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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, 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, 2008oro

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

02-0423416(State or other jurisdiction of
    incorporation or organization)

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

    Street, New York, N.Y.

10065(Address of principal executive offices)

(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 $.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-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, 2008
   
 PAGEPART IItem 1.


Business


1Harland Clarke Holdings Corp.


2Harland Clarke


2Harland Financial Solutions


4Scantron


5Mafco Worldwide


9Non-Operating Contingent Claims, Indemnification and Insurance Matters


13Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


35Item 2.


Properties


36Item 3.


Legal Proceedings


38Item 4.


Submission of Matters to a Vote of Security
    Holders


38PART IIItem 5.


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


39Item 6.


Selected Financial Data


40Item 7.


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


42Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


73Item 8.


Financial Statements and Supplementary Data


74Item 9.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


74Item 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, Financial Statement Schedules


79EX-10.5: CONTRACTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-24.1: POWERS OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION      *
    
    Incorporated by reference from
    M & F Worldwide Corp. 2009 Proxy Statement i




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PART I  Item 1.
    Business            e-mail
     1




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Magnasweet Right Dress
  Company
    Overview
 Harland
    Clarke Holdings Harland
    Clarke    Products
    and Services
  Checks and Related Products and Services
        Marketing Services
    
    turnkey marketing solutions  a suite of campaigns
    that uses Stratics, our proprietary predictive modeling
    software, and is designed around core financial products and
    services such as CDs, money market accounts, auto loans and
    mortgages;
    onboarding  an ongoing, integrated client marketing
    solution that builds long-term relationships by engaging new
    checking account holders and growing them into satisfied,
    profitable and loyal customers;
    agency services  highly customized direct marketing
    campaigns that use client-tailored predictive models to support
    a variety of marketing strategies including acquisition,
    retention, activation, and cross-selling and up-selling; 2




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
    checkbook messaging  a program that employs digital
    print technology to insert targeted, intelligence-driven
    marketing messages into the checkbook; and
    e-mail
    marketing  a program that uses market-leading
    technology as well as high security and filter standards to
    deliver targeted, intelligence-driven marketing messages to
    customers who prefer
    e-mail
    communication.  Contact Center Services
    Sales
    and Marketing
      Clients
      Competition
  Harte-Hanks,
  
    improving client satisfaction through consistent product quality
    and expertise in matching client preferences with the right
    product and delivery options;
    expanding client relationships through cross-selling and
    up-selling both check and related financial products on behalf
    of financial institution clients; 3




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
    capitalizing on integration with financial institution
    clients checking account processes to improve their
    customer service and operational efficiencies;
    being an existing secure and trusted provider to financial
    institutions in a time when security is of utmost importance to
    financial institutions; and
    offering a broad suite of outsourcing services, such as direct
    marketing, contact center services, treasury management, and
    analytical modeling.  Environmental
    Matters
      and/or
 Harland
    Financial Solutions    Products
    and Services
  Enterprise Solutions Group Products
   4




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Risk Management and Compliance Products
    Backlog
    Sales
    and Marketing
      Clients
    Competition
   Scantron   5




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Products
    and Services
  Education-Related Products
                Survey and Other Data Collection Products
   6




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Field Maintenance Services
    Medical-Related Products and Services
    Backlog
    Sales,
    Marketing and Product Support
    on-site
  Clients
    Competition
    Harland
    Clarke Holdings Suppliers
   7




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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
     8




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e-commerce and/or
 Mafco
    Worldwide  Overview
    Magnasweet
  Right Dress
    Products
    and Manufacturing
  Licorice Products
  Right Dress
 9




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Non-licorice Products
    Raw
    Materials
        Operating
    Strategies
    Sales
    and Marketing
   10




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Right Dress Right Dress 200-mile
    Competition
    The
    Tobacco Industry
         11




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Environmental
    Matters
    Seasonality
    in Business
  Right Dress
  Employees
   12




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Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters             13




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and/or
          Honeywell
    Indemnification
   14




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Other
      Availability
    of Reports
  Form 10-K, Form 10-Q, Form 8-K
 15




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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.
    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
  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
 16




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
    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.    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.
         17




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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
  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.     18




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Risks
    Related to Our Business
  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 strategy or realize all of our expected 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.
    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.
   21




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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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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.
    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.
   23




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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.
      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.
   24




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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.
  and/or
    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
    competitive position could erode and our business may
    suffer.
   25




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
    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;
    enter new markets; 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 be accepted in the market.    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.
    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 market conditions 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.
   26




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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.
      Failure to hire and retain a sufficient number of
    qualified IT professionals could have a material adverse effect
    on our business, results of operations and financial
    condition.
   27




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We may not receive significant revenues from our current
    research and development efforts.
    Our Harland Financial Solutions segment provides services
    to clients which are subject to government regulations that
    could constrain its operations.
    We may not be able to complete the integration of the Data
    Management business, and we may not be able to achieve the
    remainder of the cost savings or synergies we currently
    expect.
    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.
   28




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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
    negatively impacted.
    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.
    The tobacco industry has been the subject of increased
    governmental regulation in recent years, and this trend is
    likely to continue.
   29




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The tobacco industry has been the subject of substantial
    litigation.
    Federal, state, local and foreign excise tax increases on
    tobacco products are likely to reduce demand for tobacco
    products.
    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.
   30




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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.
    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.
   31




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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.
    Mafco Worldwide faces competition in the licorice industry
    and could face increased competition in the future.
   32




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Mafco Worldwides success depends, in part, on its
    key employees.
    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 is dependent on the success of its
    research and development and the failure to develop new and
    improved products could adversely affect its business.
    
    accurately anticipate and properly identify its customers
    needs and industry trends;
    price its products competitively;
    innovate, develop and commercialize new products and
    applications in a timely manner;
    obtain necessary regulatory approvals;
    differentiate its products from competitors
    products; and
    use its research and development budget efficiently.   33




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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.
    Mafco Worldwides failure to accurately forecast and
    manage inventory could result in an unexpected shortfall or
    surplus 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.
     34




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Item 1B.
    Unresolved
    Staff Comments   35




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Item 2.
    Properties    Harland
    Clarke
  ApproximateFloor Space


Leased/Location

Use

(Square Feet)


owned statusAtlanta, GA

Holding Company Headquarters and Harland Clarke Regional
    Headquarters for 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 (c)

Contact Center and Operations Support


47,295



LeasedAtlanta, GA

Operations Support


9,665



LeasedBolingbrook, IL

Printing


120,000



LeasedBoulder City, NV

Administration and Production


4,000



LeasedCharlotte, NC (b)

Printing


38,120



LeasedCharlotte, NC

Administration


4,906



LeasedClayton, MO

Services


3,648



LeasedDes Moines, IA

Printing


65,250



LeasedGlen Burnie, MD

Printing and Marketing Services


120,000



LeasedGrapevine, TX

Printing


83,282



LeasedGreensboro, NC (b)

