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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 29, 2008

or



| ̈ | 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 |  | Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number |  | I.R.S. Employer Identification No.
|333-112055             |  | VISANT HOLDING CORP.                                                                            |  | 90-0207875                        
|                       |  | (Incorporated in Delaware) 357 Main Street Armonk, New York 10504 Telephone: (914) 595-8200     |  |                                   
|                       |  |                                                                                                
|333-120386             |  | VISANT CORPORATION                                                                              |  | 90-0207604                        
|                       |  | (Incorporated in Delaware) 357 Main Street Armonk, New York 10504 Telephone: (914) 595-8200     |  |                                   

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether any of the registrants is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                                                                        |  |                             
|-------------------------- |  | -------------------- |  | ---------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether any of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

As of May 5, 2008, there were 5,979,984 shares of Class A Common Stock, par value $.01 per share, and one share of Class C Common Stock, par value $.01 per share, of Visant Holding Corp. outstanding and 1,000 shares of common
stock, par value $.01 per share, of Visant Corporation outstanding (all of which are beneficially owned by Visant Holding Corp.).

Visant Corporation meets
the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction (H)(2) to Form 10-Q.

FILING FORMAT

This Quarterly Report on Form 10-Q is a combined
report being filed separately by two registrants: Visant Holding Corp. (Holdings) and Visant Corporation, a wholly owned subsidiary of Holdings (Visant). Unless the context indicates otherwise, any reference in this report to
the Company, we, our, us or Holdings refers to Visant Holding Corp., together with Visant Corporation and its consolidated subsidiaries.









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TABLE OF CONTENTS



|           |  |                                                                                       |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  | PART I  FINANCIAL INFORMATION                                                        |  |                                                                                                             
|           |  |                                                                                       |  |                                                                                                              |  | Page
|ITEM 1.    |  | Financial Statements (Unaudited)                                                      |  |                                                                                                             
|           |  |                                                                                      
|           |  | Visant Holding Corp. and subsidiaries:                                                |  |                                                                                                             
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Operations for the three months ended March 29, 2008 and March 31, 2007 |  | 1   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Balance Sheets as of March 29, 2008 and December 29, 2007                             |  | 2   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2008 and March 31, 2007 |  | 3   
|           |  |                                                                                      
|           |  | Visant Corporation and subsidiaries:                                                  |  |                                                                                                             
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Operations for the three months ended March 29, 2008 and March 31, 2007 |  | 4   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Balance Sheets as of March 29, 2008 and December 29, 2007                             |  | 5   
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2008 and March 31, 2007 |  | 6   
|           |  |                                                                                      
|           |  | Notes to Condensed Consolidated Financial Statements                                  |  | 7                                                                                                           
|           |  |                                                                                      
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 28                                                                                                          
|           |  |                                                                                      
|ITEM 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 37                                                                                                          
|           |  |                                                                                      
|ITEM 4.    |  | Controls and Procedures                                                               |  | 37                                                                                                          
|           |  |                                                                                      
|ITEM 4T.   |  | Controls and Procedures                                                               |  | 37                                                                                                          
|           |  |                                                                                      
|           |  | PART II  OTHER INFORMATION                                                           |  |                                                                                                             
|           |  |                                                                                      
|ITEM 1.    |  | Legal Proceedings                                                                     |  | 37                                                                                                          
|           |  |                                                                                      
|ITEM 1A.   |  | Risk Factors                                                                          |  | 37                                                                                                          
|           |  |                                                                                      
|ITEM 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 38                                                                                                          
|           |  |                                                                                      
|ITEM 3.    |  | Defaults Upon Senior Securities                                                       |  | 38                                                                                                          
|           |  |                                                                                      
|ITEM 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 38                                                                                                          
|           |  |                                                                                      
|ITEM 5.    |  | Other Information                                                                     |  | 38                                                                                                          
|           |  |                                                                                      
|ITEM 6.    |  | Exhibits                                                                              |  | 38                                                                                                          
|           |  |                                                                                       | 
|Signatures |  |                                                                                       |  |                                                                                                              |  |     



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                |  |               |         |   |               |   |         |  
|----------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------- | -
|In thousands                                    |  | March 29,2008 |         |   | March 31,2007 |  
|Net sales                                       |  | $             | 247,040 |   |               | $ | 255,850 |  
|Cost of products sold                           |  |               | 128,118 |   |               |   | 128,070 |  
|                                                |  |               |         |   |               |   |         |  
|Gross profit                                    |  |               | 118,922 |   |               |   | 127,780 |  
|Selling and administrative expenses             |  |               | 105,328 |   |               |   | 103,742 |  
|(Gain) loss on disposal of fixed assets         |  |               | (20     | ) |               |   | 391     |  
|Special charges                                 |  |               | 1,451   |   |               |   |        |  
|                                                |  |               |         |   |               |   |         |  
|Operating income                                |  |               | 12,163  |   |               |   | 23,647  |  
|Interest expense, net                           |  |               | 30,273  |   |               |   | 38,508  |  
|                                                |  |               |         |   |               |   |         |  
|Loss before income taxes                        |  |               | (18,110 | ) |               |   | (14,861 | )
|Benefit from income taxes                       |  |               | (6,755  | ) |               |   | (5,249  | )
|                                                |  |               |         |   |               |   |         |  
|Loss from continuing operations                 |  |               | (11,355 | ) |               |   | (9,612  | )
|Income from discontinued operations, net of tax |  |               |        |   |               |   | 8,373   |  
|                                                |  |               |         |   |               |   |         |  
|Net loss                                        |  | $             | (11,355 | ) |               | $ | (1,239  | )
|                                                |  |               |         |   |               |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



1



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VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | --------- | - | ---------------- | - | --------- | -
|In thousands, except share amounts                                                                                                                                       |  | March 29,2008 |           |   | December 29,2007 |  
|ASSETS                                                                                                                                                                   |  |               |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                                                |  | $             | 96,579    |   |                  | $ | 59,710    |  
|Accounts receivable, net                                                                                                                                                 |  |               | 131,585   |   |                  |   | 138,896   |  
|Inventories, net                                                                                                                                                         |  |               | 143,979   |   |                  |   | 103,924   |  
|Salespersons overdrafts, net of allowance of $10,057 and $9,969, respectively                                                                                            |  |               | 29,171    |   |                  |   | 28,730    |  
|Prepaid expenses and other current assets                                                                                                                                |  |               | 22,145    |   |                  |   | 19,346    |  
|Income tax receivable                                                                                                                                                    |  |               | 10,645    |   |                  |   | 6,959     |  
|Deferred income taxes                                                                                                                                                    |  |               | 12,662    |   |                  |   | 12,661    |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total current assets                                                                                                                                                     |  |               | 446,766   |   |                  |   | 370,226   |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Property, plant and equipment                                                                                                                                            |  |               | 368,833   |   |                  |   | 355,341   |  
|Less accumulated depreciation                                                                                                                                            |  |               | (184,109  | ) |                  |   | (174,230  | )
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Property, plant and equipment, net                                                                                                                                       |  |               | 184,724   |   |                  |   | 181,111   |  
|Goodwill                                                                                                                                                                 |  |               | 935,520   |   |                  |   | 935,569   |  
|Intangibles, net                                                                                                                                                         |  |               | 502,925   |   |                  |   | 515,343   |  
|Deferred financing costs, net                                                                                                                                            |  |               | 30,778    |   |                  |   | 32,666    |  
|Other assets                                                                                                                                                             |  |               | 12,379    |   |                  |   | 12,180    |  
|Prepaid pension costs                                                                                                                                                    |  |               | 64,579    |   |                  |   | 64,579    |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total assets                                                                                                                                                             |  | $             | 2,177,671 |   |                  | $ | 2,111,674 |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                     |  |               |           |   |                  |   |           |  
|Short-term borrowings                                                                                                                                                    |  | $             |          |   |                  | $ | 714       |  
|Accounts payable                                                                                                                                                         |  |               | 52,781    |   |                  |   | 46,735    |  
|Accrued employee compensation and related taxes                                                                                                                          |  |               | 38,411    |   |                  |   | 37,245    |  
|Commissions payable                                                                                                                                                      |  |               | 29,400    |   |                  |   | 23,468    |  
|Customer deposits                                                                                                                                                        |  |               | 233,640   |   |                  |   | 184,461   |  
|Interest payable                                                                                                                                                         |  |               | 29,311    |   |                  |   | 12,273    |  
|Other accrued liabilities                                                                                                                                                |  |               | 28,785    |   |                  |   | 30,106    |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total current liabilities                                                                                                                                                |  |               | 412,328   |   |                  |   | 335,002   |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Long-term debt                                                                                                                                                           |  |               | 1,397,836 |   |                  |   | 1,392,107 |  
|Deferred income taxes                                                                                                                                                    |  |               | 173,228   |   |                  |   | 177,929   |  
|Pension liabilities                                                                                                                                                      |  |               | 23,510    |   |                  |   | 25,011    |  
|Other noncurrent liabilities                                                                                                                                             |  |               | 30,007    |   |                  |   | 29,748    |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                        |  |               | 2,036,909 |   |                  |   | 1,959,797 |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Mezzanine equity                                                                                                                                                         |  |               | 9,505     |   |                  |   | 9,768     |  
|                                                                                                                                                                         |  |              
|Common stock:                                                                                                                                                            |  |               |           |   |                  |   |           |  
|Class A $.01 par value; authorized 7,000,000 shares; issued and outstanding: 5,972,496 shares and 5,975,618 shares at March 29, 2008
and December 29, 2007, respectively |  |               |           |   |                  |   |           |  
|Class B $.01 par value; non-voting; authorized 2,724,759 shares; issued and outstanding: none at March 29, 2008 and December 29,
2007                                    |  |               |           |   |                  |   |           |  
|Class C $.01 par value; authorized 1 share; issued and outstanding: 1 share at March 29, 2008 and December 29, 2007                                                      |  |               | 60        |   |                  |   | 60        |  
|Additional paid-in capital                                                                                                                                               |  |               | 176,279   |   |                  |   | 175,894   |  
|Accumulated deficit                                                                                                                                                      |  |               | (78,368   | ) |                  |   | (67,013   | )
|Treasury stock                                                                                                                                                           |  |               | (982      | ) |                  |   | (238      | )
|Accumulated other comprehensive income                                                                                                                                   |  |               | 34,268    |   |                  |   | 33,406    |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                                               |  |               | 131,257   |   |                  |   | 142,109   |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                                                               |  | $             | 2,177,671 |   |                  | $ | 2,111,674 |  
|                                                                                                                                                                         |  |               |           |   |                  |   |           |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                |  |                    |         |   |               |   |         |  
|------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                                                                |  | Three months ended |        
|In thousands                                                                    |  | March 29,2008      |         |   | March 31,2007 |  
|Net loss                                                                        |  | $                  | (11,355 | ) |               | $ | (1,239  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                    |         |   |               |   |         |  
|Income from discontinued operations                                             |  |                    |        |   |               |   | (8,373  | )
|Depreciation                                                                    |  |                    | 10,206  |   |               |   | 8,796   |  
|Amortization of intangible assets                                               |  |                    | 12,367  |   |               |   | 11,897  |  
|Amortization of debt discount, premium and deferred financing costs             |  |                    | 7,608   |   |               |   | 7,487   |  
|Other amortization                                                              |  |                    | 157     |   |               |   | 167     |  
|Deferred income taxes                                                           |  |                    | (4,693  | ) |               |   | (6,420  | )
|(Gain) loss on sale of assets                                                   |  |                    | (20     | ) |               |   | 391     |  
|Stock-based compensation                                                        |  |                    | 122     |   |               |   | 129     |  
|Changes in assets and liabilities:                                              |  |                    |         |   |               |   |         |  
|Accounts receivable                                                             |  |                    | 7,852   |   |               |   | 10,428  |  
|Inventories                                                                     |  |                    | (40,058 | ) |               |   | (30,518 | )
|Salespersons overdrafts                                                         |  |                    | (493    | ) |               |   | (787    | )
|Prepaid expenses and other current assets                                       |  |                    | (2,978  | ) |               |   | (4,597  | )
|Accounts payable and accrued expenses                                           |  |                    | 6,664   |   |               |   | (10,636 | )
|Customer deposits                                                               |  |                    | 49,457  |   |               |   | 48,277  |  
|Commissions payable                                                             |  |                    | 5,963   |   |               |   | 9,567   |  
|Income taxes payable / receivable                                               |  |                    | (3,407  | ) |               |   | 5,518   |  
|Interest payable                                                                |  |                    | 17,038  |   |               |   | 17,104  |  
|Other                                                                           |  |                    | (2,896  | ) |               |   | (1,609  | )
|                                                                                |  |                    |         |   |               |   |         |  
|Net cash provided by operating activities of continuing operations              |  |                    | 51,534  |   |               |   | 55,582  |  
|Net cash used in operating activities of discontinued operations                |  |                    |        |   |               |   | (7,737  | )
|                                                                                |  |                    |         |   |               |   |         |  
|Net cash provided by operating activities                                       |  |                    | 51,534  |   |               |   | 47,845  |  
|                                                                                |  |                    |         |   |               |   |         |  
|Purchases of property, plant and equipment                                      |  |                    | (13,685 | ) |               |   | (20,012 | )
|Proceeds from sale of property and equipment                                    |  |                    | 47      |   |               |   | 281     |  
|Acquisition of businesses, net of cash acquired                                 |  |                    | (10     | ) |               |   | (27,486 | )
|                                                                                |  |                    |         |   |               |   |         |  
|Net cash used in investing activities of continuing operations                  |  |                    | (13,648 | ) |               |   | (47,217 | )
|Net cash used in investing activities of discontinued operations                |  |                    |        |   |               |   | (3,138  | )
|                                                                                |  |                    |         |   |               |   |         |  
|Net cash used in investing activities                                           |  |                    | (13,648 | ) |               |   | (50,355 | )
|                                                                                |  |                    |         |   |               |   |         |  
|Short-term repayments                                                           |  |                    | (714    | ) |               |   |        |  
|Repurchase of common stock and options                                          |  |                    | (744    | ) |               |   |        |  
|                                                                                |  |                    |         |   |               |   |         |  
|Net cash used in financing activities                                           |  |                    | (1,458  | ) |               |   |        |  
|                                                                                |  |                    |         |   |               |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                    |  |                    | 441     |   |               |   | 109     |  
|                                                                                |  |                    |         |   |               |   |         |  
|Increase (decrease) in cash and cash equivalents                                |  |                    | 36,869  |   |               |   | (2,401  | )
|Cash and cash equivalents, beginning of period                                  |  |                    | 59,710  |   |               |   | 18,778  |  
|                                                                                |  |                    |         |   |               |   |         |  
|Cash and cash equivalents, end of period                                        |  | $                  | 96,579  |   |               | $ | 16,377  |  
|                                                                                |  |                    |         |   |               |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



3



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VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                |  |               |         |   |               |   |         |  
|----------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------- | -
|In thousands                                    |  | March 29,2008 |         |   | March 31,2007 |  
|Net sales                                       |  | $             | 247,040 |   |               | $ | 255,850 |  
|Cost of products sold                           |  |               | 128,118 |   |               |   | 128,070 |  
|                                                |  |               |         |   |               |   |         |  
|Gross profit                                    |  |               | 118,922 |   |               |   | 127,780 |  
|Selling and administrative expenses             |  |               | 105,167 |   |               |   | 103,557 |  
|(Gain) loss on disposal of fixed assets         |  |               | (20     | ) |               |   | 391     |  
|Special charges                                 |  |               | 1,451   |   |               |   |        |  
|                                                |  |               |         |   |               |   |         |  
|Operating income                                |  |               | 12,324  |   |               |   | 23,832  |  
|Interest expense, net                           |  |               | 16,441  |   |               |   | 25,235  |  
|                                                |  |               |         |   |               |   |         |  
|Loss before income taxes                        |  |               | (4,117  | ) |               |   | (1,403  | )
|Benefit from income taxes                       |  |               | (1,407  | ) |               |   | (294    | )
|                                                |  |               |         |   |               |   |         |  
|Loss from continuing operations                 |  |               | (2,710  | ) |               |   | (1,109  | )
|Income from discontinued operations, net of tax |  |               |        |   |               |   | 8,373   |  
|                                                |  |               |         |   |               |   |         |  
|Net (loss) income                               |  | $             | (2,710  | ) |               | $ | 7,264   |  
|                                                |  |               |         |   |               |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



