##### Table of Contents

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 July 3, 2010

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.EmployerIdentificationNo.
|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   ̈  No   ̈

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that each registrant was required to submit and post such
files).  Yes   ̈  No   ̈

Indicate by check mark whether either 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                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether either of the registrants is a shell company (as defined in Rule 12b-2 of the
Exchange

Act).  Yes   ̈  No  
x

As of August 9, 2010, there were 5,963,366 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.

Each registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve
months.

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 and six months ended July 3, 2010 and July 4, 2009 |  | 1
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Balance Sheets as of July 3, 2010 and January 2, 2010                                     |  | 2
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for six months ended July 3, 2010 and July 4, 2009               |  | 3
|           |  |                                                                                      
|           |  | Visant Corporation and subsidiaries:                                                  |  |                                                                                                                 
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Operations for the three and six months ended July 3, 2010 and July 4, 2009 |  | 4
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Balance Sheets as of July 3, 2010 and January 2, 2010                                     |  | 5
|           |  |                                                                                       | 
|           |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for six months ended July 3, 2010 and July 4, 2009               |  | 6
|           |  |                                                                                      
|           |  | Notes to Condensed Consolidated Financial Statements                                  |  | 7                                                                                                               
|           |  |                                                                                      
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 34                                                                                                              
|           |  |                                                                                      
|ITEM 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 4.    |  | Controls and Procedures                                                               |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 4T.   |  | Controls and Procedures                                                               |  | 45                                                                                                              
|           |  |                                                                                      
|           |  | PART II  OTHER INFORMATION                                                           |  |                                                                                                                 
|           |  |                                                                                      
|ITEM 1.    |  | Legal Proceedings                                                                     |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 1A.   |  | Risk Factors                                                                          |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 3.    |  | Defaults Upon Senior Securities                                                       |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 4.    |  | Reserved                                                                              |  | 45                                                                                                              
|           |  |                                                                                      
|ITEM 5.    |  | Other Information                                                                     |  | 46                                                                                                              
|           |  |                                                                                      
|ITEM 6.    |  | Exhibits                                                                              |  | 46                                                                                                              
|           |  |                                                                                      
|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)



|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|--------------------------------------- |  | ------------------ | ------- | ------- | ---------------- | ------- | ------- |  | ------- | ------- |  | - | ------- | -
|                                        |  | Three months ended |         |         | Six months ended |        
|                                        |  | July 3,            |         | July 4, |                  |         | July 3, |  | July 4, |        
|In thousands                            |  | 2010               |         | 2009    |                  |         | 2010    |  | 2009    |        
|Net sales                               |  | $                  | 499,073 |         | $                | 498,829 |         |  | $       | 765,102 |  | $ | 764,372 |  
|Cost of products sold                   |  |                    | 201,708 |         |                  | 206,492 |         |  |         | 330,519 |  |   | 334,271 |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Gross profit                            |  |                    | 297,365 |         |                  | 292,337 |         |  |         | 434,583 |  |   | 430,101 |  
|Selling and administrative expenses     |  |                    | 137,535 |         |                  | 130,791 |         |  |         | 254,985 |  |   | 245,685 |  
|Loss (gain) on disposal of fixed assets |  |                    | 577     |         |                  | (181    | )       |  |         | 506     |  |   | (230    | )
|Special charges                         |  |                    | 922     |         |                  | 10,932  |         |  |         | 2,388   |  |   | 12,421  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Operating income                        |  |                    | 158,331 |         |                  | 150,795 |         |  |         | 176,704 |  |   | 172,225 |  
|Interest expense, net                   |  |                    | 28,259  |         |                  | 28,885  |         |  |         | 56,255  |  |   | 57,649  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Income before income taxes              |  |                    | 130,072 |         |                  | 121,910 |         |  |         | 120,449 |  |   | 114,576 |  
|Provision for income taxes              |  |                    | 48,353  |         |                  | 47,294  |         |  |         | 44,672  |  |   | 44,628  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Net income                              |  | $                  | 81,719  |         | $                | 74,616  |         |  | $       | 75,777  |  | $ | 69,948  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  

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



1



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##### Table of Contents

VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                |  |         |           |   |            |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | --------- | - | ---------- | - | --------- | -
|                                                                                                                                                |  | July 3, |           |   | January 2, |  
|In thousands, except share amounts                                                                                                              |  | 2010    |           |   | 2010       |  
|ASSETS                                                                                                                                          |  |         |           |   |            |   |           |  
|Cash and cash equivalents                                                                                                                       |  | $       | 15,441    |   |            | $ | 113,330   |  
|Accounts receivable, net                                                                                                                        |  |         | 142,046   |   |            |   | 113,274   |  
|Inventories, net                                                                                                                                |  |         | 76,193    |   |            |   | 102,749   |  
|Salespersons overdrafts, net of allowance of $9,529 and $8,737, respectively                                                                    |  |         | 16,422    |   |            |   | 28,518    |  
|Income taxes receivable                                                                                                                         |  |         |          |   |            |   | 2,645     |  
|Prepaid expenses and other current assets                                                                                                       |  |         | 13,747    |   |            |   | 18,242    |  
|Deferred income taxes                                                                                                                           |  |         | 14,674    |   |            |   | 14,521    |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total current assets                                                                                                                            |  |         | 278,523   |   |            |   | 393,279   |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Property, plant and equipment                                                                                                                   |  |         | 459,351   |   |            |   | 441,985   |  
|Less accumulated depreciation                                                                                                                   |  |         | (246,986  | ) |            |   | (231,153  | )
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Property, plant and equipment, net                                                                                                              |  |         | 212,365   |   |            |   | 210,832   |  
|Goodwill                                                                                                                                        |  |         | 1,008,282 |   |            |   | 1,004,317 |  
|Intangibles, net                                                                                                                                |  |         | 530,026   |   |            |   | 550,630   |  
|Deferred financing costs, net                                                                                                                   |  |         | 16,437    |   |            |   | 20,053    |  
|Deferred income taxes                                                                                                                           |  |         | 2,498     |   |            |   |          |  
|Other assets                                                                                                                                    |  |         | 17,823    |   |            |   | 13,732    |  
|Prepaid pension costs                                                                                                                           |  |         | 4,855     |   |            |   | 4,855     |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total assets                                                                                                                                    |  | $       | 2,070,809 |   |            | $ | 2,197,698 |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|                                                                                                                                                |  |        
|LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS EQUITY                                                                                          |  |         |           |   |            |   |           |  
|Short-term borrowings                                                                                                                           |  | $       |          |   |            | $ | 196       |  
|Accounts payable                                                                                                                                |  |         | 41,910    |   |            |   | 48,017    |  
|Accrued employee compensation and related taxes                                                                                                 |  |         | 30,262    |   |            |   | 42,555    |  
|Commissions payable                                                                                                                             |  |         | 40,437    |   |            |   | 21,956    |  
|Customer deposits                                                                                                                               |  |         | 70,696    |   |            |   | 183,975   |  
|Income taxes payable                                                                                                                            |  |         | 38,672    |   |            |   | 628       |  
|Current portion of long-term debt and capital leases                                                                                            |  |         | 3,328     |   |            |   | 1,862     |  
|Interest payable                                                                                                                                |  |         | 15,162    |   |            |   | 15,122    |  
|Other accrued liabilities                                                                                                                       |  |         | 30,416    |   |            |   | 29,476    |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total current liabilities                                                                                                                       |  |         | 270,883   |   |            |   | 343,787   |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Long-term debt and capital leases - less current maturities                                                                                     |  |         | 1,426,638 |   |            |   | 1,421,631 |  
|Deferred income taxes                                                                                                                           |  |         | 144,292   |   |            |   | 150,352   |  
|Pension liabilities, net                                                                                                                        |  |         | 53,266    |   |            |   | 55,755    |  
|Other noncurrent liabilities                                                                                                                    |  |         | 51,412    |   |            |   | 40,870    |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total liabilities                                                                                                                               |  |         | 1,946,491 |   |            |   | 2,012,395 |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Mezzanine equity                                                                                                                                |  |         | 8,844     |   |            |   | 9,147     |  
|Common stock:                                                                                                                                   |  |         |           |   |            |   |           |  
|Class A $.01 par value; authorized 7,000,000 shares; issued and outstanding: 5,963,366 and 5,964,690 shares at July 3,
2010 and January 2, 2010 |  |         |           |   |            |   |           |  
|Class B $.01 par value; non-voting; authorized 2,724,759 shares; issued and outstanding: none at July 3, 2010 and
January 2, 2010               |  |         |           |   |            |   |           |  
|Class C $.01 par value; authorized 1 share; issued and outstanding: 1 share at July 3, 2010 and January 2,
2010                                 |  |         | 60        |   |            |   | 60        |  
|Additional paid-in-capital                                                                                                                      |  |         | 66,647    |   |            |   | 173,568   |  
|Accumulated earnings                                                                                                                            |  |         | 81,648    |   |            |   | 33,813    |  
|Treasury stock                                                                                                                                  |  |         | (4,553    | ) |            |   | (4,138    | )
|Accumulated other comprehensive loss                                                                                                            |  |         | (28,328   | ) |            |   | (27,147   | )
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total stockholders equity                                                                                                                      |  |         | 115,474   |   |            |   | 176,156   |  
|                                                                                                                                                |  |         |           |   |            |   |           |  
|Total liabilities, mezzanine equity and stockholders equity                                                                                    |  | $       | 2,070,809 |   |            | $ | 2,197,698 |  
|                                                                                                                                                |  |         |           |   |            |   |           |  

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



2



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VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                  |  |                  |          |   |         |   |          |  
|--------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------- | - | -------- | -
|                                                                                  |  | Six months ended |         
|                                                                                  |  | July 3,          |          |   | July 4, |  
|In thousands                                                                      |  | 2010             |          |   | 2009    |  
|Net income                                                                        |  | $                | 75,777   |   |         | $ | 69,948   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                  |          |   |         |   |          |  
|Depreciation                                                                      |  |                  | 22,581   |   |         |   | 21,590   |  
|Amortization of intangible assets                                                 |  |                  | 28,814   |   |         |   | 28,858   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                  | 3,615    |   |         |   | 4,231    |  
|Other amortization                                                                |  |                  | 261      |   |         |   | 307      |  
|Deferred income taxes                                                             |  |                  | (7,765   | ) |         |   | (8,911   | )
|Loss (gain) on disposal of fixed assets                                           |  |                  | 506      |   |         |   | (230     | )
|Stock-based compensation                                                          |  |                  | 5,946    |   |         |   | 386      |  
|Excess tax benefit from share-based arrangements                                  |  |                  | (53      | ) |         |   | (2,909   | )
|Loss on asset impairments                                                         |  |                  | 140      |   |         |   | 4,412    |  
|Changes in assets and liabilities:                                                |  |                  |          |   |         |   |          |  
|Accounts receivable                                                               |  |                  | (28,322  | ) |         |   | 1,733    |  
|Inventories                                                                       |  |                  | 27,528   |   |         |   | 22,298   |  
|Salespersons overdrafts                                                           |  |                  | 12,078   |   |         |   | 12,734   |  
|Prepaid expenses and other current assets                                         |  |                  | 2,915    |   |         |   | 12,129   |  
|Accounts payable and accrued expenses                                             |  |                  | (19,348  | ) |         |   | (7,550   | )
|Customer deposits                                                                 |  |                  | (113,254 | ) |         |   | (111,554 | )
|Commissions payable                                                               |  |                  | 18,451   |   |         |   | 20,100   |  
|Income taxes payable/receivable                                                   |  |                  | 43,326   |   |         |   | 43,998   |  
|Interest payable                                                                  |  |                  | 40       |   |         |   | 855      |  
|Other                                                                             |  |                  | 2,778    |   |         |   | (4,046   | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash provided by operating activities                                         |  |                  | 76,014   |   |         |   | 108,379  |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Purchases of property, plant and equipment                                        |  |                  | (31,527  | ) |         |   | (22,932  | )
|Proceeds from sale of property and equipment                                      |  |                  | 256      |   |         |   | 290      |  
|Acquisition of business, net of cash acquired                                     |  |                  | (9,103   | ) |         |   | 1,432    |  
|Additions to intangibles                                                          |  |                  | (317     | ) |         |   | (49      | )
|Other investing activities, net                                                   |  |                  | 8        |   |         |   |         |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash used in investing activities                                             |  |                  | (40,683  | ) |         |   | (21,259  | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Short-term borrowings                                                             |  |                  | 138,800  |   |         |   |         |  
|Short-term repayments                                                             |  |                  | (138,800 | ) |         |   | (137,000 | )
|Repurchase of common stock and payments for stock-based awards                    |  |                  | (440     | ) |         |   | (5,796   | )
|Principal payments on long-term debt and capital lease obligations                |  |                  | (1,729   | ) |         |   |         |  
|Proceeds from issuance of long-term debt and capital leases                       |  |                  | 7,236    |   |         |   |         |  
|Proceeds from issuance of common stock                                            |  |                  | 30       |   |         |   |         |  
|Excess tax benefit from share-based arrangements                                  |  |                  | 53       |   |         |   | 2,909    |  
|Distribution to stockholders                                                      |  |                  | (137,646 | ) |         |   |         |  
|Debt financing costs                                                              |  |                  |         |   |         |   | (2,619   | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash used in financing activities                                             |  |                  | (132,496 | ) |         |   | (142,506 | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                  | (724     | ) |         |   | (779     | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Decrease in cash and cash equivalents                                             |  |                  | (97,889  | ) |         |   | (56,165  | )
|Cash and cash equivalents, beginning of period                                    |  |                  | 113,330  |   |         |   | 118,273  |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                | 15,441   |   |         | $ | 62,108   |  
|                                                                                  |  |                  |          |   |         |   |          |  

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



3



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##### Table of Contents

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|--------------------------------------- |  | ------------------ | ------- | ------- | ---------------- | ------- | ------- |  | ------- | ------- |  | - | ------- | -
|                                        |  | Three months ended |         |         | Six months ended |        
|                                        |  | July 3,            |         | July 4, |                  |         | July 3, |  | July 4, |        
|In thousands                            |  | 2010               |         | 2009    |                  |         | 2010    |  | 2009    |        
|Net sales                               |  | $                  | 499,073 |         | $                | 498,829 |         |  | $       | 765,102 |  | $ | 764,372 |  
|Cost of products sold                   |  |                    | 201,708 |         |                  | 206,492 |         |  |         | 330,519 |  |   | 334,271 |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Gross profit                            |  |                    | 297,365 |         |                  | 292,337 |         |  |         | 434,583 |  |   | 430,101 |  
|Selling and administrative expenses     |  |                    | 135,064 |         |                  | 130,496 |         |  |         | 248,939 |  |   | 245,054 |  
|Loss (gain) on disposal of fixed assets |  |                    | 577     |         |                  | (181    | )       |  |         | 506     |  |   | (230    | )
|Special charges                         |  |                    | 922     |         |                  | 10,932  |         |  |         | 2,388   |  |   | 12,421  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Operating income                        |  |                    | 160,802 |         |                  | 151,090 |         |  |         | 182,750 |  |   | 172,856 |  
|Interest expense, net                   |  |                    | 13,782  |         |                  | 14,410  |         |  |         | 27,303  |  |   | 28,556  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Income before income taxes              |  |                    | 147,020 |         |                  | 136,680 |         |  |         | 155,447 |  |   | 144,300 |  
|Provision for income taxes              |  |                    | 54,788  |         |                  | 52,230  |         |  |         | 57,812  |  |   | 55,726  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  
|Net income                              |  | $                  | 92,232  |         | $                | 84,450  |         |  | $       | 97,635  |  | $ | 88,574  |  
|                                        |  |                    |         |         |                  |         |         |  |         |         |  |   |         |  

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



4



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##### Table of Contents

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                              |  |         |           |   |            |   |           |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------- | --------- | - | ---------- | - | --------- | -
|                                                                                                                              |  | July 3, |           |   | January 2, |  
|In thousands, except share amounts                                                                                            |  | 2010    |           |   | 2010       |  
|ASSETS                                                                                                                        |  |         |           |   |            |   |           |  
|Cash and cash equivalents                                                                                                     |  | $       | 15,235    |   |            | $ | 113,093   |  
|Accounts receivable, net                                                                                                      |  |         | 142,046   |   |            |   | 113,274   |  
|Inventories, net                                                                                                              |  |         | 76,193    |   |            |   | 102,749   |  
|Salespersons overdrafts, net of allowance of $9,529 and $8,737, respectively                                                  |  |         | 16,422    |   |            |   | 28,518    |  
|Prepaid expenses and other current assets                                                                                     |  |         | 13,712    |   |            |   | 18,242    |  
|Deferred income taxes                                                                                                         |  |         | 14,674    |   |            |   | 14,521    |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total current assets                                                                                                          |  |         | 278,282   |   |            |   | 390,397   |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Property, plant and equipment                                                                                                 |  |         | 459,351   |   |            |   | 441,985   |  
|Less accumulated depreciation                                                                                                 |  |         | (246,986  | ) |            |   | (231,153  | )
|                                                                                                                              |  |         |           |   |            |   |           |  
|Property, plant and equipment, net                                                                                            |  |         | 212,365   |   |            |   | 210,832   |  
|Goodwill                                                                                                                      |  |         | 1,008,282 |   |            |   | 1,004,317 |  
|Intangibles, net                                                                                                              |  |         | 530,026   |   |            |   | 550,630   |  
|Deferred financing costs, net                                                                                                 |  |         | 9,834     |   |            |   | 12,484    |  
|Deferred income taxes                                                                                                         |  |         | 2,498     |   |            |   |          |  
|Other assets                                                                                                                  |  |         | 17,823    |   |            |   | 13,732    |  
|Prepaid pension costs                                                                                                         |  |         | 4,855     |   |            |   | 4,855     |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total assets                                                                                                                  |  | $       | 2,063,965 |   |            | $ | 2,187,247 |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|                                                                                                                              |  |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                          |  |         |           |   |            |   |           |  
|Short-term borrowings                                                                                                         |  | $       |          |   |            | $ | 196       |  
|Accounts payable                                                                                                              |  |         | 41,839    |   |            |   | 48,017    |  
|Accrued employee compensation and related taxes                                                                               |  |         | 30,262    |   |            |   | 42,555    |  
|Commissions payable                                                                                                           |  |         | 40,437    |   |            |   | 21,956    |  
|Customer deposits                                                                                                             |  |         | 70,696    |   |            |   | 183,975   |  
|Income taxes payable                                                                                                          |  |         | 42,222    |   |            |   | 1,643     |  
|Current portion of long-term debt and capital leases                                                                          |  |         | 3,328     |   |            |   | 1,862     |  
|Interest payable                                                                                                              |  |         | 10,498    |   |            |   | 10,458    |  
|Other accrued liabilities                                                                                                     |  |         | 26,664    |   |            |   | 29,471    |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total current liabilities                                                                                                     |  |         | 265,946   |   |            |   | 340,133   |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Long-term debt and capital leases - less current maturities                                                                   |  |         | 829,438   |   |            |   | 824,431   |  
|Deferred income taxes                                                                                                         |  |         | 181,966   |   |            |   | 188,035   |  
|Pension liabilities, net                                                                                                      |  |         | 53,266    |   |            |   | 55,755    |  
|Other noncurrent liabilities                                                                                                  |  |         | 47,477    |   |            |   | 39,091    |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total liabilities                                                                                                             |  |         | 1,378,093 |   |            |   | 1,447,445 |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at July 3, 2010 and January 2,
2010    |  |         |          |   |            |   |          |  
|Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at July 3, 2010 and
January 2, 2010 |  |         |          |   |            |   |          |  
|Additional paid-in-capital                                                                                                    |  |         | 570,180   |   |            |   | 570,180   |  
|Accumulated earnings                                                                                                          |  |         | 144,020   |   |            |   | 196,769   |  
|Accumulated other comprehensive loss                                                                                          |  |         | (28,328   | ) |            |   | (27,147   | )
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total stockholders equity                                                                                                    |  |         | 685,872   |   |            |   | 739,802   |  
|                                                                                                                              |  |         |           |   |            |   |           |  
|Total liabilities and stockholders equity                                                                                    |  | $       | 2,063,965 |   |            | $ | 2,187,247 |  
|                                                                                                                              |  |         |           |   |            |   |           |  

