##### 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 October 3, 2009

or



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

For the transition period from              to



|                      |  |                                                                                                 |  |                                
|--------------------- |  | ----------------------------------------------------------------------------------------------- |  | -------------------------------
|CommissionFile 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 (Do not check if a smaller reporting company) |  | 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 November 9, 2009, there were 5,964,690 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

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 nine months ended October 3, 2009 and September 27, 2008 |  | 1   
|                            |  |                                                                                                                           
|                            |  | Condensed Consolidated Balance Sheets as of October 3, 2009 and January 3, 2009                                            |  | 2   
|                            |  |                                                                                                                           
|                            |  | Condensed Consolidated Statements of Cash Flows for the nine months ended October 3, 2009 and September 27,
2008           |  | 3   
|                            |  |                                                                                                                           
|                            |  | Visant Corporation and subsidiaries:                                                                                       |  |     
|                            |  |                                                                                                                           
|                            |  | Condensed Consolidated Statements of Operations for the three and nine months ended October 3, 2009 and September 27, 2008 |  | 4   
|                            |  |                                                                                                                           
|                            |  | Condensed Consolidated Balance Sheets as of October 3, 2009 and January 3, 2009                                            |  | 5   
|                            |  |                                                                                                                           
|                            |  | Condensed Consolidated Statements of Cash Flows for the nine months ended October 3, 2009 and September 27,
2008           |  | 6   
|                            |  |                                                                                                                           
|                            |  | Notes to Condensed Consolidated Financial Statements                                                                       |  | 7   
|                            |  |                                                                                                                           
|ITEM 2.                     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 32  
|                            |  |                                                                                                                           
|ITEM 3.                     |  | Quantitative and Qualitative Disclosures About Market Risk                                                                 |  | 46  
|                            |  |                                                                                                                           
|ITEM 4.                     |  | Controls and Procedures                                                                                                    |  | 46  
|                            |  |                                                                                                                           
|ITEM 4T.                    |  | Controls and Procedures                                                                                                    |  | 46  
|                           
|PART II  OTHER INFORMATION
|                            |  |                                                                                                                           
|ITEM 1.                     |  | Legal Proceedings                                                                                                          |  | 46  
|                            |  |                                                                                                                           
|ITEM 1A.                    |  | Risk Factors                                                                                                               |  | 46  
|                            |  |                                                                                                                           
|ITEM 2.                     |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 46  
|                            |  |                                                                                                                           
|ITEM 3.                     |  | Defaults Upon Senior Securities                                                                                            |  | 46  
|                            |  |                                                                                                                           
|ITEM 4.                     |  | Submission of Matters to a Vote of Security Holders                                                                        |  | 46  
|                            |  |                                                                                                                           
|ITEM 5.                     |  | Other Information                                                                                                          |  | 46  
|                            |  |                                                                                                                           
|ITEM 6.                     |  | Exhibits                                                                                                                   |  | 47  
|                            | 
|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 |         |   | Nine months ended |  
|In thousands                              |  | October 3,2009     |         |   | September 27,2008 |   |         | October 3,2009 |  |   | September 27,2008 |  
|Net sales                                 |  | $                  | 235,901 |   |                   | $ | 256,736 |                |  | $ | 1,000,273         |   |  | $ | 1,071,410 |  
|Cost of products sold                     |  |                    | 128,071 |   |                   |   | 144,068 |                |  |   | 462,342           |   |  |   | 523,366   |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Gross profit                              |  |                    | 107,830 |   |                   |   | 112,668 |                |  |   | 537,931           |   |  |   | 548,044   |  
|Selling and administrative expenses       |  |                    | 92,959  |   |                   |   | 94,746  |                |  |   | 338,644           |   |  |   | 343,277   |  
|Gain on disposal of fixed assets          |  |                    | (223    | ) |                   |   | (96     | )              |  |   | (453              | ) |  |   | (94       | )
|Special charges                           |  |                    | 2,395   |   |                   |   | 5,702   |                |  |   | 14,816            |   |  |   | 9,588     |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Operating income                          |  |                    | 12,699  |   |                   |   | 12,316  |                |  |   | 184,924           |   |  |   | 195,273   |  
|Interest expense, net                     |  |                    | 27,894  |   |                   |   | 30,925  |                |  |   | 85,543            |   |  |   | 93,186    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|(Loss) income before income taxes         |  |                    | (15,195 | ) |                   |   | (18,609 | )              |  |   | 99,381            |   |  |   | 102,087   |  
|(Benefit from) provision for income taxes |  |                    | (7,105  | ) |                   |   | (7,547  | )              |  |   | 37,523            |   |  |   | 39,860    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Net (loss) income                         |  | $                  | (8,090  | ) |                   | $ | (11,062 | )              |  | $ | 61,858            |   |  | $ | 62,227    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  

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)



|                                                                                                                                                   |  |                |           |   |                |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | -------------- | - | --------- | -
|In thousands, except share amounts                                                                                                                 |  | October 3,2009 |           |   | January 3,2009 |  
|ASSETS                                                                                                                                             |  |                |           |   |               
|Cash and cash equivalents                                                                                                                          |  | $              | 10,131    |   |                | $ | 118,273   |  
|Accounts receivable, net                                                                                                                           |  |                | 126,376   |   |                |   | 138,919   |  
|Inventories, net                                                                                                                                   |  |                | 90,084    |   |                |   | 104,226   |  
|Salespersons overdrafts, net of allowance of $7,333 and $8,144, respectively                                                                       |  |                | 28,993    |   |                |   | 28,046    |  
|Income tax receivable                                                                                                                              |  |                |          |   |                |   | 4,710     |  
|Prepaid expenses and other current assets                                                                                                          |  |                | 11,599    |   |                |   | 20,085    |  
|Deferred income taxes                                                                                                                              |  |                | 14,724    |   |                |   | 14,923    |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total current assets                                                                                                                               |  |                | 281,907   |   |                |   | 429,182   |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Property, plant and equipment                                                                                                                      |  |                | 436,795   |   |                |   | 422,138   |  
|Less accumulated depreciation                                                                                                                      |  |                | (224,823  | ) |                |   | (200,376  | )
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Property, plant and equipment, net                                                                                                                 |  |                | 211,972   |   |                |   | 221,762   |  
|Goodwill                                                                                                                                           |  |                | 1,004,293 |   |                |   | 1,006,014 |  
|Intangibles, net                                                                                                                                   |  |                | 564,493   |   |                |   | 602,462   |  
|Deferred financing costs, net                                                                                                                      |  |                | 21,711    |   |                |   | 25,108    |  
|Other assets                                                                                                                                       |  |                | 11,431    |   |                |   | 15,201    |  
|Prepaid pension costs                                                                                                                              |  |                | 3,981     |   |                |   | 3,981     |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total assets                                                                                                                                       |  | $              | 2,099,788 |   |                | $ | 2,303,710 |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|                                                                                                                                                   |  |               
|LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS EQUITY                                                                                             |  |                |           |   |                |   |           |  
|Short-term borrowings                                                                                                                              |  | $              | 5,296     |   |                | $ | 137,000   |  
|Accounts payable                                                                                                                                   |  |                | 49,946    |   |                |   | 54,529    |  
|Accrued employee compensation and related taxes                                                                                                    |  |                | 42,783    |   |                |   | 43,496    |  
|Commissions payable                                                                                                                                |  |                | 7,630     |   |                |   | 22,870    |  
|Customer deposits                                                                                                                                  |  |                | 55,622    |   |                |   | 183,869   |  
|Income taxes payable                                                                                                                               |  |                | 32,966    |   |                |   |          |  
|Interest payable                                                                                                                                   |  |                | 19,581    |   |                |   | 14,632    |  
|Other accrued liabilities                                                                                                                          |  |                | 25,189    |   |                |   | 35,047    |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total current liabilities                                                                                                                          |  |                | 239,013   |   |                |   | 491,443   |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Long-term debt                                                                                                                                     |  |                | 1,413,700 |   |                |   | 1,413,700 |  
|Deferred income taxes                                                                                                                              |  |                | 147,763   |   |                |   | 161,323   |  
|Pension liabilities, net                                                                                                                           |  |                | 53,291    |   |                |   | 57,462    |  
|Other noncurrent liabilities                                                                                                                       |  |                | 46,544    |   |                |   | 40,192    |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total liabilities                                                                                                                                  |  |                | 1,900,311 |   |                |   | 2,164,120 |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Mezzanine equity                                                                                                                                   |  |                | 9,077     |   |                |   | 9,823     |  
|Common stock:                                                                                                                                      |  |                |           |   |                |   |           |  
|Class A $.01 par value; authorized 7,000,000 shares; issued and outstanding: 5,985,267 and 5,978,629 shares at
October 3, 2009 and January 3, 2009 |  |                |           |   |                |   |           |  
|Class B $.01 par value; non-voting; authorized 2,724,759 shares; issued and outstanding: none at October 3, 2009 and
January 3, 2009               |  |                |           |   |                |   |           |  
|Class C $.01 par value; authorized 1 share; issued and outstanding: 1 share at October 3, 2009 and January 3,
2009                                 |  |                | 60        |   |                |   | 60        |  
|Additional paid-in-capital                                                                                                                         |  |                | 173,505   |   |                |   | 175,579   |  
|Accumulated earnings (deficit)                                                                                                                     |  |                | 41,879    |   |                |   | (19,979   | )
|Treasury stock                                                                                                                                     |  |                |          |   |                |   | (336      | )
|Accumulated other comprehensive loss                                                                                                               |  |                | (25,044   | ) |                |   | (25,557   | )
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total stockholders equity                                                                                                                         |  |                | 190,400   |   |                |   | 129,767   |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  
|Total liabilities, mezzanine equity and stockholders equity                                                                                       |  | $              | 2,099,788 |   |                | $ | 2,303,710 |  
|                                                                                                                                                   |  |                |           |   |                |   |           |  

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)



|                                                                                  |  |                   |          |   |                   |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                  |  | Nine months ended |         
|In thousands                                                                      |  | October 3,2009    |          |   | September 27,2008 |  
|Net income                                                                        |  | $                 | 61,858   |   |                   | $ | 62,227   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |          |   |                   |   |          |  
|Depreciation                                                                      |  |                   | 32,035   |   |                   |   | 32,640   |  
|Amortization of intangible assets                                                 |  |                   | 43,414   |   |                   |   | 42,847   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                   | 6,024    |   |                   |   | 23,221   |  
|Other amortization                                                                |  |                   | 460      |   |                   |   | 472      |  
|Deferred income taxes                                                             |  |                   | (13,858  | ) |                   |   | (1,812   | )
|Gain on sale of assets                                                            |  |                   | (453     | ) |                   |   | (94      | )
|Stock-based compensation                                                          |  |                   | 575      |   |                   |   | 497      |  
|Excess tax benefit from share based arrangements                                  |  |                   | (2,909   | ) |                   |   |         |  
|Loss on asset impairments                                                         |  |                   | 6,036    |   |                   |   | 878      |  
|Other                                                                             |  |                   |         |   |                   |   | 3,024    |  
|Changes in assets and liabilities:                                                |  |                   |          |   |                   |   |          |  
|Accounts receivable                                                               |  |                   | 13,385   |   |                   |   | 8,152    |  
|Inventories                                                                       |  |                   | 15,667   |   |                   |   | 6,156    |  
|Salespersons overdrafts                                                           |  |                   | (814     | ) |                   |   | (126     | )
|Prepaid expenses and other current assets                                         |  |                   | 13,451   |   |                   |   | 6,717    |  
|Accounts payable and accrued expenses                                             |  |                   | 2,651    |   |                   |   | 17,922   |  
|Customer deposits                                                                 |  |                   | (129,161 | ) |                   |   | (143,322 | )
|Commissions payable                                                               |  |                   | (15,278  | ) |                   |   | (14,863  | )
|Income taxes payable/receivable                                                   |  |                   | 40,414   |   |                   |   | 39,211   |  
|Interest payable                                                                  |  |                   | 4,949    |   |                   |   | 17,332   |  
|Other                                                                             |  |                   | (13,509  | ) |                   |   | (6,554   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities                                         |  |                   | 64,937   |   |                   |   | 94,525   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Purchases of property, plant and equipment                                        |  |                   | (37,047  | ) |                   |   | (33,745  | )
|Proceeds from sale of property and equipment                                      |  |                   | 3,042    |   |                   |   | 286      |  
|Acquisition of business, net of cash acquired                                     |  |                   | (869     | ) |                   |   | (221,600 | )
|Additions to intangibles                                                          |  |                   | (553     | ) |                   |   |         |  
|Other investing activities, net                                                   |  |                   | (1       | ) |                   |   | (1,013   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash used in investing activities                                             |  |                   | (35,428  | ) |                   |   | (256,072 | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net decrease in book overdrafts                                                   |  |                   |         |   |                   |   | (941     | )
|Net short-term (repayments) borrowings                                            |  |                   | (131,704 | ) |                   |   | 126,226  |  
|Repurchase of common stock and payments for stock-based awards                    |  |                   | (5,796   | ) |                   |   | (1,258   | )
|Excess tax benefit from share based arrangements                                  |  |                   | 2,909    |   |                   |   |         |  
|Debt financing costs                                                              |  |                   | (2,619   | ) |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities                               |  |                   | (137,210 | ) |                   |   | 124,027  |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                   | (441     | ) |                   |   | (254     | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Decrease in cash and cash equivalents                                             |  |                   | (108,142 | ) |                   |   | (37,774  | )
|Cash and cash equivalents, beginning of period                                    |  |                   | 118,273  |   |                   |   | 59,710   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                 | 10,131   |   |                   | $ | 21,936   |  
|                                                                                  |  |                   |          |   |                   |   |          |  

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 |         |   | Nine months ended |  
|In thousands                              |  | October 3,2009     |         |   | September 27,2008 |   |         | October 3,2009 |  |   | September 27,2008 |  
|Net sales                                 |  | $                  | 235,901 |   |                   | $ | 256,736 |                |  | $ | 1,000,273         |   |  | $ | 1,071,410 |  
|Cost of products sold                     |  |                    | 128,071 |   |                   |   | 144,068 |                |  |   | 462,342           |   |  |   | 523,366   |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Gross profit                              |  |                    | 107,830 |   |                   |   | 112,668 |                |  |   | 537,931           |   |  |   | 548,044   |  
|Selling and administrative expenses       |  |                    | 92,717  |   |                   |   | 94,448  |                |  |   | 337,771           |   |  |   | 342,575   |  
|Gain on disposal of fixed assets          |  |                    | (223    | ) |                   |   | (96     | )              |  |   | (453              | ) |  |   | (94       | )
|Special charges                           |  |                    | 2,395   |   |                   |   | 5,702   |                |  |   | 14,816            |   |  |   | 9,588     |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Operating income                          |  |                    | 12,941  |   |                   |   | 12,614  |                |  |   | 185,797           |   |  |   | 195,975   |  
|Interest expense, net                     |  |                    | 13,419  |   |                   |   | 16,797  |                |  |   | 41,975            |   |  |   | 51,292    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|(Loss) income before income taxes         |  |                    | (478    | ) |                   |   | (4,183  | )              |  |   | 143,822           |   |  |   | 144,683   |  
|(Benefit from) provision for income taxes |  |                    | (1,306  | ) |                   |   | (2,282  | )              |  |   | 54,420            |   |  |   | 55,069    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  
|Net income (loss)                         |  | $                  | 828     |   |                   | $ | (1,901  | )              |  | $ | 89,402            |   |  | $ | 89,614    |  
|                                          |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |           |  

