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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010oro

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

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

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

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

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


New York Stock Exchange, Inc.   Securities registered pursuant to Section 12(g) of the
    Act: None
   o x
   o x
   x o
  Regulation S-T
 o o
  Regulation S-K Form 10-K Form 10-K. x
  Rule 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, 2010
   
 PAGEPART IItem 1.


Business


1Harland Clarke Holdings Corp.


2Harland Clarke


2Harland Financial Solutions


4Scantron


5Mafco Worldwide


8Non-Operating Contingent Claims, Indemnification and Insurance Matters


12Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


36Item 2.


Properties


36Item 3.


Legal Proceedings


38Item 4.


Removed and Reserved


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


75Item 8.


Financial Statements and Supplementary Data


75Item 9.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


75Item 9A.


Controls and Procedures


75Item 9B.


Other Information


78PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


*Item 11.


Executive Compensation


*Item 12.


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


*Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


*Item 14.


Principal Accounting Fees and Services


*PART IVItem 15.


Exhibits and Financial Statement Schedules


80EX-4.21EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2      *
    
    Incorporated by reference from
    M & F Worldwide Corp. 2011 Proxy Statement i




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PART I  Item 1.
    Business      e-mail
  Form 10-K).
    account-to-account person-to-person Form 10-K).
    Form 10-K).
 1




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Form 10-K).
  Magnasweet Right Dress
  Company
    Overview
 Harland
    Clarke Holdings Harland
    Clarke    Products
    and Services
  Checks and Related Products
       2




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Marketing Services
  business-to-consumer business-to-business
  
    marketing strategies such as acquisition, lead generation and
    nurturing, retention, activation, cross-selling and up-selling;
    data management and analytics;
    database design, development and hosting;
    print production and lettershop;
    teleservices; and
    online and
    e-mail
    marketing with advanced filtering to deliver targeted messages,
    social media and web analytics integration, and tools to manage
    complex enterprise and channel programs.  Customized Business and Home Office Products
    Sales
    and Marketing
    e-mail
  Clients
      Competition
  Harte-Hanks,
 3




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Environmental
    Matters
      and/or
 Harland
    Financial Solutions    Products
    and Services
  account-to-account person-to-person
  Pro Suite CreditQuest
 4




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Backlog
    Sales
    and Marketing
    Clients
    Competition
   Scantron    Products
    and Services
  Education-Related Products
   5




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Achievement Series Performance Series
  Achievement Series Performance Series Achievement Series Performance Series
  ®
  Pinnacle System Pinnacle System
      Commercial, Healthcare, and Government-Related Products
       6




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




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Harland
    Clarke Holdings Intellectual Property
    Governmental
    Regulation Related to Harland Clarke Holdings
    direct-to-consumer
  e-commerce and/or
 Mafco
    Worldwide  Overview
   8




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Magnasweet
  Right Dress
    Products
    and Manufacturing
  Licorice
    Products
  Right Dress
  Non-licorice
    Products
    Raw
    Materials
   9




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Operating
    Strategies
    Sales
    and Marketing
      Right Dress Right Dress 200-mile
  Competition
   10




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The
    Tobacco Industry
               11




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Environmental
    Matters
    Seasonality
    in Business
  Right Dress
  Employees
   Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters     12




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13




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and/or
            
    Pneumo Abex, owned by the Settlement Trust, will continue to
    resolve asbestos-related claims asserted against it in the tort
    system,
    The Settlement Trust will indemnify Pneumo Abex with respect to
    the defense and resolution of the asbestos-related claims
    formerly subject to the Mutual Guaranty,
    The Friction Guarantors obligation to indemnify Pneumo
    Abex pursuant to the Mutual Guaranty will terminate,
    The Company will be indemnified by the Settlement Trust against
    any liability for the matters formerly subject to the Mutual
    Guaranty, and 14




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
    All other insurance and indemnification rights of Pneumo Abex
    owing from third parties will remain assets of Pneumo Abex.      Honeywell
    Indemnification
    Other
  LaserPro
    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.
    Risks
    Related to Our Substantial Indebtedness
  Our
    subsidiaries have substantial indebtedness, which may adversely
    affect our ability to operate our businesses and prevent our
    subsidiaries from fulfilling their obligations under their
    respective debt agreements.
  and/or
  
    make it more difficult for our subsidiaries to satisfy their
    obligations with respect to their indebtedness;
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of cash flow from
    operations to payments on indebtedness, thereby reducing the
    availability of cash flow to fund working capital, capital
    expenditures, research and development efforts and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our businesses and the industries in which we
    operate; and
    limit our ability to borrow additional funds.    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.
   16




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Despite
    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.
   17




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
    incur or guarantee additional indebtedness;
    make certain investments;
    make restricted payments;
    pay certain dividends or make other distributions;
    incur liens;
    enter into transactions with affiliates; and
    merge or consolidate or transfer and sell assets.      Risks
    Related to Our Business
  Weak
    economic conditions and further acceleration of check unit
    declines may continue to have an adverse effect on the
    Companys revenues and profitability and could result in
    additional impairment charges.
  Form 10-K.
      
    the continued adverse economic environment, which may negatively
    affect future revenue and margins as a result of lower demand
    and pricing pressure; 18




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
    check unit declines that have continued at a higher rate than in
    the past and are expected to continue to decline at higher rates
    than in recent years, which may negatively affect future revenue
    for our Harland Clarke segment; and
    continued worldwide consumption declines in tobacco products
    using licorice, which may negatively affect future revenue for
    our Licorice Products segment.      Difficult
    conditions in the financial markets and a general economic
    downturn may adversely affect the business and results of
    operations of the Company and we cannot determine if these
    conditions will improve or worsen in the near
    future.
  and/or and/or
 19




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Account
    data breaches involving stored client data or misuse of such
    data could adversely affect our reputation, revenues, profits
    and growth.
  and/or
  Legislation
    and contracts relating to protection of personal data could
    limit or harm our future business.
           20




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e-commerce and/or
  We may
    experience processing errors or software defects that could harm
    our business and reputation.
    
    loss of clients;
    additional development costs;
    diversion of technical and other resources;
    negative publicity; or
    exposure to liability claims.  We may
    not successfully implement any or all components of our business
    strategies or realize all of our continued cost savings, which
    could reduce our revenues and profitability.
      We may
    be unable to protect our rights in intellectual property, and
    third-party infringement or misappropriation may materially
    adversely affect our profitability.
   21




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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.
   22




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We
    face uncertainty with respect to future acquisitions, and
    unsuitable or unsuccessful acquisitions could materially and
    adversely affect our business, prospects, results of operations
    and financial condition.
        Our
    business is exposed to changes in interest rates.
    We are
    dependent on the success of our research and development and the
    failure to develop new and improved products could adversely
    affect our business.
    
    accurately anticipate and properly identify our customers
    needs and industry trends;
    price our products competitively;
    innovate, develop and commercialize new products and
    applications in a timely manner;
    obtain necessary regulatory approvals;
    differentiate our products from competitors
    products; and
    use our research and development budget efficiently.    We may
    be subject to sales and other taxes, which could have adverse
    effects on our business.
   23




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out-of-state
  We may
    be subject to environmental risks, and liabilities for
    environmental compliance or cleanup could have a material,
    adverse effect on our profitability.
      and/or
  Our
    principal stockholder has significant influence over
    us.
   24




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Risks
    Related to our Harland Clarke Segment
  The
    paper check industry overall is a mature industry and check
    usage is declining. Our business will be harmed if check usage
    declines faster than expected.
  period-over-period and/or
  Consolidation
    among financial institutions may adversely affect our
    relationships with our clients and our ability to sell our
    products and may therefore result in lower revenues and
    profitability.
  and/or
  We are
    dependent on a few large clients, and adverse changes in our
    relationships with these highly concentrated clients may
    adversely affect our revenues and profitability.
   25




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We
    face intense competition and pricing pressures in certain areas
    of our business, which could result in lower revenues, higher
    costs and lower profitability.
    Interruptions
    or adverse changes in our vendor or supplier relationships or
    delivery services could have a material adverse effect on our
    business.
    Increased
    production and delivery costs, such as fluctuations in paper
    costs, could materially adversely affect our
    profitability.
    Softness
    in direct mail response rates could have an adverse impact on
    our operating results.
  direct-to-consumer
 26




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and/or
  direct-to-consumer
  Risks
    Related to our Harland Financial Solutions and Scantron
    Segments
  If we
    fail to continually improve our Harland Financial Solutions and
    Scantron products, effectively manage our product offerings and
    introduce new products and service offerings, our business may
    suffer.
    
    continue to enhance and expand existing Harland Financial
    Solutions and Scantron products and services;
    make Harland Financial Solutions and Scantron products
    compatible with future and existing operating systems and
    applications that achieve popularity within the business
    application marketplace, including current and future versions
    of Windows, Unix and IBM iSeries;
    engage in new business initiatives; and
    develop and introduce new products and new services that satisfy
    increasingly sophisticated client requirements, keep pace with
    technological and regulatory developments, provide client value
    and are attractive to customers.    The
    revenues, cash flows and results of operations of our Harland
    Financial Solutions segment may be reduced if we need to lower
    prices or offer other favorable terms on our products and
    services to meet competitive pressures in the software
    industry.
   27




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Consolidation
    among financial institutions may adversely affect our
    relationships with Harland Financial Solutions clients and our
    ability to sell our products and may therefore result in lower
    revenues and profitability.
  and/or
  Downturns
    in general economic and industry conditions, enhanced regulatory
    burdens and reductions in information technology budgets could
    cause decreases in demand for our software and related services
    which could negatively affect our revenues, cash flows and
    results of operations.
    As our
    software offerings increase in number, scope and complexity, our
    need to prevent any undetected errors and to correct any
    identified errors may increase our costs, slow the introduction
    of new products and we may become subject to warranty or product
    liability claims which could be costly to resolve and result in
    negative publicity.
    Errors,
    defects or other performance problems of our products could
    result in harm or damage to our clients and expose us to
    liability, which may adversely affect our business and operating
    results.
   28