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)



|                                                                                  |  |                  |          |   |         |   |          |  
|--------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------- | - | -------- | -
|                                                                                  |  | Six months ended |         
|                                                                                  |  | July 3,          |          |   | July 4, |  
|In thousands                                                                      |  | 2010             |          |   | 2009    |  
|Net income                                                                        |  | $                | 97,635   |   |         | $ | 88,574   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                  |          |   |         |   |          |  
|Depreciation                                                                      |  |                  | 22,581   |   |         |   | 21,590   |  
|Amortization of intangible assets                                                 |  |                  | 28,814   |   |         |   | 28,858   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                  | 2,649    |   |         |   | 3,264    |  
|Other amortization                                                                |  |                  | 261      |   |         |   | 307      |  
|Deferred income taxes                                                             |  |                  | (7,770   | ) |         |   | (8,484   | )
|Loss (gain) on disposal of fixed assets                                           |  |                  | 506      |   |         |   | (230     | )
|Loss on asset impairments                                                         |  |                  | 140      |   |         |   | 4,412    |  
|Changes in assets and liabilities:                                                |  |                  |          |   |         |   |          |  
|Accounts receivable                                                               |  |                  | (28,322  | ) |         |   | 1,733    |  
|Inventories                                                                       |  |                  | 27,528   |   |         |   | 22,298   |  
|Salespersons overdrafts                                                           |  |                  | 12,078   |   |         |   | 12,734   |  
|Prepaid expenses and other current assets                                         |  |                  | 2,950    |   |         |   | 12,129   |  
|Accounts payable and accrued expenses                                             |  |                  | (19,347  | ) |         |   | (7,550   | )
|Customer deposits                                                                 |  |                  | (113,254 | ) |         |   | (111,554 | )
|Commissions payable                                                               |  |                  | 18,451   |   |         |   | 20,100   |  
|Income taxes payable                                                              |  |                  | 40,693   |   |         |   | 36,872   |  
|Interest payable                                                                  |  |                  | 40       |   |         |   | 711      |  
|Other                                                                             |  |                  | 2,793    |   |         |   | (4,048   | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash provided by operating activities                                         |  |                  | 88,426   |   |         |   | 121,716  |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Purchases of property, plant and equipment                                        |  |                  | (31,527  | ) |         |   | (22,932  | )
|Proceeds from sale of property and equipment                                      |  |                  | 256      |   |         |   | 290      |  
|Acquisition of business, net of cash acquired                                     |  |                  | (9,103   | ) |         |   | 1,432    |  
|Additions to intangibles                                                          |  |                  | (317     | ) |         |   | (49      | )
|Other investing activities, net                                                   |  |                  | 8        |   |         |   |         |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash used in investing activities                                             |  |                  | (40,683  | ) |         |   | (21,259  | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Short-term borrowings                                                             |  |                  | 138,800  |   |         |   |         |  
|Short-term repayments                                                             |  |                  | (138,800 | ) |         |   | (137,000 | )
|Principal payments on long-term debt and capital lease obligations                |  |                  | (1,729   | ) |         |   |         |  
|Proceeds from issuance of long-term debt and capital leases                       |  |                  | 7,236    |   |         |   |         |  
|Distribution to stockholder                                                       |  |                  | (150,384 | ) |         |   | (15,981  | )
|Debt financing costs                                                              |  |                  |         |   |         |   | (2,619   | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Net cash used in financing activities                                             |  |                  | (144,877 | ) |         |   | (155,600 | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                  | (724     | ) |         |   | (779     | )
|                                                                                  |  |                  |          |   |         |   |          |  
|Decrease in cash and cash equivalents                                             |  |                  | (97,858  | ) |         |   | (55,922  | )
|Cash and cash equivalents, beginning of period                                    |  |                  | 113,093  |   |         |   | 117,601  |  
|                                                                                  |  |                  |          |   |         |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                | 15,235   |   |         | $ | 61,679   |  
|                                                                                  |  |                  |          |   |         |   |          |  

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



6



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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

The
Company is a marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling, and educational and trade publishing segments. The Company sells 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 a number of factors, including general economic conditions, seasonality, cost of raw
materials, school population trends, product quality, service and price.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein are:



| |  |  | Visant Holding Corp. and its wholly-owned subsidiaries (Holdings) which includes 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 stock compensation expense, interest expense and the related income tax effect of certain indebtedness of Holdings, including Holdings senior discount notes, which had an accreted value of $247.2 million as of
July 3, 2010 and January 2, 2010, including interest thereon, and $350.0 million of Holdings 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 January 2, 2010.

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 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 (1) when products are shipped (if shipped free on board FOB shipping point),
(2) when 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 includes the cost of paper, precious metals and other raw 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 $1.7 million and $1.4 million for the quarters ended July 3, 2010 and July 4, 2009, respectively. Advertising expense
totaled $3.3 million for the six months ended July 3, 2010 and $2.8 million for the six months ended July 4, 2009.

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. The total net
warranty costs on rings were $1.3 million and $1.2 million for the three-month periods ended July 3, 2010 and July 4, 2009, respectively. For the six months ended July 3, 2010 and July 4, 2009, the total net warranty costs were
$2.8 million and $2.6 million, 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 as of each of July 3, 2010 and January 2, 2010.

Stock-based Compensation

The Company recognizes 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. The Company recognized total stock-based compensation expense of approximately $2.4 million and $0.2 million for the three-month periods ended July 3, 2010 and July 4, 2009,
respectively, which is included in selling and administrative expenses. Stock-based compensation expense totaled $5.9 million and $0.4 million for the six-month periods ended July 3, 2010 and July 4, 2009, respectively. Refer to Note 15,
Stock-based Compensation, for further details.

Mezzanine Equity

Certain management stockholder agreements contain a purchase feature pursuant to which, in the event the holders employment
terminates as a result of the death or permanent disability (as defined in the agreement) of the holder, the holder (or his/her estate, in the case of death) has the option to require Holdings to purchase the common shares or vested options from the
holder (estate) and settle the amounts in cash. Equity instruments are considered temporary equity and have been classified as mezzanine equity in the balance sheet as of July 3, 2010 and January 2, 2010, respectively.

Recently Adopted Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued guidance which expands the required disclosures about
fair value measurements. This guidance requires (1) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such transfers, (2) information about
purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (3) fair value measurement disclosures for each class of assets and liabilities and (4) disclosures about the



8



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##### Table of Contents

valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3. This
guidance is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years
beginning after December 15, 2010. The Companys adoption of this guidance did not have a material impact on its condensed consolidated financial statements.

In February 2010, the FASB issued guidance related to events that occur after the balance sheet date but before financial statements are
issued or are available to be issued. This guidance amends existing standards to address potential conflicts with SEC guidance and refines the scope of the reissuance disclosure requirements to include revised financial statements only. Under this
guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated. The Companys adoption of this guidance did not have a material impact on its condensed consolidated financial statements.



|3. | The Transactions
|-- | ----------------

On
October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR) and affiliates of DLJ Merchant Banking Partners III, L.P. (DLJMBP III) completed transactions which created a marketing and publishing
services enterprise, servicing the school affinity, direct marketing, fragrance and cosmetics sampling, and educational and trade publishing segments (the Transactions) through the consolidation of Jostens, Inc. (Jostens),
Von Hoffmann Holdings, Inc. and its subsidiaries (Von Hoffmann) and AKI, Inc. and its subsidiaries (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 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, DLJMBP III and certain of its affiliates 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. As of July 3, 2010, an affiliate of KKR and DLJMBP III and
certain of its affiliates (the Sponsors) held approximately 49.2% and 41.0%, respectively, of Holdings voting interest, while each held approximately 44.7% of Holdings economic interest. As of July 3, 2010, the other
co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdings, and members of management held approximately 1.4% of the voting interest and approximately 1.5% of the economic interest of Holdings.



|4. | Restructuring Activity and Other Special Charges
|-- | ------------------------------------------------

During the three months ended July 3, 2010, the Company recorded $0.9 million of restructuring costs. The Memory Book and Scholastic
segments incurred $0.4 million and $0.2 million, respectively, of severance and related benefits for headcount reductions related to cost reduction initiatives. The Marketing and Publishing Services segments incurred $0.3 million of severance
and related benefits for headcount reductions associated with reductions in force. The associated employee headcount reductions related to the above actions were eight, seven and five in the Memory Book, Scholastic and Marketing and Publishing
Services, respectively.

For the six-month period ended July 3, 2010, the Company recorded $2.2 million of restructuring
costs and $0.1 million of other special charges. Restructuring costs for the six months ended July 3, 2010 included $1.0 million and $0.5 million related to cost reduction initiatives in our Scholastic and Memory Book segments, respectively.
Also included was $0.8 million of cost reduction initiatives and facility consolidation costs in the Marketing and Publishing Services segment. Included in these costs were approximately $0.1 million of non-cash asset impairment charges. The
associated employee headcount reductions were 58, 13 and 21 in the Scholastic, Memory Book and Marketing and Publishing Services segment, respectively.

During the three months ended July 4, 2009, the Company recorded $6.5 million of restructuring costs and $4.4 million of other
special charges. The Memory Book segment incurred $3.8 million of restructuring costs for severance and related benefits primarily associated with the closure of the Winston-Salem, North Carolina facility and certain other reductions in force. The
Scholastic segment incurred $0.1 million of severance and related benefits. The Marketing and Publishing Services segment incurred $1.8 million of restructuring costs for severance and related benefits associated with the closure of the Baltimore,
Maryland facility, $0.2 million of other shutdown related costs and $0.6 million of other severance and related benefits. Other special charges for the three months ended July 4, 2009 included $0.5 million of non-cash asset impairment



9



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charges in the Scholastic segment related to the closure of Jostens Attleboro, Massachusetts facility and $2.5 million of non-cash facility related asset impairment charges related to
facility consolidation activity in the Memory Book segment. Also included in other special charges for the Marketing and Publishing Services segment was $1.4 million of non-cash asset impairment charges related to facility consolidation activity.
The associated employee headcount reductions related to the above actions were three, 219 and 118 in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively.

For the six-month period ended July 4, 2009, the Company recorded $8.0 million of restructuring costs and $4.4 million of other
special charges. Restructuring charges included $0.7 million of cost reduction initiatives in the Scholastic segment and $4.2 million of severance and related benefits for associated headcount reductions in the Memory Book segment in connection with
the closure of the Winston-Salem, North Carolina facility and certain other reductions in force. Additionally, the Marketing and Publishing Services segment incurred $1.8 million of severance and related benefits for associated headcount reductions
in connection with the closure of its Baltimore, Maryland facility, $0.3 million of restructuring costs associated with the closure of the Pennsauken, New Jersey facilities, $0.2 million of other shutdown related costs and $0.9 million of other
severance and related benefits associated with cost reduction initiatives. Other special charges included $0.5 million of non-cash asset impairment charges in the Scholastic segment related to the closure of Jostens Attleboro, Massachusetts
facility and $2.5 million of non-cash asset impairment charges in the Memory Book segment related to the closure of the Winston-Salem, North Carolina facility. Additionally, the Marketing and Publishing Services segment reported $1.4 million of
non-cash costs related to asset impairment charges. The associated employee headcount reductions related to the above actions were 17, 231 and 139 in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively.

Restructuring accruals of $2.2 million and $3.2 million as of July 3, 2010 and January 2, 2010, respectively, are
included in other accrued liabilities in the condensed consolidated balance sheets. The accruals include amounts provided for severance and related benefits related to headcount reductions in the Scholastic, Memory Book and Marketing and Publishing
Services segments.

On a cumulative basis through July 3, 2010, the Company incurred $18.3 million of employee severance
and related benefit costs associated with the 2010, 2009 and 2008 cost savings initiatives, which affected 958 employees. The Company has paid $16.1 million in cash related to these cost savings initiatives.

Changes in the restructuring accruals during the first six months of 2010 were as follows:



|                                    |  |                 |       |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|----------------------------------- |  | --------------- | ----- | - | --------------- | - | ------ | --------------- |  | - | ----- | - |  | - | ------ | -
|In thousands                        |  | 2010Initiatives |       |   | 2009Initiatives |   |        | 2008Initiatives |  |   | Total |  
|Balance at January 2, 2010          |  | $               |      |   |                 | $ | 3,103  |                 |  | $ | 62    |   |  | $ | 3,165  |  
|Restructuring charges               |  |                 | 1,905 |   |                 |   | 343    |                 |  |   |      |   |  |   | 2,248  |  
|Severance and related benefits paid |  |                 | (754  | ) |                 |   | (2,404 | )               |  |   | (62   | ) |  |   | (3,220 | )
|                                    |  |                 |       |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|Balance at July 3, 2010             |  | $               | 1,151 |   |                 | $ | 1,042  |                 |  | $ |      |   |  | $ | 2,193  |  
|                                    |  |                 |       |   |                 |   |        |                 |  |   |       |   |  |   |        |  

The Company expects the majority of the remaining severance and related benefits associated with the 2010
and 2009 initiatives to be paid by the end of 2010.



|5. | Acquisitions
|-- | ------------

2010 Acquisitions

On February 1, 2010, the Company purchased all of the outstanding common stock of Rock Creek Athletics, Inc.
(Rock Creek) for a total purchase price of $5.4 million, including $4.7 million paid in cash at closing and subsequent working capital adjustment, and $0.7 million related to a contingent consideration arrangement subject to Rock Creek
achieving a certain revenue target through December 2010 to be paid in March 2011. Rock Creek is a producer of varsity jackets and is complementary to the Companys awards and team jackets business. The results of the acquired Rock Creek
operations are reported as part of the Scholastic segment from the date of acquisition. None of the goodwill or intangible assets will be amortized for tax purposes.



10



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##### Table of Contents

On April 21, 2010, the Company announced it had acquired, through a wholly owned
subsidiary of Jostens, approximately 96 percent of the issued and outstanding common shares of Intergold Ltd. (Intergold) in connection with a cash offer to acquire all of the issued and outstanding common shares of Intergold. The
Company subsequently exercised its right to acquire the remaining common shares pursuant to the compulsory acquisition provisions of the Business Corporations Act (Alberta). The total purchase price of $5.9 million, includes $4.4 million paid
in cash at closing, subject to a working capital adjustment, and $1.5 million of assumed debt. Intergold designs, manufactures and sells precious and non-precious metal custom recognition and fashion jewelry, including for the scholastic and
champion sports segments. The results of the acquired Intergold operations are reported as part of the Scholastic segment from the date of acquisition. None of the goodwill or intangible assets will be amortized for tax purposes.

The aggregate cost of the acquisitions was 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 purchase price for the Rock Creek and
Intergold acquisitions was as follows:



|                              |  |             |        |  
|----------------------------- |  | ----------- | ------ | -
|In thousands                  |  | July 3,2010 |       
|Current assets                |  | $           | 2,510  |  
|Property, plant and equipment |  |             | 900    |  
|Intangible assets             |  |             | 5,659  |  
|Goodwill                      |  |             | 4,088  |  
|Long-term assets              |  |             | 2,486  |  
|Current liabilities           |  |             | (2,628 | )
|Long-term liabilities         |  |             | (1,634 | )
|                              |  |             |        |  
|                              |  | $           | 11,381 |  
|                              |  |             |        |  

In connection with the purchase accounting related to the acquisition of Rock Creek and Intergold, the
intangible assets and goodwill approximated $9.7 million and consisted of:



|                            |  |             |      
|--------------------------- |  | ----------- | -----
|In thousands                |  | July 3,2010
|Customer relationships      |  | $           | 5,176
|Trademarks (definite lived) |  |             | 483  
|Goodwill                    |  |             | 4,088
|                            |  |             |      
|                            |  | $           | 9,747
|                            |  |             |      

Customer relationships for the Rock Creek and
Intergold acquisitions are being amortized on a straight line basis over a three- and ten-year period, respectively. Trademarks related to the Intergold acquisition are being amortized on a straight line basis over a 20 year period.

2009 Acquisition

On July 22, 2009, the Company acquired certain assets of Rennoc Corporation (Rennoc), a privately-held company located in
Vineland, New Jersey. The purchase price of the assets acquired was approximately $2.3 million. Rennoc was a producer of letter jackets and sports apparel. The results of the acquired Rennoc operations are reported as part of the
Scholastic segment from the date of acquisition. The estimated fair value of the identifiable intangible assets, which related solely to customer relationships, is $0.7 million and will be amortized over a two-year period. There was no
goodwill recognized as a result of this acquisition.



