##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark one)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended March 31, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-2661
 CSS INDUSTRIES, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

13-1920657(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1845 Walnut Street, Philadelphia, PA(Address of principal
    executive offices)

19103(Zip Code)   Registrants telephone number, including area code:
 (215) 569-9900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $.10 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  (Title of class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





CSS
    INDUSTRIES, INC.FORM 10-K
    FOR THE FISCAL YEAR ENDED MARCH 31, 2011
    INDEX
   
  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


4Item 1B.

Unresolved Staff Comments


10Item 2.

Properties


10Item 3.

Legal Proceedings


10Item 4.

(Removed and Reserved)


10PART IIItem 5.

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


11Item 6.

Selected Financial Data


13Item 7.

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


13Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


22Item 8.

Financial Statements and Supplementary Data


23Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


52Item 9A.

Controls and Procedures


52Item 9B.

Other Information


54PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


54Item 11.

Executive Compensation


54Item 12.

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


54Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


54Item 14.

Principal Accountant Fees and Services


54PART IVItem 15.

Exhibits and Financial Statement Schedules


55Signatures


59EXHIBIT 10.24EXHIBIT 10.25EXHIBIT 10.26EXHIBIT 10.27EXHIBIT 10.28EXHIBIT 10.29EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I  Item 1.
    Business.  General
  make-up and/or
      tm
     1




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##### Table of Contents



Principal Products ® make-up,
  ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  and/or and/or
  
    Boxed greeting cards are produced by Asian manufacturers to our
    specifications. Domestically distributed products are warehoused
    in a distribution facility in Pennsylvania.
    Gift tags and classroom exchange Valentine products are
    domestically manufactured or imported from Asian manufacturers.
    Manufacturing processes include a wide range of finishing,
    assembly and packaging operations. Domestically distributed
    products are warehoused in a facility in Pennsylvania.
    Halloween
    make-up and
    Easter egg dye products are manufactured in Asia to specific
    formulae by contract manufacturers who meet regulatory
    requirements for the formularization and packaging of such
    products. Domestically distributed products are warehoused in a
    distribution facility in Pennsylvania.
    Ribbons and bows are primarily manufactured and warehoused in
    seven facilities located in Pennsylvania, Maryland, South
    Carolina and Texas. The manufacturing process is vertically
    integrated. Non-woven ribbon and bow products are primarily made
    from polypropylene resin, a petroleum-based product, which is
    mixed with color pigment, melted and pressed through an
    extruder. Large rolls of extruded film go through various
    combinations of manufacturing processes before being made into
    bows or packaged on ribbon spools or reels as required by
    various markets and customers. Woven fabric ribbons are
    manufactured domestically or imported from Mexico and Asia.
    Imported woven products are either narrow woven or converted
    from bulk rolls of wide width textiles. Domestic woven products
    are narrow woven.
    Gift wrap is primarily manufactured in one facility in Memphis,
    Tennessee. Manufacturing includes web printing, finishing,
    rewinding and packaging. Finished gift wrap products are
    warehoused and shipped from the production facility in Memphis.
    A small portion of gift wrap products are imported from Asia. As
    noted above, a plan has been approved to close and exit this
    facility no later than December 31, 2011 and to transition
    the sourcing of all gift wrap products to foreign suppliers. 2




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
    Memory books, stationery, journals and notecards, infant and
    wedding photo albums, scrapbooks, and other gift items are
    imported from Asian manufacturers and warehoused and distributed
    from a distribution facility in Florence, Alabama.
    Floral accessories, including pot covers, foil, waxed tissue,
    shred, aisle runners, corsage bags and other paper and film
    products, are manufactured in a facility located in Milford, New
    Hampshire. Manufacturing includes gravure and flexo printing,
    waxing and converting. Products are warehoused and distributed
    from a distribution facility in Berwick, Pennsylvania.      Intellectual Property Rights
  Sales and Marketing
   3




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Competition
    Employees
      SEC
    Filings
  www.cssindustries.com Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors.  Form 10-K
  Our
    results of operations fluctuate on a seasonal basis, and quarter
    to quarter comparisons may not be a good indicator of our
    performance. Seasonal demand fluctuations may adversely affect
    our cash flow and our ability to sell our
    products.
   4




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We
    rely on a few mass market retailers, warehouse clubs and
    national drug store chains for a significant portion of our
    sales. The loss of sales, or a significant reduction of sales,
    to one or more of our large customers may adversely affect our
    business, results of operations and financial condition. Past
    and future consolidation within the retail sector also may lead
    to reduced profit margins, which may adversely affect our
    business, results of operations and financial
    condition.
    Increases
    in raw material and energy costs, resulting from general
    economic conditions, acts of nature, such as hurricanes,
    earthquakes or pandemics, or other factors, may raise our cost
    of goods sold and adversely affect our business, results of
    operations and financial condition.
    Risks
    associated with our use of foreign suppliers may adversely
    affect our business, results of operations and financial
    condition.
   5




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Increased
    overseas sourcing by our competitors and our customers may
    reduce our market share and profit margins, adversely affecting
    our business, results of operations and financial
    condition.
    Difficulties
    encountered by our key customers may cause them to reduce their
    purchases from us and/or increase our exposure to losses from
    bad debts, and adversely affect our business, results of
    operations and financial condition.
  and/or
  Our
    business, results of operations and financial condition may be
    adversely affected by volatility in the demand for our
    products.
    Our
    business, results of operations and financial condition may be
    adversely affected if we are unable to compete successfully
    against our competitors.
  and/or
 6




