SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form
    10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    Commission file number
    001-09335
  
 SCHAWK, INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

66-0323724(I.R.S. Employer
    Identification No.)1695 South River Road
    Des Plaines, Illinois(Address of principal
    executive office)

60018(Zip
    Code)   847-827-9494 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12 (b) of
    the Act:
  Title of Each Class

Name of Exchange on Which RegisteredClass A Common Stock, $.008 par value

New York Stock Exchange   o þ
  o þ
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ




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##### 





SCHAWK,
    INC
  FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
  DECEMBER
    31, 2009
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


12Item 1B.

Unresolved Staff Comments


20Item 2.

Properties


20Item 3.

Legal Proceedings


21Item 4.

[Reserved]


22PART IIItem 5.

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


22Item 6.

Selected Financial Data


25Item 7.

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


25Item 7A.

Quantitative and Qualitative Disclosure about
    Market Risk


48Item 8.

Financial Statements and Supplementary Data


50Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


93Item 9A.

Controls and Procedures


93Item 9B.

Other Information


96PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


96Item 11.

Executive Compensation


96Item 12.

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


96Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


96Item 14.

Principal Accountant Fees and Services


96PART IVItem 15.

Exhibits and Financial Statement Schedules


97Signatures


102EX-10.31EX-21EX-23EX-31.1EX-31.2EX-32   2




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##### 



PART I  Item 1.
    Business  General
      point-of-sale
    sub-specialty mock-ups/sales point-of-sale
  tm
 3




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##### 




    ability to service our clients graphic requirements
    throughout the world;
    rapid turnaround and delivery times;
    comprehensive,
    up-to-date
    knowledge of the print specifications and capabilities of
    converters and printers located throughout the world;
    high quality design and creative capabilities with integrated
    production art expertise;
    consistent reproduction of brand equity across multiple
    packaging and promotional media;
    digital imaging asset management; and
    efficient workflow management resulting in globally competitive
    overall cost to the client.           4




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##### 



Graphic
    Services Industry
  Industry services. point-of-sale and/or
  Size of industry.
  start-ups
  Graphic services for consumer products
    companies. point-of-sale
 5




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##### 



over-the-counter point-of-sale point-of-sale
  Factors driving increased demand for our brand point
    management services.
  Our
    Services
    Graphic services.
  Brand strategy and design. start-ups
  Software. on-site tm
 6




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##### 



state-of-the-art
      Competitive
    Strengths
    The Company is a leader in a highly fragmented
    market.
  The Company has direct client
    relationships. on-site
  The Company has a comprehensive service
    offering.
 7




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##### 



The Company has unique global
    capabilities.
  The Company generates strong cash flow.
  Strategy
    Capitalizing on our enhanced platform.
  Matching our services to the needs of our
    clients.
  Pursuing acquisitions opportunistically.
  Acquisitions
  and/or
 8




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##### 




    expanding its geographic reach to Europe, Australia and India,
    which benefits its existing clients as they seek to establish
    global brand consistency; and
    increasing and expanding the scope of its global service
    offerings, such as creative design and high-end retouching,
    enhanced capabilities in serving life-sciences industry clients,
    and entering into new markets, such as retail and media.  non-U.S. divisions
  
    Effective December 31, 2008, the Company acquired
    100 percent of the outstanding stock of Brandmark
    International Holding B.V., a Netherlands-based brand identity
    and creative design firm, which has historically done business
    as DJPA. Brandmark provides services to consumer products
    companies through its locations in Hilversum, The Netherlands
    and London, United Kingdom.
    On May 31, 2008, the Company acquired Marque Brand
    Consultants Pty Ltd, an Australian-based brand strategy and
    creative design firm that provides services to consumer product
    companies.
    On September 1, 2007, the Company acquired Protopak
    Innovations, Inc., a Toronto, Canada company that produces
    prototypes and samples for the packaging industry.
    On August 1, 2007, the Company acquired Perks Design
    Partners Pty Ltd., an Australia-based brand strategy and
    creative design firm that provides services to consumer products
    companies.
    On August 1, 2007, the Company acquired the remaining
    10 percent of the outstanding stock of Schawk India, Ltd.
    from the minority shareholders. The Company had previously
    acquired 50 percent of a company currently known as Schawk
    India, Ltd. in February 2005 as part of its acquisition of Seven
    Worldwide, Inc. On July 1, 2006, the Company increased its
    ownership of Schawk India, Ltd. to 90 percent. Schawk
    India, Ltd. provides artwork management, premedia and print
    management services.
    On May 31, 2007, the Company acquired the operating assets
    of Benchmark Marketing Services, LLC, a Cincinnati, Ohio-based
    creative design agency that provides services to consumer
    product companies. The operations of Benchmark have been
    combined with those of Anthem Cincinnati.
    In July 2006, the Company acquired the operating assets of WBK,
    Inc., a Cincinnati, Ohio-based design agency that provides
    services to retailers and consumer products companies. This
    operating unit is now known as Anthem Cincinnati.    Marketing
    and Distribution
   9




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##### 



Clients
  on-site on-site
  back-to-school and/or
    Competition
  state-of-the-art
     10




---



##### 



Research
    and Development
  off-the-shelf tm 3-D
    Employees
    Backlog
    Seasonality
    and Cyclicality
  speed-to-market and/or and/or
 11




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##### 



Purchasing
    and Raw Materials
    Intellectual
    Property
  The Company owns no significant patents. 3-D,
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors  The
    Companys operating results may be adversely affected by
    issues that affect its clients spending decisions during
    periods of economic weakness or uncertainty.
     12




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##### 



The
    Company is subject to unpredictable order flows.
  project-by-project speed-to-market
  The
    Company operates in a highly competitive industry.
      The
    Company may not realize expected benefits from its technology
    enhancement, cost reduction and capacity utilization
    initiatives.
   13




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##### 



The
    Company may encounter difficulties arising from future
    acquisitions or consolidation efforts, which may adversely
    impact its business.
    
    difficulty in assimilating the operations and personnel of the
    acquired company with Schawks existing operations and
    realizing anticipated synergies;
    the loss of key employees or key clients of the acquired company;
    difficulty in maintaining uniform standards, controls,
    procedures and policies; and
    unrecorded liabilities of acquired companies that the Company
    failed to discover during its due diligence investigations.      The
    Company is dependent on certain key clients.
    The
    Companys clients could shift a significant portion of
    their marketing dollars from print to online at a level that
    exceeds Schawks current ability to deliver the online
    services they need at the volumes they require.
   14




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##### 



The
    Company remains susceptible to risks associated with
    technological and industry change, including risks based on the
    services it provides and may seek to provide in the future as a
    result of technological and industry changes.
    If the
    Company fails to maintain an effective system of disclosure and
    internal controls, it may not be able to accurately report its
    financial results and may incur substantial costs related to
    remediation of its internal controls.
  Form 10-K
    The
    Companys operating results fluctuate from quarter to
    quarter, which may cause the value of its stock to
    decline.
    
    timing of the completion of particular projects or orders;
    material reduction, postponement or cancellation of major
    projects, or the loss of a major client;
    timing and amount of new business;
    differences in order flows;
    sensitivity to the effects of changing economic conditions on
    its clients businesses; 15




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##### 




    the strength of the consumer products industry;
    the relative mix of different types of work with differing
    margins;
    costs relating to expansion or reduction of operations,
    including costs to integrate current and any future acquisitions;
    changes in interest costs, foreign currency exchange rates and
    tax rates; and
    costs associated with compliance with legal and regulatory
    requirements.    The
    United States Securities and Exchange Commission (the
    SEC) investigation may result in significant costs
    and expenses, may divert resources and could have a material
    adverse effect on the Companys business and results of
    operations.
    and/or
  Impairment
    charges have had and could continue to have a material adverse
    effect on the Companys financial results.
   16




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##### 



Currency
    exchange rate fluctuations could have an adverse effect on the
    Companys revenue, cash flows and financial
    results.
      The
    Companys foreign operations are subject to political,
    investment, currency, regulatory and other risks that could
    hinder it from transferring funds out of a foreign country,
    delay its debt service payments, cause its operating costs to
    increase and adversely affect its results of
    operations.
    
    local economic and market conditions;
    political, social and economic instability;
    war, civil disturbance or acts of terrorism;
    taking of property by nationalization or expropriation without
    fair compensation;
    adverse or unexpected changes in government policies and
    regulations;
    imposition of limitations on conversions of foreign currencies
    into U. S. dollars or remittance of dividends and other
    payments by foreign subsidiaries;
    imposition or increase of withholding and other taxes on
    remittances and other payments by foreign subsidiaries;
    rapidly rising inflation in certain foreign countries; and
    impositions or increase of investment and other restrictions or
    requirements by foreign governments.    Certain
    Schawk family members and affiliated trusts collectively own a
    significant interest in the Company and may collectively
    exercise their control in a manner that may be adverse to your
    interests.
   17




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##### 



The
    Company is subject to debt covenants under its debt arrangements
    that may restrict its operational flexibility and limit the
    Companys ability to take advantage of opportunities for
    growth.
    In the
    event the Company fails to comply with the debt covenants under
    its debt arrangements, it may not be able to obtain the
    necessary amendments or waivers, and its lenders could
    accelerate the payment of all outstanding amounts due under
    those arrangements.
     18




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##### 



The
    loss of key personnel could adversely affect the Companys
    current operations and its ability to achieve continued
    growth.
      Work
    stoppages and other labor relations matters, such as
    multi-employer pension withdrawal obligations, may make it
    substantially more difficult or expensive for the Company to
    produce its products and services, which could result in
    decreased sales or increased costs, either of which would
    negatively impact the Companys financial condition and
    results of operations.
    The
    price for the Companys common stock can be volatile and
    unpredictable.
    
    adverse information about, or the operating and stock price
    performance of, other companies in the Companys industry
    or companies that comprise its client base, such as consumer
    products companies;
    deterioration or adverse changes in general economic conditions;
    continued high levels of volatility in the stock markets due to,
    among other things, disruptions in the capital and credit
    markets; and
    announcements of new clients or service offerings by
    Schawks competitors.   19




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##### 



The
    Company may be subject to losses that might not be covered in
    whole or in part by existing insurance coverage. These uninsured
    losses could result in substantial liabilities to the Company
    that would negatively impact its financial
    condition.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Square

Owned/



LeaseLocation

Feet

Leased

Purpose

Expiration Date

Operating SegmentAtlanta, Georgia


28,705


Leased

Operating Facility

March, 2017

North AmericaAntwerp, Belgium


39,000


Owned

Operating Facility

N/A

EuropeBattle Creek, Michigan


7,262


Leased

Operating Facility

January, 2014

North AmericaBristol, U.K.


