##### 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, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-2661
 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-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





CSS
    INDUSTRIES, INC.FORM 10-K
    FOR THE FISCAL YEAR ENDED MARCH 31, 2009
    INDEX
   
  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


4Item 1B.

Unresolved Staff Comments


9Item 2.

Properties


9Item 3.

Legal Proceedings


10Item 4.

Submission of Matters to a Vote of Security
    Holders


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


20Item 8.

Financial Statements and Supplementary Data


22Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


50Item 9A.

Controls and Procedures


50Item 9B.

Other Information


52PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


52Item 11.

Executive Compensation


52Item 12.

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


52Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


52Item 14.

Principal Accounting Fees and Services


52PART IVItem 15.

Exhibits, Financial Statement Schedules


53Signatures


58EX-23EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I  Item 1.
    Business.  General
  make-up and/or
      tm
    Principal Products ® make-up,
 1




---



##### Table of Contents



® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  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 sourced from Mexico and Asia.
    Domestic woven products are either narrow woven or converted
    from bulk rolls of wide width textiles.
    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 both the production facility and a
    separate facility in Memphis. A small portion of gift wrap
    products are imported from Asia.
    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 separate location near the manufacturing facility.      Intellectual Property Rights
 2




---



##### Table of Contents



Sales and Marketing
    Competition
    Employees
     3




---



##### Table of Contents



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.
    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.
   4




---



##### Table of Contents



Increases
    in raw material and energy costs, resulting from general
    economic conditions, 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.
    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
 5




---



##### Table of Contents



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
  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.
   6




---



##### Table of Contents



Our
    acquisition strategy involves risks, and difficulties in
    integrating potential acquisitions may adversely affect our
    business, results of operations and financial
    condition.
    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.
   7




---



##### Table of Contents



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 implement our
    enterprise resource planning systems standardization
    project.
    We are
    subject to a number of restrictive covenants under our borrowing
    and accounts receivable securitization financing 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
 8




---



##### Table of Contents



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
    charges, such as goodwill impairment charges, which may, in
    turn, have a further adverse affect on our results of operations
    and financial condition.
  Form 10-K
  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






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






100,000Florence, AL

Distribution






180,000Milford, NH

Manufacturing






56,000Milford, NH

Distribution






61,000Total




1,305,000



2,354,000      9




---



##### Table of Contents



Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   10




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    DividendsFiscal 2009

High


Low


DeclaredFirst Quarter

$
36.83


$
23.71


$
.15Second Quarter


30.83



23.30



.15Third Quarter


25.98



15.15



.15Fourth Quarter


18.94



10.02



.15   DividendsFiscal 2008

High


Low


DeclaredFirst Quarter

$
42.29


$
35.18


$
.14Second Quarter


42.48



29.23



.14Third Quarter


42.16



35.00



.14Fourth Quarter


38.40



27.47



.14      11




---



##### Table of Contents



Performance
    Graph
    
  and/or
 12




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.  Years Ended March 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Statement of Operations Data:Net sales

$
482,424


$
498,253


$
530,686


$
525,494


$
536,362Income before income taxes


25,890



38,833



36,804



32,716



47,118Net income


16,986



25,358



23,889



21,841



30,692Net income per common share:Basic

$
1.71


$
2.36


$
2.25


$
2.08


$
2.58Diluted

$
1.70


$
2.31


$
2.19


$
2.00


$
2.45Balance Sheet Data:Working capital

$
114,371


$
136,000


$
188,309


$
161,482


$
151,878Total assets


322,259



345,041



343,070



334,149



333,906Current portion of long-term debt


10,479



10,246



10,195



10,169



10,442Long-term debt


485



10,192



20,392



30,518



40,000Stockholders equity


259,254



262,353



261,110



232,510



216,489Cash dividends declared per common share

$
.60


$
.56


$
.48


$
.48


$
.40   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
       13




---



##### Table of Contents



Litigation
    Results
    of Operations
  Fiscal
    2009 Compared to Fiscal 2008
   14