Printing


66,250



OwnedHato Rey, Puerto Rico

Printing


22,125



LeasedHato Rey, Puerto Rico

Sales


2,356



LeasedJeffersonville, IN

Printing


141,332



LeasedLouisville, KY

Printing


50,000



LeasedMemphis, TN

Printing


26,250



LeasedMilton, WA

Printing


87,640



LeasedMounds View, MN (c)

Printing, Administration, Development and Support, Sales,
    Marketing and Contact Center


81,490



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



OwnedSalt Lake City, UT

Parking Lot


87,120



LeasedSan 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


2,137



LeasedSan Antonio, TX

Administration


1,936



LeasedSan Antonio, TX

Warehouse


16,166



LeasedSan Antonio, TX

Warehouse


18,675



LeasedSyracuse, NY

Printing


28,055



Owned     (a)
    
    Held for sale.(b)
    
    To be closed in 2009 and operations
    will become part of a new leased facility in High Point, NC
    comprising 135,000 square feet.(c)
    
    To be closed in 2009. 36




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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


39,395



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



LeasedDenver, CO

Closed


34,167



LeasedEnglewood, CO

Development and Support


28,800



LeasedFargo, ND

Development and Support


19,745



LeasedGrand Rapids, MI

Development and Support


5,703



LeasedLake Mary, FL

Regional 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

Regional Headquarters, 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

Development and Support


109,500



OwnedIrvine, CA

Corporate Headquarters


110,000



LeasedLawrence, KS

Administration


21,000



LeasedMarkham, Ontario

Field Services


635



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



OwnedPennsauken, 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



Leased  37




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Item 3.
    Legal
    Proceedings            Item 4.
    Submission
    of Matters to a Vote of Security Holders   38




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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 2007First Quarter

$
47.61


$
25.56Second Quarter


68.69



48.48Third Quarter


68.89



50.07Fourth Quarter


57.41



46.21Calendar 2008First Quarter

$
51.92


$
34.76Second Quarter


42.47



33.12Third Quarter


49.50



35.28Fourth Quarter


38.72



13.07     Form 10-K.
      Common
    Stock Performance
   39




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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

12/31/03


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08M & F Worldwide Corp.

$
100.00


$
101.95


$
122.17


$
189.09


$
403.10


$
115.64S&P 500 Index

$
100.00


$
110.87


$
116.30


$
134.66


$
142.07


$
89.51Deluxe Corporation

$
100.00


$
93.63


$
78.87


$
69.90


$
93.85


$
45.39R.R. Donnelley & Sons Co.

$
100.00


$
120.94


$
120.82


$
129.49


$
141.33


$
53.22   Item 6.
    Selected
    Financial Data       40




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Form 10-K.
  Year Ended December 31,2008(a)


2007(b)


2006


2005(c)


2004(in millions, except per share amounts)Statement of Operations Data:Net revenues

$
1,906.2


$
1,472.8


$
722.0


$
121.4


$
93.4Cost of revenues


1,128.8



889.3



439.2



66.5



45.1Gross profit


777.4



583.5



282.8



54.9



48.3Selling, general and administrative expenses


468.8



360.6



162.0



21.4



17.2Restructuring costs


15.6



5.6



3.3







Operating income


293.0



217.3



117.5



33.5



31.1Interest expense, net


(186.7
)


(163.3
)


(65.3
)


(1.5
)


(2.3
)Loss on early extinguishment of debt






(54.6
)










Other income (expense), net


2.7



0.1







3.9



Income (loss) before income taxes


109.0



(0.5
)


52.2



35.9



28.8Provision for income taxes


42.0



3.7



16.0



11.9



3.6Net income (loss) before extraordinary gain


67.0



(4.2
)


36.2



24.0



25.2Extraordinary gain


0.7















Net income (loss)

$
67.7


$
(4.2
)

$
36.2


$
24.0


$
25.2Earnings (loss) per common share before extraordinary gain:Basic

$
3.30


$
(0.20
)

$
1.82


$
1.25


$
1.35Diluted

$
3.30


$
(0.20
)

$
1.78


$
1.21


$
1.26Extraordinary gain per common share:Basic

$
0.04


$



$



$



$
Diluted

$
0.04


$



$



$



$
Earnings (loss) per common share:Basic

$
3.34


$
(0.20
)

$
1.82


$
1.25


$
1.35Diluted

$
3.34


$
(0.20
)

$
1.78


$
1.21


$
1.26   December 31,2008(a)


2007(b)


2006


2005(c)


2004(in millions)Balance Sheet Data:Total assets

$
3,783.1


$
3,811.7


$
1,455.4


$
1,462.1


$
376.5Long-term debt including current portion and short-term
    borrowings(d)


2,482.6



2,475.6



692.7



733.2



Stockholders equity


380.3



405.5



410.5



361.4



340.2     (a)
    
    Includes the financial position and
    results of operations of the Data Management business 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).(b)
    
    Includes the financial position and
    results of operations of John H. Harland Company 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).(c)
    
    Includes the financial position and
    results of operations of Clarke American from the date of its
    acquisition on December 15, 2005.(d)
    
    Includes capital leases of
    $2.6 million, $3.4 million and $4.6 million at
    December 31, 2008, 2007 and 2006, respectively. 41




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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
    Transaction Holdings Acquisition
   42




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##### Table of Contents



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
  and/or
 43




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##### Table of Contents



and/or
  Harland
    Financial Solutions
  and/or
      Scantron
   44




---



##### Table of Contents



Mafco
    Worldwide
          Critical
    Accounting Policies and Estimates
   45




---



##### Table of Contents



Revenue Recognition 97-2, SOP 98-9, 00-21 (EITF 00-21),
    SOP 97-2, SOP 98-9, SOP 98-9.
        and/or
 46




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##### Table of Contents



Inventories first-in,
  Income Taxes
    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.   47




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##### Table of Contents



Goodwill and Acquired Intangible
    Assets
    and/or
         48




---



##### Table of Contents



Contingencies and Indemnification
    Agreements
  Form 10-K.
  Pensions and Other Postretirement
    Benefits
    Derivative Financial
    Instruments
   49




---



##### Table of Contents



Investments
      Accounting
    Pronouncements
  Form 10-K
  Off-Balance
    Sheet Arrangements
  and/or
    Consolidated
    Operating Results
   50




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##### Table of Contents



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          51




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##### Table of Contents



Magnasweet
  Cost
    of Revenues:
  Year Ended December 31,2008


2007Consolidated Cost of Revenues:Harland Clarke Segment

$
823.0


$
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

$
1,128.8


$
889.3          52




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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

$
241.0


$
206.0Harland Financial Solutions Segment


131.6



90.5Scantron Segment


59.4



23.7Licorice Products Segment


10.8



11.9Corporate


26.0



28.5Total

$
468.8


$
360.6            53




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##### Table of Contents



Restructuring
    Costs
    Form 10-K).
  Interest
    Income
    Interest
    Expense
    Loss
    on Early Extinguishment of Debt
  Form 10-K).
 54