9,200


Leased

Vacant

September, 2014

EuropeCarlstadt, New Jersey


46,000


Vacant

Subletting

February, 2011

North AmericaChennai, India


37,000


Leased

Operating Facility

October, 2011

Asia PacificChicago, Illinois


68,146


Leased

Operating Facility

June, 2012

North AmericaChicago, Illinois


42,000


Leased

Vacant

June, 2019

North AmericaChicago, Illinois


58,800


Leased

Operating Facility

September, 2015

North AmericaCincinnati, Ohio


74,200


Leased

Operating Facility

August, 2014

North AmericaCincinnati, Ohio


32,610


Leased

Operating Facility

June, 2015

North AmericaCrystal Lake, Illinois


5,880


Owned

Vacant

N/A

North AmericaDes Plaines, Illinois


18,200


Owned

Executive Offices

N/A

North AmericaDes Plaines, Illinois


54,751


Leased

Operating Facility

March, 2010(1)

North AmericaDusseldorf, Germany


2,300


Leased

Operating Facility

October, 2012

EuropeHilversum, Netherlands


5,250


Leased

Operating Facility

October,  2011

EuropeKalamazoo, Michigan


67,000


Owned

Operating Facility

N/A

North AmericaLeeds, U.K.


16,200


Leased

Operating Facility

January, 2010

EuropeLeeds, U.K.


4,400


Leased

Operating Facility

December, 2013

EuropeLondon, U.K.


42,700


Leased

Operating Facility

March, 2015

EuropeLondon, U.K.


3,500


Leased

Operating Facility

June, 2010

EuropeLos Angeles, California


100,500


Owned

Operating Facility

N/A

North AmericaManchester, U.K.


45,200


Leased

Operating Facility

September, 2023

EuropeMeerhout, Belgium


5,900


Leased

Operating Facility

July, 2010

EuropeMinneapolis, Minnesota


31,000


Owned

Operating Facility

N/A

North AmericaMississauga, Canada


58,000


Leased

Operating Facility

December, 2014

North AmericaMt. Olive, New Jersey


12,904


Leased

Operating Facility

August, 2012

North America 20




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##### 



Square

Owned/



LeaseLocation

Feet

Leased

Purpose

Expiration Date

Operating SegmentNorth Ryde, Australia


13,900


Leased

Operating Facility

May, 2011

Asia PacificNew Berlin, Wisconsin


43,000


Leased

Operating Facility

June, 2013

North AmericaNew York, New York


52,500


Leased

Subletting

December, 2012

North AmericaNew York, New York


8,000


Leased

Subletting

December, 2010

North AmericaNew York, New York


15,000


Leased

Operating Facility

Month-to-month

North AmericaNew York, New York


5,000


Leased

Operating Facility

April, 2010

North AmericaNewcastle, U.K.


17,000


Leased

Operating Facility

September, 2010

EuropePenang, Malaysia


38,000


Owned

Operating Facility

N/A

Asia PacificPlano, Texas


12,287


Leased

Subletting

December, 2011

North AmericaQueretaro, Mexico


18,000


Owned

Operating Facility

N/A

North AmericaRedmond, Washington


24,236


Leased

Operating Facility

April, 2017

North AmericaRoseville, Minnesota


28,000


Leased

Operating Facility

May, 2011

North AmericaSan Francisco, California


20,141


Leased

Operating Facility

August, 2013

North AmericaSan Francisco, California


13,530


Leased

Operating Facility

October, 2014

North AmericaShanghai, China


19,400


Leased

Operating Facility

November, 2011

Asia PacificShenzhen, China


7,100


Leased

Operating Facility

December, 2010

Asia PacificShenzhen, China


11,300


Leased

Operating Facility

July, 2010

Asia PacificSingapore


7,750


Leased

Operating Facility

August, 2010

Asia PacificStamford, Connecticut


20,000


Leased

Operating Facility

August, 2010

North AmericaSterling Heights, Michigan


26,400


Leased

Operating Facility

December, 2012

North AmericaSurry Hills, Australia


3,900


Leased

Operating Facility

June, 2010

Asia PacificSwindon, U.K.


39,000


Leased

Subletting

September, 2018

EuropeTokyo, Japan


900


Vacant

Operating Facility

April, 2010

Asia PacificTokyo, Japan


1,884


Leased

Operating Facility

April, 2012

Asia PacificToronto, Ontario, Canada


8,300


Leased

Operating Facility

January, 2010

North AmericaToronto, Ontario, Canada


17,500


Leased

Operating Facility

November, 2011

North AmericaToronto, Ontario, Canada


13,604


Leased

Operating Facility

February, 2013

North AmericaYork, U.K.


8,440


Leased

Operating Facility

December, 2010

Europe     (1)
    
    The Company and the lessor of this property expect to enter into
    a new lease for this property on or prior to March 31, 2010
    with a lease expiration date of March, 2015.  Item 3.
    Legal
    Proceedings     21




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##### 



Item 4.
    [Reserved] PART II  Item 5.
    Market
    for the Registrants Common Stock, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Stock
    Prices
      Quarter Ended

2009 High/Low

2008 High/LowMarch 31

$
11.75  5.18


$
16.70  12.79June 30


8.38  5.92



17.49  11.88September 30


12.82  6.44



18.61    9.92December 31


13.82  9.38



15.11  10.25   Dividends
    Declared Per Class A Common Share
  Quarter Ended

2009


2008March 31

$
0.0325


$
0.0325June 30


0.0100



0.0325September 30


0.0100



0.0325December 31


0.0100



0.0325Total

$
0.0625


$
0.1300  22




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##### 



Comparison
    of 5 Year Cumulative Total Return
    Assumes Initial Investment of $100*
  
  *
    
    Assumes $100 invested at the close of trading December 31,
    2004 in Schawk, Inc. common stock, Russell 2000 Index, the Peer
    Group Index, and the Morgan Stanley Consumer Index. Cumulative
    total return assumes reinvestment of dividends. 23




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##### 



Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities





Under Equityto be Issued Upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(Excluding SharesOutstanding Options,


Outstanding Options,


Reflected in the FirstPlan Category

Warrants and Rights


Warrants and Rights


Column)Equity compensation plans approved by security holders


2,505


$
12.81



1,377Equity compensation plans not approved by security holders










Total


2,505


$
12.81



1,377   Purchases
    of Equity Securities by the Company
      No. SharesAvg.


Purchased asTotal No.


Price


Part of Publicly


Dollar Value of SharesShares


Paid Per


Announced


that may be PurchasedPeriod

Purchased


Share


Program


Under ProgramJanuary


199


$
9.47



199



NAFebruary


190


$
8.41



190



NAMarch


100


$
7.82



100



NA4/1 - 6/30














7/1 - 9/30














10/1 - 12/31














2009 Total


489


$
8.72



489



  24




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##### 



Item 6.
    Selected
    Financial Data  Year Ended December 31,2009

2008

2007

2006(1)

2005(2)(In thousands, except per share amounts)Consolidated Statement of Operations InformationNet sales

$
452,446


$
494,184


$
544,409


$
546,118


$
565,485Operating income (loss)

$
35,784


$
(56,555
)

$
60,173


$
54,912


$
53,562Income (loss) from continuing operations

$
19,497


$
(60,006
)

$
30,598


$
25,949


$
28,522Earnings (loss) per common share from continuing operations:Basic

$
0.78


$
(2.24
)

$
1.14


$
0.98


$
1.12Diluted

$
0.78


$
(2.24
)

$
1.10


$
0.95


$
1.06Consolidated Balance Sheet InformationTotal assets

$
416,219


$
440,353


$
534,987


$
530,760


$
552,611Long-term debt

$
64,707


$
112,264


$
105,942


$
140,763


$
169,579Other DataCash dividends per common share

$
0.0625


$
0.13


$
0.13


$
0.13


$
0.13     (1)
    
    Consolidated Statement of Operations and Balance Sheet
    Information was impacted by the disposition of the Book and
    Catalogue operations on February 28, 2006. This disposition
    impacts the information presented above for years 2006 and 2005.(2)
    
    Consolidated Statement of Operations and Consolidated Balance
    Sheet Information was impacted by the acquisition of Seven on
    January 31, 2005 and the acquisition of Winnetts on
    December 31, 2004.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Thousands of dollars, except per share amounts)
  Cautionary
    Statement Regarding Forward-Looking Information
   25




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##### 



Executive
    overview
    
    Strategic Analysis
    Planning and Messaging
    Conceptual Design
    Content Creation
    File Building
    Retouching
    Art Production
    Pre-Media    Back-to-School,
     26




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##### 



Recent
    Acquisitions
    Brandmark International Holding B.V.
  Marque Brand Consultants Pty Ltd.
  Protopak Innovations, Inc.
  Perks Design Partners Pty Ltd.
  Benchmark Marketing Services, LLC.
 27




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##### 



Schawk India, Ltd.
  WBK, Inc.
  Anthem York.
  Seven Worldwide, Inc.
    Winnetts.
   28




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##### 



Financial
    Results Overview
        Goodwill
    impairment
         29




---



##### 



Cost
    reduction and capacity utilization actions
      North





AsiaAmerica


Europe


Pacific


Corporate


Total(In millions)Year ended December 31, 2009

$
3.6


$
1.4


$
1.0


$
0.5


$
6.5Year ended December 31, 2008


5.7



3.6



0.2



0.9



10.4Cumulative since program inception

$
9.3


$
5.0


$
1.2


$
1.4


$
16.9     Multiemployer
    pension withdrawal expense
    Impairment
    of long lived assets
   30




---



##### 



350-40,
    Restatement
    of Prior Period Financial Statements
  Form 10-K
    Controls
    and Procedures
  work-in-process
 31




---



##### 



Results
    of Operations
  Consolidated
    Schawk,
    Inc.
  Comparative
    Consolidated Statements of Operations
 Years
    Ended December 31, 2009 and 2008
  $



%2009


2008


Change



Change(In thousands)Net sales

$
452,446


$
494,184


$
(41,738
)



(8.4
)%Cost of sales


281,372



329,814



(48,442
)



(14.7
)%Gross profit


171,074



164,370



6,704




4.1
%Gross profit percentage


37.8
%


33.3
%Selling, general and administrative expenses


130,576



148,596



(18,020
)



(12.1
)%Acquisition integration and restructuring expenses


6,459



10,390



(3,931
)



(37.8
)%Indemnity settlement income


(4,986
)






(4,986
)



nmMultiemployer pension withdrawal expense


1,800



7,254



(5,454
)



(75.2
)%Impairment of long-lived assets


1,441



6,644



(5,203
)



(78.3
)%Impairment of goodwill






48,041



(48,041
)



nmOperating income (loss)


35,784



(56,555
)


92,339




nmOperating margin percentage


7.9
%


(11.4
%)Other income (expense):Interest income


535



291



244




83.8
%Interest expense


(9,225
)


(6,852
)


(2,373
)



(34.6
)%(8,690
)