---



##### Table of Contents



Fiscal
    2008 Compared to Fiscal 2007
         15




---



##### Table of Contents



Liquidity
    and Capital Resources
       16




---



##### Table of Contents



Less than 1


1-3


4-5


After 5Contractual Obligations

Year


Years


Years


Years


TotalShort-term debt

$
4,150


$



$



$



$
4,150Note payable to seller


50



50











100Capital lease obligations


429



435











864Operating leases


8,606



7,618



1,549



421



18,194Long-term debt(1)


10,314















10,314Other long-term obligations(2)






427



300



2,068



2,795Purchase obligation(3)


1,200















1,200$
24,749


$
8,530


$
1,849


$
2,489


$
37,617     (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.(3)
    
    The Company is committed to purchase approximately $1,200,000 of
    certain paper raw material products from a vendor over a one
    year term. The Company believes the minimum product purchases
    under this agreement are well within the Companys annual
    product requirements.      Less than 1


1-3


4-5


After 5Year


Years


Years


Years


TotalLetter of credit

$
4,100


$



$



$



$
4,100      17




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue
    Accounts
    Receivable
    Inventory
    Valuation
  first-in, last-in,
  Goodwill
   18




---



##### Table of Contents



Accounting
    for Income Taxes
    Share-Based
    Compensation
     19




---



##### Table of Contents



Accounting
    Pronouncements
    Forward-Looking
    and Cautionary Statements
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Interest
    Rate Risk
   20




---



##### Table of Contents



Foreign
    Currency Risk
   21




---



##### 



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


23Consolidated Balance Sheets 
    March 31, 2009 and 2008


24Consolidated Statements of Operations and
    Comprehensive Income  for the years ended
    March 31, 2009, 2008 and 2007


25Consolidated Statements of Cash Flows 
    for the years ended March 31, 2009, 2008 and 2007


26Consolidated Statements of Stockholders
    Equity  for the years ended March 31, 2009, 2008
    and 2007


27Notes to Consolidated Financial Statements


28-49Financial Statement Schedule:Schedule II. Valuation and Qualifying
    Accounts


57   22




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
        Accounting for Uncertainty in
    Income Taxes EITF 06-10, Accounting for Collateral Assignment Split-Dollar Life
    Insurance Agreements
        23




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  March 31,2009


2008(In thousands, except share and per share amounts)ASSETSCURRENT ASSETSCash and cash equivalents

$
2,179


$
28,109Accounts receivable, net of allowances of $5,166 and $5,291


43,741



39,144Inventories


99,971



105,532Deferred income taxes


5,758



7,276Assets held for sale


1,363



3,590Other current assets


15,295



16,242Total current assets


168,307



199,893NET PROPERTY, PLANT AND EQUIPMENT


54,942



50,632OTHER ASSETSGoodwill


49,258



48,361Intangible assets, net of accumulated amortization of $2,383 and
    $925


45,649



42,454Other


4,103



3,701Total other assets


99,010



94,516Total assets

$
322,259


$
345,041LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESNotes payable

$
4,150


$
Current portion of long-term debt


10,479



10,246Accounts payable


14,332



18,275Accrued income taxes


72



822Accrued payroll and other compensation


5,677



11,526Accrued customer programs


9,909



9,438Accrued other expenses


9,317



13,586Total current liabilities


53,936



63,893LONG-TERM DEBT, NET OF CURRENT PORTION


485



10,192OTHER LONG-TERM OBLIGATIONS


4,376



6,121DEFERRED INCOME TAXES


4,208



2,482COMMITMENTS 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, 2009 and 2008


1,470



1,470Additional paid-in capital


46,813



44,150Retained earnings


352,674



342,688Accumulated other comprehensive loss, net of tax


(81
)


(90
)Common stock in treasury, 5,097,753 and 4,437,325 shares,
    at cost


(141,622
)


(125,865
)Total stockholders equity


259,254



262,353Total liabilities and stockholders equity

$
322,259


$
345,041    24




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
  For the Years Ended March 31,2009


