8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): FEBRUARY 4, 2009

CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)

TEXAS	001-12631	76-0190827
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5858 WESTHEIMER, SUITE 200 HOUSTON, TEXAS	77057
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 787-0977

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 February 4, 2009, the Company announced its fiscal 2009 third quarter 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 third quarter ended December 31, 2008. 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 “44332101.” The rebroadcast will be available from February 4 until midnight February 11, 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, goodwill impairment charges, litigation charges, share-based compensation expense, non-cash foreign 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:

• 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 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.

	Fiscal			Fiscal 2008												Fiscal 2009
($MM)	2008			Q1			Q2			Q3			Q4			Q1			Q2			Q3			YTD			LTM
Sales		1,095.3			258.6			259.7			289.5			287.5			285.2			297.0			315.8			898.0			1,185.5
Net Income		59.3			13.6			13.3			19.4			13.0			9.6			10.3			(43.6	)		(23.7	)		(10.7	)
Income taxes		29.0			9.3			7.4			4.4			7.9			6.1			7.2			(16.1	)		(2.8	)		5.1
Interest expense, net		12.0			1.9			2.5			3.6			4.0			4.2			3.9			4.1			12.2			16.2
Depreciation and amortization		52.3			12.3			12.7			13.1			14.2			15.8			16.2			16.9			48.9			63.1
Goodwill Impairment charge		—			—			—			—			—			—			—			62.5			62.5			62.5
Litigation charge		—			—			—			—			—			—			—			17.0			17.0			17.0
Non-Cash Foreign Currency Transaction Net Gain		(3.1	)		(2.4	)		(1.2	)		(0.3	)		0.8			—			(0.3	)		(0.4	)		(0.7	)		0.1
Share-based compensation expense		2.1			1.2			0.3			0.3			0.3			1.6			1.8			1.7			5.1			5.4
Net loss (gain) from asset dispositions*		1.6			0.4			0.6			0.5			0.1			0.2			0.3			0.2			0.7			0.8
Adjusted EBITDA		153.2			36.3			35.6			41.0			40.3			37.5			39.4			42.3			119.2			159.4
Adjusted EBITDA Margin		14.0	%		14.0	%		13.7	%		14.2	%		14.0	%		13.1	%		13.3	%		13.4	%		13.3	%		13.4	%

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

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.

	Fiscal			Fiscal 2008												Fiscal 2009
($MM)	2008			Q1			Q2			Q3			Q4			Q1			Q2			Q3			YTD			LTM
Net cash provided by operating activities		110.2			33.2			8.5			32.7			35.8			36.6			7.7			44.9			89.2			125.0
Capital expenditures*		(82.4	)		(9.3	)		(21.3	)		(23.4	)		(28.4	)		(8.0	)		(26.5	)		(21.5	)		(56.0	)		(84.4	)
Proceeds from asset dispositions		2.0			0.6			0.9			0.3			0.2			0.9			0.2			0.1			1.2			1.4
Free Cash Flow		29.8			24.5			(11.9	)		9.6			7.6			29.5			(18.6	)		23.5			34.4			42.1

* Capital expenditures include all expenditures for property, plant and equipment, including those that are directly financed.

The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by Sales. We define Adjusted Operating Income as Operating Income less goodwill impairment charges, litigation charges and non-cash foreign currency transactions. Adjusted Operating Income is an important performance measure used by the Company to analyze and compare post-acquisition financial trends and results of its various operations. The Company believes this non-GAAP financial measure may help investors better understand our operating results by eliminating goodwill impairment charges, litigation charges and non-cash net gain from foreign currency transactions pursuant to the revaluation of certain transactions denominated in currencies outside of the Company’s functional currency.