4



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VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                               |  |               |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | --------- | - | ---------------- | - | --------- | -
|In thousands, except share amounts                                                                                             |  | March 29,2008 |           |   | December 29,2007 |  
|ASSETS                                                                                                                         |  |               |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                      |  | $             | 96,097    |   |                  | $ | 59,142    |  
|Accounts receivable, net                                                                                                       |  |               | 131,585   |   |                  |   | 138,896   |  
|Inventories, net                                                                                                               |  |               | 143,979   |   |                  |   | 103,924   |  
|Salespersons overdrafts, net of allowance of $10,057 and $9,969, respectively                                                  |  |               | 29,171    |   |                  |   | 28,730    |  
|Prepaid expenses and other current assets                                                                                      |  |               | 22,145    |   |                  |   | 19,420    |  
|Deferred income taxes                                                                                                          |  |               | 12,662    |   |                  |   | 12,661    |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total current assets                                                                                                           |  |               | 435,639   |   |                  |   | 362,773   |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Property, plant and equipment                                                                                                  |  |               | 368,833   |   |                  |   | 355,341   |  
|Less accumulated depreciation                                                                                                  |  |               | (184,109  | ) |                  |   | (174,230  | )
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Property, plant and equipment, net                                                                                             |  |               | 184,724   |   |                  |   | 181,111   |  
|Goodwill                                                                                                                       |  |               | 935,520   |   |                  |   | 935,569   |  
|Intangibles, net                                                                                                               |  |               | 502,925   |   |                  |   | 515,343   |  
|Deferred financing costs, net                                                                                                  |  |               | 19,852    |   |                  |   | 21,272    |  
|Other assets                                                                                                                   |  |               | 12,379    |   |                  |   | 12,180    |  
|Prepaid pension costs                                                                                                          |  |               | 64,579    |   |                  |   | 64,579    |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total assets                                                                                                                   |  | $             | 2,155,618 |   |                  | $ | 2,092,827 |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|                                                                                                                               |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                           |  |               |           |   |                  |   |           |  
|Short-term borrowings                                                                                                          |  | $             |          |   |                  | $ | 714       |  
|Accounts payable                                                                                                               |  |               | 52,752    |   |                  |   | 46,735    |  
|Accrued employee compensation and related taxes                                                                                |  |               | 38,411    |   |                  |   | 37,245    |  
|Commissions payable                                                                                                            |  |               | 29,400    |   |                  |   | 23,468    |  
|Customer deposits                                                                                                              |  |               | 233,640   |   |                  |   | 184,461   |  
|Income taxes payable                                                                                                           |  |               | 682       |   |                  |   | 1,135     |  
|Interest payable                                                                                                               |  |               | 19,183    |   |                  |   | 9,781     |  
|Other accrued liabilities                                                                                                      |  |               | 28,785    |   |                  |   | 30,106    |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total current liabilities                                                                                                      |  |               | 402,853   |   |                  |   | 333,645   |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Long-term debt                                                                                                                 |  |               | 816,500   |   |                  |   | 816,500   |  
|Deferred income taxes                                                                                                          |  |               | 203,616   |   |                  |   | 206,201   |  
|Pension liabilities                                                                                                            |  |               | 23,510    |   |                  |   | 25,011    |  
|Other noncurrent liabilities                                                                                                   |  |               | 30,007    |   |                  |   | 29,748    |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total liabilities                                                                                                              |  |               | 1,476,486 |   |                  |   | 1,411,105 |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at March 29, 2007 and December 29,
2007 |  |               |          |   |                  |   |          |  
|Common stock $.01 par value; authorized 1,000 shares; 1,000 issued and outstanding at March 29, 2008 and December 29,
2007     |  |               |          |   |                  |   |          |  
|Additional paid-in capital                                                                                                     |  |               | 629,231   |   |                  |   | 629,973   |  
|Accumulated earnings                                                                                                           |  |               | 15,633    |   |                  |   | 18,343    |  
|Accumulated other comprehensive income                                                                                         |  |               | 34,268    |   |                  |   | 33,406    |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total stockholders equity                                                                                                     |  |               | 679,132   |   |                  |   | 681,722   |  
|                                                                                                                               |  |               |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                     |  | $             | 2,155,618 |   |                  | $ | 2,092,827 |  
|                                                                                                                               |  |               |           |   |                  |   |           |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



5



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##### Table of Contents

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                         |  |                    |         |   |               |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                                                                         |  | Three months ended |        
|In thousands                                                                             |  | March 29,2008      |         |   | March 31,2007 |  
|Net (loss) income                                                                        |  | $                  | (2,710  | ) |               | $ | 7,264   |  
|Adjustments to reconcile net (loss) income to net cash provided by operating activities: |  |                    |         |   |               |   |         |  
|Income from discontinued operations                                                      |  |                    |        |   |               |   | (8,373  | )
|Depreciation                                                                             |  |                    | 10,206  |   |               |   | 8,796   |  
|Amortization of intangible assets                                                        |  |                    | 12,367  |   |               |   | 11,897  |  
|Amortization of debt discount, premium and deferred financing costs                      |  |                    | 1,411   |   |               |   | 1,849   |  
|Other amortization                                                                       |  |                    | 157     |   |               |   | 167     |  
|Deferred income taxes                                                                    |  |                    | (2,577  | ) |               |   | (4,539  | )
|(Gain) loss on sale of assets                                                            |  |                    | (20     | ) |               |   | 391     |  
|Changes in assets and liabilities:                                                       |  |                    |         |   |               |   |         |  
|Accounts receivable                                                                      |  |                    | 7,852   |   |               |   | 10,428  |  
|Inventories                                                                              |  |                    | (40,058 | ) |               |   | (30,518 | )
|Salespersons overdrafts                                                                  |  |                    | (493    | ) |               |   | (787    | )
|Prepaid expenses and other current assets                                                |  |                    | (2,978  | ) |               |   | (4,597  | )
|Accounts payable and accrued expenses                                                    |  |                    | 6,637   |   |               |   | (10,636 | )
|Customer deposits                                                                        |  |                    | 49,457  |   |               |   | 48,277  |  
|Commissions payable                                                                      |  |                    | 5,963   |   |               |   | 9,567   |  
|Income taxes payable/ receivable                                                         |  |                    | (174    | ) |               |   | 8,593   |  
|Interest payable                                                                         |  |                    | 9,402   |   |               |   | 9,469   |  
|Other                                                                                    |  |                    | (2,822  | ) |               |   | (1,306  | )
|                                                                                         |  |                    |         |   |               |   |         |  
|Net cash provided by operating activities of continuing operations                       |  |                    | 51,620  |   |               |   | 55,942  |  
|Net cash used in operating activities of discontinued operations                         |  |                    |        |   |               |   | (7,737  | )
|                                                                                         |  |                    |         |   |               |   |         |  
|Net cash provided by operating activities                                                |  |                    | 51,620  |   |               |   | 48,205  |  
|                                                                                         |  |                    |         |   |               |   |         |  
|Purchases of property, plant and equipment                                               |  |                    | (13,685 | ) |               |   | (20,012 | )
|Proceeds from sale of property and equipment                                             |  |                    | 47      |   |               |   | 281     |  
|Acquisition of business, net of cash acquired                                            |  |                    | (10     | ) |               |   | (27,486 | )
|                                                                                         |  |                    |         |   |               |   |         |  
|Net cash used in investing activities of continuing operations                           |  |                    | (13,648 | ) |               |   | (47,217 | )
|Net cash used in investing activities of discontinued operations                         |  |                    |        |   |               |   | (3,138  | )
|                                                                                         |  |                    |         |   |               |   |         |  
|Net cash used in investing activities                                                    |  |                    | (13,648 | ) |               |   | (50,355 | )
|                                                                                         |  |                    |         |   |               |   |         |  
|Short-term repayments                                                                    |  |                    | (714    | ) |               |   |        |  
|Distribution to stockholders                                                             |  |                    | (744    | ) |               |   |        |  
|                                                                                         |  |                    |         |   |               |   |         |  
|Net cash used in financing activities                                                    |  |                    | (1,458  | ) |               |   |        |  
|                                                                                         |  |                    |         |   |               |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                             |  |                    | 441     |   |               |   | 109     |  
|                                                                                         |  |                    |         |   |               |   |         |  
|Increase (decrease) in cash and cash equivalents                                         |  |                    | 36,955  |   |               |   | (2,041  | )
|Cash and cash equivalents, beginning of period                                           |  |                    | 59,142  |   |               |   | 18,043  |  
|                                                                                         |  |                    |         |   |               |   |         |  
|Cash and cash equivalents, end of period                                                 |  | $                  | 96,097  |   |               | $ | 16,002  |  
|                                                                                         |  |                    |         |   |               |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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##### Table of Contents

VISANT HOLDING CORP.

VISANT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Overview and Basis of
Presentation

Overview

We
are a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling, and educational publishing segments. We were formed through the October 2004 consolidation (the
Transactions) of Jostens, Inc. (Jostens), Von Hoffmann Holdings Inc. and its subsidiaries (Von Hoffmann) and AHC I Acquisition Corp. and its subsidiaries, including AKI, Inc. (Arcade). We sell our
products and services to end customers through several different sales channels including independent sales representatives and dedicated sales forces.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein are those of:



| |  |  | Visant Holding Corp. and its wholly-owned subsidiaries (Holdings) which include Visant Corporation (Visant); and
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Visant and its wholly-owned subsidiaries.
| | - |  | -----------------------------------------

There are no significant differences between the results of operations and financial condition of Visant Corporation and those of Visant Holding Corp., other than interest expense and the related income tax effect of certain indebtedness of
Holdings. Holdings has 10.25% senior discount notes due 2013, which had an accreted value of $231.3 million and $225.6 million as of March 29, 2008 and December 29, 2007, respectively, and $350.0 million principal amount of 8.75% senior
notes due 2013.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of Holdings and Visant, and their respective subsidiaries, are presented pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) in accordance with disclosure requirements for the quarterly report on Form 10-Q. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial
statements should be read in conjunction with the consolidated financial statements and footnotes included in Holdings and Visants Annual Report on Form 10-K for the fiscal year ended December 29, 2007.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Significant Accounting Policies

Revenue Recognition

The SECs Staff Accounting Bulletin (SAB) SAB No. 104, Revenue Recognition(SAB No. 104), provides guidance
on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In accordance with SAB No. 104, the Company recognizes revenue when the earnings process is complete, evidenced by an
agreement between the Company and the customer, delivery and acceptance has occurred, collectibility is probable and pricing is fixed or determinable. Revenue is recognized when (1) products are shipped (if shipped FOB shipping point),
(2) products are delivered (if shipped FOB destination) or (3) as services are performed as determined by contractual agreement, but in all cases only when risk of loss has transferred to the customer and the Company has no further
performance obligations.



7



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##### Table of Contents

Cost of Products Sold

Cost of products sold primarily include the cost of paper and other materials, direct and indirect labor and related benefit costs, depreciation of production assets and shipping and handling costs.

Shipping and Handling

Net sales include
amounts billed to customers for shipping and handling costs. Costs incurred for shipping and handling are recorded in cost of products sold.

Selling
and Administrative Expenses

Selling and administrative expenses are expensed as incurred. These costs primarily include salaries
and related benefits of sales and administrative personnel, sales commissions, amortization of intangibles and professional fees such as audit and consulting fees.

Advertising

The Company expenses advertising costs as incurred. Selling and administrative expenses included
advertising expense of $1.9 million for each of the quarters ended March 29, 2008 and March 31, 2007.

Warranty Costs

Provisions for warranty costs related to Jostens scholastic products, particularly class rings due to their lifetime warranty, are recorded based
on historical information and current trends in manufacturing costs. The provision related to the lifetime warranty is based on the number of rings manufactured in the prior school year consistent with industry standards. The provision for total net
warranty costs on rings was $1.3 million and $1.5 million for the quarters ended March 29, 2008 and March 31, 2007, respectively. Warranty repair costs for rings manufactured in the current school year are expensed as incurred. Accrued
warranty costs included in the condensed consolidated balance sheets were approximately $0.6 million for both March 29, 2008 and December 29, 2007.

Stock-based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards (SFAS) SFAS No. 123R (revised 2004), Share-Based Payment (SFAS 123R), which requires the recognition of compensation expense related to all equity awards granted including awards modified, repurchased,
or cancelled based on the fair values of the awards at the grant date. For both three-month periods ended March 29, 2008 and March 31, 2007, the Company recognized total compensation expense related to stock options of $0.1 million, which
is included in selling and administrative expenses. Refer to Note 15, Stock-based Compensation, for further details.

Mezzanine Equity

Certain management stockholder agreements contain a repurchase feature whereby Holdings is obligated, under certain circumstances
such as death and disability (as defined in the agreements), to repurchase the common equity from the holder and settle amounts in cash. In accordance with SAB No. 107, Share-Based Payment, such equity instruments are considered
temporary equity and have been classified as mezzanine equity in the balance sheets as of March 29, 2008 and December 29, 2007.

Recent
Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans (SFAS No. 158). SFAS No. 158 requires the recognition of the funded status of a benefit plan in the balance sheet; the recognition in other comprehensive income of gains or losses and
prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and obligations as of the balance sheet date; and disclosure of additional
information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS No. 158 amends SFAS No. 87, Employers Accounting for Pensions, and
SFAS No. 106, Employers Accounting for Postretirement



8



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##### Table of Contents

Benefits Other Than Pensions, to include guidance regarding selection of assumed discount rates for use in measuring the benefit obligation. The
requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The Company adopted the balance sheet recognition provisions of SFAS 158
as of December 29, 2007, which resulted in an increase to prepaid pension asset of $64.6 million, increase to total liabilities of $32.2 million and increase to stockholders equity of $32.4 million, net of taxes. SFAS No. 158
also requires plan assets and benefit obligations to be measured as of the balance sheet of the Companys fiscal year-end. The Company has historically used a September 30 measurement date. The change in measurement date
provision of SFAS No. 158 is effective for Visants fiscal year 2008, and as a result, the Company will adopt this change in measurement date by adjusting ending retained earnings. The Company does not
expect the impact of adopting the measurement date provision of SFAS No. 158 to be material to the financial statements.

In September
2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157
requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. SFAS No. 157 became effective as of the beginning of the Companys 2008 fiscal year. In February
2008, the FASB issued Staff Positions No. 157-1 and No. 157-2, which remove certain leasing transactions from its scope and partially defer the effective date of SFAS 157 for one year for certain nonfinancial assets and liabilities. The
Company adopted SFAS No. 157 as of the beginning of fiscal year 2008, with the exception of the application of SFAS No. 157 to non-recurring nonfinancial assets and nonfinancial liabilities. The Company does not have financial assets or
financial liabilities that are currently measured and reported on the balance sheet on a fair value basis.

In February 2007, the FASB
issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 became effective as of the beginning of the Companys 2008 fiscal year. The Company has adopted SFAS 159 and has
elected not to apply the fair value option to any financial instruments.

In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations(SFAS No. 141(R)),which changes how business acquisitions are accounted. SFAS No. 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets
acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will,
among other things: impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices
for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets and tax benefits. SFAS No. 141(R) is effective for business combinations and adjustments to an acquired
entitys deferred tax asset and liability balances occurring after December 31, 2008. The Company is evaluating the future impact and disclosure implications of this standard.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, (SFAS
No. 160) an amendment of Accounting Research Bulletin No. 51, which establishes new standards governing the accounting for and reporting on noncontrolling interest (NCIs) in partially owned consolidated subsidiaries and
the loss of control of subsidiaries. Certain provisions of SFAS No. 160 indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and
decreases in the parents ownership interest that leave control intact be treated as equity transactions, rather than a step acquisition or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to
the NCI even when such allocation might result in a deficit balance. SFAS No. 160 also requires changes to certain presentation and disclosure requirements. SFAS No. 160 is effective beginning January 1, 2009. The Company is currently
evaluating the impact and disclosure implications of SFAS No. 160 but does not expect it to have a significant impact, if any, in the financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161). This statement is
intended to improve transparency in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance and cash
flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS No. 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS
No. 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with an early adoption permitted. The Company is currently evaluating the disclosure implications of
this statement.



9



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##### Table of Contents

3. The Transactions

On October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR) and affiliates of DLJ Merchant Banking Partners completed a series of transactions which created a marketing and
publishing services enterprise, servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing segments through the consolidation of Jostens, Von Hoffmann and Arcade (the Transactions).