2008


2007(In thousands, except per share amounts)NET SALES

$
482,424


$
498,253


$
530,686COSTS AND EXPENSESCost of sales


356,115



360,708



394,045Selling, general and administrative expenses


96,723



96,703



96,125Restructuring expenses, net


1,138



1,717



2,327Interest expense, net of interest income of $137, $1,163
    and $1,295


2,551



974



2,285Other expense (income), net


7



(682
)


(900
)456,534



459,420



493,882INCOME BEFORE INCOME TAXES


25,890



38,833



36,804INCOME TAX PROVISION


8,904



13,475



12,915NET INCOME

$
16,986


$
25,358


$
23,889NET INCOME PER COMMON SHAREBasic

$
1.71


$
2.36


$
2.25Diluted

$
1.70


$
2.31


$
2.19COMPREHENSIVE INCOMENet income

$
16,986


$
25,358


$
23,889Foreign currency translation adjustment


3



2



1Postretirement medical plan, net of tax


6



(91
)


Comprehensive income

$
16,995


$
25,269


$
23,890    25




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended March 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net income

$
16,986


$
25,358


$
23,889Adjustments to reconcile net income to net cash provided byoperating activities:Depreciation and amortization


13,195



13,218



14,335Provision for doubtful accounts


525



5



26Asset impairments






1,222



422Deferred tax provision (benefit)


3,244



2,622



(3,621
)Gain on sale or disposal of assets


(925
)


(386
)


(418
)Share-based compensation expense


2,632



2,830



2,825Changes in assets and liabilities, net of effects of
    acquisitions:(Increase) decrease in accounts receivable


(4,012
)


9,204



(1,613
)Decrease (increase) in inventories


9,127



(10,737
)


21,632Decrease (increase) in other assets


537



(1,274
)


4,575Decrease in accounts payable


(3,943
)


(196
)


(2,282
)(Decrease) increase in accrued income taxes


(1,968
)


3,493



(3,466
)Decrease in accrued expenses and other long-term obligations


(7,477
)


(3,665
)


(957
)Net cash provided by operating activities


27,921



41,694



55,347Cash flows from investing activities:Purchase of businesses, net of cash received of $2 in 2008


(11,164
)


(71,145
)


Final payment of purchase price for a business previously
    acquired


(2,700
)






Purchase of property, plant and equipment


(14,143
)


(8,330
)


(5,289
)Proceeds from sale of assets


3,227



3,092



732Net cash used for investing activities


(24,780
)


(76,383
)


(4,557
)Cash flows from financing activities:Payments on long-term debt obligations


(10,417
)


(10,149
)


(10,241
)Borrowings on notes payable


545,385



186,900



172,360Payments on notes payable


(541,235
)


(186,900
)


(172,360
)Payment of financing transaction costs


(621
)






Dividends paid


(5,939
)


(5,983
)


(5,100
)Purchase of treasury stock


(16,687
)


(25,449
)


(323
)Proceeds from exercise of stock options


435



3,936



5,486Tax benefit realized for stock options exercised


5



350



1,822Net cash used for financing activities


(29,074
)


(37,295
)


(8,356
)Effect of exchange rate changes on cash and cash equivalents


3



2



1Net (decrease) increase in cash and cash equivalents


(25,930
)


(71,982
)


42,435Cash and cash equivalents at beginning of period


28,109



100,091



57,656Cash and cash equivalents at end of period

$
2,179


$
28,109


$
100,091    26




---



##### 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, 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



















1,822Share-based compensation expense


















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
)


261,110Tax benefit associated with exercise of stock options


















640



















640Share-based compensation expense


















2,830



















2,830Issuance of common stock upon exercise of stock options






















(1,933
)






167,670



5,869



3,936Increase in treasury shares






























(747,424
)


(25,449
)


(25,449
)Foreign currency translation adjustment


























2











2Cash dividends ($.56 per common share)






