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##### Table of Contents



Other
    Income (Expense), Net
    Provision
    for Income Taxes
    Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Form 10-K).
  Net
    Revenues:
  Year Ended December 31,2007


2006Consolidated Net Revenues:Harland Clarke Segment

$
1,104.5


$
623.9Harland Financial Solutions Segment


183.0



Scantron Segment


83.6



Licorice Products Segment


102.9



98.1Eliminations


(1.2
)


Total

$
1,472.8


$
722.0         Magnasweet
 55




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##### Table of Contents



Cost
    of Revenues:
  Year Ended December 31,2007


2006Consolidated Cost of Revenues:Harland Clarke Segment

$
711.8


$
388.4Harland Financial Solutions Segment


75.7



Scantron Segment


47.5



Licorice Products Segment


55.5



50.8Eliminations


(1.2
)


Total

$
889.3


$
439.2          56




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##### Table of Contents



Selling,
    General and Administrative Expenses:
  Year Ended December 31,2007


2006Consolidated Selling, General and Administrative Expenses:Harland Clarke Segment

$
206.0


$
145.2Harland Financial Solutions Segment


90.5



Scantron Segment


23.7



Licorice Products Segment


11.9



11.6Corporate


28.5



5.2Total

$
360.6


$
162.0     Form 10-K),
        Restructuring
    Costs
    Form 10-K).
 57




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##### Table of Contents



Interest
    Income
    Interest
    Expense
    Loss
    on Early Extinguishment of Debt
  Form 10-K).
  Other
    Income (Expense), Net
    Provision
    for Income Taxes
    Related
    Party Transactions
  The
    Transfer Agreement
     58




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##### Table of Contents



Registration
    Rights Agreement
  12-month
  Affiliate
    Transactions
       59




---



##### Table of Contents



EITF 96-18,
  Form 10-K,
      Stockholders
    Agreement
    Notes
    Receivable
   60




---



##### Table of Contents



Joint
    Venture Transactions
    Liquidity
    and Capital Resources
  Cash
    Flow Analysis
         61




---



##### Table of Contents



Stock
    Repurchase Program
      Investments
         62




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##### Table of Contents



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)

$
26.6


$
26.6


$



$



$
Revolving credit
    facilities(2)(8)


















Senior secured term
    loans(3)(8)


1,838.7



24.9



94.8



36.0



1,683.0Senior
    notes(4)(8)


615.0















615.0Interest on long-term
    debt(5)(8)


934.7



172.9



324.7



314.9



122.2Capital lease obligations and other indebtedness


2.6



1.8



0.7



0.1



Operating lease obligations


92.9



27.5



37.1



17.3



11.0Raw material purchase obligations


25.3



25.3











Other long-term liabilities


42.1



14.2



13.3



1.7



12.9Client incentive
    payments(6)


97.0



43.8



35.8



13.1



4.3Other purchase
    obligations(7)


72.1



33.1



20.6



12.6



5.8Directors & Officers insurance financing


1.3



0.7



0.6







Postretirement benefit payments


11.1



1.1



2.1



2.2



5.7Total

$
3,759.4


$
371.9


$
529.7


$
397.9


$
2,459.9     (1)
    
    Secured loan agreement consists of
    M & F Worldwides loan with a financial
    institution that matures on June 12, 2009 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 scheduled 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 scheduled payments of principal in the amount of up to
    $1.1 million per year in equal quarterly installments.
    Principal payments due in less than 1 year of
    $24.9 million include $6.9 million for Mafco
    Worldwides 2008 excess cash flow payment of
    $6.4 million as well as a mandatory repayment of
    $0.5 million. 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 $310.0 million of Harland Clarke
    Holdings fixed rate notes and $305.0 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.
    During the first quarter of 2009 through the date of this Annual
    Report on
    Form 10-K,
    Harland Clarke Holdings extinguished $60.5 million
    principal amount of this debt by purchasing the senior notes in
    individually negotiated transactions. The amount due in the
    table above as of December 31, 2008 does not reflect this
    extinguishment of debt.(5)
    
    Interest on long-term debt assumes
    that all floating rates of interest remain the same as those in
    effect at December 31, 2008 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,
    2008, 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. Payments in the
    table above assume that only mandatory principal payments will
    be made and that there will be no prepayments. 63




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##### Table of Contents



M &
    F Worldwide Secured Loan Agreement
    Mafco
    Worldwide Credit Agreement
       64




---



##### Table of Contents



Form 10-K),
      Harland
    Clarke Holdings Credit Agreement
          
    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.     65




---



##### Table of Contents



Harland
    Clarke Holdings Senior Notes
      Form 10-K,
  Impact of
    Inflation
    Liquidity
    Assessment
  Form 10-K)
 66




---



##### Table of Contents



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, 2008, 2007 and 2006, Harland Clarke Holdings
    incurred $48.2 million, $25.5 million and
    $14.7 million of capital expenditures and
    $0.7 million, $0.4 million and $1.0 million of
    capitalized interest, respectively. Capital expenditures for the
    year ended December 31, 2008 include $21.7 million
    related to integration projects. Capital expenditures for the
    year ended December 31, 2008 include $2.0 million
    related to the acquired Data Management operations subsequent to
    February 22, 2008. 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, 2008, 2007 and 2006, Harland
    Clarke Holdings made $31.1 million, $15.6 million and
    $15.7 million of contract acquisition payments to its
    clients, respectively. Payments for the years ended
    December 31, 2008, 2007, and 2006 include
    $19.0 million, $2.9 million and $0.0 million,
    respectively, related to the acquired Harland operations.
    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 and the Data Management Acquisition. During the
    years ended December 31, 2008, 2007 and 2006, Harland
    Clarke Holdings made $19.2 million, $15.3 million and
    $4.0 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.    Form 10-K,
  Mafco
    Worldwide
   67




---



##### Table of Contents




    Capital Expenditures.  During the years ended
    December 31, 2008, 2007, and 2006, Mafco Worldwide incurred
    $1.2 million, $1.4 million, and $0.8 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
      Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-K. Form 10-K
    
    the substantial indebtedness of Harland Clarke Holdings and its
    subsidiaries, Mafco Worldwide and its subsidiaries and
    M & F Worldwide;
    downturns in general economic and market conditions, 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; 71




---



##### Table of Contents




    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 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 our competitive
    advantage over some of our competitors;
    our ability to protect customer data from account data security
    breaches;
    changes in legislation relating to consumer privacy protection
    which could harm our business;
    contracts with our clients relating to consumer privacy
    protection which could restrict our business;
    our ability to protect our intellectual property rights;
    our reliance on third-party providers for certain significant
    information technology needs;
    software defects that could harm our businesses and reputation;
    sales and other taxes which 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; 72




---



##### Table of Contents




    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 in 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      Form 10-K.
 73




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##### 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   74




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##### Table of Contents



Item 9A.
    Controls
    and Procedures  Rules 13(a)-15(e) 15d-(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