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Our
    business, results of operations and financial condition may be
    adversely affected if we are unable to hire and retain
    sufficient qualified personnel.
    Our
    business, results of operations and financial condition may be
    adversely affected if we fail to extend or renegotiate our
    collective bargaining contracts with our labor unions, or if our
    unionized employees were to engage in a strike, or other work
    stoppage.
    Employee
    benefit costs may adversely affect our business, results of
    operations and financial condition.
    Our
    acquisition strategy involves risks, and difficulties in
    integrating potential acquisitions may adversely affect our
    business, results of operations and financial
    condition.
   7




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Our
    inability to protect our intellectual property rights, or
    infringement claims asserted against us by others, may adversely
    affect our business, results of operations and financial
    condition.
      Various
    laws and governmental regulations applicable to a manufacturer
    or distributor of consumer products may adversely affect our
    business, results of operations and financial
    condition.
  e-commerce, e-commerce
  Our
    business, results of operations and financial condition may be
    adversely affected by national or global changes in economic or
    political conditions.
    Our
    business, results of operations and financial condition may be
    adversely affected by our ability to successfully manage our
    information technology (IT)
    infrastructure.
   8




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We are
    subject to a number of restrictive covenants under our borrowing
    arrangements, including customary operating restrictions and
    customary financial covenants. Our business, results of
    operations and financial condition may be adversely affected if
    we are unable to maintain compliance with such
    covenants.
    Form 10-K and/or
  If our
    business, results of operations or financial condition is
    adversely affected as a result of any of the risk factors
    described above or elsewhere in this annual report on
    Form 10-K
    or our other SEC filings, we may be required to incur financial
    statement charges, such as asset or goodwill impairment charges,
    which may, in turn, have a further adverse affect on our results
    of operations and financial condition.
  Form 10-K
   9




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Approximate Square FeetLocation

Use

Owned


LeasedDanville, PA

Distribution


133,000



Berwick, PA

Manufacturing and distribution


213,000



Berwick, PA

Manufacturing and distribution


220,000



Berwick, PA

Distribution


226,000



Berwick, PA

Distribution






451,000Memphis, TN(1)

Manufacturing and distribution






1,006,000Hagerstown, MD

Manufacturing and distribution


284,000



Batesburg, SC

Manufacturing


229,000



El Paso, TX

Distribution






100,000Florence, AL

Distribution






180,000Milford, NH

Manufacturing






58,000Total




1,305,000



1,795,000     (1)
    
    On May 24, 2011, the Company approved a plan to close its
    Cleo manufacturing facility located in Memphis, Tennessee, with
    an exit to be completed by no later than December 31, 2011.
    As part of such closing, the Company plans to transition the
    sourcing of all gift wrap products to foreign suppliers.    Item 3.
    Legal
    Proceedings.    Item 4.
    (Removed
    and Reserved). 10




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    DividendsFiscal 2011

High

Low

DeclaredFirst Quarter

$
21.92


$
16.29


$
.15Second Quarter


19.13



14.87



.15Third Quarter


21.55



15.94



.15Fourth Quarter


21.54



16.07



.15   DividendsFiscal 2010

High

Low

DeclaredFirst Quarter

$
23.53


$
15.20


$
.15Second Quarter


27.28



18.25



.15Third Quarter


21.93



17.19



.15Fourth Quarter


21.85



16.09



.15      11




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##### Table of Contents



Performance
    Graph
    
  and/or
 12




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##### Table of Contents



Item 6.
    Selected
    Financial Data.  Years Ended March 31,2011(a)

2010(b)

2009

2008

2007(In thousands, except per share amounts)Statement of Operations Data:Net sales

$
450,700


$
448,450


$
482,424


$
498,253


$
530,686Income (loss) before income taxes


8,751



(30,987
)


25,890



38,833



36,804Net income (loss)


5,611



(23,739
)


16,986



25,358



23,889Net income (loss) per common share:Basic

$
.58


$
(2.46
)

$
1.71


$
2.36


$
2.25Diluted

$
.58


$
(2.46
)

$
1.70


$
2.31


$
2.19Balance Sheet Data:Working capital

$
146,896


$
130,897


$
114,371


$
136,000


$
188,309Total assets


286,923



281,762



322,259



345,041



343,070Current portion of long-term debt


66



481



10,479



10,246



10,195Long-term debt






66



485



10,192



20,392Stockholders equity


235,659



233,045



259,254



262,353



261,110Cash dividends declared per common share

$
.60


$
.60


$
.60


$
.56


$
.48     (a)
    
    In the fourth quarter of fiscal 2011, the Company recorded a
    non-cash pre-tax impairment charge of $11,051,000 primarily due
    to a full impairment of the tangible assets in its Cleo
    manufacturing facility located in Memphis, Tennessee. The
    foregoing impairment charge was partially offset by a $3,965,000
    tax benefit.(b)
    
    In the fourth quarter of fiscal 2010, the Company recorded a
    non-cash pre-tax impairment charge of $44,315,000 due to a full
    impairment of goodwill in two of its reporting units, C.R.
    Gibson, LLC and BOC Design Group (consisting of Berwick Offray
    LLC and Cleo Inc), and partial impairments of tradenames used by
    such entities. The foregoing impairment charge was partially
    offset by an $11,692,000 tax benefit.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
     13