(5,983
)














(5,983
)Postretirement medical plan, net of tax


























(91
)










(91
)Net income






















25,358















25,358BALANCE, MARCH 31, 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
)

$
259,254    27




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
    2009
  (1)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Foreign
    Currency Translation and Transactions
    Nature
    of Business
  make-up and/or
    Reclassification
    Use of
    Estimates
   28




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts
    Receivable
    Inventories
  first-in, last-in,
  March 31,2009


2008Raw material

$
17,533


$
22,836Work-in-process


25,437



29,827Finished goods


57,001



52,869$
99,971


$
105,532   Assets
    Held for Sale
   29




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    March 31,2009


2008Land

$
2,608


$
2,619Buildings, leasehold interests and improvements


44,803



42,920Machinery, equipment and other


149,410



137,296196,821



182,835Less  Accumulated depreciation


(141,879
)


(132,203
)Net property, plant and equipment

$
54,942


$
50,632       Buildings, leasehold interests and improvements


Lease term to 45 yearsMachinery, equipment and other


3 to 15 years       Impairment
    of Long-Lived Assets including Goodwill and Other Intangible
    Assets
   30




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Derivative
    Financial Instruments
     31




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Income
    Taxes
      Revenue
    Recognition
    Product
    Development Costs
     32




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping
    and Handling Costs
    Share-Based
    Compensation
      Net
    Income Per Common Share
    For the Years Ended March 31,2009


2008


2007(In thousands, exceptper share amounts)Numerator:Net income

$
16,986


$
25,358


$
23,889Denominator:Weighted average shares outstanding for basic income per common
    share


9,909



10,732



10,622Effect of dilutive stock options


81



261



297Adjusted weighted average shares outstanding for diluted income
    per common share


9,990



10,993



10,919Basic net income per common share

$
1.71


$
2.36


$
2.25Diluted net income per common share

$
1.70


$
2.31


$
2.19     Statements
    of Cash Flows
   33




---



##### 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 31,2009


2008


2007(In thousands)Cash paid during the year for:Interest

$
2,896


$
2,413


$
3,780Income taxes

$
7,741


$
8,445


$
17,874Details of acquisitions:Fair value of assets acquired

$
11,560


$
82,442


$
Liabilities assumed


296



8,595



Net assets acquired


11,264



73,847



Amount due seller


100



2,700



Cash paid


11,164



71,147



Less cash acquired






2



Net cash paid for acquisitions

$
11,164


$
71,145


$
   (2)
    BUSINESS
    ACQUISITIONS      tm
 34




---



##### 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         Current assets

$
25,470Property, plant and equipment


963Intangible assets


38,600Goodwill


17,409Total assets acquired


82,442Current liabilities


8,595Total liabilities assumed


8,595Net assets acquired

$
73,847  35




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (3)
    GOODWILL
    AND OTHER INTANGIBLE ASSETS    TradenamesGoodwill


and TrademarksBalance as of March 31, 2008

$
48,361


$
23,790Acquisition of iota






275Acquisition of Hampshire Paper


897



500Acquisition of Seastone






518Balance as of March 31, 2009

$
49,258


$
25,083     CustomerRelationships


Trademarks


Patents


Non-competeBalance as of March 31, 2008

$
18,957


$
103


$
29


$
500Acquisition of Hampshire Paper


2,500



300



60



Acquisition of Seastone


500











Balance as of March 31, 2009

$
21,957


$
403


$
89


$
500       March 31, 2009


March 31, 2008Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationTradenames and trademarks

$
25,083


$



$
23,790


$
Customer relationships


21,957



1,860



18,957



477Non-compete


500



367



500



316Trademarks


403



123



103



103Patents


89



33



29



29$
48,032


$
2,383


$
43,379


$
925     Fiscal 2010

$
1,566Fiscal 2011


1,566Fiscal 2012


1,550Fiscal 2013


1,516Fiscal 2014


1,505  36




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (4)
    BUSINESS
    RESTRUCTURING        Termination