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P.
(DLJMBP II), and DLJ Merchant Banking Partners III, L.P. (DLJMBP III) owned approximately 82.5% of Holdings outstanding equity, with the remainder held by other co-investors and certain members of management. Upon
consummation of the Transactions, an affiliate of KKR invested $256.1 million and was issued equity interests representing approximately 49.6% of the voting interest and 45.0% of the economic interest of Holdings, and affiliates of DLJMBP III
held equity interests representing approximately 41.0% of the voting interest and 45.0% of the economic interest of Holdings, with the remainder held by other co-investors and certain members of management. After giving effect to the issuance of
equity to additional members of management, as of March 29, 2008, affiliates of KKR and DLJMBP III (the Sponsors) held approximately 49.1% and 41.0%, respectively, of the voting interest of Holdings, while each continued to hold
approximately 44.6% of the economic interest of Holdings. As of March 29, 2008, the other co-investors held approximately 8.4% of the voting interest and 9.2% of the economic interest of Holdings, and members of management held approximately
1.5% of the voting interest and approximately 1.6% of the economic interest of Holdings.

4. Restructuring Activity and Other Special Charges

Restructuring Activity

During the three months ended March 29, 2008, the Company recorded $0.6 million of restructuring charges related to the closure of Jostens Attleboro, Massachusetts facility in the Scholastic segment. Additionally, the Scholastic
segment recorded charges of $0.5 million of severance and related benefits associated with the headcount reduction of 23 employees. The Marketing and Publishing Services segment recorded charges of $0.3 million related to severance costs that
reduced headcount by one employee.

During the three months ended March 31, 2007, the Company did not record any restructuring
charges.

Restructuring accruals of $2.1 million as of both March 29, 2008 and December 29, 2007 are included in other accrued
liabilities in the condensed consolidated balance sheets. The accruals include amounts provided for severance related to reductions in corporate and administrative employees from the Scholastic, Memory Book and the Marketing and Publishing Services
segments.

On a cumulative basis through March 29, 2008, the Company incurred $20.9 million of employee severance costs related to
initiatives during the period from 2004 to March 29, 2008, which affected an aggregate of 465 employees. As of March 29, 2008, the Company had paid $18.7 million in cash related to these initiatives.

Changes in the restructuring accruals during the first three months of 2008 were as follows:



|                             |  |                 |      |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|---------------------------- |  | --------------- | ---- | - | --------------- | - | ------ | --------------- |  | - | ----- | - |  | - | ------ | -
|In thousands                 |  | 2008Initiatives |      |   | 2007Initiatives |   |        | 2006Initiatives |  |   | Total |  
|Balance at December 29, 2007 |  | $               |     |   |                 | $ | 2,110  |                 |  | $ | 43    |   |  | $ | 2,153  |  
|Restructuring charges        |  |                 | 805  |   |                 |   | 646    |                 |  |   |      |   |  |   | 1,451  |  
|Severance paid               |  |                 | (105 | ) |                 |   | (1,349 | )               |  |   | (4    | ) |  |   | (1,458 | )
|                             |  |                 |      |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|Balance at March 29, 2008    |  | $               | 700  |   |                 | $ | 1,407  |                 |  | $ | 39    |   |  | $ | 2,146  |  
|                             |  |                 |      |   |                 |   |        |                 |  |   |       |   |  |   |        |  



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##### Table of Contents

The Company expects the majority of the remaining severance related to the 2006, 2007 and 2008
initiatives to be paid by the end of 2008.

5. Acquisitions

On March 16, 2007, the Company acquired all of the outstanding capital stock of Neff Holding Company and its wholly owned subsidiary Neff Motivation, Inc. (Neff) for approximately $30.5 million in
cash, including cash on hand of $3.0 million. Neff is a single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the scholastic market segment.

On June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (VSI), a supplier in the overhead
transparency and book component business. The Company acquired VSI for approximately $25.1 million (including a payment of $1.0 million to be made in 2009). VSI conducts business under the name of Lehigh Milwaukee.

On October 1, 2007, the Companys wholly owned subsidiary, Memory Book Acquisition LLC, acquired substantially all of the assets and certain
liabilities of Publishing Enterprises, Incorporated, a producer of school memory books and student planners for $6.8 million.

The
acquisitions were accounted for as purchases in accordance with the provisions of SFAS No. 141, Business Combinations. The costs of the acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed
based upon their relative fair values as of the date of the acquisition.

The allocation of the aggregate purchase price for the Neff, VSI
and Publishing Enterprises acquisitions was as follows:



|                              |  |               |        |  
|----------------------------- |  | ------------- | ------ | -
|In thousands                  |  | March 29,2008 |       
|Current assets                |  | $             | 16,767 |  
|Property, plant and equipment |  |               | 8,997  |  
|Intangible assets             |  |               | 24,450 |  
|Goodwill                      |  |               | 24,142 |  
|Long-term assets              |  |               | 131    |  
|Current liabilities           |  |               | (6,612 | )
|Long-term liabilities         |  |               | (5,672 | )
|                              |  |               |        |  
|                              |  | $             | 62,203 |  
|                              |  |               |        |  

In connection with the purchase accounting related to the acquisition of Neff, VSI and the
Publishing Enterprises assets, the intangible assets and goodwill approximated $28.0 million and $15.3 million and $5.2 million, respectively, which consisted of:



|                       |  |               |       
|---------------------- |  | ------------- | ------
|In thousands           |  | March 29,2008
|Customer relationships |  | $             | 16,840
|Trademarks             |  |               | 6,300 
|Restrictive covenants  |  |               | 1,310 
|Goodwill               |  |               | 24,142
|                       |  |               |       
|                       |  | $             | 48,592
|                       |  |               |       



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##### Table of Contents

Customer relationships are being amortized over a ten-year period. The restrictive covenants are being
amortized over the average life of the respective agreements, of which the average term is two years.

The results of Neff operations are
reported as part of the Scholastic segment from the acquisition date, and as such, all of its goodwill will be allocated to that segment. None of the goodwill will be amortizable for tax purposes. The results of VSI are included in the Marketing and
Publishing services segment from the acquisition date, and substantially all of the goodwill will be fully amortizable for tax purposes. The results of Memory Book Acquisition LLC, which acquired substantially all of the Publishing Enterprises
assets, are included in the Memory Book segment from the date of acquisition, and substantially all of the goodwill will be fully amortizable for tax purposes.

These acquisitions, both individually and in the aggregate, were not material to the Companys operations, financial positions or cash flows.

6. Discontinued Operations

In May 2007, the Company completed the sale of its Von Hoffmann Holdings
Inc., Von Hoffmann Corporation and Anthology, Inc. businesses (the Von Hoffmann businesses), recognizing net proceeds of $401.8 million and a gain on sale of $97.9 million. The Von Hoffmann businesses previously comprised the Educational
Textbook segment and a portion of the Marketing and Publishing Services segment.

The results of the Von Hoffmann businesses have been
reported on the condensed consolidated statement of operations in the caption titled Income from discontinued operations, net of tax. Previously, the results of these businesses included certain allocated corporate costs, which have
been reallocated to the remaining continuing operations.

We also had income of $1.0 million, net of tax, for the three months ended
March 31, 2007 from the Jostens Recognition business, which was discontinued in 2001. The income in 2007 resulted from the reversal of an accrual for potential exposure for which the Company did not believe it was likely to have an ongoing
liability.

Included in income from discontinued operations in the condensed consolidated statements of operations are the following:



|                                                  |  |               |   |               |   |       
|------------------------------------------------- |  | ------------- | - | ------------- | - | ------
|In thousands                                      |  | March 29,2008 |   | March 31,2007
|Net sales from discontinued operations            |  | $             |  |               | $ | 71,731
|Pretax income from discontinued operations        |  |               |  |               |   | 13,804
|Income tax provision from discontinued operations |  |               |  |               |   | 5,431 
|                                                  |  |               |   |               |   |       
|Income from discontinued operations, net of tax   |  | $             |  |               | $ | 8,373 
|                                                  |  |               |   |               |   |       

7. Comprehensive (Loss) Income

The following amounts were included in determining comprehensive loss for Holdings as of the dates indicated:



|                                            |  |                    |         |   |               |   |        |  
|------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------ | -
|                                            |  | Three Months Ended |        
|In thousands                                |  | March 29,2008      |         |   | March 31,2007 |  
|Net loss                                    |  | $                  | (11,355 | ) |               | $ | (1,239 | )
|Change in cumulative translation adjustment |  |                    | 862     |   |               |   | 4      |  
|                                            |  |                    |         |   |               |   |        |  
|Comprehensive loss                          |  | $                  | (10,493 | ) |               | $ | (1,235 | )
|                                            |  |                    |         |   |               |   |        |  

The following amounts were included in determining comprehensive (loss) income for Visant as of
the dates indicated:



|                                            |  |                    |        |   |               |   |      
|------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | -----
|                                            |  | Three Months Ended
|In thousands                                |  | March 29,2008      |        |   | March 31,2007
|Net (loss) income                           |  | $                  | (2,710 | ) |               | $ | 7,264
|Change in cumulative translation adjustment |  |                    | 862    |   |               |   | 4    
|                                            |  |                    |        |   |               |   |      
|Comprehensive (loss) income                 |  | $                  | (1,848 | ) |               | $ | 7,268
|                                            |  |                    |        |   |               |   |      



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8. Accounts Receivable and Inventories

Net accounts receivable were comprised of the following:



|                                |  |               |         |   |                  |   |         |  
|------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|In thousands                    |  | March 29,2008 |         |   | December 29,2007 |  
|Trade receivables               |  | $             | 145,247 |   |                  | $ | 149,080 |  
|Allowance for doubtful accounts |  |               | (3,983  | ) |                  |   | (3,304  | )
|Allowance for sales returns     |  |               | (9,679  | ) |                  |   | (6,880  | )
|                                |  |               |         |   |                  |   |         |  
|Accounts receivable, net        |  | $             | 131,585 |   |                  | $ | 138,896 |  
|                                |  |               |         |   |                  |   |         |  

Net inventories were comprised of the following:



|                           |  |               |         |                  |   |        
|-------------------------- |  | ------------- | ------- | ---------------- | - | -------
|In thousands               |  | March 29,2008 |         | December 29,2007
|Raw materials and supplies |  | $             | 43,302  |                  | $ | 28,771 
|Work-in-process            |  |               | 60,799  |                  |   | 37,360 
|Finished goods             |  |               | 39,878  |                  |   | 37,793 
|                           |  |               |         |                  |   |        
|Inventories, net           |  | $             | 143,979 |                  | $ | 103,924
|                           |  |               |         |                  |   |        

Precious Metals Consignment Arrangement

The Company has a precious metals consignment arrangement with a major financial institution whereby it currently has the ability to obtain up to the
lesser of certain specified quantity of precious metals and $32.5 million in dollar value in consigned inventory. As required by the terms of this agreement, the Company does not take title to consigned inventory until
payment. Accordingly, the Company does not include the value of consigned inventory or the corresponding liability in its financial statements. The value of consigned inventory at March 29, 2008 and December 29, 2007, was $20.3
million and $26.9 million, respectively. The agreement does not have a stated term, and it can be terminated by either party upon 60 days written notice. Additionally, the Company expensed consignment fees related to this facility of $0.2 million
and $0.1 million for the three months ended March 29, 2008 and March 31, 2007, respectively. The obligations under the consignment agreement are guaranteed by Visant.



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9. Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill is as follows:



|                                     |  |               |         |  
|------------------------------------ |  | ------------- | ------- | -
|In thousands                         |  | March 29,2008 |        
|Balance at beginning of period       |  | $             | 935,569 |  
|Goodwill additions during the period |  |               | 10      |  
|Currency translation                 |  |               | (59     | )
|                                     |  |               |         |  
|Balance at end of period             |  | $             | 935,520 |  
|                                     |  |               |         |  

Additions to goodwill during the three months ended March 29, 2008 primarily relate to additional acquisition
costs related to the Publishing Enterprise asset acquisition.

As of March 29, 2008, goodwill had been allocated to reporting segments
as follows:



|                                  |  |   |        
|--------------------------------- |  | - | -------
|In thousands                      |  |  
|Scholastic                        |  | $ | 305,438
|Memory Book                       |  |   | 391,070
|Marketing and Publishing Services |  |   | 239,012
|                                  |  |   |        
|                                  |  | $ | 935,520
|                                  |  |   |        

Information regarding other intangible assets is as follows:



|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|------------------------------ |  | -------------------- |  | ------------------- | ------- | ----------------------- | - | -------- | --- |  | ------------------- | ------- | ----------------------- | - | ------- | --- | - | -------- | - |  | - | -------
|                               |  |                      |  | March 29, 2008      |         | December 29, 2007      
|In thousands                   |  | Estimateduseful life |  | Grosscarryingamount |         | Accumulatedamortization |   |          | Net |  | Grosscarryingamount |         | Accumulatedamortization |   |         | Net
|School relationships           |  | 10 years             |  | $                   | 330,000 |                         | $ | (154,253 | )   |  | $                   | 175,747 |                         | $ | 330,000 |     | $ | (146,034 | ) |  | $ | 183,966
|Internally developed software  |  | 2 to 5 years         |  |                     | 10,700  |                         |   | (10,472  | )   |  |                     | 228     |                         |   | 10,700  |     |   | (10,298  | ) |  |   | 402    
|Patented/unpatented technology |  | 3 years              |  |                     | 20,501  |                         |   | (16,810  | )   |  |                     | 3,691   |                         |   | 19,807  |     |   | (15,915  | ) |  |   | 3,892  
|Customer relationships         |  | 4 to 40 years        |  |                     | 55,514  |                         |   | (14,200  | )   |  |                     | 41,314  |                         |   | 55,514  |     |   | (13,100  | ) |  |   | 42,414 
|Other                          |  | 3 to 10 years        |  |                     | 70,016  |                         |   | (38,551  | )   |  |                     | 31,465  |                         |   | 70,090  |     |   | (35,901  | ) |  |   | 34,189 
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  |                     | 486,731 |                         |   | (234,286 | )   |  |                     | 252,445 |                         |   | 486,111 |     |   | (221,248 | ) |  |   | 264,863
|Trademarks                     |  | Indefinite           |  |                     | 250,480 |                         |   |          |     |  |                     | 250,480 |                         |   | 250,480 |     |   |         |   |  |   | 250,480
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  | $                   | 737,211 |                         | $ | (234,286 | )   |  | $                   | 502,925 |                         | $ | 736,591 |     | $ | (221,248 | ) |  | $ | 515,343
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        

Amortization expense related to other intangible assets was $12.4 million and $11.9 million for
the three months ended March 29, 2008 and March 31, 2007, respectively.

Based on intangible assets in service as of
March 29, 2008, estimated amortization expense for the remainder of 2008 and each of the five succeeding fiscal years is $35.7 million, $43.6 million, $42.6 million, $40.5 million, $38.2 million and $24.2 million, respectively.



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10. Debt

Debt consists of the following:



|                                                                                                                                                                                                                                                                     |  |               |           |                  |   |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|In thousands                                                                                                                                                                                                                                                         |  | March 29,2008 |           | December 29,2007
|Holdings:                                                                                                                                                                                                                                                            |  |               |           |                  |   |          
|Senior discount notes, 10.25% fixed rate, net of discount of $15,864 and $21,593 at March 29, 2008 and December 29, 2007,
respectively, with semi-annual interest accretion through December 1, 2008, thereafter semi-annual and payable at maturity - December 2013 |  | $             | 231,336   |                  | $ | 225,607  
|Senior notes, 8.75% fixed rate, with semi-annual interest payments of $15.3 million, principal due and payable at maturity - December 2013                                                                                                                           |  |               | 350,000   |                  |   | 350,000  
|Visant:                                                                                                                                                                                                                                                              |  |               |           |                  |   |          
|Borrowings under our senior secured credit facility:                                                                                                                                                                                                                 |  |               |           |                  |   |          
|Term Loan C, variable rate, 6.72% at March 29, 2008 and 7.19% at December 29, 2007, with semi-annual principal and interest payments
through October 1, 2011                                                                                                         |  |               | 316,500   |                  |   | 316,500  
|Borrowings under our revolving credit facility                                                                                                                                                                                                                       |  |               |          |                  |   | 714      
|Senior subordinated notes, 7.625% fixed rate, with semi-annual interest payments of $19.1 million, principal due and payable at maturity -
October 2012                                                                                                              |  |               | 500,000   |                  |   | 500,000  
|                                                                                                                                                                                                                                                                     |  |               |           |                  |   |          
|                                                                                                                                                                                                                                                                     |  | $             | 1,397,836 |                  | $ | 1,392,821
|                                                                                                                                                                                                                                                                     |  |               |           |                  |   |          

In connection with the Transactions, Visant entered into senior secured credit facilities,
providing for an aggregate amount of $1,270 million, including a $250 million revolving credit facility, and issued $500 million aggregate principal amount of 7.625% senior subordinated notes. Also in connection with the Transactions,
Jostens, Von Hoffmann and Arcade repaid their existing indebtedness having an aggregate face value of $1,392.6 million, including the redemption value of certain remaining redeemable preferred stock.