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Failure
    to hire and retain a sufficient number of qualified information
    technology professionals could have a material adverse effect on
    our business, results of operations and financial
    condition.
    We may
    not receive significant revenues from our current research and
    development efforts.
    Our
    Harland Financial Solutions segment provides services to clients
    that are subject to government regulations that could constrain
    its operations.
   29




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We may
    not be able to successfully develop new products and services
    for our Scantron segment, and those products and services may
    not receive widespread acceptance. As a result, the business,
    prospects, results of operations and financial condition of
    Scantron could be materially and adversely
    affected.
    Budget
    deficits may reduce funding available for Scantron products and
    services and have a negative effect on our
    revenue.
    If we
    are not able to obtain paper and other supplies at acceptable
    quantities and prices, our revenue could be adversely
    affected.
    Risks
    Related to Mafco Worldwides Business and
    Industry
  Mafco
    Worldwides business is heavily dependent on sales to the
    worldwide tobacco industry, and negative developments and trends
    within the tobacco industry could have a material adverse effect
    on Mafco Worldwides business, financial condition and
    results of operations.
    The
    tobacco industry has been subject to increased governmental
    taxation and regulation and in recent years has been subject to
    substantial litigation. These trends are likely to continue and
    it is likely that these trends will negatively affect tobacco
    product consumption and tobacco product
    manufacturers.
   30




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Consumption
    of tobacco products worldwide has declined steadily for
    years.
   31




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Changes
    in consumer preferences could decrease Mafco Worldwides
    revenues and cash flow.
  Magnasweet
  Changes
    in regulations regarding licorice confection may reduce Mafco
    Worldwides sales and profits.
    Competition
    and consolidation in the specialty sweetener industry may reduce
    Mafco Worldwides sales and profit margins.
  and/or
  and/or
  Any
    failure to comply with the many laws applicable to Mafco
    Worldwides business may result in significant fines and
    penalties.
   32




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Mafco
    Worldwide is heavily dependent on certain of its customers for a
    significant percentage of its net revenues.
    Many
    of Mafco Worldwides employees belong to labor unions, and
    strikes, work stoppages and other labor disturbances could
    adversely affect Mafco Worldwides operations and could
    cause its costs to increase.
    Changes
    in Mafco Worldwides relationships with its suppliers could
    have a material adverse effect on Mafco Worldwides
    business, financial condition and results of
    operations.
    Fluctuations
    in costs of licorice root and intermediary licorice extract
    could have a material adverse effect on Mafco Worldwides
    business, financial condition and results of
    operations.
   33




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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s business is exposed to domestic and foreign
    currency fluctuations and changes in interest
    rates.
      Any
    failure to maintain the quality of Mafco Worldwides
    manufacturing processes or raw materials could harm its
    operating results.
    Mafco
    Worldwides business is subject to risks related to
    weather, disease and pests that could adversely affect its
    business.
   34




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Mafco
    Worldwide is subject to transportation risks.
    Mafco
    Worldwides failure to accurately forecast and manage
    inventory could result in an unexpected shortfall of its
    products which could harm its business.
    Risks
    Relating to the Companys Contingent Claims
  The
    failure of Pneumo Abexs claims managers, guarantor,
    indemnitors and insurers to pay their obligations timely and
    substantially in full could have a material adverse effect on
    the Company.
   35




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

Leased/Location

Use

(Square Feet)

Owned StatusAtlanta, GA

Administration, Information Technology, Sales and Marketing


96,400



OwnedAtlanta, GA(a)

Closed


36,000



OwnedAtlanta, GA(a)

Closed


54,000



OwnedAtlanta, GA(a)

Closed


132,300



OwnedAtlanta, GA

Tech Center


14,294



LeasedAtlanta, GA

Operations Support


9,665



LeasedBoulder City, NV

Administration and Production


4,000



LeasedBraintree, MA

Marketing Services and Support


3,476



LeasedCharlotte, NC

Administration


4,906



LeasedColorado Springs, CO

Services


22,665



LeasedGlen Burnie, MD

Marketing Services and Production


120,000



LeasedGrapevine, TX

Printing


83,282



LeasedGurabo, Puerto Rico

Printing


22,446



LeasedHigh Point, NC

Printing


135,000



LeasedJeffersonville, IN

Printing


141,332



LeasedKansas City, MO

Marketing Services


5,401



LeasedLisle, IL

Marketing Services


7,050



LeasedLouisville, KY

Printing


50,000



LeasedMilton, WA

Printing


87,640



LeasedNashville, TN

Administration


21,309



LeasedNew Braunfels, TX

Administration, Printing and Contact Center


98,030



OwnedPhoenix, AZ

Printing


64,000



LeasedRedwood City, CA

Administration


10,000



LeasedSalt Lake City, UT

Printing, Distribution and Contact Center


129,100



OwnedSan Antonio, TX

Printing


166,000



LeasedSan Antonio, TX

Contact Center


68,000



LeasedSan Antonio, TX

Contact Center


42,262



LeasedSan Antonio, TX

Corporate Headquarters


90,000



LeasedSan Antonio, TX

Administration


1,936



LeasedSan Antonio, TX

Warehouse


16,166



LeasedSan Antonio, TX

Warehouse


18,675



Leased     (a)
    
    Held for sale. 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


4,400



LeasedBothell, WA

Development and Support


20,784



LeasedCarmel, IN

Development and Support


5,931



LeasedCincinnati, OH

Service Bureau


63,901



LeasedClive, IA

Service Bureau


36,466



LeasedCotuit, MA

Development and Support


3,200



LeasedEnglewood, CO

Development and Support


28,838



LeasedFargo, ND

Development and Support


18,371



LeasedGrand Rapids, MI

Development and Support


5,703



LeasedLake Mary, FL

Corporate Headquarters, Development and Support


80,390



LeasedMemphis, TN

Development and Support


7,981



LeasedMiamisburg, OH

Development and Support


15,286



LeasedOrlando, FL

Processing


14,856



LeasedPleasanton, CA

Development and Support


49,115



LeasedPortland, OR

Administration, Development and Support


58,685



LeasedTel Aviv, Israel

Development and Support


7,991



LeasedThiruvananthapuram, India

Development and Support


4,000



Leased   Scantron
  ApproximateFloor Space

Leased/Location

Use

(Square Feet)

Owned StatusAtlanta, GA

Administration, Development and Support


2,921



LeasedBellevue, WA

Administration


16,000



LeasedChennai, India

Development and Support


38,060



LeasedColumbia, PA

Printing


121,370



OwnedEagan, MN

Corporate Headquarters, Development and Support


109,500



OwnedGreeley, CO

Development and Support


10,800



LeasedLakewood, CO

Development and Support


3,077



LeasedLawrence, KS

Administration


21,000



LeasedMcLean, VA

Administration, Development and Support


4,336



LeasedOlivet, MI

Development and Support


1,856



LeasedOmaha, NE

Field Services, Administration and Support


50,000



OwnedSanta Ana, CA

Development and Support


26,057



LeasedSan Diego, CA

Development and Support


21,333



LeasedTowson, MD

Administration, Development and Support


9,193



Leased  37




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Mafco
    Worldwide
  ApproximateFloor Space

Leased/Location

Use

(Square Feet)

Owned StatusCamden, NJ

Licorice Manufacturing, Warehousing and Administration


390,000



OwnedCamden, NJ

Warehousing


78,000



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


55,972



LeasedShanghai, China

Administration


1,352



LeasedXianyang, China

Administration


743



LeasedDubai, UAE

Sales


3,724



Leased   Item 3.
    Legal
    Proceedings  LaserPro
          Item 4.
    Removed
    and Reserved 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 2009First Quarter

$
16.80


$
7.73Second Quarter


25.74



11.51Third Quarter


20.87



18.46Fourth Quarter


42.20



19.65Calendar 2010First Quarter

$
42.25


$
30.60Second Quarter


33.31



26.41Third Quarter


29.49



22.92Fourth Quarter


27.98



22.30     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

12/31/05

12/31/06

12/31/07

12/31/08

12/31/09

12/31/10M & F Worldwide Corp.

$
100.00


$
154.78


$
329.95


$
94.65


$
242.02


$
141.53S&P 500 Index

$
100.00


$
115.80


$
122.16


$
76.96


$
97.33


$
111.99Deluxe Corporation

$
100.00


$
88.63


$
118.99


$
57.55


$
61.84


$
101.40R.R. Donnelley & Sons Co.

$
100.00


$
107.18


$
116.98


$
44.05


$
77.88


$
64.78   Item 6.
    Selected
    Financial Data   40




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##### Table of Contents



Form 10-K.
  Year Ended December 31,2010(a)


2009(b)


2008(c)


2007(d)


2006(in millions, except per share amounts)Statement of Operations Data:Net revenues

$
1,782.6


$
1,814.1


$
1,906.2


$
1,472.8


$
722.0Cost of revenues


1,028.5



1,055.4



1,128.3



889.3



439.2Gross profit


754.1



758.7



777.9



583.5



282.8Selling, general and administrative expenses


414.5



415.6



467.9



357.5



162.0Asset impairment charges


3.7



44.4



2.4



3.1



Restructuring costs


22.3



32.5



14.6



5.6



3.3Operating income


313.6



266.2



293.0



217.3



117.5Interest expense, net


(116.8
)


(137.4
)


(186.7
)


(163.3
)


(65.3
)Gain (loss) on early extinguishment of debt






65.0







(54.6
)


Other (expense) income, net


(0.7
)


(1.1
)


2.7



0.1



Income (loss) before income taxes


196.1



192.7



109.0



(0.5
)


52.2Provision for income taxes


75.2



73.0



42.0



3.7



16.0Net income (loss) before extraordinary gain


120.9



119.7



67.0



(4.2
)


36.2Extraordinary gain










0.7







Net income (loss)

$
120.9


$
119.7


$
67.7


$
(4.2
)

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

$
6.26


$
6.20


$
3.30


$
(0.20
)

$
1.82Diluted

$
6.22


$
6.17


$
3.30


$
(0.20
)

$
1.78Extraordinary gain per common share:Basic

$



$



$
0.04


$



$
Diluted

$



$



$
0.04


$



$
Earnings (loss) per common share:Basic

$
6.26


$
6.20


$
3.34


$
(0.20
)

$
1.82Diluted

$
6.22


$
6.17


$
3.34


$
(0.20
)