	Fiscal			Fiscal 2008												Fiscal 2009
($MM)	2008			Q1			Q2			Q3			Q4			Q1			Q2			Q3			YTD			LTM
Sales		1,095.3			258.6			259.7			289.5			287.5			285.2			297.0			315.8			898.0			1,185.5
Operating income		100.3			24.8			23.2			27.4			24.9			20.0			21.4			(55.5	)		(14.1	)		10.8
Goodwill impairment charge		—			—			—			—			—			—			—			62.5			62.5			62.5
Litigation charge		—			—			—			—			—			—			—			17.0			17.0			17.0
Non-Cash Foreign Currency Transaction Net Gain		(3.1	)		(2.4	)		(1.2	)		(0.3	)		0.8			—			(0.3	)		(0.4	)		(0.7	)		0.1
Adjusted Operating Income		97.2			22.4			22.0			27.1			25.7			20.0			21.1			23.6			64.7			90.4
Adjusted Operating Margin		8.9	%		8.7	%		8.5	%		9.4	%		8.9	%		7.0	%		7.1	%		7.5	%		7.2	%		7.6	%

The Company defines Adjusted Net Income as Net Income less goodwill impairment charges, litigation charges and non-cash foreign currency transactions all net of taxes. The Company believes this non-GAAP financial measure may help investors better understand our ongoing operating results by eliminating goodwill impairment and litigation charges and the non-recurring non-cash net gain from foreign currency transactions pursuant to the revaluation of certain transactions denominated in currencies other than of the Company’s functional currency.

	Fiscal			Fiscal 2008											Fiscal 2009
($MM)	2008			Q1			Q2			Q3			Q4		Q1		Q2			Q3			YTD			LTM
Net Income		59.3			13.6			13.3			19.4			13.0		9.6		10.3			(43.6	)		(23.7	)		(10.7	)
Goodwill impairment charge		—			—			—			—			—		—		—			62.5			62.5			62.5
Litigation charge		—			—			—			—			—		—		—			17.0			17.0			17.0
Non-Cash Foreign Currency Transaction Net Gain — net of tax		(1.9	)		(1.5	)		(0.7	)		(0.2	)		0.5		—		(0.2	)		(0.2	)		(0.4	)		0.1
Tax benefit of goodwill impairment charge		—			—			—			—			—		—		—			(16.5	)		(16.5	)		(16.5	)
Tax benefit of litigation charge		—			—			—			—			—		—		—			(6.6	)		(6.6	)		(6.6	)
Adjusted Net Income		57.4			12.1			12.6			19.2			13.5		9.6		10.1			12.6			32.3			45.8

The Company defines Adjusted Diluted Earning per Share as Diluted Earnings per Share (loss per share), plus goodwill impairment charges, litigation charges and non-cash foreign currency transactions all net of taxes.

	Fiscal			Fiscal 2008											Fiscal 2009
($MM)	2008			Q1			Q2			Q3			Q4		Q1		Q2			Q3			YTD			LTM
Diluted earnings per share (loss per share)		4.63			0.96			0.98			1.58			1.15		0.84		0.90			(3.91	)		(2.12	)		(1.02	)
Goodwill impairment charge		—			—			—			—			—		—		—			5.51			5.48			5.51
Litigation charge		—			—			—			—			—		—		—			1.50			1.49			1.50
Non-Cash Foreign Currency Transaction Net Gain — net of tax		(0.14	)		(0.11	)		(0.06	)		(0.02	)		0.04		—		(0.02	)		(0.02	)		(0.03	)		0.01
Tax benefit of goodwill impairment charge		—			—			—			—			—		—		—			(1.45	)		(1.44	)		(1.45	)
Tax benefit of litigation charge		—			—			—			—			—		—		—			(0.58	)		(0.58	)		(0.58	)
Adjustment for diluted shares outstanding		—			—			—			—			—		—		—			0.06			0.04			0.06
Adusted Diluted Earnings per Share		4.49			0.85			0.92			1.56			1.19		0.84		0.88			1.11			2.84			4.03

ITEM — 7.01 REGULATION FD DISCLOSURE

The information in this Item is being furnished in accordance with Regulation FD and is not “filed” with the Securities and Exchange Commission (the “SEC”). Accordingly, such information is not incorporated by reference into any registration statement filed by Consolidated Graphics, Inc. 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 4, 2007, Rudamac, Inc. (“Plaintiff”) filed suit in Superior Court for the State of California, Los Angeles County, against Consolidated Graphics, Inc. (the “Company”), Thousand Oaks Printing & Specialties, Inc., a California subsidiary of the Company (“Thousand Oaks”), and an employee of Thousand Oaks (“Employee”, and together with the Company and Thousand Oaks, the “Defendants”). Employee had been employed by Plaintiff prior to his employment with Thousand Oaks.