Visants obligations under the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant
Secondary Holdings Corp., a direct wholly-owned subsidiary of Holdings and the parent of Visant, and by Visants material current and future domestic subsidiaries. The obligations of Visants principal Canadian operating subsidiary under
the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant Secondary Holdings Corp., by Visant, by Visants material current and future domestic subsidiaries and by Visants other
current and future Canadian subsidiaries. Visants obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of Visants assets and substantially all of the assets of
Visant Secondary Holdings Corp. and Visants material current and future domestic subsidiaries, including but not limited to:



| |  |  | all of Visants capital stock and the capital stock of each of Visants existing and future direct and indirect subsidiaries, except that with respect to
foreign subsidiaries such lien and pledge is limited to 65% of the capital stock of first-tier foreign subsidiaries; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | substantially all of Visants material existing and future domestic subsidiaries tangible and intangible assets.
| | - |  | -----------------------------------------------------------------------------------------------------------------

The obligations of Jostens Canada Ltd. under the senior secured credit facilities, and the guarantees of those obligations, are secured by the collateral
referred to in the prior paragraph and substantially all of the tangible and intangible assets of Jostens Canada Ltd. and each of Visants other current and future Canadian subsidiaries.

Amounts borrowed under the term loan facilities that are repaid or prepaid may not be reborrowed. Visants senior secured facilities allow us,
subject to certain conditions, to incur additional term loans under the term loan C facility, or under a new term facility, in either case in an aggregate principal amount of up to $300.0 million. Additionally, restrictions under the Visant senior
subordinated note indenture would limit Visants ability to borrow the full amount of additional term loan borrowings under such a facility. Any additional term loans will have the same security and guarantees as the Term Loan C facility.

The senior secured credit facilities require Visant to meet a maximum total leverage ratio, a minimum interest coverage ratio and a
maximum capital expenditures limitation. In addition, the senior secured credit facilities contain certain restrictive



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covenants which will, among other things, limit Visants and its subsidiaries ability to incur additional indebtedness, pay dividends, prepay
subordinated debt, make investments, merge or consolidate, change the business, amend the terms of Visants subordinated debt and engage in certain other activities customarily restricted in such agreements. It also contains certain customary
events of default, subject to grace periods, as appropriate.

The dividend restrictions under the Visant senior secured credit facilities
apply only to Visant and Visant Secondary Holdings Corp., and essentially prohibit all dividends other than (1) for dividends paid on or after April 30, 2009 and used by Holdings to make regularly-scheduled cash interest payments on its
senior discount notes, subject to compliance with the interest coverage covenant after giving effect to such dividends, (2) for other dividends so long as the amount thereof does not exceed $50 million plus an additional amount based on
Visants net income and the amount of any capital contributions received by Visant after October 4, 2004 and (3) pursuant to other customary exceptions, including redemptions of stock made with other, substantially similar stock or
with proceeds of concurrent issuances of substantially similar stock.

The indentures governing Visants senior subordinated notes and
Holdings senior discount notes and senior notes also contain numerous covenants including, among other things, restrictions on the ability to: incur or guarantee additional indebtedness or issue disqualified or preferred stock; pay dividends
or make other equity distributions; repurchase or redeem capital stock; make investments or other restricted payments; sell assets or consolidate or merge with or into other companies; create limitations on the ability of restricted subsidiaries to
make dividends or distributions to its parent company; engage in transactions with affiliates; and create liens.

Visants senior
subordinated notes are guaranteed, jointly and severally, on a senior subordinated unsecured basis, by each of Visants material current and future domestic subsidiaries. The indenture governing Visants senior subordinated notes restricts
Visant and its restricted subsidiaries from paying dividends or making any other distributions on account of Visants or any restricted subsidiarys equity interests (including any dividend or distribution payable in connection with any
merger or consolidation) other than (1) dividends or distributions by Visant payable in equity interests of Visant or in options, warrants or other rights to purchase equity interests or (2) dividends or distributions by a restricted
subsidiary, subject to certain exceptions.

The indentures governing Holdings senior discount notes and senior notes restrict
Holdings and its restricted subsidiaries from declaring or paying dividends or making any other distribution (including any payment by Holdings or any restricted subsidiary of Holdings in connection with any merger or consolidation involving
Holdings or any of its restricted subsidiaries) on account of Holdings or any of its restricted subsidiaries equity interests (other than dividends or distributions payable in certain equity interests and dividends payable to Holdings or
any restricted subsidiary of Holdings), subject to certain exceptions.

Visants senior secured credit facilities and the Visant and
Holdings notes contain certain cross-default and cross-acceleration provisions whereby a default under or acceleration of other debt obligations would cause a default under or acceleration of the senior secured credit facilities and the notes.

A failure to comply with the covenants under the senior secured credit facilities, subject to certain grace periods, would constitute a
default under the senior secured credit facilities, which could result in an acceleration of the loans and other obligations owing thereunder. As of March 29, 2008, the Company was in compliance with all covenants under its material debt
obligations.

During the second quarter of 2007, the Company voluntarily prepaid $400.0 million of term loans under its senior secured
credit facilities, including all originally scheduled principal payments due under is term loan C facility for 2006-2011.

As of
March 29, 2008, there was $15.4 million outstanding in the form of letters of credit, leaving $234.6 million available under the Visant $250 million revolving credit facility. Subsequent to March 29, 2008, Visant used cash on hand and
borrowings under the revolving credit facility to fund the acquisition of Phoenix Color as described in Note 19, Subsequent Event.

11.
Derivative Financial Instruments and Hedging Activities

The Company may enter into or purchase derivative financial instruments
principally to manage interest rate, foreign currency exchange and commodities exposures. Forward foreign currency exchange contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in Euros. At
March 29, 2008 and December 29, 2007, there were no contracts related to these activities outstanding.



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12. Commitments and Contingencies

Forward Purchase Contracts

The Company is subject to market risk associated with changes in
the price of precious metals. To mitigate the commodity price risk, the Company may from time to time enter into forward contracts to purchase gold, platinum and silver based upon the estimated ounces needed to satisfy projected customer demand. The
forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS No. 133. The Company did not have any forward contracts for both quarters ended March 29, 2008 and March 31, 2007.

Environmental

Our operations are subject to a
wide variety of federal, state, local and foreign laws and regulations governing emissions to air, discharges to water, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and
employee health and safety matters. Compliance with such laws and regulations has been more stringent and, accordingly, more costly over time. Also, as an owner and operator of real property or a generator of hazardous substances, the Company may be
subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or analogous state laws, as well as to claims for harm to health or property or for natural
resource damages arising out of contamination or exposure to hazardous substances. Some of our current or past operations have involved metalworking and plating, printing, and other activities that have resulted in environmental conditions that have
given rise to liabilities.

As part of our environmental management program, the Company has been involved in environmental remediation on
a property formerly owned and operated by Jostens for jewelry manufacturing. In July 2006, the State of Illinois Environmental Protection Agency issued a No Further Remediation letter with respect to this site. Although Jostens has
certain ongoing monitoring obligations, the Company, however, does not expect the cost of such ongoing monitoring to be material.

Legal Proceedings

In communications with U.S. Customs and Border Protection (Customs), the Company learned of an alleged inaccuracy of
the tariff classification for certain of Jostens imports from Mexico. Jostens promptly filed with Customs a voluntary disclosure to limit its monetary exposure. The effect of these tariff classification errors is that back duties and fees (or
loss of revenue) may be owed on certain imports. Additionally, Customs may impose interest on the loss of revenue, if any is determined. A review of Jostens import practices has revealed that during the relevant period, the subject
merchandise qualified for duty-free tariff treatment under the North American Free Trade Agreement (NAFTA), in which case there should be no loss of revenue or interest payment owed to Customs. However, Customs allegations indicate
that Jostens committed a technical oversight in the classification used by Jostens in claiming the preferential tariff treatment. Through its prior disclosure to Customs, Jostens addressed this technical oversight and asserted that the merchandise
did in fact qualify for duty-free tariff treatment under NAFTA and that there is no associated loss of revenue. In a series of communications received from Customs in December 2006, Jostens learned that Customs was disputing the validity of
Jostens prior disclosure and asserting a loss of revenue in the amount of $2.9 million for duties owed on entries made in 2002 and 2003 and in a separate pre-penalty notice was advised that Customs is contemplating a monetary penalty in the
amount of approximately $5.8 million (two times the alleged loss of revenue). In order to obtain the benefits of the orderly continuation and conclusion of administrative proceedings, Jostens agreed to a two-year waiver of the statute of limitations
with respect to the entries made in 2002 and 2003 that otherwise would have expired at the end of 2007 and 2008, respectively. Jostens elected to continue to address this matter by filing a petition in response to the pre-penalty notice in January
2007, disputing Customs claims and advancing its arguments to support that no loss of revenue or penalty should be issued against the Company, or in the alternative, that any penalty based on a purely technical violation should be reduced to a
nominal fixed amount reflective of the nature of the violation. In May 2007, Customs issued a penalty notice assessing a loss of revenue (plus interest) and penalty as described above based on asserted negligence by Jostens. In July 2007, Jostens
filed a petition in response to the penalty notice challenging Customs findings and asserting that there has been no loss of revenue and that no penalty should be issued against Jostens or that, in the alternative, any penalty should be
reduced to a nominal fixed amount reflective of the nature of the violation or mitigated on the basis that the imports at issue are



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nonetheless duty free. At this stage of the proceedings, the matter is being evaluated by Customs. In October 2007, based on recent court rulings, Jostens
presented additional arguments for Customs consideration supporting that the subject imports at the time of entry were entitled to duty free status. We understand that the matter is currently under review by Customs. Jostens intends to
continue to vigorously defend its position and has recorded no accrual for any potential liability pending further communication with Customs. Jostens has the opportunity to extend an offer in compromise to Customs in an effort to settle this matter
in advance of a final administrative decision. If Jostens were to do so, it would be required to tender the amount offered to Customs at the time. It is not clear what Customs final position will be with respect to the alleged tariff
classification errors or that Jostens will not be foreclosed from receiving duty free treatment for the subject imports. Jostens may not be successful in its defense, and the disposition of this matter may have a material effect on our business,
financial condition and results of operations.

The Company is also a party to other litigation arising in the normal course of business.
The Company regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. The Company does not believe the effect on our business, financial condition and results
of operations, if any, for the disposition of these matters will be material.

13. Income Taxes

The Company has recorded an income tax benefit for the three months ended March 29, 2008 based on its best estimate of the consolidated effective tax
rate applicable for the entire year. The estimated full-year consolidated effective tax rates for 2008 are 38.1% and 37.7% for Holdings and Visant, respectively, before consideration of the effect of $0.1 million of tax and interest accruals for
unrecognized tax benefits and other income tax adjustments considered a period expense or benefit. The combined effect of the annual estimated consolidated tax rates and the net current period tax adjustments resulted in effective tax rates of 37.3%
and 34.2% for Holdings and Visant, respectively, for the three-month period ended March 29, 2008. The annual estimated effective tax rates for fiscal year 2008 are comparable to the annual tax rates reported for 2007 after adjusting for the
third quarter effect in 2007 of changes in deferred state income tax rates. Tax and interest accruals considered a period expense or benefit unfavorably affected the tax rate. The Companys annual effective tax rates do not include the effect
of the Companys acquisition of Phoenix Color Corp. (Phoenix Color) during the second fiscal quarter of 2008 as described in Note 19, Subsequent Event.

For the comparable three-month period ended March 31, 2007, the effective rates of income tax benefit for Holdings and Visant were 35.3% and 21.0%,
respectively. The effective tax rates for the prior year quarter were less favorable than the tax rates for the quarter ended March 29, 2008 because tax and interest accruals on unrecognized tax benefits made up a greater portion of the overall
tax provision for the quarter ended March 31, 2007.

Effective at the beginning of 2007, the Company adopted FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109,
Accounting for Income Taxes. FIN 48 requires applying a more likely than not threshold to the recognition and derecognition of tax positions.

During the three months ended March 29, 2008, the Company provided net tax and interest accruals for unrecognized tax benefits of approximately $0.1 million. The Companys unrecognized tax benefit liability
is included in other noncurrent liabilities and at March 29, 2008 totaled $9.0 million, including interest and penalty accruals of $1.9 million. At December 29, 2007, the Companys unrecognized tax benefit liability totaled $8.8
million, including interest and tax penalty accruals of $1.7 million.

The Companys income tax filings for 2004 to 2006 are subject
to examination in the U.S. federal tax jurisdiction. During the quarter ended March 29, 2008, the IRS concluded its examination of two pre-acquisition tax filings for one of the Companys subsidiaries for 2004 resulting in only minor
adjustments. The IRS continues its audit of the Companys tax filing for 2005. The Company is also subject to examination in state and certain foreign tax jurisdictions for the 2002 to 2006 periods, none of which was individually material. The
Company has filed appeals for a Canadian federal examination for tax years 1996 and 1997. Though subject to uncertainty, the Company believes it has made appropriate provisions for all outstanding issues for all open years and in all applicable
jurisdictions. During the next twelve months, the Company does not expect that there will be a significant change in the unrecognized tax benefit liability.



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14. Pension and Other Postretirement Benefit Plans

Net periodic benefit cost for pension and other postretirement benefit plans is presented below:



|                                          |  |                    |        |   |                         |   |        |               |  |   |               |   |  |   |     |  
|----------------------------------------- |  | ------------------ | ------ | - | ----------------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | --- | -
|                                          |  | Pension benefits   |        |   | Postretirement benefits |  
|                                          |  | Three months ended |        |   | Three months ended      |  
|In thousands                              |  | March 29,2008      |        |   | March 31,2007           |   |        | March 29,2008 |  |   | March 31,2007 |  
|Service cost                              |  | $                  | 1,399  |   |                         | $ | 1,602  |               |  | $ | 3             |   |  | $ | 3   |  
|Interest cost                             |  |                    | 4,124  |   |                         |   | 3,903  |               |  |   | 34            |   |  |   | 38  |  
|Expected return on plan assets            |  |                    | (6,490 | ) |                         |   | (6,044 | )             |  |   |              |   |  |   |    |  
|Amortization of prior year service cost   |  |                    | (186   | ) |                         |   | (199   | )             |  |   | (69           | ) |  |   | (69 | )
|Amortization of net actuarial (gain) loss |  |                    | (6     | ) |                         |   |       |               |  |   | 3             |   |  |   | 9   |  
|                                          |  |                    |        |   |                         |   |        |               |  |   |               |   |  |   |     |  
|Net periodic benefit income               |  | $                  | (1,159 | ) |                         | $ | (738   | )             |  | $ | (29           | ) |  | $ | (19 | )
|                                          |  |                    |        |   |                         |   |        |               |  |   |               |   |  |   |     |  

As of December 29, 2007, the Company did not expect to have an obligation to contribute to
its qualified pension plans in 2008 due to the funded status of the plans. This estimate has not changed as of March 29, 2008. For the three months ended March 29, 2008, the Company did not make any contributions to its qualified pension
plans and contributed $0.5 million and $0.1 million to its non-qualified pension plans and postretirement welfare plans, respectively. These payments to the non-qualified pension and postretirement welfare plans are consistent with the expected
amounts disclosed as of December 29, 2007.