(6,561
)


(2,129
)



32.4
%Income (loss) before income taxes


27,094



(63,116
)


90,210




nmIncome tax provision (benefit)


7,597



(3,110
)


10,707




nmNet income (loss)

$
19,497


$
(60,006
)

$
79,503




nmEffective income tax rate


28.0
%


4.9
%Expressed as a percentage of Net Sales:Gross margin


37.8
%


33.3
%


450

bptsSelling, general and administrative expense


28.9
%


30.1
%


(120
)
bptsMultiemployer pension withdrawal expense


0.4
%


1.5
%


(110
)
bptsImpairment of goodwill






9.7
%


(970
)
bptsIndemnity settlement


(1.1
)%






(110
)
bptsAcquisition integration and restructuring expenses


1.4
%


2.1
%


(70
)
bptsImpairment of long-lived assets


0.3
%


1.3
%


(100
)
bptsOperating margin (loss)


7.9
%


(11.4
)%


1,930

bpts       Net sales
 32




---



##### 



period-over-period period-over-period
    Gross profit
  Selling, general and administrative expenses
  Operating income (loss)
  Interest expense
  Income tax provision (benefit)
 33




---



##### 



Other
    Information
        Schawk,
    Inc.
  Comparative
    Consolidated Statements of Operations
 Years
    Ended December 31, 2008 and 2007
  $



%2008


2007


Change



Change(In thousands)Net sales

$
494,184


$
544,409


$
(50,225
)



(9.2
)%Cost of sales


329,814



352,015



(22,201
)



(6.3
)%Gross profit


164,370



192,394



(28,024
)



(14.6
)%Gross profit percentage


33.3
%


35.3
%Selling, general and administrative expenses


148,596



131,024



17,572




13.4
%Impairment of goodwill


48,041







48,041




nmAcquisition integration and restructuring expenses


10,390







10,390




nmMultiemployer pension withdrawal expense


7,254







7,254




nmImpairment of long-lived assets


6,644



1,197



5,447




nmOperating income (loss)


(56,555
)


60,173



(116,728
)



nmOperating margin percentage


(11.4
%)


11.1
%Other income (expense):Interest income


291



297



(6
)



(2.0
)%Interest expense


(6,852
)


(9,214
)


2,362




(25.6
)%(6,561
)


8,917
)


2,356




(26.4
)%Income (loss) before income taxes


(63,116
)


51,256



(114,372
)



nmIncome tax provision (benefit)


(3,110
)


20,658



(23,768
)



nmNet income (loss)

$
(60,006
)

$
30,598


$
(90,604
)



nmEffective income tax rate


4.9
%


40.3
%Expressed as a percentage of Net Sales:Gross margin


33.3
%


35.3
%


(200
)
bptsSelling, general and administrative expense


30.1
%


24.1
%


600

bptsMultiemployer pension withdrawal expenses


1.5
%






150

bptsImpairment of goodwill


9.7
%






970

bptsAcquisition integration and restructuring expenses


2.1
%






210

bptsImpairment of long-lived assets


1.3
%


0.2
%


110

bptsOperating margin


(11.4
)%


11.1
%


(2,250
)
bpts  34




---



##### 



Net sales
    Gross profit
  Selling, general and administrative expenses
  Operating income (loss)
    Interest expense
  Income tax provision (benefit)
  Other
    Information
     35




---



##### 



Segment
    Information
    North
    America Segment
    2009 vs. 2008

2008 vs. 2007Increase (Decrease)

Increase (Decrease)2009

2008

2007

$

%

$

%(In thousands)Net Sales

$
390,713


$
425,055


$
472,922


$
(34,342
)


(8.1
)%

$
(47,867
)


(10.1
)%Acquisition integration and restructuring expenses

$
3,614


$
5,701






$
(2,087
)


(36.6
)%

$
5,701



nmGoodwill impairment charges





$
14,334






$
(14,334
)


nm


$
14,334



nmImpairment of long-lived assets

$
1,366


$
4,308


$
1,111


$
(2,942
)


(68.3
)%

$
3,197



nmDepreciation and amortization

$
11,601


$
12,783


$
12,778


$
(1,182
)


(9.2
)%

$
5



nmOperating income

$
56,734


$
23,848


$
66,381


$
32,886



nm


$
(42,533
)


(64.1
)%Operating margin


14.5
%


5.6
%


14.0
%






890
bpts






(930
) bptsCapital expenditures

$
3,653


$
10,404


$
10,216


$
(6,751
)


(64.9
)%

$
188



1.8
%Total assets

$
320,655


$
328,494


$
387,396


$
(7,839
)


(2.4
)%

$
(58,902
)


(15.2
)%       2009
    compared to 2008
  period-over-period period-over-period
    2008
    compared to 2007
  period-over-period
 36




---



##### 



Europe
    Segment
    2009 vs. 2008

2008 vs. 2007Increase (Decrease)

Increase (Decrease)2009

2008

2007

$

%

$

%(In thousands)Net Sales

$
67,409


$
71,040


$
79,916


$
(3,631
)


(5.1
)%

$
(8,876
)


(11.1
)%Acquisition integration and restructuring expenses

$
1,400


$
3,552






$
(2,152
)


(60.6
)%

$
3,552



nmGoodwill impairment charges





$
32,703






$
(32,703
)


nm


$
32,703



nmImpairment of long-lived assets

$
75










$
75



nm







nmDepreciation and amortization

$
3,075


$
3,344


$
3,767


$
(269
)


8.0
%

$
(423
)


(11.2
)%Operating income (loss)

$
3,836


$
(37,324
)

$
6,531


$
41,160



nm


$
(43,855
)


nmOperating margin


5.7
%


(52.5
)%


8.2
%






5,820
bpts






(6,060
) bptsCapital expenditures

$
618


$
2,233


$
765


$
(1,615
)


(72.3
)%

$
1,468



nmTotal assets

$
44,508


$
46,554


$
78,427


$
(2,046
)


(4.4
)%

$
(31,873
)


(40.6
)%       2009
    compared to 2008
  period-over-period
    2008
    compared to 2007
  period-over-period
 37




---



##### 



Asia
    Pacific Segment
    2009 vs. 2008

2008 vs. 2007Increase (Decrease)

Increase (Decrease)2009

2008

2007

$

%

$

%(In thousands)Net Sales

$
29,348


$
28,630


$
28,613


$
718



2.5
%

$
17



0.1
%Acquisition integration and restructuring expenses

$
992


$
248






$
744



nm


$
248



nmGoodwill impairment charges





$
1,004






$
(1,004
)


nm


$
1,004



nmDepreciation and amortization

$
1,008


$
935


$
752


$
73



7.8
%

$
183



24.3
%Operating income

$
7,389


$
1,366


$
5,513


$
6,023



nm


$
(4,147
)


(75.2
)%Operating margin


25.2
%


4.8
%


19.3
%






2,040
bpts






(1,450
) bptsCapital expenditures

$
898


$
1,425


$
317


$
(527
)


(37.0
)%

$
1,108



nmTotal assets

$
21,839


$
29,073


$
27,098


$
(7,234
)


(24.9
)%

$
1,975



7.3
%       2009
    compared to 2008
  period-over-period
    2008
    compared to 2007
     38




---



##### 



Liquidity
    and Capital Resources
      Cash
    provided by operating activities
  year-over-year
    Cash used
    in investing activities
  year-over-year.
  Cash used
    in financing activities
   39




---



##### 



Revolving
    Credit Facility, Note Purchase Agreements and Other Debt
    Arrangements
  Borrowings
    and Debt Agreements at December 31, 2009
       40




---



##### 



2009
    Amendments to Revolving Credit Facility and Note Purchase
    Agreements
    
    reduced the size of the Companys revolving credit facility
    by $32.5 million, from $115.0 million (expandable to
    $125.0 million) to $82.5 million;
    after the payment of $2.6 million in June 2009, the size of
    the Companys revolving credit facility was further reduced
    to $80.0 million;
    increased the Companys maximum permitted cash-flow
    leverage ratio from 3.25 to 5.00 for the first quarter of 2009,
    decreasing to 3.00 in the fourth quarter of 2009 and thereafter;
    amended the credit facilitys pricing terms, including
    increasing the interest rate margin applicable on the revolving
    credit facility indebtedness to a variable rate of LIBOR plus
    300 to 450 basis points (bpts), depending on
    the cash flow leverage ratio, and set the minimum LIBOR at
    2.0 percent;
    increased the unused revolver commitment fee rate to
    50 bpts per year;
    increased the interest rate on indebtedness outstanding under
    each of the notes outstanding under the Companys note
    agreements by 400 bpts;
    reset the Companys minimum quarterly fixed charge coverage
    ratio;
    prohibit the Company from repurchasing its shares without lender
    consent and restrict future dividend payments by the Company
    (beginning with the first dividend declared after March,
    2009) to an aggregate $0.3 million per fiscal quarter,
    or approximately $0.01 per share based on the number of shares
    of common stock currently outstanding;
    required the Company to obtain lender approval of any
    acquisitions;
    revised the Companys minimum consolidated net worth
    covenant to be based on 90 percent of the Companys
    consolidated net worth as of March 31, 2009;
    reduced the amount of the Companys permitted capital
    expenditures to $17.5 million, from $25.0 million,
    during any fiscal year; and
    provided a waiver for any noncompliance with certain financial
    covenants, as well as covenants relating to (i) the
    reduction of indebtedness within prescribed time periods using
    the proceeds of a previously completed asset sale, (ii) the
    payment of dividends, and (iii) the delivery of the
    Companys annual and quarterly financial statements for the
    periods ended December 31, 2008 and March 31, 2009,
    respectively, within prescribed time periods. 41




---



##### 



2010
    Revolving Credit Facility Refinancing and Note Purchase
    Agreement Amendments
             42




---



##### 



Seasonality
    Off-Balance
    Sheet Arrangements and Contractual Obligations
        Payments Due by PeriodLess








Morethan 1


1-3


3-5


than 5Contractual Obligations

Total


Year


Years


Years


Years(In thousands)Debt obligations

$
77,565


$
12,858


$
60,406


$
4,301


$
Interest on debt(1)


8,693



4,467



3,841



385



Operating lease obligations


57,076



13,079



22,371



13,826



7,800Purchase obligations


8,445



7,415



1,030







Deferred compensation


2,061



62



31



31



1,937Multiemployer pension withdrawal


9,200



9,200











Uncertain tax positions(2)


















Total

$
163,040


$
47,081


$
87,679


$
18,543


$
9,737     (1)
    
    Reflects scheduled interest payments on fixed-rate debt.
    Variable-rate interest on approximately $19,850 of variable rate
    debt under its revolving credit agreement as of
    December 31, 2009 is excluded because regular interest
    payments are not scheduled and fluctuate depending on
    outstanding principal balance and market-rate interest levels.(2)
    