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)



|                                                                                                                                 |  |                |           |   |                |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | -------------- | - | --------- | -
|In thousands, except share amounts                                                                                               |  | October 3,2009 |           |   | January 3,2009 |  
|ASSETS                                                                                                                           |  |                |           |   |                |   |           |  
|Cash and cash equivalents                                                                                                        |  | $              | 9,782     |   |                | $ | 117,601   |  
|Accounts receivable, net                                                                                                         |  |                | 126,376   |   |                |   | 138,919   |  
|Inventories, net                                                                                                                 |  |                | 90,084    |   |                |   | 104,226   |  
|Salespersons overdrafts, net of allowance of $7,333 and $8,144, respectively                                                     |  |                | 28,993    |   |                |   | 28,046    |  
|Prepaid expenses and other current assets                                                                                        |  |                | 11,599    |   |                |   | 20,133    |  
|Deferred income taxes                                                                                                            |  |                | 14,724    |   |                |   | 14,923    |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total current assets                                                                                                             |  |                | 281,558   |   |                |   | 423,848   |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Property, plant and equipment                                                                                                    |  |                | 436,795   |   |                |   | 422,138   |  
|Less accumulated depreciation                                                                                                    |  |                | (224,823  | ) |                |   | (200,376  | )
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Property, plant and equipment, net                                                                                               |  |                | 211,972   |   |                |   | 221,762   |  
|Goodwill                                                                                                                         |  |                | 1,004,293 |   |                |   | 1,006,014 |  
|Intangibles, net                                                                                                                 |  |                | 564,493   |   |                |   | 602,462   |  
|Deferred financing costs, net                                                                                                    |  |                | 13,658    |   |                |   | 15,605    |  
|Other assets                                                                                                                     |  |                | 11,431    |   |                |   | 15,201    |  
|Prepaid pension costs                                                                                                            |  |                | 3,981     |   |                |   | 3,981     |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total assets                                                                                                                     |  | $              | 2,091,386 |   |                | $ | 2,288,873 |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                             |  |                |           |   |                |   |           |  
|Short-term borrowings                                                                                                            |  | $              | 5,296     |   |                | $ | 137,000   |  
|Accounts payable                                                                                                                 |  |                | 49,945    |   |                |   | 54,529    |  
|Accrued employee compensation and related taxes                                                                                  |  |                | 42,783    |   |                |   | 43,496    |  
|Commissions payable                                                                                                              |  |                | 7,630     |   |                |   | 22,870    |  
|Customer deposits                                                                                                                |  |                | 55,622    |   |                |   | 183,869   |  
|Income taxes payable                                                                                                             |  |                | 42,263    |   |                |   | 3,034     |  
|Interest payable                                                                                                                 |  |                | 927       |   |                |   | 10,112    |  
|Other accrued liabilities                                                                                                        |  |                | 25,164    |   |                |   | 35,047    |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total current liabilities                                                                                                        |  |                | 229,630   |   |                |   | 489,957   |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Long-term debt                                                                                                                   |  |                | 816,500   |   |                |   | 816,500   |  
|Deferred income taxes                                                                                                            |  |                | 184,914   |   |                |   | 198,018   |  
|Pension liabilities, net                                                                                                         |  |                | 53,291    |   |                |   | 57,462    |  
|Other noncurrent liabilities                                                                                                     |  |                | 45,816    |   |                |   | 39,635    |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total liabilities                                                                                                                |  |                | 1,330,151 |   |                |   | 1,601,572 |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at October 3, 2009 and
January 3, 2009    |  |                |          |   |                |   |          |  
|Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at October 3, 2009 and
January 3, 2009 |  |                |          |   |                |   |          |  
|Additional paid-in-capital                                                                                                       |  |                | 590,768   |   |                |   | 606,749   |  
|Accumulated earnings                                                                                                             |  |                | 195,511   |   |                |   | 106,109   |  
|Accumulated other comprehensive loss                                                                                             |  |                | (25,044   | ) |                |   | (25,557   | )
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total stockholders equity                                                                                                       |  |                | 761,235   |   |                |   | 687,301   |  
|                                                                                                                                 |  |                |           |   |                |   |           |  
|Total liabilities and stockholders equity                                                                                       |  | $              | 2,091,386 |   |                | $ | 2,288,873 |  
|                                                                                                                                 |  |                |           |   |                |   |           |  

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)



|                                                                                  |  |                   |          |   |                   |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                  |  | Nine months ended |         
|In thousands                                                                      |  | October 3,2009    |          |   | September 27,2008 |  
|Net income                                                                        |  | $                 | 89,402   |   |                   | $ | 89,614   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |          |   |                   |   |          |  
|Depreciation                                                                      |  |                   | 32,035   |   |                   |   | 32,640   |  
|Amortization of intangible assets                                                 |  |                   | 43,414   |   |                   |   | 42,847   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                   | 4,574    |   |                   |   | 4,230    |  
|Other amortization                                                                |  |                   | 460      |   |                   |   | 472      |  
|Deferred income taxes                                                             |  |                   | (13,431  | ) |                   |   | 5,838    |  
|Gain on sale of assets                                                            |  |                   | (453     | ) |                   |   | (94      | )
|Loss on asset impairments                                                         |  |                   | 6,036    |   |                   |   | 878      |  
|Other                                                                             |  |                   |         |   |                   |   | 3,024    |  
|Changes in assets and liabilities:                                                |  |                   |          |   |                   |   |          |  
|Accounts receivable                                                               |  |                   | 13,385   |   |                   |   | 8,152    |  
|Inventories                                                                       |  |                   | 15,667   |   |                   |   | 6,156    |  
|Salespersons overdrafts                                                           |  |                   | (814     | ) |                   |   | (126     | )
|Prepaid expenses and other current assets                                         |  |                   | 13,451   |   |                   |   | 6,717    |  
|Accounts payable and accrued expenses                                             |  |                   | 2,650    |   |                   |   | 17,921   |  
|Customer deposits                                                                 |  |                   | (129,161 | ) |                   |   | (143,322 | )
|Commissions payable                                                               |  |                   | (15,278  | ) |                   |   | (14,863  | )
|Income taxes payable                                                              |  |                   | 39,087   |   |                   |   | 40,042   |  
|Interest payable                                                                  |  |                   | (9,185   | ) |                   |   | 9,738    |  
|Other                                                                             |  |                   | (13,485  | ) |                   |   | (6,479   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities                                         |  |                   | 78,354   |   |                   |   | 103,385  |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Purchases of property, plant and equipment                                        |  |                   | (37,047  | ) |                   |   | (33,745  | )
|Proceeds from sale of property and equipment                                      |  |                   | 3,042    |   |                   |   | 286      |  
|Acquisition of business, net of cash acquired                                     |  |                   | (869     | ) |                   |   | (221,600 | )
|Additions to intangibles                                                          |  |                   | (553     | ) |                   |   |         |  
|Other investing activities, net                                                   |  |                   | (1       | ) |                   |   | (1,013   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash used in investing activities                                             |  |                   | (35,428  | ) |                   |   | (256,072 | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net decrease in book overdrafts                                                   |  |                   |         |   |                   |   | (941     | )
|Net short-term (repayments) borrowings                                            |  |                   | (131,704 | ) |                   |   | 126,226  |  
|Distribution to stockholder                                                       |  |                   | (15,981  | ) |                   |   | (16,057  | )
|Debt financing costs                                                              |  |                   | (2,619   | ) |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities                               |  |                   | (150,304 | ) |                   |   | 109,228  |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                   | (441     | ) |                   |   | (254     | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Decrease in cash and cash equivalents                                             |  |                   | (107,819 | ) |                   |   | (43,713  | )
|Cash and cash equivalents, beginning of period                                    |  |                   | 117,601  |   |                   |   | 59,142   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                 | 9,782    |   |                   | $ | 15,429   |  
|                                                                                  |  |                   |          |   |                   |   |          |  

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



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##### Table of Contents

VISANT HOLDING CORP.

VISANT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



|1. | Overview and Basis of Presentation
|-- | ----------------------------------

Overview

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 those of:



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



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

There are no significant differences between the results of operations and financial condition of Visant Corporation and those of Visant Holding Corp., other than stock compensation expense, interest
expense and the related income tax effect of certain indebtedness of Holdings including $247.2 million of Holdings 10.25% senior discount notes due 2013 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 3, 2009.

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

Financial Accounting Standards Board Accounting Standards Codification (FASB
ASC) Topic 605 (ASC 605), Revenue Recognition, provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. The Company recognizes revenue when
the earnings process is complete, evidenced by an agreement between the Company and the customer, delivery and acceptance has occurred, collectibility is probable and pricing is fixed or determinable. Revenue is recognized when (1) products are
shipped (if shipped FOB shipping point), (2) products are delivered (if shipped FOB destination) or (3) as services are performed as determined by contractual agreement, but in all cases only when risk of loss has transferred to the
customer and the Company has no further performance obligations.



7



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##### Table of Contents

Cost of Products Sold

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

Shipping and Handling

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

Selling and Administrative Expenses

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

Advertising

The Company expenses advertising costs as incurred. Selling and administrative expenses
included advertising expense of $1.7 million and $1.9 million for the quarters ended October 3, 2009 and September 27, 2008, respectively. Advertising expense totaled $4.5 million for the nine months ended October 3, 2009 and $5.3
million for the nine months ended September 27, 2008.

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 $0.7
million and $0.9 million for the three-month periods ended October 3, 2009 and September 27, 2008, respectively. Total net warranty costs were $3.4 million for each of the nine-month periods ended October 3, 2009 and
September 27, 2008, 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 October 3, 2009 and January 3, 2009.

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 $0.2 million for each of the three-month periods ended October 3, 2009 and September 27, 2008, respectively,
which is included in selling and administrative expenses. Stock-based compensation expense totaled $0.6 million and $0.5 million for the nine-month periods ended October 3, 2009 and September 27, 2008, 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 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 (or
estate, as the case may be) and settle the amounts in cash. In accordance with FASB ASC Topic 718, Compensation (ASC 718), such equity instruments are considered temporary equity and have been classified as mezzanine equity in the
balance sheet as of October 3, 2009 and January 3, 2009.

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements, as codified in FASB ASC Topic 820, Fair Value Measurements and Disclosures(ASC 820),which establishes a framework for measuring fair value and requires
enhanced disclosures



8



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##### Table of Contents

about fair value measurements. ASC 820 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined. The Company adopted ASC 820 as
of the beginning of fiscal year 2008, with the exception of the application to non-recurring non-financial assets and non-financial liabilities. The Company adopted ASC 820 for non-financial assets and non-financial liabilities as of the beginning
of fiscal year 2009. 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. The Companys adoption of ASC 820 for non-financial assets and
non-financial liabilities did not have a material impact on its financial statements.

In December 2007, the FASB issued SFAS
No. 141(R), Business Combinations, as codified in FASB ASC Topic 805, Business Combinations(ASC 805). ASC 805 requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard impact the
determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies,
acquisition-related restructuring costs, in-process research and development, indemnification assets and tax benefits. ASC 805 is effective for business combinations and adjustments to an acquired entitys deferred tax asset and liability
balances for the first annual reporting period beginning after December 15, 2008. The Company adopted ASC 805 as of the beginning of fiscal year 2009. The Companys adoption of ASC 805 did not have a material impact on its financial
statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, as codified in FASB ASC Topic 810, Consolidation(ASC 810), an amendment of Accounting Research Bulletin No. 51, which establishes new standards governing the accounting for and reporting on noncontrolling
interests (NCIs) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of ASC 810 indicate, among other things: that NCIs (previously referred to as minority interests) be treated as a
separate component of equity, not as a liability; that increases and decreases in the parents ownership interest that leave control intact be treated as equity transactions, rather than a step acquisition or dilution gains or losses; and that
losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. ASC 810 also requires changes to certain presentation and disclosure requirements. ASC 810 is effective for the
Companys 2009 fiscal year. The Company adopted this standard as of the beginning of fiscal year 2009. The Companys adoption of ASC 810 did not have a material impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, as codified in
FASB ASC Topic 815, Derivatives and Hedging(ASC 815), an amendment of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as codified in ASC 815. This topic is intended to improve transparency
in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance and cash flows. ASC 815 applies to all
derivative instruments, as well as related hedged items, bifurcated derivatives and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to ASC 815 must provide more robust qualitative
disclosures and expanded quantitative disclosures. ASC 815 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company adopted this standard as of the beginning
of fiscal year 2009. The Companys adoption of ASC 815 did not have a material impact on its financial statements.

In
April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets,as codified in FASB ASC Topic 350, Intangibles  Goodwill & Other(ASC 350), which amends the list of
factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets. The new guidance applies to (1) intangible assets that are acquired individually or with a
group of other assets and (2) intangible assets acquired in both business combinations and asset acquisitions. Entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or
extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. ASC 350 also requires expanded disclosures related to the determination of
intangible asset useful lives. ASC 350 is effective for fiscal years beginning after December 15, 2008. The Company adopted ASC 350 as of the beginning of fiscal year 2009. The Companys adoption of ASC 350 did not have a material impact
on its financial statements.

In April 2009, the FASB issued FSP No. FAS 115-2/FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments,as codified in FASB ASC Topic 320, Investments  Debt and Equity Securities(ASC 320). ASC 320 changes the method for determining whether an other-than-temporary impairment exists for
debt securities and the amount of the impairment to be recorded in earnings. ASC 320 is effective for interim and annual periods ending after June 15, 2009. The Company adopted ASC 320 for the quarter ended July 4, 2009. The Companys
adoption of ASC 320 did not have a material impact on its financial statements.



9



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##### Table of Contents

In April 2009, the FASB issued FSP No. FAS 107-1/APB 28-1, Interim Disclosures About Fair
Value of Financial Instruments,as codified in FASB ASC Topic 825, Financial Instruments(ASC 825). ASC 825 requires fair value disclosures in both interim as well as annual financial statements in order to provide more timely
information about the effects of current market conditions on financial instruments. ASC 825 is effective for interim and annual periods ending after June 15, 2009. The Company adopted ASC 825 for the quarter ended July 4, 2009. The
Companys adoption of ASC 825 did not have a material impact on its financial statements.

In April 2009, the FASB issued
FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, as codified in ASC 820. ASC 820 provides additional
guidance on factors to consider in estimating fair value when there has been a significant decrease in market activity for a financial asset. ASC 820 is effective for interim and annual periods ending after June 15, 2009. The Company adopted
the guidance set forth in ASC 820 with respect to when there has been a significant decrease in market activity for a financial asset for the quarter ended July 4, 2009. The Companys adoption of ASC 820 did not have a material impact on
its financial statements.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies, as codified in ASC 805, to require that assets and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value
can be reasonably determined. If the fair value of such assets or liabilities cannot be reasonably determined, then they would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies,and FASB
Interpretation No. 14, Reasonable Estimation of the Amount of a Loss-an interpretation of FASB Statement No. 5as codified in FASB ASC Topic 450, Contingencies(ASC 450).This guidance also amends the
subsequent accounting for assets and liabilities arising from contingencies in a business combination and certain other disclosure requirements. ASC 805 is effective for assets and liabilities arising from contingencies in business combinations
that are consummated in fiscal years beginning on or after December 15, 2008. The Company adopted ASC 805 as of the beginning of fiscal year 2009. The Companys adoption of ASC 805 did not have a material impact on its financial
statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, as codified in FASB ASC Topic 855,
Subsequent Events(ASC 855). This standard requires the disclosure of the date through which subsequent events were evaluated for each interim and annual period but does not change the accounting for subsequent events. Subsequent
events are events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855, consistent with prior practice, an entity must recognize the effect of subsequent
events on its financial condition that existed at the balance sheet date. Subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date will be disclosed in a footnote. The
Company adopted ASC 855 for the quarter ended July 4, 2009 and, accordingly, evaluated all subsequent events through November 17, 2009, the date of issuance of the Companys financial statements, for potential recognition or
disclosure in the Companys consolidated financial statements. The Companys adoption of ASC 855 did not have a material impact on its financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesas codified in FASB ASC Topic 105,
Generally Accepted Accounting Principles(ASC 105), which establishes the ASC as the single source of authoritative generally accepted accounting principles. The issuance of ASC 105 does not change generally accepted accounting
principles; it does, however, change the applicable citations and naming conventions used when referencing generally accepted accounting principles. ASC 105 is effective for interim and annual periods ending after September 15, 2009. The
Company adopted ASC 105 for the quarter ended October 3, 2009. The Companys adoption of ASC 105 did not have a material impact on its financial statements.