OtherCosts


Costs


TotalInitial accrual

$
355


$
273


$
628Cash paid  fiscal 2008


(46
)


(263
)


(309
)Restructuring reserve as of March 31, 2008


309



10



319Cash paid  fiscal 2009


(690
)






(690
)Charges to expense  fiscal 2009


436



(10
)


426Restructuring reserve as of March 31, 2009

$
55


$



$
55   (5)
    TREASURY
    STOCK TRANSACTIONS    (6)
    SHARE-BASED
    PLANS   37




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Options
     38




---



##### Table of Contents



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


WeightedAverage


Average


AggregateNumber


Exercise


Remaining


Intrinsicof Options


Price


Contractual Life


ValueOutstanding at April 1, 2006


1,737,606


$
24.35Granted


399,100



30.15Exercised


(451,600
)


17.84Forfeited/cancelled


(176,996
)


32.00Outstanding at March 31, 2007


1,508,110



26.94Granted


234,000



34.41Exercised


(175,245
)


24.17Forfeited/cancelled


(43,775
)


29.14Outstanding 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


$
28.20



2.4 years


$
201,000Exercisable at March 31, 2009


991,523


$
27.06



2.0 years


$
190,000       For The Years Ended March 31,2009


2008


2007Expected dividend yield at time of grant


2.64
%


1.64
%


1.60
%Expected stock price volatility


38
%


30
%


25
%Risk-free interest rate


2.96
%


4.20
%


4.91
%Expected life of option (in years)


4.3



4.3



4.7       Restricted
    Stock Units
   39




---



##### 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


$
25.63



2.8 years       (7)
    RETIREMENT
    BENEFIT PLANS  Profit
    Sharing Plans
    Postretirement
    Medical Plan
      2009


2008Benefit obligation at beginning of year

$
1,037


$
825Interest cost


60



48Actuarial (gain) loss and other adjustments


(7
)


212Benefits paid


(68
)


(48
)Benefit obligation recognized in the consolidated balance sheet

$
1,022


$
1,037    40




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (8)
    INCOME
    TAXES    For the Years Ended March 31,2009


2008


2007United States

$
18,478


$
22,281


$
20,957Foreign


7,412



16,552



15,847$
25,890


$
38,833


$
36,804     For the Years Ended March 31,2009


2008


2007Current:Federal

$
4,451


$
8,147


$
12,679State


(14
)


(311
)


899Foreign


1,223



3,017



2,9585,660



10,853



16,536Deferred:Federal


2,994



2,344



(3,172
)State


250



278



(449
)3,244



2,622



(3,621
)$
8,904


$
13,475


$
12,915     For the Years Ended March 31,2009


2008


2007U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes, less federal benefit


1.3



.8



1.7Tax exempt interest income


(.1
)


(.7
)


Changes in tax reserves and valuation allowance


(1.4
)


.1



(1.6
)Other, net


(.4
)


(.5
)


34.4
%


34.7
%


35.1
%  41




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        March 31,2009


2008Deferred income tax assets:Accounts receivable

$
225


$
324Inventories


3,947



3,886Accrued expenses


3,434



5,265State net operating loss and credit carryforwards


5,217



7,489Share-based compensation


2,326



1,43315,149



18,397Valuation allowance


(5,217
)


(7,356
)9,932



11,041Deferred income tax liabilities:Property, plant and equipment


2,302



1,221Intangibles


3,219



1,607Unremitted earnings of foreign subsidiaries


2,211



2,205Other


650



1,2148,382



6,247Net deferred income tax asset

$
1,550


$
4,794      42




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2009


2008Gross unrecognized tax benefits at April 1

$
1,987


$
2,169Additions based on tax positions related to the current year


119



84Additions for tax positions of prior years


85



196Reductions for tax positions of prior years


(115
)


(403
)Reductions relating to settlements with taxing authorities


(460
)


(23
)Reductions as a result of a lapse of the applicable statute of
    limitations


