reference to Exhibit 10.16 to
    M & F Worldwide Corp.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).10.20

M & F Worldwide Corp. Stockholders Agreement
    (incorporated by reference to Exhibit 99.1 to M &
    F Worldwide Corp.s
    Form 8-K
    filed on January 22, 2009). 82




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##### Table of Contents



Exhibit No.

Description10.21

Mafco Worldwide Amended & Restated Benefit Restoration
    Plan, effective January 1, 2009 (incorporated by reference
    to Exhibit 10.4 to M & F Worldwide Corp.s
    Current Report on
    Form 8-K
    filed on January 7, 2009).10.22+*

Amendment, dated as of February 2, 2010, to the Employment
    Agreement, dated as of February 13, 2008, between Harland
    Clarke Holdings Corp. and Charles T. Dawson.21.1*

List of subsidiaries.23.1*

Consent of Independent Registered Public Accounting Firm.31.1*

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated February 26, 2010.31.2*

Certification of Paul G. Savas, Chief Financial Officer, dated
    February 26, 2010.32.1

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated February 26, 2010 pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002 (furnished herewith).32.2

Certification of Paul G. Savas, Chief Financial Officer, dated
    February 26, 2010, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002 (furnished herewith).     *
    
    Filed herewith+
    
    Denotes management contract or compensatory plan or arrangement
    required to be filed as an exhibit hereto. 83




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##### Table of Contents



SIGNATURES
    M & F WORLDWIDE CORP.
  Dated: February 26, 2010

By: /s/  Barry
    F. SchwartzBarry
    F. Schwartz
    President, Chief Executive Officer and Director
    (Principal Executive Officer)Dated: February 26, 2010

By: /s/  Paul
    G. SavasPaul
    G. Savas
    Executive Vice President
    and Chief Financial Officer
    (Principal Financial Officer)Dated: February 26, 2010

By: /s/  Alison
    M. HorowitzAlison
    M. Horowitz
    Vice President,
    Treasurer and Controller
    (Principal Accounting Officer)  84




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##### Table of Contents



Signature

Title

Date/s/  Ronald
    O. PerelmanRonald
    O. Perelman

Director

February 26, 2010/s/  Philip
    E. BeekmanPhilip
    E. Beekman

Director

February 26, 2010/s/  William
    C. BevinsWilliam
    C. Bevins

Director

February 26, 2010/s/  Martha
    L. ByorumMartha
    L. Byorum

Director

February 26, 2010/s/  Charles
    T. DawsonCharles
    T. Dawson

Director

February 26, 2010/s/  Viet
    D. DinhViet
    D. Dinh

Director

February 26, 2010/s/  Theo
    W. FolzTheo
    W. Folz

Director

February 26, 2010/s/  John
    M. KeaneJohn
    M. Keane

Director

February 26, 2010/s/  Paul
    M. MeisterPaul
    M. Meister

Director

February 26, 2010/s/  Barry
    F. SchwartzBarry
    F. Schwartz

Director

February 26, 2010/s/  Bruce
    SlovinBruce
    Slovin

Director

February 26, 2010/s/  Stephen
    G. TaubStephen
    G. Taub

Director

February 26, 2010/s/  Carl
    B. WebbCarl
    B. Webb

Director

February 26, 2010  85




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    AND FINANCIAL STATEMENT SCHEDULES
    YEAR ENDED DECEMBER 31, 2009
       
 PagesReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders
    Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7The following financial statement schedules of M & F
    Worldwide Corp. and Subsidiaries are included in Item 15(a):Schedule I  Condensed Financial
    Information of Registrant


F-58Schedule II  Valuation and
    Qualifying Accounts and Reserves


F-61     F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           other-than-temporary FAS 115-2, Other-Than-Temporary
        F-2




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##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Balance
    Sheets
 (in millions, except share and per share data)
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
133.7


$
102.2Accounts receivable (net of allowances of $3.3 and $2.9)


133.1



144.0Investments in marketable securities


24.6



Inventories


139.4



127.1Income taxes receivable


12.2



9.0Deferred tax assets


22.4



24.7Prepaid expenses and other current assets


78.1



52.4Total current assets


543.5



459.4Property, plant and equipment, net


175.6



192.2Goodwill


1,517.3



1,509.1Other intangible assets, net


1,297.9



1,438.3Pension asset


10.5



11.2Contract acquisition payments, net


28.6



39.8Investments in auction-rate securities


29.4



33.6Other assets


83.2



99.5Total assets

$
3,686.0


$
3,783.1LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
41.0


$
60.1Deferred revenues


116.1



103.8Short-term debt


22.2



26.3Current maturities of long-term debt


24.5



26.7Accrued liabilities:Salaries, wages and employee benefits


56.7



72.9Income and other taxes payable


15.5



13.9Customer incentives


23.5



25.7Other current liabilities


34.6



59.6Total current liabilities


334.1



389.0Long-term debt


2,269.5



2,429.6Deferred tax liabilities


462.6



480.5Other liabilities


105.8



103.7Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2009 and 2008


0.2



0.2Additional paid-in capital


75.4



73.3Treasury stock at cost; 4,541,900 shares at
    December 31, 2009 and 2008


(106.6
)


(106.6
)Retained earnings


556.7



437.2Accumulated other comprehensive (loss) income, net of taxes:Currency translation adjustments


6.5



4.5Funded status of benefit plans


(10.5
)


(9.0
)Derivative fair-value adjustment


(8.6
)


(16.6
)Unrealized gains (losses) on investments, net


0.9



(2.7
)Total accumulated other comprehensive loss, net of taxes


(11.7
)


(23.8
)Total stockholders equity


514.0



380.3Total liabilities and stockholders equity

$
3,686.0


$
3,783.1    F-3




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##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Statements of
    Operations
 (in millions, except per share data)
  Year Ended December 31,2009