Recently Issued Accounting Pronouncements

In December 2008, the
FASB issued FSP No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets,as codified in FASB ASC Topic 715, Compensation-Retirement Benefits(ASC 715). ASC 715 provides guidance on an
employers disclosure about plan assets of a defined benefit pension or other postretirement plan. ASC 715 is effective for fiscal years ending after December 15, 2009. The Company is currently evaluating the impact of the adoption of ASC
715 but does not expect there to be a material impact, if any, on its financial statements.



10



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##### Table of Contents

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

On
October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR) and affiliates of DLJ Merchant Banking Partners 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 October 3, 2009, an affiliate of KKR and DLJMBP III and certain of its affiliates (the "Sponsors") held approximately 49.0% and 40.9%, respectively, of Holdings voting
interest, while each held approximately 44.5% of the Holdings economic interest. As of October 3, 2009, the other co-investors held approximately 8.3% of the voting interest and 9.1% of the economic interest of Holdings, and members of
management held approximately 1.8% of the voting interest and approximately 1.9% of the economic interest of Holdings.



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

During the three months ended October 3, 2009, the Company recorded $0.8 million of restructuring costs and $1.6 million of other special charges. The Memory Book segment incurred $0.1 million of
severance and related benefits associated with the closure of the Winston-Salem, North Carolina facility. The Scholastic segment incurred $0.2 million of severance and related benefits associated with the closure of the Marysville, Ohio chenille
letter manufacturing facility. The Marketing and Publishing Services segment incurred $0.2 million of restructuring costs for severance and related benefits associated with the closure of the Baltimore, Maryland facility, $0.1 million of other
shutdown related costs and $0.2 million of other severance and related benefits. Other special charges for the three months ended October 3, 2009 included $1.6 million of non-cash facility related asset impairment charges in the Memory Book
segment associated with the closure of the Winston-Salem, North Carolina facility. The associated employee headcount reductions related to the above actions were 17 in the Marketing and Publishing Services segment.

For the nine-month period ended October 3, 2009, the Company recorded $8.8 million of restructuring costs and $6.0 million of other
special charges. Restructuring charges included $0.9 million of cost reduction initiatives and severance and related benefits in the Scholastic segment and $4.2 million of severance and related benefits for associated headcount reductions in
connection with the closure of the Winston Salem, North Carolina facility and certain other reductions in force in the Memory Book segment. Additionally, the Marketing and Publishing Services segment incurred $2.0 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, $0.3 million of other shutdown
related costs and $1.1 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 $4.1 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 156 in the Scholastic, Memory Book and Marketing and Publishing
Services segments, respectively.

Special charges of $5.7 million for the third quarter ended September 27, 2008 included
$1.1 million of restructuring charges associated with the closure of the Pennsauken, New Jersey and Attleboro, Massachusetts facilities and the restructuring of certain of Jostens international operations and $4.6 million of other special charges.
Other special charges of $4.6 million included $3.9 million of non-cash costs, consisting of $3.0 million resulting from the write-off of accumulated foreign currency translation balances associated with the closure of certain of Jostens
international operations and $0.9 million of asset impairment charges related to the closure of the Pennsauken, New Jersey facilities. The Marketing and Publishing Services segment also recorded $0.7 million of other charges related to the closure
of the Pennsauken, New Jersey facilities.



11



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Special charges of $9.6 million for the nine months ended September 27, 2008 included
$4.7 million of restructuring costs and $4.9 million of other special charges. The Marketing and Publishing Services segment incurred $2.8 million of restructuring costs related to the closure of the Pennsauken, New Jersey facilities and $0.3
million of severance and related benefit costs for headcount reductions. The Scholastic segment incurred $0.2 million of restructuring charges associated with the closure of Jostens Attleboro, Massachusetts facility, $0.5 million of severance
and related benefits associated with headcount reductions and $0.4 million of severance and related benefits in connection with the restructuring of certain of Jostens international operations. Our Memory Book segment incurred $0.5 million of
severance and related benefits associated with headcount reductions. Other special charges included $3.0 million of non-cash write-offs in our Scholastic segment related to accumulated foreign currency translation balances and $0.2 million related
to the impairment of certain asset balances associated with the closure of certain international operations. Also included was a $1.7 million charge in our Marketing and Publishing Services segment in connection with the Pennsauken, New Jersey
facilities closures which included $0.9 million for a non-cash asset impairment charge.

Restructuring accruals of $5.9
million and $2.4 million as of October 3, 2009 and January 3, 2009, 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 October 3, 2009, the Company incurred $35.8 million of employee severance and related benefit costs related to initiatives during the period from the closing of the Transactions in 2004 to October 3, 2009, which
affected an aggregate of 1,236 employees. As of October 3, 2009, the Company had paid $29.9 million in cash related to these initiatives.

Changes in the restructuring accruals during the first nine months of 2009 were as follows:



|                           |  |                 |        |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|-------------------------- |  | --------------- | ------ | - | --------------- | - | ------ | --------------- |  | - | ----- | - |  | - | ------ | -
|In thousands               |  | 2009Initiatives |        |   | 2008Initiatives |   |        | 2007Initiatives |  |   | Total |  
|Balance at January 3, 2009 |  | $               |       |   |                 | $ | 2,395  |                 |  | $ | 33    |   |  | $ | 2,428  |  
|Restructuring charges      |  |                 | 8,099  |   |                 |   | 676    |                 |  |   |      |   |  |   | 8,775  |  
|Severance paid             |  |                 | (2,619 | ) |                 |   | (2,667 | )               |  |   | (7    | ) |  |   | (5,293 | )
|                           |  |                 |        |   |                 |   |        |                 |  |   |       |   |  |   |        |  
|Balance at October 3, 2009 |  | $               | 5,480  |   |                 | $ | 404    |                 |  | $ | 26    |   |  | $ | 5,910  |  
|                           |  |                 |        |   |                 |   |        |                 |  |   |       |   |  |   |        |  

The Company expects the majority of the remaining severance related to the 2009, 2008
and 2007 initiatives to be paid by the end of 2010.



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

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.

On April 1, 2008, the Company announced the completion of the acquisition of Phoenix Color Corp. (Phoenix Color), a book
component manufacturer, including cash on hand of $1.3 million and restrictive covenants with certain key Phoenix Color stockholders, for approximately $221.5 million in cash. The acquisition was accomplished through a merger of a wholly owned
subsidiary of Visant and Phoenix Color, with Phoenix Color as the surviving entity. All outstanding indebtedness of Phoenix Color was repaid by Phoenix Color in connection with the closing of the merger. The results of the Phoenix Color operations
are reported as part of the Marketing and Publishing Services segment from the acquisition date, and as such, all of its goodwill is allocated to that segment. None of the goodwill or intangible assets will be amortizable for tax purposes.



12



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The acquisition was accounted for as a purchase in accordance with the provisions of ASC
805, Business Combinations. The cost of the acquisition 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 Phoenix Color acquisition was as follows:



|                              |  |   |         |  
|----------------------------- |  | - | ------- | -
|In thousands                  |  |   |        
|Current assets                |  | $ | 38,366  |  
|Property, plant and equipment |  |   | 29,132  |  
|Intangible assets             |  |   | 138,267 |  
|Goodwill                      |  |   | 67,946  |  
|Long-term assets              |  |   | 855     |  
|Current liabilities           |  |   | (10,939 | )
|Long-term liabilities         |  |   | (42,145 | )
|                              |  |   |         |  
|                              |  | $ | 221,482 |  
|                              |  |   |         |  

In connection with the purchase accounting related to the acquisition of Phoenix
Color, the intangible assets and goodwill approximated $206.2 million which consisted of:



|                       |  |   |        
|---------------------- |  | - | -------
|In thousands           |  |  
|Customer relationships |  | $ | 104,000
|Trademarks             |  |   | 18,000 
|Restrictive covenants  |  |   | 16,267 
|Goodwill               |  |   | 67,946 
|                       |  |   |        
|                       |  | $ | 206,213
|                       |  |   |        

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

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. | Comprehensive Income
|-- | --------------------

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



|                                                           |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------- | -------------- |  | - | ----------------- | - |  | - | ------ | -
|                                                           |  | Three months ended |        |   | Nine months ended |  
|In thousands                                               |  | October 3,2009     |        |   | September 27,2008 |   |         | October 3,2009 |  |   | September 27,2008 |  
|Net (loss) income                                          |  | $                  | (8,090 | ) |                   | $ | (11,062 | )              |  | $ | 61,858            |   |  | $ | 62,227 |  
|Change in cumulative translation adjustment                |  |                    | 205    |   |                   |   | 1,930   |                |  |   | 966               |   |  |   | 2,715  |  
|Pension and other postretirement benefit plans, net of tax |  |                    | (151   | ) |                   |   | (241    | )              |  |   | (453              | ) |  |   | (480   | )
|                                                           |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |        |  
|Comprehensive (loss) income                                |  | $                  | (8,036 | ) |                   | $ | (9,373  | )              |  | $ | 62,371            |   |  | $ | 64,462 |  
|                                                           |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |        |  



13



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##### Table of Contents

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



|                                                           |  |                    |      |   |                   |   |        |                |  |   |                   |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------ | ---- | - | ----------------- | - | ------ | -------------- |  | - | ----------------- | - |  | - | ------ | -
|                                                           |  | Three months ended |      |   | Nine months ended |  
|In thousands                                               |  | October 3,2009     |      |   | September 27,2008 |   |        | October 3,2009 |  |   | September 27,2008 |  
|Net income (loss)                                          |  | $                  | 828  |   |                   | $ | (1,901 | )              |  | $ | 89,402            |   |  | $ | 89,614 |  
|Change in cumulative translation adjustment                |  |                    | 205  |   |                   |   | 1,930  |                |  |   | 966               |   |  |   | 2,715  |  
|Pension and other postretirement benefit plans, net of tax |  |                    | (151 | ) |                   |   | (241   | )              |  |   | (453              | ) |  |   | (480   | )
|                                                           |  |                    |      |   |                   |   |        |                |  |   |                   |   |  |   |        |  
|Comprehensive income (loss)                                |  | $                  | 882  |   |                   | $ | (212   | )              |  | $ | 89,915            |   |  | $ | 91,849 |  
|                                                           |  |                    |      |   |                   |   |        |                |  |   |                   |   |  |   |        |  



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

Net accounts receivable were comprised of the following:



|                                |  |                |         |   |                |   |         |  
|------------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | -
|In thousands                    |  | October 3,2009 |         |   | January 3,2009 |  
|Trade receivables               |  | $              | 135,971 |   |                | $ | 151,250 |  
|Allowance for doubtful accounts |  |                | (4,912  | ) |                |   | (4,308  | )
|Allowance for sales returns     |  |                | (4,683  | ) |                |   | (8,023  | )
|                                |  |                |         |   |                |   |         |  
|Accounts receivable, net        |  | $              | 126,376 |   |                | $ | 138,919 |  
|                                |  |                |         |   |                |   |         |  

Net inventories were comprised of the following:



|                           |  |                |        |                |   |        
|-------------------------- |  | -------------- | ------ | -------------- | - | -------
|In thousands               |  | October 3,2009 |        | January 3,2009
|Raw materials and supplies |  | $              | 33,780 |                | $ | 43,491 
|Work-in-process            |  |                | 29,179 |                |   | 33,990 
|Finished goods             |  |                | 27,125 |                |   | 26,745 
|                           |  |                |        |                |   |        
|Inventories                |  | $              | 90,084 |                | $ | 104,226
|                           |  |                |        |                |   |        

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 $32.5 million in dollar value in consigned inventory. As required by the terms of this agreement, the Company does not take title to consigned inventory until
payment. Accordingly, the Company does not include the value of consigned inventory or the corresponding liability in its financial statements. The value of consigned inventory at October 3, 2009 and January 3, 2009 was $24.3
million and $22.2 million, respectively. The agreement does not have a stated term, and it can be terminated by either party upon 60 days written notice. Additionally, the Company expensed consignment fees related to this facility of $0.1 million
for each of the three-month periods ended October 3, 2009 and September 27, 2008. The consignment fees expensed for the nine months ended October 3, 2009 and September 27, 2008 were $0.4 and $0.5 million, respectively. The
obligations under the consignment agreement are guaranteed by Visant.



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

ASC 820 defines fair value 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.



14



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##### Table of Contents

In addition to defining fair value, ASC 820 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.

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 nine months ended October 3, 2009, assets that were recorded at fair value on a nonrecurring basis were as a result of
impairment charges. The Company recorded impairment charges of approximately $6.0 million mainly in connection with the closures of the Winston-Salem, North Carolina facility, the Pennsauken, New Jersey facilities and the Attleboro, Massachusetts
facility. The fair value for the long-lived assets held and used was based on the present value of discounted cash flows based on the highest and best use as well as third party quotes obtained in the open market. The fair value for the long-lived
assets held for sale was based on quoted purchase agreements with third parties. The following table provides information by level for non-financial assets and liabilities that were measured at fair value during 2009 as defined by ASC 820 on a
nonrecurring basis.



|                                |  |                |       |                                                           |  |                                          |   |                                      |  |   |       |  |   |      
|------------------------------- |  | -------------- | ----- | --------------------------------------------------------- |  | ---------------------------------------- | - | ------------------------------------ |  | - | ----- |  | - | -----
|                                |  |                |       | Fair Value Measurements Using                             |  | Total(Gain)/Loss                        
|                                |  | Fair Value     |       | Quoted Prices in ActiveMarket for Identical AssetsLevel
1 |  | Significant OtherObservable InputLevel 2 |   | SignificantUnobservableInputsLevel 3 | 
|In thousands                    |  | October 3,2009 |       |                                                           |  |                                         
|Long-lived assets held and used |  | $              | 3,285 |                                                           |  |                                          |   |                                      |  | $ | 3,285 |  | $ | 4,219
|Long-lived assets held for sale |  | $              | 3,800 |                                                           |  |                                          | $ | 3,800                                |  |   |       |  | $ | 1,817

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 as required by ASC 825. As of October 3, 2009, the fair value of the
Holdings discount notes, Holdings senior notes and Visant senior subordinated notes was based on 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 $255.9 million at October 3, 2009. The fair value of the Holdings senior notes, with a principal amount of $350 million, approximated
$356.1 million at October 3, 2009. The fair value of the Visant senior subordinated notes, with a principal amount of $500 million, approximated $495.0 million at October 3, 2009. The fair value of the Term Loan C facility, with a
principal amount of $316.5 million, approximated $314.9 million at October 3, 2009. Refer to Note 10, Debt, for additional disclosure in relation to the debt instruments.



