##### 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, 2007ORo

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

(I.R.S. Employerincorporation or
    organization)

Identification No.)1845 Walnut Street,
    Philadelphia, PA

19103(Address of principal executive
    offices)

(Zip code)    (215) 569-9900
    Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.10 par
    value

New York Stock
    Exchange     None
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ 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, 2007
    INDEX
  PagePART IItem 1.


Business


1Item 1A.


Risk
    Factors


3Item 1B.


Unresolved Staff
    Comments


6Item 2.


Properties


7Item 3.


Legal
    Proceedings


7Item 4.


Submission of
    Matters to a Vote of Security Holders


8PART IIItem 5.


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


8Item 6.


Selected Financial
    Data


11Item 7.


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


11Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


18Item 8.


Financial
    Statements and Supplementary Data


19Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


41Item 9A.


Controls and
    Procedures


41Item 9B.


Other
    Information


43PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


43Item 11.


Executive
    Compensation


43Item 12.


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


43Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


43Item 14.


Principal
    Accountant Fees and Services


43PART IVItem 15.


Exhibits and
    Financial Statement Schedules


43Signatures


48CSS Industries, Inc. 2006 Stock Option Plan for Non-Employee DirectorsAmendment 2006-1 to the Non-Qualified Supplemental Executive Retirement PlanConsent of Independent Registered Public Accounting FirmCertification of the Chief Executive OfficerCertification of the Chief Financial OfficerCertification of the Chief Executive Officer, required by Rule 13a-14(b)Certification of the Chief Financial Officer, required by Rule 13a-14(b)




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##### Table of Contents



Part I  Item 1.
    Business.  General
  make-up
    Principal Products ® make-up,
  and/or and/or
  
    Boxed greeting cards, gift tags and classroom exchange Valentine
    products are either imported from Asian manufacturers or
    domestically produced and warehoused in four facilities in
    central and northeastern Pennsylvania. Manufacturing processes
    include a wide range of finishing, assembly and packaging
    operations.
    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. These products share a distribution facility in
    northeastern Pennsylvania with Christmas products of the Company.
    Ribbons and bows are manufactured and warehoused in seven
    facilities located in northeastern 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 1




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domestically and sourced from Mexico and Asia. Domestic woven
    products are either narrow woven or converted from bulk rolls of
    wide width textiles.  
    Gift wrap is manufactured in one facility in Memphis, Tennessee.
    Manufacturing includes web printing, finishing, rewinding and
    packaging. Finished gift wrap products are warehoused and
    shipped from both the production facility and a separate
    facility in Memphis.      Intellectual Property Rights
  Sales and Marketing
    Competition
 2




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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.
  quarter-to-quarter
 3




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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 acts of nature,
    such as hurricanes, earthquakes or influenza 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.
    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.
   4




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Bankruptcy
    of our key customers may increase our exposure to losses from
    bad debts, and may adversely affect our business, results of
    operations and financial condition.
    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 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 as they
    expire from time to time, or if our unionized employees were to
    engage in a strike, or other work stoppage.
    Our
    acquisition strategy involves risks, and difficulties in
    integrating potential acquisitions may adversely affect our
    business, results of operations and financial
    condition.
   5




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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.
    Our
    business, results of operations and financial condition may be
    adversely affected by national or global changes in economic or
    political conditions.
    Item 1B.
    Unresolved
    Staff Comments.   6




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Item 2.
    Properties.    Approximate Square FeetLocation

Use

Owned


LeasedElysburg, PA

Manufacturing and distribution


253,000



Elysburg, PA

Manufacturing


68,000



Danville, PA

Distribution


133,000



Troy, PA

Distribution


223,000



Berwick, PA

Manufacturing and distribution


213,000



Berwick, PA

Manufacturing and distribution


220,000



Berwick, PA

Distribution


226,000



Berwick, PA

Distribution






547,000Memphis, TN

Manufacturing and distribution






1,006,000Memphis, TN

Distribution






404,000Hagerstown, MD

Manufacturing and distribution


284,000



Hartwell, SC

Manufacturing


229,000



El Paso, TX

Distribution






100,000Total




1,849,000



2,057,000       Item 3.
    Legal
    Proceedings.       7




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Item 4.
    Submission
    of Matters to a Vote of Security Holders.   Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    DividendsFiscal 2007

High


Low


DeclaredFirst Quarter

$
32.84


$
26.60


$
.12Second Quarter


31.86



26.35



.12Third Quarter


35.77



28.46



.12Fourth Quarter


37.48



32.43



.12   DividendsFiscal 2006

High


Low


DeclaredFirst Quarter

$
35.10


$
29.92


$
.12Second Quarter


37.74



35.52



.12Third Quarter


35.98



30.73



.12Fourth Quarter


34.00



26.00



.12      8




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    MaximumTotal Number of Shares


Number of SharesTotal Number





Purchased as Part


That May Yet Beof Shares


Average Price


of Publicly Announced


Purchased UnderPurchased(1)