15. Stock-based Compensation

The 2003 Stock Incentive Plan (the 2003 Plan) was approved by the Board of Directors and effective as of October 30, 2003. The 2003 Plan
permits the Company to grant key employees and certain other persons stock options and stock awards and provides for a total of 288,023 shares of common stock for issuance of options and awards to employees of the Company and a total of 10,000
shares of common stock for issuance of options and awards to directors and other persons providing services to the Company. The maximum grant to any one person shall not exceed in the aggregate 70,400 shares. We do not currently intend to make any
additional grants under the 2003 Plan. Option grants consist of time options, which vest and become exercisable in annual installments over the first five years following the date of grant and/or performance options, which
vest and become exercisable over the first five years following the date of grant at varying levels based on the achievement of certain EBITDA targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes
certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal year satisfies cumulative performance targets, subject to certain conditions. Upon the occurrence of a change in
control (as defined in the 2003 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate depending on the
timing of the change of control and return on the equity investment by DLJMBP III in the Company as provided under the 2003 Plan. A change in control under the 2003 Plan is defined as: (i) any person or other entity (other than any
of Holdings subsidiaries), including any person as defined in Section 13(d)(3) of the Exchange Act, other than certain of the DLJMBP Funds or affiliated parties thereof becoming the beneficial owner, directly or indirectly, in
a single transaction or a series of related transactions, by way of merger, consolidation or other business combination, securities of Holdings representing more than 51% of the total combined voting power of all classes of capital stock of Holdings
(or its successor) normally entitled to vote for the election of directors of Holdings or (ii) the sale of all or substantially all of the property or assets of Holdings to any unaffiliated person or entity other than one of Holdings
subsidiaries is consummated. The Transactions did not constitute a change of control under the 2003 Plan. Options issued under the 2003 Plan expire on the tenth anniversary of the grant date. The shares underlying the options are subject to certain
transfer and other restrictions set forth in that certain Stockholders Agreement dated July 29, 2003, by and among the Company and certain holders of the capital stock of the Company. Participants under the 2003 Plan also agree to certain
restrictive covenants with respect to confidential information of the Company and non-competition in connection with their receipt of options.

All outstanding options to purchase Holdings common stock continued following the closing of the Transactions. In connection with the Transactions, all outstanding options to purchase Von Hoffmann and Arcade common stock were cancelled and
extinguished. Consideration paid in respect of the Von Hoffmann options was an amount equal to the difference between the per share merger consideration in the Transactions and the exercise price therefor. No consideration was paid in respect of the
Arcade options.



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In connection with the closing of the Transactions, the Company established the 2004 Stock Option Plan,
which permits the Company to grant key employees and certain other persons of the Company and its subsidiaries various equity-based awards, including stock options and restricted stock. The plan, currently known as the Third Amended and Restated
2004 Stock Option Plan for Key Employees of Visant Holding Corp. and Subsidiaries (the 2004 Plan), provides for issuance of a total of 510,230 shares of Holdings Class A Common Stock. As of March 29, 2008 there were 74,761
shares available for grant under the 2004 Plan. Shares related to grants that are forfeited, terminated, cancelled or expire unexercised become available for new grants. Under his employment agreement, Mr. Marc L. Reisch, the Chairman of our
Board of Directors and our Chief Executive Officer and President, received awards of stock options and restricted stock under the 2004 Plan. Additional members of management have also received grants under the 2004 Plan. Option grants consist of
time options, which vest and become exercisable in annual installments through 2009, and/or performance options, which vest and become exercisable following the date of grant based upon the achievement of certain EBITDA and
other performance targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent
fiscal year satisfies cumulative performance targets. Upon the occurrence of a change in control (as defined under the 2004 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting
and exercisability of the unvested portion of any performance option may accelerate if certain EBITDA or other performance measures have been satisfied. A change in control under the 2004 Plan is defined as: (i) the sale (in one or
a series of transactions) of all or substantially all of the assets of Holdings to an unaffiliated person; (ii) a sale (in one transaction or a series of transactions) resulting in more than 50% of the voting stock of Holdings being held by an
unaffiliated person; (iii) a merger, consolidation, recapitalization or reorganization of Holdings with or into an unaffiliated person; if and only if any such event listed in (i) through (iii) above results in the inability of the
Sponsors, or any member of members of the Sponsors, to designate or elect a majority of the Board (or the board of directors of the resulting entity or its parent company). The option exercise period is determined at the time of grant of the option
but may not extend beyond the end of the calendar year that is ten calendar years after the date of the option is granted. All options, restricted shares and any common stock for which such equity awards are exercised or with respect to which
restrictions lapse are governed by a management stockholders agreement and sale participation agreement. As of March 29, 2008, there were 248,954 options vested under the 2004 Plan and 77,039 unvested and subject to vesting.

Effective January 1, 2006, the Company adopted SFAS No. 123R, which requires the recognition of compensation expense related to all equity
awards based on the fair values of the awards at the grant date. Prior to the adoption of SFAS No. 123R, the Company used the minimum value method in its SFAS No. 123 pro forma disclosure and therefore applied the prospective transition
method as of the effective date. Under the prospective transition method, the Company would recognize compensation expense for equity awards granted, modified and canceled subsequent to the date of adoption.

On April 4, 2006, the Company declared and paid a special cash dividend of $57.03 per share to the common stockholders of Holdings. In connection
with the special cash dividend, on April 4, 2006, the exercise prices of issued and outstanding options as of April 4, 2006 under the 2003 Plan and the 2004 Plan were reduced by an amount equal to the dividend. The 2003 and 2004 Plans and
underlying stock option agreements contain provisions that provide for anti-dilutive protection in the case of certain extraordinary corporate transactions, such as the special dividend, and the incremental compensation cost, defined as the
difference in the fair value of the modified award immediately before and after the modification, was calculated as zero. As a result of the above modification, all stock option awards previously accounted for under APB No. 25 will be
prospectively accounted for under SFAS No. 123R. Accordingly, no incremental compensation cost was recognized as a result of the modification.

For each of the three-month periods ended March 29, 2008 and March 31, 2007, the Company recognized total compensation expense related to stock options of approximately $0.1 million, which is included in selling and administrative
expenses. For the three-month period ended March 29, 2008, no options were granted, cancelled, exercised or vested and 13,163 options were forfeited. For the three-month period ended March 31, 2007, no options were granted, vested or
exercised, 2,195 options were cancelled and 1,678 options were forfeited.

The following table summarizes stock option activity for Holdings:



|                                             |  |         |   |  |                                 |      
|-------------------------------------------- |  | ------- | - |  | ------------------------------- | -----
|Options in thousands                         |  | Options |   |  | Weighted -averageexercise price
|Outstanding at December 29, 2007             |  | 394     |   |  | $                               | 42.84
|Granted                                      |  |        |   |  | $                               |     
|Forfeited                                    |  | (13     | ) |  | $                               | 39.07
|Cancelled                                    |  |        |   |  | $                               |     
|                                             |  |         |   |  |                                 |      
|Outstanding at March 29, 2008                |  | 381     |   |  | $                               | 43.12
|                                             |  |         |   |  |                                 |      
|Vested or expected to vest at March 29, 2008 |  | 381     |   |  | $                               | 43.12
|                                             |  |         |   |  |                                 |      
|Exercisable at March 29, 2008                |  | 303     |   |  | $                               | 39.91
|                                             |  |         |   |  |                                 |      



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The exercise prices for options granted prior to April 2006 have been adjusted to reflect the special
dividend declared in April 2006.

The weighted average remaining contractual life of outstanding options at March 29, 2008 was
approximately 7.3 years.

16. Business Segments

In 2007, we changed the name of our Yearbook segment to Memory Book to reflect our diversified offering of custom yearbooks, memory books and related products that help people tell their stories and chronicle important events.

Our three reportable segments consist of:



| |  |  | Scholasticprovides services related to the marketing, sale and production of class rings and an array of graduation products and other scholastic
products to students and administrators primarily in high schools, colleges and other post-secondary institutions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Memory Bookprovides services related to the publication, marketing, sale and production of school yearbooks, memory books and related products that
help people tell their stories and chronicle important events; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Marketing and Publishing Servicesproduces multi-sensory and interactive advertising sampling systems, primarily for the fragrance, cosmetics and
personal care market segments, and provides innovative products and services to the direct marketing sector. The group also produces book components and overhead transparencies.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table presents information on Holdings by business segment:



|                                  |  |                    |         |   |               |   |         |  
|--------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                  |  | Three months ended |        
|In thousands                      |  | March 29,2008      |         |   | March 31,2007 |  
|Net sales                         |  |                    |         |   |               |   |         |  
|Scholastic                        |  | $                  | 139,022 |   |               | $ | 140,305 |  
|Memory Book                       |  |                    | 8,640   |   |               |   | 7,851   |  
|Marketing and Publishing Services |  |                    | 99,805  |   |               |   | 108,051 |  
|Inter-segment eliminations        |  |                    | (427    | ) |               |   | (357    | )
|                                  |  |                    |         |   |               |   |         |  
|                                  |  | $                  | 247,040 |   |               | $ | 255,850 |  
|                                  |  |                    |         |   |               |   |         |  
|Operating income                  |  |                    |         |   |               |   |         |  
|Scholastic                        |  | $                  | 12,606  |   |               | $ | 22,492  |  
|Memory Book                       |  |                    | (16,062 | ) |               |   | (17,119 | )
|Marketing and Publishing Services |  |                    | 15,619  |   |               |   | 18,274  |  
|                                  |  |                    |         |   |               |   |         |  
|                                  |  | $                  | 12,163  |   |               | $ | 23,647  |  
|                                  |  |                    |         |   |               |   |         |  
|Depreciation and Amortization     |  |                    |         |   |               |   |         |  
|Scholastic                        |  | $                  | 7,078   |   |               | $ | 6,920   |  
|Memory Book                       |  |                    | 8,913   |   |               |   | 8,477   |  
|Marketing and Publishing Services |  |                    | 6,739   |   |               |   | 5,463   |  
|                                  |  |                    |         |   |               |   |         |  
|                                  |  | $                  | 22,730  |   |               | $ | 20,860  |  
|                                  |  |                    |         |   |               |   |         |  

17. Related Party Transactions

Management Services Agreement

In connection with the Transactions, we entered into a
management services agreement with the Sponsors pursuant to which the Sponsors provide certain structuring, consulting and management advisory services to us. Under the management services agreement, during the term thereof, the Sponsors receive an
annual advisory fee of $3.0 million, that is payable quarterly and which increases by 3% per year. The Company paid $0.8 million as advisory fees to the Sponsors for each of the three months ended March 29, 2008 and March 31, 2007.
The management services agreement also provides that we will indemnify the Sponsors and their affiliates, directors, officers and representatives for losses relating to the services contemplated by the management services agreement and the
engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, the management services agreement.

Other

We retain Capstone Consulting from time to time to provide certain of our businesses with consulting services
primarily to identify and advise on potential opportunities to improve operating efficiencies and other strategic efforts within the businesses. For the three months ended March 29, 2008, we paid $0.2 million for services provided by them.
Although neither KKR nor any entity affiliated with KKR owns any of the equity of Capstone Consulting, KKR has provided financing to Capstone Consulting. In March 2005, an affiliate of Capstone Consulting invested $1.3 million in our
parents Class A Common Stock and was granted 13,527 options to purchase our parents Class A Common Stock, with an exercise price of $96.10401 per share under the 2004 Stock Option Plan (the exercise price was reduced in
connection with the dividend paid by Holdings to its stockholders on April 4, 2006, to $39.07 per share).



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We are party to an agreement with CoreTrust Purchasing Group (CoreTrust), a group purchasing
organization, pursuant to which we may purchase products and services from certain vendors through CoreTrust on the terms established between CoreTrust and each vendor. An affiliate of KKR is party to an agreement with CoreTrust which permits
certain KKR affiliates, including us, access to CoreTrusts group purchasing program. CoreTrust receives payment of fees for administrative and other services provided by CoreTrust from certain vendors based on products and services purchased
by us and CoreTrust shares a portion of such fees with the KKR affiliate. For the three months ended March 29, 2008, we purchased $0.6 million of computer and office supply products through this arrangement.

18. Condensed Consolidating Guarantor Information

As
discussed in Note 10, Debt, Visants obligations under the senior secured credit facilities and the 7.625% senior subordinated notes are guaranteed by certain of its 100% wholly-owned subsidiaries on a full, unconditional and joint and
several basis. The following tables present condensed consolidating financial information for Visant, as issuer, and its guarantor and non-guarantor subsidiaries.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended March 29, 2008



|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                 |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net sales                                        |  | $      |        |   |            | $ | 240,121 |                |  | $ | 11,200       |   |  | $     | (4,281  | ) |  | $ | 247,040 |  
|Cost of products sold                            |  |        | (3,928  | ) |            |   | 128,020 |                |  |   | 7,920        |   |  |       | (3,894  | ) |  |   | 128,118 |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        | 3,928   |   |            |   | 112,101 |                |  |   | 3,280        |   |  |       | (387    | ) |  |   | 118,922 |  
|Selling and administrative expenses              |  |        | (11     | ) |            |   | 102,045 |                |  |   | 3,133        |   |  |       |        |   |  |   | 105,167 |  
|Gain on sale of assets                           |  |        |        |   |            |   | (20     | )              |  |   |             |   |  |       |        |   |  |   | (20     | )
|Special charges                                  |  |        |        |   |            |   | 1,170   |                |  |   | 281          |   |  |       |        |   |  |   | 1,451   |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                          |  |        | 3,939   |   |            |   | 8,906   |                |  |   | (134         | ) |  |       | (387    | ) |  |   | 12,324  |  
|Interest expense, net                            |  |        | 16,768  |   |            |   | 13,965  |                |  |   | 27           |   |  |       | (14,319 | ) |  |   | 16,441  |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Loss before income taxes                         |  |        | (12,829 | ) |            |   | (5,059  | )              |  |   | (161         | ) |  |       | 13,932  |   |  |   | (4,117  | )
|Provision for (benefit from) income taxes        |  |        | 584     |   |            |   | (1,756  | )              |  |   | (84          | ) |  |       | (151    | ) |  |   | (1,407  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Loss from continuing operations                  |  |        | (13,413 | ) |            |   | (3,303  | )              |  |   | (77          | ) |  |       | 14,083  |   |  |   | (2,710  | )
|Equity loss (earnings) in subsidiary, net of tax |  |        | 3,380   |   |            |   | 77      |                |  |   |             |   |  |       | (3,457  | ) |  |   |        |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net loss                                         |  | $      | (16,793 | ) |            | $ | (3,380  | )              |  | $ | (77          | ) |  | $     | 17,540  |   |  | $ | (2,710  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended March 31, 2007



|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | ------- | -
|                                                 |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |        
|Net sales                                        |  | $      |        |   |            | $ | 252,288 |                |  | $            | 10,365 |  | $     | (6,803  | ) |  | $ | 255,850 |  
|Cost of products sold                            |  |        | (2,234  | ) |            |   | 130,585 |                |  |              | 6,333  |  |       | (6,614  | ) |  |   | 128,070 |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        | 2,234   |   |            |   | 121,703 |                |  |              | 4,032  |  |       | (189    | ) |  |   | 127,780 |  
|Selling and administrative expenses              |  |        | (219    | ) |            |   | 100,762 |                |  |              | 3,014  |  |       |        |   |  |   | 103,557 |  
|Loss on sale of assets                           |  |        |        |   |            |   | 391     |                |  |              |       |  |       |        |   |  |   | 391     |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Operating income                                 |  |        | 2,453   |   |            |   | 20,550  |                |  |              | 1,018  |  |       | (189    | ) |  |   | 23,832  |  
|Interest expense, net                            |  |        | 25,888  |   |            |   | 25,404  |                |  |              | 16     |  |       | (26,073 | ) |  |   | 25,235  |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (23,435 | ) |            |   | (4,854  | )              |  |              | 1,002  |  |       | 25,884  |   |  |   | (1,403  | )
|Provision for (benefit from) income taxes        |  |        | 910     |   |            |   | (1,483  | )              |  |              | 353    |  |       | (74     | ) |  |   | (294    | )
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income from continuing operations         |  |        | (24,345 | ) |            |   | (3,371  | )              |  |              | 649    |  |       | 25,958  |   |  |   | (1,109  | )
|Equity loss (earnings) in subsidiary, net of tax |  |        | (5,651  | ) |            |   | (649    | )              |  |              |       |  |       | 6,300   |   |  |   |        |  
|Income from discontinued operations, net         |  |        |        |   |            |   | 8,373   |                |  |              |       |  |       |        |   |  |   | 8,373   |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Net (loss) income                                |  | $      | (18,694 | ) |            | $ | 5,651   |                |  | $            | 649    |  | $     | 19,658  |   |  | $ | 7,264   |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  



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CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