2008


2007Product revenues, net

$
1,519.6


$
1,603.4


$
1,302.2Service revenues, net


294.5



302.8



170.6Total net revenues


1,814.1



1,906.2



1,472.8Cost of products sold


904.3



971.8



808.6Cost of services provided


151.1



156.5



80.7Total cost of revenues


1,055.4



1,128.3



889.3Gross profit


758.7



777.9



583.5Selling, general and administrative expenses


415.6



467.9



357.5Asset impairment charges


44.4



2.4



3.1Restructuring costs


32.5



14.6



5.6Operating income


266.2



293.0



217.3Interest income


1.7



4.2



9.4Interest expense


(139.1
)


(190.9
)


(172.7
)Gain (loss) on early extinguishment of debt


65.0







(54.6
)Other (expense) income, net


(1.1
)


2.7



0.1Income (loss) before income taxes and extraordinary gain


192.7



109.0



(0.5
)Provision for income taxes


73.0



42.0



3.7Net income (loss) before extraordinary gain


119.7



67.0



(4.2
)Extraordinary gain






0.7



Net income (loss)

$
119.7


$
67.7


$
(4.2
)Earnings (loss) per common share before extraordinary gain:Basic

$
6.20


$
3.30


$
(0.20
)Diluted

$
6.17


$
3.30


$
(0.20
)Extraordinary gain per common share:Basic

$



$
0.04


$
Diluted

$



$
0.04


$
Earnings (loss) per common share:Basic

$
6.20


$
3.34


$
(0.20
)Diluted

$
6.17


$
3.34


$
(0.20
)    F-4




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##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Statements of Stockholders
    Equity
 (in millions)
  AccumulatedAdditional











OtherCommon Stock


Paid-in


Treasury Stock


Retained


ComprehensiveShares


Amount


Capital


Shares


Amount


Earnings


Income (Loss)


TotalBalance, December 31, 2006


22.8


$
0.2


$
50.5



2.5


$
(14.8
)

$
373.7


$
0.9


$
410.5Net loss






















(4.2
)






(4.2
)Currency translation adjustment, net of taxes of $0.0


























6.0



6.0Change in unrecognized amounts included in pension and
    postretirement obligation, net of taxes of $0.1


























(0.1
)


(0.1
)Unrealized losses on investments, net of
    taxes of $0.3


























(0.5
)


(0.5
)Reclassification for investment write-down included in net
    income, net of taxes of $0.3


























0.5



0.5Derivative fair-value adjustment, net of taxes of $8.9


























(14.0
)


(14.0
)Total comprehensive loss






























(12.3
)Stock options exercised


0.8







5.2



















5.2Issuance of restricted stock and amortization of unearned
    compensation, net of taxes of $0.0


0.2







2.1



















2.1Balance, December 31, 2007


23.8


$
0.2


$
57.8



2.5


$
(14.8
)

$
369.5


$
(7.2
)

$
405.5Net income






















67.7







67.7Currency translation adjustment, net of taxes of $0.0


























(3.8
)


(3.8
)Change in unrecognized amounts included in pension and
    postretirement obligation, net of taxes of $4.6


























(7.4
)


(7.4
)Unrealized losses on investments, net of
    taxes of $1.7


























(3.2
)


(3.2
)Reclassification for investment write-downs included in net
    income, net of taxes of $0.3


























0.5



0.5Derivative fair-value adjustment, net of taxes of $2.0


























(2.7
)


(2.7
)Total comprehensive income






























51.1Repurchase of common stock














2.0



(91.8
)










(91.8
)Tax benefits related to prior year stock option exercises










14.6



















14.6Amortization of unearned compensation and vesting of restricted
    stock, net of taxes of $0.0


0.1







0.9



















0.9Balance, December 31, 2008


23.9


$
0.2


$
73.3



4.5


$
(106.6
)

$
437.2


$
(23.8
)

$
380.3Cumulative effect of adoption of amended guidance for
    determining whether an impairment is
    other-than-temporary
    for debt securities, net of
    taxes of $0.1






















(0.2
)


0.2



Net income






















119.7







119.7Currency translation adjustment, net of taxes of $0.0


























2.0



2.0Change in unrecognized amounts included in pension and
    postretirement obligation, net of taxes of $1.1


























(1.5
)


(1.5
)Unrealized gains on investments, net of
    taxes of $0.9


























1.6



1.6Reclassification for investment write-down and realized loss
    included in net income, net of taxes of $0.9


























1.8



1.8Derivative fair-value adjustment, net of taxes of $5.2


























8.0



8.0Total comprehensive income






























131.6Amortization of unearned compensation and vesting of restricted
    stock, net of taxes of $0.0










2.1



















2.1Balance, December 31, 2009


23.9


$
0.2


$
75.4



4.5


$
(106.6
)

$
556.7


$
(11.7
)

$
514.0    F-5




---



##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Statements of Cash Flows
    (in millions)
  Year Ended December 31,2009


2008


2007Operating activitiesNet income (loss)

$
119.7


$
67.7


$
(4.2
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation


59.6



68.4



60.3Amortization of intangible assets


104.3



98.1



68.3Amortization of deferred financing fees and original discount


7.3



8.2



7.9(Gain) loss on early extinguishment of debt


(65.0
)






54.6Restricted stock amortization


2.1



0.9



2.1Deferred income taxes


(20.5
)


(27.8
)


(4.7
)Tax benefits from stock options exercised






(14.6
)


Asset impairments


44.4



2.4



3.1Realized and unrealized loss on marketable securities


2.7



0.8



0.8Changes in operating assets and liabilities, net of effect of
    businesses acquired:Accounts receivable


13.7



(15.1
)


1.7Inventories


(11.5
)


(18.7
)


