##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-12631
 
 CONSOLIDATED GRAPHICS, INC.
  Texas
(State or other jurisdiction of
    
    76-0190827
(I.R.S. Employer Identification No.)incorporation or organization)5858 Westheimer Road, Suite 200Houston, Texas
    
    77057(Address of principal executive offices)
    
    (Zip Code)
 (713) 787-0977
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
  o þ




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##### 



CONSOLIDATED GRAPHICS, INC.
 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
 INDEX
 Part I  Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets at June 30, 2008 and March 31, 2008
    
    
    3Condensed Consolidated Income Statements for the Three Months Ended June 30, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Shareholders Equity for the Three Months Ended June
30, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2008
and 2007
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Forward-Looking Statements
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    18Part II  Other Information
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19Signatures
    
    
    21Exhibit Index
    
    
    22Exhibit 10.4Exhibit 10.5Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 June 30,
    
    
    March 31,2008
    
    
    2008ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    19,190
    
    
    $
    15,131Accounts receivable, net
    
    
    198,360
    
    
    
    209,000Inventories
    
    
    62,421
    
    
    
    61,511Prepaid expenses
    
    
    8,769
    
    
    
    7,127Deferred income taxes
    
    
    10,874
    
    
    
    9,353Total current assets
    
    
    299,614
    
    
    
    302,122PROPERTY AND EQUIPMENT, net
    
    
    421,680
    
    
    
    421,347GOODWILL AND OTHER INTANGIBLE ASSETS, net
    
    
    140,396
    
    
    
    141,381OTHER ASSETS
    
    
    7,746
    
    
    
    7,813$
    869,436
    
    
    $
    872,663LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    23,047
    
    
    $
    23,252Accounts payable
    
    
    60,474
    
    
    
    56,948Accrued liabilities
    
    
    79,187
    
    
    
    83,488Income taxes payable
    
    
    3,890
    
    
    
    184Total current liabilities
    
    
    166,598
    
    
    
    163,872LONG-TERM DEBT, net of current portion
    
    
    341,142
    
    
    
    362,448OTHER LIABILITIES
    
    
    14,557
    
    
    
    13,655DEFERRED INCOME TAXES
    
    
    53,148
    
    
    
    52,895COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, $.01 par value;
100,000,000 shares authorized;
11,145,053 and 11,079,011 issued and
outstanding
    
    
    111
    
    
    
    111Additional paid-in capital
    
    
    157,795
    
    
    
    153,204Retained earnings
    
    
    136,992
    
    
    
    127,376Accumulated other comprehensive loss
    
    
    (907
    )
    
    
    (898
    )Total shareholders equity
    
    
    293,991
    
    
    
    279,793$
    869,436
    
    
    $
    872,663
   3




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CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
 Three Months EndedJune 302008
    
    
    2007SALES
    
    $
    285,194
    
    
    $
    258,646COST OF SALES
    
    
    214,554
    
    
    
    190,469Gross profit
    
    
    70,640
    
    
    
    68,177SELLING EXPENSES
    
    
    28,404
    
    
    
    26,434GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    22,277
    
    
    
    19,312OTHER (INCOME) EXPENSE, net
    
    
    5
    
    
    
    (2,350
    )Operating income
    
    
    19,954
    
    
    
    24,781INTEREST EXPENSE, net
    
    
    4,211
    
    
    
    1,894Income before taxes
    
    
    15,743
    
    
    
    22,887INCOME TAXES
    
    
    6,127
    
    
    
    9,330Net income
    
    $
    9,616
    
    
    $
    13,557BASIC EARNINGS PER SHARE
    
    $
    .87
    
    
    $
    .99DILUTED EARNINGS PER SHARE
    
    $
    .84
    
    
    $
    .96SHARES USED TO COMPUTE EARNINGS
PER SHAREBasic
    
    
    11,111
    
    
    
    13,716Diluted
    
    
    11,461
    
    
    
    14,162
   4




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##### Table of Contents



CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands)
(Unaudited, except March 31, 2008 balances)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBALANCE, March 31, 2008
    
    
    11,079
    
    
    $
    111
    
    
    $
    153,204
    
    
    $
    127,376
    
    
    $
    (898
    )
    
    $
    279,793Exercise of stock options,
including tax benefit
    
    
    66
    
    
    
    
    
    
    
    2,947
    
    
    
    
    
    
    
    
    
    
    
    2,947Compensation expense
    
    
    
    
    
    
    
    
    
    
    1,644
    
    
    
    
    
    
    
    
    
    
    