$
1.78   December 31,2010(a)


2009(b)


2008(c)


2007(d)


2006(in millions)Balance Sheet Data:Total assets

$
3,769.1


$
3,686.0


$
3,783.1


$
3,811.7


$
1,455.4Long-term debt including current portion and short-term
    borrowings(e)


2,250.7



2,316.2



2,482.6



2,475.6



692.7Stockholders equity


642.5



514.0



380.3



405.5



410.5     (a)
    
    Includes the financial position and
    results of operations of Spectrum K12 from the date of its
    acquisition on July 21, 2010 and the financial position and
    results of operations of Parsam from the date of its acquisition
    on December 6, 2010. 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 Protocol IMS from the date of its
    acquisition on December 4, 2009 and financial position of
    SubscriberMail from the date of its acquisition on
    December 31, 2009. See Note 3 to our consolidated
    financial statements included elsewhere in this Annual Report on
    Form 10-K.(c)
    
    Includes the financial position and
    results of operations of Data Management I LLC from the date of
    its acquisition on February 22, 2008 and financial position
    of Transaction Holdings from the date of its acquisition on
    December 31, 2008. See Note 3 to our consolidated
    financial statements included elsewhere in this Annual Report on
    Form 10-K.(d)
    
    Includes the financial position and
    results of operations of 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 Enterprises Limited
    from the date of its acquisition on July 2, 2007.(e)
    
    Includes capital leases of
    $4.6 million, $5.7 million, $2.6 million,
    $3.4 million and $4.6 million at December 31,
    2010, 2009, 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
  Recent
    Development
   42




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##### Table of Contents



The
    Parsam Acquisition
  account-to-account person-to-person Form 10-K).
  The
    Spectrum K12 Acquisition
  Form 10-K).
  The
    SubscriberMail and Protocol IMS Acquisitions
  Form 10-K).
 43




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##### Table of Contents



The
    Transaction Holdings Acquisition
    The Data
    Management Acquisition
    Economic
    and Other Factors Affecting the Businesses of the
    Company
  Harland
    Clarke
  period-over-period and/or
  Harte-Hanks,
   44




---



##### Table of Contents



and/or
  Harland
    Financial Solutions
  and/or
      Scantron
   45




---



##### Table of Contents



Mafco
    Worldwide
               46




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue Recognition
     47




---



##### Table of Contents



percentage-of-completion
      and/or
      Inventories first-in,
  Income Taxes
   48




---



##### Table of Contents



Long-Lived Assets
  
    Significant underperformance relative to expected historical or
    projected future operating results;
    Significant changes in the manner of use of these assets or the
    strategy for the Companys overall business; and
    Significant negative industry or economic trends.    Goodwill and Acquired Intangible
    Assets
    and/or
   49




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##### Table of Contents



Contingent Consideration
    Arrangements
    Contingencies and Indemnification
    Agreements
  Form 10-K.
  Pensions and Other Postretirement
    Benefits
 50




---



##### Table of Contents



Derivative Financial
    Instruments
    Accounting
    Guidance
  Form 10-K
  Off-Balance
    Sheet Arrangements
  and/or
   51




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##### Table of Contents



Asset
    Impairments
    Restructuring
    Consolidated
    Operating Results
      Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  Form 10-K).
  Net
    Revenues:
  Year Ended December 31,2010


2009Consolidated Net Revenues:Harland Clarke segment

$
1,191.2


$
1,226.0Harland Financial Solutions segment


282.7



278.9Scantron segment


203.7



208.0Licorice Products segment


111.4



101.8Eliminations


(6.4
)


(0.6
)Total

$
1,782.6


$
1,814.1      52




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##### Table of Contents



Magnasweet
    Cost
    of Revenues:
  Year Ended December 31,2010


2009Consolidated Cost of Revenues:Harland Clarke segment

$
730.9


$
764.3Harland Financial Solutions segment


121.7



119.6Scantron segment


112.4



114.4Licorice Products segment


69.9



57.7Eliminations


(6.4
)


(0.6
)Total

$
1,028.5


$
1,055.4      53




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##### Table of Contents



Selling,
    General and Administrative Expenses:
  Year Ended December 31,2010


2009Consolidated Selling, General and Administrative Expenses:Harland Clarke segment

$
206.3


$
206.6Harland Financial Solutions segment


109.6



112.1Scantron segment


58.8



55.9Licorice Products segment


13.1



12.0Corporate


26.7



29.0Total

$
414.5


$
415.6        54




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##### Table of Contents



Asset
    Impairment Charges
      Form 10-K
  Restructuring
    Costs
    Form 10-K).
 55




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##### Table of Contents



Interest
    Income
  Form 10-K).
  Interest
    Expense
    Gain
    on Early Extinguishment of Debt
  Form 10-K).
  Other
    (Expense) Income, Net
    Provision
    for Income Taxes
    Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Form 10-K).
 56




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##### Table of Contents



Net
    Revenues:
  Year Ended December 31,2009


2008Consolidated Net Revenues:Harland Clarke segment

$
1,226.0


$
1,290.4Harland Financial Solutions segment


278.9



293.7Scantron segment


208.0



211.3Licorice Products segment


101.8



111.6Eliminations


(0.6
)


(0.8
)Total

$
1,814.1


$
1,906.2           Magnasweet Magnasweet
 57




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##### Table of Contents



Cost
    of Revenues:
  Year Ended December 31,2009


2008Consolidated Cost of Revenues:Harland Clarke segment

$
764.3


$
822.5Harland Financial Solutions segment


119.6



124.1Scantron segment


114.4



121.1Licorice Products segment


57.7



61.4Eliminations


(0.6
)


(0.8
)Total

$
1,055.4


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


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

$
206.6


$
240.1Harland Financial Solutions segment


112.1



131.6Scantron segment


55.9



59.4Licorice Products segment


12.0



10.8Corporate


29.0



26.0Total

$
415.6


$
467.9  58




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##### Table of Contents



Asset
    Impairment Charges
      Form 10-K
 59




---



##### Table of Contents



Restructuring
    Costs
    Form 10-K).
  Interest
    Income
    Interest
    Expense
    Gain
    on Early Extinguishment of Debt
  Form 10-K).
  Other
    (Expense) Income, Net
  other-than-temporary
  Provision
    for Income Taxes
   60




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##### Table of Contents



Extraordinary
    Gain
    Related
    Party Transactions
  The
    Transfer Agreement
        Registration
    Rights Agreement
  12-month
 61




---



##### Table of Contents



Affiliate
    Transactions
        Form 10-K,
      Stockholders
    Agreement
   62




---



##### Table of Contents



Notes
    Receivable
    Form 10-K.
  Liquidity
    and Capital Resources
  Cash
    Flow Analysis
       63




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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)Revolving credit
    facilities(1)(7)

$
31.0


$



$



$
31.0


$
Senior secured term
    loans(2)(7)


1,737.0



18.0



36.0



1,683.0



Senior
    notes(3)(7)


478.1











478.1



Interest on long-term
    debt(4)(7)


364.1



102.4



184.8



76.9



Capital lease obligations and other indebtedness


5.2



1.7



2.5



1.0



Operating lease obligations


113.3



27.4



42.5



23.8



19.6Raw material purchase obligations


22.3



22.0



0.3







Other long-term liabilities


14.5



0.7



1.9



1.6



10.3Client incentive
    payments(5)


94.8



56.2



34.0



4.1



0.5Other purchase
    obligations(6)


22.7



12.7



8.7



1.3



Postretirement benefit payments


6.4



0.6



1.3



1.3



3.2Contingent consideration
    arrangements(8)


8.2



4.6



3.6







Pension benefit payments


7.6



0.3



1.3



1.2



4.8Directors & Officers insurance financing


0.2



0.2











Total

$
2,905.4


$
246.8


$
316.9


$
2,303.3


$
38.4     (1)
    
    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 $45.0 million
    revolving credit facility will mature on December 15, 2015.
    See Note 14 to the accompanying consolidated financial
    statements included elsewhere in this Annual Report on
    Form 10-K.(2)
    
    Harland Clarke Holdings
    $1,800.0 million senior secured term loan will mature on
    June 30, 2014, and Harland Clarke Holdings is required to
    make payments of principal in the amount of $18.0 million
    per year in equal quarterly installments. See Note 14 to
    the accompanying consolidated financial statements included
    elsewhere in this Annual Report on
    Form 10-K.(3)
    
    The senior notes will mature in
    2015 and include $271.3 million of Harland Clarke
    Holdings fixed rate notes and $206.8 million of
    Harland Clarke Holdings floating rate notes. See
    Note 14 to the accompanying consolidated financial
    statements included elsewhere in this Annual Report on
    Form 10-K.(4)
    
    Interest on long-term debt assumes
    that all floating rates of interest remain the same as those in
    effect at December 31, 2010 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 revolving credit facility
    remains at zero, as it was on December 31, 2010 and Mafco
    Worldwide revolving credit facility remains at
    $31.0 million, as it was on December 31, 2010, and all
    mandatory payments are made. 64




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##### Table of Contents



(5)
    
    Represents unpaid amounts under
    existing client contracts.(6)
    
    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.(7)
    
    The credit facilities and senior
    notes include early repayment provisions if certain events
    occur, including excess cash flow payments with respect to the
    senior secured credit facilities. See Note 14 to the
    accompanying consolidated financial statements included
    elsewhere in this Annual Report on Form
    10-K.
    Payments in the table above assume that only mandatory principal
    payments will be made and that there will be no prepayments.(8)
    
    Represents the recorded liabilities
    for contingent consideration arrangements as of
    December 31, 2010. See Notes 3 and 16 to the
    accompanying consolidated financial statements included
    elsewhere in this Annual Report on
    Form 10-K.      Mafco
    Worldwide Credit Agreement
         65




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##### Table of Contents



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.         66




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##### Table of Contents



Harland
    Clarke Holdings Senior Notes
        Impact of
    Inflation
    Liquidity
    Assessment
  Form 10-K)
  Harland
    Clarke Holdings
    