March 29, 2008



|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|----------------------------------------- |  | ------ | --------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|                                          |  | Visant |           |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                    |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                 |  | $      | 89,005    |   |            | $ | (162      | )              |  | $ | 7,254        |   |  | $     |           |   |  | $ | 96,097   
|Accounts receivable, net                  |  |        | 1,875     |   |            |   | 119,866   |                |  |   | 9,844        |   |  |       |           |   |  |   | 131,585  
|Inventories, net                          |  |        |          |   |            |   | 140,913   |                |  |   | 3,620        |   |  |       | (554       | ) |  |   | 143,979  
|Salespersons overdrafts, net              |  |        |          |   |            |   | 27,737    |                |  |   | 1,434        |   |  |       |           |   |  |   | 29,171   
|Prepaid expenses and other current assets |  |        | 1,480     |   |            |   | 19,635    |                |  |   | 1,030        |   |  |       |           |   |  |   | 22,145   
|Intercompany receivable (payable)         |  |        | 5,403     |   |            |   | 63,084    |                |  |   |             |   |  |       | (68,487    | ) |  |   |         
|Deferred income taxes                     |  |        | 95        |   |            |   | 12,567    |                |  |   |             |   |  |       |           |   |  |   | 12,662   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                      |  |        | 97,858    |   |            |   | 383,640   |                |  |   | 23,182       |   |  |       | (69,041    | ) |  |   | 435,639  
|Property, plant and equipment, net        |  |        | 929       |   |            |   | 183,676   |                |  |   | 119          |   |  |       |           |   |  |   | 184,724  
|Goodwill                                  |  |        |          |   |            |   | 913,379   |                |  |   | 22,141       |   |  |       |           |   |  |   | 935,520  
|Intangibles, net                          |  |        |          |   |            |   | 493,399   |                |  |   | 9,526        |   |  |       |           |   |  |   | 502,925  
|Deferred financing costs, net             |  |        | 19,852    |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 19,852   
|Intercompany receivable (payable)         |  |        | 693,225   |   |            |   | 130,436   |                |  |   | 211          |   |  |       | (823,872   | ) |  |   |         
|Other assets                              |  |        | 40        |   |            |   | 12,255    |                |  |   | 84           |   |  |       |           |   |  |   | 12,379   
|Investment in subsidiaries                |  |        | 596,926   |   |            |   | 76,638    |                |  |   |             |   |  |       | (673,564   | ) |  |   |         
|Prepaid pension costs                     |  |        |          |   |            |   | 64,579    |                |  |   |             |   |  |       |           |   |  |   | 64,579   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                          |  | $      | 1,408,830 |   |            | $ | 2,258,002 |                |  | $ | 55,263       |   |  | $     | (1,566,477 | ) |  | $ | 2,155,618
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY      |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Accounts payable                          |  | $      | 3,448     |   |            | $ | 41,926    |                |  | $ | 7,386        |   |  | $     | (8         | ) |  | $ | 52,752   
|Accrued employee compensation             |  |        | 9,236     |   |            |   | 27,774    |                |  |   | 1,401        |   |  |       |           |   |  |   | 38,411   
|Commissions payable                       |  |        |          |   |            |   | 28,528    |                |  |   | 872          |   |  |       |           |   |  |   | 29,400   
|Customer deposits                         |  |        |          |   |            |   | 226,397   |                |  |   | 7,243        |   |  |       |           |   |  |   | 233,640  
|Income taxes payable                      |  |        | (10,987   | ) |            |   | 9,992     |                |  |   | 1,893        |   |  |       | (216       | ) |  |   | 682      
|Interest payable                          |  |        | 19,160    |   |            |   | 23        |                |  |   |             |   |  |       |           |   |  |   | 19,183   
|Intercompany payable (receivable)         |  |        | 6,104     |   |            |   | 62,386    |                |  |   |             |   |  |       | (68,490    | ) |  |   |         
|Other accrued liabilities                 |  |        | 3,126     |   |            |   | 24,836    |                |  |   | 823          |   |  |       |           |   |  |   | 28,785   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                 |  |        | 30,087    |   |            |   | 421,862   |                |  |   | 19,618       |   |  |       | (68,714    | ) |  |   | 402,853  
|Long-term debt, less current maturities   |  |        | 816,500   |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 816,500  
|Intercompany payable (receivable)         |  |        | 201,384   |   |            |   | 990,396   |                |  |   | (40,730      | ) |  |       | (1,151,050 | ) |  |   |         
|Deferred income taxes                     |  |        | (838      | ) |            |   | 204,717   |                |  |   | (263         | ) |  |       |           |   |  |   | 203,616  
|Pension liabilities                       |  |        | (714      | ) |            |   | 24,224    |                |  |   |             |   |  |       |           |   |  |   | 23,510   
|Other noncurrent liabilities              |  |        | 10,130    |   |            |   | 19,877    |                |  |   |             |   |  |       |           |   |  |   | 30,007   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                         |  |        | 1,056,549 |   |            |   | 1,661,076 |                |  |   | (21,375      | ) |  |       | (1,219,764 | ) |  |   | 1,476,486
|Stockholders equity                      |  |        | 352,281   |   |            |   | 596,926   |                |  |   | 76,638       |   |  |       | (346,713   | ) |  |   | 679,132  
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                          |  | $      | 1,408,830 |   |            | $ | 2,258,002 |                |  | $ | 55,263       |   |  | $     | (1,566,477 | ) |  | $ | 2,155,618
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          



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CONDENSED CONSOLIDATING BALANCE SHEET

December 29, 2007



|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|----------------------------------------- |  | ------ | --------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|                                          |  | Visant |           |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                    |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                 |  | $      | 40,727    |   |            | $ | 10,815    |                |  | $ | 7,600        |   |  | $     |           |   |  | $ | 59,142   
|Accounts receivable, net                  |  |        | 2,119     |   |            |   | 122,342   |                |  |   | 14,435       |   |  |       |           |   |  |   | 138,896  
|Inventories, net                          |  |        |          |   |            |   | 101,879   |                |  |   | 2,212        |   |  |       | (167       | ) |  |   | 103,924  
|Salespersons overdrafts, net              |  |        |          |   |            |   | 27,663    |                |  |   | 1,067        |   |  |       |           |   |  |   | 28,730   
|Prepaid expenses and other current assets |  |        | 916       |   |            |   | 17,438    |                |  |   | 992          |   |  |       |           |   |  |   | 19,346   
|Intercompany receivable (payable)         |  |        | 16,703    |   |            |   | 61,558    |                |  |   | 256          |   |  |       | (78,443    | ) |  |   | 74       
|Deferred income taxes                     |  |        | 95        |   |            |   | 12,566    |                |  |   |             |   |  |       |           |   |  |   | 12,661   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                      |  |        | 60,560    |   |            |   | 354,261   |                |  |   | 26,562       |   |  |       | (78,610    | ) |  |   | 362,773  
|Property, plant and equipment, net        |  |        | 1,009     |   |            |   | 179,965   |                |  |   | 137          |   |  |       |           |   |  |   | 181,111  
|Goodwill                                  |  |        |          |   |            |   | 913,379   |                |  |   | 22,190       |   |  |       |           |   |  |   | 935,569  
|Intangibles, net                          |  |        |          |   |            |   | 505,729   |                |  |   | 9,614        |   |  |       |           |   |  |   | 515,343  
|Deferred financing costs, net             |  |        | 21,272    |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 21,272   
|Intercompany receivable (payable)         |  |        | 691,331   |   |            |   | 86,542    |                |  |   |             |   |  |       | (777,873   | ) |  |   |         
|Other assets                              |  |        | 40        |   |            |   | 12,061    |                |  |   | 79           |   |  |       |           |   |  |   | 12,180   
|Investment in subsidiaries                |  |        | 600,186   |   |            |   | 76,715    |                |  |   |             |   |  |       | (676,901   | ) |  |   |         
|Prepaid pension costs                     |  |        |          |   |            |   | 64,579    |                |  |   |             |   |  |       |           |   |  |   | 64,579   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                          |  | $      | 1,374,398 |   |            | $ | 2,193,231 |                |  | $ | 58,582       |   |  | $     | (1,533,384 | ) |  | $ | 2,092,827
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY      |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Short-term borrowings                     |  | $      |          |   |            | $ |          |                |  | $ | 714          |   |  | $     |           |   |  |   | 714      
|Accounts payable                          |  |        | 2,847     |   |            |   | 37,518    |                |  |   | 6,382        |   |  |       | (12        | ) |  |   | 46,735   
|Accrued employee compensation             |  |        | 6,819     |   |            |   | 28,312    |                |  |   | 2,114        |   |  |       |           |   |  |   | 37,245   
|Customer deposits                         |  |        |          |   |            |   | 177,934   |                |  |   | 6,527        |   |  |       |           |   |  |   | 184,461  
|Commissions payable                       |  |        |          |   |            |   | 22,221    |                |  |   | 1,247        |   |  |       |           |   |  |   | 23,468   
|Income taxes payable                      |  |        | 1,711     |   |            |   | (3,398    | )              |  |   | 2,887        |   |  |       | (65        | ) |  |   | 1,135    
|Interest payable                          |  |        | 9,742     |   |            |   | 37        |                |  |   | 2            |   |  |       |           |   |  |   | 9,781    
|Intercompany payable (receivable)         |  |        | 1,155     |   |            |   | 78,444    |                |  |   |             |   |  |       | (79,599    | ) |  |   |         
|Other accrued liabilities                 |  |        | 2,853     |   |            |   | 23,810    |                |  |   | 3,443        |   |  |       |           |   |  |   | 30,106   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                 |  |        | 25,127    |   |            |   | 364,878   |                |  |   | 23,316       |   |  |       | (79,676    | ) |  |   | 333,645  
|Long-term debt, less current maturities   |  |        | 816,500   |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 816,500  
|Intercompany payable (receivable)         |  |        | 155,973   |   |            |   | 974,657   |                |  |   | (41,175      | ) |  |       | (1,089,455 | ) |  |   |         
|Deferred income taxes                     |  |        | (2,310    | ) |            |   | 208,785   |                |  |   | (274         | ) |  |       |           |   |  |   | 206,201  
|Pension liabilities                       |  |        | 67        |   |            |   | 24,944    |                |  |   |             |   |  |       |           |   |  |   | 25,011   
|Other noncurrent liabilities              |  |        | 9,967     |   |            |   | 19,781    |                |  |   |             |   |  |       |           |   |  |   | 29,748   
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                         |  |        | 1,005,324 |   |            |   | 1,593,045 |                |  |   | (18,133      | ) |  |       | (1,169,131 | ) |  |   | 1,411,105
|Stockholders equity                      |  |        | 369,074   |   |            |   | 600,186   |                |  |   | 76,715       |   |  |       | (364,253   | ) |  |   | 681,722  
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                          |  | $      | 1,374,398 |   |            | $ | 2,193,231 |                |  | $ | 58,582       |   |  | $     | (1,533,384 | ) |  | $ | 2,092,827
|                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Three months ended March 29,2008



|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                             |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net loss                                                     |  | $      | (16,793 | ) |            | $ | (3,380  | )              |  | $ | (77          | ) |  | $     | 17,540  |   |  | $ | (2,710  | )
|Other cash provided by operating activities                  |  |        | 49,589  |   |            |   | 21,119  |                |  |   | 15           |   |  |       | (16,393 | ) |  |   | 54,330  |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash provided by (used in) operating activities          |  |        | 32,796  |   |            |   | 17,739  |                |  |   | (62          | ) |  |       | 1,147   |   |  |   | 51,620  |  
|Purchases of property, plant and equipment                   |  |        | 1       |   |            |   | (13,686 | )              |  |   |             |   |  |       |        |   |  |   | (13,685 | )
|Proceeds from sale of property and equipment                 |  |        |        |   |            |   | 47      |                |  |   |             |   |  |       |        |   |  |   | 47      |  
|Acquisition of business, net of cash acquired                |  |        | (10     | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (10     | )
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash used in investing activities                        |  |        | (9      | ) |            |   | (13,639 | )              |  |   |             |   |  |       |        |   |  |   | (13,648 | )
|Short-term borrowings                                        |  |        |        |   |            |   |        |                |  |   | (714         | ) |  |       |        |   |  |   | (714    | )
|Intercompany payable (receivable)                            |  |        | 16,235  |   |            |   | (15,078 | )              |  |   |             |   |  |       | (1,157  | ) |  |   |        |  
|Distribution to stockholder                                  |  |        | (744    | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (744    | )
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash provided by (used in) financing activities          |  |        | 15,491  |   |            |   | (15,078 | )              |  |   | (714         | ) |  |       | (1,157  | ) |  |   | (1,458  | )
|Effect of exchange rate changes on cash and cash equivalents |  |        |        |   |            |   | 1       |                |  |   | 430          |   |  |       | 10      |   |  |   | 441     |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Increase (decrease) in cash and cash equivalents             |  |        | 48,278  |   |            |   | (10,977 | )              |  |   | (346         | ) |  |       |        |   |  |   | 36,955  |  
|Cash and cash equivalents, beginning of period               |  |        | 40,727  |   |            |   | 10,815  |                |  |   | 7,600        |   |  |       |        |   |  |   | 59,142  |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Cash and cash equivalents, end of period                     |  | $      | 89,005  |   |            | $ | (162    | )              |  | $ | 7,254        |   |  |       |        |   |  | $ | 96,097  |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Three months ended March 31, 2007



|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                                             |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net (loss) income                                            |  | $      | (18,694 | ) |            | $ | 5,651   |                |  | $ | 649          |   |  | $     | 19,658  |   |  | $ | 7,264   |  
|Other cash provided by (used in) operating activities        |  |        | 46,700  |   |            |   | 23,019  |                |  |   | (1,383       | ) |  |       | (19,658 | ) |  |   | 48,678  |  
|Net cash used in discontinued operations                     |  |        | (309    | ) |            |   | (7,428  | )              |  |   |             |   |  |       |        |   |  |   | (7,737  | )
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash provided by (used in) operating activities          |  |        | 27,697  |   |            |   | 21,242  |                |  |   | (734         | ) |  |       |        |   |  |   | 48,205  |  
|Purchases of property, plant and equipment                   |  |        | (16     | ) |            |   | (19,960 | )              |  |   | (36          | ) |  |       |        |   |  |   | (20,012 | )
|Proceeds from sale of property and equipment                 |  |        |        |   |            |   | 281     |                |  |   |             |   |  |       |        |   |  |   | 281     |  
|Acquisition of business, net of cash acquired                |  |        | (27,486 | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (27,486 | )
|Net cash used in discontinued operations                     |  |        |        |   |            |   | (3,138  | )              |  |   |             |   |  |       |        |   |  |   | (3,138  | )
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash used in investing activities                        |  |        | (27,502 | ) |            |   | (22,817 | )              |  |   | (36          | ) |  |       |        |   |  |   | (50,355 | )
|Intercompany payable (receivable)                            |  |        | 2,172   |   |            |   | (2,172  | )              |  |   |             |   |  |       |        |   |  |   |        |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net cash provided by (used in) financing activities          |  |        | 2,172   |   |            |   | (2,172  | )              |  |   |             |   |  |       |        |   |  |   |        |  
|Effect of exchange rate changes on cash and cash equivalents |  |        |        |   |            |   |        |                |  |   | 109          |   |  |       |        |   |  |   | 109     |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Decrease in cash and cash equivalents                        |  |        | 2,367   |   |            |   | (3,747  | )              |  |   | (661         | ) |  |       |        |   |  |   | (2,041  | )
|Cash and cash equivalents, beginning of period               |  |        | 1,707   |   |            |   | 4,275   |                |  |   | 12,061       |   |  |       |        |   |  |   | 18,043  |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Cash and cash equivalents, end of period                     |  | $      | 4,074   |   |            | $ | 528     |                |  | $ | 11,400       |   |  |       |        |   |  | $ | 16,002  |  
|                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  

19. Subsequent Event

On April 1, 2008, Visant announced the completion of its acquisition of Phoenix Color, a leading book component manufacturer. Phoenix Color operates as a wholly owned subsidiary of Visant. The total purchase
consideration was $219.0 million, subject to certain closing and post-closing adjustments.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Except where otherwise indicated, managements discussion and analysis of financial condition and results of operations is provided with respect to
Holdings, which has materially the same financial condition and results of operations as Visant, except for interest and the related income tax effect of certain indebtedness of Holdings. This discussion and analysis should be read in conjunction
with our condensed consolidated financial statements and notes thereto.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements including, without limitation, statements concerning the conditions in our industry, expected cost
savings, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. These forward-looking statements are not historical facts,
but only predictions and generally can be identified by the use of statements that include such words as may, might, will, should, estimate, project, plan,
anticipate, expect, intend, outlook, believe and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are
based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified
under Item 1A. Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 and elsewhere in this report.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:



| |  |  | our substantial indebtedness;
| | - |  | -----------------------------



| |  |  | our inability to implement our business strategy and achieve anticipated cost savings in a timely and effective manner;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | competition from other companies;
| | - |  | ---------------------------------



| |  |  | the seasonality of our businesses;
| | - |  | ----------------------------------



| |  |  | the loss of significant customers or customer relationships;
| | - |  | ------------------------------------------------------------



| |  |  | fluctuations in raw material prices;
| | - |  | ------------------------------------



| |  |  | our reliance on a limited number of suppliers;
| | - |  | ----------------------------------------------



| |  |  | our reliance on numerous complex information systems;
| | - |  | -----------------------------------------------------



| |  |  | the reliance of our businesses on limited production facilities;
| | - |  | ----------------------------------------------------------------



| |  |  | the amount of capital expenditures required at our businesses;
| | - |  | --------------------------------------------------------------



| |  |  | labor disturbances;
| | - |  | -------------------



| |  |  | environmental regulations;
| | - |  | --------------------------



| |  |  | foreign currency fluctuations and foreign exchange rates;
| | - |  | ---------------------------------------------------------



| |  |  | the outcome of litigation;
| | - |  | --------------------------



| |  |  | our dependency on the sale of school textbooks;
| | - |  | -----------------------------------------------



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| |  |  | control by our stockholders;
| | - |  | ----------------------------



| |  |  | Jostens reliance on independent sales representatives;
| | - |  | -------------------------------------------------------



| |  |  | the failure of our sampling systems to comply with U.S. postal regulations;
| | - |  | ---------------------------------------------------------------------------



| |  |  | levels of customers advertising spending, including as may be impacted by economic factors;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | changes in book-buying habits; and
| | - |  | ----------------------------------



| |  |  | the textbook adoption cycle and levels of government funding for education spending.
| | - |  | ------------------------------------------------------------------------------------

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters
referred to in the forward-looking statements contained in this report may not in fact occur. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly or revise any of them in light of new
information, future events or otherwise, except as required by law.