Paid per Share


Program(1)(2)


the Program(2)January 1 through January 31,
    2007





$








248,024February 1 through
    February 28, 2007














248,024March 1 through
    March 31, 2007


600



33.00



600



247,424Total Fourth Quarter


600


$
33.00



600



247,424     (1)
    
    All share repurchases were effected in open-market transactions
    and in accordance with the safe harbor provisions of
    Rule 10b-18
    of the Securities Exchange Act.(2)
    
    The Companys Board of Directors authorized on
    February 18, 1998 the repurchase of up to
    1,000,000 shares of the Companys common stock (the
    Repurchase Program). Thereafter, the Board of
    Directors increased the number of shares authorized to be
    repurchased by the Company pursuant to the Repurchase Program as
    follows: November 9, 1998 (500,000 additional shares);
    May 4, 1999 (500,000 additional shares); September 28,
    1999 (500,000 additional shares); September 26, 2000
    (500,000 additional shares); and February 27, 2003 (400,000
    additional shares). As a result of the Companys
    three-for-two
    stock split distributed on July 10, 2003, the number of
    shares authorized for repurchase pursuant to the Repurchase
    Program was automatically increased to 5,100,000 shares.
    The aggregate number of shares repurchased by the Company
    pursuant to the Repurchase Program as of March 31, 2007 was
    4,852,576 on a split-adjusted basis. An expiration date has not
    been established for the Repurchase Program. 9




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Performance
    Graph
    
  and/or
 10




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##### Table of Contents



Item 6.
    Selected
    Financial Data.  Years Ended March 31,2007


2006


2005


2004


2003(In thousands, except per share amounts)Statement of Operations
    Data:Net sales

$
530,686


$
525,494


$
536,362


$
539,349


$
532,815Income before income taxes


36,804



32,716



47,118



46,297



40,010Income before cumulative effect of
    change in accounting principle


23,889



21,841



30,692



29,850



25,846Cumulative effect of change in
    accounting principle(1)


















(8,813
)Net income


23,889



21,841



30,692



29,850



17,033Basic net income per common share:Before cumulative effect of
    accounting change

$
2.25


$
2.08


$
2.58


$
2.54


$
2.19Cumulative effect of accounting
    change


















(.74
)Basic net income per common share

$
2.25


$
2.08


$
2.58


$
2.54


$
1.45Diluted net income per common
    share:Before cumulative effect of
    accounting change

$
2.19


$
2.00


$
2.45


$
2.42


$
2.09Cumulative effect of accounting
    change


















(.71
)Diluted net income per common share

$
2.19


$
2.00


$
2.45


$
2.42


$
1.38Balance Sheet Data:Working capital

$
188,309


$
161,482


$
151,878


$
187,813


$
155,112Total assets


343,070



334,149



333,906



370,397



349,563Current portion of long-term debt


10,195



10,169



10,442



335



109Long-term debt


20,392



30,518



40,000



50,251



50,063Stockholders equity


261,110



232,510



216,489



249,152



220,863Cash dividends declared per
    common share

$
.48


$
.48


$
.40


$
.307


$
.067     (1)
    
    Represents the cumulative effect of change in accounting
    principle to reflect the adoption of Statement of Financial
    Accounting Standards (SFAS) No. 142,
    Goodwill and Other Intangible Assets.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
     11




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trim-a-package trim-a-package,
      Litigation
  Form 10-K,
      Results
    of Operations
  Fiscal
    2007 Compared to Fiscal 2006
       12




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Fiscal
    2006 Compared to Fiscal 2005
           13




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Reconciliation
    of Certain Non-GAAP Measures
    Year Ended March 31, 2007DilutedIncome Before





EarningsIncome Taxes


Net Income


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

$
36,804


$
23,889


$
2.19 Restructuring expenses


2,327



1,489



.14 Inventory write-down
    due to facility closure


660



423



.04 Other incremental
    costs related to restructuring plan


954



611



.06Non-GAAP Measurement

$
40,745


$
26,412


$
2.42   Year Ended March 31, 2006DilutedIncome Before





EarningsIncome Taxes


Net Income


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

$
32,716


$
21,841


$
2.00 Restructuring expenses


37



25



 Expensing stock
    options  SFAS No. 123R adopted
    4/1/06


(2,722
)


(2,318
)


(.18
)Non-GAAP Measurement

$
30,031


$
19,548


$
1.82     Liquidity
    and Capital Resources
     14




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Less Than


1-3


4-5


AfterContractual Obligations

1 Year


Years


Years


5 Years


TotalShort-term debt

$



$



$



$



$
Capital lease obligations


219



410











629Operating leases


7,244



10,920



3,667



1,311



23,142Long-term debt(1)


11,210



21,075











32,285Other long-term obligations(2)






357



254



2,610



3,221$
18,673


$
32,762


$
3,921


$
3,921


$
59,277     (1)
    