15



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##### Table of Contents

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

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



|                               |  |                |           |  
|------------------------------ |  | -------------- | --------- | -
|In thousands                   |  | October 3,2009 |          
|Balance at beginning of period |  | $              | 1,006,014 |  
|Reduction in goodwill          |  |                | (1,843    | )
|Currency translation           |  |                | 122       |  
|                               |  |                |           |  
|Balance at end of period       |  | $              | 1,004,293 |  
|                               |  |                |           |  

Reduction in goodwill during the nine months ended October 3, 2009 related to the finalization
of the Phoenix Color purchase price allocation that primarily related to a return of cash in escrow that reduced the purchase price.

Goodwill
has been allocated to our reporting segments as follows:



|                                  |  |                |           |                |   |          
|--------------------------------- |  | -------------- | --------- | -------------- | - | ---------
|In thousands                      |  | October 3,2009 |           | January 3,2009
|Scholastic                        |  | $              | 305,958   |                | $ | 305,806  
|Memory Book                       |  |                | 391,377   |                |   | 391,407  
|Marketing and Publishing Services |  |                | 306,958   |                |   | 308,801  
|                                  |  |                |           |                |   |          
|                                  |  | $              | 1,004,293 |                | $ | 1,006,014
|                                  |  |                |           |                |   |          

Information regarding other intangible assets is as follows:



|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|------------------------------ |  | -------------------- |  | ------------------- | ------- | ----------------------- | - | -------- | --- |  | ------------------- | ------- | ----------------------- | - | ------- | --- | - | -------- | - |  | - | -------
|                               |  |                      |  | October 3, 2009     |         | January 3, 2009        
|In thousands                   |  | Estimateduseful life |  | Grosscarryingamount |         | Accumulatedamortization |   |          | Net |  | Grosscarryingamount |         | Accumulatedamortization |   |         | Net
|School relationships           |  | 10 years             |  | $                   | 330,000 |                         | $ | (204,195 | )   |  | $                   | 125,805 |                         | $ | 330,000 |     | $ | (179,540 | ) |  | $ | 150,460
|Internally developed software  |  | 2 to 5 years         |  |                     | 10,700  |                         |   | (10,700  | )   |  |                     |        |                         |   | 10,700  |     |   | (10,700  | ) |  |   |       
|Patented/unpatented technology |  | 3 years              |  |                     | 20,110  |                         |   | (17,471  | )   |  |                     | 2,639   |                         |   | 20,029  |     |   | (16,721  | ) |  |   | 3,308  
|Customer relationships         |  | 4 to 40 years        |  |                     | 162,585 |                         |   | (30,896  | )   |  |                     | 131,689 |                         |   | 161,313 |     |   | (22,415  | ) |  |   | 138,898
|Restrictive covenants          |  | 3 to 10 years        |  |                     | 84,171  |                         |   | (48,291  | )   |  |                     | 35,880  |                         |   | 91,241  |     |   | (49,925  | ) |  |   | 41,316 
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  |                     | 607,566 |                         |   | (311,553 | )   |  |                     | 296,013 |                         |   | 613,283 |     |   | (279,301 | ) |  |   | 333,982
|Trademarks                     |  | Indefinite           |  |                     | 268,480 |                         |   |         |     |  |                     | 268,480 |                         |   | 268,480 |     |   |         |   |  |   | 268,480
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  | $                   | 876,046 |                         | $ | (311,553 | )   |  | $                   | 564,493 |                         | $ | 881,763 |     | $ | (279,301 | ) |  | $ | 602,462
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        

Amortization expense related to other intangible assets was $14.6 million and $15.2
million for the three months ended October 3, 2009 and September 27, 2008, respectively. For the nine months ended October 3, 2009 and September 27, 2008, amortization expense related to other intangible assets was $43.4
million and $42.9 million, respectively. During the nine-month period of 2009, approximately $11.1 million of fully amortized restrictive covenants was written off.

Based on intangible assets in service as of October 3, 2009, estimated amortization expense for the remainder of 2009 and each of the five succeeding fiscal years is $14.5 million, $55.4 million,
$52.1 million, $49.6 million, $32.4 million and $11.5 million, respectively.



16



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##### Table of Contents

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

Debt consists of
the following:



|                                                                                                                                                                            |  |                |           |                |   |          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | -------------- | - | ---------
|In thousands                                                                                                                                                                |  | October 3,2009 |           | January 3,2009
|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, 2.32% at October 3, 2009 and 2.45% at January 3, 2009, 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 under revolving credit facilities                                                                                                                                |  |                | 4,500     |                |   | 137,000  
|Borrowings related to equipment financing arrangements                                                                                                                      |  |                | 796       |                |   |         
|                                                                                                                                                                            |  |                |           |                |   |          
|                                                                                                                                                                            |  | $              | 1,418,996 |                | $ | 1,550,700
|                                                                                                                                                                            |  |                |           |                |   |          

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

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



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



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

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

Amounts borrowed under the term loan facilities that are repaid or prepaid may not be reborrowed. Visants senior
secured facilities allow 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.



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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.

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.



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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 October 3, 2009, the Company was in compliance with all covenants under its material debt
obligations.

Also outstanding as of October 3, 2009 were approximately $14.1 million in the form of letters of credit
and $4.5 million in short-term borrowings, leaving $81.4 million available under the revolving credit facilities at such date. Additionally, the Company had $0.8 million outstanding in short-term borrowings at such date under equipment financing
arrangements through its subsidiaries.



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

The Company may enter into or purchase derivative financial instruments principally to manage interest rate, foreign currency exchange and commodities exposures. Forward foreign currency exchange
contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in Euros. As of October 3, 2009 and January 3, 2009, there were no contracts related to these activities outstanding.



|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
October 3, 2009, the Company had purchase commitments totaling $6.0 million with delivery dates occurring through 2010. The forward purchase contracts are considered normal purchases and therefore are not subject to the requirements of ASC 815.

Environmental

Our operations are subject to a wide variety of federal, state, local and foreign laws and regulations governing emissions to air, discharges to waters, 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 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. However, Customs allegations indicate that Jostens committed a technical oversight in the classification used by Jostens in claiming the preferential tariff treatment. Through its prior disclosure
to Customs, Jostens addressed this technical oversight and asserted that the merchandise did in fact qualify for duty-free tariff treatment under NAFTA and that there is no associated loss of revenue. In a series of communications received from
Customs 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



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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 has withdrawn 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 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, to June 20, 2010. Jostens
intends to continue to vigorously defend its position and has recorded no accrual for any additional potential liability pending further communication with Customs. It is not clear what Customs final position will be with respect to the
alleged tariff classification errors or that Jostens will not be foreclosed from receiving duty free treatment for the subject imports. Jostens may not be successful in its defense, and the disposition of this matter may have a material effect on
our business, financial condition and results of operations.

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 nine months ended October 3, 2009 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 2009
are 39.0% and 38.4% for Holdings and Visant, respectively, before consideration of the effects of $0.4 million of net tax and interest expense accruals for unrecognized tax benefits and $1.6 million of other net income tax adjustments considered a
current period tax benefit. The other net income tax adjustments, considered a current period tax benefit, consisted of $1.2 million of tax benefit for Visant and $0.4 million of tax benefit for Holdings on a separate company basis resulting in a
consolidated income tax benefit of $1.6 million. The current period tax adjustments included the favorable effect of filing an amended return for Phoenix Color related to a pre-acquisition period, an adjustment to reflect tax rates at which the
Company expects deferred tax assets and liabilities to be realized or settled in the future as a result of changes in certain state income tax filing regulations, and the effects of filing the Companys 2008 federal income tax return. The
combined effect of the annual estimated consolidated tax rates and the net current period tax adjustments resulted in effective tax rates of 37.8% for both Holdings and Visant for the nine-month period ended October 3, 2009.

For the comparable nine-month period ended September 27, 2008, the effective rates of income tax expense for Holdings and Visant were
39.0% and 38.1%, respectively.

In May 2009, 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 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 that there will be a material adverse tax effect because the Companys repatriation practice is to distribute
substantially all of its non-U.S. earnings on an annual basis.

As described in Note 5, Acquisitions, the Company,
through a merger, acquired the common stock of Phoenix Color on April 1, 2008. In connection with the acquisition and the related reduction of purchase price recorded during the nine months ended October 3, 2009, the Company recorded net
deferred tax liabilities of $21.7 million including $11.6 million of deferred tax assets for the value of federal and state net operating loss carryforwards. During the nine months ended October 3, 2009, the Company was advised that an amended
tax return was required for a pre-acquisition period for Phoenix Color. As a result of filing the amended tax return, the Company recorded a $0.6 million tax benefit as part of its consolidated current period tax adjustments which increased the
acquired net operating loss by $1.5 million. After adjusting for the effects of the amended pre-acquisition tax return, the adjusted acquired federal net operating loss was approximately $32.3 million. As of January 3, 2009, the adjusted
remaining net operating loss carryforward was approximately $30.2 million which expires in years 2019 through 2027.



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During the nine months ended October 3, 2009, the Company provided net tax and interest
accruals for unrecognized tax benefits of $0.4 million consisting of $4.7 million of current income tax expense and $4.3 million of deferred income tax benefit. The Companys unrecognized tax benefit liability is included in other noncurrent
liabilities and at October 3, 2009, totaled $20.5 million, including interest and penalty accruals of $2.8 million. At January 3, 2009, the Companys unrecognized tax benefit liability totaled $16.0 million, including interest and
penalty accruals of $2.3 million.

The Companys income tax filings for 2004 to 2008 are subject to examination in the
U.S. federal tax jurisdiction. During the nine months ended October 3, 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 2003 to 2008 periods, none of which was individually material. During the nine months ended October 3, 2009, the
Company filed a notice of objection with the Canadian Revenue Agency (CRA) in connection with the CRAs reassessment of tax years 1996 and 1997. The Company has filed requests with the U.S. and Canadian tax authorities seeking
relief from double taxation in connection with CRAs proposed transfer price adjustments. 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 $7.9 million.



|14. | 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      |  
|In thousands                              |  | October 3,2009     |         |   | September 27,2008       |   |         | October 3,2009 |  |   | September 27,2008 |  
|Service cost                              |  | $                  | 1,212   |   |                         | $ | 1,399   |                |  | $ | 2                 |   |  | $ | 3    |  
|Interest cost                             |  |                    | 4,324   |   |                         |   | 4,124   |                |  |   | 31                |   |  |   | 34   |  
|Expected return on plan assets            |  |                    | (6,471  | ) |                         |   | (6,490  | )              |  |   |                  |   |  |   |     |  
|Amortization of prior service cost        |  |                    | (186    | ) |                         |   | (186    | )              |  |   | (69               | ) |  |   | (69  | )
|Amortization of net actuarial (gain) loss |  |                    |        |   |                         |   | (6      | )              |  |   | 6                 |   |  |   | 3    |  
|                                          |  |                    |         |   |                         |   |         |                |  |   |                   |   |  |   |      |  
|Net periodic benefit income               |  | $                  | (1,121  | ) |                         | $ | (1,159  | )              |  | $ | (30               | ) |  | $ | (29  | )
|                                          |  |                    |         |   |                         |   |         |                |  |   |                   |   |  |   |      |  
|                                          |  |                   
|                                          |  | Pension benefits   |         |   | Postretirement benefits |  
|                                          |  | Nine months ended  |         |   | Nine months ended       |  
|In thousands                              |  | October 3,2009     |         |   | September 27,2008       |   |         | October 3,2009 |  |   | September 27,2008 |  
|Service cost                              |  | $                  | 3,636   |   |                         | $ | 4,197   |                |  | $ | 6                 |   |  | $ | 9    |  
|Interest cost                             |  |                    | 12,972  |   |                         |   | 12,372  |                |  |   | 93                |   |  |   | 102  |  
|Expected return on plan assets            |  |                    | (19,413 | ) |                         |   | (19,470 | )              |  |   |                  |   |  |   |     |  
|Amortization of prior service cost        |  |                    | (558    | ) |                         |   | (558    | )              |  |   | (207              | ) |  |   | (207 | )
|Amortization of net actuarial (gain) loss |  |                    |        |   |                         |   | (18     | )              |  |   | 18                |   |  |   | 9    |  
|                                          |  |                    |         |   |                         |   |         |                |  |   |                   |   |  |   |      |  
|Net periodic benefit income               |  | $                  | (3,363  | ) |                         | $ | (3,477  | )              |  | $ | (90               | ) |  | $ | (87  | )
|                                          |  |                    |         |   |                         |   |         |                |  |   |                   |   |  |   |      |  

As of January 3, 2009, the Company did not expect to have an obligation to
contribute to its qualified pension plans in 2009 due to the funded status of the plans. This expectation had not changed as of October 3, 2009, but the Company continues to monitor its obligation in light of market conditions. For the nine
months ended October 3, 2009, the Company did not make any contributions to its qualified pension plans and contributed $1.6 million and $0.2 million to its non-qualified pension plans and postretirement welfare plans, respectively. The
contributions to the non-qualified pension were consistent with the amounts anticipated as of January 3, 2009. The contributions to the postretirement welfare plans were slightly less than the amounts disclosed as of January 3, 2009.



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

The 2003 Stock Incentive Plan (the 2003 Plan) was approved by the Board of Directors and was 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 October 3, 2009, there were 288,010 shares available for grant under the 2003 Plan. Pursuant to the 2003 Plan, the maximum grant to any one person may 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 the Stockholders Agreement dated July 29, 2003, by and among the Company and certain holders of the capital stock of the Company. Participants
under the 2003 Plan also agree to certain restrictive covenants with respect to confidential information of the Company and non-competition in connection with their receipt of options. All outstanding options to purchase Holdings common stock
continued following the closing of the Transactions.

In connection with the 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 October 3, 2009, there
were 94,363 shares available for grant under the 2004 Plan. Shares related to grants that are forfeited, terminated, cancelled or expire unexercised become available for new grants. Under his employment agreement, Mr. Marc L. Reisch, the
Chairman of our Board of Directors and our Chief Executive Officer and President, received awards of stock options and restricted stock under the 2004 Plan. Additional members of management have also received grants under the 2004 Plan. Option
grants consist of time options, which vest and become exercisable in annual installments through 2009, and/or performance options, which vest and become exercisable following the date of grant based upon the achievement of
certain EBITDA and other performance targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance
in a subsequent fiscal year satisfies cumulative performance targets. Upon the occurrence of a change in control (as defined under the 2004 Plan), the unvested portion of any time option will immediately become vested and exercisable,
and the vesting and exercisability of the unvested portion of any performance option may accelerate if certain EBITDA or other performance measures have been satisfied. A change in control under the 2004 Plan is defined as: (i) the
sale (in one or a series of transactions) of all or substantially all of the assets of Holdings to an unaffiliated person; (ii) a sale (in one transaction or a series of transactions) resulting in more than 50% of the voting stock of Holdings
being held by an unaffiliated person; (iii) a merger, consolidation, recapitalization or reorganization of Holdings with or into an unaffiliated person, in each case, 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 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



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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 a sale participation agreement. As of October 3, 2009, there were 257,982 options vested under the 2004 Plan and 31,295 options unvested and subject to vesting.

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 $0.2 million for both of the three-month periods ended October 3, 2009 and September 27, 2008, which is
included in selling and administrative expenses. Stock-based compensation expense totaled $0.6 million and $0.5 million for the nine-month periods ended October 3, 2009 and September 27, 2008, respectively.

During the nine-month period ended September 27, 2008, Holdings issued, subject to vesting, a total of 2,600 restricted shares of
Holdings Class A Common Stock to three officers of the Company under the 2004 Plan.