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Form 10-K,
               14




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Litigation
    Results
    of Operations
  Fiscal
    2011 Compared to Fiscal 2010
                   15




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Fiscal
    2010 Compared to Fiscal 2009
                   16




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Reconciliation
    of Certain Non-GAAP Measures
    Year Ended March 31, 2011Income Before





Diluted EarningsIncome Taxes


Net Income


per Share(In thousands, except per share amounts)As Reported

$
8,751


$
5,611


$
.58Impairment of tangible assets


11,051



7,085



.73Non-GAAP Measurement

$
19,802


$
12,696


$
1.31   Year Ended March 31, 2010(Loss) Income





Diluted (Loss)Before Income


Net (Loss)


EarningsTaxes


Income


per Share(In thousands, except per share amounts)As Reported

$
(30,987
)

$
(23,739
)

$
(2.46
)Impairment of goodwill and intangible assets


44,315



32,623



3.37Non-GAAP Measurement

$
13,328


$
8,884


$
.92     Liquidity
    and Capital Resources
         17




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##### Table of Contents



Less than 1


1-3


4-5


After 5Contractual Obligations

Year


Years


Years


Years


TotalCapital lease obligations

$
66


$



$



$



$
66Operating leases


6,877



6,728



3,518



1,530



18,653Other long-term obligations(1)


255



1,018



614



2,934



4,821Purchase obligation(2)


674















674Royalty obligation(3)


713















713$
8,585


$
7,746


$
4,132


$
4,464


$
24,927     (1)
    
    Other long-term obligations consist primarily of postretirement
    medical liabilities, deferred compensation arrangements, an
    asset retirement obligation and Seastone royalty earn out.
    Future timing of payments for other long-term obligations is
    estimated by management.(2)
    
    The Company is committed to purchase approximately $674,000 of
    electric power from a vendor over a one year term. The Company
    believes the minimum commodity purchases under this agreement
    are well within the Companys annual commodity requirements.(3)
    
    The Company is committed to pay a guaranteed minimum royalty
    attributable to sales of certain licensed products.      Less than 1

1-3

4-5

After 5Year

Years

Years

Years

TotalLetters of credit

$
3,130


$



$



$



$
3,130  18




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Critical
    Accounting Policies
    Revenue
    Accounts
    Receivable
    Inventory
    Valuation
  first-in, last-in,
 19




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Goodwill,
    Other Intangibles and Long-Lived Assets
          Accounting
    for Income Taxes
   20




---



##### Table of Contents



Share-Based
    Compensation
      Accounting
    Pronouncements
    Forward-Looking
    and Cautionary Statements
  and/or
 21




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##### Table of Contents



Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Interest
    Rate Risk
    Foreign
    Currency Risk
   22




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  INDEX
   
 PageReport of Independent Registered Public
    Accounting Firm


24Consolidated Balance Sheets 
    March 31, 2011 and 2010


25Consolidated Statements of Operations and
    Comprehensive Income (Loss)  for the years ended
    March 31, 2011, 2010 and 2009


26Consolidated Statements of Cash Flows 
    for the years ended March 31, 2011, 2010 and 2009


27Consolidated Statements of Stockholders
    Equity  for the years ended March 31, 2011, 2010
    and 2009


28Notes to Consolidated Financial Statements


29-51Financial Statement Schedule:Schedule II. Valuation and Qualifying
    Accounts


58  23




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           EITF 06-10, Accounting for Collateral Assignment Split-Dollar Life
    Insurance Agreements
    KPMG
    LLP
    24




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  March 31,2011


2010(In thousands, except share and per share amounts)ASSETSCURRENT ASSETSCash and cash equivalents

$
50,407


$
27,217Accounts receivable, net of allowances of $3,050 and $4,742


42,615



45,711Inventories


80,767



78,851Deferred income taxes


4,051



6,165Assets held for sale


1,323



1,363Other current assets


13,151



15,986Total current assets


192,314



175,293NET PROPERTY, PLANT AND EQUIPMENT


32,345



47,786DEFERRED INCOME TAXES


8,854



5,439OTHER ASSETSGoodwill


17,233



17,233Intangible assets, net of accumulated amortization of $5,382 and
    $3,676


31,408



32,027Other


4,769



3,984Total other assets


53,410



53,244Total assets

$
286,923


$
281,762LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt

$
66


$
481Accounts payable


25,509



19,595Accrued income taxes


309



555Accrued payroll and other compensation


8,061



7,691Accrued customer programs


4,726



8,380Accrued other expenses


6,747



7,694Total current liabilities


45,418



44,396LONG-TERM DEBT, NET OF CURRENT PORTION






66OTHER LONG-TERM OBLIGATIONS


5,846



4,255COMMITMENTS AND CONTINGENCIES (Notes 10 and 12)STOCKHOLDERS EQUITYPreferred stock, Class 2, $.01 par,
    1,000,000 shares authorized, no shares issued






Common stock, $.10 par, 25,000,000 shares authorized,
    14,703,084 shares issued at March 31, 2011 and 2010


1,470



1,470Additional paid-in capital


51,311



49,295Retained earnings


320,024



321,510Accumulated other comprehensive loss, net of tax


(7
)


(74
)Common stock in treasury, 4,969,679 and 5,027,306 shares,
    at cost


(137,139
)