    As of December 31, 2009, the Companys total liability for
    uncertain tax positions was $18,137, including $1,878 of accrued
    interest and penalties. Due to the high degree of uncertainty
    regarding the timing of potential future cash flows associated
    with these liabilities, the Company was unable to make a
    reasonably reliable estimate of the amount and period in which
    these liabilities might be paid. 43




---



##### 



Critical
    accounting policies and estimates
    Accounts Receivable.
  Impairment of Long-Lived Assets.
  Goodwill and Other Acquired Intangible
    Assets.
 44




---



##### 



Income Taxes.
 45




---



##### 



Exit Reserves.
  New
    Accounting Pronouncements
  No. 2009-13, 2009-14 , 2009-13, 2009-14, 2009-14 2009-13 2009-13 2009-14
  The FASB Accounting Standards
    Codificationtm tm
 46




---



##### 



No. 2010-09,
  805-20,
  
    Requires that assets acquired and liabilities assumed in a
    business combination that arise from contingencies be recognized
    at fair value if fair value can be reasonably estimated. If fair
    value of such an asset or liability cannot be reasonably
    estimated, the asset or liability would generally be recognized
    in accordance with the Contingencies Topic of the Codification,
    ASC 450;
    Eliminates the requirement to disclose an estimate of the range
    of outcomes of recognized contingencies at the acquisition date.
    For unrecognized contingencies, the FASB decided to require that
    entities include only the disclosures required by the
    Contingencies Topic of the Codification, ASC 450, and that those
    disclosures be included in the business combination footnote;
    Requires that contingent consideration arrangements of an
    acquiree assumed by the acquirer in a business combination be
    treated as contingent consideration of the acquirer and should
    be initially and subsequently measured at fair value in
    accordance with ASC
    805-20.  805-20 805-20
  350-30-55,
   47




---



##### 



805-10-65,
  810-10-45, 810-10-45
  Impact of
    Inflation
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Exposure
    Foreign
    Exchange Exposure
   48




---



##### 



49




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Financial Statements
  PageReport of Independent Registered Public
    Accounting Firm


51Financial Statements:Consolidated Balance Sheets 
    December 31, 2009 and 2008


52Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008 and 2007


53Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008 and 2007


54Consolidated Statements of Stockholders
    Equity  Years Ended December 31, 2009, 2008 and
    2007


55Notes to Consolidated Financial Statements


56Financial Statement Schedule:SCHEDULE II  Valuation
    Reserves


101  50




---



##### 



Report of
    Independent Registered Public Accounting Firm  
            
 51




---



##### 



Schawk,
    Inc.
    Consolidated Balance Sheets  December 31,


December 31,2009


2008(In thousands, exceptshare amounts)ASSETSCurrent assets:Cash and cash equivalents

$
12,167


$
20,205Trade accounts receivable, less allowance for doubtful accounts
    of $1,619 in 2009 and $3,138 in 2008


88,822



83,218Inventories


20,536



23,617Prepaid expenses and other current assets


8,192



11,243Income tax receivable


2,565



3,348Assets held for sale






6,555Deferred income taxes


992



2,765Total current assets


133,274



150,951Property and equipment, net


50,247



58,325Goodwill


187,664



184,037Other intangible assets, net


37,605



39,125Deferred income taxes


1,424



2,752Other assets


6,005



5,163Total assets

$
416,219


$
440,353LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable

$
16,957


$
20,694Accrued expenses


64,079



51,934Deferred income taxes


205



82Income taxes


14,600



Current portion of long-term debt


12,858



23,563Total current liabilities


108,699



96,273Long-term liabilities:Long-term debt


64,707



112,264Deferred income taxes


2,059



1,858Other long-term liabilities


15,920



29,137Total long-term liabilities


82,686



143,259Stockholders equity:Common stock, $0.008 par value, 40,000,000 shares
    authorized, 29,855,796 and 29,478,456 shares issued at
    December 31, 2009 and 2008, respectively, 25,108,894 and
    25,218,566 shares outstanding at December 31, 2009 and
    2008, respectively


220



217Additional paid-in capital


191,701



187,801Retained earnings


85,953



68,016Accumulated comprehensive income, net


7,804



1,368285,678



257,402Treasury stock, at cost, 4,746,902 and 4,259,890 shares of
    common stock at December 31, 2009 and 2008, respectively


(60,844
)


(56,581
)Total stockholders equity


224,834



200,821Total liabilities and stockholders equity

$
416,219


$
440,353    52




---



##### 



Schawk,
    Inc.
    Consolidated Statements of Operations  Years Ended December 31,2009


2008


2007(In thousands, except per share amounts)Net sales

$
452,446


$
494,184


$
544,409Cost of sales


281,372



329,814



352,015Gross profit


171,074



164,370



192,394Selling, general, and administrative expenses


130,576



148,596



131,024Acquisition integration and restructuring expenses


6,459



10,390



Indemnity settlement income


(4,986
)






Multiemployer pension withdrawal expense


1,800



7,254



Impairment of long-lived assets


1,441



6,644



1,197Impairment of goodwill






48,041



Operating income (loss)


35,784



(56,555
)


60,173Other income (expense):Interest income


535



291



297Interest expense


(9,225
)


(6,852
)


(9,214
)(8,690
)


(6,561
)


(8,917
)Income (loss) before income taxes


27,094



(63,116
)


51,256Income tax provision (benefit)


7,597



(3,110
)


20,658Net income (loss)

$
19,497


$
(60,006
)

$
30,598Earnings (loss) per share:Basic

$
0.78


$
(2.24
)

$
1.14Diluted

$
0.78


$
(2.24
)

$
1.10Weighted average number of common and common equivalent
    shares outstanding:Basic


24,966



26,739



26,869Diluted


25,001



26,739



27,701Dividends per Class A common share

$
0.0625


$
0.13


$
0.13    53




---



##### 



Schawk,
    Inc.



Consolidated
    Statements of Cash Flows  Years Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activitiesNet income (loss)

$
19,497


$
(60,006
)

$
30,598Adjustments to reconcile net income (loss) to cash provided by
    operating activities:Depreciation


13,924



16,693



17,574Amortization


4,729



4,058



3,779Impairment of goodwill






48,041



Impairment of long-lived assets


1,441



6,644



1,197Non-cash restructuring charge


210



628



Deferred income taxes


3,200



(8,452
)


1,323Amortization of deferred financing fees


1,027



168



437Loss (gain) on sale of equipment


(111
)


362



(852
)Share-based compensation expense


1,737



1,385



1,011Tax benefit from stock options exercised


(222
)


(100
)


(608
)Changes in operating assets and liabilities, net of effects from
    acquisitions:Trade accounts receivable


(3,278
)


25,184



21,204Inventories


3,576



(2,936
)


883Prepaid expenses and other assets


1,438



969



(4,408
)Trade accounts payable, accrued expenses and other liabilities


(539
)


3,075



(5,884
)Income taxes


9,801



(2,465
)


4,175Net cash provided by operating activities


56,430



33,248



70,429Cash flows from investing activitiesProceeds from disposal of property and equipment


5,087



1,189



2,605Purchases of property and equipment


(5,257
)


(14,912
)


(18,121
)Acquisitions, net of cash acquired


(739
)


(12,784
)


(21,384
)Other


(19
)


309



(261
)Net cash used in investing activities


(928
)


(26,198
)


(37,161
)Cash flows from financing activitiesIssuance of common stock


1,945



2,208



4,116Proceeds from issuance of long-term debt


113,081



185,479



133,220Payments of long-term debt including current maturities


(171,343
)


(157,446
)


(166,665
)Tax benefit from stock options exercised


222



100



608Payment of deferred financing fees


(1,243
)


(89
)


Cash dividends


(1,547
)


(3,411
)


(3,474
)Purchase of common stock


(4,277
)


(27,430
)


(42
)Net cash used in financing activities


(63,162
)


(589
)


(32,237
)Effect of foreign currency rate changes


(378
)


1,990



546Net increase (decrease) in cash and cash equivalents


(8,038
)


8,451



1,577Cash and cash equivalents beginning of period


20,205



11,754



10,177Cash and cash equivalents end of period

$
12,167


$
20,205


$
11,754Supplementary cash flow disclosures:Dividends issued in the form of Class A common stock

$
13


$
24


$
24Cash paid for interest

$
6,446


$
5,494


$
7,574Cash paid (refunds received) for income taxes, net

$
(5,082
)

$
6,481


$
15,923    54




---



##### 



Schawk,
    Inc.
    Consolidated Statements of Stockholders Equity
    Years Ended December 31, 2007, 2008 and 2009  Class ACommon


Class A


Additional





Accumulated





TotalShares


Common


Paid-In


Retained


Comprehensive


Treasury


StockholdersOutstanding


Stock


Capital


Earnings


Income (Loss)


Stock


Equity(In thousands, except share amounts)Balance at December 31, 2006


26,620,810


$
212


$
178,432


$
105,060


$
6,655


$
(29,160
)

$
261,199Net income














30,598











30,598Foreign currency translation adjustment


















7,507







7,507Total comprehensive income


























38,105Adoption of ASC 740










(53
)


(703
)










(756
)Sale of Class A common stock


345,754



3



3,266















3,269Tax benefit from stock options exercised










608















608Purchase of Class A treasury stock


(2,146
)


















(42
)


(42
)Stock issued under employee stock purchase plan


47,683



1



846















847Share-based compensation expense










1,011















1,011Issuance of Class A common stock under dividend
    reinvestment program


1,381











(24
)






26



2Cash dividends














(3,474
)










(3,474
)Balance at December 31, 2007


27,013,482



216



184,110



131,457



14,162



(29,176
)


300,769Net loss














(60,006
)










(60,006
)Foreign currency translation adjustment


















(12,794
)






(12,794
)Total comprehensive loss


























(72,800
)Sale of Class A common stock


142,533



1



1,431















1,432Tax benefit from stock options exercised










100















100Purchase of Class A treasury stock


(2,000,000
)


















(27,430
)


(27,430
)Stock issued under employee stock purchase plan


60,657







775















775Share-based compensation expense










1,385















1,385Issuance of Class A common stock under dividend
    reinvestment program


1,894











(24
)






25



1Cash dividends














(3,411
)










(3,411
)Balance at December 31, 2008


25,218,566



217



187,801



68,016



1,368



(56,581
)


200,821Net income














19,497











19,497Foreign currency translation adjustment


















6,436







6,436Total comprehensive income


























25,933Sale of Class A common stock


309,997



2



1,387















1,389Tax benefit from stock options exercised










222















222Purchase of Class A treasury stock


(488,700
)


















(4,277
)


(4,277
)Stock issued under employee stock purchase plan


69,031



1



554















555Share-based compensation expense










1,737















1,737Issuance of Class A common stock under dividend
    reinvestment program














(13
)






14



1Cash dividends














(1,547
)










(1,547
)Balance at December 31, 2009


25,108,894


$
220


$
191,701


$
85,953


$
7,804


$
(60,844
)

$
224,834    55




---



##### 



Schawk,
    Inc.