11



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These acquisitions, both individually and in the aggregate, are not considered material to
the Companys results of operations, financial position or cash flows.



|6. | Accumulated Other Comprehensive Income
|-- | --------------------------------------

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



|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ----------- |  | - | ----------- | - |  | - | ------ | -
|                                                           |  | Three months ended |        |   | Six months ended |  
|In thousands                                               |  | July 3,2010        |        |   | July 4,2009      |   |        | July 3,2010 |  |   | July 4,2009 |  
|Net income                                                 |  | $                  | 81,719 |   |                  | $ | 74,616 |             |  | $ | 75,777      |   |  | $ | 69,948 |  
|Change in cumulative translation adjustment                |  |                    | (643   | ) |                  |   | 157    |             |  |   | (889        | ) |  |   | 761    |  
|Pension and other postretirement benefit plans, net of tax |  |                    | (146   | ) |                  |   | (151   | )           |  |   | (292        | ) |  |   | (302   | )
|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|Comprehensive income                                       |  | $                  | 80,930 |   |                  | $ | 74,622 |             |  | $ | 74,596      |   |  | $ | 70,407 |  
|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  

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



|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ----------- |  | - | ----------- | - |  | - | ------ | -
|                                                           |  | Three months ended |        |   | Six months ended |  
|In thousands                                               |  | July 3,2010        |        |   | July 4,2009      |   |        | July 3,2010 |  |   | July 4,2009 |  
|Net income                                                 |  | $                  | 92,232 |   |                  | $ | 84,450 |             |  | $ | 97,635      |   |  | $ | 88,574 |  
|Change in cumulative translation adjustment                |  |                    | (643   | ) |                  |   | 157    |             |  |   | (889        | ) |  |   | 761    |  
|Pension and other postretirement benefit plans, net of tax |  |                    | (146   | ) |                  |   | (151   | )           |  |   | (292        | ) |  |   | (302   | )
|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|Comprehensive income                                       |  | $                  | 91,443 |   |                  | $ | 84,456 |             |  | $ | 96,454      |   |  | $ | 89,033 |  
|                                                           |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  



|7. | Accounts Receivable and Inventories
|-- | -----------------------------------

Net accounts receivable were comprised of the following:



|                                |  |             |         |   |                |   |         |  
|------------------------------- |  | ----------- | ------- | - | -------------- | - | ------- | -
|In thousands                    |  | July 3,2010 |         |   | January 2,2010 |  
|Trade receivables               |  | $           | 158,556 |   |                | $ | 125,870 |  
|Allowance for doubtful accounts |  |             | (4,778  | ) |                |   | (5,085  | )
|Allowance for sales returns     |  |             | (11,732 | ) |                |   | (7,511  | )
|                                |  |             |         |   |                |   |         |  
|Accounts receivable, net        |  | $           | 142,046 |   |                | $ | 113,274 |  
|                                |  |             |         |   |                |   |         |  

Inventories were comprised of the following:



|                           |  |             |        |                |   |        
|-------------------------- |  | ----------- | ------ | -------------- | - | -------
|In thousands               |  | July 3,2010 |        | January 2,2010
|Raw materials and supplies |  | $           | 30,943 |                | $ | 36,091 
|Work-in-process            |  |             | 25,980 |                |   | 35,456 
|Finished goods             |  |             | 19,270 |                |   | 31,202 
|                           |  |             |        |                |   |        
|Inventories                |  | $           | 76,193 |                | $ | 102,749
|                           |  |             |        |                |   |        



12



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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 a certain specified quantity of precious metals and $45.0 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 July 3, 2010 and January 2, 2010 was $26.8
million and $27.7 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 the facility of $0.2 million and
$0.1 million for the three-month periods ended July 3, 2010 and July 4, 2009 respectively. The consignment fees expensed for the six months ended July 3, 2010 and July 4, 2009 were $0.4 and $0.3 million, respectively. The
obligations under the consignment agreement are guaranteed by Visant.



|8. | Fair Value Measurements
|-- | -----------------------

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly
transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the
asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Companys own credit risk.

The Fair Value Measurements and Disclosures authoritative guidance expands the disclosure requirements around fair value and establishes
a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of
the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:



| |  |  | Level 1  inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Level 2  inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in
pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 except as noted in Note 11, Derivative Financial Instruments and Hedging Activities.

In addition to
financial assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record non-financial assets and liabilities at fair value on a nonrecurring basis. During the six months ended July 3, 2010,
assets that were recorded at fair value on a nonrecurring basis were as a result of impairment charges. Long-lived assets were measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. In 2010,
long-lived assets with a carrying amount of $0.1 million exceeded the expected cash flows and were written down to their fair value of $0, resulting in an impairment charge of $0.1 million. The following table provides information by level for
non-financial assets and liabilities that were measured at fair value during 2010 on a nonrecurring basis.



|                  |  |             |                                                           |                               |                                           |           |                                      |  |   |     |  |   |    
|----------------- |  | ----------- | --------------------------------------------------------- | ----------------------------- | ----------------------------------------- | --------- | ------------------------------------ |  | - | --- |  | - | ---
|                  |  | Fair Value  |                                                           | Fair Value Measurements Using |                                           | TotalLoss
|                  |  |             | Quoted Prices in ActiveMarket for Identical AssetsLevel
1 |                               | Significant OtherObservable 
InputLevel 2 |           | SignificantUnobservableInputsLevel 3 | 
|In thousands      |  | July 3,2010 |                                                           |                               |                                           |          
|Long-lived assets |  | $           |                                                          |                               |                                           |           |                                      |  | $ | 140 |  | $ | 140



13



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##### Table of Contents

In addition to the methods and assumptions the Company uses to record the fair value of
financial and non-financial instruments as discussed above, the Company used the following methods and assumptions to estimate the fair value of its financial instruments, which are not recorded at fair value on the balance sheet as of July 3,
2010. As of July 3, 2010 and January 2, 2010, the fair value of each of the Holdings discount notes, Holdings senior notes and Visants senior subordinated notes was based on respective quoted market prices and the fair value
of the Term Loan C facility was estimated based on quoted market prices for comparable instruments. The fair value of the Holdings discount notes, with a principal amount of $247.2 million, approximated $252.8 million at July 3, 2010. The
fair value of the Holdings senior notes, with a principal amount of $350 million, approximated $354.4 million at July 3, 2010. The fair value of the Visant senior subordinated notes, with a principal amount of $500 million,
approximated $501.3 million at July 3, 2010. The fair value of the Term Loan C facility, with a principal amount of $316.5 million, approximated $312.5 million at July 3, 2010. The fair value of the Holdings discount notes, with a
principal amount of $247.2 million, approximated $255.5 million at January 2, 2010. The fair value of the Holdings senior notes, with a principal amount of $350 million, approximated $361.4 million at January 2, 2010. The fair value of the Visant
senior subordinated notes, with a principal amount of $500 million, approximated $503.1 million at January 2, 2010. The fair value of the Term Loan C facility, with a principal amount of $316.5 million, approximated $310.2 million at January 2,
2010. Refer to Note 10, Debt, for additional disclosure in relation to the debt instruments.



|9. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

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



|                                     |  |            |         |   |            |   |         |                                  |  |       |         |  |   |           |  
|------------------------------------ |  | ---------- | ------- | - | ---------- | - | ------- | -------------------------------- |  | ----- | ------- |  | - | --------- | -
|In thousands                         |  | Scholastic |         |   | MemoryBook |   |         | Marketing 
andPublishingServices |  | Total |        
|Balance at January 2, 2010           |  | $          | 305,806 |   |            | $ | 391,553 |                                  |  | $     | 306,958 |  | $ | 1,004,317 |  
|Goodwill additions during the period |  |            | 4,088   |   |            |   |        |                                  |  |       |        |  |   | 4,088     |  
|Currency translation                 |  |            | (111    | ) |            |   | (12     | )                                |  |       |        |  |   | (123      | )
|                                     |  |            |         |   |            |   |         |                                  |  |       |         |  |   |           |  
|Balance at July 3, 2010              |  | $          | 309,783 |   |            | $ | 391,541 |                                  |  | $     | 306,958 |  | $ | 1,008,282 |  
|                                     |  |            |         |   |            |   |         |                                  |  |       |         |  |   |           |  

Additions to goodwill during the six months ended July 3, 2010 relate to the Rock Creek and Intergold
acquisitions.

Information regarding other intangible assets is as follows:



|                               |  |                      |  |                         |         |                 |     |          |                     |  |                         |         |  |     |         |  |   |          |   |  |   |        
|------------------------------ |  | -------------------- |  | ----------------------- | ------- | --------------- | --- | -------- | ------------------- |  | ----------------------- | ------- |  | --- | ------- |  | - | -------- | - |  | - | -------
|In thousands                   |  | Estimateduseful life |  | July 3, 2010            |         | January 2, 2010
|                               |  | Grosscarryingamount  |  | Accumulatedamortization |         |                 | Net |          | Grosscarryingamount |  | Accumulatedamortization |         |  | Net
|School relationships           |  | 10 years             |  | $                       | 330,000 |                 | $   | (228,851 | )                   |  | $                       | 101,149 |  | $   | 330,000 |  | $ | (212,414 | ) |  | $ | 117,586
|Internally developed software  |  | 2 to 5 years         |  |                         | 9,800   |                 |     | (9,800   | )                   |  |                         |        |  |     | 9,800   |  |   | (9,800   | ) |  |   |       
|Patented/unpatented technology |  | 3 years              |  |                         | 20,272  |                 |     | (18,130  | )                   |  |                         | 2,142   |  |     | 20,211  |  |   | (17,692  | ) |  |   | 2,519  
|Customer relationships         |  | 4 to 40 years        |  |                         | 160,477 |                 |     | (32,958  | )                   |  |                         | 127,519 |  |     | 162,789 |  |   | (33,808  | ) |  |   | 128,981
|Trademarks (definite lived)    |  | 20 years             |  |                         | 461     |                 |     | (4       | )                   |  |                         | 457     |  |     |        |  |   |         |   |  |   |       
|Restrictive covenants          |  | 3 to 10 years        |  |                         | 65,986  |                 |     | (35,707  | )                   |  |                         | 30,279  |  |     | 81,009  |  |   | (47,945  | ) |  |   | 33,064 
|                               |  |                      |  |                         |         |                 |     |          |                     |  |                         |         |  |     |         |  |   |          |   |  |   |        
|                               |  |                      |  |                         | 586,996 |                 |     | (325,450 | )                   |  |                         | 261,546 |  |     | 603,809 |  |   | (321,659 | ) |  |   | 282,150
|Trademarks                     |  | Indefinite           |  |                         | 268,480 |                 |     |         |                     |  |                         | 268,480 |  |     | 268,480 |  |   |         |   |  |   | 268,480
|                               |  |                      |  |                         |         |                 |     |          |                     |  |                         |         |  |     |         |  |   |          |   |  |   |        
|                               |  |                      |  | $                       | 855,476 |                 | $   | (325,450 | )                   |  | $                       | 530,026 |  | $   | 872,289 |  | $ | (321,659 | ) |  | $ | 550,630
|                               |  |                      |  |                         |         |                 |     |          |                     |  |                         |         |  |     |         |  |   |          |   |  |   |        

Amortization expense related to other intangible
assets was $14.1 million and $14.5 million for the three months ended July 3, 2010 and July 4, 2009, respectively. For the six months ended July 3, 2010 and July 4, 2009, amortization expense related to other intangible
assets was $28.8 million and $28.9 million, respectively. During the six-month period of 2010, approximately $25.7 million of fully amortized customer relationships and restrictive covenants were written off.

Based on intangible assets in service as of July 3, 2010, estimated amortization expense for the remainder of 2010 and each of the
five succeeding fiscal years is $28.2 million, $54.2 million, $51.3 million, $33.2 million, $12.6 million and $11.9 million, respectively.



14



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##### Table of Contents

|10. | Debt
|--- | ----

Debt consists of
the following:



|                                                                                                                                                                         |  |             |           |                |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | --------- | -------------- | - | ---------
|In thousands                                                                                                                                                             |  | July 3,2010 |           | January 2,2010
|Holdings:                                                                                                                                                                |  |             |           |                |   |          
|Senior discount notes, 10.25% fixed rate, with semi-annual interest payments of $12.7 million, principal due and payable at
maturity - December 2013                     |  | $           | 247,200   |                | $ | 247,200  
|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 senior secured credit facility:                                                                                                                         |  |             |           |                |   |          
|Term Loan C, variable rate, 2.35% at July 3, 2010 and 2.23% at January 2, 2010, with semi-annual interest payments,
principal due and payable at maturity - October 2011 |  |             | 316,500   |                |   | 316,500  
|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  
|                                                                                                                                                                         |  |             |           |                |   |          
|                                                                                                                                                                         |  |             | 1,413,700 |                |   | 1,413,700
|Borrowings related to equipment financing arrangements                                                                                                                   |  |             | 7,974     |                |   | 1,069    
|Capital lease obligations                                                                                                                                                |  |             | 8,292     |                |   | 8,920    
|                                                                                                                                                                         |  |             |           |                |   |          
|                                                                                                                                                                         |  | $           | 1,429,966 |                | $ | 1,423,689
|                                                                                                                                                                         |  |             |           |                |   |          

In connection with the Transactions, Visant entered
into senior secured credit facilities in an aggregate amount of $1,270 million, originally consisting of a $150.0 million Term Loan A facility, an $870.0 million Term Loan B facility and $250.0 million of revolving credit facilities, and issued
$500.0 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.



15



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##### Table of Contents

Amounts borrowed under the term loan facilities that are repaid or prepaid may not be
reborrowed. Visants senior secured facilities allow Visant, 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, which additional term loans will have the same security and guarantees as the Term Loan C facility. 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.

The senior secured credit facilities require Visant to meet
a maximum total leverage ratio and a minimum interest coverage ratio and impose a maximum capital expenditures limitation. In addition, the senior secured credit facilities contain certain restrictive covenants which, among other things, limit
Visants ability to create liens, incur additional indebtedness, pay dividends or make other equity distributions, 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. The senior secured credit facilities also contain 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.

On May 28, 2009, Visant entered into Amendment No. 2 (the Second Amendment) to the senior secured
credit facilities.

The Second Amendment provides for the following:



| |  |  | An extension of the termination date of the revolving credit commitments until September 4, 2011, provided that if the consolidated gross senior
secured leverage ratio for the four quarter period ending as of the last day of Visants fiscal quarter ending closest to June 30, 2011 is less than 0.75 to 1.00, then such maturity date shall be January 4, 2012; provided, however,
that if all tranche C term loans outstanding under the Credit Agreement shall not have been fully repaid and/or refinanced on or prior to October 4, 2011, the maturity date of the revolving credit commitments shall be October 4, 2011
without regard to whether the consolidated gross senior secured leverage ratio condition referred to above has been met. The consolidated gross senior secured leverage ratio is defined as (1) the sum of (a) the aggregate principal amount
of term loans and revolving credit commitments (whether used or unused) under the Credit Agreement, (b) with certain exceptions, the principal amount of all other secured indebtedness of Visant and its subsidiaries and (c) the outstanding
capitalized lease obligations of Visant and its subsidiaries to (2) consolidated EBITDA.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A reduction of the revolving credit commitments from an aggregate of $250.0 million to an aggregate of $100.0 million (comprised of a commitment of
$95.0 million under the U.S. revolving credit facility and a commitment of $5.0 million under the Canadian revolving credit facility).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in the pricing on all revolving credit and swingline loans from and after the date of the Second Amendment, with such loans bearing
interest, at Visants option (except in the case of swingline loans, which in all cases will bear interest at the alternate base rate plus 3.00% per annum), at either adjusted LIBOR (with a minimum adjusted LIBOR of 2.00% per annum)
plus 4.00% per annum or the alternate base rate plus 3.00% (or, in the case of Canadian dollar denominated loans, the bankers acceptance discount rate plus 4.00% or the Canadian prime rate plus 3.00% per annum).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in the commitment fee rate to 0.75% per annum for unfunded revolving credit commitments.
| | - |  | ----------------------------------------------------------------------------------------------------

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 us; engage in transactions
with affiliates; and create liens.



16



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##### Table of Contents

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 July 3, 2010, the Company was in compliance with all covenants under its material debt
obligations.

As of July 3, 2010, there were no short-term borrowings outstanding and $13.3 million in the form of
outstanding letters of credit leaving $86.7 million available for borrowing under the revolving credit facilities.



|11. | Derivative Financial Instruments and Hedging Activities
|--- | -------------------------------------------------------

The Companys involvement with derivative financial instruments is limited principally to managing well-defined interest rate and
foreign currency exchange risks. Forward foreign currency exchange contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in Euros. The Company has entered into foreign currency forward
contracts for certain forecasted transactions denominated in Euros in order to manage the volatility associated with these transactions and limit the Companys exposure to currency fluctuations between the contract date and ultimate settlement.
The foreign currency forward contracts were not designated as hedges, and accordingly, the fair value gains or losses from these foreign currency derivatives are recognized currently in the Condensed Consolidated Statements of Operations. The
aggregate notional value of the forward contracts at July 3, 2010 was $2.0 million. The fair value of foreign currency forward contracts was determined to be Level 2 under the fair value hierarchy and is valued using market exchange rates. The
Company did not enter into any such transactions during the fiscal year ended January 2, 2010.

At July 3, 2010, the
total fair value of the Companys forward contracts and the accounts in the Condensed Consolidated Balance Sheets in which the fair value amounts are included are shown below:



|                                                                           |  |                                                                |  |              |    |                 |   |  
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ------------ | -- | --------------- | - | -
|In thousands                                                               |  |                                                                |  |              |    |                
|Fair Value of Derivative Instruments Not
Designated as Hedging Instruments |  | Classification in the 
ConsolidatedConsolidated Balance Sheets |  | July 3, 2010 |    | January 2, 2010
|Foreign currency forward contracts                                         |  | Prepaid expenses and other current assets                      |  | $            | 80 |                 | $ | 

The pre-tax
gains related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three and six months ended July 3, 2010 and July 4, 2009 are shown below:



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|                                   |  |                                              |  |                    |    |              |   |  
|---------------------------------- |  | -------------------------------------------- |  | ------------------ | -- | ------------ | - | -
|In thousands                       |  |                                              |  |                    |    |             
|Gain (loss) on Derivatives Not     |  | Classification in Condensed Consolidated     |  | Three months ended
|Designated as Hedges               |  | Statement Of Operations                      |  | July 3, 2010       |    | July 4, 2009
|Foreign currency forward contracts |  | Selling, General and Administrative Expenses |  | $                  | 80 |              | $ | 
|                                   |  |                                              | 
|In thousands                       |  |                                              |  |                    |    |             
|Gain (loss) on Derivatives Not     |  | Classification in Condensed Consolidated     |  | Six months ended  
|Designated as Hedges               |  | Statement Of Operations                      |  | July 3, 2010       |    | July 4, 2009
|Foreign currency forward contracts |  | Selling, General and Administrative Expenses |  | $                  | 80 |              | $ | 



|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. As of July 3, 2010, the Company had purchase commitments totaling $9.1
million with delivery dates occurring through 2010. The forward purchase contracts are considered normal purchases and therefore are not subject to the requirements of derivative accounting.