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##### 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,
    Financial Statement Schedules    page F-1
  (3)
    Exhibits  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
    B2Direct,

    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
    B2Direct,

    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).21.1*

List of subsidiaries.23.1*

Consent of Independent Registered Public Accounting Firm.24.1*

Powers of attorney executed by Messrs. Perelman, Beekman,
    Bevins, Dawson, Dinh, Folz, Keane, Meister, Schwartz, Slovin,
    Taub and Webb and Ms. Byorum.31.1*

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated February 27, 2009.31.2*

Certification of Paul G. Savas, Chief Financial Officer, dated
    February 27, 2009.32.1

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated February 27, 2009 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 27, 2009, 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 27, 2009

By: /s/  Barry
    F. SchwartzBarry
    F. Schwartz
    President, Chief Executive Officer and Director
    (Principal Executive Officer)Dated: February 27, 2009

By: /s/  Paul
    G. SavasPaul
    G. Savas
    Executive Vice President
    and Chief Financial Officer
    (Principal Financial Officer)Dated: February 27, 2009

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. Perelman *Ronald
    O. Perelman

Director

February 27, 2009/s/  Philip
    E. Beekman *Philip
    E. Beekman

Director

February 27, 2009/s/  William
    C. Bevins *William
    C. Bevins

Director

February 27, 2009/s/  Martha
    L. Byorum *Martha
    L. Byorum

Director

February 27, 2009/s/  Charles
    T. Dawson *Charles
    T. Dawson

Director

February 27, 2009/s/  Viet
    D. Dinh *Viet
    D. Dinh

Director

February 27, 2009/s/  Theo
    W. Folz *Theo
    W. Folz

Director

February 27, 2009/s/  John
    M. Keane *John
    M. Keane

Director

February 27, 2009/s/  Paul
    M. Meister *Paul
    M. Meister

Director

February 27, 2009/s/  Barry
    F. Schwartz *Barry
    F. Schwartz

Director

February 27, 2009/s/  Bruce
    Slovin *Bruce
    Slovin

Director

February 27, 2009/s/  Stephen
    G. Taub *Stephen
    G. Taub

Director

February 27, 2009/s/  Carl
    B. Webb *Carl
    B. Webb

Director

February 27, 2009   *
    
    The undersigned by signing his name hereto does hereby execute
    this Form
    10-K
    pursuant to powers of attorney filed as exhibits to this
    Form 10-K.  Dated: February 27, 2009

By: /s/  Paul
    G. SavasPaul
    G. Savas
    Attorney-in-Fact  85




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##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    AND FINANCIAL STATEMENT SCHEDULES
    YEAR ENDED DECEMBER 31, 2008
       
 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-52Schedule II  Valuation and
    Qualifying Accounts and Reserves


F-55     F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-2




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##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
 Consolidated Balance Sheets
 (in millions, except share and per share data)
  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
102.2


$
265.1Accounts receivable (net of allowances of $2.9 and $2.6)


144.0



113.6Inventories


127.1



101.1Investments in auction-rate securities






40.0Income taxes receivable


9.0



11.5Deferred tax assets


24.7



22.2Assets held for sale


2.7



Prepaid expenses and other current assets


49.7



49.3Total current assets


459.4



602.8Property, plant and equipment, net


192.2



203.3Goodwill


1,509.1



1,391.3Other intangible assets, net


1,438.3



1,451.0Pension asset


11.2



17.7Contract acquisition payments, net


39.8



51.6Investments in auction-rate securities


33.6



Other assets


99.5



94.0Total assets

$
3,783.1


$
3,811.7LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
60.1


$
70.0Deferred revenues


103.8



86.3Short-term debt


26.3



Current maturities of long-term debt


26.7



20.1Accrued liabilities:Salaries, wages, and employee benefits


72.9



76.3Income and other taxes payable


13.9



11.3Customer incentives


25.7



26.0Acquisition-related payments






2.9Other current liabilities


59.6



37.8Total current liabilities


389.0



330.7Long-term debt


2,429.6



2,455.5Deferred tax liabilities


480.5



516.6Other liabilities


103.7



103.4Commitments and contingencies
    Stockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2008 and 23,873,170 shares issued at December 31, 2007


0.2



0.2Additional paid-in capital


73.3



57.8Treasury stock at cost; 4,541,900 shares at
    December 31, 2008 and 2,541,900 shares at
    December 31, 2007


(106.6
)


(14.8
)Retained earnings


437.2



369.5Accumulated other comprehensive (loss) income, net of taxes:Currency translation adjustment


4.5



8.3Funded status of benefit plans


(9.0
)


(1.6
)Derivative fair-value adjustment


(16.6
)


(13.9
)Unrealized losses on investments


(2.7
)


Total stockholders equity


380.3



405.5Total liabilities and stockholders equity

$
3,783.1


$
3,811.7    F-3




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##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
 Consolidated Statements of Operations
 (in millions, except per share data)
  Year Ended December 31,2008


2007


2006Product revenues, net

$
1,603.4


$
1,302.2


$
720.4Service revenues, net


302.8



170.6



1.6Total net revenues


1,906.2



1,472.8



722.0Cost of products sold


972.3



808.6



438.0Cost of services provided


156.5



80.7



1.2Total cost of revenues


1,128.8



889.3



439.2Gross profit


777.4



583.5



282.8Selling, general and administrative expenses


468.8



360.6



162.0Restructuring costs


15.6



5.6



3.3Operating income


293.0



217.3



117.5Interest income


4.2



9.4



2.7Interest expense


(190.9
)


(172.7
)


(68.0
)Loss on early extinguishment of debt






(54.6
)


Other income, net


2.7



0.1



Income (loss) before income taxes and extraordinary gain


109.0



(0.5
)


52.2Provision for income taxes


42.0



3.7



16.0Net income (loss) before extraordinary gain


67.0



(4.2
)


36.2Extraordinary gain


0.7







Net income (loss)

$
67.7


$
(4.2
)

$
36.2Earnings (loss) per common share before extraordinary gain:Basic

$
3.30


$
(0.20
)

$
1.82Diluted

$
3.30


$
(0.20
)

$
1.78Extraordinary gain per common share:Basic

$
0.04


$



$
Diluted

$
0.04


$



$
Earnings (loss) per common share:Basic

$
3.34


$
(0.20
)

$
1.82Diluted

$
3.34


$
(0.20
)

$
1.78    F-4




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##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
 Consolidated Statements of Stockholders
    Equity
 (in millions, except per share data)
  AccumulatedAdditional











OtherCommon Stock


Paid-in


Treasury Stock


Retained


ComprehensiveShares


Amount


Capital


Shares


Amount


Earnings


Income (Loss)


TotalBalance, December 31, 2005


21.8


$
0.2


$
41.5



2.5


$
(14.8
)

$
337.5


$
(3.0
)