    1,644Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,616
    
    
    
    
    
    
    
    9,616BALANCE, June 30, 2008
    
    
    11,145
    
    
    $
    111
    
    
    $
    157,795
    
    
    $
    136,992
    
    
    $
    (907
    )
    
    $
    293,991
   5




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CONSOLIDATED GRAPHICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)  (Unaudited)
 Three Months EndedJune 302008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    9,616
    
    
    $
    13,557Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    16,010
    
    
    
    12,715Deferred income taxes
    
    
    (1,263
    )
    
    
    (1,216
    )Share-based compensation expense
    
    
    1,644
    
    
    
    1,233Non-cash currency gain
    
    
    (63
    )
    
    
    (2,781
    )Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net
    
    
    10,720
    
    
    
    11,344Inventories
    
    
    (825
    )
    
    
    1,722Prepaid expenses
    
    
    (1,639
    )
    
    
    (298
    )Other assets
    
    
    68
    
    
    
    9Accounts payable and accrued liabilities
    
    
    (2,277
    )
    
    
    (10,192
    )Other liabilities
    
    
    902
    
    
    
    Income taxes payable
    
    
    3,706
    
    
    
    7,141Net cash provided by operating activities
    
    
    36,599
    
    
    
    33,234INVESTING ACTIVITIESAcquisitions of businesses, net of cash acquired
    
    
    (6,654
    )
    
    
    (5,638
    )Purchases of property and equipment
    
    
    (8,031
    )
    
    
    (9,339
    )Proceeds from asset dispositions
    
    
    975
    
    
    
    633Net cash used in investing activities
    
    
    (13,710
    )
    
    
    (14,344
    )FINANCING ACTIVITIESProceeds from bank credit facilities
    
    
    42,644
    
    
    
    12,398Payments on bank credit facilities
    
    
    (58,959
    )
    
    
    (29,707
    )Payments on term equipment notes and other debt
    
    
    (5,499
    )
    
    
    (2,638
    )Proceeds from exercise of stock options, including tax benefit
    
    
    2,947
    
    
    
    2,000Net cash used in financing activities
    
    
    (18,867
    )
    
    
    (17,947
    )Effect of exchange rate changes on cash
    
    
    37
    
    
    
    181NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    4,059
    
    
    
    1,124CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    15,131
    
    
    
    12,043CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    19,190
    
    
    $
    13,167
   6




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CONSOLIDATED GRAPHICS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
 Revenue Recognition
 Earnings Per Share
 Inventories
 June 30,
    
    
    March 31,2008
    
    
    2008Raw materials
    
    $
    26,929
    
    
    $
    25,983Work in progress
    
    
    29,566
    
    
    
    29,447Finished goods
    
    
    5,926
    
    
    
    6,081$
    62,421
    
    
    $
    61,511
 Goodwill and Other Intangible Assets, net Business Combinations,
  7




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
 Supplemental Cash Flow Information
 Foreign Currency
 Accumulated Other Comprehensive Loss
 2. ACQUISITIONS
  3. LONG  TERM DEBT
  June 30,
    
    
    March 31,2008
    
    
    2008Bank credit facilities
    
    $
    255,871
    
    
    $
    271,868Term equipment notes
    
    
    99,071
    
    
    
    104,505Other
    
    
    9,247
    
    
    
    9,327364,189
    
    
    
    385,700Lesscurrent portion
    
    
    (23,047
    )
    
    
    (23,252
    )$
    341,142
    
    
    $
    362,448
     8




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
    4. SHARE  BASED COMPENSATION
  Share-Based Payment,
   9




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CONSOLIDATED GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share, per share data and percentages)
(Unaudited)
  Weighted-Average ExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at March 31, 2008
    
    
    1,457,477
    
    
    $
    36.93Granted
    
    
    512,500
    
    
    
    57.13Exercised
    
    
    (66,042
    )
    
    
    39.81Forfeited or expired
    
    
    (6,008
    )
    
    
    51.63Outstanding at June 30, 2008 (a)
    
    
    1,897,927
    
    
    
    42.24Exercisable at June 30, 2008 (a)
    
    
    1,168,080
    
    
    
    35.40
 
 (a)
    
    Stock options outstanding as of June 30, 2008 have a weighted average remaining contractual
term of 5.6 years. Based on the market value of the Companys common stock on June 30, 2008,
outstanding stock options have an aggregate intrinsic value of $19,287 and exercisable stock
options have an aggregate intrinsic value of $17,786.  Restricted Stock Unit Awards
    