    Capital Expenditures.  Harland Clarke
    Holdings capital expenditures are primarily related to
    infrastructure investments, internally developed software, cost
    reduction programs, marketing initiatives and other projects
    that support future revenue growth. During the years ended
    December 31, 2010, 2009 and 2008, Harland Clarke Holdings
    incurred $38.6 million, $42.2 million and
    $48.2 million of capital expenditures and
    $0.1 million, $0.3 million and $0.7 million of
    capitalized interest, 67




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##### Table of Contents



respectively. Capital expenditures for the years ended
    December 31, 2009 and 2008 include $11.8 million and
    $21.7 million, respectively, related to integration
    projects.  
    Contract Acquisition Payments.  During the
    years ended December 31, 2010, 2009 and 2008, Harland
    Clarke Holdings made $39.6 million, $39.5 million and
    $43.8 million of contract acquisition payments to its
    clients, respectively.
    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 acquisition of
    John H. Harland Company, the Data Management Acquisition, the
    Transaction Holdings Acquisition and the acquisition of Protocol
    IMS. During the years ended December 31, 2010, 2009 and
    2008, Harland Clarke Holdings made $14.4 million,
    $33.6 million and $19.2 million of payments for
    restructuring, respectively.    Mafco
    Worldwide
    
    Capital Expenditures.  During the years ended
    December 31, 2010, 2009 and 2008, Mafco Worldwide incurred
    $1.3 million, $1.6 million and $1.2 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
     70




---



##### Table of Contents




    Pneumo Abex, owned by the Settlement Trust, will continue to
    resolve asbestos-related claims asserted against it in the tort
    system,
    The Settlement Trust will indemnify Pneumo Abex with respect to
    the defense and resolution of the asbestos-related claims
    formerly subject to the Mutual Guaranty,
    The Friction Guarantors obligation to indemnify Pneumo
    Abex pursuant to the Mutual Guaranty will terminate,
    The Company will be indemnified by the Settlement Trust against
    any liability for the matters formerly subject to the Mutual
    Guaranty, and
    All other insurance and indemnification rights of Pneumo Abex
    owing from third parties will remain assets of Pneumo Abex.     71




---



##### Table of Contents



Honeywell
    Indemnification
    Other
  LaserPro
    Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-K. Form 10-K
 72




---



##### Table of Contents




    the substantial indebtedness of Harland Clarke Holdings and its
    subsidiaries and Mafco Worldwide and its subsidiaries;
    further adverse changes in or worsening of general economic and
    industry conditions, including the depth and length of the
    economic downturn and higher unemployment, which could result in
    more rapid declines in product sales of
    and/or
    pricing pressure on the Harland Clarke and Scantron segments,
    and reductions in information technology budgets, which could
    result in adverse impacts on the Harland Financial Solutions
    segment;
    weak economic conditions and declines in the financial
    performance of our business that may result in material
    impairment charges, which could have a negative effect on the
    Companys earnings, total assets and market prices of the
    Companys outstanding securities;
    our ability to generate sufficient cash in the future that
    affects our ability to make payments on our indebtedness;
    our ability to incur substantially more debt that could
    exacerbate the risks associated with our substantial leverage;
    covenant restrictions under Harland Clarke Holdings and
    Mafco Worldwides indebtedness that may limit our ability
    to operate our businesses and react to market changes;
    lack of access to cash flow or other assets of the
    Companys subsidiaries, including Harland Clarke Holdings
    and Mafco Worldwide;
    increases in interest rates;
    the maturity of the paper check industry, including a faster
    than anticipated decline in check usage due to increasing use of
    alternative payment methods, decreased consumer spending and
    other factors and our ability to grow non-check related product
    lines;
    consolidation among financial institutions;
    adverse changes or failures or consolidation of the large
    financial institution clients on which we depend, resulting in
    decreased revenues
    and/or
    pricing pressure;
    intense competition in all areas of our businesses;
    our ability to successfully manage acquisitions;
    our ability to implement any or all components of our business
    strategy;
    interruptions or adverse changes in our vendor or supplier
    relationships;
    increased production and delivery costs;
    fluctuations in the costs of raw materials and other supplies;
    our ability to attract, hire and retain qualified personnel;
    technological improvements that may reduce any advantage over
    other providers in our respective industries;
    our ability to protect customer or consumer data against data
    security breaches;
    changes in legislation relating to consumer privacy protection
    that could increase our costs or limit our future business
    opportunities;
    contracts with our clients relating to consumer privacy
    protection that could restrict our business; 73




---



##### Table of Contents




    our ability to protect our intellectual property rights;
    our reliance on third-party providers for certain significant
    information technology needs;
    software defects or cyber attacks that could harm our businesses
    and reputation;
    sales and other taxes that could have adverse effects on our
    businesses;
    environmental risks;
    the ability of our Harland Financial Solutions segment to
    achieve organic growth;
    regulations governing the Harland Financial Solutions segment;
    our ability to develop new products for our Scantron segment and
    to grow Scantrons web-based education business;
    our ability to achieve VSOE for software businesses we have
    acquired or will acquire, which could affect the timing of
    recognition of revenue;
    changes in contingent consideration estimates related to
    acquisition earn-out arrangements;
    future warranty or product liability claims which could be
    costly to resolve and result in negative publicity;
    government and school clients budget deficits, which could
    have an adverse impact on our Scantron segment;
    softness in direct mail response rates;
    economic, climatic or political conditions in countries in which
    Mafco Worldwide sources licorice root or in countries where
    Mafco Worldwide manufactures licorice extracts and licorice
    derivatives;
    economic, climatic or political conditions that have an impact
    on the worldwide tobacco industry or on the consumption of
    tobacco products in which licorice products are used;
    additional government regulation of tobacco products, tobacco
    industry litigation or enactment of new or increased taxes on
    cigarettes or other tobacco products, to the extent any of the
    foregoing curtail growth in or actually reduce consumption of
    tobacco products in which licorice products are used or place
    limitations on the use of licorice extracts as additives used in
    manufacturing tobacco products;
    additional government regulation relating to non-tobacco uses of
    Mafco Worldwides products;
    the failure of third parties to make full and timely payment in
    our favor for environmental, asbestos, tax, acquisition-related
    and other matters for which we are entitled to indemnification;
    any material failure of the indemnification, assumption,
    guaranty or management arrangements that protect Pneumo Abex
    against contingent claims;
    lower than expected cash flow from operations;
    unfavorable foreign currency fluctuations;
    the loss of one of our significant customers;
    work stoppages and other labor disturbances; and
    unanticipated internal control deficiencies or weaknesses.   74




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks      Form 10-K.
      Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Regulation S-X Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rules 13(a)-15(e) 15d-15(e)
 75




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##### Table of Contents



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.         76




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                
    77




---



##### Table of Contents



Item 9B.
    Other
    Information   78




---



##### Table of Contents



PART III  Form 10-K
 79




---



##### Table of Contents



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

Description2.1

Stock Purchase Agreement, dated April 28, 1988, between Pneumo
    Abex and IC Industries, Inc. (predecessor of Pepsi-Cola
    Metropolitan Bottling Company, 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).2.6

Securities Purchase Agreement, dated as of December 15, 2010, by
    and between Scantron Corporation and KUE Digital International
    LLC (incorporated by reference to Exhibit 2.1 of M & F
    Worldwide Corp.s Current Report on Form 8-K, dated
    December 16, 2010).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). 80




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##### Table of Contents



Exhibit No.

Description4.3

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).4.4

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). 81




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##### Table of Contents



Exhibit No.

Description4.13

Intellectual Property Security Agreement, dated as of May 1,
    2007, by and among B(2)Direct, Inc., Checks in the Mail, Inc.
    and Clarke American Checks, Inc., the Grantors, in favor of
    Credit Suisse, Cayman Islands Branch, as administrative and
    collateral agent (incorporated by reference to Exhibit 4.9 to
    Harland Clarke Holdings Corp. Registration Statement on
    Form S-4,
    Commission File No. 333-143717).4.14

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

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

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

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

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

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).4.20

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).4.21*

Credit Agreement, dated as of December 15, 2010, by and among
    Mafco Worldwide Corporation, the lenders from time to time party
    thereto, PNC Bank, National Association, as Administrative Agent
    and PNC Capital Markets LLC, as Lead Arranger.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). 82




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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. 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).10.16+

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).10.17+

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).10.18

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).10.19

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). 83




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##### Table of Contents



Exhibit No.

Description10.20+

Amendment, dated as of February 2, 2010, to the Employment
    Agreement, dated as of February 13, 2008, between Harland Clarke
    Holdings Corp. and Charles T. Dawson (incorporated by reference
    to Exhibit 10.22 to Harland Clarke Holdings Corp.s Annual
    Report on Form 10-K for the fiscal year ended December 31, 2009).10.21+

Employment Agreement, dated as of January 1, 2011, by and among
    M & F Worldwide Corp., Harland Clarke Holdings Corp.
    and Charles T. Dawson (incorporated by reference to
    Exhibit 10.1 to M & F Worldwide Corp.s
    Current Report on Form 8-K filed on January 6, 2011).10.22

Settlement Agreement, dated as of February 1, 2011, by and among
    M & F Worldwide Corp., Pneumo Abex LLC, Mafco
    Worldwide Corporation, Mafco Consolidated Group LLC, PCT
    International Holdings Inc., Cooper Industries plc, Cooper
    Industries Ltd., Cooper Holdings, Ltd., Cooper US Inc. and
    Cooper Industries, LLC (incorporated by reference to Exhibit
    99.1 to M & F Worldwide Corp.s Current Report on
    Form 8-K filed on February 7, 2011).21.1*

List of subsidiaries.23.1*

Consent of Independent Registered Public Accounting Firm.31.1*

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated March 4, 2011.31.2*

Certification of Paul G. Savas, Chief Financial Officer, dated
    March 4, 2011.32.1

Certification of Barry F. Schwartz, Chief Executive Officer,
    dated March 4, 2011 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
    March 4, 2011, 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. 84




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##### Table of Contents



SIGNATURES
    M & F WORLDWIDE CORP.
  Dated: March 4, 2011

By: /s/  Barry
    F. SchwartzBarry
    F. Schwartz
    President, Chief Executive Officer and Director
    (Principal Executive Officer)Dated: March 4, 2011