1.5Prepaid expenses and other assets


(21.9
)


(0.6
)


(6.3
)Pension asset


(0.1
)


(1.3
)


(1.4
)Contract acquisition payments, net


11.2



11.8



20.6Accounts payable and accrued liabilities


(54.8
)


(13.3
)


(0.3
)Deferred revenues


11.1



11.2



12.1Income and other taxes


(1.1
)


20.5



12.5Other, net


5.2



0.5



1.0Net cash provided by operating activities


206.4



199.1



229.6Investing activitiesPurchase of businesses, net of cash acquired


(11.4
)


(235.3
)


(1,452.9
)Proceeds from sale of joint venture


1.0







Purchase of marketable securities


(24.6
)






(10.0
)Proceeds from sale and redemptions of marketable securities


5.3



2.4



Investment in related party notes receivable






(14.4
)


Net repayments of related party notes receivable


5.2



1.8



Proceeds from sale of property, plant and equipment


0.7



5.7



3.3Capital expenditures


(43.8
)


(49.4
)


(26.9
)Capitalized interest


(0.3
)


(0.7
)


(0.4
)Other, net


(4.2
)


(0.6
)


(0.7
)Net cash used in investing activities


(72.1
)


(290.5
)


(1,487.6
)Financing activitiesProceeds from stock options exercised










5.2Tax benefits from stock options exercised






14.6



Repurchase of common stock






(91.8
)


Issuance of notes










615.0Redemption of notes


(67.6
)






(175.0
)Borrowings on credit agreements






62.0



1,800.0Repayments of credit agreements and other borrowings


(30.8
)


(82.0
)


(687.9
)Premiums, penalties and consent payments related to
    extinguishment of debt










(41.2
)Proceeds from issuance of short-term debt






27.2



Repayments of short-term debt


(4.1
)


(0.9
)


Insurance premium financing payments


(0.3
)


(0.1
)


Debt issuance cost










(56.6
)Net cash (used in) provided by financing activities


(102.8
)


(71.0
)


1,459.5Effect of exchange rate changes on cash and cash equivalents






(0.5
)


0.2Net increase (decrease) in cash and cash equivalents


31.5



(162.9
)


201.7Cash and cash equivalents at beginning of period


102.2



265.1



63.4Cash and cash equivalents at end of period

$
133.7


$
102.2


$
265.1Supplemental disclosure of cash paid for:Interest, net of amounts capitalized

$
139.7


$
175.2


$
158.5Income taxes, net of refunds


97.0



52.9



(8.5
)    F-6




---



##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesNotes to Consolidated Financial
    Statements
 (dollars in millions, except per share data)
  1.
    Description
    of the Business and Basis of Presentation              e-mail
   F-7




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Magnasweet Right Dress
      Subsequent
    Events
    2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Revenue
    Recognition
  and/or
 F-8




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
          percentage-of-completion percentage-of-completion
        Customer
    Incentives
   F-9




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Shipping
    and Handling
    Cash
    and Cash Equivalents
    Investments
  available-for-sale
  other-than-temporary
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Inventories
  first-in,
  Contract
    Acquisition Payments
   F-10




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Advertising
        Property,
    Plant and Equipment
      Machinery and equipment


3  15 yearsComputer software and hardware


3  5 yearsLeasehold improvements


1  20 yearsBuildings and improvements


20  30 yearsFurniture, fixtures and transportation equipment


5  8 years   Software
    and Other Development Costs
   F-11




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  product-by-product
    Goodwill
    and Acquired Intangible Assets
      and/or
 F-12




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
              Long-Lived
    Assets
    Income
    and Other Taxes
     F-13




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Pensions
    and Other Postretirement Benefits
        Translation
    of Foreign Currencies
    Self-Insurance
    Share-Based
    Payments
    Derivative
    Financial Instruments
   F-14




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      Deferred
    Financing Fees
    Restructuring
    Charges
    Reclassifications
     F-15




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Recently
    Adopted Accounting Guidance
      other-than-temporary other-than-temporary other-than-temporary other-than-temporary
       F-16




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Recently
    Issued Accounting Guidance
        3.
    Acquisitions  Acquisition
    of Data Management
   F-17




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Accounts receivable





$
15.9Inventories






7.5Property, plant and equipment






25.5Goodwill






116.2Other intangible assets:Customer relationships

$
65.4Trademarks and tradenames


2.4Patented technology and software


7.5Total other intangible assets






75.3Other assets






0.6Total assets acquired






241.0Deferred revenues






7.6Other liabilities






10.1Net assets acquired





$
223.3          F-18




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Pro
    Forma Financial Information
    Unaudited Pro FormaYear EndedDecember 31, 2008Net revenues

$
1,923.5Operating income


294.6Net income


68.7Depreciation and amortization (excluding amortization of
    deferred financing fees)


168.2Basic earnings per common share

$
3.41Diluted earnings per common share

$
3.41         Acquisition
    of Protocol IMS and SubscriberMail
   F-19




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Acquisition
    of Transaction Holdings
      Peldec
    Assets Purchase
      Acquisition
    of Wei Feng Enterprises Limited
       F-20




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Acquisition
    of Harland and Related Financing Transactions
      Harland Clarke Holdings $1,800.0 Senior Secured Term Loan

$
1,800.0Harland Clarke Holdings Senior Floating Rate Notes due 2015


305.0Harland Clarke Holdings 9.50% Senior Fixed Rate Notes due
    2015


310.0$
2,415.0     Cash





$
23.8Accounts receivable






84.4Property, plant and equipment






125.6Goodwill






992.7Other intangible assets:Customer relationships

$
675.2Trademarks and tradenames


114.7Patented technology


12.2Software


50.8Total other intangible assets






852.9Other assets






144.7Total assets acquired






2,224.1Deferred revenues






77.9Long-term debt






229.1Deferred tax liabilities






267.0Other liabilities






184.6Net assets acquired





$
1,465.5    F-21




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
        4.
    Inventories    December 31,2009