    Interest on long-term debt is based on amounts outstanding and
    on the fixed interest rate of 4.48%.(2)
    
    Other long-term obligations consist primarily of postretirement
    medical liabilities and deferred compensation arrangements.
    Future timing of payments for other long-term obligations is
    estimated by management.    Less Than


1-3


4-5


After1 Year


Years


Years


5 Years


TotalLetters of credit

$
3,883


$



$



$



$
3,883       Critical
    Accounting Policies
   15




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Revenue
    Accounts
    Receivable
    Inventory
    Valuation
  first-in, last-in,
  Goodwill
    Accounting
    for Income Taxes
   16




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Share-Based
    Compensation
      Accounting
    Pronouncements
    Forward-Looking
    and Cautionary Statements
   17




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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
   18




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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


20Consolidated
    Balance Sheets  March 31, 2007 and
    2006


21Consolidated
    Statements of Operations and Comprehensive Income 
    for the years ended March 31, 2007, 2006 and 2005


22Consolidated
    Statements of Cash Flows  for the years ended
    March 31, 2007, 2006 and 2005


23Consolidated
    Statements of Stockholders Equity  for the
    years ended March 31, 2007, 2006 and 2005


24Notes to
    Consolidated Financial Statements


25-40Financial Statement Schedules:Schedule II.
    Valuation and Qualifying Accounts


47  19




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Report of
    Independent Registered Public Accounting Firm               KPMG
    LLP
    20




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
  March 31,2007


2006ASSETSCURRENT ASSETSCash and cash equivalents

$
100,091


$
57,656Accounts receivable, net of
    allowances of $4,850 and $4,119


37,169



35,582Inventories


82,138



103,770Deferred income taxes


8,645



7,898Assets held for sale


2,564



Other current assets


13,665



18,906Total current assets


244,272



223,812PROPERTY, PLANT AND EQUIPMENTLand


2,739



3,033Buildings, leasehold interests and
    improvements


55,352



56,469Machinery, equipment and other


124,164



123,981182,255



183,483Less  Accumulated
    depreciation


(123,358
)


(112,615
)Net property, plant and equipment


58,897



70,868OTHER ASSETSGoodwill


30,952



30,952Intangible assets, net of
    accumulated amortization of $619 and $525


4,328



4,422Other


4,621



4,095Total other assets


39,901



39,469Total assets

$
343,070


$
334,149LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIESNote payable

$



$
Current portion of long-term debt


10,195



10,169Accounts payable


12,212



14,494Accrued income taxes


444



3,910Accrued payroll and other
    compensation


12,816



11,420Accrued customer programs


10,290



10,791Accrued other expenses


10,006



11,546Total current liabilities


55,963



62,330LONG-TERM DEBT, NET OF CURRENT
    PORTION


20,392



30,518OTHER LONG-TERM OBLIGATIONS


3,221



3,533DEFERRED INCOME TAXES


2,384



5,258COMMITMENTS AND CONTINGENCIES
    (Notes 9 and 11)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, 2007 and 2006


1,470



1,470Additional paid-in capital


40,680



36,033Retained earnings


325,246



313,879Accumulated other comprehensive
    loss, net of tax


(1
)


(2
)Common stock in treasury, 3,857,571
    and 4,216,584 shares, at cost


(106,285
)


(118,870
)Total stockholders equity


261,110



232,510Total liabilities and
    stockholders equity

$
343,070


$
334,149    21




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CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
 (In thousands, except per share amounts)
  For the Years Ended March 31,2007


2006


2005NET SALES

$
530,686


$
525,494


$
536,362COSTS AND EXPENSESCost of sales


394,045



399,605



397,538Selling, general and
    administrative expenses


96,125



90,211



87,460Restructuring expenses


2,327



37



2,537Interest expense, net of interest
    income of $1,295, $474, and $530


2,285



3,279



2,374Other income, net


(900
)


(354
)


(665
)493,882



492,778



489,244INCOME BEFORE INCOME TAXES


36,804



32,716



47,118INCOME TAX PROVISION


12,915



10,875



16,426NET INCOME

$
23,889


$
21,841


$
30,692NET INCOME PER COMMON SHAREBasic

$
2.25


$
2.08


$
2.58Diluted

$
2.19


$
2.00


$
2.45COMPREHENSIVE INCOMENet income

$
23,889


$
21,841


$
30,692Foreign currency translation
    adjustment


1







(2
)Comprehensive income

$
23,890


$
21,841


$
30,690    22




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CSS
    INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
  For the Years Ended March 31,2007


2006


2005Cash flows from operating
    activities:Net income

$
23,889


$
21,841


$
30,692Adjustments to reconcile net
    income to net cashprovided by operating activities:Depreciation and amortization


14,335



14,499



14,294Provision for doubtful accounts


26



399



643Asset impairments


422







Deferred tax (benefit) provision


(3,621
)


(1,512
)


667(Gain) loss on sale or disposal of
    assets


(418
)