By: /s/  Paul
    G. SavasPaul
    G. Savas
    Executive Vice President
    and Chief Financial Officer
    (Principal Financial Officer)Dated: March 4, 2011

By: /s/  Alison
    M. HorowitzAlison
    M. Horowitz
    Vice President,
    Treasurer and Controller
    (Principal Accounting Officer)  85




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##### Table of Contents



Signature

Title

Date/s/  Ronald
    O. PerelmanRonald
    O. Perelman

Director

March 4, 2011/s/  Philip
    E. BeekmanPhilip
    E. Beekman

Director

March 4, 2011/s/  William
    C. BevinsWilliam
    C. Bevins

Director

March 4, 2011/s/  Martha
    L. ByorumMartha
    L. Byorum

Director

March 4, 2011/s/  Charles
    T. DawsonCharles
    T. Dawson

Director

March 4, 2011/s/  Viet
    D. DinhViet
    D. Dinh

Director

March 4, 2011/s/  Theo
    W. FolzTheo
    W. Folz

Director

March 4, 2011/s/  John
    M. KeaneJohn
    M. Keane

Director

March 4, 2011/s/  Paul
    M. MeisterPaul
    M. Meister

Director

March 4, 2011/s/  Barry
    F. SchwartzBarry
    F. Schwartz

Director

March 4, 2011/s/  Bruce
    SlovinBruce
    Slovin

Director

March 4, 2011/s/  Stephen
    G. TaubStephen
    G. Taub

Director

March 4, 2011/s/  Carl
    B. WebbCarl
    B. Webb

Director

March 4, 2011  86




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    AND FINANCIAL STATEMENT SCHEDULES
    YEAR ENDED DECEMBER 31, 2010
       
 PagesReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Income


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-55Schedule II  Valuation and
    Qualifying Accounts and Reserves


F-58     F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 F-2




---



##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Balance Sheets
    
    (in millions, except share and per share data)
  December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
312.8


$
133.7Accounts receivable (net of allowances of $3.1 and $3.3)


137.8



133.1Marketable securities






24.6Inventories


130.0



139.4Income taxes receivable


12.1



12.2Deferred tax assets


18.4



22.4Prepaid expenses and other current assets


71.9



78.1Total current assets


683.0



543.5Property, plant and equipment, net


157.1



175.6Goodwill


1,569.8



1,517.3Other intangible assets, net


1,207.3



1,297.9Pension asset


10.3



10.5Contract acquisition payments, net


27.2



28.6Auction-rate securities






29.4Other assets


114.4



83.2Total assets

$
3,769.1


$
3,686.0LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
43.0


$
41.0Deferred revenues


128.9



116.1Short-term borrowings






22.2Current maturities of long-term debt


19.4



24.5Accrued liabilities:Salaries, wages and employee benefits


77.6



56.7Income and other taxes payable


13.4



15.5Customer incentives


29.0



23.5Other current liabilities


30.9



34.6Total current liabilities


342.2



334.1Long-term debt


2,231.3



2,269.5Deferred tax liabilities


440.1



462.6Other liabilities


113.0



105.8Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2010 and 2009


0.2



0.2Additional paid-in capital


76.0



75.4Treasury stock at cost; 4,541,900 shares at
    December 31, 2010 and 2009


(106.6
)


(106.6
)Retained earnings


677.6



556.7Accumulated other comprehensive (loss) income, net of taxes:Foreign currency translation adjustments


3.6



6.5Unrecognized amounts included in pension and postretirement
    obligations


(5.2
)


(10.5
)Derivative fair-value adjustment


(10.9
)


(8.6
)Unrealized gains (losses) on investments, net


7.8



0.9Total accumulated other comprehensive loss, net of taxes


(4.7
)


(11.7
)Total stockholders equity


642.5



514.0Total liabilities and stockholders equity

$
3,769.1


$
3,686.0    F-3




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##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Statements of
    Income
 (in millions, except per share data)
  Year Ended December 31,2010


2009


2008Product revenues, net

$
1,456.2


$
1,514.8


$
1,598.5Service revenues, net


326.4



299.3



307.7Total net revenues


1,782.6



1,814.1



1,906.2Cost of products sold


857.2



903.3



969.8Cost of services provided


171.3



152.1



158.5Total cost of revenues


1,028.5



1,055.4



1,128.3Gross profit


754.1



758.7



777.9Selling, general and administrative expenses


414.5



415.6



467.9Asset impairment charges


3.7



44.4



2.4Restructuring costs


22.3



32.5



14.6Operating income


313.6



266.2



293.0Interest income


1.0



1.7



4.2Interest expense


(117.8
)


(139.1
)


(190.9
)Gain on early extinguishment of debt






65.0



Other (expense) income, net


(0.7
)


(1.1
)


2.7Income before income taxes and extraordinary gain


196.1



192.7



109.0Provision for income taxes


75.2



73.0



42.0Net income before extraordinary gain


120.9



119.7



67.0Extraordinary gain










0.7Net income

$
120.9


$
119.7


$
67.7Earnings per common share before extraordinary gain:Basic

$
6.26


$
6.20


$
3.30Diluted

$
6.22


$
6.17


$
3.30Extraordinary gain per common share:Basic

$



$



$
0.04Diluted

$



$



$
0.04Earnings per common share:Basic

$
6.26


$
6.20


$
3.34Diluted

$
6.22


$
6.17


$
3.34    F-4




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##### Table of Contents



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











OtherCommon Stock


Paid-in


Treasury Stock


Retained


ComprehensiveShares


Amount


Capital


Shares


Amount


Earnings


Income (Loss)


TotalBalance, December 31, 2007


23.8


$
0.2


$
57.8



2.5


$
(14.8
)

$
369.5


$
(7.2
)

$
405.5Net income






















67.7







67.7Currency translation adjustments, net of taxes of $0.0


























(3.8
)


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


























(7.4
)


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


























(3.2
)


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


























0.5



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


























(2.7
)


(2.7
)Total comprehensive income






























51.1Repurchase of common stock














2.0



(91.8
)










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










14.6



















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


0.1







0.9



















0.9Balance, December 31, 2008


23.9


$
0.2


$
73.3



4.5


$
(106.6
)

$
437.2


$
(23.8
)

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






















(0.2
)


0.2



Net income






















119.7







119.7Currency translation adjustments, net of taxes of $0.0


























2.0



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


























(1.5
)


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


























1.6



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


























1.8



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


























8.0



8.0Total comprehensive income






























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










2.1



















2.1Balance, December 31, 2009


23.9


$
0.2


$
75.4



4.5


$
(106.6
)

$
556.7


$
(11.7
)

$
514.0Net income






















120.9







120.9Currency translation adjustments, net of taxes of $0.3


























(2.9
)


(2.9
)Change in unrecognized amounts included in pension and
    postretirement obligations, net of taxes of $3.3


























5.3



5.3Unrealized gains on investments, net of taxes of $4.4


























6.9



6.9Derivative fair-value adjustment, net of taxes of $1.3


























(2.3
)


(2.3
)Total comprehensive income






























127.9Amortization of unearned compensation and vesting of restricted
    stock, net of taxes of $0.0










0.6



















0.6Balance, December 31, 2010


23.9


$
0.2


$
76.0



4.5


$
(106.6
)

$
677.6


$
(4.7
)

$
642.5    F-5




---



##### Table of Contents



M &
    F Worldwide Corp. and SubsidiariesConsolidated Statements of Cash
    Flows
 (in millions)
  Year Ended December 31,2010


2009


2008Operating activitiesNet income

$
120.9


$
119.7


$
67.7Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


50.6



59.6



68.4Amortization of intangible assets


109.0



104.3



98.1Amortization of deferred financing fees


7.7



7.3



8.2Gain on early extinguishment of debt






(65.0
)


Restricted stock amortization


0.6



2.1



0.9Deferred income taxes


(23.2
)


(20.5
)


(27.8
)Tax benefits from stock options exercised










(14.6
)Asset impairments


3.7



44.4



2.4Realized and unrealized loss on marketable securities


1.0



2.7



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


(1.1
)


13.7



(15.1
)Inventories


8.5



(11.5
)


(18.7
)Prepaid expenses and other assets


(20.6
)


(21.9
)


(0.6
)Pension asset


0.6



(0.1
)


(1.3
)Contract acquisition payments, net


1.4



11.2



11.8Accounts payable and accrued liabilities


19.5



(54.8
)


(13.3
)Deferred revenues


13.0



11.1



11.2Income and other taxes


(4.4
)


(1.1
)


20.5Other, net


6.3



5.2



0.5Net cash provided by operating activities


293.5



206.4



199.1Investing activitiesPurchase of businesses, net of cash acquired


(61.2
)


(11.4
)


(235.3
)Proceeds from sale of joint venture






1.0



Purchase of marketable securities






(24.6
)


Proceeds from sale and redemption of marketable securities


53.1



5.3



2.4Investment in related party notes receivable










(14.4
)Net repayments of related party notes receivable


3.0



5.2



1.8Proceeds from sale of property, plant and equipment


2.5



0.7



5.7Capital expenditures


(39.9
)


(43.8
)


(49.4
)Capitalized interest


(0.1
)


(0.3
)


(0.7
)Other, net


(4.2
)


(4.2
)


(0.6
)Net cash used in investing activities


(46.8
)


(72.1
)


(290.5
)Financing activitiesTax benefits from stock options exercised










14.6Repurchase of common stock










(91.8
)Redemption of notes






(67.6
)


Borrowings on credit agreements


31.0







62.0Repayments of credit agreements and other borrowings


(74.8
)


(30.8
)


(82.0
)Proceeds from short-term borrowings










27.2Repayments of short-term borrowings


(22.2
)


(4.1
)


(0.9
)Payments of contingent consideration arrangements


(0.7
)






Insurance premium financing payments


(0.4
)


(0.3
)


(0.1
)Debt issuance cost


(0.4
)






Net cash used in financing activities


(67.5
)


(102.8
)


(71.0
)Effect of exchange rate changes on cash and cash equivalents


(0.1
)






(0.5
)Net increase (decrease) in cash and cash equivalents


179.1



31.5



(162.9
)Cash and cash equivalents at beginning of period


133.7



102.2



265.1Cash and cash equivalents at end of period

$
312.8


$
133.7


$
102.2Supplemental disclosure of cash paid for:Interest, net of amounts capitalized