Environmental

Our operations are subject to a variety of federal, state, local and foreign laws and regulations governing emissions to air, discharge to
water, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters, and from time to time the Company may be involved in remedial and compliance
efforts.

Legal Proceedings

In communications with U.S. Customs and Border Protection (Customs), we 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 and penalties on the loss of revenue, if any is determined. A review of Jostens import practices 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. Customs allegations indicated 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 during the period of December 2006 through May 2007, 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. In a separate penalty notice, Customs calculated a monetary penalty in the
amount of approximately $5.8 million (two times the alleged loss of revenue). Jostens has filed various petitions with Customs disputing Customs claims and advancing arguments to support that no loss of revenue or penalty should be issued
against us, 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 response to Jostens petitions, Customs withdrew its penalty
notice but restated its loss of revenue demand in order to close out Jostens prior disclosure. In response to this demand, Jostens filed a supplement



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to its prior disclosure presenting arguments for Customs consideration supporting that the subject imports at the time of entry were entitled to duty-free status and has extended an offer
in compromise for Customs consideration to resolve the matter. In order to obtain the benefits of the orderly continuation and conclusion of administrative proceedings, Jostens has agreed to waivers of the statute of limitations with respect
to the entries made in 2002 and 2003 that otherwise would have expired.

Based on recent settlement discussions with Customs,
the Company has tendered an offer in compromise, including the remission of funds to Customs to satisfy the settlement, in final resolution of this matter and certain other proceedings with Customs. The offer in compromise is subject to final
acceptance by Customs Headquarters, which the Company expects prior to the expiration of the current extension of the statute of limitations on September 3, 2010.

On or about June 16, 2010, Jostens, Herff Jones, and all other parties to certain lawsuits pending in the Western District of Oklahoma
and the 15th Judicial District Court, Parish of Lafayette, Louisiana settled litigation related to the engagement by Jostens (or its independent sales representatives) of certain former independent and associate sales representatives of Herff Jones
and the engagement by Herff Jones (or its independent sales representative) of certain former independent and associate sales representatives of Jostens. On the same date, Jostens and all other parties to certain lawsuits pending in the District
Courts for Tulsa County and Oklahoma County, Oklahoma settled litigation involving a former Jostens independent sales representative. The parties to all of these settled lawsuits deny any and all wrongdoing.

The costs associated with the defense and prosecution of the Customs matter and the litigations discussed in this section and the net
amount due by us under the settlement arrangements in resolution of these matters, which are payable between 2010 and 2013, are included in the charge taken by the Company in the fiscal quarter ended July 3, 2010 and reflected in selling and
general administrative expenses.

We are also a party to other litigation arising in the normal course of business. We
regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. We do 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 provision for the six months ended July 3, 2010 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 2010 are
37.1% and 37.2% for Holdings and Visant, respectively, before consideration of the effects of less than $0.1 million of net tax and interest accruals considered a current period tax benefit. The net current period tax benefit includes a $0.6 million
net tax benefit to reflect the decision by the Canada Revenue Agency (CRA) during 2010 to withdraw its transfer price assessment for the taxable periods 1996 and 1997. The net current period tax benefit also includes $0.3 million of net
tax and interest expense accruals for unrecognized tax benefits and $0.3 million of other net income tax adjustments considered a current period tax expense. The combined effect of the annual estimated consolidated tax rates and the net current
period tax adjustments resulted in effective tax rates of 37.1% and 37.2% for Holdings and Visant, respectively, for the six-month period ended July 3, 2010.

For the comparable six-month period ended July 4, 2009, the effective rates of income tax expense for Holdings and Visant were 39.0%
and 38.6%, respectively. The decrease in effective income tax rates from 2009 to 2010 was due primarily to the statutory increase in the percentage used to determine the Companys domestic manufacturing deduction.

In May 2009 and February 2010, President Obamas administration proposed significant changes to U.S. tax laws for U.S. corporations
doing business outside the United States, including a proposal to defer certain tax deductions allocable to non-U.S. earnings until those earnings are repatriated. It is unclear whether the proposed tax changes will be enacted or, if enacted, what
the ultimate scope of the changes will be. If enacted as currently proposed, the Company does not believe the changes will have a material adverse tax effect on its results because the Companys repatriation practice is to distribute
substantially all of its non-U.S. earnings on an annual basis.

During the six months ended July 3, 2010, the Company
provided net tax and interest accruals for unrecognized tax benefits of $0.3 million consisting of $2.1 million of current income tax expense and $1.8 million of deferred income tax benefit. At July 3, 2010, the Companys unrecognized tax
benefit liability totaled $22.2 million, including interest and penalty accruals of $3.1 million. Substantially all of this liability was included in non-current liabilities except for $0.3 million which was included in income taxes payable. At
January 2, 2010, the Companys unrecognized tax benefit liability totaled $20.3 million, including interest and penalty accruals of $2.7 million.



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The Companys income tax filings for 2005 to 2008 are subject to examination in the
U.S. federal tax jurisdiction. During 2009, the Company agreed to certain audit adjustments in connection with the Internal Revenue Service (IRS) examination of the Companys tax filings for 2005 and 2006. The settlement resulted in
only minor adjustments. The IRS also proposed certain transfer price adjustments for which the Company disagreed in order to preserve its right to seek relief from double taxation with the applicable U.S. and French tax authorities. The Company is
also subject to examination in state and certain foreign tax jurisdictions for the 2004 to 2009 periods, none of which was individually material. During the six months ended July 3, 2010, the Company was notified that the CRA had withdrawn its
original transfer price assessment for years 1996 and 1997 and would refund approximately $0.6 million of tax and interest previously paid by the Company. As a result of the CRAs decision, the Company is no longer pursuing efforts to seek
relief from double taxation. The Companys Canadian income tax filings for 2007 and 2008 are currently under examination by the CRA. 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. Due to the potential for resolution of the Companys current federal examination and the expiration of the related statute of limitations, it is reasonably possible that the
Companys gross unrecognized tax benefit liability could change within the next twelve months by a range of zero to $9.1 million.



|14. | Benefit Plans
|--- | -------------

Pension and Other
Postretirement Benefit Plans

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



|                                   |  |                    |         |   |                         |   |         |         |  |   |         |   |  |   |      |  
|---------------------------------- |  | ------------------ | ------- | - | ----------------------- | - | ------- | ------- |  | - | ------- | - |  | - | ---- | -
|                                   |  | Pension benefits   |         |   | Postretirement benefits |  
|                                   |  | Three months ended |         |   | Three months ended      |  
|                                   |  | July 3,            |         |   | July 4,                 |   |         | July 3, |  |   | July 4, |  
|In thousands                       |  | 2010               |         |   | 2009                    |   |         | 2010    |  |   | 2009    |  
|Service cost                       |  | $                  | 1,249   |   |                         | $ | 1,212   |         |  | $ | 2       |   |  | $ | 2    |  
|Interest cost                      |  |                    | 4,364   |   |                         |   | 4,324   |         |  |   | 26      |   |  |   | 31   |  
|Expected return on plan assets     |  |                    | (6,368  | ) |                         |   | (6,471  | )       |  |   |        |   |  |   |     |  
|Amortization of prior service cost |  |                    | (186    | ) |                         |   | (186    | )       |  |   | (69     | ) |  |   | (69  | )
|Amortization of net actuarial loss |  |                    | 9       |   |                         |   |        |         |  |   | 5       |   |  |   | 6    |  
|                                   |  |                    |         |   |                         |   |         |         |  |   |         |   |  |   |      |  
|Net periodic benefit income        |  | $                  | (932    | ) |                         | $ | (1,121  | )       |  | $ | (36     | ) |  | $ | (30  | )
|                                   |  |                    |         |   |                         |   |         |         |  |   |         |   |  |   |      |  
|                                   |  |                   
|                                   |  | Pension benefits   |         |   | Postretirement benefits |  
|                                   |  | Six months ended   |         |   | Six months ended        |  
|                                   |  | July 3,            |         |   | July 4,                 |   |         | July 3, |  |   | July 4, |  
|In thousands                       |  | 2010               |         |   | 2009                    |   |         | 2010    |  |   | 2009    |  
|Service cost                       |  | $                  | 2,498   |   |                         | $ | 2,424   |         |  | $ | 4       |   |  | $ | 4    |  
|Interest cost                      |  |                    | 8,728   |   |                         |   | 8,648   |         |  |   | 52      |   |  |   | 62   |  
|Expected return on plan assets     |  |                    | (12,736 | ) |                         |   | (12,942 | )       |  |   |        |   |  |   |     |  
|Amortization of prior service cost |  |                    | (372    | ) |                         |   | (372    | )       |  |   | (138    | ) |  |   | (138 | )
|Amortization of net actuarial loss |  |                    | 18      |   |                         |   |        |         |  |   | 10      |   |  |   | 12   |  
|                                   |  |                    |         |   |                         |   |         |         |  |   |         |   |  |   |      |  
|Net periodic benefit income        |  | $                  | (1,864  | ) |                         | $ | (2,242  | )       |  | $ | (72     | ) |  | $ | (60  | )
|                                   |  |                    |         |   |                         |   |         |         |  |   |         |   |  |   |      |  

As of January 2, 2010, the Company did not expect to have an obligation to contribute to its qualified
pension plans in 2010 due to the funded status of the plans. This expectation had not changed as of July 3, 2010, but the Company continues to monitor its obligation in light of market conditions. For the six months ended July 3, 2010, the
Company did not make any contributions to its qualified pension plans and contributed $1.1 million and $0.1 million to its non-qualified pension plans and postretirement welfare plans, respectively. The contributions to the non-qualified pension and
the postretirement welfare plans were consistent with the amounts anticipated as of January 2, 2010.



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|15. | Stock-based Compensation
|--- | ------------------------

2003
Stock Incentive Plan

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 us 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. As of July 3, 2010, there were 288,010 shares available for grant under
the 2003 Plan. 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, of 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.

2004 Stock Option Plan

In connection with the closing of the Transactions, we established the 2004 Stock Option Plan, which permits us 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 July 3, 2010, there were 117,635 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 fully vested and
became exercisable in annual installments through 2009 (for those options granted in 2004 and 2005), 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 or 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



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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 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 stockholders agreement and sale participation agreement. As of July 3, 2010, there were
284,906 options vested under the 2004 Plan and 3,000 unvested and subject to vesting.

2008 LTIP

During 2008 we implemented long-term phantom share incentive arrangements with certain key employees (the 2009 LTIP). Under
these arrangements, the executive is granted a target award based on a specified number of phantom share units, which vests on the basis of performance or time (and continued employment).

The performance-based award vests if we (or the respective subsidiary) achieve a minimum threshold trailing twelve months EBITDA
target measured as of the last day of our fiscal quarter ended closest to June 30, 2010, subject to the executives continued employment through such measurement date. The award vests as follows:



|                                   |  |                 |   |  |           |   |  |        |   |  |         |  
|---------------------------------- |  | --------------- | - |  | --------- | - |  | ------ | - |  | ------- | -
|EBITDA Target                      |  | Below Threshold |   |  | Threshold |   |  | Target |   |  | Maximum |  
|Percentage of target award vesting |  | 0               | % |  | 50        | % |  | 100    | % |  | 200     | %

If the
threshold EBITDA target is not achieved or the executive either resigns or suffers a termination of employment by us prior to the measurement date other than in connection with a change in control (as defined in the 2004 Plan) of the Company, the
award granted to the executive is forfeited without payment.

Subject to these vesting conditions, the award is settled in
cash in an amount equal to the fair market value of one share of Class A Common Stock as of the vesting date multiplied by the number of 2008 LTIP phantom share units in which the executive vests, payable in a lump sum as soon as practicable
following the measurement date and in any event not later than December 31, 2010.

In the case of the executives
termination by the Company without cause or by the executive for good reason or due to the executives permanent disability or death within twelve months following a change in control and prior to the last day of the fiscal quarter closest to
June 30, 2010, in each case before the measurement date, the executive will vest in the target award and the lump sum cash payment in respect of the award will be made based on the fair market value of the Class A Common Stock as of such
date, payable as soon as practicable but in any event not later than March 14th of the calendar year following the calendar year in which the termination occurs.

In addition to the performance vesting described above, certain 2008 LTIP arrangements may also contain a time vesting component such
that a portion of the award vests based solely on the basis of the executives continued employment through the respective measurement date.

Each award also contains covenants with respect to confidentiality, noncompetition and nonsolicitation to which the executive is bound
during his or her employment and for two years following termination of employment.

No participants in the 2008 LTIP, other
than Jostens participants, vested in or will receive payments with respect to any award under the 2008 LTIP.

2010 LTIP

During the first fiscal quarter of 2010, we implemented long-term phantom share incentive arrangements with certain
key employees (the 2010 LTIP). Under these arrangements, the executive is granted a target award, based on a specified number of phantom share units, half of which vests on the basis of performance (and continued employment) and the
other half of which vests on the basis of time (and continued employment), regardless of whether the respective performance target(s) are met. Except under certain conditions described below, if the respective performance or service target is not
achieved, or the executive resigns or suffers a termination of employment by us prior to the applicable date other than



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following a change in control, the applicable award is forfeited without payment. Each award also contains covenants with respect to confidentiality, noncompetition and nonsolicitation to which
the executive is bound during his or her employment and for two years following termination of employment. The following summarizes the key terms of the various forms of 2010 LTIP awards.

Jostens. The awards granted to employees of our Jostens subsidiary are based on a two year incentive period and the performance
award vests if Jostens achieves a trailing twelve months EBITDA target measured as of the last day of fiscal year 2011, subject to the executives continued employment through such measurement date. The time award vests based solely on
the basis of the executives continued employment through the last day of fiscal year 2011.

In the case of the
executives termination by the Company without cause due to the elimination of the executives position as a result of a restructuring or due to the executives permanent disability or death, in each case occurring after fiscal year
2010 and prior to any change in control, the executive will vest in 100% of the time award and all other unvested awards will be forfeited without payment therefor. In the case of the executives termination by the Company without cause or by
the executive for good reason or due to the executives permanent disability or death within two years following a change in control and prior to the last day of fiscal year 2011, the executive will vest in 100% of the time award and in
(i) 50% of the performance award if such termination occurs on or before the last day of fiscal year 2010, or (ii) 100% of the performance award if such termination occurs after the last day of fiscal year 2010 but prior to the last day of
fiscal year 2011.

Visant and Other Subsidiaries. The awards granted to employees of Visant and its subsidiaries other
than Jostens are based on an 18-month incentive period and the performance award vests based on achievement of a trailing twelve months EBITDA target measured as of the last day of the second fiscal quarter of 2011 and, in the case of certain
of its subsidiaries, a portion of the performance award vests based on the achievement of certain other performance targets as of the measurement date, in any event subject to the executives continued employment through the applicable
measurement date, provided that if the respective performance target is achieved as of the last day of fiscal year 2010 or the last day of the first fiscal quarter of 2011, the performance award applicable to such performance target will vest and
become due and payable as of such earlier date. The time award vests based solely on the basis of the executives continued employment through the last day of the second fiscal quarter of 2011.

In the case of the executives termination by the Company without cause or by the executive for good reason or due to the
executives permanent disability or death within two years following a change in control and prior to the last day of the second fiscal quarter of 2011, the executive will vest in 100% of the time award. If such a termination occurs prior to
September 30, 2010, the executive will become vested in 50% of the performance award (regardless of whether the respective performance target(s) are met), but if the termination occurs after September 30, 2010, the executive will have the
opportunity to become vested in either 50% or 100% of the performance award provided that an applicable portion of the respective EBITDA performance target has been achieved (measured as of the last day of the fiscal month ended closest to the date
of the employees termination). If a minimum applicable portion of the EBITDA performance target is not achieved, the unvested performance award will be forfeited without payment therefor.

Subject to the applicable vesting conditions, the award is settled in cash in an amount equal to the fair market value of one share of
Class A Common Stock as of the vesting date (provided that following a change in control, the per share value of Class A Common Stock shall not be less than the price per share paid in respect of such common stock in the change in control)
multiplied by the number of phantom share units in which the executive vests, payable in a lump sum as soon as practicable following the vesting event, and in any event not later than March 14th of the calendar year following the calendar year
in which the vesting event occurs.

Common Stock

There is no established public market for the Holdings Class A Common Stock. The fair market value of the Class A Common Stock
is established pursuant to the terms of the 2004 Plan and determined by a third party valuation, and the methodology to determine the fair market value under the incentive plans does not give effect to any premium for control or discount for
minority interests or restrictions on transfers. Fair value includes any premium for control or discount for minority interests or restrictions on transfers. The Company used a discounted cash flow analysis and selected public company analysis to
determine the enterprise value and share price for Holdings Class A Common Stock.



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On February 26, 2010, the Company declared an extraordinary cash distribution in the
aggregate amount of $137.7 million (inclusive of the distribution to holders of vested stock options as described below) of $22.00 per share (the Distribution) on Holdings outstanding common stock. The Distribution was payable on
March 1, 2010 to stockholders of record on February 26, 2010 (the Record Date). The Distribution was funded from cash on hand. In connection with the Distribution, Holdings made a cash payment to holders of vested stock options
for the Common Stock, granted pursuant to Holdings equity incentive plans. The cash payment on the vested stock options equaled (x) the product of (i) the number of shares of Common Stock subject to such options outstanding on the
Record Date multiplied by (ii) the per share amount of the distribution, minus (y) any applicable withholding taxes. Holdings reduced the per share exercise price as permitted under the applicable equity incentive plans of any unvested
options outstanding as of the Record Date by the per share distribution amount paid. The 2003 and 2004 Plans and/or underlying stock option agreements contain provisions that provide for anti-dilutive protection in the case of certain extraordinary
corporate transactions, such as the Distribution, and the incremental compensation cost, defined as the difference in the fair value of the award immediately before and after the Distribution, was calculated as zero. As a result of the above
Distribution, no incremental compensation cost was recognized.