Notes to
    Consolidated Financial Statements

(In
    thousands, except per share data)  Note 1 
    Significant
    Accounting Policies  Basis of
    Presentation
    Principles
    of Consolidation
    Cash
    Equivalents
    Accounts
    Receivable and Concentration of Credit Risk
    Inventories
  made-to-order Work-in-process
    Property
    and Equipment
   56




---



##### 



Goodwill
        Software
    Developed for Internal Use
  350-40.
  350-40
  Software
    Developed for Sale to Customers
  985-20.
 57




---



##### 



Long-lived
    Assets
      Revenue
    Recognition
  Revenue Recognition
  and/or 605-25. 605-25
  985-605.
  Vendor
    Rebates
  605-50,
 58




---



##### 



Customer
    Rebates
    Shipping
    and Handling Fees and Costs
  jobs-in-progress
  Income
    Taxes
          Use of
    Estimates
   59




---



##### 



Foreign
    Currency Translation
    Fair
    Value Measurements
    
    Level 1  Quoted prices in active markets for
    identical assets or liabilities. These are typically obtained
    from real-time quotes for transactions in active exchange
    markets involving identical assets.
    Level 2  Inputs, other than quoted prices
    included within Level 1, which are observable for the asset
    or liability, either directly or indirectly. These are typically
    obtained from readily-available pricing sources for comparable
    instruments.
    Level 3  Unobservable inputs, where there is
    little or no market activity for the asset or liability. These
    inputs reflect the reporting entitys own assumptions of
    the data that market participants would use in pricing the asset
    or liability, based on the best information available in the
    circumstances.    December 31,2009

2008Fair value of fixed-rate notes payable

$
57,449


$
65,262Carrying value of fixed-rate notes payable

$
56,533


$
69,286       Stock
    Based Compensation
   60




---



##### 



New
    Accounting Pronouncements
  No. 2009-13, 2009-14 , 2009-13, 2009-14, 2009-14 2009-13 2009-13 2009-14
  The FASB Accounting Standards
    Codificationtm tm
  No. 2010-09,
 61




---



##### 



805-20,
  
    Requires that assets acquired and liabilities assumed in a
    business combination that arise from contingencies be recognized
    at fair value if fair value can be reasonably estimated. If fair
    value of such an asset or liability cannot be reasonably
    estimated, the asset or liability would generally be recognized
    in accordance with the Contingencies Topic of the Codification,
    ASC 450;
    Eliminates the requirement to disclose an estimate of the range
    of outcomes of recognized contingencies at the acquisition date.
    For unrecognized contingencies, the FASB decided to require that
    entities include only the disclosures required by the
    Contingencies Topic of the Codification, ASC 450, and that those
    disclosures be included in the business combination footnote;
    Requires that contingent consideration arrangements of an
    acquiree assumed by the acquirer in a business combination be
    treated as contingent consideration of the acquirer and should
    be initially and subsequently measured at fair value in
    accordance with ASC
    805-20.  805-20 805-20
  350-30-55,
    805-10-65,
 62




---



##### 



810-10-45, 810-10-45
  Note 2 
    Acquisitions  Brandmark
    International Holding B.V.
        Accounts receivable

$
1,193Inventory


3Other current assets


78Fixed assets


146Goodwill


7,427Customer relationships


5,008Trade names


56Accounts payable


(472
)Accrued expenses


(634
)Income tax payable


(134
)Deferred income taxes


(840
)Other long term liabilities


(1,805
)Total cash paid at closing, net of $430 cash acquired

$
10,026      63




---



##### 



Marque
    Brand Consultants Pty Ltd.
        Perks
    Design Partners Pty Ltd.
      Protopak
    Innovations,
    Inc .
  U.S.-based
 64




---



##### 



Schawk
    India, Ltd.
      Benchmark
    Marketing Services, LLC
    805-10-25,
    Balance








BalanceDecember 31,








December 31,2007


Adjustments


Payments


2008Facility closure cost

$
666


$
(198
)

$
(42
)

$
426  65




---



##### 



Balance








BalanceDecember 31,








December 31,2008


Adjustments


Payments


2009Facility closure cost

$
426


$
(78
)

$
(348
)

$
     WBK,
    Inc.
      Seven
    Worldwide Holdings, Inc.
    805-10-25, sub-lease sub-tenant
   66




---



##### 



Balance








BalanceJanuary 31,








December 31,2005


Adjustment


Payments


2005Employee severance

$
7,075


$
5,092


$
(6,721
)

$
5,446Facility closure cost


5,700



5,171



(1,223
)


9,648Total

$
12,775


$
10,263


$
(7,944
)

$
15,094   Balance








BalanceDecember 31,








December 31,2005


Adjustment


Payments


2006Employee severance

$
5,446


$
155


$
(5,263
)

$
338Facility closure cost


9,648



1,873



(2,930
)


8,591Total

$
15,094


$
2,028


$
(8,193
)

$
8,929   Balance








BalanceDecember 31,








December 31,2006


Adjustment


Payments


2007Employee severance

$
338


$
(81
)

$
(187
)

$
70Facility closure cost


8,591



(3,183
)


(1,557
)


3,851Total

$
8,929


$
(3,264
)

$
(1,744
)

$
3,921   Balance








BalanceDecember 31,








December 31,2007


Adjustment


Payments


2008Employee severance

$
70


$
(70
)

$



$
Facility closure cost


3,851



(1,052
)


(925
)


1,874Total

$
3,921


$
(1,122
)

$
(925
)

$
1,874   Balance








BalanceDecember 31,








December 31,2008


Adjustment


Payments


2009Facility closure cost

$
1,874


$
970


$
(727
)

$
2,117   Weir
    Holdings Limited
    805-10-25,
 67




---



##### 



Balance








BalanceDecember 31,








December 31,2004


Adjustment


Payments


2005Employee severance

$
1,254


$
65


$
(902
)

$
417Facility closure cost


1,246



718



(632
)


1,332Total

$
2,500


$
783


$
(1,534
)

$
1,749   Balance








BalanceDecember 31,








December 31,2005


Adjustment


Payments


2006Employee severance

$
417


$



$
(417
)

$
Facility closure cost


1,332



(686
)


(245
)


401Total

$
1,749


$
(686
)

$
(662
)

$
401   Balance








BalanceDecember 31,








December 31,2006


Adjustment


Payments


2007Facility closure cost

$
401


$
24


$
(16
)

$
409   Balance








BalanceDecember 31,








December 31,2007


Adjustment


Payments


2008Facility closure cost

$
409


$
(72
)

$
(28
)

$
309   Balance








BalanceDecember 31,








December 31,2008


Adjustment


Payments


2009Facility closure cost

$
309


$
86


$
(81
)

$
314   Other
    acquisitions
    Note 3 
    Acquisition
    Integration and Restructuring  Actions
    Initiated in 2008
   68




---



##### 



OtherEmployee


Lease


RelatedTerminations


Obligations


Costs


TotalLiability balance at January 1, 2008

$



$



$



$
Expense recorded


4,552



4,315



895



9,762Cash payments


(3,259
)


(224
)


(895
)


(4,378
)Liability balance at December 31, 2008

$
1,293


$
4,091


$



$
5,384     Employee


LeaseTerminations


Obligations


TotalLiability balance at December 31, 2008

$
1,293


$
4,091


$
5,384New accruals


54



1,885



1,939Adjustments


(310
)


(307
)


(617
)Cash payments


(749
)


(1,745
)


(2,494
)Liability balance at December 31, 2009

$
288


$
3,924


$
4,212   Actions
    Initiated in 2009
      Employee


LeaseTerminations


Obligations


TotalLiability balance at December 31, 2008

$



$



$
New accruals


3,461



192



3,653Adjustments


(14
)


3



(11
)Cash payments


(2,522
)


(87
)


(2,609
)Liability balance at December 31, 2009

$
925


$
108


$
1,033    69




---



##### 



North





AsiaAmerica


Europe


Pacific


Corporate


TotalYear ended December 31, 2009

$
3,614


$
1,400


$
992


$
453


$
6,459Year ended December 31, 2008


5,701



3,552



248



889



10,390Cumulative since program inception

$
9,315


$
4,952


$
1,240


$
1,342


$
16,849   NOTE 4 
    Inventories    December 31,2009


2008Raw materials

$
2,736


$
2,994Work in process


16,969



18,487Finished goods


1,771



3,06621,476



24,547Less: LIFO reserve


(940
)


(930
)$
20,536


$
23,617   Note 5 
    Property
    and Equipment    December 31,Useful Life


2009


2008Land and improvements


10-15 years


$
5,939


$
5,201Buildings and improvements


15-30 years



15,825



15,125Machinery and equipment


3-7 years



85,209



92,735Leasehold improvements


Life of lease



19,878



18,625Computer software and licenses


3-7 years



19,836



19,222146,687



150,908Accumulated depreciation and amortization






(96,440
)


(92,583
)$
50,247


$
58,325   Note 6 
    Impairment
    of Long-lived Assets  ,
 70




---



##### 



350-40,
      Note 7 
    Goodwill
    and Other Intangible Assets       71




---



##### 



North





AsiaAmerica


Europe


Pacific


TotalBalance at December 31, 2007

$
202,024


$
36,202


$
8,142


$
246,368Acquisitions






7,661



26



7,687Additional purchase accounting adjustments


(12,827
)


(113
)


88



(12,852
)Adjustments to exit reserves


(1,063
)


(188
)






(1,251
)Adjustments to exit reserve present value


72



78







150Goodwill impairment


(14,334
)


(32,703
)


(1,004
)


(48,041
)Foreign currency translation


(3,644
)


(3,276
)


(1,104
)


(8,024
)Balance at December 31, 2008


170,228



7,661



6,148



184,037Acquisitions






177







177Additional purchase accounting adjustments


40



(415
)


526



151Adjustments to exit reserves


(78
)










(78
)Adjustments to exit reserve present value


6











6Foreign currency translation


2,288



430



653



3,371Balance at December 31, 2009

$
172,484


$
7,853


$
7,327


$
187,664  72




---



##### 



December 31, 2009Weighted





AccumulatedAverage Life


Cost


Amortization


NetCustomer relationships


14.3 years


$
51,647


$
(15,326
)

$
36,321Digital images


5.0 years



450



(420
)


30Developed technologies


3.0 years



712



(712
)


Non-compete agreements


3.6 years



744



(588
)


156Patents


20.0 years



85



(85
)


Trade names


2.7 years



732



(681
)


51Contract acquisition cost


3.0 years



2,155



(1,108
)