$
109.6


$
139.7


$
175.2Income taxes, net of refunds


100.5



97.0



52.9    F-6




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
          Customer
    Incentives
    Shipping
    and Handling
    Cash
    and Cash Equivalents
    Investments
  available-for-sale
   F-9




---



##### Table of Contents



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




---



##### Table of Contents



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


3  15Computer software and hardware


3    5Leasehold improvements


1  20Buildings and improvements


20  30Furniture, fixtures and transportation equipment


5    8   Software
    and Other Development Costs
    product-by-product
    Goodwill
    and Acquired Intangible Assets
     F-11




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    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
  401(k)
      Translation
    of Foreign Currencies
   F-13




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Self-Insurance
    Share-Based
    Payments
    Derivative
    Financial Instruments
      Deferred
    Financing Fees
    Restructuring
    Charges
   F-14




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Fair
    Value Measurements
    Reclassifications
      Recently
    Issued Accounting Guidance
        3.
    Acquisitions  Acquisition
    of Parsam
   F-15




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  account-to-account person-to-person
          Acquisition
    of Spectrum K12
     F-16




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
          Acquisition
    of Protocol IMS and SubscriberMail
   F-17




---



##### 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
    Acquisition
    of Data Management
      Accounts receivable





$
15.9Inventories






7.5Property, plant and equipment






25.5Goodwill






116.2Other intangible assets:Customer relationships

$
65.4Trademarks and tradenames


2.4Patented technology and software


7.5Total other intangible assets






75.3Other assets






0.6Total assets acquired






241.0Deferred revenues






7.6Other liabilities






10.1Net assets acquired





$
223.3    F-18




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
          Acquisition
    of Wei Feng Enterprises Limited
        4.
    Inventories    December 31,2010


2009Finished goods

$
32.2


$
36.0Work-in-progress


8.7



11.3Raw materials


89.1



92.1$
130.0


$
139.4  F-19




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  5.
    Property,
    Plant and Equipment    December 31,2010


2009Machinery and equipment

$
126.7


$
137.0Computer software and hardware


153.0



134.0Leasehold improvements


26.3



28.5Buildings and improvements


48.4



48.5Furniture, fixtures and transportation equipment


18.0



15.7Land


11.1



12.1Construction-in-progress


15.1



14.1398.6



389.9Accumulated depreciation


(241.5
)


(214.3
)$
157.1


$
175.6     Construction-in-progress
  6.
    Assets
    Held For Sale    Location

Former Use

Year ClosedAtlanta, GA

Operations support


2008Atlanta, GA

Printing


2008Atlanta, GA

Information Technology


2010      F-20




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      December 31,2010


2009Land

$
1.5


$
1.4Buildings and improvements


1.9



3.5$
3.4


$
4.9   7.
    Goodwill
    and Other Intangible Assets    HarlandHarland


Financial





LicoriceClarke


Solutions


Scantron


Products


TotalBalance as of December 31, 2008

$
772.3


$
425.0


$
268.2


$
43.6


$
1,509.12009 acquisitions


7.2















7.2Adjustments to goodwill


(0.1
)






0.3







0.2Effect of exchange rate changes






0.2



0.1



0.5



0.8Balance as of December 31, 2009


779.4



425.2



268.6



44.1



1,517.32010 acquisitions






27.5



26.6







54.1Effect of exchange rate changes






(0.5
)






(1.1
)


(1.6
)Balance as of December 31, 2010

$
779.4


$
452.2


$
295.2


$
43.0


$
1,569.8     Gross Carrying Amount


Accumulated AmortizationUseful Life


December 31,


December 31,


December 31,


December 31,(in years)


2010


2009


2010


2009Amortized intangible assets:Customer relationships


3-20


$
1,243.7


$
1,234.6


$
350.7


$
261.5Trademarks and tradenames


2-25



155.0



154.5



12.3



3.4Software and other


2-10



71.9



65.1



37.4



28.2Patents and patents pending


3-20



21.9



20.0



5.7



4.01,492.5



1,474.2



406.1



297.1Indefinite-lived intangible assets:Product formulations






109.9



109.8







Tradename






11.0



11.0







Total other intangible assets





$
1,613.4


$
1,595.0


$
406.1


$
297.1    F-21




---



##### Table of Contents



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

$
103.82012


98.32013


88.42014


80.12015


74.3      F-22




---



##### 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 31,2010


2009


2008Income (loss) before income taxes:Domestic

$
195.1


$
193.6


$
112.6Foreign


1.0



(0.9
)


(3.6
)Total income before income taxes

$
196.1


$
192.7


$
109.0Provision for income taxes:Current:Federal

$
80.7


$
76.9


$
61.6State and local


16.4



15.4



6.8Foreign


1.3



1.2



1.498.4



93.5



69.8Deferred:Federal


(20.6
)


(18.9
)


(25.6
)State and local


(2.5
)


(2.4
)


(0.4
)Foreign


(0.1
)


0.8



(1.8
)(23.2
)


(20.5
)


(27.8
)Total provision for income taxes

$
75.2


$
73.0


$
42.0  F-23




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    December 31,2010


2009Current:Net operating loss carryforwards

$
0.2


$
0.3Accrued expenses and other liabilities


28.3



27.6Net current deferred tax asset


28.5



27.9Valuation allowance


(10.1
)


(5.5
)18.4



22.4Long-term:Postretirement benefits obligations


4.4



9.7Deferred compensation


4.3



0.5Interest rate hedges liability


6.9



3.1Net operating loss carryforwards


31.6



12.7Other liabilities


2.1



14.9Deferred gain on debt repurchase


(25.4
)


(24.9
)Property, plant and equipment


(4.7
)


(6.9
)Pension asset


(1.5
)


(1.8
)Intangible assets


(440.6
)


(462.6
)Net long-term deferred tax liability


(422.9
)


(455.3
)Valuation allowance


(17.2
)


(7.3
)(440.1
)


(462.6
)Net deferred tax liabilities

$
(421.7
)

$
(440.2
)     2011-2019,
   F-24




---



##### 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 31,2010


2009


2008Tax provision at statutory rate

$
68.7


$
67.5


$
38.2State and local taxes


8.2



7.2



5.1Foreign losses with no benefit


1.0



1.7



Permanent differences


(1.8
)


(0.9
)


(0.2
)Effect of change in uncertain tax positions


(1.3
)


(3.5
)


(0.7
)Extraterritorial benefit recorded










(1.4
)Other


0.4



1.0



1.0$
75.2


$
73.0


$
42.0     2010


2009


2008Balance at January 1

$
13.7


$
18.7


$
20.1Additions based on tax positions related to the current year










Additions for tax positions for prior years


0.6



1.7



Reductions for tax positions for prior years


(2.2
)


(6.7
)


(1.4
)Settlements










Balance at December 31

$
12.1


$
13.7


$
18.7          F-25




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  9.
    Authorized
    Capital Stock      10.
    Stock
    Plans        11.
    Defined
    Benefit Pension and Other Postretirement Benefit Plans    Mafco
    Worldwide
   F-26




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
      December 31,2010


2009Accumulated Benefit Obligation

$
12.7


$
10.7Change in Projected Benefit Obligation:Projected benefit obligation at beginning of year

$
12.7


$
11.4Service cost


0.5



0.4Interest cost


0.8



0.7Actuarial loss (gain)


1.3



0.5Benefits paid


(0.5
)


(0.3
)Projected benefit obligation at end of year


14.8



12.7Change in Plan Assets:Fair value of assets at beginning of year


20.6



20.1Actual returns on plan assets


1.4



0.5Company contributions


0.4



0.3Benefits paid


(0.5
)


(0.3
)Fair value of assets at end of year


21.9



20.6Net pension asset

$
7.1


$
7.9     December 31,2010


2009Pension asset

$
10.3


$
10.5Other liabilities


(3.2
)


(2.6
)$
7.1


$
7.9     Prior service cost

$
0.8Net actuarial loss


12.6$
13.4    F-27




---



##### 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 31,2010


2009


2008Service cost

$
(0.5
)

$
(0.4
)

$
(0.4
)Interest cost


(0.8
)


(0.7
)


(0.7
)Expected return on plan assets


1.1



1.6



2.2Amortization of prior service cost


(0.1
)


(0.1
)


(0.1
)Amortization of net actuarial loss


(0.9
)


(0.8
)


(0.1
)Net periodic pension (expense) income

$
(1.2
)

$
(0.4
)

$
0.9   Contributions
    Benefit
    Payments
    2011

$
0.32012


0.72013


0.62014


0.52015


0.72016-2020


4.8    F-28




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Assumptions
    December 31,2010


2009Weighted-average assumptions used to determine benefit
    obligation at year end:Discount rate


5.25-5.50
%


5.75-6.00
%Rate of compensation increase


3.50
%


3.50
%   Year Ended December 31,2010


2009


2008Weighted-average assumptions used to determine net periodic
    benefit cost:Discount rate


5.75-6.00
%


6.25
%


6.25
%Expected long term rate of return on plan assets


5.00-7.00
%


8.00
%


8.00
%Rate of compensation increase


3.50
%


3.50
%


3.50
%       Investment
    Policies
     F-29




---



##### Table of Contents



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

Union PlansAsset classes:Cash equivalents and other

0% - 15%

0% - 15%Fixed income securities

65% - 100%

45% - 75%Equity securities

0% - 15%

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


Level 1


Level 2


Level 3Cash and cash equivalents

$
0.3


$
0.3


$



$
Mutual funds


1.9



1.9







Common and collective funds


5.7







5.7



Corporate bonds


5.5







5.5



Government bonds


8.3



8.0



0.3



Exchange traded funds


0.2



0.2







$
21.9


$
10.4


$
11.5


$
     Total


Level 1


Level 2


Level 3Cash and cash
    equivalents(1)

$
(0.6
)

$
(0.6
)

$



$
Mutual funds


1.7



1.7







Common and collective funds


5.0







5.0



Corporate bonds


5.1







5.1



Government bonds


9.2



9.2







Exchange traded funds


0.2



0.2







$
20.6


$
10.5


$
10.1


$
     (1)