For the three months ended July 3, 2010 and July 4,
2009, the Company recognized total stock-based compensation expense of approximately $2.4 million and $0.2 million, respectively, which is included in selling, general and administrative expenses. Stock-based compensation expense totaled $5.9
million and $0.4 million for the six-month periods ended July 3, 2010 and July 4, 2009, respectively.

In each of
the six-month periods ended July 3, 2010 and July 4, 2009, there were no issuances of restricted shares or stock options.

Stock Options

The following table summarizes stock option activity for Holdings:



|                                           |  |         |   |  |                                 |       
|------------------------------------------ |  | ------- | - |  | ------------------------------- | ------
|Options in thousands                       |  | Options |   |  | Weighted -averageexercise price
|Outstanding at January 2, 2010             |  | 299     |   |  | $                               | 47.64 
|Exercised                                  |  | (1      | ) |  | $                               | 39.07 
|Granted                                    |  |        |   |  | $                               |      
|Forfeited                                  |  |        |   |  | $                               |      
|Cancelled                                  |  | (1      | ) |  | $                               | 169.15
|                                           |  |         |   |  |                                 |       
|Outstanding at July 3, 2010                |  | 297     |   |  | $                               | 47.08 
|                                           |  |         |   |  |                                 |       
|Vested or expected to vest at July 3, 2010 |  | 297     |   |  | $                               | 47.08 
|                                           |  |         |   |  |                                 |       
|Exercisable at July 3, 2010                |  | 294     |   |  | $                               | 45.30 
|                                           |  |         |   |  |                                 |       

The exercise prices for options that were unvested as of the Record Date have been adjusted to
reflect the Distribution paid in March 2010.

The weighted average remaining contractual life of outstanding options at
July 3, 2010 was approximately 4.7 years. As of July 3, 2010, $0.1 million of total unrecognized stock-based compensation expense related to stock options is expected to be recognized over a weighted-average period of 2.2 years.



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LTIPs

The following table summarizes 2008 LTIP and 2010 LTIP award activity for Holdings:



|                                           |  |          |  |         
|------------------------------------------ |  | -------- |  | --------
|Units in thousands                         |  | 2008LTIP |  | 2010LTIP
|Outstanding at January 2, 2010             |  | 40       |  |        
|Granted                                    |  |         |  | 112     
|Forfeited                                  |  |         |  |        
|Cancelled                                  |  |         |  |        
|                                           |  |          |  |         
|Outstanding at July 3, 2010                |  | 40       |  | 112     
|                                           |  |          |  |         
|Vested or expected to vest at July 3, 2010 |  | 18       |  | 80      
|                                           |  |          |  |         

As of July 3, 2010, $11.9 million of aggregate
total unrecognized stock-based compensation expense related to the 2008 LTIP and the 2010 LTIP is expected to be recognized over a weighted-average period of 1.1 years.

No participants in the 2008 LTIP, other than Jostens participants, vested in or will receive payments with respect to any award under the
2008 LTIP.



|16. | Business Segments
|--- | -----------------

Our
three reportable segments consist of:



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



| |  |  | Memory Book provides services in conjunction with 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  provides services in conjunction with the development, marketing, sale and production of multi-sensory
and interactive advertising sampling systems, primarily for the fragrance, cosmetics and personal care segments, and provides innovative products and related services to the direct marketing sector. The group also produces book components primarily
for the educational and trade publishing segments.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



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##### Table of Contents

The following table presents information on Holdings by business segment:



|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ------------------ | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Three months ended |         |   |             |   |         |          | 
|In thousands                      |  | July 3,2010        |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 131,688 |   |             | $ | 127,595 |          |  | $ | 4,093    |   |  | 3.2   | % 
|Memory Book                       |  |                    | 276,900 |   |             |   | 283,267 |          |  |   | (6,367   | ) |  | (2.2  | %)
|Marketing and Publishing Services |  |                    | 90,486  |   |             |   | 87,981  |          |  |   | 2,505    |   |  | 2.8   | % 
|Inter-segment eliminations        |  |                    | (1      | ) |             |   | (14     | )        |  |   | 13       |   |  | NM    |   
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 499,073 |   |             | $ | 498,829 |          |  | $ | 244      |   |  | 0.0   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 14,829  |   |             | $ | 22,158  |          |  | $ | (7,329   | ) |  | (33.1 | %)
|Memory Book                       |  |                    | 130,461 |   |             |   | 123,368 |          |  |   | 7,093    |   |  | 5.7   | % 
|Marketing and Publishing Services |  |                    | 13,041  |   |             |   | 5,269   |          |  |   | 7,772    |   |  | 147.5 | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 158,331 |   |             | $ | 150,795 |          |  | $ | 7,536    |   |  | 5.0   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Depreciation and Amortization     |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 6,793   |   |             | $ | 6,401   |          |  | $ | 392      |   |  | 6.1   | % 
|Memory Book                       |  |                    | 10,691  |   |             |   | 10,511  |          |  |   | 180      |   |  | 1.7   | % 
|Marketing and Publishing Services |  |                    | 8,108   |   |             |   | 8,649   |          |  |   | (541     | ) |  | (6.3  | %)
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 25,592  |   |             | $ | 25,561  |          |  | $ | 31       |   |  | 0.1   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful



|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ---------------- | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Six months ended |         |   |             |   |         |          | 
|In thousands                      |  | July 3,2010      |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 289,405 |   |             | $ | 281,754 |          |  | $ | 7,651    |   |  | 2.7   | % 
|Memory Book                       |  |                  | 283,688 |   |             |   | 291,780 |          |  |   | (8,092   | ) |  | (2.8  | %)
|Marketing and Publishing Services |  |                  | 192,028 |   |             |   | 191,111 |          |  |   | 917      |   |  | 0.5   | % 
|Inter-segment eliminations        |  |                  | (19     | ) |             |   | (273    | )        |  |   | 254      |   |  | NM    |   
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                | 765,102 |   |             | $ | 764,372 |          |  | $ | 730      |   |  | 0.1   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 33,254  |   |             | $ | 45,952  |          |  | $ | (12,698  | ) |  | (27.6 | %)
|Memory Book                       |  |                  | 115,833 |   |             |   | 107,832 |          |  |   | 8,001    |   |  | 7.4   | % 
|Marketing and Publishing Services |  |                  | 27,617  |   |             |   | 18,441  |          |  |   | 9,176    |   |  | 49.8  | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                | 176,704 |   |             | $ | 172,225 |          |  | $ | 4,479    |   |  | 2.6   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Depreciation and Amortization     |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 15,351  |   |             | $ | 14,171  |          |  | $ | 1,180    |   |  | 8.3   | % 
|Memory Book                       |  |                  | 19,463  |   |             |   | 19,589  |          |  |   | (126     | ) |  | (0.6  | %)
|Marketing and Publishing Services |  |                  | 16,842  |   |             |   | 16,995  |          |  |   | (153     | ) |  | (0.9  | %)
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                | 51,656  |   |             | $ | 50,755  |          |  | $ | 901      |   |  | 1.8   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful



26



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##### Table of Contents

|17. | Related Party Transactions
|--- | --------------------------

Management Services Agreement

In connection with the Transactions, the Company entered into a management services agreement with the Sponsors pursuant to which the
Sponsors provide certain structuring, consulting and management advisory services. Under the management services agreement, during the term the Sponsors receive an annual advisory fee of $3.0 million, that is payable quarterly and which increases by
3% per year. The Company incurred $0.9 million of advisory fees from the Sponsors for each of the three months ended July 3, 2010 and July 4, 2009. The Company incurred $1.7 million of advisory fees from the Sponsors for each of the
six months ended July 3, 2010 and July 4, 2009. The management services agreement also provides that the Company 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

KKR
Capstone is a team of operational professionals who work exclusively with KKRs investment professionals and portfolio company management teams to enhance and strengthen operations in KKRs portfolio companies. We have retained KKR
Capstone from time to time to provide certain of our businesses with consulting services primarily to help identify and implement operational improvements and other strategic efforts within our businesses. There were no services rendered or payments
made for the three and six month periods ended July 3, 2010 and July 4, 2009. An affiliate of KKR Capstone has an ownership interest in Holdings.

An affiliate of Credit Suisse Securities (USA) LLC is a lender and agent in connection with Visants senior secured credit
facilities, for which it receives customary fees and expenses. Credit Suisse is an affiliate of DLJMBP III, one of our Sponsors.

The Company is party to an agreement with CoreTrust Purchasing Group (CoreTrust), a group purchasing organization, pursuant
to which it may avail itself of the terms and conditions of the CoreTrust purchasing organization. In addition to other vendors the Company purchases from under the CoreTrust group purchasing program, beginning in 2010 the Company provides its
prescription drug benefit program and related services through the CoreTrust program. An affiliate of KKR is party to an agreement with CoreTrust which permits certain KKR affiliates, including us, the benefit of utilizing the CoreTrust group
purchasing program. CoreTrust receives payment of fees for administrative and other services provided by CoreTrust from certain vendors based on the products and services purchased by the Company and other parties and CoreTrust shares a portion of
such fees with the KKR affiliate.

The Company participates in providing, with an affiliate of First Data Corporation
(First Data), integrated marketing programs to third parties from time to time. The terms of the arrangement between the Company and First Data have been negotiated on an arms length basis. First Data is also owned and controlled
by affiliates of KKR and Tagar C. Olson, a member of the Companys board of directors, is a director of First Data. Based on the applicable guidance, the Company records its portion of the profits from such collaborative arrangement
as revenue. The Company is not permitted, in accordance with the applicable accounting guidance, to present the sales, cost of sales or marketing expenses related to the sales transactions with third parties because First Data is the principal
participant in the collaborative arrangement. For the three and six months ended July 3, 2010, the amount of revenue that the Company recognized from this arrangement was not material to its financial statements. The Company
did not recognize any revenue from this arrangement for the three and six months ended July 4, 2009.



|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 wholly-owned subsidiaries (the Guarantors) 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.



27



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended July 3, 2010



|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | -------
|In thousands                                     |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total
|Net sales                                        |  | $      |         |   |            | $ | 492,725 |                |  | $            | 17,969 |  | $     | (11,621 | ) |  | $ | 499,073
|Cost of products sold                            |  |        |         |   |            |   | 203,409 |                |  |              | 9,836  |  |       | (11,537 | ) |  |   | 201,708
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|Gross profit                                     |  |        |         |   |            |   | 289,316 |                |  |              | 8,133  |  |       | (84     | ) |  |   | 297,365
|Selling and administrative expenses              |  |        | (122     | ) |            |   | 130,164 |                |  |              | 5,022  |  |       |        |   |  |   | 135,064
|Loss on sale of assets                           |  |        |         |   |            |   | 577     |                |  |              |       |  |       |        |   |  |   | 577    
|Special charges                                  |  |        |         |   |            |   | 922     |                |  |              |       |  |       |        |   |  |   | 922    
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|Operating income                                 |  |        | 122      |   |            |   | 157,653 |                |  |              | 3,111  |  |       | (84     | ) |  |   | 160,802
|Net interest expense                             |  |        | 12,887   |   |            |   | 12,327  |                |  |              | 26     |  |       | (11,458 | ) |  |   | 13,782 
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|(Loss) income before income taxes                |  |        | (12,765  | ) |            |   | 145,326 |                |  |              | 3,085  |  |       | 11,374  |   |  |   | 147,020
|(Benefit from) provision for income taxes        |  |        | (1,347   | ) |            |   | 55,125  |                |  |              | 1,042  |  |       | (32     | ) |  |   | 54,788 
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|(Loss) income from operations                    |  |        | (11,418  | ) |            |   | 90,201  |                |  |              | 2,043  |  |       | 11,406  |   |  |   | 92,232 
|Equity (earnings) loss in subsidiary, net of tax |  |        | (103,650 | ) |            |   | (2,043  | )              |  |              |       |  |       | 105,693 |   |  |   |       
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        
|Net income                                       |  | $      | 92,232   |   |            | $ | 92,244  |                |  | $            | 2,043  |  | $     | (94,287 | ) |  | $ | 92,232 
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |        

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)

Three months ended July 4, 2009



|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                     |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |        
|Net sales                                        |  | $      |         |   |            | $ | 490,472 |                |  | $            | 14,240 |  | $     | (5,883  | ) |  | $ | 498,829 |  
|Cost of products sold                            |  |        |         |   |            |   | 204,706 |                |  |              | 7,387  |  |       | (5,601  | ) |  |   | 206,492 |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        |         |   |            |   | 285,766 |                |  |              | 6,853  |  |       | (282    | ) |  |   | 292,337 |  
|Selling and administrative expenses              |  |        | (216     | ) |            |   | 126,656 |                |  |              | 4,056  |  |       |        |   |  |   | 130,496 |  
|Gain on sale of assets                           |  |        |         |   |            |   | (181    | )              |  |              |       |  |       |        |   |  |   | (181    | )
|Special charges                                  |  |        |         |   |            |   | 10,932  |                |  |              |       |  |       |        |   |  |   | 10,932  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Operating income                                 |  |        | 216      |   |            |   | 148,359 |                |  |              | 2,797  |  |       | (282    | ) |  |   | 151,090 |  
|Net interest expense                             |  |        | 17,059   |   |            |   | 10,659  |                |  |              | 83     |  |       | (13,391 | ) |  |   | 14,410  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (16,843  | ) |            |   | 137,700 |                |  |              | 2,714  |  |       | 13,109  |   |  |   | 136,680 |  
|(Benefit from) provision for income taxes        |  |        | (1,278   | ) |            |   | 52,917  |                |  |              | 701    |  |       | (110    | ) |  |   | 52,230  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income from operations                    |  |        | (15,565  | ) |            |   | 84,783  |                |  |              | 2,013  |  |       | 13,219  |   |  |   | 84,450  |  
|Equity (earnings) loss in subsidiary, net of tax |  |        | (100,015 | ) |            |   | (2,013  | )              |  |              |       |  |       | 102,028 |   |  |   |        |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Net income                                       |  | $      | 84,450   |   |            | $ | 86,796  |                |  | $            | 2,013  |  | $     | (88,809 | ) |  | $ | 84,450  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  



28



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Six months ended July 3, 2010



|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | -------
|In thousands                                     |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total
|Net sales                                        |  | $      |         |   |            | $ | 760,536 |                |  | $ | 29,228       |   |  | $     | (24,662  | ) |  | $ | 765,102
|Cost of products sold                            |  |        |         |   |            |   | 337,273 |                |  |   | 17,822       |   |  |       | (24,576  | ) |  |   | 330,519
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|Gross profit                                     |  |        |         |   |            |   | 423,263 |                |  |   | 11,406       |   |  |       | (86      | ) |  |   | 434,583
|Selling and administrative expenses              |  |        | (207     | ) |            |   | 241,111 |                |  |   | 8,035        |   |  |       |         |   |  |   | 248,939
|Loss on sale of assets                           |  |        |         |   |            |   | 506     |                |  |   |             |   |  |       |         |   |  |   | 506    
|Special charges                                  |  |        |         |   |            |   | 2,388   |                |  |   |             |   |  |       |         |   |  |   | 2,388  
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|Operating income                                 |  |        | 207      |   |            |   | 179,258 |                |  |   | 3,371        |   |  |       | (86      | ) |  |   | 182,750
|Net interest expense                             |  |        | 25,769   |   |            |   | 24,601  |                |  |   | (38          | ) |  |       | (23,029  | ) |  |   | 27,303 
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|(Loss) income before income taxes                |  |        | (25,562  | ) |            |   | 154,657 |                |  |   | 3,409        |   |  |       | 22,943   |   |  |   | 155,447
|(Benefit from) provision for income taxes        |  |        | (171     | ) |            |   | 57,652  |                |  |   | 364          |   |  |       | (33      | ) |  |   | 57,812 
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|(Loss) income from operations                    |  |        | (25,391  | ) |            |   | 97,005  |                |  |   | 3,045        |   |  |       | 22,976   |   |  |   | 97,635 
|Equity (earnings) loss in subsidiary, net of tax |  |        | (123,026 | ) |            |   | (3,045  | )              |  |   |             |   |  |       | 126,071  |   |  |   |       
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        
|Net income                                       |  | $      | 97,635   |   |            | $ | 100,050 |                |  | $ | 3,045        |   |  | $     | (103,095 | ) |  | $ | 97,635 
|                                                 |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |        

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)

Six months ended July 4, 2009



|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                     |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |        
|Net sales                                        |  | $      |         |   |            | $ | 750,370 |                |  | $            | 24,546 |  | $     | (10,544 | ) |  | $ | 764,372 |  
|Cost of products sold                            |  |        |         |   |            |   | 329,305 |                |  |              | 15,168 |  |       | (10,202 | ) |  |   | 334,271 |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        |         |   |            |   | 421,065 |                |  |              | 9,378  |  |       | (342    | ) |  |   | 430,101 |  
|Selling and administrative expenses              |  |        | (245     | ) |            |   | 238,896 |                |  |              | 6,403  |  |       |        |   |  |   | 245,054 |  
|Gain on sale of assets                           |  |        |         |   |            |   | (230    | )              |  |              |       |  |       |        |   |  |   | (230    | )
|Special charges                                  |  |        |         |   |            |   | 12,421  |                |  |              |       |  |       |        |   |  |   | 12,421  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Operating income                                 |  |        | 245      |   |            |   | 169,978 |                |  |              | 2,975  |  |       | (342    | ) |  |   | 172,856 |  
|Net interest expense                             |  |        | 33,380   |   |            |   | 21,151  |                |  |              | 128    |  |       | (26,103 | ) |  |   | 28,556  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (33,135  | ) |            |   | 148,827 |                |  |              | 2,847  |  |       | 25,761  |   |  |   | 144,300 |  
|(Benefit from) provision for income taxes        |  |        | (552     | ) |            |   | 55,661  |                |  |              | 750    |  |       | (133    | ) |  |   | 55,726  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income from operations                    |  |        | (32,583  | ) |            |   | 93,166  |                |  |              | 2,097  |  |       | 25,894  |   |  |   | 88,574  |  
|Equity (earnings) loss in subsidiary, net of tax |  |        | (121,157 | ) |            |   | (2,097  | )              |  |              |       |  |       | 123,254 |   |  |   |        |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Net income                                       |  | $      | 88,574   |   |            | $ | 95,263  |                |  | $            | 2,097  |  | $     | (97,360 | ) |  | $ | 88,574  |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  



29



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##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