GENERAL

We are a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling, and
educational publishing segments. We were formed through the October 2004 consolidation (the Transactions) of Jostens, Inc. (Jostens), Von Hoffmann Holdings Inc. and its subsidiaries and AHC I Acquisition Corp. and its
subsidiaries, including AKI, Inc. (Arcade).

We sell our products and services to end customers through several different sales
channels including independent sales representatives and dedicated sales forces. Our sales and results of operations are impacted by general economic conditions, seasonality, cost of raw materials, school population trends, product quality, service
and price.

As of December 2006, our Von Hoffmann Holdings Inc., Von Hoffmann Corporation and Anthology, Inc. businesses
(the Von Hoffmann businesses) were held as assets for sale. On January 3, 2007, we entered into a Stock Purchase Agreement with R.R. Donnelley & Sons Company providing for the sale of the Von Hoffmann businesses, which
previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. We closed the transaction on May 16, 2007. The operations of the Von Hoffmann businesses are reported as discontinued
operations in the consolidated financial statements for all periods presented.

On March 16, 2007, the Company acquired all of the
outstanding capital stock of Neff Holding Company and its wholly owned subsidiary Neff Motivation, Inc (Neff). Neff is a single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the
scholastic market segment. The results of Neff are reported as part of the Scholastic segment from the date of acquisition.

On
June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (VSI). VSI is a supplier in the overhead transparency and book component business. VSI does business under the name of Lehigh
Milwaukee. Results of VSI are included in the Marketing and Publishing Services segment from the date of acquisition.

On October 1,
2007, the Companys wholly owned subsidiary, Memory Book Acquisition LLC, acquired substantially all of the assets and certain liabilities of Publishing Enterprises, Incorporated, a producer of school memory books and student planners. Results
of Memory Book Acquisition LLC are included in the Memory Book segment from date of acquisition.

On February 11, 2008, Visant entered
into an agreement and plan of merger with Phoenix Color Corp. (Phoenix Color), a leading book component manufacturer, and its stockholders and their representative party thereto. The transactions were completed after the close of our
first fiscal quarter of 2008. Phoenix Color operates as a wholly owned subsidiary of Visant. The total purchase consideration was $219.0 million, subject to certain closing and post-closing adjustments.

In 2007, we changed the name of our Yearbook segment to Memory Book to reflect our diversified offering of custom yearbooks, memory books and related
products that help people tell their stories and chronicle important events.



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Our three reportable segments as of March 29, 2008 were:



| |  |  | Scholasticprovides services related to the marketing, sale and production of class rings and an array of graduation products and other scholastic
products to students and administrators primarily in high schools, colleges and other post-secondary institutions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Memory Bookprovides services related to the publication, marketing, sale and production of school yearbooks, memory books and related products that
help people tell their stories and chronicle important events; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Marketing and Publishing Servicesproduces multi-sensory and interactive advertising sampling systems, primarily for the fragrance, cosmetics and
personal care market segments, and provides innovative products and services to the direct marketing sector. The group also produces book components and overhead transparencies.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We experience seasonal fluctuations in our net sales tied primarily to the North American school year. Jostens generates a significant portion of its
annual net sales in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks are the key drivers of Jostens seasonality. The net sales of educational book
components are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The net sales of sampling and other direct mail and
commercial printed products have also historically reflected seasonal variations, and we expect these businesses to continue to generate a majority of their annual net sales during our third and fourth quarters for the foreseeable future. These
seasonal variations are based on the timing of customers advertising campaigns, which have traditionally been concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to
allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

We continued to see softness in the placement of orders during the first quarter 2008 in our direct marketing services business which we believe was the result of tighter economic and general market conditions affecting the timing of
decisions and the extent of advertising spending by our customers. To the extent these economic conditions persist we believe they may continue to impact the timing of orders and the level of spending by our customers in direct marketing. While
historically the purchase of class rings has been relatively resistant to economic conditions, we saw a shift in jewelry metal mix in the first quarter of 2008 which we believe is attributable primarily to economic factors and the impact of
significantly higher precious metal costs on our jewelry prices. We anticipate the trends we saw in the first quarter in jewelry volume, metal mix and price will continue for the remainder of school year 2008.

Company Background

On October 4, 2004, an
affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR) and affiliates of DLJ Merchant Banking Partners completed a series of transactions which created a marketing and publishing services enterprise, servicing the school affinity
products, direct marketing, fragrance and cosmetics sampling and educational publishing segments through the consolidation of Jostens, Von Hoffmann and Arcade.

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P. (DLJMBP II), and DLJ Merchant Banking Partners III, L.P. (DLJMBP
III) owned approximately 82.5% of our outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the Transactions, an affiliate of KKR invested $256.1 million and was issued
equity interests representing approximately 49.6% of our voting interest and 45.0% of our economic interest, and affiliates of DLJMBP III held equity interests representing approximately 41.0% of Holdings voting interest and 45.0% of
Holdings economic interest, with the remainder held by other co-investors and certain members of management. After giving effect to the issuance of equity to additional members of management, as of May 5, 2008, affiliates of KKR and
DLJMBP III (the Sponsors) held approximately 49.0% and 41.0%, respectively, of Holdings voting interest, while each continued to hold approximately 44.6% of Holdings economic interest. As of May 5, 2008, the other
co-investors held approximately 8.4% of the voting interest and 9.2% of the economic interest of Holdings, and members of management held approximately 1.6% of the voting interest and approximately 1.6% of the economic interest of Holdings.



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CRITICAL ACCOUNTING POLICIES

The preparation of interim financial statements involves the use of certain estimates that differ from those used in the preparation of annual financial statements, the most significant of which relates to income
taxes. For purposes of preparing our interim financial statements, we utilize an estimated annual effective tax rate based on estimates of the components that impact the tax rate. Those components are re-evaluated each interim period and, if changes
in our estimates are significant, we modify our estimate of the annual effective tax rate and make any required adjustments in the interim period.

There have been no material changes to our critical accounting policies and estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007.

Recent Accounting Pronouncements

In September 2006,
the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS No. 158). SFAS No. 158 requires the recognition of the funded status of a benefit plan
in the balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit
plan assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS
No. 158 amends SFAS No. 87, Employers Accounting for Pensions, and SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, to include guidance regarding selection of assumed
discount rates for use in measuring the benefit obligation. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The
Company adopted the balance sheet recognition provisions of SFAS 158 as of December 29, 2007, which resulted in an increase to prepaid pension asset of $64.6 million, increase to total liabilities of $32.2 million and increase to
stockholders equity of $32.4 million, net of taxes. SFAS No. 158 also requires plan assets and benefit obligations to be measured as of the balance sheet of the Companys fiscal year-end. The Company has historically used a
September 30 measurement date. The change in measurement date provision of SFAS No. 158 is effective for Visants fiscal year 2008, and as a result, the Company will adopt this change in measurement date
by adjusting ending retained earnings. The Company does not expect the impact of adopting the measurement date provision of SFAS No. 158 to be material to the financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which establishes a framework for
measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. SFAS
No. 157 became effective as of the beginning of the Companys 2008 fiscal year. In February 2008, the FASB issued Staff Positions No. 157-1 and No. 157-2, which remove certain leasing transactions from its scope and partially
defer the effective date of SFAS 157 for one year for certain nonfinancial assets and liabilities. The Company adopted SFAS No. 157 as of the beginning of fiscal year 2008, with the exception of the application of SFAS No. 157 to
non-recurring nonfinancial assets and nonfinancial liabilities. The Company does not have financial assets or financial liabilities that are currently measured and reported on the balance sheet on a fair value basis.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS
No. 159). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS
No. 159 became effective as of the beginning of the Companys 2008 fiscal year. The Company has adopted SFAS 159 and has elected not to apply the fair value option to any financial instruments.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS No. 141(R)),which changes how
business acquisitions are accounted. SFAS No. 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things: impact the determination of acquisition-date fair value of consideration paid
in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices from acquired contingencies, acquisition-related restructuring costs, in-process research and
development, indemnification assets and tax benefits. SFAS No. 141(R) is effective for business combinations and adjustments to an acquired entitys deferred tax asset and liability balances occurring after December 31, 2008. The
Company is evaluating the future impact and disclosure implications of this standard.



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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements(SFAS No. 160), an amendment of Accounting Research Bulletin No. 51, which establishes new standards governing the accounting for and reporting on noncontrolling interest (NCIs) in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of SFAS No. 160 indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not
as a liability, among other things, that increases and decreases in the parents ownership interest that leave control intact be treated as equity transactions, rather than a step acquisition or dilution gains or losses; and that losses of a
partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. SFAS No. 160 also requires changes to certain presentation and disclosure requirements. SFAS No. 160 is effective
beginning January 1, 2009. The Company is currently evaluating the impact and disclosure implications of SFAS No. 160 but does not expect it to have a significant impact, if any, in the financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities,an amendment of FASB Statement
No. 133 (SFAS No. 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the
entitys financial position, financial performance and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS
No. 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS No. 161 must provide more robust
qualitative disclosures and expanded quantitative disclosures. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with an early adoption
permitted. The Company is currently evaluating the disclosure implications of this statement.

RESULTS OF OPERATIONS

Three Months Ended March 29, 2008 Compared to the Three Months Ended March 31, 2007

The following table sets forth selected information derived from Holdings condensed consolidated statements of operations for the three-month
periods ended March 29, 2008 and March 31, 2007.



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|                                                |  |                    |         |   |               |   |         |          |  |   |          |   |  |        |   
|----------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -------- |  | - | -------- | - |  | ------ | --
|                                                |  | Three months ended |         |   |               |   |         |          | 
|In thousands                                    |  | March 29,2008      |         |   | March 31,2007 |   |         | $ Change |  |   | % Change |  
|Net sales                                       |  | $                  | 247,040 |   |               | $ | 255,850 |          |  | $ | (8,810   | ) |  | (3.4   | )%
|Gross profit                                    |  |                    | 118,922 |   |               |   | 127,780 |          |  |   | (8,858   | ) |  | (6.9   | )%
|% of net sales                                  |  |                    | 48.1    | % |               |   | 49.9    | %        |  |   |          |   |  |        |   
|Selling and administrative expenses             |  |                    | 105,328 |   |               |   | 103,742 |          |  |   | 1,586    |   |  | 1.5    | % 
|% of net sales                                  |  |                    | 42.6    | % |               |   | 40.5    | %        |  |   |          |   |  |        |   
|(Gain) loss on disposal of assets               |  |                    | (20     | ) |               |   | 391     |          |  |   | (411     | ) |  | NM     |   
|Special charges                                 |  |                    | 1,451   |   |               |   |        |          |  |   | 1,451    |   |  | NM     |   
|Operating income                                |  |                    | 12,163  |   |               |   | 23,647  |          |  |   | (11,484  | ) |  | (48.6  | )%
|% of net sales                                  |  |                    | 4.9     | % |               |   | 9.2     | %        |  |   |          |   |  |        |   
|Interest expense, net                           |  |                    | 30,273  |   |               |   | 38,508  |          |  |   | (8,235   | ) |  | (21.4  | )%
|Benefit from income taxes                       |  |                    | (6,755  | ) |               |   | (5,249  | )        |  |   | (1,506   | ) |  | (28.7  | )%
|Income from discontinued operations, net of tax |  |                    |        |   |               |   | 8,373   |          |  |   | (8,373   | ) |  | NM     |   
|Net loss                                        |  | $                  | (11,355 | ) |               | $ | (1,239  | )        |  | $ | (10,116  | ) |  | (816.5 | )%



NM = Not meaningful

The following table sets forth selected segment information derived from Holdings condensed
consolidated statements of operations for the three-month periods ended March 29, 2008 and March 31, 2007. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed
consolidated financial statements.



|                                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Three months ended |         |   |               |   |         |          | 
|In thousands                      |  | March 29,2008      |         |   | March 31,2007 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 139,022 |   |               | $ | 140,305 |          |  | $ | (1,283   | ) |  | (0.9  | )%
|Memory Book                       |  |                    | 8,640   |   |               |   | 7,851   |          |  |   | 789      |   |  | 10.0  | % 
|Marketing and Publishing Services |  |                    | 99,805  |   |               |   | 108,051 |          |  |   | (8,246   | ) |  | (7.6  | )%
|Inter-segment eliminations        |  |                    | (427    | ) |               |   | (357    | )        |  |   | NM       |   |  | NM    |   
|                                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 247,040 |   |               | $ | 255,850 |          |  | $ | (8,810   | ) |  | (3.4  | )%
|                                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 12,606  |   |               | $ | 22,492  |          |  | $ | (9,886   | ) |  | (44.0 | )%
|Memory Book                       |  |                    | (16,062 | ) |               |   | (17,119 | )        |  |   | 1,057    |   |  | 6.2   | % 
|Marketing and Publishing Services |  |                    | 15,619  |   |               |   | 18,274  |          |  |   | (2,655   | ) |  | (14.5 | )%
|                                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 12,163  |   |               | $ | 23,647  |          |  | $ | (11,484  | ) |  | (48.6 | )%
|                                  |  |                    |         |   |               |   |         |          |  |   |          |   |  |       |   



NM = Not meaningful

Net Sales.Consolidated net sales decreased $8.8 million, or approximately 3.4%, to $247.0 million for
the three months ended March 29, 2008 as compared to the comparable period in 2007.

Net sales of the Scholastic segment decreased
$1.3 million, or 0.9%, to $139.0 million for the first fiscal quarter of 2008 from $140.3 million for the first quarter of 2007. The decrease was primarily attributable to lower volume for jewelry and graduation products, a shift in the timing of
orders of graduation products from the first quarter of 2008 to the second quarter of 2008 and a shift in jewelry metal mix. This decrease was primarily offset by sales made by Neff, which was acquired in March 2007, as well as higher prices for
jewelry products.



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Net sales of the Memory Book segment increased $0.8 million, or 10.0%, to $8.6 million for the first
fiscal quarter of 2008 compared to $7.9 million for the first quarter of 2007. The increase was primarily due to volume from the acquisition of certain assets of Publishing Enterprises, Incorporated made during the fourth quarter of 2007.

Net sales of the Marketing and Publishing Services segment decreased $8.2 million, or 7.6%, to $99.8 million for the first fiscal quarter
of 2008 from $108.1 million for the first quarter of 2007. This decrease was primarily attributable to lower direct marketing volume. In addition, sampling volumes were lower in the first fiscal quarter of 2008 than those experienced during the very
strong first quarter of 2007. These decreases were partially offset by incremental volume from the 2007 acquisition of VSI.