In the lawsuit, the Plaintiff alleged that the Defendants were liable for the unauthorized use of certain business information of Plaintiff that was obtained by Employee during his employment with Plaintiff. The Defendants have vigorously denied these allegations. The Plaintiff sought an unspecified amount of monetary damages, punitive damages, injunctive relief, and attorneys fees and costs.

On January 28, 2009, the jury rendered a verdict against the Defendants in the above matter and awarded the Plaintiff $5.7 million in compensatory damages jointly and severally against the Defendants. On February 2, 2009, the jury rendered a verdict for punitive damages against Thousand Oaks for $1.5 million and against the Company for $6.65 million. A final judgment has not, however, been entered by the trial judge since there are several motions pending or expected to be filed with respect to a potential further exemplary damages award and for attorneys’ fees and costs. The Defendants intend to continue their vigorous defense of this matter at the trial court level and, if unsuccessful, intend to file an appeal on the judgment.

In a related matter, on July 30, 2008, Continental Casualty Company (“Continental”) filed a declaratory action against the Company, Thousand Oaks and Employee in the United States District Court, Southern District of Texas. On October 24, 2008, Sentry Insurance Company (“Sentry”) intervened in that case as a plaintiff. Continental and Sentry, who are insurers of the Company, have refused to defend the Defendants in the Rudamac litigation referenced above. In the declaratory judgment suit, Continental and Sentry seek a judicial declaration that they have no duty to defend and no duty to indemnify the Defendants with respect to such litigation. The insurers contend that none of the claims asserted in the Rudamac litigation are within the coverages of the liability policies issued by such insurers to the Company. The Company is vigorously challenging the insurers’ claims and seeks to be reimbursed for the costs of the Rudamac litigation, as well as the cost of any final damage awards, if any.

The Company presently estimates that the aggregate liability and expense to the Company with respect to these matters could be approximately $17,000,000 and has recognized a charge of the same amount in its quarter ended December 31, 2008.

Although the Company cannot predict the final outcome of these matters nor the amounts that may be actually incurred in connection with the above referenced litigation, it does not believe that an unfavorable outcome of these matters will have a material adverse effect on the Company’s overall business operations.

ITEM — 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

The following exhibit is filed herewith:

99.1 Press release of the Company dated February 4, 2009, announcing the Company’s fiscal 2009 third quarter results.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.

CONSOLIDATED GRAPHICS, INC. (Registrant)
By:	/s/ Jon C. Biro
	Jon C. Biro
	Executive Vice President and Chief Financial and Accounting Officer

Date: February 4, 2009

Exhibit Index

Exhibit
Number	Description
99.1	Press release of the Company dated February 4, 2009, announcing the Company’s fiscal 2009 third quarter results.

EX-99.1

Exhibit 99.1

FOR:	Consolidated Graphics, Inc.
CONTACT:	Jon C. Biro Executive Vice President and Chief Financial Officer Consolidated Graphics, Inc. (713) 787-0977
	Christine Mohrmann/Alexandra Tramont FD (212) 850-5600

FOR IMMEDIATE RELEASE

CONSOLIDATED GRAPHICS REPORTS DECEMBER QUARTER 2009 FINANCIAL RESULTS
— Record Quarterly Revenues of $315.8 Million, Up 9% Year-Over-Year —
— Quarterly Adjusted Operating Income of $23.6 or 7.5% of revenue —

HOUSTON, TEXAS — February 4, 2009 — Consolidated Graphics, Inc. (NYSE: CGX) today announced financial results for its third quarter ended December 31, 2008.