July 3, 2010



|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|---------------------------------------------------------- |  | ------ | --------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                               |  | Visant |           |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                                     |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                                  |  | $      | 7,749     |   |            | $ | (439      | )              |  | $ | 7,925        |   |  | $     |           |   |  | $ | 15,235   
|Accounts receivable, net                                   |  |        | 1,491     |   |            |   | 132,533   |                |  |   | 8,022        |   |  |       |           |   |  |   | 142,046  
|Inventories, net                                           |  |        |          |   |            |   | 72,862    |                |  |   | 3,539        |   |  |       | (208       | ) |  |   | 76,193   
|Salespersons overdrafts, net                               |  |        |          |   |            |   | 15,773    |                |  |   | 649          |   |  |       |           |   |  |   | 16,422   
|Prepaid expenses and other current assets                  |  |        | 1,137     |   |            |   | 12,085    |                |  |   | 490          |   |  |       |           |   |  |   | 13,712   
|Intercompany receivable                                    |  |        | 10,731    |   |            |   | 4,639     |                |  |   |             |   |  |       | (15,370    | ) |  |   |         
|Deferred income taxes                                      |  |        | (318      | ) |            |   | 14,929    |                |  |   | 63           |   |  |       |           |   |  |   | 14,674   
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                                       |  |        | 20,790    |   |            |   | 252,382   |                |  |   | 20,688       |   |  |       | (15,578    | ) |  |   | 278,282  
|Property, plant and equipment, net                         |  |        | 414       |   |            |   | 211,170   |                |  |   | 781          |   |  |       |           |   |  |   | 212,365  
|Goodwill                                                   |  |        |          |   |            |   | 983,905   |                |  |   | 24,377       |   |  |       |           |   |  |   | 1,008,282
|Intangibles, net                                           |  |        |          |   |            |   | 519,529   |                |  |   | 10,497       |   |  |       |           |   |  |   | 530,026  
|Deferred financing costs, net                              |  |        | 9,834     |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 9,834    
|Deferred income taxes                                      |  |        |          |   |            |   |          |                |  |   | 2,498        |   |  |       |           |   |  |   | 2,498    
|Intercompany receivable                                    |  |        | 1,113,928 |   |            |   | 491,406   |                |  |   | 46,596       |   |  |       | (1,651,930 | ) |  |   |         
|Other assets                                               |  |        | 1,272     |   |            |   | 16,324    |                |  |   | 227          |   |  |       |           |   |  |   | 17,823   
|Investment in subsidiaries                                 |  |        | 852,354   |   |            |   | 86,617    |                |  |   |             |   |  |       | (938,971   | ) |  |   |         
|Prepaid pension costs                                      |  |        |          |   |            |   | 4,855     |                |  |   |             |   |  |       |           |   |  |   | 4,855    
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                                           |  | $      | 1,998,592 |   |            | $ | 2,566,188 |                |  | $ | 105,664      |   |  | $     | (2,606,479 | ) |  | $ | 2,063,965
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                       |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Accounts payable                                           |  | $      | 4,106     |   |            | $ | 33,561    |                |  | $ | 4,228        |   |  | $     | (56        | ) |  | $ | 41,839   
|Accrued employee compensation                              |  |        | 6,420     |   |            |   | 22,038    |                |  |   | 1,804        |   |  |       |           |   |  |   | 30,262   
|Customer deposits                                          |  |        |          |   |            |   | 64,382    |                |  |   | 6,314        |   |  |       |           |   |  |   | 70,696   
|Commissions payable                                        |  |        |          |   |            |   | 39,991    |                |  |   | 446          |   |  |       |           |   |  |   | 40,437   
|Income taxes (receivable) payable                          |  |        | (19,561   | ) |            |   | 60,157    |                |  |   | 1,706        |   |  |       | (80        | ) |  |   | 42,222   
|Interest payable                                           |  |        | 10,454    |   |            |   | 40        |                |  |   | 4            |   |  |       |           |   |  |   | 10,498   
|Current portion of long-term debt and capital leases       |  |        | 12        |   |            |   | 3,309     |                |  |   | 7            |   |  |       |           |   |  |   | 3,328    
|Intercompany payable                                       |  |        |          |   |            |   | 15,020    |                |  |   | 294          |   |  |       | (15,314    | ) |  |   |         
|Other accrued liabilities                                  |  |        | 88        |   |            |   | 26,225    |                |  |   | 351          |   |  |       |           |   |  |   | 26,664   
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                                  |  |        | 1,519     |   |            |   | 264,723   |                |  |   | 15,154       |   |  |       | (15,450    | ) |  |   | 265,946  
|Long-term debt and capital leases, less current maturities |  |        | 816,520   |   |            |   | 12,908    |                |  |   | 10           |   |  |       |           |   |  |   | 829,438  
|Intercompany payable                                       |  |        | 482,817   |   |            |   | 1,166,315 |                |  |   | 2,926        |   |  |       | (1,652,058 | ) |  |   |         
|Deferred income taxes                                      |  |        | (11,751   | ) |            |   | 193,769   |                |  |   | (52          | ) |  |       |           |   |  |   | 181,966  
|Pension liabilities, net                                   |  |        | (273      | ) |            |   | 53,539    |                |  |   |             |   |  |       |           |   |  |   | 53,266   
|Other noncurrent liabilities                               |  |        | 23,888    |   |            |   | 22,580    |                |  |   | 1,009        |   |  |       |           |   |  |   | 47,477   
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                                          |  |        | 1,312,720 |   |            |   | 1,713,834 |                |  |   | 19,047       |   |  |       | (1,667,508 | ) |  |   | 1,378,093
|Stockholders equity                                       |  |        | 685,872   |   |            |   | 852,354   |                |  |   | 86,617       |   |  |       | (938,971   | ) |  |   | 685,872  
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                                           |  | $      | 1,998,592 |   |            | $ | 2,566,188 |                |  | $ | 105,664      |   |  | $     | (2,606,479 | ) |  | $ | 2,063,965
|                                                           |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          



30



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##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

January 2, 2010



|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|----------------------------------------------------------- |  | ------ | --------- | - | ---------- | - | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                                |  | Visant |           |   | Guarantors |   | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                                      |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                                   |  | $      | 98,340    |   |            | $ | 3,825          |  | $ | 10,928       |   |  | $     |           |   |  | $ | 113,093  
|Accounts receivable, net                                    |  |        | 1,611     |   |            |   | 105,819        |  |   | 5,844        |   |  |       |           |   |  |   | 113,274  
|Inventories, net                                            |  |        |          |   |            |   | 100,879        |  |   | 1,992        |   |  |       | (122       | ) |  |   | 102,749  
|Salespersons overdrafts, net                                |  |        |          |   |            |   | 27,551         |  |   | 967          |   |  |       |           |   |  |   | 28,518   
|Prepaid expenses and other current assets                   |  |        | 1,914     |   |            |   | 16,025         |  |   | 303          |   |  |       |           |   |  |   | 18,242   
|Intercompany receivable                                     |  |        | 647       |   |            |   | 12,207         |  |   |             |   |  |       | (12,854    | ) |  |   |         
|Deferred income taxes                                       |  |        | (440      | ) |            |   | 14,908         |  |   | 53           |   |  |       |           |   |  |   | 14,521   
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                                        |  |        | 102,072   |   |            |   | 281,214        |  |   | 20,087       |   |  |       | (12,976    | ) |  |   | 390,397  
|Property, plant and equipment, net                          |  |        | 499       |   |            |   | 210,278        |  |   | 55           |   |  |       |           |   |  |   | 210,832  
|Goodwill                                                    |  |        |          |   |            |   | 982,212        |  |   | 22,105       |   |  |       |           |   |  |   | 1,004,317
|Intangibles, net                                            |  |        |          |   |            |   | 541,366        |  |   | 9,264        |   |  |       |           |   |  |   | 550,630  
|Deferred financing costs, net                               |  |        | 12,484    |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 12,484   
|Intercompany receivable                                     |  |        | 1,053,724 |   |            |   | 375,902        |  |   | 48,497       |   |  |       | (1,478,123 | ) |  |   |         
|Other assets                                                |  |        | 1,496     |   |            |   | 12,158         |  |   | 78           |   |  |       |           |   |  |   | 13,732   
|Investment in subsidiaries                                  |  |        | 752,596   |   |            |   | 84,461         |  |   |             |   |  |       | (837,057   | ) |  |   |         
|Prepaid pension costs                                       |  |        |          |   |            |   | 4,855          |  |   |             |   |  |       |           |   |  |   | 4,855    
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|                                                            |  | $      | 1,922,871 |   |            | $ | 2,492,446      |  | $ | 100,086      |   |  | $     | (2,328,156 | ) |  | $ | 2,187,247
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Short-term borrowings                                       |  | $      |          |   |            | $ | 196            |  | $ |             |   |  | $     |           |   |  | $ | 196      
|Accounts payable                                            |  |        | 2,410     |   |            |   | 43,027         |  |   | 2,580        |   |  |       |           |   |  |   | 48,017   
|Accrued employee compensation and related taxes             |  |        | 8,351     |   |            |   | 32,183         |  |   | 2,021        |   |  |       |           |   |  |   | 42,555   
|Customer deposits                                           |  |        |          |   |            |   | 175,633        |  |   | 8,342        |   |  |       |           |   |  |   | 183,975  
|Commissions payable                                         |  |        |          |   |            |   | 21,204         |  |   | 752          |   |  |       |           |   |  |   | 21,956   
|Income taxes (receivable) payable                           |  |        | (1,211    | ) |            |   | 1,271          |  |   | 1,630        |   |  |       | (47        | ) |  |   | 1,643    
|Interest payable                                            |  |        | 10,292    |   |            |   | 166            |  |   |             |   |  |       |           |   |  |   | 10,458   
|Current portion of long-term debt and capital leases        |  |        | 6         |   |            |   | 1,849          |  |   | 7            |   |  |       |           |   |  |   | 1,862    
|Intercompany payable (receivable)                           |  |        | 4,983     |   |            |   | 7,965          |  |   | (93          | ) |  |       | (12,855    | ) |  |   |         
|Other accrued liabilities                                   |  |        | 152       |   |            |   | 28,748         |  |   | 571          |   |  |       |           |   |  |   | 29,471   
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                                   |  |        | 24,983    |   |            |   | 312,242        |  |   | 15,810       |   |  |       | (12,902    | ) |  |   | 340,133  
|Long-term debt and capital leases - less current maturities |  |        | 816,510   |   |            |   | 7,908          |  |   | 13           |   |  |       |           |   |  |   | 824,431  
|Intercompany payable                                        |  |        | 328,785   |   |            |   | 1,149,412      |  |   |             |   |  |       | (1,478,197 | ) |  |   |         
|Deferred income taxes                                       |  |        | (10,048   | ) |            |   | 198,281        |  |   | (198         | ) |  |       |           |   |  |   | 188,035  
|Pension liabilities, net                                    |  |        | 675       |   |            |   | 55,080         |  |   |             |   |  |       |           |   |  |   | 55,755   
|Other noncurrent liabilities                                |  |        | 22,164    |   |            |   | 16,927         |  |   |             |   |  |       |           |   |  |   | 39,091   
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                                           |  |        | 1,183,069 |   |            |   | 1,739,850      |  |   | 15,625       |   |  |       | (1,491,099 | ) |  |   | 1,447,445
|Stockholders equity                                        |  |        | 739,802   |   |            |   | 752,596        |  |   | 84,461       |   |  |       | (837,057   | ) |  |   | 739,802  
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|                                                            |  | $      | 1,922,871 |   |            | $ | 2,492,446      |  | $ | 100,086      |   |  | $     | (2,328,156 | ) |  | $ | 2,187,247
|                                                            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          



31



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Six months ended July 3, 2010



|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |         
|Net income                                                   |  | $      | 97,635   |   |            | $ | 100,050 |                |  | $ | 3,045        |   |  | $     | (103,095 | ) |  |   | 97,635   |  
|Other cash (used in) provided by operating activities        |  |        | (120,258 | ) |            |   | 12,725  |                |  |   | (4,770       | ) |  |       | 103,094  |   |  |   | (9,209   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash (used in) provided by operating activities          |  |        | (22,623  | ) |            |   | 112,775 |                |  |   | (1,725       | ) |  |       | (1       | ) |  |   | 88,426   |  
|Purchases of property, plant and equipment                   |  |        |         |   |            |   | (31,527 | )              |  |   |             |   |  |       |         |   |  |   | (31,527  | )
|Additions to intangibles                                     |  |        |         |   |            |   | (317    | )              |  |   |             |   |  |       |         |   |  |   | (317     | )
|Proceeds from sale of property and equipment                 |  |        |         |   |            |   | 256     |                |  |   |             |   |  |       |         |   |  |   | 256      |  
|Acquisition of business, net of cash acquired                |  |        |         |   |            |   | (9,103  | )              |  |   |             |   |  |       |         |   |  |   | (9,103   | )
|Other investing activities, net                              |  |        |         |   |            |   | 8       |                |  |   |             |   |  |       |         |   |  |   | 8        |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash used in investing activities                        |  |        |         |   |            |   | (40,683 | )              |  |   |             |   |  |       |         |   |  |   | (40,683  | )
|Short-term borrowings                                        |  |        | 138,800  |   |            |   |        |                |  |   |             |   |  |       |         |   |  |   | 138,800  |  
|Short-term repayments                                        |  |        | (138,800 | ) |            |   |        |                |  |   |             |   |  |       |         |   |  |   | (138,800 | )
|Principal payments on long-term debt                         |  |        | (4       | ) |            |   | (1,171  | )              |  |   | (554         | ) |  |       |         |   |  |   | (1,729   | )
|Proceeds from issuance of long-term debt                     |  |        |         |   |            |   | 7,236   |                |  |   |             |   |  |       |         |   |  |   | 7,236    |  
|Intercompany payable (receivable)                            |  |        | 82,420   |   |            |   | (82,421 | )              |  |   |             |   |  |       | 1        |   |  |   |         |  
|Distribution to stockholder                                  |  |        | (150,384 | ) |            |   |        |                |  |   |             |   |  |       |         |   |  |   | (150,384 | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash used in financing activities                        |  |        | (67,968  | ) |            |   | (76,356 | )              |  |   | (554         | ) |  |       | 1        |   |  |   | (144,877 | )
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   |        |                |  |   | (724         | ) |  |       |         |   |  |   | (724     | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Decrease in cash and cash equivalents                        |  |        | (90,591  | ) |            |   | (4,264  | )              |  |   | (3,003       | ) |  |       |         |   |  |   | (97,858  | )
|Cash and cash equivalents, beginning of period               |  |        | 98,340   |   |            |   | 3,825   |                |  |   | 10,928       |   |  |       |         |   |  |   | 113,093  |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 7,749    |   |            | $ | (439    | )              |  | $ | 7,925        |   |  | $     |         |   |  | $ | 15,235   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Six months ended July 4, 2009



|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | -------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |          | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net income                                                   |  | $      | 88,574   |   |            | $ | 95,263   |                |  | $ | 2,097        |   |  | $     | (97,360 | ) |  |   | 88,574   |  
|Other cash (used in) provided by operating activities        |  |        | (121,866 | ) |            |   | 57,282   |                |  |   | (2,989       | ) |  |       | 100,715 |   |  |   | 33,142   |  
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash (used in) provided by operating activities          |  |        | (33,292  | ) |            |   | 152,545  |                |  |   | (892         | ) |  |       | 3,355   |   |  |   | 121,716  |  
|Purchases of property, plant and equipment                   |  |        |         |   |            |   | (22,932  | )              |  |   |             |   |  |       |        |   |  |   | (22,932  | )
|Additions to intangibles                                     |  |        |         |   |            |   | (47      | )              |  |   | (2           | ) |  |       |        |   |  |   | (49      | )
|Proceeds from sale of property and equipment                 |  |        |         |   |            |   | 290      |                |  |   |             |   |  |       |        |   |  |   | 290      |  
|Acquisition of business, net of cash acquired                |  |        | 1,432    |   |            |   |         |                |  |   |             |   |  |       |        |   |  |   | 1,432    |  
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |        | 1,432    |   |            |   | (22,689  | )              |  |   | (2           | ) |  |       |        |   |  |   | (21,259  | )
|Short-term repayments                                        |  |        | (137,000 | ) |            |   |         |                |  |   |             |   |  |       |        |   |  |   | (137,000 | )
|Intercompany payable (receivable)                            |  |        | 134,307  |   |            |   | (130,952 | )              |  |   |             |   |  |       | (3,355  | ) |  |   |         |  
|Distribution to stockholder                                  |  |        | (15,981  | ) |            |   |         |                |  |   |             |   |  |       |        |   |  |   | (15,981  | )
|Debt financing costs                                         |  |        | (2,532   | ) |            |   | (44      | )              |  |   | (43          | ) |  |       |        |   |  |   | (2,619   | )
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash used in financing activities                        |  |        | (21,206  | ) |            |   | (130,996 | )              |  |   | (43          | ) |  |       | (3,355  | ) |  |   | (155,600 | )
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   |         |                |  |   | (779         | ) |  |       |        |   |  |   | (779     | )
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|Decrease in cash and cash equivalents                        |  |        | (53,066  | ) |            |   | (1,140   | )              |  |   | (1,716       | ) |  |       |        |   |  |   | (55,922  | )
|Cash and cash equivalents, beginning of period               |  |        | 102,517  |   |            |   | 6,499    |                |  |   | 8,585        |   |  |       |        |   |  |   | 117,601  |  
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 49,451   |   |            | $ | 5,359    |                |  | $ | 6,869        |   |  | $     |        |   |  | $ | 61,679   |  
|                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |         |   |  |   |          |  



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|19. | Subsequent Events
|--- | -----------------

On
July 13, 2010, Rock Creek purchased certain assets of Daden Group, Inc. (a producer of varsity jackets). The results of the acquired operations will be reported as part of the Scholastic segment from the date of the acquisition. This
acquisition is not considered material to the Companys results of operations, financial position or cash flows.



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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 stock compensation expense, interest expense 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 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, Part II, Item 1A. Risk Factors, 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 and our ability to service the indebtedness;
| | - |  | -------------------------------------------------------------------------



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



| |  |  | global market and economic conditions;
| | - |  | --------------------------------------



| |  |  | levels of customers advertising and marketing spending, including as may be impacted by economic factors and general market conditions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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



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



| |  |  | developments in technology and related changes in consumer behavior;
| | - |  | --------------------------------------------------------------------



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



| |  |  | actions taken by the U.S. postal service and changes in postal regulation and their effect on our marketing services business, including as such
changes may impact competition for our sampling systems;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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



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



| |  |  | adverse outcome of pending or threatened litigation;
| | - |  | ----------------------------------------------------



| |  |  | the enforcement of intellectual property rights;
| | - |  | ------------------------------------------------



| |  |  | the impact of changes in applicable law and regulations;
| | - |  | --------------------------------------------------------



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



| |  |  | control by our stockholders.
| | - |  | ----------------------------

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 and trade publishing segments. We were formed through the October 2004 consolidation (the Transactions) of Jostens, Von Hoffmann Holdings Inc. and its subsidiaries (Von Hoffmann) and AKI, Inc.
and its subsidiaries (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 a number of factors, including general economic conditions, seasonality, cost of raw materials, school population trends, product quality, service and price. Holdings (formerly known as Jostens Holding Corp.) and Visant (formerly known
as Jostens IH Corp.) were each originally incorporated in Delaware in 2003.