(139,156
)Total stockholders equity


235,659



233,045Total liabilities and stockholders equity

$
286,923


$
281,762    25




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (LOSS)
  For the Years Ended March 31,2011


2010


2009(In thousands, except per share amounts)NET SALES

$
450,700


$
448,450


$
482,424COSTS AND EXPENSESCost of sales


336,446



337,852



356,115Selling, general and administrative expenses


93,062



95,667



96,723Impairment of tangible assets


11,051







Impairment of goodwill and intangible assets






44,315



Restructuring expenses, net


164



207



1,138Interest expense, net of interest income of $16, $14 and $137


1,348



1,885



2,551Other (income) expense, net


(122
)


(489
)


7441,949



479,437



456,534INCOME (LOSS) BEFORE INCOME TAXES


8,751



(30,987
)


25,890INCOME TAX EXPENSE (BENEFIT)


3,140



(7,248
)


8,904NET INCOME (LOSS)

$
5,611


$
(23,739
)

$
16,986NET INCOME (LOSS) PER COMMON SHAREBasic

$
.58


$
(2.46
)

$
1.71Diluted

$
.58


$
(2.46
)

$
1.70WEIGHTED AVERAGE SHARES OUTSTANDINGBasic


9,703



9,637



9,909Diluted


9,715



9,637



9,990COMPREHENSIVE INCOME (LOSS)Net income (loss)

$
5,611


$
(23,739
)

$
16,986Foreign currency translation adjustment










3Postretirement medical plan, net of tax


65



7



6Comprehensive income (loss)

$
5,676


$
(23,732
)

$
16,995    26




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CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended March 31,2011


2010


2009(In thousands)Cash flows from operating activities:Net income (loss)

$
5,611


$
(23,739
)

$
16,986Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


11,146



12,560



13,195Impairment of tangible assets


11,051







Impairment of goodwill and intangible assets






44,315



Provision for doubtful accounts


442



110



525Deferred tax (benefit) provision


(1,336
)


(10,054
)


3,244Loss (gain) on sale or disposal of assets


35



(20
)


(925
)Share-based compensation expense


1,938



2,323



2,632Changes in assets and liabilities, net of effects of
    acquisitions:Decrease (increase) in accounts receivable


2,653



(2,080
)


(4,012
)(Increase) decrease in inventories


(2,295
)


21,245



9,127Decrease (increase) in other assets


2,151



(738
)


537Increase (decrease) in accounts payable


5,914



5,263



(3,943
)(Decrease) increase in accrued income taxes


(274
)


370



(1,968
)Decrease in accrued expenses and other long-term obligations


(4,717
)


(879
)


(7,477
)Net cash provided by operating activities


32,319



48,676



27,921Cash flows from investing activities:Purchase of businesses






(225
)


(11,164
)Final payment of purchase price for a business previously
    acquired










(2,700
)Purchase of property, plant and equipment


(3,384
)


(4,447
)


(14,143
)Proceeds from sale of assets


79



752



3,227Net cash used for investing activities


(3,305
)


(3,920
)


(24,780
)Cash flows from financing activities:Payments on long-term debt obligations


(722
)


(10,609
)


(10,417
)Borrowings on notes payable


309,075



346,405



545,385Payments on notes payable


(309,075
)


(350,555
)


(541,235
)Payment of financing transaction costs


(100
)






(621
)Dividends paid


(5,823
)


(5,784
)


(5,939
)Purchase of treasury stock










(16,687
)Proceeds from exercise of stock options


743



825



435Tax benefit realized for stock options exercised


78







5Net cash used for financing activities


(5,824
)


(19,718
)


(29,074
)Effect of exchange rate changes on cash and cash equivalents










3Net increase (decrease) in cash and cash equivalents


23,190



25,038



(25,930
)Cash and cash equivalents at beginning of period


27,217



2,179



28,109Cash and cash equivalents at end of period

$
50,407


$
27,217


$
2,179    27




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
   AccumulatedAdditional





Other


Common StockPreferred Stock


Common Stock


Paid-in


Retained


Comprehensive


in TreasuryShares


Amount


Shares


Amount


Capital


Earnings


Loss


Shares


Amount


Total(In thousands, except share and per share amounts)BALANCE, APRIL 1, 2008





$




14,703,084


$
1,470



44,150



342,688



(90
)


(4,437,325
)


(125,865
)


262,353Cumulative effect of adoption of EITF
    06-10






















(566
)














(566
)Tax benefit associated with exercise of stock options


















31



















31Share-based compensation expense


















2,632



















2,632Issuance of common stock upon exercise of stock options






















(495
)






26,572



930



435Increase in treasury shares






























(687,000
)


(16,687
)


(16,687
)Foreign currency translation adjustment


























3











3Cash dividends ($.60 per common share)






















(5,939
)














(5,939
)Postretirement medical plan, net of tax


























6











6Net income






















16,986















16,986BALANCE, MARCH 31, 2009










14,703,084



1,470



46,813



352,674



(81
)


(5,097,753
)


(141,622
)


259,254Tax benefit associated with exercise of stock options


















159



















159Share-based compensation expense


















2,323



















2,323Issuance of common stock upon exercise of stock options






















(1,641
)






70,447



2,466



825Cash dividends ($.60 per common share)






















(5,784
)














(5,784
)Postretirement medical plan, net of tax


























7











7Net loss






















(23,739
)














(23,739
)BALANCE, MARCH 31, 2010










14,703,084



1,470



49,295



321,510



(74
)