153



(138
)Compensation expense related to
    stock options


2,825



172



165Changes in assets and liabilities:(Increase) decrease in accounts
    receivable


(1,613
)


1,292



2,544Decrease (increase) in inventories


21,632



(1,903
)


(7,409
)Decrease (increase) in other assets


4,575



(4,778
)


(959
)Decrease in accounts payable


(2,282
)


(843
)


(1,546
)(Decrease) increase in accrued
    income taxes


(3,466
)


2,790



2,664Decrease in accrued expenses and
    other long-term obligations


(957
)


(4,510
)


(3,301
)Net cash provided by operating
    activities


55,347



27,600



38,316Cash flows from investing
    activities:Purchase of property, plant and
    equipment


(5,289
)


(9,515
)


(8,477
)Proceeds from sale of assets


732



361



397Net cash used for investing
    activities


(4,557
)


(9,154
)


(8,080
)Cash flows from financing
    activities:Payments on long-term debt
    obligations


(10,241
)


(10,484
)


(144
)Borrowings on notes payable


172,360



243,845



143,465Payments on notes payable


(172,360
)


(243,845
)


(143,465
)Dividends paid


(5,100
)


(5,040
)


(4,789
)Purchase of treasury stock


(323
)


(7,167
)


(69,004
)Proceeds from exercise of stock
    options


5,486



4,568



7,845Tax benefit realized for stock
    options exercised


1,822







Net cash used for financing
    activities


(8,356
)


(18,123
)


(66,092
)Effect of exchange rate changes on
    cash and cash equivalents


1







(2
)Net increase (decrease) in cash
    and cash equivalents


42,435



323



(35,858
)Cash and cash equivalents at
    beginning of period


57,656



57,333



93,191Cash and cash equivalents at end
    of period

$
100,091


$
57,656


$
57,333Supplemental disclosure of cash
    flow information:Cash paid during the year for:Interest

$
3,780


$
3,971


$
2,933Income taxes

$
17,874


$
9,579


$
13,096    23




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
 (In thousands, except share and per share amounts)
  AccumulatedAdditional





Other


Common StockPreferred Stock


Common Stock


Paid-in


Retained


Comprehensive


in TreasuryShares


Amount


Shares


Amount


Capital


Earnings


Loss


Shares


Amount


TotalBALANCE, APRIL 1, 2004





$




14,703,084


$
1,470


$
31,619


$
282,351


$




(2,872,749
)

$
(66,288
)

$
249,152Tax benefit associated with
    exercise of stock options


















2,430



















2,430Compensation expense related to
    stock options


















165



















165Issuance of common stock upon
    exercise of stock options






















(5,232
)






532,929



13,077



7,845Increase in treasury shares






























(1,981,560
)


(69,004
)


(69,004
)Foreign currency translation
    adjustment


























(2
)










(2
)Cash dividends ($.40 per
    common share)






















(4,789
)














(4,789
)Net income






















30,692















30,692BALANCE, MARCH 31, 2005










14,703,084



1,470



34,214



303,022



(2
)


(4,321,380
)


(122,215
)


216,489Tax benefit associated with
    exercise of stock options


















1,647



















1,647Compensation expense related to
    stock options


















172



















172Issuance of common stock upon
    exercise of stock options






















(5,944
)






322,896



10,512



4,568Increase in treasury shares






























(218,100
)


(7,167
)


(7,167
)Cash dividends ($.48 per
    common share)






















(5,040
)














(5,040
)Net income






















21,841















21,841BALANCE, MARCH 31, 2006










14,703,084



1,470



36,033



313,879



(2
)


(4,216,584
)


(118,870
)


232,510Tax benefit associated with
    exercise of stock options


















1,822



















1,822Compensation expense related to
    stock options


















2,825



















2,825Issuance of common stock upon
    exercise of stock options






















(7,422
)






368,813



12,908



5,486Increase in treasury shares






























(9,800
)


(323
)


(323
)Foreign currency translation
    adjustment


























1











1Cash dividends ($.48 per
    common share)






















(5,100
)














(5,100
)Net income






















23,889















23,889BALANCE, MARCH 31, 2007





$




14,703,084


$
1,470


$
40,680


$
325,246


$
(1
)


(3,857,571
)

$
(106,285
)

$
261,110    24




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 MARCH 31, 2007
  (1)  SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES
  Principles
    of Consolidation
    Foreign
    Currency Translation and Transactions
    Nature
    of Business
  make-up
    Reclassification
    Use of
    Estimates
   25




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##### Table of Contents



Inventories
  first-in, last-in,
  March 31,2007


2006Raw material

$
14,442


$
22,881Work-in-process


31,283



35,741Finished goods


36,413



45,148$
82,138


$
103,770   Assets
    Held for Sale
    Property,
    Plant and Equipment
    Buildings, leasehold interests and
    improvements

Lease term to 45 yearsMachinery, equipment and other

3 to 12 years     Impairment
    of Long-Lived Assets
    Goodwill
    and Intangible Assets
   26