(371
)


(36
)Gross unrecognized tax benefits at March 31

$
1,245


$
1,987     and/or
    (9)
    LONG-TERM
    DEBT AND CREDIT ARRANGEMENTS    March 31,2009


20084.48% Senior Notes due December 13, 2009

$
10,000


$
20,000Other


964



43810,964



20,438Less  current portion


(10,479
)


(10,246
)$
485


$
10,192      43




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    back-up
  back-up
      2010

$
4422011


3832012


58Total minimum lease obligations


883Less amount representing interest


(19
)Present value of future minimum lease obligations

$
864  44




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
10,4792011


4272012


58Total

$
10,964   (10)
    OPERATING
    LEASES    2010

$
8,6062011


5,3932012


2,2252013


1,1142014


435Thereafter


421Total

$
18,194     (11)
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS         45




---



##### 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


Inputs2009


(Level 1)


(Level 2)


(Level 3)(In thousands)AssetsMarketable securities

$
628


$
628


$



$
Cash surrender value of life insurance policies


837







837



Total assets

$
1,465


$
628


$
837


$
LiabilitiesDeferred compensation plans

$
628


$
628


$



$
Total liabilities

$
628


$
628


$



$
        46




---



##### 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 31,2009


2008


2007Christmas

$
242,127


$
285,848


$
346,866All occasion


179,479



151,410



127,163Other seasonal


60,818



60,995



56,657Total

$
482,424


$
498,253


$
530,686     (14)
    RECENT
    ACCOUNTING PRONOUNCEMENTS  No. 107-1 28-1, FAS 107-1 28-1), FAS 107-1 28-1 FAS 107-1 28-1 FAS 107-1 28-1
    No. 142-3, FAS 142-3). FAS No. 142-3
 47




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FAS No. 142-3 FAS No. 142-3
      No. 06-10 (EITF 06-10). EITF 06-10 EITF 06-10 Form 10-K EITF 06-10
   48




---



##### Table of Contents



(15)
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)  Quarters2009

First


Second


Third


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

$
54,647


$
174,161


$
197,122


$
56,494Gross profit

$
16,934


$
44,707


$
49,155


$
15,513Net (loss) income

$
(4,496
)

$
10,504


$
16,412


$
(5,434
)Net (loss) income per common share:Basic(1)

$
(.44
)

$
1.05


$
1.69


$
(.57
)Diluted(1)

$
(.44
)

$
1.03


$
1.68


$
(.57
)   Quarters2008

First


Second


Third


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

$
46,802


$
172,882


$
222,170


$
56,399Gross profit

$
13,283


$
46,199


$
61,382


$
16,681Net (loss) income

$
(4,427
)

$
13,535


$
22,854


$
(6,604
)Net (loss) income per common share:Basic(1)

$
(.41
)

$
1.25


$
2.12


$
(.63
)Diluted(1)

$
(.41
)

$
1.22


$
2.07


$
(.63
)     (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.       49




---



##### 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.   50




---



##### Table of Contents



(d)
    Report of
    Independent Registered Public Accounting Firm.                     51




---



##### 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
    Accounting Fees and Services.   52




---



##### Table of Contents



Part IV  Item 15.
    Exhibits,
    Financial Statement Schedules.    Financial Statements
  Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets  March 31, 2009 and
    2008Consolidated Statements of Operations and Comprehensive
    Income  for the years ended March 31, 2009, 2008
    and 2007Consolidated Statements of Cash Flows  for the years
    ended March 31, 2009, 2008 and 2007Consolidated Statements of Stockholders Equity 
    for the years ended March 31, 2009, 2008 and 2007Notes 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

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
.2

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
.3

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). 53




---



##### Table of Contents



10
.4

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
.5

$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
.6

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
.7

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
.8

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
.9

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
.10

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).10
.11

First Amendment to Note Purchase Agreement 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
.12