For the nine-month period
ended October 3, 2009, the Company did not grant options under the 2004 Plan. During the nine-month period ended September 27, 2008, the Company granted an aggregate of 4,403 options under the 2004 Plan to certain employees of the Company
or its subsidiaries. The per-share weighted-average fair value of stock options granted during the quarter ended September 27, 2008 was $53.73 on the date of grant using the Black-Scholes option pricing model. The following key assumptions were
used to value options issued:



|                        |  |           |  
|----------------------- |  | --------- | -
|                        |  | 2008      |  
|Expected Life           |  | 6.3 years |  
|Expected Volatility     |  | 28.8      | %
|Dividend yield          |  |          |  
|Risk-free interest rate |  | 3.1       | %

The following table summarizes stock option activity for Holdings:



|                                              |  |         |   |  |                                 |       
|--------------------------------------------- |  | ------- | - |  | ------------------------------- | ------
|Options in thousands                          |  | Options |   |  | Weighted -averageexercise price
|Outstanding at January 3, 2009                |  | 341     |   |  | $                               | 46.66 
|Exercised                                     |  | (41     | ) |  | $                               | 36.52 
|Granted                                       |  |        |   |  | $                               |      
|Forfeited                                     |  | (1      | ) |  | $                               | 248.25
|Cancelled                                     |  |        |   |  | $                               |      
|                                              |  |         |   |  |                                 |       
|Outstanding at October 3, 2009                |  | 299     |   |  | $                               | 47.64 
|                                              |  |         |   |  |                                 |       
|Vested or expected to vest at October 3, 2009 |  | 299     |   |  | $                               | 47.64 
|                                              |  |         |   |  |                                 |       
|Exercisable at October 3, 2009                |  | 268     |   |  | $                               | 44.20 
|                                              |  |         |   |  |                                 |       

The weighted average remaining contractual life of outstanding options at
October 3, 2009 was approximately 5.9 years.



|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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table presents information on Holdings by
business segment:



|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Three months ended |         |   |                   |   |         |          | 
|In thousands                      |  | October 3,2009     |         |   | September 27,2008 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 43,232  |   |                   | $ | 45,824  |          |  | $ | (2,592   | ) |  | (5.7  | %)
|Memory Book                       |  |                    | 77,690  |   |                   |   | 74,900  |          |  |   | 2,790    |   |  | 3.7   | % 
|Marketing and Publishing Services |  |                    | 114,979 |   |                   |   | 136,163 |          |  |   | (21,184  | ) |  | (15.6 | %)
|Inter-segment eliminations        |  |                    |        |   |                   |   | (151    | )        |  |   | 151      |   |  | NM    |   
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 235,901 |   |                   | $ | 256,736 |          |  | $ | (20,835  | ) |  | (8.1  | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Operating (loss) income           |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | (17,033 | ) |                   | $ | (17,981 | )        |  | $ | 948      |   |  | 5.3   | % 
|Memory Book                       |  |                    | 11,691  |   |                   |   | 10,121  |          |  |   | 1,570    |   |  | 15.5  | % 
|Marketing and Publishing Services |  |                    | 18,041  |   |                   |   | 20,176  |          |  |   | (2,135   | ) |  | (10.6 | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 12,699  |   |                   | $ | 12,316  |          |  | $ | 383      |   |  | 3.1   | % 
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Depreciation and Amortization     |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 6,943   |   |                   | $ | 6,667   |          |  | $ | 276      |   |  | 4.1   | % 
|Memory Book                       |  |                    | 9,687   |   |                   |   | 9,556   |          |  |   | 131      |   |  | 1.4   | % 
|Marketing and Publishing Services |  |                    | 8,524   |   |                   |   | 10,009  |          |  |   | (1,485   | ) |  | (14.8 | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|                                  |  | $                  | 25,154  |   |                   | $ | 26,232  |          |  | $ | (1,078   | ) |  | (4.1  | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful



24



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|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|--------------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Nine months ended |           |   |                   |   |           |          | 
|In thousands                      |  | October 3,2009    |           |   | September 27,2008 |   |           | $ Change |  |   | % Change |  
|Net sales                         |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 324,986   |   |                   | $ | 328,471   |          |  | $ | (3,485   | ) |  | (1.1  | %)
|Memory Book                       |  |                   | 369,470   |   |                   |   | 366,990   |          |  |   | 2,480    |   |  | 0.7   | % 
|Marketing and Publishing Services |  |                   | 306,090   |   |                   |   | 377,007   |          |  |   | (70,917  | ) |  | (18.8 | %)
|Inter-segment eliminations        |  |                   | (273      | ) |                   |   | (1,058    | )        |  |   | 785      |   |  | NM    |   
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|                                  |  | $                 | 1,000,273 |   |                   | $ | 1,071,410 |          |  | $ | (71,137  | ) |  | (6.6  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Operating income                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 28,919    |   |                   | $ | 19,820    |          |  | $ | 9,099    |   |  | 45.9  | % 
|Memory Book                       |  |                   | 119,523   |   |                   |   | 117,511   |          |  |   | 2,012    |   |  | 1.7   | % 
|Marketing and Publishing Services |  |                   | 36,482    |   |                   |   | 57,942    |          |  |   | (21,460  | ) |  | (37.0 | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|                                  |  | $                 | 184,924   |   |                   | $ | 195,273   |          |  | $ | (10,349  | ) |  | (5.3  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Depreciation and Amortization     |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 21,114    |   |                   | $ | 20,020    |          |  | $ | 1,094    |   |  | 5.5   | % 
|Memory Book                       |  |                   | 29,276    |   |                   |   | 28,170    |          |  |   | 1,106    |   |  | 3.9   | % 
|Marketing and Publishing Services |  |                   | 25,519    |   |                   |   | 27,769    |          |  |   | (2,250   | ) |  | (8.1  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|                                  |  | $                 | 75,909    |   |                   | $ | 75,959    |          |  | $ | (50      | ) |  | (0.1  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   

NM = Not meaningful



|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 $0.8 million of advisory fees from the Sponsors for each of the three-month periods ended October 3, 2009 and September 27, 2008.
For each of the nine months ended October 3, 2009 and September 27, 2008, the Company incurred $2.5 million of advisory fees from the Sponsors. 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

The Company from time to time transacts business with affiliates of its Sponsors. The Company has retained Capstone Consulting to provide
certain of its businesses with consulting services primarily to identify and advise on potential opportunities to improve operating efficiencies and other strategic efforts within the businesses. There were no services rendered or payments made for
the three- and nine-month periods ended October 3, 2009. The Company paid $0.1 million for the three months ended September 27, 2008 and $0.4 million for the nine months ended September 27, 2008 for services provided by Capstone.
Capstone routinely works with KKR portfolio companies to identify and implement operational improvements. In March 2005, an affiliate of Capstone Consulting invested $1.3 million in Holdings Class A Common Stock and was granted
13,527 options to purchase Holdings Class A Common Stock, with an exercise price of $96.10401 per share under the 2004 Plan (the exercise price was reduced in connection with the dividend paid by Holdings to its stockholders on
April 4, 2006, to $39.07 per share). As of the end of 2007, these options were fully vested and exercisable.



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Further, 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 the Company may purchase products and services from certain vendors through CoreTrust on the terms established between CoreTrust and each vendor. An affiliate of KKR is party to an agreement with CoreTrust which permits certain KKR affiliates,
including us, access to CoreTrusts group purchasing program. CoreTrust receives payment of fees for administrative and other services provided by CoreTrust from certain vendors based on products and services purchased by us and other parties,
and CoreTrust shares a portion of such fees with the KKR affiliate.



|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.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three Months Ended October 3, 2009



|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                     |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |        
|Net sales                                        |  | $      |        |   |            | $ | 225,852 |                |  | $            | 16,464 |  | $     | (6,415  | ) |  | $ | 235,901 |  
|Cost of products sold                            |  |        |        |   |            |   | 124,445 |                |  |              | 10,216 |  |       | (6,590  | ) |  |   | 128,071 |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        |        |   |            |   | 101,407 |                |  |              | 6,248  |  |       | 175     |   |  |   | 107,830 |  
|Selling and administrative expenses              |  |        | (153    | ) |            |   | 88,987  |                |  |              | 3,883  |  |       |        |   |  |   | 92,717  |  
|Gain on sale of assets                           |  |        |        |   |            |   | (223    | )              |  |              |       |  |       |        |   |  |   | (223    | )
|Special charges                                  |  |        | (1      | ) |            |   | 2,374   |                |  |              | 22     |  |       |        |   |  |   | 2,395   |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Operating income                                 |  |        | 154     |   |            |   | 10,269  |                |  |              | 2,343  |  |       | 175     |   |  |   | 12,941  |  
|Interest expense, net                            |  |        | 16,665  |   |            |   | 10,535  |                |  |              | 18     |  |       | (13,799 | ) |  |   | 13,419  |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (16,511 | ) |            |   | (266    | )              |  |              | 2,325  |  |       | 13,974  |   |  |   | (478    | )
|(Benefit from) provision for income taxes        |  |        | (835    | ) |            |   | (1,306  | )              |  |              | 767    |  |       | 68      |   |  |   | (1,306  | )
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income from operations                    |  |        | (15,676 | ) |            |   | 1,040   |                |  |              | 1,558  |  |       | 13,906  |   |  |   | 828     |  
|Equity (earnings) loss in subsidiary, net of tax |  |        | (16,504 | ) |            |   | (1,558  | )              |  |              |       |  |       | 18,062  |   |  |   |        |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Net income                                       |  | $      | 828     |   |            | $ | 2,598   |                |  | $            | 1,558  |  | $     | (4,156  | ) |  | $ | 828     |  
|                                                 |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended September 27, 2008



|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                     |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net sales                                        |  | $      |        |   |            | $ | 249,064 |                |  | $ | 18,550       |   |  | $     | (10,878 | ) |  | $ | 256,736 |  
|Cost of products sold                            |  |        |        |   |            |   | 142,217 |                |  |   | 12,532       |   |  |       | (10,681 | ) |  |   | 144,068 |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        |        |   |            |   | 106,847 |                |  |   | 6,018        |   |  |       | (197    | ) |  |   | 112,668 |  
|Selling and administrative expenses              |  |        | (108    | ) |            |   | 90,287  |                |  |   | 4,269        |   |  |       |        |   |  |   | 94,448  |  
|Gain on sale of assets                           |  |        |        |   |            |   | (96     | )              |  |   |             |   |  |       |        |   |  |   | (96     | )
|Special charges                                  |  |        |        |   |            |   | 5,865   |                |  |   | (163         | ) |  |       |        |   |  |   | 5,702   |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income                                 |  |        | 108     |   |            |   | 10,791  |                |  |   | 1,912        |   |  |       | (197    | ) |  |   | 12,614  |  
|Interest expense, net                            |  |        | 17,765  |   |            |   | 14,205  |                |  |   | 5            |   |  |       | (15,178 | ) |  |   | 16,797  |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (17,657 | ) |            |   | (3,414  | )              |  |   | 1,907        |   |  |       | 14,981  |   |  |   | (4,183  | )
|(Benefit from) provision for income taxes        |  |        | (1,508  | ) |            |   | (1,927  | )              |  |   | 1,230        |   |  |       | (77     | ) |  |   | (2,282  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) income from operations                    |  |        | (16,149 | ) |            |   | (1,487  | )              |  |   | 677          |   |  |       | 15,058  |   |  |   | (1,901  | )
|Equity (earnings) loss in subsidiary, net of tax |  |        | (14,248 | ) |            |   | (677    | )              |  |   |             |   |  |       | 14,925  |   |  |   |        |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net (loss) income                                |  | $      | (1,901  | ) |            | $ | (810    | )              |  | $ | 677          |   |  | $     | 133     |   |  | $ | (1,901  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended October 3, 2009



|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | -------- | - |  | - | --------- | -
|In thousands                                     |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |         
|Net sales                                        |  | $      |         |   |            | $ | 976,222 |                |  | $            | 41,010 |  | $     | (16,959  | ) |  | $ | 1,000,273 |  
|Cost of products sold                            |  |        |         |   |            |   | 453,750 |                |  |              | 25,384 |  |       | (16,792  | ) |  |   | 462,342   |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|Gross profit                                     |  |        |         |   |            |   | 522,472 |                |  |              | 15,626 |  |       | (167     | ) |  |   | 537,931   |  
|Selling and administrative expenses              |  |        | (398     | ) |            |   | 327,883 |                |  |              | 10,286 |  |       |         |   |  |   | 337,771   |  
|Gain on sale of assets                           |  |        |         |   |            |   | (453    | )              |  |              |       |  |       |         |   |  |   | (453      | )
|Special charges                                  |  |        | (1       | ) |            |   | 14,795  |                |  |              | 22     |  |       |         |   |  |   | 14,816    |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|Operating income                                 |  |        | 399      |   |            |   | 180,247 |                |  |              | 5,318  |  |       | (167     | ) |  |   | 185,797   |  
|Interest expense, net                            |  |        | 50,045   |   |            |   | 31,686  |                |  |              | 146    |  |       | (39,902  | ) |  |   | 41,975    |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|(Loss) income before income taxes                |  |        | (49,646  | ) |            |   | 148,561 |                |  |              | 5,172  |  |       | 39,735   |   |  |   | 143,822   |  
|(Benefit from) provision for income taxes        |  |        | (1,387   | ) |            |   | 54,355  |                |  |              | 1,517  |  |       | (65      | ) |  |   | 54,420    |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|(Loss) income from operations                    |  |        | (48,259  | ) |            |   | 94,206  |                |  |              | 3,655  |  |       | 39,800   |   |  |   | 89,402    |  
|Equity (earnings) loss in subsidiary, net of tax |  |        | (137,661 | ) |            |   | (3,655  | )              |  |              |       |  |       | 141,316  |   |  |   |          |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  
|Net income                                       |  | $      | 89,402   |   |            | $ | 97,861  |                |  | $            | 3,655  |  | $     | (101,516 | ) |  | $ | 89,402    |  
|                                                 |  |        |          |   |            |   |         |                |  |              |        |  |       |          |   |  |   |           |  



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended September 27, 2008



|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|------------------------------------------------ |  | ------ | -------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | --------- | -
|In thousands                                     |  | Visant |          |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net sales                                        |  | $      |         |   |            | $ | 1,042,823 |                |  | $ | 50,759       |   |  | $     | (22,172 | ) |  | $ | 1,071,410 |  
|Cost of products sold                            |  |        |         |   |            |   | 513,416   |                |  |   | 31,806       |   |  |       | (21,856 | ) |  |   | 523,366   |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|Gross profit                                     |  |        |         |   |            |   | 529,407   |                |  |   | 18,953       |   |  |       | (316    | ) |  |   | 548,044   |  
|Selling and administrative expenses              |  |        | (412     | ) |            |   | 330,090   |                |  |   | 12,897       |   |  |       |        |   |  |   | 342,575   |  
|Gain on sale of assets                           |  |        |         |   |            |   | (94       | )              |  |   |             |   |  |       |        |   |  |   | (94       | )
|Special charges                                  |  |        |         |   |            |   | 9,751     |                |  |   | (163         | ) |  |       |        |   |  |   | 9,588     |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|Operating income                                 |  |        | 412      |   |            |   | 189,660   |                |  |   | 6,219        |   |  |       | (316    | ) |  |   | 195,975   |  
|Interest expense, net                            |  |        | 53,386   |   |            |   | 43,594    |                |  |   | 70           |   |  |       | (45,758 | ) |  |   | 51,292    |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|(Loss) income before income taxes                |  |        | (52,974  | ) |            |   | 146,066   |                |  |   | 6,149        |   |  |       | 45,442  |   |  |   | 144,683   |  
|(Benefit from) provision for income taxes        |  |        | (957     | ) |            |   | 53,385    |                |  |   | 2,764        |   |  |       | (123    | ) |  |   | 55,069    |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|(Loss) income from operations                    |  |        | (52,017  | ) |            |   | 92,681    |                |  |   | 3,385        |   |  |       | 45,565  |   |  |   | 89,614    |  
|Equity (earnings) loss in subsidiary, net of tax |  |        | (141,631 | ) |            |   | (3,385    | )              |  |   |             |   |  |       | 145,016 |   |  |   |          |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  
|Net income                                       |  | $      | 89,614   |   |            | $ | 96,066    |                |  | $ | 3,385        |   |  | $     | (99,451 | ) |  | $ | 89,614    |  
|                                                 |  |        |          |   |            |   |           |                |  |   |              |   |  |       |         |   |  |   |           |  