$
361.4Net income






















36.2







36.2Currency translation adjustment, net of taxes of $0.0


























3.8



3.8Minimum pension liability, net of taxes of $0.1


























0.2



0.2Adjustment to apply SFAS No. 158, net of taxes of $0.1


























(0.2
)


(0.2
)Derivative fair-value adjustment, net of taxes of $0.0


























0.1



0.1Comprehensive income






























40.1Stock options exercised, including tax benefit of $3.1


1.0







9.0



















9.0Balance, 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 tax benefit of $0.1


























(0.1
)


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


























(0.5
)


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


























0.5



0.5Derivative fair-value adjustment, net of tax benefit of $8.9


























(14.0
)


(14.0
)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 tax benefit of $4.6


























(7.4
)


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


























(3.2
)


(3.2
)Reclassification for investment write-down included in net
    income, net of tax benefit of $0.3


























0.5



0.5Derivative fair-value adjustment, net of tax benefit of $2.0


























(2.7
)


(2.7
)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
)

$
380.3    F-5




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
 Consolidated Statements of Cash Flows
 (in millions)
  Year Ended December 31,2008


2007


2006Operating activitiesNet income (loss)

$
67.7


$
(4.2
)

$
36.2Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation


68.4



60.3



28.7Amortization of intangible assets


98.1



68.3



28.8Amortization of deferred financing fees and original discount


8.2



7.9



4.3Loss on early extinguishment of debt






54.6



Restricted stock vesting and amortization


0.9



2.1



Deferred income taxes


(27.8
)


(4.7
)


(6.0
)Tax benefits from stock options exercised


(14.6
)






Asset impairments


3.1



3.1



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


(15.1
)


1.7



3.8Inventories


(18.7
)


1.5



(6.2
)Prepaid expenses and other assets


(0.6
)


(6.3
)


5.8Pension asset


(1.3
)


(1.4
)


(1.4
)Contract acquisition payments, net


11.8



20.6



6.4Accounts payable and accrued expenses


(13.3
)


(0.3
)


3.2Deferred revenues


11.2



12.1



(0.5
)Income and other taxes


20.5



12.5



(1.1
)Other, net


0.6



1.8



(9.0
)Net cash provided by operating activities


199.1



229.6



93.0Investing activitiesPurchase of Harland, net of cash acquired of $23.8


(2.9
)


(1,438.9
)


(2.0
)Purchase of Transaction Holdings


(8.2
)






Purchase of Data Management


(223.3
)






Purchase of Peldec assets






(14.3
)


Purchase of Wei Feng, net of cash acquired of $0.8


(0.9
)


0.3



Investment in auction-rate securities






(10.0
)


(30.0
)Redemption of auction-rate securities


2.4







Investment in related party notes receivable


(14.4
)






Net repayments of related party notes receivable


1.8







Proceeds from sale of property, plant and equipment


5.7



3.3



Capital expenditures


(49.4
)


(26.9
)


(15.5
)Capitalized interest


(0.7
)


(0.4
)


(1.0
)Other, net


(0.6
)


(0.7
)


(0.1
)Net cash used in investing activities


(290.5
)


(1,487.6
)


(48.6
)Financing activitiesProceeds from stock options exercised






5.2



9.0Tax benefits from stock options exercised


14.6







Repurchase of common stock


(91.8
)






Issuance of notes






615.0



Redemption of notes






(175.0
)


Borrowings on credit agreements and other borrowings


62.0



1,800.0



3.3Repayments of credit agreements and other borrowings


(82.0
)


(687.9
)


(45.9
)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


(0.9
)






Insurance premium financing payment


(0.1
)






Debt issuance cost






(56.6
)


Net cash (used in) provided by financing activities


(71.0
)


1,459.5



(33.6
)Effect of exchange rate changes on cash and cash equivalents


(0.5
)


0.2



0.2Net (decrease) increase in cash and cash equivalents


(162.9
)


201.7



11.0Cash and cash equivalents at beginning of period


265.1



63.4



52.4Cash and cash equivalents at end of period

$
102.2


$
265.1


$
63.4Supplemental disclosure of cash paid for:Interest, net of amounts capitalized

$
175.2


$
158.5


$
66.2Income taxes, net of refunds


52.9



(8.5
)


18.8    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 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
      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)
  00-21,
            Customer
    Incentives
    Shipping
    and Handling
    Cash
    and Cash Equivalents
   F-9




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Investments
      Accounts
    Receivable and Allowance for Doubtful Accounts
    Inventories
  first-in,
  Contract
    Acquisition Payments
    Advertising
     F-10




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    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
    product-by-product
  98-1,
 F-11




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  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
        Pensions
    and Other Postretirement Benefits
     F-13




---



##### Table of Contents



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




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Derivative
    Financial Instruments
      Deferred
    Financing Fees
    Restructuring
    Charges
  EITF 95-3,
  Reclassifications
    Accounting
    Pronouncements
   F-15




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
        3.
    Acquisitions  Acquisition
    of Data Management
   F-16




---



##### Table of Contents



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





$
16.0Inventories






7.5Property, plant and equipment






25.5Goodwill






115.9Other 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






240.8Deferred revenues






7.6Other liabilities






9.9Net assets acquired





$
223.3     EITF 95-3.
      Acquisition
    of Harland and Related Financing Transactions
   F-17




---



##### 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 $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     EITF 95-3.
   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
    UnauditedPro FormaDecember 31,2008


2007Net revenues

$
1,923.5


$
1,939.0Operating income


300.2



210.8Net income (loss)


71.6



(42.9
)Depreciation and amortization (excluding amortization of
    deferred financing fees)


168.7



174.0Basic earnings (loss) per common share

$
3.56


$
(2.04
)Diluted earnings (loss) per common share

$
3.56


$
(2.04
)         EITF 95-3.
 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
    EITF 95-3.
    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)
          4.
    Inventories    December 31,2008


2007Finished goods

$
33.9


$
26.9Work-in-progress


10.3



7.6Raw materials


82.9



66.6$
127.1


$
101.1   5.
    Property,
    Plant and Equipment    December 31,2008


2007Machinery and equipment

$
140.8


$
135.3Computer software and hardware


102.1



77.5Leasehold improvements


22.4



9.8Buildings and improvements


51.2



52.0Furniture, fixtures and transportation equipment


17.6



20.3Land


12.9



10.4Construction-in-progress


15.2



9.4362.2



314.7Accumulated depreciation


(170.0
)


(111.4
)$
192.2


$
203.3  F-21




---



##### Table of Contents



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

$
1.0Buildings and improvements


1.7Total

$
2.7     7.
    Goodwill
    and Other Intangible Assets    Balance as of December 31, 2006

$
387.7Harland Acquisition


992.2Peldec assets purchase


7.2Wei Feng acquisition


2.0Effect of exchange rate changes


2.2Balance as of December 31, 2007


1,391.3Data Management Acquisition


115.9Transaction Holdings Acquisition


2.8Adjustments to goodwill


0.4Effect of exchange rate changes


(1.3
)Balance as of December 31, 2008

$
1,509.1  F-22




---



##### Table of Contents



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


Accumulated AmortizationUseful Life


December 31,


December 31,


December 31,


December 31,(in years)