(5,027,306
)


(139,156
)


233,045Tax benefit associated with exercise of stock options


















78



















78Share-based compensation expense


















1,938



















1,938Issuance of common stock upon exercise of stock options






















(1,274
)






57,627



2,017



743Foreign currency translation adjustment


























2











2Cash dividends ($.60 per common share)






















(5,823
)














(5,823
)Postretirement medical plan, net of tax


























65











65Net income






















5,611















5,611BALANCE, MARCH 31, 2011





$




14,703,084


$
1,470


$
51,311


$
320,024


$
(7
)


(4,969,679
)

$
(137,139
)

$
235,659    28




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011
  (1)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Foreign
    Currency Translation and Transactions
    Nature
    of Business
  make-up and/or
      Use of
    Estimates
   29




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts
    Receivable
    Inventories
  first-in, last-in,
  March 31,2011


2010Raw material

$
12,232


$
12,696Work-in-process


20,127



20,881Finished goods


48,408



45,274$
80,767


$
78,851   Assets
    Held for Sale
   30




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    March 31,2011


2010Land

$
2,508


$
2,508Buildings, leasehold interests and improvements


44,127



45,165Machinery, equipment and other


119,784



147,305166,419



194,978Less  Accumulated depreciation


(134,074
)


(147,192
)Net property, plant and equipment

$
32,345


$
47,786       Buildings, leasehold interests and improvements


Lease term to 45 yearsMachinery, equipment and other


3 to 15 years   ASC 420-20,
     31




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Impairment
    of Long-Lived Assets including Goodwill, Other Intangible Assets
    and Property, Plant and Equipment
       32




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Derivative
    Financial Instruments
     33




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Income
    Taxes
      Revenue
    Recognition
    Product
    Development Costs
   34




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shipping
    and Handling Costs
    Share-Based
    Compensation
      Net
    Income (Loss) Per Common Share
    For the Years Ended March 31,2011


2010


2009(In thousands, except per share amounts)Numerator:Net income (loss)

$
5,611


$
(23,739
)

$
16,986Denominator:Weighted average shares outstanding for basic income (loss) per
    common share


9,703



9,637



9,909Effect of dilutive stock options


12







81Adjusted weighted average shares outstanding for diluted income
    (loss) per common share


9,715



9,637



9,990Basic net income (loss) per common share

$
.58


$
(2.46
)

$
1.71Diluted net income (loss) per common share

$
.58


$
(2.46
)

$
1.70     Statements
    of Cash Flows
   35




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    Schedule of Cash Flow Information
  For the Years Ended March 31,2011


2010


2009(In thousands)Cash paid during the year for:Interest

$
1,058


$
1,892


$
2,896Income taxes

$
2,860


$
3,036


$
7,741Details of acquisitions:Fair value of assets acquired

$



$
225


$
11,560Liabilities assumed










296Net assets acquired






225



11,264Amount due seller










100Cash paid






225



11,164Less cash acquired










Net cash paid for acquisitions

$



$
225


$
11,164   (2)
    BUSINESS
    ACQUISITIONS        tm
 36




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Currents assets

$
5,418Property, plant and equipment


593Intangible assets


4,652Goodwill


897Total assets acquired


11,560Current liabilities


205Other long-term obligations


91Total liabilities assumed


296Net assets acquired

$
11,264   (3)
    GOODWILL,
    OTHER INTANGIBLE ASSETS AND LONG-LIVED ASSETS    Balance as of March 31, 2009

$
49,258Impairment charge


(32,025
)Balance as of March 31, 2010 and 2011

$
17,233     March 31, 2011


March 31, 2010Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationTradenames and trademarks

$
12,793


$



$
12,793


$
Customer relationships


22,057



4,858



22,057



3,358Non-compete


200



167



200



117Trademarks


403



183



403



153Patents


1,337



174



250



48$
36,790


$
5,382


$
35,703


$
3,676      37




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal 2012

$
1,694Fiscal 2013


1,661Fiscal 2014


1,661Fiscal 2015


1,642Fiscal 2016


1,641           (4)
    BUSINESS
    RESTRUCTURING   38




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (5)
    TREASURY
    STOCK TRANSACTIONS    (6)
    SHARE-BASED
    PLANS       39




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Options
        Weighted


WeightedAverage


Average


AggregateNumber


Exercise


Remaining


Intrinsicof Options


Price


Contractual Life


ValueOutstanding at March 31, 2008


1,523,090


$
28.34Granted


98,000



24.00Exercised


(29,622
)


18.27Forfeited/cancelled


(145,270
)


28.82Outstanding at March 31, 2009


1,446,198



28.20Granted


96,210



20.15Exercised


(123,783
)


15.55Forfeited/cancelled


(296,962
)


31.77Outstanding at March 31, 2010


1,121,663



27.96Granted


121,500



18.96Exercised


(76,937
)


14.89Forfeited/cancelled


(350,296
)


31.28Outstanding at March 31, 2011


815,930


$
26.43



2.4 years


$
175,555Exercisable at March 31, 2011


574,667


$
28.30



1.4 years


$
118,580  40




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended March 31,2011

2010

2009Expected dividend yield at time of grant


3.17
%


2.98
%


2.64
%Expected stock price volatility


55
%


54
%


38
%Risk-free interest rate


2.39
%


2.92
%


2.96
%Expected life of option (in years)