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CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

October 3, 2009



|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|----------------------------------------------- |  | ------ | --------- | - | ---------- | - | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                    |  | Visant |           |   | Guarantors |   | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                          |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                       |  | $      | 4,639     |   |            | $ | 1,988          |  | $ | 3,155        |   |  | $     |           |   |  | $ | 9,782    
|Accounts receivable, net                        |  |        | 872       |   |            |   | 114,308        |  |   | 11,196       |   |  |       |           |   |  |   | 126,376  
|Inventories, net                                |  |        |          |   |            |   | 88,023         |  |   | 2,298        |   |  |       | (237       | ) |  |   | 90,084   
|Salespersons overdrafts, net                    |  |        |          |   |            |   | 28,123         |  |   | 870          |   |  |       |           |   |  |   | 28,993   
|Prepaid expenses and other current assets       |  |        | 592       |   |            |   | 10,308         |  |   | 699          |   |  |       |           |   |  |   | 11,599   
|Intercompany receivable                         |  |        | 8,567     |   |            |   | 19,306         |  |   |             |   |  |       | (27,873    | ) |  |   |         
|Deferred income taxes                           |  |        | (353      | ) |            |   | 15,077         |  |   |             |   |  |       |           |   |  |   | 14,724   
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                            |  |        | 14,317    |   |            |   | 277,133        |  |   | 18,218       |   |  |       | (28,110    | ) |  |   | 281,558  
|Property, plant and equipment, net              |  |        | 536       |   |            |   | 211,386        |  |   | 50           |   |  |       |           |   |  |   | 211,972  
|Goodwill                                        |  |        |          |   |            |   | 982,212        |  |   | 22,081       |   |  |       |           |   |  |   | 1,004,293
|Intangibles, net                                |  |        |          |   |            |   | 555,229        |  |   | 9,264        |   |  |       |           |   |  |   | 564,493  
|Deferred financing costs, net                   |  |        | 13,658    |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 13,658   
|Intercompany receivable                         |  |        | 1,135,183 |   |            |   | 329,523        |  |   | 45,323       |   |  |       | (1,510,029 | ) |  |   |         
|Other assets                                    |  |        | 2,008     |   |            |   | 9,331          |  |   | 92           |   |  |       |           |   |  |   | 11,431   
|Investment in subsidiaries                      |  |        | 752,812   |   |            |   | 82,926         |  |   |             |   |  |       | (835,738   | ) |  |   |         
|Prepaid pension costs                           |  |        |          |   |            |   | 3,981          |  |   |             |   |  |       |           |   |  |   | 3,981    
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|                                                |  | $      | 1,918,514 |   |            | $ | 2,451,721      |  | $ | 95,028       |   |  | $     | (2,373,877 | ) |  | $ | 2,091,386
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY            |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Short-term borrowings                           |  | $      | 4,500     |   |            | $ | 796            |  | $ |             |   |  | $     |           |   |  | $ | 5,296    
|Accounts payable                                |  |        | 4,770     |   |            |   | 39,943         |  |   | 5,231        |   |  |       | 1          |   |  |   | 49,945   
|Accrued employee compensation and related taxes |  |        | 7,011     |   |            |   | 34,087         |  |   | 1,685        |   |  |       |           |   |  |   | 42,783   
|Customer deposits                               |  |        |          |   |            |   | 51,518         |  |   | 4,104        |   |  |       |           |   |  |   | 55,622   
|Commissions payable                             |  |        |          |   |            |   | 7,135          |  |   | 495          |   |  |       |           |   |  |   | 7,630    
|Income taxes (receivable) payable               |  |        | (20,538   | ) |            |   | 60,362         |  |   | 2,531        |   |  |       | (92        | ) |  |   | 42,263   
|Interest payable                                |  |        | 915       |   |            |   | 12             |  |   |             |   |  |       |           |   |  |   | 927      
|Intercompany payable (receivable)               |  |        | 1,424     |   |            |   | 28,794         |  |   | (2,344       | ) |  |       | (27,874    | ) |  |   |         
|Other accrued liabilities                       |  |        | 1,111     |   |            |   | 23,510         |  |   | 543          |   |  |       |           |   |  |   | 25,164   
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                       |  |        | (807      | ) |            |   | 246,157        |  |   | 12,245       |   |  |       | (27,965    | ) |  |   | 229,630  
|Long-term debt                                  |  |        | 816,500   |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 816,500  
|Intercompany payable                            |  |        | 321,757   |   |            |   | 1,188,417      |  |   |             |   |  |       | (1,510,174 | ) |  |   |         
|Deferred income taxes                           |  |        | (328      | ) |            |   | 185,385        |  |   | (143         | ) |  |       |           |   |  |   | 184,914  
|Pension liabilities, net                        |  |        | (1,894    | ) |            |   | 55,185         |  |   |             |   |  |       |           |   |  |   | 53,291   
|Other noncurrent liabilities                    |  |        | 22,051    |   |            |   | 23,765         |  |   |             |   |  |       |           |   |  |   | 45,816   
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                               |  |        | 1,157,279 |   |            |   | 1,698,909      |  |   | 12,102       |   |  |       | (1,538,139 | ) |  |   | 1,330,151
|Stockholders equity                            |  |        | 761,235   |   |            |   | 752,812        |  |   | 82,926       |   |  |       | (835,738   | ) |  |   | 761,235  
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|                                                |  | $      | 1,918,514 |   |            | $ | 2,451,721      |  | $ | 95,028       |   |  | $     | (2,373,877 | ) |  | $ | 2,091,386
|                                                |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          



29



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CONDENSED CONSOLIDATING BALANCE SHEET

January 3, 2009



|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|----------------------------------------------- |  | ------ | --------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                    |  | Visant |           |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                          |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                       |  | $      | 102,517   |   |            | $ | 6,499     |                |  | $ | 8,585        |   |  | $     |           |   |  | $ | 117,601  
|Accounts receivable, net                        |  |        | 984       |   |            |   | 124,897   |                |  |   | 13,038       |   |  |       |           |   |  |   | 138,919  
|Inventories, net                                |  |        |          |   |            |   | 102,921   |                |  |   | 1,375        |   |  |       | (70        | ) |  |   | 104,226  
|Salespersons overdrafts, net                    |  |        |          |   |            |   | 27,204    |                |  |   | 842          |   |  |       |           |   |  |   | 28,046   
|Prepaid expenses and other current assets       |  |        | 2,423     |   |            |   | 17,154    |                |  |   | 508          |   |  |       |           |   |  |   | 20,085   
|Intercompany receivable                         |  |        | 5,946     |   |            |   | 43,144    |                |  |   |             |   |  |       | (49,042    | ) |  |   | 48       
|Deferred income taxes                           |  |        | (491      | ) |            |   | 15,414    |                |  |   |             |   |  |       |           |   |  |   | 14,923   
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                            |  |        | 111,379   |   |            |   | 337,233   |                |  |   | 24,348       |   |  |       | (49,112    | ) |  |   | 423,848  
|Property, plant and equipment, net              |  |        | 719       |   |            |   | 220,965   |                |  |   | 78           |   |  |       |           |   |  |   | 221,762  
|Goodwill                                        |  |        |          |   |            |   | 984,055   |                |  |   | 21,959       |   |  |       |           |   |  |   | 1,006,014
|Intangibles, net                                |  |        |          |   |            |   | 593,198   |                |  |   | 9,264        |   |  |       |           |   |  |   | 602,462  
|Deferred financing costs, net                   |  |        | 15,605    |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 15,605   
|Intercompany receivable                         |  |        | 1,139,709 |   |            |   | 174,935   |                |  |   | 43,353       |   |  |       | (1,357,997 | ) |  |   |         
|Other assets                                    |  |        | 1,990     |   |            |   | 13,132    |                |  |   | 79           |   |  |       |           |   |  |   | 15,201   
|Investment in subsidiaries                      |  |        | 654,438   |   |            |   | 79,271    |                |  |   |             |   |  |       | (733,709   | ) |  |   |         
|Prepaid pension costs                           |  |        |          |   |            |   | 3,981     |                |  |   |             |   |  |       |           |   |  |   | 3,981    
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                                |  | $      | 1,923,840 |   |            | $ | 2,406,770 |                |  | $ | 99,081       |   |  | $     | (2,140,818 | ) |  | $ | 2,288,873
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY            |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Short-term borrowings                           |  | $      | 137,000   |   |            | $ |          |                |  | $ |             |   |  | $     |           |   |  | $ | 137,000  
|Accounts payable                                |  |        | 2,934     |   |            |   | 48,342    |                |  |   | 3,257        |   |  |       | (4         | ) |  |   | 54,529   
|Accrued employee compensation and related taxes |  |        | 7,827     |   |            |   | 33,617    |                |  |   | 2,052        |   |  |       |           |   |  |   | 43,496   
|Customer deposits                               |  |        |          |   |            |   | 177,035   |                |  |   | 6,834        |   |  |       |           |   |  |   | 183,869  
|Commissions payable                             |  |        |          |   |            |   | 22,159    |                |  |   | 711          |   |  |       |           |   |  |   | 22,870   
|Income taxes payable (receivable)               |  |        | 8,455     |   |            |   | (6,755    | )              |  |   | 1,361        |   |  |       | (27        | ) |  |   | 3,034    
|Interest payable                                |  |        | 10,096    |   |            |   | 16        |                |  |   |             |   |  |       |           |   |  |   | 10,112   
|Intercompany payable                            |  |        | 9,886     |   |            |   | 38,500    |                |  |   | 4,008        |   |  |       | (52,394    | ) |  |   |         
|Other accrued liabilities                       |  |        | 1,443     |   |            |   | 31,890    |                |  |   | 1,714        |   |  |       |           |   |  |   | 35,047   
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                       |  |        | 177,641   |   |            |   | 344,804   |                |  |   | 19,937       |   |  |       | (52,425    | ) |  |   | 489,957  
|Long-term debt                                  |  |        | 816,500   |   |            |   |          |                |  |   |             |   |  |       |           |   |  |   | 816,500  
|Intercompany payable                            |  |        | 226,151   |   |            |   | 1,128,533 |                |  |   |             |   |  |       | (1,354,684 | ) |  |   |         
|Deferred income taxes                           |  |        | (2,443    | ) |            |   | 200,588   |                |  |   | (127         | ) |  |       |           |   |  |   | 198,018  
|Pension liabilities, net                        |  |        | 74        |   |            |   | 57,388    |                |  |   |             |   |  |       |           |   |  |   | 57,462   
|Other noncurrent liabilities                    |  |        | 18,616    |   |            |   | 21,019    |                |  |   |             |   |  |       |           |   |  |   | 39,635   
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                               |  |        | 1,236,539 |   |            |   | 1,752,332 |                |  |   | 19,810       |   |  |       | (1,407,109 | ) |  |   | 1,601,572
|Stockholders equity                            |  |        | 687,301   |   |            |   | 654,438   |                |  |   | 79,271       |   |  |       | (733,709   | ) |  |   | 687,301  
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          
|                                                |  | $      | 1,923,840 |   |            | $ | 2,406,770 |                |  | $ | 99,081       |   |  | $     | (2,140,818 | ) |  | $ | 2,288,873
|                                                |  |        |           |   |            |   |           |                |  |   |              |   |  |       |            |   |  |   |          



30



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended October 3, 2009



|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |         
|Net income                                                   |  | $      | 89,402   |   |            | $ | 97,861  |                |  | $ | 3,655        |   |  | $     | (101,516 | ) |  | $ | 89,402   |  
|Other cash (used in) provided by operating activities        |  |        | (125,707 | ) |            |   | 18,386  |                |  |   | (8,599       | ) |  |       | 104,872  |   |  |   | (11,048  | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash (used in) provided by operating activities          |  |        | (36,305  | ) |            |   | 116,247 |                |  |   | (4,944       | ) |  |       | 3,356    |   |  |   | 78,354   |  
|Purchases of property, plant and equipment                   |  |        |         |   |            |   | (37,045 | )              |  |   | (2           | ) |  |       |         |   |  |   | (37,047  | )
|Additions to intangibles                                     |  |        |         |   |            |   | (553    | )              |  |   |             |   |  |       |         |   |  |   | (553     | )
|Proceeds from sale of property and equipment                 |  |        |         |   |            |   | 3,042   |                |  |   |             |   |  |       |         |   |  |   | 3,042    |  
|Acquisition of business, net of cash acquired                |  |        | 1,432    |   |            |   | (2,301  | )              |  |   |             |   |  |       |         |   |  |   | (869     | )
|Other investing activities, net                              |  |        |         |   |            |   | (1      | )              |  |   |             |   |  |       |         |   |  |   | (1       | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |        | 1,432    |   |            |   | (36,858 | )              |  |   | (2           | ) |  |       |         |   |  |   | (35,428  | )
|Net short-term (repayments) borrowings                       |  |        | (132,500 | ) |            |   | 796     |                |  |   |             |   |  |       |         |   |  |   | (131,704 | )
|Intercompany payable (receivable)                            |  |        | 88,008   |   |            |   | (84,652 | )              |  |   |             |   |  |       | (3,356   | ) |  |   |         |  
|Distribution to shareholder                                  |  |        | (15,981  | ) |            |   |        |                |  |   |             |   |  |       |         |   |  |   | (15,981  | )
|Debt financing costs                                         |  |        | (2,532   | ) |            |   | (44     | )              |  |   | (43          | ) |  |       |         |   |  |   | (2,619   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Net cash used in financing activities                        |  |        | (63,005  | ) |            |   | (83,900 | )              |  |   | (43          | ) |  |       | (3,356   | ) |  |   | (150,304 | )
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   |        |                |  |   | (441         | ) |  |       |         |   |  |   | (441     | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Decrease in cash and cash equivalents                        |  |        | (97,878  | ) |            |   | (4,511  | )              |  |   | (5,430       | ) |  |       |         |   |  |   | (107,819 | )
|Cash and cash equivalents, beginning of period               |  |        | 102,517  |   |            |   | 6,499   |                |  |   | 8,585        |   |  |       |         |   |  |   | 117,601  |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 4,639    |   |            | $ | 1,988   |                |  | $ | 3,155        |   |  | $     |         |   |  | $ | 9,782    |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |          |   |  |   |          |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended September 27, 2008



|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net income                                                   |  | $      | 89,614   |   |            | $ | 96,066  |                |  | $ | 3,385        |   |  | $     | (99,451 | ) |  | $ | 89,614   |  
|Other cash (used in) provided by operating activities        |  |        | (61,409  | ) |            |   | (20,196 | )              |  |   | (5,814       | ) |  |       | 101,190 |   |  |   | 13,771   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash provided by (used in) operating activities          |  |        | 28,205   |   |            |   | 75,870  |                |  |   | (2,429       | ) |  |       | 1,739   |   |  |   | 103,385  |  
|Purchases of property, plant and equipment                   |  |        |         |   |            |   | (33,744 | )              |  |   | (1           | ) |  |       |        |   |  |   | (33,745  | )
|Proceeds from sale of property and equipment                 |  |        |         |   |            |   | 286     |                |  |   |             |   |  |       |        |   |  |   | 286      |  
|Acquisition of business, net of cash acquired                |  |        | (222,949 | ) |            |   | 1,349   |                |  |   |             |   |  |       |        |   |  |   | (221,600 | )
|Other investing activities, net                              |  |        | 1        |   |            |   | (1,014  | )              |  |   |             |   |  |       |        |   |  |   | (1,013   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash used in investing activities                        |  |        | (222,948 | ) |            |   | (33,123 | )              |  |   | (1           | ) |  |       |        |   |  |   | (256,072 | )
|Book overdrafts                                              |  |        |         |   |            |   | (941    | )              |  |   |             |   |  |       |        |   |  |   | (941     | )
|Net short-term borrowings                                    |  |        | 125,000  |   |            |   |        |                |  |   | 1,226        |   |  |       |        |   |  |   | 126,226  |  
|Intercompany payable (receivable)                            |  |        | 52,438   |   |            |   | (50,699 | )              |  |   |             |   |  |       | (1,739  | ) |  |   |         |  
|Distribution to shareholder                                  |  |        | (16,057  | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (16,057  | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash provided by (used in) financing activities          |  |        | 161,381  |   |            |   | (51,640 | )              |  |   | 1,226        |   |  |       | (1,739  | ) |  |   | 109,228  |  
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   |        |                |  |   | (254         | ) |  |       |        |   |  |   | (254     | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Decrease in cash and cash equivalents                        |  |        | (33,362  | ) |            |   | (8,893  | )              |  |   | (1,458       | ) |  |       |        |   |  |   | (43,713  | )
|Cash and cash equivalents, beginning of period               |  |        | 40,727   |   |            |   | 10,815  |                |  |   | 7,600        |   |  |       |        |   |  |   | 59,142   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 7,365    |   |            | $ | 1,922   |                |  | $ | 6,142        |   |  | $     |        |   |  | $ | 15,429   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  