2008Finished goods

$
36.0


$
33.9Work-in-progress


11.3



10.3Raw materials


92.1



82.9$
139.4


$
127.1   5.
    Property,
    Plant and Equipment    December 31,2009


2008Machinery and equipment

$
137.0


$
140.8Computer software and hardware


134.0



102.1Leasehold improvements


28.5



22.4Buildings and improvements


48.5



51.2Furniture, fixtures and transportation equipment


15.7



17.6Land


12.1



12.9Construction-in-progress


14.1



15.2389.9



362.2Accumulated depreciation


(214.3
)


(170.0
)$
175.6


$
192.2     Construction-in-progress
 F-22




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   6.
    Assets
    Held For Sale    Location

Former Use

Year ClosedAtlanta, GA

Operations support


2008Atlanta, GA

Printing


2008Greensboro, NC

Printing


2009Syracuse, NY

Printing


2009       December 31,2009


2008Land

$
1.4


$
1.0Buildings and improvements


3.5



1.7$
4.9


$
2.7    F-23




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   7.
    Goodwill
    and Other Intangible Assets    HarlandHarland


Financial





LicoriceClarke


Solutions


Scantron


Products


TotalBalance as of December 31, 2007

$
768.4


$
425.9


$
152.6


$
44.4


$
1,391.3Data Management acquisition










115.9







115.9Transaction Holdings acquisition


2.8















2.8Adjustments to goodwill


1.1



(0.5
)


(0.2
)






0.4Effect of exchange rate changes






(0.4
)


(0.1
)


(0.8
)


(1.3
)Balance as of December 31, 2008


772.3



425.0



268.2



43.6



1,509.1Protocol IMS acquisition


0.9















0.9SubscriberMail acquisition


6.3















6.3Adjustments to goodwill


(0.1
)






0.3







0.2Effect of exchange rate changes






0.2



0.1



0.5



0.8Balance as of December 31, 2009

$
779.4


$
425.2


$
268.6


$
44.1


$
1,517.3     Gross Carrying Amount


Accumulated AmortizationUseful Life


December 31,


December 31,


December 31,


December 31,(in years)


2009


2008


2009


2008Amortized intangible assets:Customer relationships


3-30


$
1,234.6


$
1,231.8


$
261.5


$
171.2Trademarks and tradenames


2-25



154.5



8.3



3.4



1.1Software and other


2-10



65.1



60.6



28.2



18.2Patents and patents pending


3-20



20.0



19.6



4.0



2.31,474.2



1,320.3



297.1



192.8Indefinite-lived intangible assets:Product formulations






109.8



109.8







Trademarks and tradenames






11.0



201.0







Total other intangible assets





$
1,595.0


$
1,631.1


$
297.1


$
192.8      F-24




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    2010

$
108.82011


101.82012


94.42013


84.52014


77.4        F-25




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   8.
    Income
    Taxes    Year Ended December 31,2009


2008


2007Income (loss) before income taxes:Domestic

$
193.6


$
112.6


$
2.3Foreign


(0.9
)


(3.6
)


(2.8
)Total income (loss) before income taxes

$
192.7


$
109.0


$
(0.5
)Provision (benefit) for income taxes:Current:Federal

$
76.9


$
61.6


$
State and local


15.4



6.8



3.3Foreign


1.2



1.4



0.993.5



69.8



4.2Deferred:Federal


(18.9
)


(25.6
)


0.7State and local


(2.4
)


(0.4
)


(0.9
)Foreign


0.8



(1.8
)


(0.3
)(20.5
)


(27.8
)


(0.5
)Total provision for income taxes

$
73.0


$
42.0


$
3.7  F-26




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    December 31,2009


2008Current:Net operating loss carryforwards

$
0.3


$
0.8Accrued expenses and other liabilities


27.6



26.6Net current deferred tax asset


27.9



27.4Valuation allowance


(5.5
)


(2.7
)22.4



24.7Long-term:Postretirement benefits obligations


9.7



9.7Deferred compensation


0.5



0.9Interest rate hedges liability


3.1



10.2Net operating loss carryforwards


12.7



5.6Other liabilities


14.9



12.3Deferred gain on debt repurchase


(24.9
)


Property, plant and equipment


(6.9
)


(10.0
)Pension asset


(1.8
)


(2.1
)Intangible assets


(462.6
)


(503.8
)Net long-term deferred tax liability


(455.3
)


(477.2
)Valuation allowance


(7.3
)


(3.3
)(462.6
)


(480.5
)Net deferred tax liabilities

$
(440.2
)

$
(455.8
)     Year Ended December 31,2009


2008


2007Tax provision (benefit) at statutory rate

$
67.5


$
38.2


$
(0.2
)State and local taxes


7.2



5.1



0.8Foreign losses with no benefit


1.7







1.5Permanent differences


(0.9
)


(0.2
)


0.6Effect of change in uncertain tax positions


(3.5
)


(0.7
)


0.1Extraterritorial benefit recorded






(1.4
)


Effect of change in state tax rates on deferred taxes










0.3Other


1.0



1.0



0.6$
73.0


$
42.0


$
3.7    F-27




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    2011-2019,
      2009


2008


2007Balance at January 1

$
18.7


$
20.1


$
10.7Additions from acquisitions










9.6Additions based on tax positions related to the current year










Additions for tax positions for prior years


1.7







Reductions for tax positions for prior years


(6.7
)


(1.4
)


(0.2
)Settlements










Balance at December 31

$
13.7


$
18.7


$
20.1          F-28




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   9.
    Authorized
    Capital Stock      10.
    Stock
    Plans       F-29