2008


2007


2008


2007Amortized intangible assets:Customer relationships


3-30


$
1,231.8


$
1,156.2


$
171.2


$
86.1Trademarks and tradenames


2-15



8.3



11.9



1.1



1.6Covenants not to compete


3







0.4







0.4Software and other


2-10



60.6



60.1



18.2



7.6Patented technology


4-20



19.6



12.2



2.3



0.81,320.3



1,240.8



192.8



96.5Indefinite lived intangible assets:Product formulations






109.8



109.8







Trademarks and tradenames






201.0



196.9







Total other intangible assets





$
1,631.1


$
1,547.5


$
192.8


$
96.5         2009

$
102.52010


99.72011


92.22012


85.52013


76.4      F-23




---



##### 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 31,2008


2007


2006Income (loss) before income taxes:Domestic

$
112.6


$
2.3


$
51.3Foreign


(3.6
)


(2.8
)


0.9Total income (loss) before income taxes

$
109.0


$
(0.5
)

$
52.2Provision (benefit) for income taxes:Current:Federal

$
61.6


$



$
14.4State and local


6.8



3.3



3.8Foreign


1.4



0.9



0.369.8



4.2



18.5Deferred:Federal


(25.6
)


0.7



2.8State and local


(0.4
)


(0.9
)


(5.3
)Foreign


(1.8
)


(0.3
)


(27.8
)


(0.5
)


(2.5
)Total provision for income taxes

$
42.0


$
3.7


$
16.0  F-24




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    December 31,2008


2007Current:Inventory

$



$
1.5Net operating loss carryforwards


0.8



4.9Accrued expenses and other liabilities


26.6



19.4Net current deferred tax asset


27.4



25.8Valuation allowance


(2.7
)


(3.6
)24.7



22.2Long-term:Postretirement benefits obligations


9.7



6.9Deferred compensation


0.9



2.6Interest rate hedges liability


10.2



8.9Net operating loss carryforwards


5.6



4.8Other liabilities


12.3



11.4Property, plant and equipment


(10.0
)


(18.8
)Pension asset


(2.1
)


(6.8
)Intangible assets


(503.8
)


(520.7
)Net deferred tax liability


(477.2
)


(511.7
)Valuation allowance


(3.3
)


(4.9
)(480.5
)


(516.6
)Net deferred tax liabilities

$
(455.8
)

$
(494.4
)     Year ended December 31,2008


2007


2006Tax provision (benefit) at statutory rate

$
38.2


$
(0.2
)

$
18.3State and local taxes


5.1



0.8



2.5Foreign losses with no benefit






1.5



Permanent differences


(0.2
)


0.6



(0.3
)Uncertain tax positions


(0.7
)


0.1



(1.6
)Extraterritorial benefit recorded


(1.4
)






Effect of change in state tax rates on deferred taxes






0.3



(2.8
)Other


1.0



0.6



(0.1
)$
42.0


$
3.7


$
16.0    F-25




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    2011-2019, 2009-2010, 2020-2027
      2008


2007Balance at January 1

$
20.1


$
10.7Additions from acquisitions






9.6Additions based on tax positions related to the current year






Additions for tax positions for prior years






Reductions for tax positions for prior years


(1.4
)


(0.2
)Settlements






Balance at December 31

$
18.7


$
20.1         9.
    Authorized
    Capital Stock   F-26




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      10.
    Stock
    Plans      Exercise PriceShares





Weighted(000)


Range


Avg. PriceOptions outstanding at December 31, 2006


898


$
2.85  $7.625


$
5.86Options exercised


(898
)


2.85  7.625



5.86Options outstanding at December 31, 2007










Options outstanding at December 31, 2008










     December 31,2008


2007


2006Options exercisable:Number of shares (000)










898Weighted average exercise price

$



$



$
5.86   10-year
     F-27




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  EITF 96-18,
  11.
    Defined
    Benefit Pension and Other Postretirement Benefit Plans  Mafco
    Worldwide
        December 31,2008


2007Accumulated Benefit Obligation

$
9.6


$
8.8Change in Projected Benefit ObligationProjected benefit obligation at beginning of year

$
10.5


$
10.4Service cost


0.4



0.3Interest cost


0.7



0.6Plan amendments


0.3



Actuarial loss


(0.1
)


(0.3
)Benefits paid


(0.4
)


(0.5
)Projected benefit obligation at end of year


11.4



10.5Change in Plan AssetsFair value of assets at beginning of year


26.9



26.8Actual (losses) returns on plan assets


(7.3
)


Company contributions


0.9



0.6Benefits paid


(0.4
)


(0.5
)Fair value of assets at end of year


20.1



26.9Net pension asset

$
8.7


$
16.4  F-28




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
     December 31,2008


2007Pension asset

$
11.2


$
17.7Other liabilities


(2.5
)


(1.3
)$
8.7


$
16.4     Prior service cost

$
0.7Net actuarial loss


7.1$
7.8       Year ended December 31,2008


2007


2006Service cost

$
(0.4
)

$
(0.4
)

$
(0.4
)Interest cost


(0.7
)


(0.6
)


(0.5
)Expected return on plan assets


2.2



2.3



1.9Amortization of prior service cost


(0.1
)


(0.2
)


(0.1
)Amortization of net actuarial loss


(0.1
)






(0.1
)Net periodic benefit income

$
0.9


$
1.1


$
0.8     Assumptions
  December 31,2008


2007Weighted-average assumptions used to determine benefit
    obligation at year end:Discount rate


6.25
%


6.25
%Rate of compensation increase


3.50
%


3.50
%  F-29




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Year ended December 31,2008


2007


2006Weighted-average assumptions used to determine net periodic
    benefit cost:Discount rate


6.25
%


5.80
%


5.50
%Expected long term rate of return on plan assets


8.00
%


8.50
%


8.50
%Rate of compensation increase


3.50
%


3.50
%


3.50
%   Discussion
    of Expected Long Term Rate of Return
    Plan
    Assets
    December 31,2008


2007Asset category:Equity securities


31
%


37
%Fixed income securities


10
%


9
%Cash and other


59
%


54
%Total


100
%


100
%   Investment
    Policy Discussion
    Contributions
    Benefit
    Payments
    2009

$
0.62010


0.42011


0.52012


0.82013


0.82014-2018


4.8  F-30




---



##### 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
          2008


2007APBO at beginning of year

$
15.6


$
Changes in APBO:Acquisition of Harland on May 1, 2007






17.3Interest cost


0.9



0.6Benefits paid


(2.7
)


(1.6
)Retiree contributions


1.2



0.8Actuarial loss (gain)