    SharesOutstanding at March 31, 2008
    
    
    22,500Granted
    
    
    12,500Issued
    
    
    Forfeited or expired
    
    
    Outstanding at June 30, 2008 (a)
    
    
    35,000Exercisable at June 30, 2008 (a)
    
    
    5,625
 
 (a)
    
    Restricted stock units outstanding as of June 30, 2008 have a weighted average remaining
contractual term of 1.6 years and a total intrinsic value of $1,724. 5. INCOME TAXES
 Accounting for Uncertainty in
Income Taxes  an Interpretation of FASB Statement No. 109
     10




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following managements discussion and analysis of financial condition and results of
operations should be read in conjunction with our unaudited condensed consolidated financial statements and
notes to unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q and our
audited financial statements and notes thereto included in our Annual Report on Form 10-K as of and
for the year ended March 31, 2008. This discussion contains forward-looking statements that reflect
our current views with respect to future events and financial performance. Our actual results may
differ materially from those anticipated in these forward-looking statements as a result of certain
factors such as those referenced in the section entitled Forward-Looking Statements below.
 Overview
 Our Organization
   Nature of Our Services
      11




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Our Strategy
  
    
    Internal Sales GrowthWe seek to use our competitive advantages to expand
market share. We continually seek to hire additional experienced sales professionals,
invest in new equipment and technology, expand our national accounts program, develop
new and expanded digital technology-based print-related services and provide sales
training and education about our breadth of capabilities and services to our sales
professionals.
    
    Disciplined Acquisition ProgramWe selectively pursue opportunities to acquire
additional printing businesses at reasonable prices. Some of these acquisitions may
include smaller and/or distressed printing businesses for consolidation into one of our
existing businesses.
    
    Cost SavingsBecause of our size and extensive geographic footprint, we
leverage our economies of scale to purchase supplies and equipment at preferential
prices, and centralize various administrative services to generate cost savings.
    
    Best Practices/BenchmarkingWe provide a forum for our printing businesses to
share their knowledge of technical processes and their best practices with one another,
as well as benchmark financial and operational data to help our printing businesses
identify and respond to changes in operating trends.
    
    Leadership DevelopmentThrough our unique Leadership Development Program, we
develop talent for future sales and management positions at our printing businesses.
 Results of Operations
  As a Percentageof SalesThree Months
    
    
    Three MonthsEnded June 30
    
    
    Ended June 302008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)Sales
    
    $
    285.2
    
    
    $
    258.6
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    214.6
    
    
    
    190.4
    
    
    
    75.2
    
    
    
    73.6Gross profit
    
    
    70.6
    
    
    
    68.2
    
    
    
    24.8
    
    
    
    26.4Selling expenses
    
    
    28.4
    
    
    
    26.4
    
    
    
    10.0
    
    
    
    10.2General and administrative expenses
    
    
    22.3
    
    
    
    19.3
    
    
    
    7.8
    
    
    
    7.5Other (income) expense, net
    
    
    
    
    
    
    (2.3
    )
    
    
    
    
    
    
    (0.9
    )Operating income
    
    
    19.9
    
    
    
    24.8
    
    
    
    7.0
    
    
    
    9.6Interest expense, net
    
    
    4.2
    
    
    
    1.9
    
    
    
    1.5
    
    
    
    0.7Income before taxes
    
    
    15.7
    
    
    
    22.9
    
    
    
    5.5
    
    
    
    8.9Income taxes
    
    
    6.1
    
    
    
    9.3
    
    
    
    2.1
    
    
    
    3.7Net Income
    
    $
    9.6
    
    
    $
    13.6
    
    
    
    3.4
    %
    
    
    5.2
    %
   12




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Three MonthsEnded June 30, 2008$
    
    
    %(In millions)Acquisitions (1)
    
    $
    31.9
    
    
    
    12.3
    %Election-related
    
    
    4.7
    
    
    
    1.9Other internal
    
    
    (10.0
    )
    
    
    (3.9
    )Total
    
    $
    26.6
    
    
    
    10.3
    %
 
 (1)
    
    Includes the acquisitions of
The Pikes Peak Lithographing Company, The Cyril-Scott Company and PBM
Graphics, Inc. Comparative Analysis of Consolidated Income Statements for the Three Months Ended June 30, 2008 and
2007
         13




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Liquidity and Capital Resources
 Sources and Uses of Cash
 Item 1. Financial Statements:
 Three Months EndedJune 302008
    