Record revenue for the December quarter was $315.8 million, up 9% compared to a year ago. Revenue increased compared to the same period a year ago due to the prior year acquisitions and strong election-related printing, partially offset by lower same-store sales. Operating income for the December 2008 quarter included a pre-tax litigation charge of $17.0 million ($10.4 million after tax or $0.92 diluted loss per share) in connection with certain litigation involving the Company, as described below and in a Current Report on Form 8-K filed today. Additionally, we recognized a pre-tax, non-cash goodwill impairment charge of $62.5 million ($46.1 million after tax or $4.06 diluted loss per share). Excluding the charges and foreign currency gains, Adjusted Operating Income was $23.6 million or 7.5% of revenues and Adjusted Net Income was $12.6 million or $1.11 per diluted share. In the prior year quarter, Adjusted Operating Income was $27.1 million or 9.3% of revenues and Adjusted Net Income was $19.2 million or $1.56 diluted earnings per share. For the December 2008 quarter reported operating loss was $55.5 million and net loss was $43.6 million or $3.91 diluted loss per share. Reported net income for the prior year quarter was $19.4 million or $1.58 diluted earnings per share. A reconciliation of the non-GAAP financial measures, Adjusted Operating Income, Adjusted Net Income and Adjusted Diluted Earnings Per Share, to the most directly comparable GAAP financial measures is included in the attached tables and in the Current Report on Form 8-K to be filed today, as well as the basis for management’s use of the non-GAAP financial measures.

For the nine months ended December 31, 2008, revenue was $898.0 million, up 11% compared to $807.9 million for the same period a year ago due to acquisitions and election-related printing, partially offset by lower same-store sales. Excluding the goodwill impairment, litigation charges, and foreign currency gains, Adjusted Operating Income was $64.7 million or 7.2% of revenues, and Adjusted Net Income for the nine months ended December 31, 2008 was $32.4 million or $2.84 diluted earnings per share. For the same period of the prior year, reported net income was $46.2 million or $3.48 diluted earnings per share. Reported net loss for the nine months ended December 31, 2008 was $23.6 million or $2.12 diluted loss per share.

- MORE -

CONSOLIDATED GRAPHICS REPORTS THIRD QUARTER 2009
FINANCIAL RESULTS PAGE -2-

Within the past week, a jury rendered a verdict for compensatory and punitive damages against the Company due to a lawsuit involving an isolated dispute between the Company and the former employer of an existing sales employee. As a result of this judgment, a pre-tax litigation charge of $17.0 million has been recognized in the December 2008 financial statements. The judge may award additional exemplary and punitive damages and the plaintiff has requested an award of $3.2 million. The Company intends to continue its defense of this matter at the trial court level and, if unsuccessful, intends to appeal the judgment, as well as pursue potential insurance reimbursement, which has previously been denied.

Due to the recent decline in our stock price, current economic conditions and our near-term outlook, we performed an interim assessment of goodwill impairment. This goodwill impairment assessment resulted in a $62.5 million pre-tax, non-cash charge to the income statement during the December quarter. We will perform our required annual goodwill impairment test in connection with the preparation of our fiscal year ended March 31, 2009 financial statements and this may result in another non-cash goodwill impairment charge.

Joe R. Davis, Chairman and Chief Executive Officer of Consolidated Graphics commented, “We are pleased to announce record revenues for the second consecutive quarter. During the quarter, we benefited from our recent acquisitions, strong election-related sales and strong seasonal digital print business. Excluding these parts of our business, we were clearly impacted by the very challenging economic environment we are now experiencing. Fortunately, our company presidents did a good job adjusting operating expenses to protect our profit margins, excluding the goodwill impairment and litigation charges.”

Mr. Davis continued, “Looking forward to the March quarter we expect revenues of $255 — $275 million and diluted earnings per share of between $.35 and $.55. This forecast assumes lower year-over-year acquisition revenue growth, a same-store sales decline of between 12% and 18%, no election-related revenue, and continued economic headwinds. More details regarding our forecast assumptions will be provided during our earnings conference call. Over the longer-term we believe we are well positioned, with the leadership, financial strength and industry leading product offerings to manage through the current economic crisis and succeed in the recovery.”