Gross
Profit. Gross profit decreased $8.9 million, or 6.9%, to $118.9 million for the three months ended March 29, 2008 from $127.8 million for the same period in 2007. As a percentage of net sales, gross profit margin decreased to 48.1% for the
three months ended March 29, 2008 from 49.9% for the comparable period in 2007. The decrease was attributable to:



| |  |  | higher precious metal costs and a shift in product mix in the Scholastic segment;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the write-off of inventory costs associated with the strategic decision to cease the sale of certain scholastic products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | lower relative margins of Neff and VSI, which were acquired in 2007; and
| | - |  | ------------------------------------------------------------------------



| |  |  | higher depreciation costs.
| | - |  | --------------------------

The
decrease was partially offset by:



| |  |  | increased prices in our Scholastic segment;
| | - |  | -------------------------------------------



| |  |  | productivity improvements in our Memory Book facilities; and
| | - |  | ------------------------------------------------------------



| |  |  | the impact of cost reduction initiatives.
| | - |  | -----------------------------------------

Selling and Administrative Expenses. Selling and administrative expenses increased $1.6 million, or 1.5%, to $105.3 million for the three months ended March 29, 2008 from $103.7 million for the corresponding period in 2007. The
increase in selling and administrative expenses was the result of:



| |  |  | expenses associated with our acquisitions in 2007.
| | - |  | --------------------------------------------------

The increase was partially offset by:



| |  |  | lower sales commissions resulting from decreased volumes; and
| | - |  | -------------------------------------------------------------



| |  |  | our continued cost-cutting efforts.
| | - |  | -----------------------------------

As a percentage of net sales, selling and administrative expenses increased 2.1% to 42.6% for the first fiscal quarter of 2008 from 40.5% for the same period in 2007.

Special Charges.During the three months ended March 29, 2008, the Company recorded $0.6 million of restructuring charges related to the
closure of Jostens Attleboro, Massachusetts facility in the Scholastic segment. Additionally, the Scholastic segment recorded charges of $0.5 million of severance and related benefits associated with the headcount reduction of 23 employees.
The Marketing and Publishing Services segment recorded charges of $0.3 million related to severance costs that reduced headcount by one employee. During the three months ended March 31, 2007, the Company did not record any special charges.

Operating Income.As a result of the foregoing, consolidated operating income decreased $11.4 million to $12.2 million for the
three months ended March 29, 2008 compared to $23.6 million for the comparable period in 2007. As a percentage of net sales, operating income decreased to 4.9% for the first fiscal quarter of 2008 from 9.2% for the same period in 2007.



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Net Interest Expense.Net interest expense was comprised of the following:



|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Three months ended |        |   |               |   |        |          | 
|In thousands                                                        |  | March 29,2008      |        |   | March 31,2007 |   |        | $ Change |  |   | % Change |  
|Holdings:                                                           |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                  | 7,635  |   |               | $ | 7,635  |          |  | $ |         |   |  | 0.0   | % 
|Amortization of debt discount, premium and deferred financing costs |  |                    | 6,197  |   |               |   | 5,638  |          |  |   | 559      |   |  | 9.9   | % 
|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  | $                  | 13,832 |   |               | $ | 13,273 |          |  | $ | 559      |   |  | 4.2   | % 
|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Visant:                                                             |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                  | 15,634 |   |               | $ | 23,598 |          |  | $ | (7,964   | ) |  | (33.7 | )%
|Amortization of debt discount, premium and deferred financing costs |  |                    | 1,411  |   |               |   | 1,849  |          |  |   | (438     | ) |  | (23.7 | )%
|Interest income                                                     |  |                    | (604   | ) |               |   | (212   | )        |  |   | (392     | ) |  | NM    |   
|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  | $                  | 16,441 |   |               | $ | 25,235 |          |  | $ | (8,794   | ) |  | (34.8 | )%
|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                  | 30,273 |   |               | $ | 38,508 |          |  | $ | (8,235   | ) |  | (21.4 | )%
|                                                                    |  |                    |        |   |               |   |        |          |  |   |          |   |  |       |   



NM = Not meaningful

Net interest expense decreased $8.2 million, or 21.4%, to $30.3 million for the three months ended
March 29, 2008 compared to $38.5 million for the comparable prior year period. The decrease was due to overall lower outstanding debt balances and lower average interest rates during the three months ended March 29, 2008 compared with
the three months ended March 31, 2007.

Income Taxes.The Company has recorded an income tax benefit for the three months ended
March 29, 2008 based on its best estimate of the consolidated effective tax rate applicable for the entire year. The estimated full-year consolidated effective tax rates for 2008 are 38.1% and 37.7% for Holdings and Visant, respectively, before
consideration of the effect of $0.1 million of tax and interest accruals for unrecognized tax benefits and other income tax adjustments considered a period expense or benefit. The combined effect of the annual estimated consolidated tax rates and
the net current period tax adjustments resulted in effective tax rates of 37.3% and 34.2% for Holdings and Visant, respectively, for the three-month period ended March 29, 2008. The annual estimated effective tax rates for fiscal year 2008 are
comparable to the annual tax rates reported for 2007 after adjusting for the third quarter effect in 2007 of changes in deferred state income tax rates. Tax and interest accruals considered a period expense or benefit unfavorably affected the tax
rate. The Companys annual effective tax rates do not include the effect of the Companys acquisition of Phoenix Color during the second quarter 2008 as described in Note 19, Subsequent Event, to the condensed consolidated financial
statements.

For the comparable three-month period ended March 31, 2007, the effective rates of income tax benefit for Holdings and
Visant were 35.3% and 21.0%, respectively. The effective tax rates for the prior year quarter were less favorable than the tax rates for the quarter ended March 29, 2008 because tax and interest accruals on unrecognized tax benefits made up a
greater portion of the overall tax provision for the quarter ended March 31, 2007.

As described in Note 13, Income
Taxes, to the condensed consolidated financial statements, the Company adopted FIN 48 as of the beginning of 2007. Upon adoption of FIN 48, all interest and penalties in connection with income tax assessments or refunds are recorded as income
tax expense or benefit, as applicable, and included as part of the Companys unrecognized tax benefit liability.

Income
from Discontinued Operations.As of March 31, 2007, the operations of the Von Hoffmann businesses were recorded in income from discontinued operations. The Von Hoffmann businesses previously comprised the Educational Textbook segment and a
portion of the Marketing and Publishing Services segment. Net income from the Von Hoffmann businesses for the first quarter of 2007 was $7.4 million.

We also had income of $1.0 million, net of tax, for the three months ended March 31, 2007 from the Jostens Recognition business, which was discontinued in 2001. The income in 2007 resulted from the reversal of an
accrual for potential exposure for which the Company did not believe it was likely to have an ongoing liability.



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##### Table of Contents

Net Loss.As a result of the aforementioned items, the net loss increased $10.1 million
to a net loss of $11.3 million for the three months ended March 29, 2008 compared to a net loss of $1.2 million for the three months ended March 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents cash flow activity of Holdings for the
first three months of fiscal 2008 and 2007 and should be read in conjunction with our condensed consolidated statements of cash flows.



|                                                 |  |                    |         |   |               |   |         |  
|------------------------------------------------ |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                                 |  | Three months ended |        
|In thousands                                     |  | March 29,2008      |         |   | March 31,2007 |  
|Net cash provided by operating activities        |  | $                  | 51,534  |   |               | $ | 47,845  |  
|Net cash used in investing activities            |  |                    | (13,648 | ) |               |   | (50,355 | )
|Net cash used in financing activities            |  |                    | (1,458  | ) |               |   |        |  
|Effect of exchange rate change on cash           |  |                    | 441     |   |               |   | 109     |  
|                                                 |  |                    |         |   |               |   |         |  
|Increase (decrease) in cash and cash equivalents |  | $                  | 36,869  |   |               | $ | (2,401  | )
|                                                 |  |                    |         |   |               |   |         |  

For the three months ended March 29, 2008, operating activities generated cash of $51.5
million compared with $47.8 million for the same prior year period. Included in cash flows from operating activities was cash used by discontinued operations of $7.7 million for the three months ended March 31, 2007. Consequently, the cash
provided by continuing operations was $51.5 million and $55.6 million for the respective first fiscal quarters of 2008 and 2007. The decrease in cash provided by operating activities from continuing operations of $4.1 million was attributable to
lower earnings.

Net cash used in investing activities for the three months ended March 29, 2008 and March 31, 2007 was $13.6
million and $50.4 million, respectively. Included in the cash flows from investing activities was cash used in discontinued operations of $3.1 million for the three-month period ended March 31, 2007. Consequently, the cash used in continuing
operations for the three months ended March 29, 2008 and March 31, 2007 was $13.6 million and $47.2 million, respectively. The $33.6 million decrease in cash from investing activities from continuing operations related primarily to the
$27.5 million Neff acquisition that closed during the three months ended March 31, 2007. In addition, capital expenditures related to purchases of property, plant and equipment were $6.3 million lower at $13.7 in the first quarter of 2008
versus $20.0 million in the comparable 2007 period.

Net cash used for financing activities for the three months ended March 29, 2008
was $1.5 million, compared with no financing activities for the comparable 2007 period. Cash used for financing activities for the three months ended March 29, 2008 related to the repayment of short-term borrowings of $0.7 million and the
repurchase of common stock from a stockholder of $0.7 million.

During the three months ended March 29, 2008, Visant transferred
approximately $0.7 million of cash through Visant Secondary Holdings Corp. to Holdings to allow Holdings to repurchase common stock from a management stockholder. The repurchase was included in Holdings condensed consolidated balance sheet as
treasury stock and the transfer was reflected in Visants condensed consolidated balance sheet as a reduction in additional paid-in-capital and presented in Visants condensed consolidated statement of cash flows as a distribution to
stockholder. The transfer amount eliminates in consolidation and had no impact on Holdings consolidated financial statements. No amounts were transferred for the three months ended March 31, 2007.

As of March 29, 2008, we had cash and cash equivalents of $96.6 million. Our principal sources of liquidity are cash flows from operating
activities and available borrowings under Visants senior secured credit facilities, which included $234.6 million of additional availability under Visants revolving credit facility as of March 29, 2008. We use cash primarily
for debt service obligations, capital expenditures and to fund other working capital requirements. We intend to fund ongoing operations through cash generated by operations and borrowings under the revolving credit facility. Subsequent to
March 29, 2008, Visant used cash on hand and borrowings under its revolving credit facility to fund the acquisition of Phoenix Color.

As market conditions warrant, we and our Sponsors, including KKR and DLJMBP III and their affiliates, may from time to time redeem or repurchase debt securities issued by Holdings or Visant in privately negotiated or open market
transactions, by tender offer or otherwise. No assurance can be given as to whether or when such repurchases or exchanges will occur and at what price.



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As of March 29, 2008, we were in compliance with all covenants under our material debt obligations.

Our ability to make scheduled payments of principal, or to pay the interest on, or to refinance our indebtedness, or to fund planned
capital expenditures will depend on our future performance. Based upon the current level of operations, we believe that cash flows from operations, available cash and short-term investments, together with borrowings available under Visants
senior secured credit facilities, are adequate to meet our liquidity needs for the next twelve months. In addition, based on market and other considerations, we may decide to raise additional funds through debt or equity financings. Furthermore, to
the extent we make future acquisitions, we may require new sources of funding, including additional debt or equity financings or some combination thereof.

On February 12, 2008, Standard & Poors Ratings Services (S&P) affirmed all ratings, including its B+ corporate credit on Holdings, and revised the outlook to stable from developing
following Visants announcement that it had entered into a definitive agreement to acquire Phoenix Color. Also on February 12, 2008, in connection with our announcement with respect to Phoenix Color, Moodys Investors Services
(Moodys) commented that Holdings family rating and stable outlook were not affected by the proposed acquisition. Each rating should be evaluated independently of any other rating. Reference is made to the S&P and
Moodys announcements each dated February 12, 2008, for a full explanation of the considerations by each of S&P and Moodys.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There have been no material changes in our exposure to market risk during the quarter ended March 29, 2008. For additional information, refer to Item 7A of our 2007 Annual Report on Form 10-K.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Not applicable.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Our management is
responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Our management, under the supervision of our Chief Executive Officer and Vice President, Finance, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Vice President, Finance concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report.

During the quarter ended March 29, 2008, there was no
change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

During the three months ended
March 29, 2008, there were no developments regarding material pending legal proceedings to which we or any of our subsidiaries are a party.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes
in our risk factors during the quarter ended March 29, 2008. For additional information, refer to Item 1A of our 2007 Annual Report on Form 10-K.



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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

Our equity securities are not registered pursuant to Section 12 of the Exchange Act. For the quarter ended March 29, 2008, we did not issue or sell any equity securities.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

By Action of Stockholders Taken by Written Consent dated as of January 25, 2008, a majority of the stockholders of Holdings approved the acquisition by Visant of Phoenix Color through the merger of Coyote Holdco Acquisition Company LLC
with and into Phoenix Color, with Phoenix Color as the surviving corporation, and related transactions.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------



| |  |        |  |                                                                                                                                                                                                                                           
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2.1(5) |  | Agreement and Plan of Merger, dated as of February 11, 2008, among Visant Corporation, Coyote Holdco Acquisition Company LLC, Phoenix Color Corp., Louis LaSorsa, as stockholders
representative, and the stockholders signatory thereto.
| |  |       
| |  | 3.1(1) |  | Second Amended and Restated Certificate of Incorporation of Visant Holding Corp. (f/k/a Jostens Holding Corp.).                                                                                                                           
| |  |       
| |  | 3.2(2) |  | Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Visant Holding Corp.                                                                                                                          
| |  |       
| |  | 3.3(3) |  | By-Laws of Visant Holding Corp.                                                                                                                                                                                                           
| |  |       
| |  | 3.4(4) |  | Amended and Restated Certificate of Incorporation of Visant Corporation (f/k/a Jostens IH Corp.).                                                                                                                                         
| |  |       
| |  | 3.5(2) |  | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Visant Corporation.                                                                                                                                  
| |  |       
| |  | 3.6(4) |  | By-Laws of Visant Corporation.                                                                                                                                                                                                            
| |  |       
| |  | 31.1   |  | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.                                                                                                 
| |  |       
| |  | 31.2   |  | Certification of Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.                                                                                                               
| |  |       
| |  | 31.3   |  | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.                                                                                                  
| |  |       
| |  | 31.4   |  | Certification of Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.                                                                                                                
| |  |       
| |  | 32.1   |  | Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.                                                                                                 
| |  |       
| |  | 32.2   |  | Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.                                                                                                               



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| |  |      |  |                                                                                                                                         
| |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | 32.3 |  | Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.
| |  |     
| |  | 32.4 |  | Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.              



|(1) | Incorporated by reference to Visant Holding Corp.s Form S-4/A (file no. 333-112055), filed on November 12, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Visant Holding Corp.s Form 10-K, filed on April 1, 2005.
|--- | --------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Visant Holding Corp.s Form S-4/A (file no. 333-112055), filed on February 2, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Visant Corporations Form S-4 (file no. 333-120386), filed on November 12, 2004.
|--- | -------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Visant Holding Corp.s Form 8-K, filed on February 15, 2008.
|--- | -----------------------------------------------------------------------------------------



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SIGNATURES

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 thereunto duly authorized.



|                   |  |  |  |                                             
|------------------ |  |  |  | --------------------------------------------
|                   |  |  |  | VISANT HOLDING CORP.                        
|                   |  | 
|                   |  |  |  | /S/    MARC L. REISCH                       
|Date: May 13, 2008 |  |  |  | Marc L. Reisch                              
|                   |  |  |  | President and Chief Executive Officer       
|                   |  |  |  | (principal executive officer)               
|                   |  | 
|                   |  |  |  | /S/
    PAUL B. CAROUSSO                    
|Date: May 13, 2008 |  |  |  | Paul B. Carousso                            
|                   |  |  |  | Vice President, Finance                     
|                   |  |  |  | (principal financial and accounting officer)

SIGNATURES

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 thereunto duly authorized.



|                   |  |  |  |                                             
|------------------ |  |  |  | --------------------------------------------
|                   |  |  |  | VISANT CORPORATION                          
|                   |  | 
|Date: May 13, 2008 |  |  |  | /S/    MARC L. REISCH                       
|                   |  |  |  | Marc L. Reisch                              
|                   |  |  |  | President and Chief Executive Officer       
|                   |  |  |  | (principal executive officer)               
|                   |  | 
|Date: May 13, 2008 |  |  |  | /S/    PAUL B. CAROUSSO                     
|                   |  |  |  | Paul B. Carousso                            
|                   |  |  |  | Vice President, Finance                     
|                   |  |  |  | (principal financial and accounting officer)