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




---



##### Table of Contents



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


2009APBO at beginning of year

$
18.9


$
17.5Changes in APBO:Interest cost


0.9



1.0Benefits paid


(1.5
)


(2.4
)Retiree contributions


0.9



1.1Health benefits subsidy


0.1



0.1Actuarial (gain) loss


(0.6
)


1.6Plan amendment


(8.6
)


APBO at end of year

$
10.1


$
18.9Included in accrued salaries, wages and employee benefits

$
0.6


$
1.2Included in other liabilities


9.5



17.7APBO at end of year

$
10.1


$
18.9     2010


2009Fair value of plan assets at beginning of year

$



$
Employer contributions


0.5



1.2Retiree contributions


0.9



1.1Health benefits subsidy


0.1



0.1Benefits paid


(1.5
)


(2.4
)Fair value of plan assets at end of year

$



$
Funded status

$
(10.1
)

$
(18.9
)     2010


2009Unrecognized prior service credits

$
(8.5
)

$
Unrecognized actuarial net loss


1.9



2.6$
(6.6
)

$
2.6  F-32




---



##### 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 31,2010


2009


2008Interest on accumulated postretirement benefit obligation

$
0.9


$
1.0


$
0.9Amortization of prior service credits


(0.1
)






Amortization of net actuarial loss


0.1







Net postretirement benefit cost


0.9



1.0



0.9Other changes in benefit obligations recognized in other
    comprehensive income:Unrecognized actuarial net (gain) loss


(0.6
)


1.6



2.5Amortization of net actuarial loss


(0.1
)






Prior service credits


(8.6
)






Amortization of prior service credits


0.1







Total recognized in net periodic benefit cost and other
    comprehensive income

$
(8.3
)

$
2.6


$
3.4       1 Percentage

1 PercentagePoint Increase

Point DecreaseEffect on total interest cost for 2010

$



$
Effect on postretirement benefit obligation at December 31,
    2010


0.2



(0.2
)     2011

$
0.62012


0.62013


0.62014


0.62015


0.62016-2020


3.2    F-33




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  12.
    Defined
    Contribution Pension Plans    13.
    Short-Term
    Borrowings    14.
    Long-Term
    Debt  December 31,2010


2009Harland Clarke Holdings $1,900.0 Senior Secured Credit Facilities

$
1,737.0


$
1,755.0Harland Clarke Holdings Senior Floating Rate Notes due 2015


206.8



206.8Harland Clarke Holdings 9.50% Senior Fixed Rate Notes due
    2015


271.3



271.3Mafco Worldwide $125.0 Senior Secured Credit Facilities






55.2Mafco Worldwide $45.0 Senior Secured Credit Facility


31.0



Capital lease obligations and other indebtedness


4.6



5.72,250.7



2,294.0Less: current maturities


(19.4
)


(24.5
)Long-term debt, net of current maturities

$
2,231.3


$
2,269.5   Harland
    Clarke Holdings $1,900.0 Senior Secured Credit
    Facilities
   F-34




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  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-35




---



##### 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
      Gain
    on Early Extinguishment of Debt
    Mafco
    Worldwide $45.0 Senior Secured Credit Facility
   F-36




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
        Mafco
    Worldwide Prior $125.0 Senior Secured Credit
    Facilities
      Capital
    Lease Obligations and Other Indebtedness
     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
    2011

$
19.72012


19.32013


19.22014


1,683.92015


509.2   15.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
              Derivatives Designatedas Cash Flow



December 31,Hedging Instruments:

Balance Sheet Classification

2010

2009Interest rate swaps

Other current liabilities

$



$
6.3Other liabilities


17.8



7.9  F-38




---



##### 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 31,2010

2009

2010

2009Loss Reclassified fromAccumulated OtherDerivatives Designated

Loss Recognized in

Comprehensive Lossas Cash Flow

Other Comprehensive

into InterestHedging Instruments:

Income

ExpenseInterest rate swaps

$
23.3


$
18.3


$
19.7


$
31.6       Balances and Net Changes:

2010


2009Balance at the beginning of the period

$
8.6


$
16.6Loss reclassified from accumulated other comprehensive loss into
    interest expense, net of taxes of $7.7 and $12.2


(12.0
)


(19.4
)Net change in fair value of interest rate swaps, net of taxes of
    $9.0 and $6.9


14.3



11.4Balance at end of period

$
10.9


$
8.6   16.
    Fair
    Value Measurements  Nonrecurring
    Fair Value Measurements
    Fair Value atNovember 1,







Impairment2009

(Level 1)

(Level 2)

(Level 3)

ChargesIndefinite-lived trademarks and tradenames

$
156.8


$



$



$
156.8


$
44.2    F-39




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Recurring
    Fair Value Measurements
    Balance atDecember 31,2010

(Level 1)

(Level 2)

(Level 3)Corporate equity securities

$
13.1


$
13.1


$



$
Liability for interest rate swaps


17.8







17.8



Liability for contingent consideration related to business
    combinations


8.2











8.2   Balance atDecember 31,2009

(Level 1)

(Level 2)

(Level 3)ARS

$
29.4


$



$



$
29.4United States treasury securities


24.6



24.6







Corporate equity securities


1.9



1.9







Liability for interest rate swaps


14.2







14.2



Liability for contingent consideration related to business
    combinations combinations


1.8











1.8       December 31,


December 31,2010


2009Balance at beginning of period

$
1.8


$
Transfers to Level 3






Businesses acquired


6.8



1.8Compensation expense recorded in selling, general and
    administrative expenses


0.5



Gain recorded in selling, general and administrative expenses


(0.2
)


Payment on contingent consideration arrangement


(0.7
)


Balance at end of period

$
8.2


$
1.8    F-40




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##### Table of Contents



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


2009Balance at beginning of period

$
29.4


$
33.6Transfers to Level 3






Realized (loss) gain recorded in other (expense) income, net


(1.0
)


1.1Sale and redemption of securities


(28.4
)


(5.3
)Balance at end of period

$



$
29.4   Fair
    Value of Financial Instruments
      17.
    Marketable
    Securities  available-for-sale
  Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueBalance at December 31, 2010:Corporate equity securities

$
0.3


$
12.9


$
(0.1
)

$
13.1Balance at December 31, 2009:ARS

$
29.4


$



$



$
29.4United States treasury securities


24.6











24.6Corporate equity securities


0.3



1.7



(0.1
)


1.9Total marketable securities

$
54.3


$
1.7


$
(0.1
)

$
55.9    F-41




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Less Than 12 Months

More Than 12 MonthsUnrealized



UnrealizedFair Value

Losses

Fair Value

LossesAt December 31, 2010:Corporate equity securities

$



$



$
0.1


$
0.1At December 31, 2009:Corporate equity securities

$



$



$
0.1


$
0.1   other-than-temporarily
  18.
    Restructuring  Harland
    Clarke and Corporate
   F-42




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##### Table of Contents



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


Purchase








Non-cash


EndingBalance


Accounting


Expensed


Paid in Cash


Utilization


BalanceYear Ended December 31, 2010:Severance and severance-related

$
2.5


$



$
5.1


$
(6.1
)

$



$
1.5Facilities closures and other costs


2.5







7.2



(2.5
)


(2.7
)


4.5Total

$
5.0


$



$
12.3


$
(8.6
)

$
(2.7
)

$
6.0Year Ended December 31, 2009:Severance and severance-related

$
7.4


$



$
18.1


$
(23.0
)

$



$
2.5Facilities closures and other costs


2.3







7.6



(2.8
)


(4.6
)


2.5Total

$
9.7


$



$
25.7


$
(25.8
)

$
(4.6
)

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

$
8.5


$
1.8


$
7.0


$
(9.9
)

$



$
7.4Facilities closures and other costs


2.9



0.8



1.3



(1.7
)


(1.0
)


2.3Total

$
11.4


$
2.6


$
8.3


$
(11.6
)

$
(1.0
)

$
9.7     Harland
    Financial Solutions
     F-43




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##### Table of Contents



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


Purchase





Paid in


Non-cash


EndingBalance


Accounting


Expensed


Cash


Utilization


BalanceYear Ended December 31, 2010:Severance and severance-related

$
1.0


$



$
0.7


$
(1.6
)

$



$
0.1Facilities and other costs


0.1







2.1



(0.1
)


0.1



2.2Total

$
1.1


$



$
2.8


$
(1.7
)

$
0.1


$
2.3Year Ended December 31, 2009:Severance and severance-related

$
1.4


$



$
3.3


$
(3.7
)

$



$
1.0Facilities and other costs


0.7







0.5



(1.1
)






0.1Total

$
2.1


$



$
3.8


$
(4.8
)

$



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

$
0.7


$
(0.1
)

$
3.9


$
(3.1
)

$



$
1.4Facilities and other costs


1.7



(0.4
)






(0.6
)






0.7Total

$
2.4


$
(0.5
)

$
3.9


$
(3.7
)

$



$
2.1     Scantron
     F-44




---



##### Table of Contents



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


Purchase





Paid in


Non-cash


EndingBalance


Accounting


Expensed


Cash


Utilization


BalanceYear Ended December 31, 2010:Severance and severance-related

$
0.5


$



$
2.5


$
(2.9
)

$



$
0.1Facilities and other costs










4.7



(1.2
)


0.2



3.7Total

$
0.5


$



$
7.2


$
(4.1
)

$
0.2


$
3.8Year Ended December 31, 2009:Severance and severance-related

$
1.0


$



$
2.7


$
(3.0
)

$
(0.2
)

$
0.5Facilities and other costs










0.3







(0.3
)


Total

$
1.0


$



$
3.0


$
(3.0
)

$
(0.5
)

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

$



$
2.5


$
2.3


$
(3.8
)

$



$
1.0Facilities and other costs










0.1



(0.1
)






Total

$



$
2.5


$
2.4


$
(3.9
)

$



$
1.0     19.
    Commitments
    and Contingencies  Lease
    and Purchase Commitments
    2011

$
27.42012


23.92013


18.62014


15.22015


8.6Thereafter


19.6        F-45




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Non-Operating
    Contingent Claims, Indemnification and Insurance
    Matters
           F-46