Asset Purchase Agreement dated as of October 31, 2007,
    among CSS Industries, Inc., Delta Acquisition, LLC, C.R. Gibson,
    Inc. and the shareholders of C.R. Gibson, Inc. (incorporated by
    reference to Exhibit 2.1 to the Registrants Current
    Report on
    Form 8-K
    filed on December 7, 2007).10
.13

Closing letter dated November 30, 2007 by and among Delta
    Acquisition, LLC, CSS Industries, Inc. and C.R. Gibson, Inc., on
    behalf of itself and its shareholders (incorporated by reference
    to Exhibit 2.2 to the Registrants Current Report on
    Form 8-K
    filed on December 7, 2007).10
.14

Fifth Amendment to Receivables Purchase Agreement dated as of
    August 1, 2007 (incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    dated January 31, 2008).10
.15

Second Amendment dated March 25, 2009 to Note Purchase
    Agreement dated December 12, 2002 pertaining to $50,000,000
    4.48% Senior Notes due December 13, 2009 (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on March 31, 2009).10
.16

Asset Purchase Agreement dated August 1, 2008 among Granite
    Acquisition Corp., Lion Ribbon Company, Inc., Hampshire Paper
    Corp. and the Shareholders of Hampshire Paper Corp.
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on Form
    10-Q dated
    October 3, 2008).10
.17

Second Amended and Restated Loan Agreement dated
    November 21, 2008 among CSS Industries, Inc., the lenders
    party thereto and PNC Bank, National Association, as
    Administrative agent for the lenders party thereto (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    dated November 21, 2008).10
.18

Sixth Amendment to Receivables Purchase Agreement dated
    November 21, 2008 (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    dated February 5, 2009).10
.19

Seventh Amendment dated May 8, 2009 to Receivables Purchase
    Agreement dated April 30, 2001 (incorporated by reference
    to Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on May 14, 2009).Management Contracts, Compensatory Plans or Arrangements10
.20

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
.21

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
.22

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). 54




---



##### Table of Contents



10
.23

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
.24

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
.25

CSS Industries, Inc. Management Incentive Program (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    dated August 3, 2007).10
.26

CSS Industries, Inc. FY 2008 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 3, 2007).10
.27

CSS Industries, Inc. FY 2008 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 3, 2007).10
.28

CSS Industries, Inc. FY 2008 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 3, 2007).10
.29

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
.30

CSS Industries, Inc. FY2009 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 5, 2008).10
.31

CSS Industries, Inc. FY2009 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 5, 2008).10
.32

CSS Industries, Inc. FY2009 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 5, 2008).10
.33

CSS Industries, Inc. FY2009 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 5, 2008).10
.34

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
.35

Employment Agreement dated as of July 25, 2008 between CSS
    Industries, Inc. and Paul Quick (incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    dated October 30, 2008).10
.36

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
.37

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
.38

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
.39

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).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. 55




---



##### Table of Contents



*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. 56




---



##### Table of Contents



CSS
    INDUSTRIES, INC. AND SUBSIDIARIES
 SCHEDULE 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, 2009Accounts receivable allowances

$
5,291


$
6,178


$
39
(d)

$
6,342
(a)

$
5,166Accrued restructuring expenses


319



1,747







996
(c)


1,070Year ended March 31, 2008Accounts receivable allowances

$
4,850


$
4,542


$
997
(d)

$
5,098
(a)

$
5,291Accrued restructuring expenses


1,456



628







1,765
(b)


319Year ended March 31, 2007Accounts receivable allowances

$
4,119


$
4,086


$



$
3,355
(a)

$
4,850Accrued restructuring expenses


4



1,905







453
(c)


1,456     Notes:  (a)
    
    Includes amounts written off as uncollectible, net of recoveries.(b)
    
    Includes payments and non cash reductions.(c)
    
    Includes payments.(d)
    
    Balance at acquisition of C.R. Gibson. 57




---



##### Table of Contents



SIGNATURES         By
    /s/  Christopher
    J. Munyan  
       
  
     
  
     
      
      
      
      
      
      
     58