Consolidated Graphics will host a conference call today, Wednesday, February 4, 2009, at 11:00 a.m. Eastern Time, to discuss its third quarter fiscal 2009 results. The conference call will be simultaneously broadcast live over the Internet on our website (www.cgx.com) and a subsequent archive of such call will also be available on our website.

Consolidated Graphics, Inc. (CGX), headquartered in Houston, Texas, is one of North America’s leading general commercial printing companies. With 70 printing businesses strategically located across 27 states, Canada, and in Prague, we offer an unmatched geographic footprint, unsurpassed capabilities, and unparalleled levels of convenience, efficiency and service. With locations in or near virtually every major U.S. market, CGX provides service and responsiveness of a local printer enhanced by the economic, geographic and technological advantages of a large national organization.

Consolidated Graphics’ vast and technologically advanced sheetfed and web printing capabilities are complemented by the largest integrated digital footprint of any commercial printer in the U.S. By coupling North America’s most comprehensive printing capabilities with strategically located fulfillment centers and industry-leading technology, CGX delivers solutions that create a spectrum of value for customers. CGX offers the unique ability to respond to all printing-related needs no matter how large, small, specialized or complex. For more information, visit www.cgx.com.

CONSOLIDATED GRAPHICS REPORTS THIRD QUARTER 2009
FINANCIAL RESULTS PAGE -3-

Forward-Looking Statements and Regulation G Reconciliation

This press release 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 press release for a variety of reasons, which include, continuing weakness in the economy, the growth of its digital printing, the decline in election-related printing, its ability to adequately manage expenses, including labor costs, the unfavorable outcome of legal proceedings, the lack of or adequacy of insurance coverage for or business operations, the continued availability of raw materials at affordable prices and retention of its key management and operating personnel, satisfactory labor relations, the potential for additional goodwill impairment charges, 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 in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2008, as filed with the Securities and Exchange Commission. You should pay particular attention to and review the important risk factors and cautionary statements described in the “Risk Factors” section, as well as 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 Quarterly Reports on Form 10-Q 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.

This press release also contains references to the non-GAAP financial measures of earnings including operating income before goodwill impairment charge, litigation charge and non-cash foreign currency transaction net gain, or Adjusted Operating Income, net income before goodwill impairment charge, litigation charge and non-cash foreign currency transaction net gain, net of tax benefit, or Adjusted Net Income, and diluted earnings per share before goodwill impairment charge, litigation charge and non-cash foreign currency transaction net gain, net of tax benefit, or Adjusted Diluted Earnings per Share. Management’s opinion regarding the usefulness of Adjusted Operating Income, Adjusted Net Income and Adjusted Diluted Earnings per Share to investors and a description of the ways in which management used such measures can be found in the Current Report on Form 8-K we filed today with the Securities and Exchange Commission.

(Tables to follow)

CONSOLIDATED GRAPHICS REPORTS THIRD QUARTER 2009
FINANCIAL RESULTS PAGE -4-

CONSOLIDATED GRAPHICS, INC.
Condensed Consolidated Income Statements
(In thousands, except per share amounts)

	Three Months Ended												Nine Months Ended
	December 31,												December 31,
							Change												Change
	2008			2007			$			%			2008			2007			$			%
Sales	$	315,815		$	289,538		$	26,277			9		$	897,960		$	807,850		$	90,110			11
Cost of Sales		241,055			214,140			26,915			13			679,974			598,011			81,963			14
Gross Profit		74,760			75,398			(638	)		(1	)		217,986			209,839			8,147			4
Selling Expenses		26,153			27,849			(1,696	)		(6	)		81,336			79,514			1,822			2
General and Administrative Expenses(1)		24,981			20,489			4,492			22			71,975			58,885			13,090			22
Goodwill Impairment Charge		62,524			—			62,524		nm				62,524			—			62,524		nm
Litigation Charge		17,000			—			17,000		nm				17,000			—			17,000		nm
Other (Income) Expense, net		(386	)		(329	)		(57	)		17			(638	)		(3,909	)		3,271			(84	)
Operating Income (Loss)		(55,512	)		27,389			(82,901	)	nm				(14,211	)		75,349			(89,560	)	nm
Interest Expense, net		4,108			3,630			478			13			12,171			7,973			4,198			53
Income (Loss) before Taxes		(59,620	)		23,759			(83,379	)	nm				(26,382	)		67,376			(93,758	)	nm
Income Taxes		(16,054	)		4,397			(20,451	)	nm				(2,735	)		21,171			(23,906	)	nm
Net Income (Loss)	$	(43,566	)	$	19,362		$	(62,928	)	nm			$	(23,647	)	$	46,205		$	(69,852	)	nm
Earnings (Loss) Per Share
Basic	$	(3.91	)	$	1.63								$	(2.12	)	$	3.58
Diluted	$	(3.91	)	$	1.58								$	(2.12	)	$	3.48
Weighted Average Shares Outstanding
Basic		11,147			11,905									11,135			12,910
Diluted		11,147			12,225									11,135			13,295
Effective Income Tax Rate		27	%		19	%								10	%		31	%
(1) Share based compensation included in these expenses	$	1,725		$	240								$	5,119		$	1,760