4.7



4.2



4.3         Restricted
    Stock Units
   41




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number


Weighted Average


Weighted Averageof RSUs


Fair Value


Contractual LifeOutstanding at April 1, 2008





$
Granted


58,150



25.70Exercised






Forfeited/cancelled


(9,800
)


26.02Outstanding at March 31, 2009


48,350



25.63Granted


98,760



16.70Exercised






Forfeited/cancelled


(18,940
)


20.41Outstanding at March 31, 2010


128,170



19.52Granted


85,350



16.75Exercised






Forfeited/cancelled


(27,520
)


17.97Outstanding at March 31, 2011


186,000


$
17.80



4.7 years       (7)
    RETIREMENT
    BENEFIT PLANS  Profit
    Sharing Plans
    Postretirement
    Medical Plan
   42




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011


2010Benefit obligation at beginning of year

$
996


$
1,022Interest cost


56



62Actuarial gain


(98
)


(8
)Benefits paid


(82
)


(80
)Benefit obligation at end of year

$
872


$
996           (8)
    INCOME
    TAXES    For the Years Ended March 31,2011


2010


2009United States

$
(443
)

$
(41,157
)

$
18,478Foreign


9,194



10,170



7,412$
8,751


$
(30,987
)

$
25,890     For the Years Ended March 31,2011


2010


2009Current:Federal

$
2,332


$
1,099


$
4,451State


592



29



(14
)Foreign


1,517



1,678



1,2234,441



2,806



5,660Deferred:Federal


(1,261
)


(9,439
)


2,994State


(40
)


(615
)


250(1,301
)


(10,054
)


3,244$
3,140


$
(7,248
)

$
8,904  43




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended March 31,2011


2010


2009U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes, less federal benefit


4.3



.4



1.3Tax exempt interest income










(.1
)Changes in tax reserves and valuation allowance


(.2
)


.5



(1.4
)Nondeductible goodwill






(13.6
)


Other, net


(3.2
)


1.1



(.4
)35.9
%


23.4
%


34.4
%         March 31,2011


2010Deferred income tax assets:Accounts receivable

$
191


$
229Inventories


3,074



4,155Accrued expenses


2,275



3,316State net operating loss and credit carryforwards


5,923



5,583Share-based compensation


4,573



3,746Property, plant and equipment


1,031



Intangibles


5,464



7,06122,531



24,090Valuation allowance


(6,907
)


(6,325
)15,624



17,765Deferred income tax liabilities:Property, plant and equipment






3,257Unremitted earnings of foreign subsidiaries


2,447



2,538Other


272



3662,719



6,161Net deferred income tax asset

$
12,905


$
11,604    44




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      March 31,2011


2010Gross unrecognized tax benefits at April 1

$
1,045


$
1,245Additions based on tax positions related to the current year


148



205Reductions relating to settlements with taxing authorities






(13
)Reductions as a result of a lapse of the applicable statute of
    limitations


(176
)


(392
)Gross unrecognized tax benefits at March 31

$
1,017


$
1,045     and/or
    (9)
    LONG-TERM
    DEBT AND CREDIT ARRANGEMENTS    March 31,2011


2010Capital leases

$
66


$
496Seller note






5166



547Less  current portion


(66
)


(481
)$



$
66    45




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Commitment Period Description

Commitment Period Time Frame

Commitment LevelLow

February 1 to June 30 (5 months)

$
50,000,000Medium

July 1 to October 31 (4 months)

$
100,000,000High

November 1 to January 31 (3 months)

$
150,000,000              46




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (10)
    OPERATING
    LEASES    2012

$
6,8772013


3,8512014


2,8772015


2,3452016


1,173Thereafter


1,530Total

$
18,653     (11)
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS             47




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Quoted PricesIn Active


SignificantMarkets for


Other


SignificantIdentical


Observable


UnobservableMarch 31,


Assets


Inputs


Inputs2011


(Level 1)


(Level 2)


(Level 3)(In thousands)AssetsMarketable securities

$
677


$
677


$



$
Cash surrender value of life insurance policies


890







890



Total assets

$
1,567


$
677


$
890


$
LiabilitiesDeferred compensation plans

$
677


$
677


$



$
Total liabilities

$
677


$
677


$



$
   Quoted PricesIn Active


SignificantMarkets for


Other


SignificantIdentical


Observable


UnobservableMarch 31,


Assets


Inputs


Inputs2010


(Level 1)


(Level 2)


(Level 3)(In thousands)AssetsMarketable securities

$
821


$
821


$



$
Cash surrender value of life insurance policies


863







863



Total assets

$
1,684


$
821


$
863


$
LiabilitiesDeferred compensation plans

$
821


$
821


$



$
Total liabilities

$
821


$
821


$



$
      48




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    COMMITMENTS
    AND CONTINGENCIES    (13)
    SEGMENT
    DISCLOSURE      For the Years Ended March 31,2011


2010


2009Christmas

$
205,660


$
206,641


$
242,127All occasion


183,976



182,191



179,479Other seasonal


61,064



59,618



60,818Total

$
450,700


$
448,450


$
482,424     (14)
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Accounting
    Standards Codification
    Subsequent
    Events
    Fair
    Value of Financial Instruments Disclosure
   49




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Business
    Combinations
    Collateral
    Assignment Split-Dollar Life Insurance Agreements
  No. 06-10 (EITF 06-10). EITF 06-10 EITF 06-10 EITF 06-10
  (15)
    QUARTERLY
    FINANCIAL DATA  (UNAUDITED)  Quarters2011