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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 and disruptions in the credit markets;
| | - |  | ----------------------------------------------------------------------------



| |  |  | 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;
| | - |  | --------------------------------------------------------------



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



| |  |  | actions taken by the U.S. postal service and the failure of our sampling systems to comply with U.S. postal regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



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



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



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



| |  |  | 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.
| | - |  | ----------------------------



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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, Inc. (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.

In May
2007, we completed the sale of our Von Hoffmann Holdings Inc., Von Hoffmann Corporation and Anthology, Inc. businesses (the Von Hoffmann businesses), which previously comprised the Educational Textbook segment and a portion of the
Marketing and Publishing Services segment.

During 2007, we expanded our business with the acquisitions of Neff Holding
Company and its wholly owned subsidiary, Neff Motivation, Inc. (Neff), Visual Systems, Inc. (VSI) and Publishing Enterprises, Incorporated. Neff, a single source provider of custom awards programs and apparel, including
chenille letters and letter jackets, was acquired on March 16, 2007, and its results are included in the Scholastic segment as of such date. VSI, a supplier of overhead transparencies and book components, was acquired on June 14, 2007, and
its results are included in the Marketing and Publishing Services segment as of such date. On October 1, 2007, we acquired substantially all of the assets and certain liabilities of Publishing Enterprises, Incorporated, a producer of school
memory books and student planners, and its results are included in the Memory Book segment as of such date.

On April 1,
2008, the Company announced the completion of the acquisition of Phoenix Color, a leading book component manufacturer. The results of Phoenix Color are reported as part of the Marketing and Publishing Services segment from its acquisition date.

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.

Our three reportable segments as of
October 3, 2009 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 continuing 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



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components are impacted seasonally by state and local schoolbook purchasing schedules, which typically commence in the spring and peak in the summer months preceding the start of the school
year. The net sales of sampling and other direct mail and commercial printed products have also historically reflected seasonal variations, and we expect these businesses to continue to generate a majority of their annual net sales during our
third and fourth quarters for the foreseeable future. These seasonal variations 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.

We continue to experience limited visibility with respect to the flow and placement of orders in our Marketing and Publishing Services
segment, which we believe is the result of tighter economic and market conditions affecting the timing of decisions and the extent of spending by our customers. Furthermore, the excess capacity that exists in the industry, particularly as it
pertains to our direct marketing operations, as well as the variety of other advertising media that we compete with, have created ongoing pricing pressure. We seek to distinguish ourselves based on our capabilities, quality and organizational
strength.

We have continued to implement efforts to contain costs and drive efficiency, including through the restructuring
and integration of some of our operations and rationalization of sales, administrative and support functions. We expect to continue to initiate additional efforts focused on cost reduction and containment to address the continuing challenging
environment.

For additional financial and other information about our operating segments, see Note 16, Business
Segments, to our 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 DLJ Merchant Banking Partners II, L.P.
(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 our 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 November 9, 2009, affiliates of KKR and DLJMBP III (the Sponsors) held approximately 49.1% and 41.1%, respectively, of Holdings voting interest, while each held approximately
44.7% of Holdings economic interest. As of November 9, 2009, 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.



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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 3, 2009.

Recently Adopted Accounting
Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements, as codified in FASB ASC Topic 820, Fair Value Measurements and Disclosures(ASC 820),which establishes a framework for measuring fair value and requires enhanced disclosures
about fair value measurements. ASC 820 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined. The Company adopted ASC 820 as of the beginning of fiscal year 2008, with the
exception of the application to non-recurring non-financial assets and non-financial liabilities. The Company adopted ASC 820 for non-financial assets and non-financial liabilities as of the beginning of fiscal year 2009. 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. The Companys adoption of ASC 820 for non-financial assets and non-financial liabilities did not have a material
impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, as
codified in FASB ASC Topic 805, Business Combinations(ASC 805). ASC 805 requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and
establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard impact the determination of acquisition-date fair value of
consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process
research and development, indemnification assets and tax benefits. ASC 805 is effective for business combinations and adjustments to an acquired entitys deferred tax asset and liability balances for the first annual reporting period beginning
after December 15, 2008. The Company adopted ASC 805 as of the beginning of fiscal year 2009. The Companys adoption of ASC 805 did not have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, as codified in
FASB ASC Topic 810, Consolidation(ASC 810), an amendment of Accounting Research Bulletin No. 51, which establishes new standards governing the accounting for and reporting on noncontrolling interests (NCIs) in
partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of ASC 810 indicate, among other things: that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not
as a liability; that increases and decreases in the parents ownership interest that leave control intact be treated as equity transactions, rather than a step acquisition or dilution gains or losses; and that losses of a partially owned
consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. ASC 810 also requires changes to certain presentation and disclosure requirements. ASC 810 is effective for the Companys 2009 fiscal
year. The Company adopted this standard as of the beginning of fiscal year 2009. The Companys adoption of ASC 810 did not have a material impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, as codified in
FASB ASC Topic 815, Derivatives and Hedging(ASC 815), an amendment of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as codified in ASC 815. This topic is intended to improve transparency
in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance and cash flows. ASC 815 applies to all
derivative instruments, as well as related hedged items, bifurcated derivatives and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to ASC 815 must provide more robust qualitative
disclosures and expanded quantitative disclosures. ASC 815 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company adopted this standard as of the beginning
of fiscal year 2009. The Companys adoption of ASC 815 did not have a material impact on its financial statements.

In
April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets,as codified in FASB ASC Topic 350, Intangibles  Goodwill & Other(ASC 350), which amends the list of
factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets.



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The new guidance applies to (1) intangible assets that are acquired individually or with a group of other assets and (2) intangible assets acquired in both business combinations and
asset acquisitions. Entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions
that market participants would use about renewal or extension. ASC 350 also requires expanded disclosures related to the determination of intangible asset useful lives. ASC 350 is effective for fiscal years beginning after December 15, 2008.
The Company adopted ASC 350 as of the beginning of fiscal year 2009. The Companys adoption of ASC 350 did not have a material impact on its financial statements.

In April 2009, the FASB issued FSP No. FAS 115-2/FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments,as codified in FASB ASC Topic 320, Investments  Debt and
Equity Securities(ASC 320). ASC 320 changes the method for determining whether an other-than-temporary impairment exists for debt securities and the amount of the impairment to be recorded in earnings. ASC 320 is effective for
interim and annual periods ending after June 15, 2009. The Company adopted ASC 320 for the quarter ended July 4, 2009. The Companys adoption of ASC 320 did not have a material impact on its financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1/APB 28-1, Interim Disclosures About Fair Value of Financial Instruments,as codified
in FASB ASC Topic 825, Financial Instruments(ASC 825). ASC 825 requires fair value disclosures in both interim as well as annual financial statements in order to provide more timely information about the effects of current market
conditions on financial instruments. ASC 825 is effective for interim and annual periods ending after June 15, 2009. The Company adopted ASC 825 for the quarter ended July 4, 2009. The Companys adoption of ASC 825 did not have a
material impact on its financial statements.

In April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, as codified in ASC 820. ASC 820 provides additional guidance on factors to consider in estimating fair
value when there has been a significant decrease in market activity for a financial asset. ASC 820 is effective for interim and annual periods ending after June 15, 2009. The Company adopted the guidance set forth in ASC 820 with respect to
when there has been a significant decrease in market activity for a financial asset for the quarter ended July 4, 2009. The Companys adoption of ASC 820 did not have a material impact on its financial statements.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
That Arise from Contingencies, as codified in ASC 805, to require that assets and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably determined. If the
fair value of such assets or liabilities cannot be reasonably determined, then they would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies,and FASB Interpretation No. 14, Reasonable Estimation
of the Amount of a Loss-an interpretation of FASB Statement No. 5as codified in FASB ASC Topic 450, Contingencies(ASC 450).This guidance also amends the subsequent accounting for assets and liabilities
arising from contingencies in a business combination and certain other disclosure requirements. ASC 805 is effective for assets and liabilities arising from contingencies in business combinations that are consummated in fiscal years beginning
on or after December 15, 2008. The Company adopted ASC 805 as of the beginning of fiscal year 2009. The Companys adoption of ASC 805 did not have a material impact on its financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, as codified in FASB ASC Topic 855, Subsequent Events(ASC 855). This standard requires the disclosure of the date through which subsequent events were evaluated for each interim and annual period but does not change the accounting for subsequent events. Subsequent events are events or
transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855, consistent with prior practice, an entity must recognize the effect of subsequent events on its financial
condition that existed at the balance sheet date. Subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date will be disclosed in a footnote. The Company adopted ASC 855 for
the quarter ended July 4, 2009 and, accordingly, evaluated all subsequent events through November 17, 2009, the date of issuance of the Companys financial statements, for potential recognition or disclosure in the Companys
consolidated financial statements. The Companys adoption of ASC 855 did not have a material impact on its financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesas codified in FASB ASC Topic 105, Generally Accepted Accounting
Principles(ASC 105), which establishes the ASC as the single source of authoritative generally accepted accounting principles. The issuance of ASC 105 does not change generally accepted accounting principles; it does, however,
change the applicable citations and naming conventions used when referencing generally accepted accounting principles. ASC 105 is effective for interim and annual periods ending after September 15, 2009. The Company adopted ASC 105 for the
quarter ended October 3, 2009. The Companys adoption of ASC 105 did not have a material impact on its financial statements.



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Recently Issued Accounting Pronouncements

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets,as
codified in FASB ASC Topic 715, Compensation-Retirement Benefits(ASC 715). ASC 715 provides guidance on an employers disclosure about plan assets of a defined benefit pension or other postretirement plan. ASC 715 is
effective for fiscal years ending after December 15, 2009. The Company is currently evaluating the impact of the adoption of ASC 715 but does not expect there to be a material impact, if any, on its financial statements.

RESULTS OF OPERATIONS

Three Months
Ended October 3, 2009 Compared to the Three Months Ended September 27, 2008

The following table sets forth
selected information derived from Holdings condensed consolidated statements of operations for the three-month periods ended October 3, 2009 and September 27, 2008.



|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|----------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                    |  | Three months ended |         |   |                   |   |         |          | 
|In thousands                        |  | October 3,2009     |         |   | September 27,2008 |   |         | $ Change |  |   | % Change |  
|Net sales                           |  | $                  | 235,901 |   |                   | $ | 256,736 |          |  | $ | (20,835  | ) |  | (8.1  | %)
|Cost of products sold               |  |                    | 128,071 |   |                   |   | 144,068 |          |  |   | (15,997  | ) |  | (11.1 | %)
|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Gross profit                        |  |                    | 107,830 |   |                   |   | 112,668 |          |  |   | (4,838   | ) |  | (4.3  | %)
|% of net sales                      |  |                    | 45.7    | % |                   |   | 43.9    | %        |  |   |          |   |  |       |   
|                                    |  |                    |         |  
|Selling and administrative expenses |  |                    | 92,959  |   |                   |   | 94,746  |          |  |   | (1,787   | ) |  | (1.9  | %)
|% of net sales                      |  |                    | 39.4    | % |                   |   | 36.9    | %        |  |   |          |   |  |       |   
|                                    |  |                    |         |  
|Gain on disposal of fixed assets    |  |                    | (223    | ) |                   |   | (96     | )        |  |   | (127     | ) |  | NM    |   
|Special charges                     |  |                    | 2,395   |   |                   |   | 5,702   |          |  |   | (3,307   | ) |  | NM    |   
|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Operating income                    |  |                    | 12,699  |   |                   |   | 12,316  |          |  |   | 383      |   |  | 3.1   | % 
|% of net sales                      |  |                    | 5.4     | % |                   |   | 4.8     | %        |  |   |          |   |  |       |   
|                                    |  |                    |         |  
|Interest expense, net               |  |                    | 27,894  |   |                   |   | 30,925  |          |  |   | (3,031   | ) |  | (9.8  | %)
|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Loss before income taxes            |  |                    | (15,195 | ) |                   |   | (18,609 | )        |  |   | 3,414    |   |  |       |   
|Benefit from income taxes           |  |                    | (7,105  | ) |                   |   | (7,547  | )        |  |   | 442      |   |  | 5.9   | % 
|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Net loss                            |  | $                  | (8,090  | ) |                   | $ | (11,062 | )        |  | $ | 2,972    |   |  | 26.9  | % 
|                                    |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful

The following table sets forth selected segment information derived from Holdings condensed consolidated statements of operations for
the three-month periods ended October 3, 2009 and September 27, 2008. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed consolidated financial statements.