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##### Table of Contents



Derivative
    Financial Instruments
          Income
    Taxes
    Revenue
    Recognition
   27




---



##### Table of Contents



Product
    Development Costs
      Shipping
    and Handling Costs
    Stock-Based
    Compensation
      Net
    Income Per Common Share
    For the Years Ended March 31,2007


2006


2005(In thousands, except per share amounts)Numerator:Net income

$
23,889


$
21,841


$
30,692Denominator:Weighted average shares
    outstanding for basic income per common share


10,622



10,482



11,886Effect of dilutive stock options


297



453



658Adjusted weighted average shares
    outstanding for diluted income per common share


10,919



10,935



12,544Basic net income per common share

$
2.25


$
2.08


$
2.58Diluted net income per common share

$
2.19


$
2.00


$
2.45  28




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##### Table of Contents



Statements
    of Cash Flows
    (2)  GOODWILL
    AND OTHER INTANGIBLE ASSETS
      (3)  BUSINESS
    RESTRUCTURING
      Termination


OtherCosts


Costs


TotalInitial accrual

$
1,200


$
123


$
1,323Additional charges 
    fiscal 2007


457



125



582Cash paid  fiscal 2007


(304
)


(145
)


(449
)Restructuring reserve as of
    March 31, 2007

$
1,353


$
103


$
1,456  29




---



##### Table of Contents



(4)  TREASURY
    STOCK TRANSACTIONS
    (5)  STOCK
    OPTION PLANS
       30




---



##### Table of Contents



For the Years Ended March 31,2006


2005(In thousands, except per share data)Net income, as reported

$
21,841


$
30,692Add: Total stock-based employee
    compensation expense included in the determination of net
    income, net of related tax effects


111



106Deduct: Total stock-based employee
    compensation expense determined under fair-value based method
    for all awards, net of related tax effects


(2,429
)


(2,505
)Pro forma net income

$
19,523


$
28,293Net income per share:Basic  as reported

$
2.08


$
2.58Basic  pro forma

$
1.86


$
2.39Diluted  as reported

$
2.00


$
2.45Diluted  pro forma

$
1.82


$
2.30       31




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##### Table of Contents



For the Years Ended March 31,2007


2006


2005Expected dividend yield at time of
    grant


1.60
%


1.44
%


1.23
%Expected stock price volatility


25
%


35
%


21
%Risk-free interest rate


4.91
%


4.10
%


3.76
%Expected life of option (in years)


4.7



4.9



6.3     Weighted


Weighted


AggregateNumber


Option Price


Average


Average Life


Intrinsicof Shares


per Share


Price


Remaining


Value(In thousands)Options outstanding at
    April 1, 2004


2,102,986


$
12.71 - 31.25


$
17.92



6.4 yearsGranted


361,000



29.70 - 35.00



33.63Exercised


(580,920
)


13.09 - 23.83



16.30Forfeited/canceled


(36,050
)


14.33 - 34.12



25.80Options outstanding at
    March 31, 2005


1,847,016



12.71 - 35.00



21.35



5.5 yearsGranted


362,100



29.66 - 36.60



33.52Exercised


(394,733
)


12.71 - 34.12



17.85Forfeited/canceled


(76,777
)


16.70 - 34.12



29.06Options outstanding at
    March 31, 2006


1,737,606



12.71 - 36.60



24.35



4.7 yearsGranted


399,100



27.60 - 36.10



30.15Exercised


(451,600
)


12.71 - 35.00



17.84Forfeited/canceled


(176,996
)


16.70 - 35.00



32.00Options outstanding at
    March 31, 2007


1,508,110


$
12.71 - 36.60


$
26.94



3.9 years


$
15,901Options exercisable at
    March 31, 2007


758,064


$
12.71 - 36.60


$
22.65



3.9 years


$
11,244       (6)  RETIREMENT
    BENEFIT PLANS
  Profit
    Sharing Plans
    Pension
    Plan
   32




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##### Table of Contents



2007


2006Change in plan assets:Fair value of plan assets at
    beginning of year

$
3,156


$
4,313Actual return on plan assets






111Benefits paid from plan assets






(1,268
)Transfer to investment account to
    fund future contributions to the defined contribution profit
    sharing and 401(k) plan


(3,156
)


Fair value of plan assets at end
    of year






3,156Change in benefit obligation:Benefit obligation at beginning of
    year






1,086Interest cost






41Actuarial loss and other
    adjustments






141Benefits paid






(1,268
)Benefit obligation at end of year






Funded status/prepaid benefit cost
    recognized in the consolidated balance sheet

$



$
3,156       Postretirement
    Medical Plan
      2007


2006Benefit obligation at beginning of
    year

$
938


$
838Interest cost


55



49Actuarial loss (gain) and other
    adjustments


(119
)


106Benefits paid


(49
)