First


Second


Third


Fourth(In thousands, except per share amounts)Net sales

$
53,288


$
159,945


$
174,621


$
62,846Gross profit

$
13,733


$
39,214


$
44,143


$
17,164Net (loss) income

$
(5,737
)

$
8,465


$
12,855


$
(9,972
)Net (loss) income per common share:Basic(1)

$
(.59
)

$
.87


$
1.32


$
(1.02
)Diluted(1)

$
(.59
)

$
.87


$
1.32


$
(1.02
)   50




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters2010

First


Second


Third


Fourth(In thousands, except per share amounts)Net sales

$
53,677


$
160,273


$
182,230


$
52,270Gross profit

$
14,612


$
40,643


$
45,569


$
9,774Net (loss) income

$
(4,490
)

$
8,892


$
12,700


$
(40,841
)Net (loss) income per common share:Basic(1)

$
(.47
)

$
.92


$
1.32


$
(4.22
)Diluted(1)

$
(.47
)

$
.92


$
1.31


$
(4.22
)     (1)
    
    Net (loss) income per common share amounts for each quarter are
    required to be computed independently and may not equal the
    amount computed for the total year.       51




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  (a)
    Evaluation
    of Disclosure Controls and Procedures.  Rules 13a-15(e) 15d-15(e)) Rules 13a-15 15d-15.
  (b)
    Managements
    Report on Internal Control over Financial Reporting.          (c)
    Changes
    in Internal Control over Financial Reporting.   52




---



##### Table of Contents



(d)
    Report of
    Independent Registered Public Accounting Firm.                 
    53




---



##### Table of Contents



Item 9B.
    Other
    Information.    Part III
  Item 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
    Accountant Fees and Services.   54




---



##### Table of Contents



Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules.    Financial Statements
  Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets  March 31, 2011 and
    2010Consolidated Statements of Operations and Comprehensive Income
    (Loss)  for the years ended March 31, 2011, 2010
    and 2009Consolidated Statements of Cash Flows  for the years
    ended March 31, 2011, 2010 and 2009Consolidated Statements of Stockholders Equity 
    for the years ended March 31, 2011, 2010 and 2009Notes to Consolidated Financial Statements  Financial Statement Schedules
  Schedule II  Valuation and Qualifying Accounts  Exhibits required by Item 601 of
    Regulation S-K,
    Including Those Incorporated by Reference
  Articles of Incorporation and By-Laws3
.1

Restated Certificate of Incorporation filed December 5,
    1990 (incorporated by reference to Exhibit 3.1 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).3
.2

Amendment to Restated Certificate of Incorporation filed
    May 8, 1992 (incorporated by reference to Exhibit 3.2
    to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).3
.3

Certificate eliminating Class 2, Series A, $1.35
    Preferred stock filed September 27, 1991 (incorporated by
    reference to Exhibit 3.3 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).3
.4

Certificate eliminating Class 1, Series B, Convertible
    Preferred Stock filed January 28, 1993 (incorporated by
    reference to Exhibit 3.4 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).3
.5

Amendment to Restated Certificate of Incorporation filed
    August 4, 2004 (incorporated by reference to
    Exhibit 3.1 to the Registrants Quarterly Report on
    Form 10-Q
    dated November 8, 2004).3
.6

Restated Certificate of Incorporation, as amended to date (as
    last amended August 4, 2004) (incorporated by reference to
    Exhibit 3.2 to the Registrants Quarterly Report on
    Form 10-Q
    dated November 8, 2004).3
.7

By-laws of the Company, as amended to date (as last amended
    August 2, 2007) (incorporated by reference to
    Exhibit 3.1 to the Registrants Quarterly Report on
    Form 10-Q
    dated October 25, 2007).Material Contracts10
.1

Credit Agreement dated March 17, 2011 among CSS Industries,
    Inc., as borrower, certain subsidiaries of CSS Industries, Inc.,
    as guarantors, Wells Fargo Bank, National Association, as
    administrative agent and as a lender, and Citizens Bank of
    Pennsylvania, as a lender (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    dated March 23, 2011).Management Contracts, Compensatory Plans or Arrangements10
.2

CSS Industries, Inc. 2000 Stock Option Plan for Non-Employee
    Directors (incorporated by reference to Exhibit 10.14 to
    the Registrants Annual Report on
    Form 10-K/A
    for the fiscal year ended March 31, 2002).10
.3

CSS Industries, Inc. 1994 Equity Compensation Plan (as last
    amended August 7, 2002) (incorporated by reference to
    Exhibit 10.29 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2004). 55




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10
.4

Employment Agreement dated as of May 12, 2006 between CSS
    Industries, Inc. and Christopher J. Munyan (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated August 9, 2006).10
.5

CSS Industries, Inc. 2006 Stock Option Plan for Non-Employee
    Directors (incorporated by reference to Exhibit 10.34 to
    the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2007).10
.6

CSS Industries, Inc. Management Incentive Program (as last
    amended June 3, 2008) (incorporated by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on June 9, 2008).10
.7

2004 Equity Compensation Plan (as last amended July 31,
    2008) (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    dated July 31, 2008).10
.8

Amendment to Employment Agreement dated as of September 5,
    2008 between CSS Industries, Inc. and Christopher J. Munyan
    (incorporated by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated October 30, 2008).10
.9