2.5



(1.5
)APBO at end of year

$
17.5


$
15.6Included in accrued salaries, wages and employee benefits

$
1.1


$
0.9Included in other liabilities


16.4



14.7APBO at end of year

$
17.5


$
15.6  F-31




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    2008


2007Fair value of plan assets at beginning of year

$



$
Employer contributions


1.5



0.8Retiree contributions


1.2



0.8Benefits paid


(2.7
)


(1.6
)Fair value of plan assets at end of year

$



$
Funded status

$
(17.5
)

$
(15.6
)Unrecognized actuarial net loss (gain)


1.0



(1.5
)Cumulative (charge) benefit to other comprehensive income


(1.0
)


1.5Benefit obligation at end of year

$
(17.5
)

$
(15.6
)     Year ended December 31,2008


2007Interest on accumulated postretirement benefit obligation

$
0.9


$
0.6Net amortization






Net postretirement benefit cost

$
0.9


$
0.6       1 Percentage


1 PercentagePoint Increase


Point DecreaseEffect on total interest cost for 2008

$
0.1


$
(0.1
)Effect on postretirement benefit obligation at December 31,
    2008


1.2



(1.1
)  F-32




---



##### Table of Contents



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

$
1.12010


1.12011


1.12012


1.12013


1.12014-2018


5.7     12.
    Defined
    Contribution Pension Plans    13.
    Short-Term
    Debt    14.
    Long-Term
    Debt  December 31,2008


2007Harland Clarke Holdings $1,900.0 Senior Secured Credit Facilities

$
1,773.0


$
1,791.0Harland Clarke Holdings Senior Floating Rate Notes due 2015


305.0



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


310.0



310.0Mafco Worldwide $125.0 Senior Secured Credit Facilities


65.7



65.7Capital lease obligations and other indebtedness


2.6



3.92,456.3



2,475.6Less: current maturities


(26.7
)


(20.1
)Long-term debt, net of current maturities

$
2,429.6


$
2,455.5  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 $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-34




---



##### 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-35




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Form 10-K,
  Harland
    Clarke Holdings Prior Credit Facilities
      Harland
    Clarke Holdings Senior Notes due 2013
    Loss
    on Early Extinguishment of Debt
    Mafco
    Worldwide $125.0 Senior Secured Credit Facilities
   F-36




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
          Capital
    Lease Obligations and Other Indebtedness
      Interest
    Rate Hedges
   F-37




---



##### Table of Contents



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

$
26.72010


19.22011


76.22012


18.12013


18.1   15.
    Financial
    Instruments       F-38




---



##### Table of Contents



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



   No. FAS 157-2.
           F-39




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      Auction-RateSecuritiesBalance at December 31, 2007

$
Transfers to Level 3


40.0Par value redemptions


(2.4
)Net unrealized loss (included in accumulated other comprehensive
    income (loss))


(4.0
)Balance at December 31, 2008

$
33.6   16.
    Restructuring  Prior
    to the Harland Acquisition
        In
    connection with and subsequent to the Harland
    Acquisition
    
    consolidation of various facilities in the Harland Clarke
    segment;
    workforce rationalization in sales and marketing, information
    technology, production support, executive, finance, human
    resources, legal and other support functions; and
    consolidation of certain redundant outsourcing and other
    professional services, such as consulting.  EITF 95-3.
 F-40




---



##### 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, 2008:Severance and severance related

$
9.2


$
1.5


$
7.0


$
(10.5
)

$



$
7.2Facilities closures and other costs


4.6



(0.9
)


2.3



(2.3
)


(2.0
)


1.7$
13.8


$
0.6


$
9.3


$
(12.8
)

$
(2.0
)

$
8.9Year Ended December 31, 2007:Severance and severance related

$
1.7


$
18.2


$
2.9


$
(13.6
)

$



$
9.2Facilities closures and other costs


1.0



3.7



2.7



(1.7
)


(1.1
)


4.6$
2.7


$
21.9


$
5.6


$
(15.3
)

$
(1.1
)

$
13.8Year Ended December 31, 2006:Severance and severance related

$
1.8


$



$
3.2


$
(3.3
)

$



$
1.7Facilities closures and other costs


1.6







0.1



(0.7
)






1.0$
3.4


$



$
3.3


$
(4.0
)

$



$
2.7       Transaction
    Holdings Acquisition
  EITF 95-3.
 F-41




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Data
    Management Acquisition
    
    consolidation of printing and manufacturing operations;
    workforce rationalization in sales and marketing, information
    technology, production support, executive, finance, human
    resources, legal and other support functions; and
    consolidation of certain redundant outsourcing and other
    professional services, such as consulting.  EITF 95-3.
    Established inBeginning


Purchase








EndingBalance


Accounting


Expensed


Paid in Cash


BalanceYear Ended December 31, 2008:Severance and severance related

$



$
2.5


$
2.3


$
(3.8
)

$
1.0Facilities closures and other costs










0.1



(0.1
)


$



$
2.5


$
2.4


$
(3.9
)

$
1.0     Harland
    Financial Solutions
     F-42




---



##### Table of Contents



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








EndingBalance


Expensed


Paid in Cash


BalanceYear Ended December 31, 2008:Severance and severance related

$



$
3.9


$
(2.5
)

$
1.4     17.
    Commitments
    and Contingencies  Lease
    and Purchase Commitments
    2009

$
27.52010


20.62011


16.52012


11.12013


6.2Thereafter


11.0         Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters
     F-43




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
             F-44




---



##### 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
    Other
   F-45




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      18.
    Transactions
    with Related Parties  Management
    Services Agreement
      Restricted
    Stock
    Notes
    Receivable
   F-46




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      Joint
    Venture Transactions
        Other
       F-47




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  19.
    Stock
    Repurchase Program      20.
    Significant
    Customers    21.
    Business
    Segment Information    
    Harland Clarke segment Provides checks and
    related products, direct marketing and contact center services
    to financial and commercial institutions, as well as to
    individual consumers and small businesses. This segment operates
    in the United States and Puerto Rico.
    Harland Financial Solutions segment Provides
    core processing, retail and lending solutions to financial and
    other institutions. This segment operates primarily in the
    United States, Israel and Ireland.
    Scantron segment Provides data
    collection, testing and assessment products and services as well
    as field maintenance services which are sold primarily to
    educational and commercial customers. 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.   F-48




---



##### Table of Contents



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


Financial





Licorice


CorporateClarke(1)(5)


Solutions(1)(2)


Scantron(1)(3)


Products(4)


and
    Other(1)(6)


TotalProduct revenues, net:2008

$
1,285.4


$
79.9


$
126.5


$
111.6


$



$
1,603.42007


1,101.4



50.0



47.9



102.9







1,302.22006


622.3











98.1







720.4Service revenues, net:2008

$
4.7


$
213.8


$
84.3


$



$



$
302.82007


2.5



133.0



35.1











170.62006


1.6



















1.6Intersegment revenues:2008

$
0.3


$



$
0.5


$



$
(0.8
)

$
2007


0.6







0.6







(1.2
)