1,04713.3 years


$
56,525


$
(18,920
)

$
37,605   December 31, 2008Weighted





AccumulatedAverage Life


Cost


Amortization


NetCustomer relationships


14.2 years


$
49,212


$
(11,053
)

$
38,159Digital images


5.0 years



811



(595
)


216Developed technologies


3.0 years



712



(712
)


Non-compete agreements


3.4 years



658



(367
)


291Patents


20.0 years



85



(85
)


Trade names


2.6 years



672



(473
)


199Contract acquisition cost


3.0 years



935



(675
)


26013.3 years


$
53,085


$
(13,960
)

$
39,125    73




---



##### 



Note 8 
    Accrued
    Expenses    December 31,2009


2008Accrued compensation and payroll taxes

$
21,021


$
16,946Deferred revenue


10,583



8,217Multiemployer pension withdrawal


9,151



Accrued sales & use tax


3,976



1,227Deferred lease costs


3,817



3,992Restructuring reserves


3,347



3,456Accrued professional fees


2,481



3,665Vacant property reserve


1,564



2,243Facility exit reserve


1,225



1,309Accrued interest


765



721Accrued property taxes


628



920Accrued customer rebates


587



1,498Other


4,934



7,740$
64,079


$
51,934   Note 9 
    Other
    Long-Term Liabilities    December 31,2009


2008Multiemployer pension withdrawal liability

$



$
7,410Vacant property reserve


3,660



4,080Deferred revenue


2,931



2,543Restructuring reserve


1,898



1,928Employment tax reserve


1,848



2,396Reserve for uncertain tax positions


1,635



7,343Facility exit reserve


1,206



1,300Other


2,742



2,137$
15,920


$
29,137   805-10-25.
  Note 10 
    Debt   74




---



##### 



December 31,2009


2008Revolving credit agreement

$
19,850


$
66,250Series A senior note payable  Tranche A


7,374



10,714Series A senior note payable  Tranche B


6,145



8,572Series C senior note payable


8,602



10,000Series D senior note payable


17,206



20,000Series E senior note payable


17,206



20,000Other


1,182



29177,565



135,827Less amounts due in one year or less


(12,858
)


(23,563
)$
64,707


$
112,264     2010

$
12,8582011


20,2782012


40,1282013


3,072Thereafter


1,229$
77,565   Revolving
    Credit Facility, Note Purchase Agreements and Other Debt
    Arrangements
  Borrowings
    and Debt Agreements at December 31, 2009
     75




---



##### 



2009
    Amendments to Revolving Credit Facility and Note Purchase
    Agreements
    
    reduced the size of the Companys revolving credit facility
    by $32,500, from $115,000 (expandable to $125,000) to $82,500;
    after the payment of $2,630 in June 2009, the size of the
    Companys revolving credit facility was further reduced to
    $80,000;
    increased the Companys maximum permitted cash-flow
    leverage ratio from 3.25 to 5.00 for the first quarter of 2009,
    decreasing to 3.00 in the fourth quarter of 2009 and thereafter;
    amended the credit facilitys pricing terms, including
    increasing the interest rate margin applicable on the revolving
    credit facility indebtedness to a variable rate of LIBOR plus
    300 to 450 basis points (bpts), depending on
    the cash flow leverage ratio, and set the minimum LIBOR at
    2.0 percent;
    increased the unused revolver commitment fee rate to
    50 bpts per year;
    increased the interest rate on indebtedness outstanding under
    each of the notes outstanding under the Companys note
    agreements by 400 bpts;
    reset the Companys minimum quarterly fixed charge coverage
    ratio; 76




---



##### 




    prohibit the Company from repurchasing its shares without lender
    consent and restrict future dividend payments by the Company
    (beginning with the first dividend declared after March,
    2009) to an aggregate $300 per fiscal quarter, or
    approximately $0.01 per share based on the number of shares of
    common stock currently outstanding;
    required the Company to obtain lender approval of any
    acquisitions;
    revised the Companys minimum consolidated net worth
    covenant to be based on 90 percent of the Companys
    consolidated net worth as of March 31, 2009;
    reduced the amount of the Companys permitted capital
    expenditures to $17,500, from $25,000, during any fiscal
    year; and
    provided a waiver for any noncompliance with certain financial
    covenants, as well as covenants relating to (i) the
    reduction of indebtedness within prescribed time periods using
    the proceeds of a previously completed asset sale, (ii) the
    payment of dividends, and (iii) the delivery of the
    Companys annual and quarterly financial statements for the
    periods ended December 31, 2008 and March 31, 2009,
    respectively, within prescribed time periods.      2010
    Revolving Credit Facility Refinancing and Note Purchase
    Agreement Amendments
         77




---



##### 



Deferred
    Financing Fees
  470-50, 470-50,
  470-50,
      Note 11 
    Income
    Taxes    Year Ended December 31,2009


2008


2007United States

$
13,918


$
(23,450
)

$
33,034Foreign


13,176



(39,666
)


18,222Total

$
27,094


$
(63,116
)

$
51,256  78




---



##### 



Years Ended December 31,2009


2008


2007Current:Federal

$
103


$
1,219


$
12,433State


(118
)


887



3,199Foreign


4,412



3,236



3,7034,397



5,342



19,335Deferred:Federal


2,771



(6,104
)


(264
)State


1,097



(1,768
)


(154
)Foreign


(668
)


(580
)


1,7413,200



(8,452
)


1,323Total

$
7,597


$
(3,110
)

$
20,658       Year Ended December 31,2009


2008


2007Income taxes at U.S. Federal statutory rate


35.0
%


35.0
%


35.0
%Indemnification settlement


(6.4
)


0.0



0.0Federal examination settlement


(5.1
)


0.0



0.0Foreign rate differential


(3.5
)


(1.1
)


(0.7
)Uncertain tax positions


2.7



(7.1
)


1.8State income taxes


2.6



2.0



3.6Nondeductible expenses


2.2



3.0



0.8Deferred tax asset valuation allowance






(10.8
)


(0.9
)Remediation adjustments






0.8



Nondeductible impairment charges






(16.6
)


Other, net


0.5



(0.3
)


0.728.0
%


4.9
%


40.3
%   Limitation on Net Operating Loss Carryforwards and Certain
    Built-In Losses Following Ownership Change
 79




---



##### 



December 31,2009


2008Deferred income tax assets:Operating loss carryforwards

$
16,997


$
17,870Capital loss carryforwards


7,287



6,604Income tax credits


6,601



4,996Multiemployer pension withdrawal liability


3,654



2,939Restructuring reserves


3,561



4,364Accruals and reserves not currently deductible


3,160



3,403Other


6,542



7,444Deferred income tax assets


47,802



47,620Valuation allowances


(26,765
)


(28,619
)Deferred income tax assets, net

$
21,037


$
19,001Deferred income tax liabilities:Domestic subsidiary stock

$
(8,553
)

$
(8,553
)Intangible assets


(3,737
)


(3,232
)Depreciation and amortization


(2,784
)


(1,643
)Other


(5,811
)


(1,997
)Deferred income tax liabilities

$
(20,885
)

$
(15,425
)     Form 10-K
     80




---



##### 



2009


2008


2007Balance at January 1

$
8,194


$
13,597


$
13,550Additions related to tax positions in prior years


8,587



3,009



805Reductions related to settlements


(549
)


(3,699
)


Reductions due to statute closures


(69
)


(4,606
)


(764
)Reductions for tax positions in prior years


(50
)






Foreign currency translation


146



(107
)


6Balance at December 31

$
16,259


$
8,194


$
13,597   Note 12 
    Related
    Party Transactions   81




---



##### 



Note 13 
    Leases
    and Commitments        Operating LeasesGross Rents


Subleases


Net Rents2010

$
14,958


$
(1,879
)

$
13,0792011


12,697



(1,143
)


11,5542012


11,477



(660
)


10,8172013


7,748



(363
)


7,3852014


6,804



(363
)


6,441Thereafter


9,066



(1,266
)


7,800$
62,750


$
(5,674
)

$
57,076       Note 14 
    Employee
    Benefit Plans       82




---



##### 



end-of-quarter
    Note 15 
    Stock
    Based Compensation      2006
    Long-Term Incentive Plan
   83




---



##### 



Options
            2009

2008

2007Expected dividend yield

1.34% - 1.39%

0.81% - 0.83%

0.63% - 0.71%Expected stock price volatility

43.75% - 43.80%

31.50% - 34.80%

28.24% - 29.97%Risk-free interest rate range

2.79% - 3.33%

2.98% - 3.75%

3.96% - 4.54%Weighted-average expected life

6.81 - 7.21 years

6.50 - 7.50 years

5.50 - 6.00 yearsForfeiture rate

0.85% - 1.00%

1.00% - 2.00%

2.72%Total fair value of options granted

$679

$1,174

$1,216     Weighted Average

Weighted AverageNumber of

Exercise Price

Remaining

AggregateShares

Per Share

Term

Intrinsic ValueOutstanding January 1, 2007


3,151


$
12.11Granted


190


$
18.70Exercised


(313
)

$
10.44Cancelled


(55
)

$
18.51Outstanding December 31, 2007


2,973


$
12.45Granted


204


$
15.87Exercised


(143
)

$
9.97Cancelled


(115
)

$
15.85 84




---



##### 



Weighted Average

Weighted AverageNumber of

Exercise Price

Remaining

AggregateShares

Per Share

Term

Intrinsic ValueOutstanding December 31, 2008


2,919


$
12.40



4.30


$
3,374Granted


232


$
6.95Exercised


(169
)

$
8.33Cancelled


(477
)

$
12.17Outstanding December 31, 2009


2,505


$
12.81



4.87


$
5,944Vested at December 31, 2009


2,119


$
13.10



3.73


$
4,517Exercisable at December 31, 2009


2,119


$
13.10



3.73


$
4,517         Options Outstanding

Options ExercisableWeighted AverageRemaining

Weighted



WeightedRange of

Number

Contractual Life

Average Exercise

Number

Average ExerciseExercise Price

Outstanding

(Years)

Price

Exercisable

Price$6.20 - $8.26


312



6.6


$
7.20



98


$
7.738.26 - 10.33


894



2.2


$
9.32



894


$
9.3210.33 - 12.39


40



2.9


$
10.62



40


$
10.6212.39 - 14.45


420



4.2


$
14.19



421


$
14.1914.45 - 16.52


192



8.3


$
15.87



58


$
15.8016.52 - 18.58


201



7.0


$
18.03



162


$
17.9318.58 - 20.65


441



5.5


$
18.89



441


$
18.8920.65 - 21.08


5



7.9


$
21.08



5


$
21.082,505











2,119     Weighted AverageGrant DateNumber of

Fair ValueShares

Per ShareNonvested at January 1, 2007


326


$
5.70Granted


191


$
6.38Vested


(232
)