Amendment dated December 26, 2008 to Employment Agreement
    between CSS Industries, Inc. and Christopher J. Munyan
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated February 5, 2009).10
.10

CSS Industries, Inc. Severance Pay Plan for Senior Management
    and Summary Plan Description (as last amended December 29,
    2008) (incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated February 5, 2009).10
.11

Nonqualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of CSS Industries, Inc. and its Subsidiaries
    (Amended and Restated, Effective as of January 1, 2009)
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated February 5, 2009).10
.12

CSS Industries, Inc. Change of Control Severance Pay Plan for
    Executive Management effective May 27, 2009 (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on June 2, 2009).10
.13

Form of Non-Qualified Stock Option Grant for grants under the
    CSS Industries, Inc. 2004 Equity Compensation Plan (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    filed on June 2, 2009).10
.14

Form of Stock Bonus Award Grant for time-vested restricted stock
    units under the CSS Industries, Inc. 2004 Equity Compensation
    Plan (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on June 2, 2009).10
.15

Employment Agreement dated as of March 25, 2010 between CSS
    Industries, Inc. and Vincent A. Paccapaniccia (incorporated by
    reference to Exhibit 10.38 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2010).10
.16

Separation Agreement and Release of Claims Agreement dated as of
    March 30, 2010 between CSS Industries, Inc. and Clifford E.
    Pietrafitta (incorporated by reference to Exhibit 10.39 to
    the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2010).10
.17

Consulting Agreement dated as of April 15, 2010 between CSS
    Industries, Inc. and Clifford E. Pietrafitta (incorporated by
    reference to Exhibit 10.40 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2010).10
.18

CSS Industries, Inc. FY 2011 Management Incentive Program
    Criteria for CSS Industries, Inc. (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    dated August 6, 2010).10
.19

CSS Industries, Inc. FY 2011 Management Incentive Program
    Criteria for BOC Design Group (incorporated by reference to
    Exhibit 10.3 to the Registrants Quarterly Report on
    Form 10-Q
    dated August 6, 2010).10
.20

CSS Industries, Inc. FY 2011 Management Incentive Program
    Criteria for Paper Magic Group, Inc. (incorporated by reference
    to Exhibit 10.4 to the Registrants Quarterly Report
    on
    Form 10-Q
    dated August 6, 2010).10
.21

CSS Industries, Inc. FY 2011 Management Incentive Program
    Criteria for C.R. Gibson, LLC (incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    dated August 6, 2010). 56




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10
.22

Employment Agreement dated July 26, 2010 between C.R.
    Gibson, LLC and Laurie F. Gilner (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    dated November 4, 2010).10
.23

Amendment dated August 31, 2010 to Employment Agreement
    between C.R. Gibson, LLC and Laurie F. Gilner (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 4, 2010).*10
.24

Amendment dated February 8, 2011 to Employment Agreement
    between C.R. Gibson, LLC and Laurie F. Gilner.*10
.25

CSS Industries, Inc. FY 2012 Management Incentive Program
    Criteria for CSS Industries, Inc.*10
.26

CSS Industries, Inc. FY 2012 Management Incentive Program
    Criteria for Berwick Offray LLC.*10
.27

CSS Industries, Inc. FY 2012 Management Incentive Program
    Criteria for Paper Magic Group, Inc.*10
.28

CSS Industries, Inc. FY 2012 Management Incentive Program
    Criteria for C.R. Gibson, LLC.*10
.29

CSS Industries, Inc. FY 2012 Management Incentive Program
    Criteria for Cleo Inc.Other21
.

List of Significant Subsidiaries of the Registrant (incorporated
    by reference to Exhibit 21 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2008).*23
.

Consent of Independent Registered Public Accounting Firm.*31
.1

Certification of the Chief Executive Officer of CSS Industries,
    Inc. required by
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.*31
.2

Certification of the Chief Financial Officer of CSS Industries,
    Inc. required by
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.*32
.1

Certification of the Chief Executive Officer of CSS Industries,
    Inc. required by
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 1350.*32
.2

Certification of the Chief Financial Officer of CSS Industries,
    Inc. required by
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 1350.     *
    
    Filed or furnished with this Annual Report on
    Form 10-K. 57




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CSS
    INDUSTRIES, INC. AND SUBSIDIARIESSCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
  Column A

Column B

Column C

Column D

Column EAdditionsBalance

Chargedat

to Costs

Charged



BalanceBeginning

and

to Other



at End ofof Period

Expenses

Accounts

Deductions

Period(In thousands)Year ended March 31, 2011Accounts receivable allowances

$
4,742


$
5,885


$



$
7,577
(a)

$
3,050Year ended March 31, 2010Accounts receivable allowances

$
5,166


$
7,677


$



$
8,101
(a)

$
4,742Accrued restructuring expenses


1,070











1,070
(b)


Year ended March 31, 2009Accounts receivable allowances

$
5,291


$
6,178


$
39
(c)

$
6,342
(a)

$
5,166Accrued restructuring expenses


319



1,747







996
(d)


1,070       Notes:  (a)
    
    Includes amounts written off as uncollectible, net of recoveries.(b)
    
    Includes payments and non cash reductions.(c)
    
    Balance at acquisition of Hampshire Paper.(d)
    
    Includes payments. 58




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SIGNATURES     
    By
    /s/  Christopher
    J. Munyan  
      
  
    
       
      
      
      
      
      
     59