(55
)Benefit obligation recognized in
    the consolidated balance sheet

$
825


$
938  33




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##### Table of Contents



1 Percentage


1 PercentagePoint Increase


Point DecreaseEffect on total of service and
    interest cost

$
5


$
(5
)Effect on postretirement benefit
    obligation


76



(67
)     For the Years Ended March 31,Pension Benefits


Other Benefits2007


2006


2005


2007


2006


2005Interest cost

$



$
41


$
63


$
55


$
49


$
50Expected return on plan assets






(132
)


(148
)










Recognition of net loss






163



85











Benefit cost

$



$
72


$



$
55


$
49


$
50   (7)  INCOME
    TAXES
    For the Years Ended March 31,2007


2006


2005United States

$
20,957


$
22,684


$
31,866Foreign


15,847



10,032



15,252$
36,804


$
32,716


$
47,118     For the Years Ended March 31,2007


2006


2005Current:Federal

$
12,679


$
9,967


$
12,550State


899



659



535Foreign


2,958



1,761



2,67416,536



12,387



15,759Deferred:Federal


(3,172
)


(1,738
)


298State


(449
)


226



369(3,621
)


(1,512
)


667$
12,915


$
10,875


$
16,426  34




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##### Table of Contents



For the Years Ended March 31,2007


2006


2005U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes, less federal
    benefit


1.7



2.0



1.2Changes in tax reserves and
    valuation allowance


(1.6
)


(1.3
)


(.8
)Foreign dividend repatriation






(1.3
)


Other, net






(1.2
)


(.5
)35.1
%


33.2
%


34.9
%       March 31,2007


2006Deferred income tax assets:Accounts receivable

$
259


$
410Inventories


4,138



4,821Accrued expenses


5,750



4,277State net operating loss and
    credit carryforwards


11,672



9,384Stock based compensation


666



Intangibles






26122,485



19,153Valuation allowance


(11,543
)


(9,384
)10,942



9,769Deferred income tax liabilities:Property, plant and equipment


2,039



4,641Intangibles


473



Unremitted earnings of foreign
    subsidiaries


221



98Other


1,948



2,3904,681



7,129Net deferred income tax asset

$
6,261


$
2,640      35




---



##### Table of Contents



No. 109-2, No. 109-2). No. 109-2
  (8)  LONG-TERM
    DEBT AND CREDIT ARRANGEMENTS
    March 31,2007


20064.48% Senior Notes due
    December 13, 2009

$
30,000


$
40,000Other


587



68730,587



40,687Less  current portion


(10,195
)


(10,169
)$
20,392


$
30,518       back-up
 36




---



##### Table of Contents



2008

$
2192009


2262010


184Total minimum lease obligations


629Less amount representing interest


(42
)Present value of future minimum
    lease obligations

$
587     2008

$
10,1952009


10,2122010


10,180Total

$
30,587   (9)  OPERATING
    LEASES
    2008

$
7,2442009


6,1182010


4,8022011


2,9252012


742Thereafter


1,311Total

$
23,142     (10)  FAIR
    VALUE OF FINANCIAL INSTRUMENTS
      
    Cash and cash equivalents, accounts receivable and accounts
    payable  The carrying amounts of these items are
    a reasonable estimate of their fair values at March 31,
    2007 and 2006. 37




---



##### Table of Contents




    Short-term borrowings  Borrowings under the
    revolving credit facility have variable rates that reflect
    currently available terms and conditions for similar debt. The
    carrying amount of this debt is a reasonable estimate of its
    fair value.
    Foreign currency contracts  The fair value is
    based on quotes obtained from financial institutions. The fair
    value of foreign currency contracts was immaterial as of
    March 31, 2007 and 2006.
    Long-term debt  The fair value of long-term
    debt instruments is estimated using a discounted cash flow
    analysis. As of March 31, 2007, the carrying amount of
    long-term debt was $30,587,000 and the fair value was estimated
    to be $29,995,000. As of March 31, 2006, the carrying
    amount of long-term debt was $40,687,000 and the fair value was
    estimated to be $40,218,000.  (11)  COMMITMENTS
    AND CONTINGENCIES
        (12)  SEGMENT
    DISCLOSURE
      For the Years Ended March 31,2007


2006


2005Christmas

$
346,866


$
323,380


$
329,540All occasion


127,163



143,307



145,486Other seasonal


56,657



58,807



61,336Total

$
530,686


$
525,494


$
536,362     (13)  RECENT
    ACCOUNTING PRONOUNCEMENTS
   38




---



##### Table of Contents



39




---



##### Table of Contents



(14)  QUARTERLY
    FINANCIAL DATA (UNAUDITED)
  Quarters2007

First


Second


Third


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

$
47,533


$
173,830


$
264,065


$
45,258Gross profit

$
13,470


$
44,827


$
66,370


$
11,974Net (loss) income

$
(5,507
)

$
11,703


$
23,290


$
(5,597
)Net (loss) income per common share:Basic(1)

$
(.52
)

$
1.11


$
2.19


$
(.52
)Diluted(1)

$
(.52
)

$
1.08


$
2.13


$
(.52
)   Quarters2006

First


Second


Third


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

$
57,494


$
164,043


$
251,796


$
52,161Gross profit

$
14,729


$
38,367


$
62,429


$
10,364Net (loss) income

$
(3,655
)

$
9,239


$
23,924


$
(7,667
)Net (loss) income per common share:Basic(1)

$
(.35
)

$
.88


$
2.27


$
(.73
)Diluted(1)

$
(.35
)

$
.84


$
2.18


$
(.73
)     (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.   40




---



##### 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.
   41




---



##### Table of Contents



(d) Report
    of Independent Registered Public Accounting Firm.
                 