$
5.65Forfeited


(30
)

$
6.55 85




---



##### 



Weighted AverageGrant DateNumber of

Fair ValueShares

Per ShareNonvested at December 31, 2007


255


$
6.25Granted


204


$
5.76Vested


(107
)

$
6.23Forfeited


(28
)

$
6.15Nonvested at December 31, 2008


324


$
5.95Granted


232


$
2.93Vested


(146
)

$
5.87Forfeited


(24
)

$
4.22Nonvested at December 31, 2009


386


$
4.26   Restricted
    Stock
        Weighted AverageGrant DateNumber of

Fair ValueShares

Per ShareOutstanding at January 1, 2007


25


$
17.43Granted


35


$
18.47Forfeited


(2
)

$
17.93Outstanding at December 31, 2007


58


$
18.04Granted


66


$
15.90Forfeited


(6
)

$
18.32Outstanding at December 31, 2008


118


$
16.84Granted


153


$
6.94Vested  restriction lapsed


(23
)

$
10.37Forfeited


(11
)

$
18.32Outstanding at December 31, 2009


237


$
10.70    86




---



##### 



Employee
    Share-Based Compensation Expense
    2009


2008


2007Total cost of share-based compensation

$
1,737


$
1,385


$
1,011Income tax


(351
)


(263
)


(287
)Amount charged against income

$
1,386


$
1,122


$
724Impact on net income per common share:Basic

$
0.06


$
0.04


$
0.03Diluted

$
0.06


$
0.04


$
0.03     Note 16 
    Indemnity
    Settlement          Note 17 
    Earnings
    Per Share   87




---



##### 



2009


2008


2007Weighted average shares-Basic


24,966



26,739



26,869Effect of dilutive stock options


35







832Weighted average shares-Diluted


25,001



26,739



27,701         Note 18 
    Segment
    and Geographic Reporting             88




---



##### 



Segment
    information relating to results of continuing operations was as
    follows:
  2009


2008


2007Sales to external customers:North America

$
390,713


$
425,055


$
472,922Europe


67,409



71,040



79,916Asia Pacific


29,348



28,630



28,613Intercompany sales elimination


(35,024
)


(30,541
)


(37,042
)Total

$
452,446


$
494,184


$
544,409Operating segment income (loss):North America

$
56,734


$
23,848


$
66,381Europe


3,836



(37,324
)


6,531Asia Pacific


7,389



1,366



5,513Corporate


(32,175
)


(44,445
)


(18,252
)Operating income (loss)


35,784



(56,555
)


60,173Interest
    expense-net


(8,690
)


(6,561
)


(8,917
)Income (loss) before income taxes

$
27,094


$
(63,116
)

$
51,256Depreciation and amortization expense:North America

$
11,601


$
12,783


$
12,778Europe


3,075



3,344



3,767Asia Pacific


1,008



935



752Corporate


2,969



3,689



4,056Total

$
18,653


$
20,751


$
21,353        89




---



##### 



Segment
    information related to total assets and expenditures for long
    lived assets was as follows:
  2009


2008Total Assets:North America

$
320,655


$
328,494Europe


44,508



46,554Asia Pacific


21,839



29,073Corporate


29,217



36,232Total

$
416,219


$
440,353Expenditures for long-lived assets:North America

$
3,653


$
10,404Europe


618



2,233Asia Pacific


898



1,425Corporate


88



850Total

$
5,257


$
14,912   Summary
    financial information for continuing operations by country for
    2009, 2008 and 2007 is as follows:
  United States


Canada


Europe


Other


Total2009Sales

$
328,442


$
35,071


$
62,558


$
26,375


$
452,446Long-lived assets

$
44,720


$
3,571


$
4,305


$
3,656


$
56,2522008Sales

$
348,469


$
45,976


$
67,764


$
31,975


$
494,184Long-lived assets

$
51,059


$
3,890


$
4,889


$
3,650


$
63,4882007Sales

$
388,051


$
44,054


$
80,055


$
32,249


$
544,409Long-lived assets

$
65,117


$
5,589


$
7,292


$
3,943


$
81,941       Note 19 
    Contingencies  United
    States Securities and Exchange Commission
   90




---



##### 



Note 20 
    Quarterly
    Financial Data (unaudited)      Quarter EndedMarch 31,


June 30,


September 30,


December 31,Year 2009

2009


2009


2009


2009(1)(In thousands, except per share amounts)Net sales

$
105,088


$
111,989


$
113,463


$
121,906Cost of sales


71,994



69,055



67,957



72,366Gross profit


33,094



42,934



45,506



49,540Selling, general, and administrative expenses


33,901



31,774



31,549



33,352Acquisition integration and restructuring expense


817



1,501



1,328



2,813Indemnity settlement income










(4,986
)


Multiemployer pension withdrawal expense














1,800Impairment of long-lived assets






136







1,305Operating income (loss)


(1,624
)


9,523



17,615



10,270Other income (expense):Interest income


70



30



124



311Interest expense


(1,449
)


(2,468
)


(2,880
)


(2,428
)(1,379
)


(2,438
)


(2,756
)


(2,117
)Income (loss) before income taxes


(3,003
)


7,085



14,859



8,153Income tax provision (benefit)


(707
)


2,317



1,553



4,434Net income (loss)

$
(2,296
)

$
4,768


$
13,306


$
3,719Earnings (loss) per share:Basic

$
(0.09
)

$
0.19


$
0.53


$
0.15Diluted

$
(0.09
)

$
0.19


$
0.53


$
0.15     (1)
    
    Results for the fourth quarter of 2009 include a pretax charge
    of $1,800 for withdrawal from a multiemployer pension plan, a
    pretax charge of $2,813 for acquisition integration and
    restructuring expense and a pretax charge of $1,305 for
    impairment of long-lived assets, See Note 14 
    Employee Benefit Plans, Note 3  Acquisition
    Integration and Restructuring and Note 6 
    Impairment of long-lived assets for further information.  91




---



##### 



Quarter EndedMarch 31,


June 30,


September 30,


December 31,Year 2008

2008


2008


2008


2008(1)(In thousands, except per share amounts)Net sales

$
126,407


$
133,436


$
125,446


$
108,895Cost of sales


83,440



86,650



82,279



77,445Gross profit


42,967



46,786



43,167



31,450Selling, general, and administrative expenses


36,271



36,104



37,203



39,018Impairment of goodwill














48,041Acquisition integration and restructuring expense






3,174



1,942



5,274Multiemployer pension withdrawal expense














7,254Impairment of long-lived assets






2,184



4,073



387Operating income (loss)


6,696



5,324



(51
)


(68,524
)Other income (expense):Interest income


74



64



63



90Interest expense


(1778
)


(1,696
)


(1,625
)


(1,753
)(1,704
)


(1,632
)


(1,562
)


(1,663
)Income (loss) before income taxes


4,992



3,692



(1,613
)


(70,187
)Income tax provision (benefit)


732



2,916



5,063



(11,821
)Net income (loss)

$
4,260


$
776


$
(6,676
)

$
(58,366
)Earnings (loss) per share:Basic

$
0.16


$
0.03


$
(0.25
)

$
(2.27
)Diluted

$
0.15


$
0.03


$
(0.25
)

$
(2.27
)     (1)
    
    Results for the fourth quarter of 2008 include $48,041 of pretax
    goodwill impairment charges, a pretax charge of $7,254 for
    withdrawal from a multiemployer pension plan and a pretax charge
    of $5,274 for acquisition integration and restructuring expense.
    See Note 6  Goodwill and Intangible Assets,
    Note 14  Employee Benefit Plans and
    Note 3  Acquisition Integration and
    Restructuring for further information.  Note 21 
    Subsequent
    Events   92




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e) (Exchange Act) Form 10-K. Form 10-K.
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Internal Control 
    Integrated Framework
  Remediation
    of Previously Identified Material Weaknesses
  Form 10-K (2008
    Form 10-K)
  
    Revenue recognition;
    Work-in-process
    inventory; and
    Entity-level controls.   93




---



##### 




    provided
    follow-up
    training on revenue recognition with employees worldwide;
    provided comprehensive guidance and procedures leading to
    increased compliance with the accounting policy addressing
    revenue recognition;
    created role of subject matter expert to respond to questions on
    revenue recognition;
    rolled out an on-line tool to facilitate compliance with revenue
    recognition criteria;
    formalized and strengthened internal testing processes for
    evaluating compliance with revenue recognition
    requirements; and
    strengthened procedures to increase involvement of finance
    management in review of sales contracts.  work-in-process
  
    implemented a substantive review process to mitigate the risk of
    errors in
    work-in-process
    inventory reporting;
    documented and implemented more formal and streamlined processes
    and controls over accounting for
    work-in-process
    inventory;
    improved consistency in the identification of inventoriable
    costs;
    provided detailed procedures and guidance addressing accounting
    for inventory; and
    enhanced inventory processes at the Companys large format
    printing operations, representing approximately 10 percent
    of the Companys total inventory, through implementation of
    system upgrades to allow for improved transaction processing,
    accounting, reporting and controls.    
    hired a Vice President  Corporate Controller, Vice
    President  Finance, Operations and Investor
    Relations, Director of Internal Audit and European Finance
    Director with experience in large, global public companies;
    enhanced management analysis and analytical reviews of operating
    unit and corporate financial results;
    redefined and enhanced the role of the Disclosure Committee to
    provide improved oversight of the accuracy and timeliness of
    disclosures made by the Company;
    improved structure and process around budgeting and forecasting;
    significantly strengthened alignment between field finance
    personnel and corporate finance management resulting in improved
    information flow and accountability;
    added, updated and deployed numerous accounting
    policies; and
    deployed an expanded and redefined Delegation of Authority
    policy to define the limits of authority designated to specified
    positions of responsibility within the Company.  Changes
    in Internal Control Over Financial Reporting
   94




---



##### 



Report of
    Independent Registered Public Accounting Firm
    on Internal Control over Financial Reporting
  Board of
    Directors and Stockholders of 
    Schawk, Inc.
              /s/  Ernst &
    Young LLP
  Chicago,
    Illinois
    March 15, 2010
 95




---



##### 



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  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   96




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  PAGE(a) 1. The following financial statements of Schawk, Inc. are
    filed as part of this report under
    Item 8-Financial
    Statements and Supplementary Data:Report of Independent Registered Public
    Accounting Firm

51Consolidated Balance Sheets  Years
    Ended December 31, 2009 and 2008

52Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008, and 2007

53Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008, and 2007

54Consolidated Statements of Stockholders
    Equity  Years Ended December 31, 2009, 2008, and
    2007

55Notes to Consolidated Financial
    Statements  December 31, 2009

562. Financial statement schedules required to be filed by
    Item 8 of this form, and by Item 15(b) below:Schedule II  Valuation and
    qualifying accounts

1013. Exhibits  97




---



##### 



Exhibit

Description

Incorporated herein by Reference(1)3.1

Certificate of Incorporation of Schawk, Inc., as amended.