Our business has expanded through acquisitions
recently completed to complement the awards and team jackets business and the jewelry business in our Scholastic segment, including the acquisition of certain assets of Rennoc Corporation (Rennoc) (a producer of varsity jackets) in July
2009 and the acquisition of the stock of Rock Creek Athletics, Inc. (Rock Creek) (a producer of varsity jackets) in February 2010. On April 21, 2010 we announced that we had acquired approximately 96 percent of the issued and
outstanding shares of the common shares of Intergold Ltd. (Ltd.) (a custom jewelry manufacturer) in connection with a cash offer to acquire all of the issued and outstanding common shares to complement the jewelry business in our
Scholastic segment. We subsequently exercised our right to acquire the remaining common shares. The results of the acquired Rennoc, Rock Creek and Intergold operations are reported as part of the Scholastic segment from the respective date of
acquisition. We acquired Phoenix Color (a leading book component manufacturer) in 2008 as part of our Marketing and Publishing Services segment.

Our three reportable segments as of July 3, 2010 consisted of:



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



| |  |  | Memory Book provides services in conjunction with 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  provides services in conjunction with the development, marketing, sale and production of multi-sensory
and interactive advertising sampling systems, primarily for the fragrance, cosmetics and personal care segments, and provides innovative products and related services to the direct marketing sector. The group also produces book components primarily
for the educational and trade publishing segments.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We experience seasonal fluctuations in our net sales and cash flow from operations, 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 our seasonality in net sales. Our cash flow from operations is concentrated in the fourth quarter, primarily driven by the receipt of customer deposits in our Scholastic and Memory Book segments. 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 significant sales during our third and fourth quarters. These seasonal variations in net sales
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 capital and manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

The continued uncertainty in market conditions and excess capacity that exists in the print and related services industry, as well as the
variety of other advertising media with which we compete, have amplified competitive and pricing pressures, which we anticipate will continue for the foreseeable future. In addition, we have continued to see the impact of restrictions on school
budgets affect spending at the state and local levels resulting in reduced spending in our Memory Book, Scholastic and elementary/high school publishing services products and services.

We seek to distinguish ourselves based on our capabilities, innovative service offerings to our customers, quality and organizational and
financial strength. We continue to expand and improve our product and service offerings, including to address changes in technology, consumer behavior and user preferences.

We continue to implement efforts to reduce costs and drive operating efficiencies, including through the restructuring and integration of
our operations and rationalization of sales, administrative and support functions. We expect to initiate additional efforts focused on cost reduction and containment to address uncertain and continuing challenging marketplace conditions as well as
competitive and pricing pressures demanding innovation and a lower cost structure.

For additional financial and other
information about our operating segments, see Note 16, Business Segments, to our condensed consolidated financial statements included elsewhere herein.

Company Background

On
October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR) and affiliates of DLJ Merchant Banking Partners III, L.P. (DLJMBP III) completed the Transactions, which created a marketing and
publishing services enterprise through the consolidation of Jostens, Von Hoffmann and Arcade.

Prior to the Transactions, Von
Hoffmann and Arcade were each controlled by affiliates of DLJMBP II, and 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 Holdings economic interest, 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. Approximately $175.6 million of the proceeds were
distributed to certain stockholders, and certain treasury stock held by Von Hoffmann was redeemed. As of August 9, 2010, affiliates of KKR and DLJMBP III held approximately 49.2% and 41.0%, respectively, of Holdings voting interest, while
each continued to hold approximately 44.7% of Holdings economic interest. As of August 9, 2010, the other co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdings, and members of management
held approximately 1.4% of the voting interest and approximately 1.5% of the economic interest of Holdings.

The Transactions
were accounted for as a combination of interests under common control.

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 relate 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.



36



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##### Table of Contents

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 January 2, 2010.

Recently Adopted Accounting
Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued guidance which
expanded the required disclosures about fair value measurements. This guidance requires (1) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such
transfers, (2) information about purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (3) fair value measurement disclosures for each class of assets and
liabilities and (4) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3. This guidance
is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning
after December 15, 2010. The Companys adoption of this guidance did not have a material impact on its financial statements.

In February 2010, the FASB issued guidance related to events that occur after the balance sheet date but before financial statements are
issued or are available to be issued. This guidance amends existing standards to address potential conflicts with SEC guidance and refines the scope of the reissuance disclosure requirements to include revised financial statements only. Under this
guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated. The Companys adoption of this guidance did not have a material impact on its financial statements.

RESULTS OF OPERATIONS

Three Months
Ended July 3, 2010 Compared to the Three Months Ended July 4, 2009

The following table sets forth selected
information derived from Holdings condensed consolidated statements of operations for the three-month periods ended July 3, 2010 and July 4, 2009.



|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   
|--------------------------------------- |  | ------------------ | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                                        |  | Three months ended |         |   |             |   |         |          | 
|In thousands                            |  | July 3,2010        |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                               |  | $                  | 499,073 |   |             | $ | 498,829 |          |  | $ | 244      |   |  | 0.0  | % 
|Cost of products sold                   |  |                    | 201,708 |   |             |   | 206,492 |          |  |   | (4,784   | ) |  | (2.3 | %)
|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   
|Gross profit                            |  |                    | 297,365 |   |             |   | 292,337 |          |  |   | 5,028    |   |  | 1.7  | % 
|% of net sales                          |  |                    | 59.6    | % |             |   | 58.6    | %        |  |   |          |   |  |      |   
|                                        |  |                    |         |  
|Selling and administrative expenses     |  |                    | 137,535 |   |             |   | 130,791 |          |  |   | 6,744    |   |  | 5.2  | % 
|% of net sales                          |  |                    | 27.6    | % |             |   | 26.2    | %        |  |   |          |   |  |      |   
|                                        |  |                    |         |  
|Loss (gain) on disposal of fixed assets |  |                    | 577     |   |             |   | (181    | )        |  |   | 758      |   |  | NM   |   
|Special charges                         |  |                    | 922     |   |             |   | 10,932  |          |  |   | (10,010  | ) |  | NM   |   
|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   
|Operating income                        |  |                    | 158,331 |   |             |   | 150,795 |          |  |   | 7,536    |   |  | 5.0  | % 
|% of net sales                          |  |                    | 31.7    | % |             |   | 30.2    | %        |  |   |          |   |  |      |   
|                                        |  |                    |         |  
|Interest expense, net                   |  |                    | 28,259  |   |             |   | 28,885  |          |  |   | (626     | ) |  | (2.2 | %)
|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   
|Income before income taxes              |  |                    | 130,072 |   |             |   | 121,910 |          |  |   | 8,162    |   |  |      |   
|Provision for income taxes              |  |                    | 48,353  |   |             |   | 47,294  |          |  |   | 1,059    |   |  | 2.2  | % 
|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   
|Net income                              |  | $                  | 81,719  |   |             | $ | 74,616  |          |  | $ | 7,103    |   |  | 9.5  | % 
|                                        |  |                    |         |   |             |   |         |          |  |   |          |   |  |      |   

NM=Not meaningful



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##### Table of Contents

The following table sets forth selected segment information derived from Holdings
condensed consolidated statements of operations for the three-month periods ended July 3, 2010 and July 4, 2009. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed
consolidated financial statements.



|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ------------------ | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Three months ended |         |   |             |   |         |          | 
|In thousands                      |  | July 3,2010        |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 131,688 |   |             | $ | 127,595 |          |  | $ | 4,093    |   |  | 3.2   | % 
|Memory Book                       |  |                    | 276,900 |   |             |   | 283,267 |          |  |   | (6,367   | ) |  | (2.2  | %)
|Marketing and Publishing Services |  |                    | 90,486  |   |             |   | 87,981  |          |  |   | 2,505    |   |  | 2.8   | % 
|Inter-segment eliminations        |  |                    | (1      | ) |             |   | (14     | )        |  |   | 13       |   |  | NM    |   
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Net sales                         |  | $                  | 499,073 |   |             | $ | 498,829 |          |  | $ | 244      |   |  | 0.0   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  |                    |         |  
|Operating income                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 14,829  |   |             | $ | 22,158  |          |  | $ | (7,329   | ) |  | (33.1 | %)
|Memory Book                       |  |                    | 130,461 |   |             |   | 123,368 |          |  |   | 7,093    |   |  | 5.7   | % 
|Marketing and Publishing Services |  |                    | 13,041  |   |             |   | 5,269   |          |  |   | 7,772    |   |  | 147.5 | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  | $                  | 158,331 |   |             | $ | 150,795 |          |  | $ | 7,536    |   |  | 5.0   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  |                    |         |  
|Depreciation and amortization     |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 6,793   |   |             | $ | 6,401   |          |  | $ | 392      |   |  | 6.1   | % 
|Memory Book                       |  |                    | 10,691  |   |             |   | 10,511  |          |  |   | 180      |   |  | 1.7   | % 
|Marketing and Publishing Services |  |                    | 8,108   |   |             |   | 8,649   |          |  |   | (541     | ) |  | (6.3  | %)
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   
|Depreciation and amortization     |  | $                  | 25,592  |   |             | $ | 25,561  |          |  | $ | 31       |   |  | 0.1   | % 
|                                  |  |                    |         |   |             |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful

Net Sales.Consolidated net sales increased $0.3 million, or less than 1%, to $499.1 million for the three months ended
July 3, 2010 compared to $498.8 million for the 2009 second fiscal quarter. Included in consolidated net sales for the second fiscal quarter of 2010 were approximately $2.6 million of incremental sales from acquisitions. Excluding the impact of
these acquisitions, consolidated net sales decreased $2.3 million for the three months ended July 3, 2010 compared to the prior year comparable period, a decline of less than 1%.

Net sales of the Scholastic segment increased $4.1 million, or 3.2%, to $131.7 million for the second fiscal quarter of 2010 from $127.6
million for the second fiscal quarter of 2009. The increase was primarily attributable to higher prices and volume in our jewelry products and the incremental impact from acquisitions completed during 2009 and 2010. The increase was offset somewhat
by lower volume in our other scholastic products.

Net sales of the Memory Book segment decreased $6.3 million, or 2.2%, to
$276.9 million for the second fiscal quarter of 2010 compared to $283.2 million for the second fiscal quarter of 2009, primarily due to lower volume of memory books.

Net sales of the Marketing and Publishing Services segment increased $2.5 million, or 2.8%, to $90.5 million for the second fiscal
quarter of 2010 from $88.0 million for the second fiscal quarter of 2009. This increase was primarily attributable to higher volume in our sampling operations offset somewhat by lower volume in our direct marketing operations.

Gross Profit. Consolidated gross profit increased $5.1 million, or 1.7%, to $297.4 million for the three months ended July 3,
2010 from $292.3 million for the three-month period ended July 4, 2009. As a percentage of net sales, gross profit margin increased to 59.6% for the three months ended July 3, 2010 from 58.6% for the comparative period in 2009. This
increase in gross profit margin was due to the impact of operational cost reductions.

Selling and Administrative
Expenses. Selling and administrative expenses increased $6.7 million, or 5.2%, to $137.5 million for the three months ended July 3, 2010 from $130.8 million for the corresponding period in 2009. This increase was



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mainly due to increased stock compensation expense and costs associated with the defense and resolution of certain legal proceedings. Excluding the impact of stock compensation expense and costs
related to legal proceedings, selling and administrative expenses decreased $3.1 million to 25.4% as a percentage of net sales for the second fiscal quarter of 2010 compared to 26.0% for the comparative period in 2009. This decrease was primarily
attributable to lower overall commissions in our Memory Book segment offset somewhat by $1.3 million of incremental costs incurred related to investments in new growth initiatives in our Jostens business.

Special Charges. During the three months ended July 3, 2010, the Company recorded $0.9 million of restructuring costs. The
Memory Book and Scholastic segments incurred $0.4 million and $0.2 million, respectively, of severance and related benefits for headcount reductions associated with cost reduction initiatives. The Marketing and Publishing Services segments incurred
$0.3 million of severance and related benefits associated with reductions in force. The associated employee headcount reductions related to the above actions were eight, seven and five in the Memory Book, Scholastic and Marketing and Publishing
Services segments, respectively.

During the three months ended July 4, 2009, the Company recorded $6.5 million of
restructuring costs and $4.4 million of other special charges. The Memory Book segment incurred $3.8 million of restructuring costs for severance and related benefits primarily associated with the closure of the Winston-Salem, North Carolina
facility and certain other reductions in force. The Marketing and Publishing Services segment incurred $1.8 million of restructuring costs for severance and related benefits associated with the closure of the Baltimore, Maryland facility, $0.2
million of other shutdown related costs and $0.6 million of other severance and related benefits. The Scholastic segment incurred $0.1 million of severance and related benefits. Other special charges for the three months ended July 4, 2009
included $0.5 million of non-cash asset impairment charges in our Scholastic segment related to the closure of Jostens Attleboro, Massachusetts facility and $2.5 million of non-cash facility related asset impairment charges related to facility
consolidation activity in our Memory Book segment. Also included in other special charges for the Marketing and Publishing Services segment was $1.4 million of non-cash asset impairment charges related to facility consolidation activity.

Operating Income.As a result of the foregoing, consolidated operating income increased $7.5 million to $158.3 million for the
three months ended July 3, 2010 compared to $150.8 million for the comparable period in 2009. As a percentage of net sales, operating income increased to 31.7% for the second fiscal quarter of 2010 from 30.2% for the same period in 2009.

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



|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------- | - | ------ | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Three months ended |        |   |             |   |        |          | 
|In thousands                                                        |  | July 3,2010        |        |   | July 4,2009 |   |        | $ Change |  |   | % Change |  
|Holdings:                                                           |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                  | 13,994 |   |             | $ | 13,992 |          |  | $ | 2        |   |  | 0.0   | % 
|Amortization of debt discount, premium and deferred financing costs |  |                    | 483    |   |             |   | 483    |          |  |   |         |   |  | 0.0   | % 
|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  |                    | 14,477 |   |             |   | 14,475 |          |  |   | 2        |   |  | 0.0   | % 
|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Visant:                                                             |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  |                    | 12,465 |   |             |   | 12,600 |          |  |   | (135     | ) |  | (1.1  | %)
|Amortization of debt discount, premium and deferred financing costs |  |                    | 1,324  |   |             |   | 1,864  |          |  |   | (540     | ) |  | (29.0 | %)
|Interest income                                                     |  |                    | (7     | ) |             |   | (54    | )        |  |   | 47       |   |  | NM    |   
|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  |                    | 13,782 |   |             |   | 14,410 |          |  |   | (628     | ) |  | (4.4  | %)
|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                  | 28,259 |   |             | $ | 28,885 |          |  | $ | (626     | ) |  | (2.2  | %)
|                                                                    |  |                    |        |   |             |   |        |          |  |   |          |   |  |       |   

NM=Not meaningful

Net interest expense decreased $0.6 million, or 2.2%, to $28.3 million for the three months ended July 3, 2010 compared to $28.9
million for the comparative 2009 period, primarily due to lower average outstanding borrowings under our revolving credit facilities and lower amortization costs.



39



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Income Taxes.The Company has recorded an income tax provision for the three months
ended July 3, 2010 based on its best estimate of the consolidated effective tax rate applicable for the entire year plus tax adjustments considered a current period tax expense or benefit. The effective tax rates for the three months ended
July 3, 2010 were 37.2% and 37.3% for Holdings and Visant, respectively. For the comparable three-month period ended July 4, 2009, the effective tax rates were 38.8% and 38.2% for Holdings and Visant, respectively. The effective rates of
tax expense for the 2010 period were favorably affected by the statutory increase in the percentage used to determine the Companys domestic manufacturing deduction.

Net Income. As a result of the aforementioned items, net income increased $7.1 million to $81.7 million for the three
months ended July 3, 2010 compared to net income of $74.6 million for the three months ended July 4, 2009.

Six Months Ended
July 3, 2010 Compared to the Six Months Ended July 4, 2009

The following table sets forth selected information
derived from Holdings condensed consolidated statements of operations for the six-month periods ended July 3, 2010 and July 4, 2009.



|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   
|--------------------------------------- |  | ---------------- | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                                        |  | Six months ended |         |   |             |   |         |          | 
|In thousands                            |  | July 3,2010      |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                               |  | $                | 765,102 |   |             | $ | 764,372 |          |  | $ | 730      |   |  | 0.1  | % 
|Cost of products sold                   |  |                  | 330,519 |   |             |   | 334,271 |          |  |   | (3,752   | ) |  | (1.1 | %)
|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   
|Gross profit                            |  |                  | 434,583 |   |             |   | 430,101 |          |  |   | 4,482    |   |  | 1.0  | % 
|% of net sales                          |  |                  | 56.8    | % |             |   | 56.3    | %        |  |   |          |   |  |      |   
|                                        |  |                  |         |  
|Selling and administrative expenses     |  |                  | 254,985 |   |             |   | 245,685 |          |  |   | 9,300    |   |  | 3.8  | % 
|% of net sales                          |  |                  | 33.3    | % |             |   | 32.1    | %        |  |   |          |   |  |      |   
|                                        |  |                  |         |  
|Loss (gain) on disposal of fixed assets |  |                  | 506     |   |             |   | (230    | )        |  |   | 736      |   |  | NM   |   
|Special charges                         |  |                  | 2,388   |   |             |   | 12,421  |          |  |   | (10,033  | ) |  | NM   |   
|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   
|Operating income                        |  |                  | 176,704 |   |             |   | 172,225 |          |  |   | 4,479    |   |  | 2.6  | % 
|% of net sales                          |  |                  | 23.1    | % |             |   | 22.5    | %        |  |   |          |   |  |      |   
|                                        |  |                  |         |  
|Interest expense, net                   |  |                  | 56,255  |   |             |   | 57,649  |          |  |   | (1,394   | ) |  | (2.4 | %)
|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   
|Income before income taxes              |  |                  | 120,449 |   |             |   | 114,576 |          |  |   | 5,873    |   |  |      |   
|Provision for income taxes              |  |                  | 44,672  |   |             |   | 44,628  |          |  |   | 44       |   |  | 0.1  | % 
|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   
|Net income                              |  | $                | 75,777  |   |             | $ | 69,948  |          |  | $ | 5,829    |   |  | 8.3  | % 
|                                        |  |                  |         |   |             |   |         |          |  |   |          |   |  |      |   

NM = Not meaningful

The following table sets forth selected segment information derived from Holdings condensed consolidated statements of operations
for the six-month periods ended July 3, 2010 and July 4, 2009. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed consolidated financial statements.