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   11.
    Defined
    Benefit Pension and Other Postretirement Benefit Plans  Mafco
    Worldwide
      December 31,2009


2008Accumulated Benefit Obligation

$
10.7


$
9.6Change in Projected Benefit ObligationProjected benefit obligation at beginning of year

$
11.4


$
10.5Service cost


0.4



0.4Interest cost


0.7



0.7Plan amendments






0.3Actuarial loss (gain)


0.5



(0.1
)Benefits paid


(0.3
)


(0.4
)Projected benefit obligation at end of year


12.7



11.4Change in Plan AssetsFair value of assets at beginning of year


20.1



26.9Actual returns (losses) on plan assets


0.5



(7.3
)Company contributions


0.3



0.9Benefits paid


(0.3
)


(0.4
)Fair value of assets at end of year


20.6



20.1Net pension asset

$
7.9


$
8.7     December 31,2009


2008Pension asset

$
10.5


$
11.2Other liabilities


(2.6
)


(2.5
)$
7.9


$
8.7  F-30




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Prior service cost

$
0.6Net actuarial loss


7.6$
8.2       Year ended December 31,2009


2008


2007Service cost

$
(0.4
)

$
(0.4
)

$
(0.4
)Interest cost


(0.7
)


(0.7
)


(0.6
)Expected return on plan assets


1.6



2.2



2.3Amortization of prior service cost


(0.1
)


(0.1
)


(0.2
)Amortization of net actuarial loss


(0.8
)


(0.1
)


Net periodic pension (expense) income

$
(0.4
)

$
0.9


$
1.1   Contributions
    Benefit
    Payments
    2010

$
0.32011


0.32012


0.62013


0.62014


0.42015-2019


4.3    F-31




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Assumptions
    December 31,2009

2008Weighted-average assumptions used to determine benefit
    obligation at year-end:Discount rate


5.75-6.00
%


6.25
%Rate of compensation increase


3.50
%


3.50
%   Year ended December 31,2009

2008

2007Weighted-average assumptions used to determine net periodic
    benefit cost:Discount rate


6.25
%


6.25
%


5.80
%Expected long term rate of return on plan assets


8.00
%


8.00
%


8.50
%Rate of compensation increase


3.50
%


3.50
%


3.50
%       Investment
    Policies
   F-32




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Target RangesSalary Plan

Union PlansAsset classes:Cash equivalents and other

0% - 15%

0% - 15%Fixed income securities

65% - 100%

45% - 75%Equity securities

0% - 15%

25% - 55%     Fair
    Value Measurement of Pension Plan Assets
    Total


Level 1


Level 2


Level 3Cash and cash
    equivalents(1)

$
(0.6
)

$
(0.6
)

$



$
Mutual funds


1.7



1.7







Common and collective funds


5.0







5.0



Corporate bonds


5.1







5.1



Government bonds


9.2



9.2







Exchange traded funds


0.2



0.2







$
20.6


$
10.5


$
10.1


$
     (1)

    
    The negative amount for cash reflects securities trades where
    settlement was pending as of December 31, 2009.   F-33




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      Harland
    Clarke Holdings
          2009


2008APBO at beginning of year

$
17.5


$
15.6Changes in APBO:Interest cost


1.0



0.9Benefits paid


(2.4
)


(2.7
)Retiree contributions


1.1



1.2Health benefits subsidy


0.1



Actuarial loss


1.6



2.5APBO at end of year

$
18.9


$
17.5Included in accrued salaries, wages and employee benefits

$
1.2


$
1.1Included in other liabilities


17.7



16.4APBO at end of year

$
18.9


$
17.5  F-34




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    2009


2008Fair value of plan assets at beginning of year

$



$
Employer contributions


1.2



1.5Retiree contributions


1.1



1.2Health benefits subsidy


0.1



Benefits paid


(2.4
)


(2.7
)Fair value of plan assets at end of year

$



$
Funded status

$
(18.9
)

$
(17.5
)Unrecognized actuarial net loss


2.6



1.0Cumulative (charge) to other comprehensive income


(2.6
)


(1.0
)Benefit obligation at end of year

$
(18.9
)

$
(17.5
)     2009


2008Unrecognized actuarial net loss

$
2.6


$
1.0     Year Ended December 31,2009


2008


2007Interest on accumulated postretirement benefit obligation

$
1.0


$
0.9


$
0.6Net amortization










Net postretirement benefit cost

$
1.0


$
0.9


$
0.6Other changes in benefit obligations recognized in other
    comprehensive loss (income):Unrecognized actuarial net loss (gain)


1.6



2.5



(1.5
)Total recognized in net periodic benefit cost and other
    comprehensive loss (income)

$
2.6


$
3.4


$
(0.9
)    F-35




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    1 Percentage

1 PercentagePoint Increase

Point DecreaseEffect on total interest cost for 2009

$
0.1


$
(0.1
)Effect on postretirement benefit obligation at December 31,
    2009


1.3



(1.1
)     2010

$
1.22011


1.22012


1.22013


1.22014


1.22015-2019


6.3     12.
    Defined
    Contribution Pension Plans    13.
    Short-Term
    Debt   F-36




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   14.
    Long-Term
    Debt  December 31,2009


2008Harland Clarke Holdings $1,900.0 Senior Secured Credit Facilities

$
1,755.0


$
1,773.0Harland Clarke Holdings Senior Floating Rate Notes due 2015


206.8



305.0Harland Clarke Holdings 9.50% Senior Fixed Rate Notes due
    2015


271.3



310.0Mafco Worldwide $125.0 Senior Secured Credit Facilities


55.2



65.7Capital lease obligations and other indebtedness


5.7



2.62,294.0



2,456.3Less: current maturities


(24.5
)