    
    2007(In millions)Net cash provided by operating activities
    
    $
    36.6
    
    
    $
    33.2Acquisitions of businesses
    
    
    (6.7
    )
    
    
    (5.6
    )Capital expenditures, net of proceeds from asset dispositions
    
    
    (7.1
    )
    
    
    (8.7
    )Net payments under bank credit facilities
    
    
    (16.3
    )
    
    
    (17.3
    )Net payments on term equipment notes and other debt
    
    
    (5.5
    )
    
    
    (2.6
    )Proceeds from exercise of stock options
    
    
    2.9
    
    
    
    2.0
 Item 1. Financial Statements:
 June 30,
    
    
    March 31,2008
    
    
    2008(In millions)Cash and cash equivalents
    
    $
    19.2
    
    
    $
    15.1Working capital, inclusive of cash and cash equivalents
    
    
    133.0
    
    
    
    138.3Total debt obligations
    
    
    364.2
    
    
    
    385.7
   Debt Obligations
     14




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Contractual Obligations and Other Commitments
 Operating leases
 Letters of credit
 Insurance programs
 Critical Accounting Policies
   15




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Revenue Recognition 
 Receivables, net of valuation allowance 
 Goodwill and other intangible assets 
 Impairment of long-lived assets
 Insurance liabilities 
 Accounting for income taxes
 Accounting for acquisitions 
 New Accounting Pronouncements
 Fair Value Measurement
  16




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The Fair Value Option for Financial Assets and
Financial Liabilities,
 FAS No. 141 (revised
2007) Business Combinations
 
 Forward-Looking Statements
 This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, in which the Company discusses factors it believes may affect its
performance or results in the future. Forward-looking statements are all statements other than
historical facts, such as statements regarding assumptions, expectations, beliefs and projections
about future events or conditions. You can generally identify forward-looking statements by the
appearance in such a statement of words like anticipate, believe, continue, could,
estimate, expect, intend, may, might, plan, potential, predict, forecast,
project, should or will or other comparable words or the negative of such words. The accuracy
of the Companys assumptions, expectations, beliefs and projections depend on events or conditions
that change over time and are thus susceptible to change based on actual experience, new
developments and known and unknown risks, including those created by general market conditions,
competition and the possibility that events may occur beyond the Companys control, which may limit
its ability to maintain or improve its operating results or financial condition or acquire
additional printing businesses. The Company gives no assurance that the forward-looking statements
will prove to be correct and does not undertake any duty to update them. The Companys actual
future results might differ from the forward-looking statements made in this Quarterly Report on
Form 10-Q for a variety of reasons, which include, continuing weakness in the economy, the growth
of its digital printing or election related business, its ability to adequately manage expenses,
including labor costs, the continued availability of raw materials at affordable prices and
retention of its key management and operating personnel, satisfactory labor relations, its ability
to identify new acquisition opportunities, negotiate and finance such acquisitions on acceptable
terms and successfully absorb and manage such acquisitions in a timely and efficient manner, as
well as other risks described under the heading Risk Factors of this Annual Report on Form 10-Q
and the risk factors and cautionary statements described in the other documents the Company files
or furnishes from time to time with the Securities and Exchange Commission, including its Annual
Report on Form 10-K and Current Reports on Form 8-K . Should one or more of the foregoing risks or
uncertainties materialize, or should the Companys underlying assumptions prove incorrect, the
Companys actual results may vary materially from those anticipated in its forward-looking
statements, and its business, financial condition and results of operations could be materially and
adversely affected.
 
 ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
   17




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ITEM 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   18




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CONSOLIDATED GRAPHICS, INC.
 
 PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 ITEM 3. Defaults upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
 Consolidated Graphics, Inc. 1994 Long-Term Incentive Plan, as amended.
  
 ITEM 6. Exhibits
 *3.1
    
    
    Restated Articles of Incorporation of the Company filed with the Secretary of State of the State of
Texas on July 27, 1994 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994), Exhibit 4(a)).*3.2
    
    
    Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of July 29,
1998 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998), Exhibit 3.1).*3.3
    
    
    Second Amended and Restated By-Laws of the Company adopted as of June 30, 2004 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 2004), Exhibit 3.3).*3.4
    
    
    Amendment to the Second Amended and Restated By-Laws of the Company adopted as of December 21, 2007
(Consolidated Graphics, Inc. Form 8-K (December 26, 2007), Exhibit 1).*4.1
    
    
    Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit 4.1).*4.2
    
    
    Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American Stock
Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C
the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K (December 15,
1999), Exhibit 4.1).*4.3
    
