ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information in this Current Report is being furnished pursuant to Item 2.02 of Form 8-K and, according to general instruction B.2. thereunder, shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement filed by Consolidated Graphics, Inc. (the "Company") under the Securities Act of 1933, as amended, and will not be so incorporated by reference into any future registration statement unless specifically identified as being incorporated by reference.
On May 6, 2009, the Company announced its fiscal 2009 fourth quarter and year-end results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The attached press release may contain forward-looking statements, as described in the press release. Readers are cautioned that such statements involve known and unknown risks, uncertainties and other factors that could cause actual results to materially differ from the results, performance or other expectations expressed or implied by these forward-looking statements.
The Company will hold a conference call today at 10:00 a.m. Central Time/11:00 a.m. Eastern Time to discuss the Company's financial results for the fourth quarter and year-ended March 31, 2009. A live webcast and subsequent archive of the conference call, as well as a copy of this Current Report and attached press release, can be accessed at www.cgx.com under the Investor Relations page. A rebroadcast of the call will be available by dialing 888-286-8010 or 617-801-6888 and entering the Conference ID "50384284." The rebroadcast will be available from May 6 until midnight May 13, 2009. During today's conference call, management's discussion of the Company's financial results may include references to certain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles ("GAAP"). Pursuant to the rules adopted by the SEC relating to the use of such financial measures in filings with the SEC, other disclosures of financial information and press releases, the Company provides the following qualitative and quantitative reconciliations regarding the non-GAAP financial measures to which management may refer. In addition, the sum of quarterly amounts in the accompanying tables may not equal full year amounts due to rounding differences.
The Company defines Adjusted EBITDA as our net income before interest, income taxes, depreciation and amortization, non-cash goodwill and other long-lived asset impairment charges, litigation charges, share-based compensation expense, non-cash foreign currency transaction gains and losses and net losses/gains from asset dispositions. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales. The Company uses Adjusted EBITDA and Adjusted EBITDA Margin both as a liquidity and performance measure when evaluating its business and operations. We believe Adjusted EBITDA and Adjusted EBITDA Margin may be useful to an investor in evaluating our liquidity and/or operating performance because:

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• it is widely used by investors in our industry to measure a company's operating performance without regard to items such as interest, depreciation, non-cash currency transactions, impairments and amortization expenses, litigation charges and long-term non-cash share-based compensation expense, which can vary substantially from company to company depending upon accounting policies and book value of assets, capital structure and the method by which assets were acquired;

• it helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest charges on our outstanding debt), asset base (primarily depreciation and amortization expense and goodwill impairment charges), non-cash gains/losses from foreign currency transactions, and long-term non-cash share-based incentive plans from our operating results; and

• it helps investors to assess compliance with financial ratios and covenants included in our primary bank facility.

Adjusted EBITDA should not be considered as an alternative to any measure of operating results as promulgated under GAAP (such as operating income, net income or cash flow from operating activities), nor should it be considered as an indicator of our overall financial performance or our ability to satisfy current or future obligations and fund or finance future business opportunities. Adjusted EBITDA does not fully consider the impact of investing or financing transactions as it specifically excludes depreciation and interest expense, amortization and impairment of intangible and other long-lived assets, including goodwill, as well as the net gain or loss from non-cash foreign currency transactions, long-term share-based compensation expense, litigation charges and the net loss/(gain) from asset dispositions, all of which should also be considered in the overall evaluation of the Company's results and liquidity.

($MM) Fiscal Fiscal 2008 Fiscal 2009 2008 2009 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Sales 1,095.3 1,145.2 258.6 259.7 289.5 287.5 285.2 297.0 315.8 247.2 Net Income/(Loss) 59.3 (39.6 ) 13.6 13.3 19.4 13.0 9.6 10.3 (43.6 ) (15.9 ) Income taxes 29.0 (5.9 ) 9.3 7.4 4.4 7.9 6.1 7.2 (16.1 ) (3.1 ) Interest expense, net 12.0 15.0 1.9 2.5 3.6 4.0 4.2 3.9 4.1 2.8 Depreciation and amortization** 52.3 66.9 12.3 12.7 13.1 14.2 15.8 16.2 16.7 18.2 Goodwill impairment charge - 83.3 - - - - - - 62.5 20.8 Litigation charge - 17.0 - - - - - - 17.0 - Non-Cash foreign currency transaction net (gain)/loss (3.1 ) (0.8 ) (2.4 ) (1.2 ) (0.3 ) 0.8 - (0.3 ) (0.4 ) (0.1 ) Share-based compensation expense 2.1 6.9 1.2 0.3 0.3 0.3 1.6 1.8 1.7 1.8 Net loss (gain) from asset dispositions* 1.6 0.6 0.4 0.6 0.5 0.1 0.2 0.3 0.2 (0.1 ) Adjusted EBITDA 153.2 143.4 36.3 35.6 41.0 40.3 37.5 39.4 42.1 24.4 Adjusted EBITDA Margin 14.0 % 12.5 % 14.0 % 13.7 % 14.2 % 14.0 % 13.1 % 13.3 % 13.3 % 9.9 %

* Included in depreciation and amortization in the Company's Consolidated Statements of Cash Flows

** Includes
long-lived
asset
impairment
charges

The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures plus proceeds from asset dispositions. The Company considers Free Cash Flow to be an important indicator of our operating flexibility and is a representative measure of our ability to satisfy current and future obligations and fund or finance future business opportunities and believes it may be similarly useful to investors.

ITEM - 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS The following exhibit is filed herewith:
99.1 Press release of the Company dated May 6, 2009, announcing the Company's fiscal 2009 fourth quarter and year-end results.

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