nm — not meaningful

CONSOLIDATED GRAPHICS REPORTS THIRD QUARTER 2009
FINANCIAL RESULTS PAGE -5-

CONSOLIDATED GRAPHICS, INC.
Reconciliations of Non-GAAP Performance Measures
(In thousands, except per share amounts)

	Three Months Ended												Nine Months Ended
	December 31,												December 31,
							Change												Change
	2008			2007			$			%			2008			2007			$			%
Operating income (loss) per GAAP	$	(55,512	)	$	27,389			(82,901	)	nm			$	(14,211	)	$	75,349			(89,560	)	nm
Goodwill impairment charge		62,524			—			62,524		nm				62,524			—			62,524		nm
Litigation charge		17,000			—			17,000		nm				17,000			—			17,000		nm
Foreign Currency Transaction Net Gain — (net of tax)		(386	)		(329	)		(34	)	nm				(638	)		(3,909	)		3,271		nm
Adjusted Operating Income	$	23,626		$	27,060			(3,434	)		(13	)	$	64,675		$	71,440			(6,765	)		(9	)
Net income (loss) per GAAP	$	(43,566	)	$	19,362			(62,928	)	nm			$	(23,647	)	$	46,205			(69,852	)	nm
Goodwill impairment charge		62,524			—			62,524		nm				62,524			—			62,524		nm
Litigation charge		17,000			—			17,000		nm				17,000			—			17,000		nm
Foreign Currency Transaction Net Gain — (net of tax)		(235	)		(201	)		(34	)	nm				(389	)		(2,384	)		1,995		nm
Tax benefit of goodwill impairment charge		(16,466	)		—			(16,466	)	nm				(16,466	)		—			(16,466	)	nm
Tax benefit of litigation charge		(6,630	)		—			(6,630	)	nm				(6,630	)		—			(6,630	)	nm
Adjusted Net Income	$	12,627		$	19,161			(6,534	)		(34	)	$	32,392		$	43,821			(11,429	)		(26	)
Diluted earnings per share (loss per share) per GAAP	$	(3.91	)	$	1.58			(5.49	)	nm			$	(2.12	)	$	3.48			(5.60	)	nm
Goodwill impairment charge		5.51			—			5.51		nm				5.48			—			5.48		nm
Litigation charge		1.50			—			1.50		nm				1.49			—			1.49		nm
Foreign Currency Transaction Net Gain — (net of tax)		(0.02	)		(0.02	)		0		nm				(0.03	)		(0.19	)		0.16		nm
Tax benefit of goodwill impairment charge		(1.45	)		—			(1.45	)	nm				(1.44	)		—			(1.44	)	nm
Tax benefit of litigation charge		(0.58	)		—			(0.58	)	nm				(0.58	)		—			(0.58	)	nm
Adjustment for diluted shares outstanding		0.06			—			0.06		nm				0.04			—			0.04		nm
Adjusted Diluted Earnings per Share	$	1.11		$	1.56		$	(0.52	)		(33	)	$	2.84		$	3.29			(0.45	)		(14	)