(26.7
)Long-term debt, net of current maturities

$
2,269.5


$
2,429.6   Harland
    Clarke Holdings $1,900.0 Senior Secured Credit
    Facilities
    and/or
    
    A rate per annum equal to the higher of (a) the prime rate
    of Credit Suisse and (b) the Federal Funds rate plus 0.50%,
    in each case plus an applicable margin of 1.50% per annum for
    revolving loans and for term loans; or
    A rate per annum equal to a reserve-adjusted LIBOR rate, plus an
    applicable margin of 2.50% per annum for revolving loans and for
    term loans.     F-37




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
            Harland
    Clarke Holdings Senior Notes due 2015
   F-38




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      Harland
    Clarke Holdings Prior Credit Facilities
      Harland
    Clarke Holdings Senior Notes due 2013
    Gain
    on Early Extinguishment of Debt
    Loss
    on Early Extinguishment of Debt
   F-39




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Mafco
    Worldwide $125.0 Senior Secured Credit Facilities
          Capital
    Lease Obligations and Other Indebtedness
   F-40




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Annual
    Maturities
    2010

$
24.52011


69.62012


19.02013


19.02014


1,683.8   15.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
           F-41




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Derivatives Designatedas Cash Flow



December 31,Hedging Instruments:

Balance Sheet Classification

2009

2008Interest rate swaps

Other current liabilities

$
6.3


$
13.8Other liabilities


7.9



13.7       Year Ended December 31, 2009Loss Reclassifiedfrom AccumulatedDerivatives Designated

Loss Recognized in

Other Comprehensiveas Cash Flow

Other Comprehensive

Loss into InterestHedging Instruments:

Income

ExpenseInterest rate swaps

$
18.3


$
31.6       Balances and Net Changes:

2009Balance at the beginning of the period

$
16.6Loss reclassified from accumulated other comprehensive loss into
    interest expense, net of taxes of $12.2


(19.4
)Net change in fair value of interest rate swaps, net of taxes of
    $6.9


11.4Balance at end of period

$
8.6   16.
    Fair
    Value Measurements   F-42




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Nonrecurring
    Fair Value Measurements
    Fair Value atNovember 1,







Impairment2009

(Level 1)

(Level 2)

(Level 3)

ChargesIndefinite-lived trademarks and tradenames

$
156.8










$
156.8


$
44.2     Recurring
    Fair Value Measurements
    Balance atDecember 31,2009

(Level 1)

(Level 2)

(Level 3)Marketable securities

$
55.9


$
26.5


$



$
29.4Liability for interest rate swaps


14.2







14.2



   Balance atDecember 31,2008

(Level 1)

(Level 2)

(Level 3)Marketable securities

$
33.8


$
0.2


$



$
33.6Liability for interest rate swaps


27.5







27.5



      F-43




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      2009


2008Balance at beginning of period

$
33.6


$
Transfers to Level 3






40.0Par value redemption






(2.4
)Unrealized losses recorded in accumulated other comprehensive
    loss






(4.0
)Change in unrealized loss recorded in other expense, net


1.8



Sale of securities


(6.0
)


Balance at end of period

$
29.4


$
33.6     Fair
    Value of Financial Instruments
     F-44




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   17.
    Marketable
    Securities  available-for-sale
  Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueBalance at December 31, 2009:Equity securities

$
0.3


$
1.7


$
(0.1
)

$
1.9ARS


29.4











29.4United States treasury securities


24.6











24.6Total marketable securities

$
54.3


$
1.7


$
(0.1
)

$
55.9Balance at December 31, 2008:Equity securities

$
0.3


$
0.1


$
(0.2
)

$
0.2ARS


37.6







(4.0
)


33.6Total marketable securities

$
37.9


$
0.1


$
(4.2
)

$
33.8           Less Than 12 Months


More Than 12 MonthsUnrealized





UnrealizedFair Value


Losses


Fair Value


LossesAt December 31, 2009:Equity securities

$



$



$
0.1


$
0.1At December 31, 2008:Equity securities

$
0.1


$
0.2


$



$
ARS


33.6



4.0







  F-45




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  other-than-temporary. other-than-temporary other-than-temporarily
  18.
    Restructuring  Harland
    Clarke and Corporate
             F-46




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Established inBeginning


Purchase








Non-cash


EndingBalance


Accounting


Expensed


Paid in Cash


utilization


BalanceYear Ended December 31, 2009:Severance and severance-related

$
7.4


$



$
18.1


$
(23.0
)

$



$
2.5Facilities closures and other costs


2.3







7.6



(2.8
)


(4.6
)


2.5Total

$
9.7


$



$
25.7


$
(25.8
)

$
(4.6
)

$
5.0Year Ended December 31, 2008:Severance and severance-related

$
8.5


$
1.8


$
7.0


$
(9.9
)

$



$
7.4Facilities closures and other costs


2.9



0.8



1.3



(1.7
)


(1.0
)


2.3Total

$
11.4


$
2.6


$
8.3


$
(11.6
)

$
(1.0
)

$
9.7Year Ended December 31, 2007:Severance and severance-related

$
1.7


$
13.0


$
2.9


$
(9.1
)

$



$
8.5Facilities closures and other costs


1.0



1.4



2.7



(1.1
)


(1.1
)


2.9Total

$
2.7


$
14.4


$
5.6


$
(10.2
)

$
(1.1
)

$
11.4     Harland
    Financial Solutions
       F-47




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Established inAcquisitionBeginning


Purchase





Paid in


EndingBalance


Accounting


Expensed


Cash


BalanceYear Ended December 31, 2009:Severance and severance-related

$
1.4


$



$
3.3


$
(3.7
)

$
1.0Facilities and other costs


0.7







0.5



(1.1
)


0.1Total

$
2.1


$



$
3.8


$
(4.8
)