    42




---



##### 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.    Part IV   Item 15.
    Exhibits
    and Financial Statement Schedules.    Financial Statements
      Consolidated Statements of Operations and Comprehensive
    Income  for the years ended March 31, 2007, 2006
    and 2005Consolidated Statements of Cash Flows  for the years
    ended March 31, 2007, 2006 and 2005Consolidated Statements of Stockholders Equity 
    for the years ended March 31, 2007, 2006 and 2005    Financial Statement Schedules
    Exhibits required by Item 601 of
    Regulation S-K,
    Including Those Incorporated by Reference
 43




---



##### Table of Contents



Articles
    of Incorporation and By-Laws
  3
.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

By-laws of the Company, as amended
    to date (as last amended January 15, 2004) (incorporated by
    reference to Exhibit 3.5 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2004).3
.6

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
.7

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).   Material
    Contracts
  10
.1

Asset Purchase Agreement, dated
    February 8, 2002, among Berwick Industries LLC, Daylight
    Acquisition Corp., Lion Ribbon Company, Inc., C. M.
    Offray & Son, Inc., CVO Corporation (Delaware), C.M.
    Offray & Son (Hong Kong) Limited, Claude V.
    Offray, Jr., Claude V. Offray III, and Denise A.
    Offray (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    dated March 15, 2002).10
.2

Amendment No. 1 to Asset
    Purchase Agreement dated March 15, 2002 (incorporated by
    reference to Exhibit 2.2 to the Registrants Current
    Report on
    Form 8-K
    dated March 15, 2002).10
.3

Receivables Purchase Agreement
    among CSS Funding LLC, CSS Industries, Inc., Market Street
    Funding Corporation and PNC Bank, National Association, dated as
    of April 30, 2001 (incorporated by reference to
    Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K/A
    for the fiscal year ended March 31, 2002).10
.4

Purchase and Sale Agreement
    between Various Entities Listed on Schedule I, as the
    Originators, CSS Industries, Inc. and CSS Funding LLC, dated as
    of April 30, 2001 (incorporated by reference to Exhibit
    10.10 to the Registrants Annual Report on
    Form 10-K/A
    for the fiscal year ended March 31, 2002).10
.5

First Amendment to Receivables
    Purchase Agreement dated as of August 24, 2001
    (incorporated by reference to Exhibit 10.12 to the
    Registrants Annual Report on
    Form 10-K/A
    for the fiscal year ended March 31, 2002).10
.6

First Amendment to Purchase and
    Sale Agreement dated as of August 24, 2001 (incorporated by
    reference to Exhibit 10.13 to the Registrants Annual
    Report on
    Form 10-K/A
    for the fiscal year ended March 31, 2002).10
.7

$50,000,000 4.48% Senior
    Notes due December 13, 2009 Note Purchase Agreement dated
    December 12, 2002 (incorporated by reference to
    Exhibit 10.17 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2003).10
.8

Amended and Restated Loan
    Agreement dated April 23, 2004 (incorporated by reference
    to Exhibit 10.1 to the Registrants Quarterly Report
    on
    Form 10-Q
    dated November 8, 2004).10
.9

Second Amendment to Purchase and
    Sale Agreement dated as of July 29, 2003 (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.10

Third Amendment to Purchase and
    Sale Agreement dated June 1, 2004 (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.11

Second Amendment to Receivables
    Purchase Agreement dated as of July 29, 2003 (incorporated
    by reference to Exhibit 10.4 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.12

Third Amendment to Receivables
    Purchase Agreement dated as of April 26, 2004 (incorporated
    by reference to Exhibit 10.5 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.13

Fourth Amendment to Receivables
    Purchase Agreement dated June 1, 2004 (incorporated by
    reference to Exhibit 10.6 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004). 44




---



##### Table of Contents



10
.14

First Amendment to Note Purchase
    Agreements dated October 27, 2004 (incorporated by
    reference to Exhibit 10.8 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.15

Amendment to Amended and Restated
    Loan Agreement dated January 27, 2005 (incorporated by
    reference to Exhibit 10.17 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2005).   Management
    Contracts, Compensatory Plans or Arrangements
  10
.16

CSS Industries, Inc. 1995 Stock
    Option Plan for Non-Employee Directors (incorporated by
    reference to Exhibit 10.2 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 1996).10
.17