---



##### Table of Contents



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




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Honeywell
    Indemnification
    Other
  LaserPro
    20.
    Transactions
    with Related Parties  Management
    Services Agreement
     F-48




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    Restricted
    Stock
    Notes
    Receivable
      Other
       F-49




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
    21.
    Significant
    Customers    22.
    Business
    Segment Information    
    Harland Clarke segment Provides checks and
    related products, direct marketing services and customized
    business and home products to financial, retail and software
    providers as well as consumers and small businesses. This
    segment operates in the United States and Puerto Rico.
    Harland Financial Solutions segment Provides
    technology products and services to financial services clients
    worldwide. This segment operates primarily in the United States,
    Israel, Ireland and India.
    Scantron segment Provides data management
    solutions and related services to educational, commercial,
    healthcare and governmental entities worldwide. This segment
    operates in the United States and Canada.
    Licorice Products segment Produces licorice
    products used primarily by the tobacco and food industries. This
    segment operates in the United States, France and the
    Peoples Republic of China. F-50




---



##### 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)

Solutions(2)

Scantron(3)

Products

and
    Other(4)

TotalProduct revenues, net:2010

$
1,156.6


$
72.0


$
116.2


$
111.4


$



$
1,456.22009


1,216.8



73.0



123.2



101.8







1,514.82008


1,280.5



79.9



126.5



111.6







1,598.5Service revenues, net:2010

$
34.3


$
210.7


$
81.4


$



$



$
326.42009


9.2



205.9



84.2











299.32008


9.6



213.8



84.3











307.7Intersegment revenues:2010

$
0.3


$



$
6.1


$



$
(6.4
)

$
2009










0.6







(0.6
)


2008


0.3







0.5







(0.8
)


Operating income
    (loss):(5)2010

$
238.0


$
48.6


$
25.3


$
28.4


$
(26.7
)

$
313.62009


195.8



32.8



34.5



32.1



(29.0
)


266.22008


217.1



34.1



28.4



39.4



(26.0
)


293.0Depreciation and amortization (excluding amortization of
    deferred financing fees):2010

$
103.2


$
28.5


$
26.2


$
1.7


$



$
159.62009


109.3



26.9



25.9



1.8







163.92008


112.5



28.7



23.3



2.0







166.5Non-cash asset impairment charges:2010

$
3.7


$



$



$



$



$
3.72009


33.6



10.6



0.2











44.42008


2.4



















2.4Capital expenditures (excluding capital leases):2010

$
24.0


$
8.3


$
6.3


$
1.3


$



$
39.92009


28.3



6.5



7.4



1.6







43.82008


32.2



4.0



12.0



1.2







49.4Total assets:December 31, 2010

$
987.8


$
342.0


$
311.6


$
273.6


$
1,854.1


$
3,769.1December 31, 2009


1,070.3



327.0



290.3



278.6



1,719.8



3,686.0     (1)
    
    Includes results of the acquired
    Transaction Holdings, Protocol IMS and SubscriberMail businesses
    from the date of acquisition.(2)
    
    Includes results of the acquired
    Parsam business from the date of acquisition.(3)
    
    Includes results of the acquired
    Data Management and Spectrum K12 businesses from the date of
    acquisition.(4)
    
    Total assets include goodwill of
    $1,569.8 and $1,517.3 as of December 31, 2010 and 2009,
    respectively, which is not assigned to the operating segments.(5)
    
    Includes restructuring costs of
    $22.3, $32.5 and $14.6 for 2010, 2009 and 2008, respectively
    (see Note 18) and non-cash impairment charges of $3.7,
    $44.4 and $2.4 for 2010, 2009 and 2008, respectively. F-51




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
     December 31,2010


2009Long-lived assets:North America

$
1,787.6


$
1,738.5Foreign


31.8



33.0Corporate


49.1



33.2Total

$
1,868.5


$
1,804.7   23.
    Unaudited
    Quarterly Financial Information    2010First


Second


Third


FourthNet revenues

$
457.2


$
451.3


$
439.9


$
434.2Gross profit


192.8



192.6



183.1



185.6Net income


33.6



29.8



30.2



27.3Income per common share:Basic

$
1.74


$
1.54


$
1.57


$
1.41Diluted

$
1.73


$
1.53


$
1.55


$
1.40   2009First


Second


Third


FourthNet revenues

$
464.3


$
451.9


$
450.7


$
447.2Gross profit


189.2



188.7



192.1



188.7Net income


51.3



29.1



36.5



2.8Income per common share:Basic

$
2.65


$
1.51


$
1.89


$
0.15Diluted

$
2.64


$
1.50


$
1.88


$
0.14    F-52




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  24.
    Earnings
    Per Share    Year Ended December 31,2010


2009


2008Net income before extraordinary gain

$
120.9


$
119.7


$
67.0Extraordinary gain










0.7Net income

$
120.9


$
119.7


$
67.7Weighted-average shares outstanding (in millions):Basic


19.3



19.3



20.1Dilutive impact of stock units


0.1



0.1



Diluted


19.4



19.4



20.1Earnings per common share before extraordinary gain:Basic

$
6.26


$
6.20


$
3.30Diluted

$
6.22


$
6.17


$
3.30Extraordinary gain per share:Basic

$



$



$
0.04Diluted

$



$



$
0.04Earnings per share:Basic

$
6.26


$
6.20


$
3.34Diluted

$
6.22


$
6.17


$
3.34   25.
    Subsequent
    Events  Acquisition
   F-53




---



##### Table of Contents



M &
    F Worldwide Corp. and Subsidiaries
    Notes to Consolidated Financial Statements (Continued)
    (dollars in millions, except per share data)
  Settlement
    of Lawsuit
        
    Pneumo Abex, owned by the Settlement Trust, will continue to
    resolve asbestos-related claims asserted against it in the tort
    system,
    The Settlement Trust will indemnify Pneumo Abex with respect to
    the defense and resolution of the asbestos-related claims
    formerly subject to the Mutual Guaranty,
    The Friction Guarantors obligation to indemnify Pneumo
    Abex pursuant to the Mutual Guaranty will terminate,
    The Company will be indemnified by the Settlement Trust against
    any liability for the matters formerly subject to the Mutual
    Guaranty, and
    All other insurance and indemnification rights of Pneumo Abex
    owing from third parties will remain assets of Pneumo Abex.   F-54




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Balance Sheets (Parent Only)
    (in millions, except share and per share data) December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
87.5


$
57.8Prepaid expenses and other current assets


1.0



1.1Total current assets


88.5



58.9Investment in subsidiaries


552.6



447.8Receivable from subsidiaries


1.8



1.2Deferred tax assets


0.9



3.9Marketable securities






29.4Other assets


0.8



1.4Total assets

$
644.6


$
542.6LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
2.1


$
5.3Short-term borrowings






22.2Total current liabilities


2.1



27.5Other liabilities






1.1Stockholders equity:Common stock, par value $0.01; 250,000,000 shares
    authorized; 23,875,831 shares issued at December 31,
    2010 and 2009


0.2



0.2Additional paid-in capital


76.0



75.4Treasury stock at cost; 4,541,900 shares at
    December 31, 2010 and 2009


(106.6
)


(106.6
)Retained earnings


677.6



556.7Accumulated other comprehensive loss, net of taxes


(4.7
)


(11.7
)Total stockholders equity


642.5



514.0Total liabilities and stockholders equity

$
644.6


$
542.6  F-55




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Statements of Income (Parent Only)
    (in millions)
  Year Ended December 31,2010


2009


2008General and administrative expenses

$
11.5


$
16.2


$
11.2Operating loss


(11.5
)


(16.2
)


(11.2
)Interest, investment and other (expense) income, net


(1.1
)


(2.5
)


1.3Loss from operations before income taxes


(12.6
)


(18.7
)


(9.9
)Benefit for income taxes


(3.0
)


(6.5
)


(4.5
)Loss from operations


(9.6
)


(12.2
)


(5.4
)Equity in income of subsidiaries


130.5



131.9



73.1Net income

$
120.9


$
119.7


$
67.7  F-56




---



##### Table of Contents



Schedule I 
    Condensed Financial Information of Registrant
    Statements of Cash Flows (Parent Only)
    (in millions)
  Year Ended December 31,2010


2009


2008Operating activitiesNet income

$
120.9


$
119.7


$
67.7Adjustments to reconcile net income to total cash used in
    operating activities:Equity in income of subsidiaries


(130.5
)


(131.9
)


(73.1
)Restricted stock amortization


0.6



2.1



0.9Realized and unrealized loss on marketable securities


1.0



2.7



Tax benefits from stock options exercised










(14.6
)Changes in assets and liabilities:Receivable from/payables to subsidiaries


(0.6
)


(3.7
)


(1.2
)Other, net


(0.2
)


8.3



2.3Cash used in operating activities


(8.8
)


(2.8
)


(18.0
)Investing activitiesSales and redemption of marketable securities


28.4



5.3



2.4Dividends from Harland Clarke Holdings


31.2



41.3



65.0Dividends from Mafco Worldwide


1.5



1.5



1.5Cash provided by investing activities


61.1



48.1



68.9Financing activitiesTax benefits from stock options exercised










14.6Purchases of treasury stock










(91.8
)Proceeds from short-term borrowings










27.2Repayments of short-term borrowings


(22.2
)


(4.1
)


(0.9
)Insurance premium financing payment


(0.4
)


(0.3
)


(0.1
)Cash used in financing activities


(22.6
)


(4.4
)


(51.0
)Net increase (decrease) in cash and cash equivalents


29.7



40.9



(0.1
)Cash and cash equivalents at beginning of period


57.8



16.9



17.0Cash and cash equivalents at end of period

$
87.5


$
57.8


$
16.9  F-57




---



##### 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,
    2010, 2009 and 2008. Beginning

Amounts

Balance

EndingAllowance for Doubtful Accounts and Sales Returns and
    Allowance Reserves

Balance

Reserved

Written Off

BalanceDecember 31, 2010

$
3.3


$
4.0


$
4.2


$
3.1December 31, 2009

$
2.9


$
7.7


$
7.3


$
3.3December 31, 2008

$
2.6


$
8.0


$
7.7


$
2.9  F-58