$
1.1Year Ended December 31, 2008:Severance and severance-related

$
0.7


$
(0.1
)

$
3.9


$
(3.1
)

$
1.4Facilities and other costs


1.7



(0.4
)






(0.6
)


0.7Total

$
2.4


$
(0.5
)

$
3.9


$
(3.7
)

$
2.1Year Ended December 31, 2007:Severance and severance-related

$



$
5.2


$



$
(4.5
)

$
0.7Facilities and other costs






2.3







(0.6
)


1.7Total

$



$
7.5


$



$
(5.1
)

$
2.4   Scantron
       F-48




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Established inAcquisitionBeginning


Purchase





Paid in


Non-Cash


EndingBalance


Accounting


Expensed


Cash


Utilization


BalanceYear Ended December 31, 2009:Severance and severance-related

$
1.0


$



$
2.7


$
(3.0
)

$
(0.2
)

$
0.5Facilities and other costs










0.3







(0.3
)


Total

$
1.0


$



$
3.0


$
(3.0
)

$
(0.5
)

$
0.5Year Ended December 31, 2008:Severance and severance-related

$



$
2.5


$
2.3


$
(3.8
)

$



$
1.0Facilities and other costs










0.1



(0.1
)






Total

$



$
2.5


$
2.4


$
(3.9
)

$



$
1.0       19.
    Commitments
    and Contingencies  Lease
    and Purchase Commitments
    2010

$
27.72011


25.52012


21.52013


16.82014


14.3Thereafter


26.6         Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters
   F-49




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
             F-50




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    and/or
          Honeywell
    Indemnification
   F-51




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Other
  LaserPro
      20.
    Transactions
    with Related Parties  Management
    Services Agreement
     F-52




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Restricted
    Stock
    Notes
    Receivable
      Joint
    Venture Transactions
        Other
   F-53




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      21.
    Stock
    Repurchase Program      22.
    Significant
    Customers    23.
    Business
    Segment Information    
    Harland Clarke segment Provides checks and
    related products, direct marketing services and customized
    business and home products to financial, retail and software
    providers as well as consumers and small businesses. This
    segment operates in the United States and Puerto Rico.
    Harland Financial Solutions segment Provides
    technology products and services to financial services clients
    worldwide. This segment operates primarily in the United States,
    Israel and Ireland. F-54




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   
    Scantron segment Provides data management
    solutions and related services to educational, commercial,
    healthcare and governmental entities worldwide. This segment
    operates in the United States and Canada.
    Licorice Products segment Produces licorice
    products used primarily by the tobacco and food industries. This
    segment operates in the United States, France and the
    Peoples Republic of China.    HarlandHarland

Financial



Licorice

CorporateClarke(1)(5)

Solutions(1)(2)

Scantron(1)(3)

Products(4)

and
    Other(1)(6)

TotalProduct revenues, net:2009

$
1,221.6


$
73.0


$
123.2


$
101.8


$



$
1,519.62008


1,285.4



79.9



126.5



111.6







1,603.42007


1,101.4



50.0



47.9



102.9







1,302.2Service revenues, net:2009

$
4.4


$
205.9


$
84.2


$



$



$
294.52008


4.7



213.8



84.3











302.82007


2.5



133.0



35.1











170.6Intersegment revenues:2009

$



$



$
0.6


$



$
(0.6
)

$
2008


0.3







0.5







(0.8
)


2007


0.6







0.6







(1.2
)


Operating income
    (loss):(7)2009

$
195.8


$
32.8


$
34.5


$
32.1


$
(29.0
)

$
266.22008


217.1



34.1



28.4



39.4



(26.0
)


293.02007


181.1



16.8



12.4



35.5



(28.5
)


217.3Depreciation and amortization (excluding amortization of
    deferred financing fees and original discount):2009

$
109.3


$
26.9


$
25.9


$
1.8


$



$
163.92008


112.5



28.7



23.3



2.0







166.52007


98.2



17.3



10.6



2.4



0.1



128.6Non-cash asset impairment charges:2009

$
33.6


$
10.6


$
0.2


$



$



$
44.42008


2.4



















2.42007


3.1



















3.1Capital expenditures (excluding capital leases):2009

$
28.3


$
6.5


$
7.4


$
1.6


$



$
43.82008


32.2



4.0



12.0



1.2







49.42007


18.0



5.6



1.9



1.4







26.9Total assets:December 31, 2009

$
1,070.3


$
327.0


$
290.3


$
278.6


$
1,719.8


$
3,686.0December 31, 2008


1,184.2



335.4



307.0



269.3



1,687.2



3,783.1     (1)
    
    Includes results of the acquired
    Harland businesses from the date of acquisition.(2)
    
    Includes results of the acquired
    Peldec business from the date of acquisition.(3)
    
    Includes results of the acquired
    Data Management business from the date of acquisition.(4)
    
    Includes results of the acquired
    Wei Feng business from the date of acquisition.(5)
    
    Includes results of the acquired
    Transaction Holdings, Protocol IMS and SubscriberMail businesses
    from the date of acquisition.(6)
    
    Total assets include goodwill of
    $1,517.3 and $1,509.1 as of December 31, 2009 and 2008,
    respectively, which is not assigned to the operating segments.(7)
    
    Includes restructuring costs of
    $32.5, $14.6 and $5.6 for 2009, 2008 and 2007, respectively (see
    Note 18). F-55