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
.18

CSS Industries, Inc. Non-Qualified
    Supplemental Executive Retirement Plan Guidelines, dated
    January 25, 1994 (incorporated by reference to
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).10
.19

Amendment 1998-1 to the
    Non-Qualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of CSS Industries, Inc., dated
    November 13, 1998 (incorporated by reference to
    Exhibit 10.20 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).10
.20

Berwick Industries, Inc.
    Non-Qualified Supplemental Executive Retirement Plan, dated
    November 18, 1996 (incorporated by reference to
    Exhibit 10.26 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1996).10
.21

Amendment 1998-1 to the
    Non-Qualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of Berwick Industries, Inc. and its
    Subsidiaries in the United States, dated November 18, 1998
    (incorporated by reference to Exhibit 10.22 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).10
.22

The Paper Magic Group, Inc.
    Non-Qualified Supplemental Executive Retirement Plan, dated
    December 5, 1996 (incorporated by reference to
    Exhibit 10.27 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1996).10
.23

Amendment 1998-1 to the
    Non-Qualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of The Paper Magic Group, Inc. and its
    Subsidiaries in the United States, dated November 23, 1998
    (incorporated by reference to Exhibit 10.24 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).10
.24

Cleo Inc Non-Qualified
    Supplemental Executive Retirement Plan dated November 26,
    1996 (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1998).10
.25

Amendment 1998-1 to the
    Non-Qualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of Cleo Inc and its Subsidiaries in the United
    States, dated November 23, 1998 (incorporated by reference
    to Exhibit 10.26 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2006).10
.26

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).10
.27

CSS Industries, Inc. 2004 Equity
    Compensation Plan (incorporated by reference to
    Exhibit 10.7 to the Registrants Quarterly Report on
    Form 10-Q
    dated November 8, 2004).10
.28

Employment Agreement dated as of
    December 1, 2004 between CSS Industries, Inc. and Richard
    L. Morris (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated January 26, 2005).10
.29

Employment Agreement dated as of
    July 11, 2005 between CSS Industries, Inc. and William G.
    Kiesling (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated November 9, 2005). 45




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##### Table of Contents



10
.30

Separation Agreement and Release
    of Claims dated as of April 3, 2006 between CSS Industries,
    Inc. and David J.M. Erskine (incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    dated August 9, 2006).10
.31

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
.32

CSS Industries, Inc. Severance Pay
    Plan for Senior Management and Summary Plan Description
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated February 2, 2007).10
.33

Employment Agreement dated as of
    November 21, 2006 between CSS Industries, Inc. and Robert
    Collins (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    dated February 2, 2007).*10
.34

CSS Industries, Inc. 2006 Stock
    Option Plan for Non-Employee Directors.*10
.35

Amendment 2006-1 to the
    Non-Qualified Supplemental Executive Retirement Plan Covering
    Officer-Employees of CSS Industries, Inc.   Other
  21
.

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, 2005).*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. 46




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##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIESSCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
 (In thousands)
  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


PeriodYear ended March 31, 2007Accounts receivable allowances

$
4,119


$
4,086


$



$
3,355
(a)

$
4,850Accrued restructuring expenses


4



1,905







453
(c)


1,456Year ended March 31, 2006Accounts receivable allowances

$
5,428


$
3,326


$



$
4,635
(a)

$
4,119Accrued restructuring expenses


599



37







632
(b)


4Year ended March 31, 2005Accounts receivable allowances

$
6,822


$
5,556


$



$
6,950
(a)

$
5,428Accrued restructuring expenses


769



2,537







2,707
(b)


599    Notes:
    (a) Includes amounts written off as uncollectible, net of
    recoveries.     47




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##### Table of Contents



SIGNATURES    
  By:
    /s/  Christopher
    J. MunyanChristopher
    J. Munyan,
    President and Chief Executive Officer
    (principal executive officer)      Dated: June 1, 2007

/s/  Christopher
    J. MunyanChristopher
    J. Munyan,
    President and Chief Executive Officer
    (principal executive officer and a director)Dated: June 1, 2007

/s/  Clifford
    E. PietrafittaClifford
    E. Pietrafitta,
    Vice President  Finance and Chief Financial
    Officer
    (principal financial and accounting officer)Dated: June 1, 2007

/s/  Jack
    FarberJack
    Farber,
    DirectorDated: June 1, 2007

/s/  Scott
    A. BeaumontScott
    A. Beaumont,
    DirectorDated: June 1, 2007

/s/  James
    H. BromleyJames
    H. Bromley,
    DirectorDated: June 1, 2007

/s/  Leonard
    E. GrossmanLeonard
    E. Grossman,
    DirectorDated: June 1, 2007

/s/  James
    E. KsansnakJames
    E. Ksansnak,
    DirectorDated: June 1, 2007

/s/  Rebecca
    C. MatthiasRebecca
    C. Matthias,
    Director  48