40



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##### Table of Contents

|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ---------------- | ------- | - | ----------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Six months ended |         |   |             |   |         |          | 
|In thousands                      |  | July 3,2010      |         |   | July 4,2009 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 289,405 |   |             | $ | 281,754 |          |  | $ | 7,651    |   |  | 2.7   | % 
|Memory Book                       |  |                  | 283,688 |   |             |   | 291,780 |          |  |   | (8,092   | ) |  | (2.8  | %)
|Marketing and Publishing Services |  |                  | 192,028 |   |             |   | 191,111 |          |  |   | 917      |   |  | 0.5   | % 
|Inter-segment eliminations        |  |                  | (19     | ) |             |   | (273    | )        |  |   | 254      |   |  | NM    |   
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Net sales                         |  | $                | 765,102 |   |             | $ | 764,372 |          |  | $ | 730      |   |  | 0.1   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  |                  |         |  
|Operating income                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 33,254  |   |             | $ | 45,952  |          |  | $ | (12,698  | ) |  | (27.6 | %)
|Memory Book                       |  |                  | 115,833 |   |             |   | 107,832 |          |  |   | 8,001    |   |  | 7.4   | % 
|Marketing and Publishing Services |  |                  | 27,617  |   |             |   | 18,441  |          |  |   | 9,176    |   |  | 49.8  | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  | $                | 176,704 |   |             | $ | 172,225 |          |  | $ | 4,479    |   |  | 2.6   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|                                  |  |                  |         |  
|Depreciation and amortization     |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                | 15,351  |   |             | $ | 14,171  |          |  | $ | 1,180    |   |  | 8.3   | % 
|Memory Book                       |  |                  | 19,463  |   |             |   | 19,589  |          |  |   | (126     | ) |  | (0.6  | %)
|Marketing and Publishing Services |  |                  | 16,842  |   |             |   | 16,995  |          |  |   | (153     | ) |  | (0.9  | %)
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   
|Depreciation and amortization     |  | $                | 51,656  |   |             | $ | 50,755  |          |  | $ | 901      |   |  | 1.8   | % 
|                                  |  |                  |         |   |             |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful

Net Sales.Consolidated net sales increased $0.7 million, less than 1%, to $765.1 million for the six months ended July 3,
2010 compared to $764.4 million for the prior year comparable period. Included in consolidated net sales for the six-month period were approximately $4.2 million of incremental sales from acquisitions. Excluding the impact of these acquisitions,
consolidated net sales decreased $3.5 million for the six months ended July 3, 2010 compared to the prior year comparable period, a decline of less than 1%.

Net sales of the Scholastic segment for the six months ended July 3, 2010 increased by $7.6 million, or 2.7%, to $289.4 million
compared to $281.8 million for the six months ended July 4, 2009. The increase was primarily attributable to higher prices in our jewelry and other scholastic products as well as the incremental impact from acquisitions completed during 2009
and 2010. The increase was offset somewhat by lower volume in our other scholastic products.

Net sales of the Memory Book
segment were $283.7 million for the six-month period ended July 3, 2010 compared to $291.8 million for the six-month period ended July 4, 2009, a decrease of 2.8%. The decrease was primarily attributable to lower volume of memory books.

Net sales of the Marketing and Publishing Services segment increased slightly to $192.0 million for the first fiscal six
months of 2010 compared to $191.1 million during the first fiscal six months of 2009. This increase was primarily attributable to higher volume in our sampling operations offset by lower volume in our publishing services and direct marketing
operations.

Gross Profit. Consolidated gross profit increased $4.5 million, or 1.0%, to $434.6 million for the six
months ended July 3, 2010 from $430.1 million for the six-month period ended July 4, 2009. As a percentage of net sales, gross profit margin increased slightly to 56.8% for the six months ended July 3, 2010 from 56.3% for the
comparative prior year period in 2009. This increase in gross profit margin was due to the impact of cost reduction initiatives.

Selling and Administrative Expenses. Selling and administrative expenses increased $9.3 million, or 3.8%, to $255.0 million for
the six months ended July 3, 2010 from $245.7 million for the corresponding period in 2009. As a percentage of net sales, selling and administrative expenses increased to 33.3% for the six months ended July 3, 2010 from 32.1% for the
comparative period in 2009. This increase was mainly due to increased stock compensation expense and costs associated with the defense and resolution of certain legal proceedings. Excluding the impact of stock compensation expense and costs



41



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related to legal proceedings, selling and administrative expenses decreased $4.2 million to 31.4% as a percentage of net sales for the six-month period ended July 3, 2010 compared to 32.0%
for the comparative period in 2009. This decrease was primarily attributable to lower overall commissions in our Memory Book segment offset somewhat by $2.8 million of incremental costs incurred related to investments in new growth initiatives in
our Jostens business.

Special Charges.For the six-month period ended July 3, 2010 the Company recorded $2.2
million of restructuring costs and $0.1 million of other special charges. Restructuring costs for the six months ended July 3, 2010 included $1.0 million and $0.5 million related to cost reduction initiatives in our Scholastic and Memory Book
segments, respectively. Also included was $0.8 million of cost reduction initiatives and facility consolidation costs in the Marketing and Publishing Services segment. Included in these costs were approximately $0.1 million of non-cash asset
impairment charges. The associated employee headcount reductions were 58, 13 and 21 in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively.

For the six-month period ended July 4, 2009, the Company recorded $8.0 million of restructuring costs and $4.4 million of other
special charges. Restructuring charges included $0.7 million of cost reduction initiatives in the Scholastic segment and $4.2 million of severance and related benefits for associated headcount reductions in the Memory Book segment primarily in
connection with the closure of the Winston-Salem, North Carolina facility and certain other facilities. Additionally, the Marketing and Publishing Services segment incurred $1.8 million of severance and related benefits for associated headcount
reductions in connection with the closure of its Baltimore, Maryland facility, $0.2 million of restructuring costs associated with the closure of the Pennsauken, New Jersey facilities, $0.2 million of other shutdown related costs and $0.9 million of
other severance and related benefits associated with cost reduction initiatives. Other special charges included $0.5 million of non-cash asset impairment charges in our Scholastic segment related to the closure of Jostens Attleboro,
Massachusetts facility and $2.5 million of non-cash asset impairment charges in our Memory Book segment related to the announced closure of the Winston-Salem, North Carolina facility. Additionally, the Marketing and Publishing Services segment
reported $1.4 million of non-cash costs related to asset impairment charges.

Operating Income.As a result of the
foregoing, consolidated operating income increased $4.5 million to $176.7 million for the six months ended July 3, 2010 compared to $172.2 million for the comparable period in 2009. As a percentage of net sales, operating income was 23.1% and
22.5% for the six-month periods ended July 3, 2010 and July 4, 2009, respectively.

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



|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ---------------- | ------ | - | ----------- | - | ------ | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Six months ended |        |   |             |   |        |          | 
|In thousands                                                        |  | July 3,2010      |        |   | July 4,2009 |   |        | $ Change |  |   | % Change |  
|Holdings:                                                           |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                | 27,986 |   |             | $ | 28,126 |          |  | $ | (140     | ) |  | (0.5  | %)
|Amortization of debt discount, premium and deferred financing costs |  |                  | 966    |   |             |   | 967    |          |  |   | (1       | ) |  | (0.1  | %)
|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  |                  | 28,952 |   |             |   | 29,093 |          |  |   | (141     | ) |  | (0.5  | %)
|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Visant:                                                             |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  |                  | 24,785 |   |             |   | 25,483 |          |  |   | (698     | ) |  | (2.7  | %)
|Amortization of debt discount, premium and deferred financing costs |  |                  | 2,649  |   |             |   | 3,264  |          |  |   | (615     | ) |  | (18.8 | %)
|Interest income                                                     |  |                  | (131   | ) |             |   | (191   | )        |  |   | 60       |   |  | NM    |   
|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  |                  | 27,303 |   |             |   | 28,556 |          |  |   | (1,253   | ) |  | (4.4  | %)
|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                | 56,255 |   |             | $ | 57,649 |          |  | $ | (1,394   | ) |  | (2.4  | %)
|                                                                    |  |                  |        |   |             |   |        |          |  |   |          |   |  |       |   

NM = Not meaningful

Net interest expense decreased $1.3 million, or 2.4%, to $56.3 million for the six months ended July 3, 2010 compared to $57.6
million for the comparative prior year period, primarily due to lower interest rates on the Term Loan C facility, lower average outstanding borrowings under our revolving credit facilities and lower amortization costs.



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Income Taxes.The Company has recorded an income tax provision for the six months
ended July 3, 2010 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 2010 are 37.1% and 37.2% for Holdings and Visant, respectively,
before consideration of the effects of less than $0.1 million of net tax and interest accruals considered a current period tax benefit. The combined effect of the annual estimated consolidated tax rates and the net current period tax adjustments
resulted in effective tax rates of 37.1% and 37.2% for Holdings and Visant, respectively, for the six-month period ended July 3, 2010.

For the comparable six-month period ended July 4, 2009, the effective rates of income tax expense for Holdings and Visant were 39.0%
and 38.6%, respectively. The decrease in effective income tax rates from 2009 to 2010 was due primarily to the statutory increase in the percentage used to determine the Companys domestic manufacturing deduction.

Net Income. As a result of the aforementioned items, net income increased $5.8 million to $75.8 million for the six
months ended July 3, 2010 compared to net income of $70.0 million for the six months ended July 4, 2009.

LIQUIDITY AND
CAPITAL RESOURCES

The following table presents cash flow activity of Holdings for the first six months of fiscal 2010 and
2009 and should be read in conjunction with our condensed consolidated statements of cash flows.



|                                          |  |                  |          |   |             |   |          |  
|----------------------------------------- |  | ---------------- | -------- | - | ----------- | - | -------- | -
|                                          |  | Six months ended |         
|In thousands                              |  | July 3,2010      |          |   | July 4,2009 |  
|Net cash provided by operating activities |  | $                | 76,014   |   |             | $ | 108,379  |  
|Net cash used in investing activities     |  |                  | (40,683  | ) |             |   | (21,259  | )
|Net cash used in financing activities     |  |                  | (132,496 | ) |             |   | (142,506 | )
|Effect of exchange rate changes on cash   |  |                  | (724     | ) |             |   | (779     | )
|                                          |  |                  |          |   |             |   |          |  
|Decrease in cash and cash equivalents     |  | $                | (97,889  | ) |             | $ | (56,165  | )
|                                          |  |                  |          |   |             |   |          |  

For the six months ended July 3, 2010, operating activities generated cash of $76.0 million compared
with $108.4 million for the comparable prior year period. The decrease in cash provided by operating activities of $32.4 million was attributable to increased net working capital, primarily due to changes in accounts receivable, offset somewhat by
higher cash earnings for the six months ended July 3, 2010 versus the comparable 2009 period.

Net cash used in investing
activities for the six months ended July 3, 2010 was $40.7 million compared with $21.3 million for the comparative 2009 period. The $19.4 million change was primarily driven by the acquisitions of Rock Creek and Intergold for an aggregate of
$9.1 million, during the first six months of 2010. In addition, our capital expenditures relating to purchases of property, plant and equipment were $31.5 million and $22.9 million for the six months ended July 3, 2010 and July 4, 2009,
respectively.

Net cash used in financing activities for the six months ended July 3, 2010 was $132.5 million, compared
with $142.5 million for the comparable 2009 period. The $10.0 million decrease primarily related to increased net borrowings for various equipment and capital lease arrangements. Net cash used in financing activities for the six months ended
July 3, 2010 consisted of $137.6 million for the payment of the Distribution described below, offset by an increase in net borrowings of $5.5 million.

On February 26, 2010, the Board of Directors of Holdings declared an extraordinary cash distribution in the aggregate amount of
$137.7 million (inclusive of the dividend equivalent payment to holders of vested stock options), or $22.00 per share (the Distribution) on Holdings outstanding common stock. The Distribution was paid on March 1, 2010 to
stockholders of record on February 26, 2010. The Distribution was funded from cash on hand.

During the six months ended
July 3, 2010, Visant transferred approximately $137.7 million of cash through Visant Secondary Holdings Corp. to Holdings to allow Holdings to make the Distribution. The Distribution was included in



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##### Table of Contents

Holdings condensed consolidated balance sheet as a reduction in accumulated earnings and additional paid-in-capital, and the transfer was reflected in Visants condensed consolidated
balance sheet as a reduction in accumulated earnings 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.

During the six months ended July 3, 2010, Visant also transferred approximately $12.7
million of cash from Visant Secondary Holding Corp. to Holdings to allow Holdings to make scheduled interest payments on its $350 million principal amount of 8.75% senior notes due 2013 and its $247.2 million principal amount at maturity of 10.25%
senior discount notes. The transfer was reflected in Visants condensed consolidated balance sheet as a reduction in accumulated earnings 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.

During the six months ended July 4, 2009, Visant transferred approximately $16.0 million of cash through Visant Secondary Holdings
Corp. to Holdings to allow Holdings to make scheduled interest payments on its $350 million principal amount of 8.75% senior notes due 2013 and its $247.2 million principal amount at maturity of 10.25% senior discount notes. 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.

We use cash generated from
operations primarily for debt service obligations and capital expenditures and to fund other working capital requirements. 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 operating performance. Future principal debt payments are expected to be paid out of cash flows from operations, cash on hand and, if consummated, future refinancings of our debt. Based upon the
current level of operations, we anticipate that cash flow from operations, available cash and cash equivalents are adequate to meet our liquidity needs for the next twelve months.

We have substantial debt service requirements. As of July 3, 2010, we had total indebtedness of $1,430.0 million (exclusive of $13.3
million letters of credit outstanding) and cash and cash equivalents of $15.4 million. Our principal sources of liquidity are cash flows from operating activities and available borrowings under Visants senior secured credit facilities, which
included $86.7 million of available borrowings under Visants $100 million revolving credit facilities as of July 3, 2010. As of July 3, 2010, Visant had $316.5 million outstanding under the Term C Loan facility, $500 million
aggregate principal amount of the Visant senior subordinated notes, $350 million aggregate principal amount of the Holdings senior notes, $247.2 million aggregate principal amount at maturity of the Holdings discount notes, $13.3 million outstanding
in the form of standby letters of credit under its secured credit facilities and $16.3 million in borrowings under equipment financing and capital lease arrangements. There were no borrowings under our senior secured revolving credit facilities as
of July 3, 2010.

Our ability to refinance our debt or undertake alternative financing plans, including with respect to
our senior secured credit facilities which begin to mature in 2011 and the Visant notes which mature in 2012, will depend on the credit markets and our financial condition at the time of such refinancing or other undertaking. The extent of any
impact of credit market conditions on our ability to refinance our debt or undertake alternative financing plans will depend on several factors, including our operating cash flows, credit conditions, our credit ratings and credit capacity, the cost
of financing and other general economic and business conditions. Any refinancing of our debt could be on less favorable terms, including being subject to higher interest rates. In addition, the terms of existing or future debt instruments, including
the Visant senior secured credit facilities, the indentures governing the Holdings senior notes and senior discount notes and the indenture governing the Visant senior subordinated notes, may restrict certain of our alternatives.

We may decide to raise additional funds through debt or equity financings. The possibility of consummating any such financing will be
subject to conditions in the capital markets. Furthermore, to the extent we make future acquisitions, we may require new sources of funding, including additional debt or equity financing or some combination thereof. We may not be able to secure
additional sources of funding on favorable terms or at all.

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, exchange offer or otherwise. No assurance can be
given as to whether or when such repurchases or exchanges will occur and at what price.

As of July 3, 2010, the Company
was in compliance with all covenants under its material debt obligations.



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##### Table of Contents

|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 July 3, 2010. For additional information,
refer to Item 7A of our 2009 Annual Report on Form 10-K.



|ITEM 4. | 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 Senior Vice President, Chief Financial Officer, 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 Senior Vice President, Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this
report.

During the quarter ended July 3, 2010, 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.



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

Not applicable.

PART II. OTHER INFORMATION



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

Except
as described in Note 12, Commitments and Contingencies, to the condensed consolidated financial statements, during the three months ended July 3, 2010, 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 July 3, 2010. For additional information, refer to Item 1A of our 2009 Annual Report on Form 10-K.



|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 second fiscal quarter ended July 3,
2010, we did not issue or sell any equity securities except that on April 12, 2010, 780 shares of Holdings Class A Common Stock were issued to a former employee upon exercise of vested options for an aggregate exercise price of
$30,474.60, in accordance with Section 4(2) of the Securities Act.



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

None.



|ITEM 4. | RESERVED
|------- | --------



45



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

None.



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



|       |  |                                                                                                                                                   
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|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 Senior Vice President, Chief Financial Officer 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 Senior Vice President, Chief Financial Officer 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 Senior Vice President, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
|       | 
|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 Senior Vice President, Chief Financial Officer 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.
|--- | -------------------------------------------------------------------------------------------------------------



46



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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.                          
|                      | 
|Date: August 12, 2010 |  | /s/ Marc L. Reisch                            
|                      |  | Marc L. Reisch                                
|                      |  | President and                                 
|                      |  | Chief Executive Officer                       
|                      |  | (principal executive officer)                 
|                      | 
|Date: August 12, 2010 |  | /s/ Paul B. Carousso                          
|                      |  | Paul B. Carousso                              
|                      |  | Senior Vice President, Chief Financial Officer
|                      |  | (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: August 12, 2010 |  | /s/ Marc L. Reisch                            
|                      |  | Marc L. Reisch                                
|                      |  | President and                                 
|                      |  | Chief Executive Officer                       
|                      |  | (principal executive officer)                 
|                      | 
|Date: August 12, 2010 |  | /s/ Paul B. Carousso                          
|                      |  | Paul B. Carousso                              
|                      |  | Senior Vice President, Chief Financial Officer
|                      |  | (principal financial and accounting officer)