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
     December 31,2009


2008Long-lived assets:North America

$
1,738.5


$
1,771.9Foreign


33.0



35.5Corporate


33.2



33.2Total

$
1,804.7


$
1,840.6   24.
    Unaudited
    Quarterly Financial Information    2009First


Second


Third


FourthNet revenues

$
464.3


$
451.9


$
450.7


$
447.2Gross profit


189.2



188.7



192.1



188.7Net income


51.3



29.1



36.5



2.8Income per common share:Basic

$
2.65


$
1.51


$
1.89


$
0.15Diluted

$
2.64


$
1.50


$
1.88


$
0.14   2008First


Second


Third


FourthNet revenues

$
472.0


$
484.9


$
482.3


$
467.0Gross profit


189.0



202.8



194.6



191.5Net income before extraordinary gain


12.5



18.6



20.1



15.8Extraordinary gain






0.7







Net income


12.5



19.3



20.1



15.8Income per common share before extraordinary gain:Basic

$
0.58


$
0.88


$
1.04


$
0.82Diluted

$
0.58


$
0.88


$
1.04


$
0.82Extraordinary gain per common share:Basic

$



$
0.04


$



$
Diluted

$



$
0.04


$



$
Income per common share:Basic

$
0.58


$
0.92


$
1.04


$
0.82Diluted

$
0.58


$
0.92


$
1.04


$
0.82    F-56




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
   25.
    Earnings
    (Loss) Per Share    Year Ended December 31,2009


2008


2007Net income (loss) before extraordinary gain

$
119.7


$
67.0


$
(4.2
)Extraordinary gain






0.7



Net income (loss)

$
119.7


$
67.7


$
(4.2
)Weighted-average shares outstanding (in millions):Basic


19.3



20.1



21.0Dilutive impact of stock options and stock units


0.1







Diluted


19.4



20.1



21.0Earnings (loss) per common share before extraordinary gain:Basic

$
6.20


$
3.30


$
(0.20
)Diluted

$
6.17


$
3.30


$
(0.20
)Extraordinary gain per share:Basic

$



$
0.04


$
Diluted

$



$
0.04


$
Earnings (loss) per share:Basic

$
6.20


$
3.34


$
(0.20
)Diluted

$
6.17


$
3.34


$
(0.20
)  F-57




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of RegistrantBalance Sheets (Parent Only)
    (in millions, except share and per share data) December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
57.8


$
16.9Prepaid expenses and other current assets


1.1



8.6Total current assets


58.9



25.5Investment in subsidiaries


447.8



349.2Receivable from subsidiaries


1.2



2.2Deferred tax assets


3.9



1.4Investments in auction-rate securities


29.4



33.6Other assets


1.4



2.1Total assets

$
542.6


$
414.0LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
5.3


$
2.1Short-term debt


22.2



26.3Total current liabilities


27.5



28.4Payable to subsidiaries






4.7Other liabilities


1.1



0.6Stockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2009 and 2008


0.2



0.2Additional paid-in capital


75.4



73.3Treasury stock at cost; 4,541,900 shares at
    December 31, 2009 and 2008


(106.6
)


(106.6
)Retained earnings


556.7



437.2Accumulated other comprehensive loss, net of taxes


(11.7
)


(23.8
)Total stockholders equity


514.0



380.3Total liabilities and stockholders equity

$
542.6


$
414.0  F-58




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of RegistrantStatements of Operations (Parent Only)
    (in millions) Year Ended December 31,2009


2008


2007General and administrative expenses

$
16.2


$
11.2


$
12.4Operating loss


(16.2
)


(11.2
)


(12.4
)Interest, investment and other (expense) income, net


(2.5
)


1.3



3.0Loss from operations before income taxes


(18.7
)


(9.9
)


(9.4
)Benefit for income taxes


(6.5
)


(4.5
)


(3.2
)Loss from operations


(12.2
)


(5.4
)


(6.2
)Equity in income of subsidiaries


131.9



73.1



2.0Net income (loss)

$
119.7


$
67.7


$
(4.2
)  F-59




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##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Statements of Cash Flows (Parent Only)
    (in millions)
  Year Ended December 31,2009


2008


2007Operating activitiesNet income (loss)

$
119.7


$
67.7


$
(4.2
)Adjustments to reconcile net income (loss) to total cash used in
    operating activities:Equity in income of subsidiaries


(131.9
)


(73.1
)


(2.0
)Restricted stock amortization


2.1



0.9



2.1Realized and unrealized loss on auction-rate securities


2.7







Tax benefits from stock options exercised






(14.6
)


Changes in assets and liabilities:Receivable from/payables to subsidiaries


(3.7
)


(1.2
)


4.9Other, net


8.3



2.3



(2.1
)Cash used in operating activities


(2.8
)


(18.0
)


(1.3
)Investing activitiesInvestments in auction-rate securities










(10.0
)Sales and redemption of auction-rate securities


5.3



2.4



Dividends from Harland Clarke Holdings


41.3



65.0



1.8Dividends from Mafco Worldwide


1.5



1.5



1.5Cash provided by (used in) investing activities


48.1



68.9



(6.7
)Financing activitiesTax benefits from stock options exercised






14.6



Proceeds from stock options exercised










5.2Purchases of treasury stock






(91.8
)


Proceeds from issuance of short-term debt






27.2



Repayments of short-term debt


(4.1
)


(0.9
)


Insurance premium financing payments


(0.3
)


(0.1
)


Cash (used in) provided by financing activities


(4.4
)


(51.0
)


5.2Net increase (decrease) in cash and cash equivalents


40.9



(0.1
)


(2.8
)Cash and cash equivalents at beginning of period


16.9



17.0



19.8Cash and cash equivalents at end of period

$
57.8


$
16.9


$
17.0  F-60




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##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts and Reserves
    (in millions)
    Beginning

Amounts

Balance

EndingAllowance for Doubtful Accounts and Sales Returns and
    Allowance Reserves

Balance

Reserved

Written Off

BalanceDecember 31, 2009

$
2.9


$
7.7


$
7.3


$
3.3December 31, 2008

$
2.6


$
8.0


$
7.7


$
2.9December 31, 2007

$
0.1


$
5.5


$
3.0


$
2.6  F-61