Exhibit 4.2 to Registration Statement No. 333-391133.3

By-Laws of Schawk, Inc., as amended.

Exhibit 3.2 to Form 8-K filed with the SEC December 18, 20074.1

Specimen Class A Common Stock Certificate.

Exhibit 4.1 to Registration Statement No. 33-8515210.1

Lease Agreement dated as of July 1, 1987, by and between
    Process Color Plate, a division of Schawk, Inc. and The Clarence
    W. Schawk 1979 Childrens Trust.

Registration Statement No. 33-8515210.2

Lease Agreement dated as of June 1, 1989, by and between
    Schawk Graphics, Inc., a division of Schawk, Inc. and C.W.
    Properties.

Registration Statement No. 33-8515210.3

Schawk, Inc. 1991 Outside Directors Formula Stock Option
    Plan, as amended.*

Exhibit 10.3 to Form 10-Q filed with the SEC on July 2, 200810.4

Form of Amended and Restated Employment Agreement between
    Clarence W. Schawk and Schawk, Inc.*

Registration Statement No. 33-8515210.4.1

Addendum to Restated Employment Agreement dated March 9,
    1998 between Schawk, Inc. and Clarence W. Schawk*

Exhibit 10.4.1 to Form 10-K filed with the SEC on April 28, 200810.5

Form of Amended and Restated Employment Agreement between David
    A. Schawk and Schawk, Inc.*

Registration Statement No. 33-8515210.6

Letter of Agreement dated September 21, 1992, by and
    between Schawk, Inc. and Judith W. McCue.

Registration Statement No. 33-8515210.7

Schawk, Inc. Retirement Trust effective January 1, 1996.*

Exhibit 10.37 to Form 10-K filed with the SEC on March 28, 199610.8

Schawk, Inc. Retirement Plan for Imaging Employees Amended and
    Restated effective January 1, 1996.*

Exhibit 10.38 to Form 10-K filed with the SEC on March 28, 199610.9

Stockholder Investment Program dated July 28, 1995.

Registration Statement No. 33-6137510.10

Schawk, Inc. Employee Stock Purchase Plan effective
    January 1, 1999.*

Registration Statement No. 333-6852110.11

Note Purchase Agreement dated as of December 23, 2003 by
    and between Schawk, Inc. and Massachusetts Mutual Life Insurance
    Company

Exhibit 10.47 to Form 10-K filed with the SEC on March 8, 200410.12

Schawk, Inc. 2001 Equity Option Plan

Appendix B to Proxy Statement for the 2001 Annual Meeting of
    Stockholders10.13

Schawk, Inc. 2003 Equity Option Plan

Appendix A to Proxy Statement for the 2003 Annual Meeting of
    Stockholders (File No. 00110.14

Stock Purchase Agreement by and among Schawk, Inc., Seven
    Worldwide, Inc., KAGT Holdings, Inc. and the Stockholders of
    KAGT Holdings, Inc. dated as of December 17, 2004.

Exhibit 2.1 to Form 8-K filed with the SEC on December 20, 200410.15

Business Sale Deed by and among Schawk, Inc., Schawk UK Limited,
    Sokaris XXI, S.L., Schawk Belgium B.V.B.A. and Weir Holdings
    Limited dated December 31, 2004.

Exhibit 2.1 to Form 8-K filed with the SEC on January 6, 200510.16

Amended and Restated Registration Rights Agreement, dated as of
    January 31, 2005, among Schawk, Inc. and certain principal
    stockholders of Schawk, Inc.

Exhibit 10.1 to Form 8-K filed with the SEC on February 2, 200510.17

Credit Agreement, dated as of January 28, 2005, among
    Schawk, Inc., certain subsidiaries of Schawk, Inc. from time to
    time party thereto, certain financial institutions from time to
    time party thereto as lenders, and JPMorgan Chase Bank, N.A., as
    agent.

Exhibit 10.4 to Form 8-K filed with the SEC on February 2, 2005 98




---



##### 



Exhibit

Description

Incorporated herein by Reference(1)10.18

Note Purchase and Private Shelf Agreement, dated as of
    January 28, 2005, among Schawk, Inc., Prudential Investment
    Management, Inc., The Prudential Insurance Company of America,
    and RGA Reinsurance Company.

Exhibit 10.5 to Form 8-K filed with the SEC on February 2, 200510.19

First Amendment, dated as of January 28, 2005, to Note
    Purchase Agreement dated as of December 23, 2003 among
    Schawk, Inc. and the noteholders party thereto.

Exhibit 10.6 to Form 8-K filed with the SEC on February 2, 200510.20

Asset Purchase Agreement, dated as of March 3, 2006, by and
    between CAPS Group Acquisition, LLC and Schawk, Inc.

Exhibit 10.1 to Form 10-Q filed with the SEC on May 10, 200610.21

Schawk, Inc. 2006 Long-term Incentive Plan

Annex A to the Proxy Statement for the 2006 Annual Meeting filed
    with the SEC on April 21, 200610.22

Amendment No. 1, dated as of February 28, 2008, to
    Credit Agreement dated as of January 28, 2005 among Schawk,
    Inc., certain subsidiaries of Schawk, Inc., certain lenders, and
    JPMorgan Chase Bank, N.A., on behalf of itself and as agent.

Exhibit 10.1 to Registrants Form 8-K filed with the SEC on
    March 5, 200810.23

Separation Agreement and General Release dated May 31, 2008
    between James J. Patterson and Schawk USA, Inc.

Exhibit 10.1 to Form 8-K filed with the SEC on June 5, 200810.24

Employment Agreement dated as of September 18, 2008 between
    Timothy J. Cunningham and Schawk, Inc.*

Exhibit 10.1 to Form 8-K filed with the SEC on September 23, 200810.25

Amendment No. 2, dated as of June 11, 2009, to Credit
    Agreement, as amended, dated as of January 28, 2005, among
    Schawk, Inc., the lenders party thereto and JPMorgan Chase Bank,
    N.A., on behalf of itself and as agent.

Exhibit 10.1 to Form 8-K filed with the SEC on June 12, 200910.26

First Amendment, dated as of June 11, 2009, to Note
    Purchase and Private Shelf Agreement dated as of
    January 28, 2005, among Schawk, Inc. and the noteholders
    party thereto.

Exhibit 10.2 to Form 8-K filed with the SEC on June 12, 200910.27

Second Amendment, dated as of June 12, 2009, to Note
    Purchase Agreement dated as of December 23, 2003 among
    Schawk, Inc. and the noteholders party thereto.

Exhibit 10.3 to Form 8-K filed with the SEC on June 12, 200910.28

Amended and Restated Credit Agreement, dated as of
    January 12, 2010, among Schawk, Inc., certain subsidiary
    borrowers of Schawk, Inc., the financial institutions party
    thereto as lenders and JPMorgan Chase Bank, N.A., on behalf of
    itself and the other lenders as agent.

Exhibit 10.1 to Form 8-K filed with the SEC on January 14, 201010.29

Second Amendment, dated as of January 12, 2010, to Note
    Purchase and Private Shelf Agreement dated as of
    January 28, 2005 among Schawk, Inc. and the noteholders
    party thereto.

Exhibit 10.2 to Form 8-K filed with the SEC on January 14, 201010.30

Third Amendment, dated as of January 12, 2010, to Note
    Purchase Agreement dated as of December 23, 2003 among
    Schawk, Inc. and the noteholders party thereto.

Exhibit 10.3 to Form 8-K filed with the SEC on January 14, 201010.31

Lease Extension Agreement, dated as of January 22, 2010,
    between Schawk, Inc. and Graphics IV Limited Partnership**18

Preferability Letter of Ernst & Young LLP

Exhibit 18 to Form 10-Q filed with the SEC on November 17, 2008 99




---



##### 



Exhibit

Description

Incorporated herein by Reference(1)21

List of Subsidiaries.**23

Consent of Independent Registered Public Accounting Firm**31.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended**31.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and
    rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended**32

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002**     (1)
    
    The file number of each report or filing referred to herein is
    001-09335
    unless otherwise noted.*
    
    Represents a management contract or compensation plan or
    arrangement required to be identified and filed pursuant to
    Items 15(a)(3) and 15(b) of
    Form 10-K.**
    
    Document filed herewith. 100




---



##### 



Schawk,
    Inc.
 SCHEDULE
    II   VALUATION AND QUALIFYING ACCOUNTS

(In thousands)  Balance at

Provision

Write-offs/

OtherAllowances for

Beginning

Charged to

Allowances

Additions

Balance atLosses on Receivables

of Year

Expense

Taken(1)

(Deductions)(2)

End of Year2009

$
3,138


$
(1,377
)

$
(249
)

$
107


$
1,6192008

$
2,063


$
1,834


$
(519
)

$
(240
)

$
3,1382007

$
2,255


$
515


$
(879
)

$
172


$
2,063   Balance at

Provision



OtherDeferred Tax Asset

Beginning

Charged to

Allowance

Additions

Balance atValuation Allowance

of Year

Expense

Changes(3)

(Deductions)(2)

End of Year2009

$
28,619


$
(11
)

$
(4,135
)

$
2,292


$
26,7652008

$
27,346


$
7,488


$
(17
)

$
(6,198
)

$
28,6192007

$
24,492


$
1,211


$
365


$
1,278


$
27,346     (1)
    
    Net of collections on accounts previously written off.(2)
    
    Consists principally of adjustments related to foreign exchange.(3)
    
    Allowance changes arising from reductions in net operating loss
    carry-forwards which are precluded from use and purchase
    accounting adjustments. 101




---



##### 



SIGNATURES       By:
    /s/  John
    B. Toher       /s/  Clarence
    W. SchawkClarence
    W. Schawk

Chairman of the Board and Director/s/  David
    A. SchawkDavid
    A. Schawk

President, Chief Executive Officer, and Director
    (Principal Executive Officer)/s/  A.
    Alex Sarkisian, Esq.A.
    Alex Sarkisian

Executive Vice President, Chief Operating Officer and
    Director/s/  Timothy
    J. CunninghamTimothy
    J. Cunningham

Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  John
    B. ToherJohn
    B. Toher

Vice President and Corporate Controller
    (Principal Accounting Officer)/s/  John
    T. McEnroe, Esq.John
    T. McEnroe, Esq.

Director and Assistant Secretary/s/  Leonard
    S. CaroniaLeonard
    S. Caronia

Director/s/  Judith
    W. McCue, Esq.Judith
    W. McCue, Esq.

Director/s/  Hollis
    W. RademacherHollis
    W. Rademacher

Director/s/  Michael
    G. ORourkeMichael
    G. ORourke

Director/s/  Stanley
    N. LoganStanley
    N. Logan

Director  102