2006






















Operating income (loss):2008

$
217.1


$
34.1


$
28.3


$
39.4


$
(25.9
)

$
293.02007


181.1



16.8



12.4



35.5



(28.5
)


217.32006


87.0











35.7



(5.2
)


117.5Depreciation and amortization (excluding amortization of
    deferred financing fees and original discount):2008

$
112.5


$
28.7


$
23.3


$
2.0


$



$
166.52007


98.2



17.3



10.6



2.4



0.1



128.62006


54.5











3.0







57.5Capital expenditures (excluding capital leases):2008

$
32.2


$
4.0


$
12.0


$
1.2


$



$
49.42007


18.0



5.6



1.9



1.4







26.92006


14.7











0.8







15.5Total assets:December 31, 2008

$
1,184.2


$
335.4


$
307.0


$
269.3


$
1,687.2


$
3,783.1December 31, 2007

$
1,304.8


$
360.7


$
171.5


$
248.5


$
1,726.2


$
3,811.7     (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 businesses 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 business from the date of acquisition.(6)
    
    Total assets include goodwill of
    $1,509.1 and $1,391.3 as of December 31, 2008 and 2007,
    respectively, which is not assigned to the operating segments.    December 31,2008


2007Long-lived assets:North America

$
1,771.9


$
1,669.7Foreign


35.5



35.8Corporate


33.2



34.6Total

$
1,840.6


$
1,740.1  F-49




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  22.
    Unaudited
    Quarterly Financial Information    2008First


Second


Third


FourthNet revenues

$
472.0


$
484.9


$
482.3


$
467.0Gross profit


189.0



202.5



194.6



191.3Net 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   2007First


Second


Third


FourthNet revenues

$
191.3


$
365.8


$
456.9


$
458.8Gross profit


76.6



140.6



183.3



183.0Net income (loss)


9.4



(35.2
)


10.1



11.5Income (loss) per common share:Basic

$
0.45


$
(1.68
)

$
0.47


$
0.54Diluted

$
0.44


$
(1.68
)

$
0.47


$
0.54    F-50




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  23.
    Earnings
    (Loss) Per Share    Year ended December 31,2008


2007


2006Net income (loss) before extraordinary gain

$
67.0


$
(4.2
)

$
36.2Extraordinary gain


0.7







Net income (loss)

$
67.7


$
(4.2
)

$
36.2Weighted-average shares outstanding (in millions):Basic


20.1



21.0



19.9Dilutive impact of stock options and stock units










0.5Diluted


20.1



21.0



20.4Earnings (loss) per common share before extraordinary gain:Basic

$
3.30


$
(0.20
)

$
1.82Diluted

$
3.30


$
(0.20
)

$
1.78Extraordinary gain per share:Basic

$
0.04


$



$
Diluted

$
0.04


$



$
Earnings (loss) per share:Basic

$
3.34


$
(0.20
)

$
1.82Diluted

$
3.34


$
(0.20
)

$
1.78   24.
    Subsequent
    Events    Form 10-K,
 F-51




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant

Balance Sheets (Parent Only)

(in millions, except share and per share data) December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
16.9


$
17.0Investments in action-rate securities






40.0Prepaid expenses and other current assets


8.6



3.2Total current assets


25.5



60.2Investment in subsidiaries


349.2



348.0Receivable from subsidiaries


2.2



3.3Deferred tax assets


1.4



2.4Investments in action-rate securities


33.6



Other assets


2.1



1.8Total assets

$
414.0


$
415.7LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
2.1


$
2.1Short-term debt


26.3



Total current liabilities


28.4



2.1Payable to subsidiaries


4.7



7.0Other liabilities


0.6



1.1Stockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2008 and 23,873,170 shares issued at December 31, 2007


0.2



0.2Additional paid-in capital


73.3



57.8Treasury stock at cost; 4,541,900 shares at
    December 31, 2008 and 2,541,900 shares at December 31,
    2007


(106.6
)


(14.8
)Retained earnings


437.2



369.5Accumulated other comprehensive loss


(23.8
)


(7.2
)Total stockholders equity


380.3



405.5Total liabilities and stockholders equity

$
414.0


$
415.7  F-52




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Statements of Operations (Parent Only)
    (in millions)
  Year Ended December 31,2008


2007


2006General and administrative expenses

$
11.2


$
12.4


$
5.2Operating loss


(11.2
)


(12.4
)


(5.2
)Interest, investment and other income, net


1.3



3.0



2.2Loss from operations before income taxes


(9.9
)


(9.4
)


(3.0
)Benefit for income taxes


(4.5
)


(3.2
)


(0.3
)Loss from operations


(5.4
)


(6.2
)


(2.7
)Equity in income of subsidiaries


73.1



2.0



38.9Net income (loss)

$
67.7


$
(4.2
)

$
36.2  F-53




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Statements of Cash Flows (Parent Only)
    (in millions)
  Year Ended December 31,2008


2007


2006Operating activitiesNet income (loss)

$
67.7


$
(4.2
)

$
36.2Adjustments to reconcile net income (loss) to total cash (used
    in) provided by operating activities:Equity in income of subsidiaries


(73.1
)


(2.0
)


(38.9
)Restricted stock amortization


0.9



2.1



Tax benefits from stock options exercised


(14.6
)






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


(1.2
)


4.9



(0.4
)Other, net


2.3



(2.1
)


6.9Cash (used in) provided by operating activities


(18.0
)


(1.3
)


3.8Investing activitiesInvestments in auction-rate securities






(10.0
)


(30.0
)Redemption of auction-rate securities


2.4







Professional fees related to acquisition of Harland










(2.0
)Dividend from Harland Clarke Holdings


65.0



1.8



1.5Dividend from Mafco Worldwide


1.5



1.5



1.8Cash provided by (used in) investing activities


68.9



(6.7
)


(28.7
)Financing activitiesTax benefits from stock options exercised


14.6







Proceeds from stock options exercised






5.2



8.5Purchases of treasury stock


(91.8
)






Proceeds from issuance of short-term debt


27.2







Repayments of short-term debt


(0.9
)






Insurance premium financing payment


(0.1
)






Cash (used in) provided by financing activities


(51.0
)


5.2



8.5Net decrease in cash and cash equivalents


(0.1
)


(2.8
)


(16.4
)Cash and cash equivalents at beginning of period


17.0



19.8



36.2Cash and cash equivalents at end of period

$
16.9


$
17.0


$
19.8  F-54




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts and Reserves

(in millions)



The following is a summary of the valuation and qualifying
    accounts and reserves for the years ended December 31,
    2008, 2007 and 2006. Beginning


Amounts


Balance


EndingAllowance for Doubtful Accounts and Sales Returns and
    Allowance Reserves

Balance


Reserved


Written Off


BalanceDecember 31, 2008

$
2.6


$
8.0


$
7.7


$
2.9December 31, 2007

$
0.1


$
5.5


$
3.0


$
2.6December 31, 2006

$
0.1


$



$



$
0.1  F-55