    
    Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3).*4.4
    
    
    Second Amendment to Rights Agreement dated as of September 25, 2007 between Consolidated Graphics, Inc.
and American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (September 28, 2007), Exhibits 3 and 4).*10.1
    
    
    Employment Agreement dated May 22, 2008, between Joe R. Davis and the Company (Consolidated
Graphics, Inc. Form 8-K (May 29, 2008), Exhibit 10.1).*10.2
    
    
    Consolidated Graphics, Inc. Annual Incentive Compensation Plan, dated effective as of April 1, 2008
(Consolidated Graphics, Inc. Form 8-K (May 29, 2008), Exhibit 10.2). +Ω*10.3
    
    
    Form of Annual Incentive Award Agreement for Executives (Consolidated Graphics, Inc. Form 8-K (May 29,
2008), Exhibit 10.3). +10.4
    
    
    Sixth Amendment to the Consolidated Graphics, Inc. 1994 Long-Term Incentive Plan, as amended. +
  19




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##### Table of Contents



10.5
    
    
    Consolidated Graphics, Inc. Amended and Restated Long-Term Incentive Plan. +31.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Jon C. Biro, principal financial and accounting officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Jon C. Biro, principal financial and accounting officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate.Ω
    
    Subject to shareholder approval at the Annual Shareholders Meeting to be held August 7,
2008.  20




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant,
Consolidated Graphics, Inc., has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 CONSOLIDATED GRAPHICS, INC.Dated:  August 6, 2008
    By:
    /s/ Jon C. BiroJon C. BiroExecutive Vice President and
Chief Financial and Accounting Officer  21




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##### Table of Contents



Exhibit Index
 *3.1
    
    
    Restated Articles of Incorporation of the Company filed with the Secretary of State of the State of
Texas on July 27, 1994 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994), Exhibit 4(a)).*3.2
    
    
    Articles of Amendment to the Restated Articles of Incorporation of the Company dated as of July 29,
1998 (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998), Exhibit 3.1).*3.3
    
    
    Second Amended and Restated By-Laws of the Company adopted as of June 30, 2004 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 2004), Exhibit 3.3).*3.4
    
    
    Amendment to the Second Amended and Restated By-Laws of the Company adopted as of December 21, 2007
(Consolidated Graphics, Inc. Form 8-K (December 26, 2007), Exhibit 1).*4.1
    
    
    Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form 10-K (March 31, 1998), Exhibit 4.1).*4.2
    
    
    Rights Agreement dated as of December 15, 1999 between Consolidated Graphics, Inc. and American Stock
Transfer and Trust Company, as Rights Agent, which includes as Exhibit A the Certificate of
Designations of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C
the form of summary of Rights to Purchase Shares (Consolidated Graphics, Inc. Form 8-K (December 15,
1999), Exhibit 4.1).*4.3
    
    
    Amendment to Rights Agreement dated as of July 10, 2006 between Consolidated Graphics, Inc. and
American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (July 13, 2006), Exhibits 2 and 3).*4.4
    
    
    Second Amendment to Rights Agreement dated as of September 25, 2007 between Consolidated Graphics, Inc.
and American Stock Transfer and Trust Company and the related Summary of Rights to Purchase Stock, as
amended (Consolidated Graphics, Inc. Form 8-A/A (September 28, 2007), Exhibits 3 and 4).*10.1
    
    
    Employment Agreement dated May 22, 2008, between Joe R. Davis and the Company (Consolidated
Graphics, Inc. Form 8-K (May 29, 2008), Exhibit 10.1).*10.2
    
    
    Consolidated Graphics, Inc. Annual Incentive Compensation Plan, dated effective as of April 1, 2008
(Consolidated Graphics, Inc. Form 8-K (May 29, 2008), Exhibit 10.2). +Ω*10.3
    
    
    Form of Annual Incentive Award Agreement for Executives (Consolidated Graphics, Inc. Form 8-K (May 29,
2008), Exhibit 10.3). +10.4
    
    
    Sixth Amendment to the Consolidated Graphics, Inc. 1994 Long-Term Incentive Plan, as amended. +10.5
    
    
    Consolidated Graphics, Inc. Amended and Restated Long-Term Incentive Plan. +31.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Jon C. Biro, principal financial and accounting officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Joe R. Davis, principal executive officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Jon C. Biro, principal financial and accounting officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference+
    
    Compensatory plan or arrangement under which executive officers or directors of the Company
may participate.Ω
    
    Subject to shareholder approval at the Annual Shareholders Meeting to be held August 7,
2008.  22