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|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|--------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Three months ended |         |   |                   |   |         |          | 
|In thousands                      |  | October 3,2009     |         |   | September 27,2008 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 43,232  |   |                   | $ | 45,824  |          |  | $ | (2,592   | ) |  | (5.7  | %)
|Memory Book                       |  |                    | 77,690  |   |                   |   | 74,900  |          |  |   | 2,790    |   |  | 3.7   | % 
|Marketing and Publishing Services |  |                    | 114,979 |   |                   |   | 136,163 |          |  |   | (21,184  | ) |  | (15.6 | %)
|Inter-segment eliminations        |  |                    |        |   |                   |   | (151    | )        |  |   | 151      |   |  | NM    |   
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Net sales                         |  | $                  | 235,901 |   |                   | $ | 256,736 |          |  | $ | (20,835  | ) |  | (8.1  | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|                                  |  |                    |         |  
|Operating (loss) income           |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | (17,033 | ) |                   | $ | (17,981 | )        |  | $ | 948      |   |  | 5.3   | % 
|Memory Book                       |  |                    | 11,691  |   |                   |   | 10,121  |          |  |   | 1,570    |   |  | 15.5  | % 
|Marketing and Publishing Services |  |                    | 18,041  |   |                   |   | 20,176  |          |  |   | (2,135   | ) |  | (10.6 | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Operating income                  |  | $                  | 12,699  |   |                   | $ | 12,316  |          |  | $ | 383      |   |  | 3.1   | % 
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|                                  |  |                    |         |  
|Depreciation and amortization     |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                  | 6,943   |   |                   | $ | 6,667   |          |  | $ | 276      |   |  | 4.1   | % 
|Memory Book                       |  |                    | 9,687   |   |                   |   | 9,556   |          |  |   | 131      |   |  | 1.4   | % 
|Marketing and Publishing Services |  |                    | 8,524   |   |                   |   | 10,009  |          |  |   | (1,485   | ) |  | (14.8 | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   
|Depreciation and amortization     |  | $                  | 25,154  |   |                   | $ | 26,232  |          |  | $ | (1,078   | ) |  | (4.1  | %)
|                                  |  |                    |         |   |                   |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful

Net Sales.Consolidated net sales decreased $20.8 million, or approximately 8.1%, to $235.9 million for the three months ended
October 3, 2009 compared to $256.7 million for the prior year fiscal quarter.

Net sales of the Scholastic segment
decreased $2.6 million, or 5.7%, to $43.2 million for the third fiscal quarter of 2009 from $45.8 million for the third fiscal quarter of 2008. The decrease was primarily attributable to lower volume in our jewelry products.

Net sales of the Memory Book segment increased $2.8 million, or 3.7%, to $77.7 million for the third fiscal quarter of 2009 compared to
$74.9 million for the third fiscal quarter of 2008. This increase was primarily due to higher prices driven by new and enhanced products and service offerings and increased volumes resulting from the timing of shipments included in the third fiscal
quarter of 2009, which ended one calendar week later than the third fiscal quarter of 2008.

Net sales of the Marketing and
Publishing Services segment decreased $21.2 million, or 15.6%, to $115.0 million for the third fiscal quarter of 2009 from $136.2 million for the third fiscal quarter of 2008. This decrease was primarily attributable to lower volumes in our sampling
and educational book component operations.

Gross Profit. Consolidated gross profit decreased $4.8 million, or 4.3%, to
$107.8 million for the three months ended October 3, 2009 from $112.7 million for the three-month period ended September 27, 2008. As a percentage of net sales, gross profit margin increased to 45.7% for the three months ended
October 3, 2009 from 43.9% for the comparative prior year period in 2008. This increase in gross profit margin was driven primarily by a higher proportion of total sales in the Memory Book and Scholastic segments, which carry a higher relative
gross margin, as well as increased prices for our memory book and scholastic products and the impact of cost reduction initiatives.

Selling and Administrative Expenses. Selling and administrative expenses decreased $1.8 million, or 1.9%, to $92.9 million for the three months ended October 3, 2009 from $94.7 million for the corresponding period in 2008. This
reduction was mainly due to lower sales volume and the corresponding impact of lower commissions in the Marketing and Publishing Services segment, as well as cost reduction initiatives taken during the current fiscal year. As a percentage of net
sales, selling and administrative expenses increased to 39.4% for the third fiscal quarter of 2009 from 36.9% for the comparative period in 2008. The increase as a percentage of net sales was due to a higher proportion of total sales in our Memory
Book and Scholastic segments, which typically carry higher selling costs, as well as lower overall sales in the third quarter of 2009 compared to the third quarter of 2008.



38



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Special Charges. During the three months ended October 3, 2009, the Company
recorded $0.8 million of restructuring costs and $1.6 million of other special charges. The Memory Book segment incurred $0.1 million of severance and related benefits associated with the closure of the Winston-Salem, North Carolina facility. The
Scholastic segment incurred $0.2 million of severance and related benefits associated with the closure of the Marysville, Ohio chenille letter manufacturing facility. The Marketing and Publishing Services segment incurred $0.2 million of
restructuring costs for severance and related benefits associated with the closure of the Baltimore, Maryland facility, $0.1 million of other shutdown related costs and $0.2 million of other severance and related benefits. Other special charges for
the three months ended October 3, 2009 included $1.6 million of non-cash facility related asset impairment charges in the Memory Book segment associated with the closure of the Winston-Salem, North Carolina facility. The associated employee
headcount reductions related to the above actions were 17 in the Marketing and Publishing Services segment.

Special charges
of $5.7 million for the third quarter ended September 27, 2008 included $1.1 million of restructuring charges associated with the closure of the Pennsauken, New Jersey and Attleboro, Massachusetts facilities and the restructuring of certain of
Jostens international operations and $4.6 million of other special charges. Other special charges of $4.6 million included $3.9 million of non-cash costs, consisting of $3.0 million resulting from the write-off of accumulated foreign currency
translation balances associated with the closure of certain of Jostens international operations and $0.9 million of asset impairment charges related to the closure of the Pennsauken, New Jersey facilities. The Marketing and Publishing Services
segment also recorded $0.7 million of other charges related to the closure of the Pennsauken, New Jersey facilities.

Operating Income.As a result of the foregoing, consolidated operating income increased $0.4 million to $12.7 million for the three months ended October 3, 2009 compared to $12.3 million for the comparable period in 2008. As a
percentage of net sales, operating income increased slightly to 5.4% for the third fiscal quarter of 2009 from 4.8% for the same period in 2008.

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



|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Three months ended |        |   |                   |   |        |          | 
|In thousands                                                        |  | October 3,2009     |        |   | September 27,2008 |   |        | $ Change |  |   | % Change |  
|Holdings:                                                           |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                  | 13,992 |   |                   | $ | 7,635  |          |  | $ | 6,357    |   |  | 83.3  | % 
|Amortization of debt discount, premium and deferred financing costs |  |                    | 483    |   |                   |   | 6,497  |          |  |   | (6,014   | ) |  | (92.6 | %)
|Interest income                                                     |  |                    |       |   |                   |   | (4     | )        |  |   | 4        |   |  | NM    |   
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  |                    | 14,475 |   |                   |   | 14,128 |          |  |   | 347      |   |  | 2.5   | % 
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Visant:                                                             |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  |                    | 12,125 |   |                   |   | 15,444 |          |  |   | (3,319   | ) |  | (21.5 | %)
|Amortization of debt discount, premium and deferred financing costs |  |                    | 1,310  |   |                   |   | 1,408  |          |  |   | (98      | ) |  | (7.0  | %)
|Interest income                                                     |  |                    | (16    | ) |                   |   | (55    | )        |  |   | 39       |   |  | NM    |   
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  |                    | 13,419 |   |                   |   | 16,797 |          |  |   | (3,378   | ) |  | (20.1 | %)
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                  | 27,894 |   |                   | $ | 30,925 |          |  | $ | (3,031   | ) |  | (9.8  | %)
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |          |   |  |       |   

NM = Not meaningful

Net interest expense decreased $3.0 million, or 9.8%, to $27.9 million for the three months ended October 3, 2009 compared to $30.9 million for the comparative prior year period, primarily due to
lower interest rates on the Term Loan C facility and lower average borrowings under our revolving credit facilities.



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##### Table of Contents

Income Taxes.The Company has recorded an income tax benefit for the three months
ended October 3, 2009 based on its best estimate of the consolidated effective tax rate applicable for the entire year plus tax adjustments considered a period expense or benefit. The effective tax rates for the three months ended
October 3, 2009 were 46.8% and 273.2% for Holdings and Visant, respectively. For the comparable three-month period ended September 27, 2008, the effective tax rates were 40.6% and 54.6% for Holdings and Visant, respectively. The effective
rates of tax benefit for the 2009 period were favorably affected by $1.0 million of net current period adjustments resulting principally from the effects of filing the Companys 2008 federal income tax return. The effective rates of tax benefit
for the 2008 period were favorably affected by $1.2 million of adjustments resulting principally from the effects of filing the Companys 2007 income tax returns.

Net Loss. As a result of the aforementioned items, net loss decreased $3.0 million to $8.1 million for the three months ended October 3, 2009 compared to a net loss of
$11.1 million for the three months ended September 27, 2008.

Nine Months Ended October 3, 2009 Compared to the Nine Months Ended
September 27, 2008

The following table sets forth selected information derived from Holdings condensed
consolidated statements of operations for the nine-month periods ended October 3, 2009 and September 27, 2008.



|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|----------------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | -------- |  | - | -------- | - |  | ----- | --
|                                    |  | Nine months ended |           |   |                   |   |           |          | 
|In thousands                        |  | October 3,2009    |           |   | September 27,2008 |   |           | $ Change |  |   | % Change |  
|Net sales                           |  | $                 | 1,000,273 |   |                   | $ | 1,071,410 |          |  | $ | (71,137  | ) |  | (6.6  | %)
|Cost of products sold               |  |                   | 462,342   |   |                   |   | 523,366   |          |  |   | (61,024  | ) |  | (11.7 | %)
|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Gross profit                        |  |                   | 537,931   |   |                   |   | 548,044   |          |  |   | (10,113  | ) |  | (1.8  | %)
|% of net sales                      |  |                   | 53.8      | % |                   |   | 51.2      | %        |  |   |          |   |  |       |   
|                                    |  |                   |           |  
|Selling and administrative expenses |  |                   | 338,644   |   |                   |   | 343,277   |          |  |   | (4,633   | ) |  | (1.3  | %)
|% of net sales                      |  |                   | 33.9      | % |                   |   | 32.0      | %        |  |   |          |   |  |       |   
|                                    |  |                   |           |  
|Gain on disposal of fixed assets    |  |                   | (453      | ) |                   |   | (94       | )        |  |   | (359     | ) |  | NM    |   
|Special charges                     |  |                   | 14,816    |   |                   |   | 9,588     |          |  |   | 5,228    |   |  | NM    |   
|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Operating income                    |  |                   | 184,924   |   |                   |   | 195,273   |          |  |   | (10,349  | ) |  | (5.3  | %)
|% of net sales                      |  |                   | 18.5      | % |                   |   | 18.2      | %        |  |   |          |   |  |       |   
|                                    |  |                   |           |  
|Interest expense, net               |  |                   | 85,543    |   |                   |   | 93,186    |          |  |   | (7,643   | ) |  | (8.2  | %)
|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Income before income taxes          |  |                   | 99,381    |   |                   |   | 102,087   |          |  |   | (2,706   | ) |  |       |   
|Provision for income taxes          |  |                   | 37,523    |   |                   |   | 39,860    |          |  |   | (2,337   | ) |  | (5.9  | %)
|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Net income                          |  | $                 | 61,858    |   |                   | $ | 62,227    |          |  | $ | (369     | ) |  | (0.6  | %)
|                                    |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   

NM = Not meaningful

The following table sets forth selected segment information derived from Holdings condensed consolidated statements of operations for the nine-month periods ended October 3, 2009 and
September 27, 2008. 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

|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|--------------------------------- |  | ----------------- | --------- | - | ----------------- | - | --------- | -------- |  | - | -------- | - |  | ----- | --
|                                  |  | Nine months ended |           |   |                   |   |           |          | 
|In thousands                      |  | October 3,2009    |           |   | September 27,2008 |   |           | $ Change |  |   | % Change |  
|Net sales                         |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 324,986   |   |                   | $ | 328,471   |          |  | $ | (3,485   | ) |  | (1.1  | %)
|Memory Book                       |  |                   | 369,470   |   |                   |   | 366,990   |          |  |   | 2,480    |   |  | 0.7   | % 
|Marketing and Publishing Services |  |                   | 306,090   |   |                   |   | 377,007   |          |  |   | (70,917  | ) |  | (18.8 | %)
|Inter-segment eliminations        |  |                   | (273      | ) |                   |   | (1,058    | )        |  |   | 785      |   |  | NM    |   
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Net sales                         |  | $                 | 1,000,273 |   |                   | $ | 1,071,410 |          |  | $ | (71,137  | ) |  | (6.6  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|                                  |  |                   |           |  
|Operating income                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 28,919    |   |                   | $ | 19,820    |          |  | $ | 9,099    |   |  | 45.9  | % 
|Memory Book                       |  |                   | 119,523   |   |                   |   | 117,511   |          |  |   | 2,012    |   |  | 1.7   | % 
|Marketing and Publishing Services |  |                   | 36,482    |   |                   |   | 57,942    |          |  |   | (21,460  | ) |  | (37.0 | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Operating income                  |  | $                 | 184,924   |   |                   | $ | 195,273   |          |  | $ | (10,349  | ) |  | (5.3  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|                                  |  |                   |           |  
|Depreciation and amortization     |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Scholastic                        |  | $                 | 21,114    |   |                   | $ | 20,020    |          |  | $ | 1,094    |   |  | 5.5   | % 
|Memory Book                       |  |                   | 29,276    |   |                   |   | 28,170    |          |  |   | 1,106    |   |  | 3.9   | % 
|Marketing and Publishing Services |  |                   | 25,519    |   |                   |   | 27,769    |          |  |   | (2,250   | ) |  | (8.1  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   
|Depreciation and amortization     |  | $                 | 75,909    |   |                   | $ | 75,959    |          |  | $ | (50      | ) |  | (0.1  | %)
|                                  |  |                   |           |   |                   |   |           |          |  |   |          |   |  |       |   

NM = Not meaningful

Net Sales.Consolidated net sales decreased $71.1 million, or approximately 6.6%, to $1,000.3 million for the nine months ended
October 3, 2009 compared to $1,071.4 million for the prior year comparable period. Included in consolidated net sales for the nine-month period, as compared to the prior year nine-month period, were incremental sales from the Phoenix Color
acquisition which accounted for approximately $26.3 million. Excluding the impact of this acquisition, consolidated net sales decreased $97.4 million for the nine months ended October 3, 2009 compared to the prior year comparable period, a
decline of 9.1%.

Net sales of our Scholastic segment for the nine-month period ended October 3, 2009 decreased by $3.5
million to $325.0 million, a decline of 1.1%, compared to $328.5 million for the nine-month period ended September 27, 2008. The decrease was primarily attributable to lower overall volumes and a shift in metal mix to lower priced metals in our
jewelry products. The decrease was partially offset by higher prices in our jewelry and graduation products.

Net sales for
the Memory Book segment were $369.5 million for the nine-month period ended October 3, 2009 compared to $367.0 million for the nine-month period ended September 27, 2008.

Net sales of the Marketing and Publishing Services segment decreased $70.9 million, or 18.8%, to $306.1 million for the first nine months of
2009 compared to $377.0 million during the first nine months of 2008. This decrease was primarily attributable to lower volumes in our sampling, educational book component and direct marketing operations, offset in part by incremental volume from
the 2008 acquisition of Phoenix Color.

Gross Profit. Consolidated gross profit decreased $10.1 million, or 1.8%, to
$537.9 million for the nine months ended October 3, 2009 from $548.0 million for the nine-month period ended September 27, 2008. As a percentage of net sales, gross profit margin increased to 53.8% for the nine months ended October 3,
2009 from 51.2% for the comparative prior year period in 2008. This increase in gross profit margin was due to a higher proportion of total sales in our Memory Book and Scholastic segments, which carry a higher relative gross margin, as well as
increased prices for our memory book and scholastic products, the impact of cost reduction initiatives and lower precious metal costs.

Selling and Administrative Expenses. Selling and administrative expenses decreased $4.6 million, or 1.3%, to $338.6 million for the nine months ended October 3, 2009 from $343.3 million for the corresponding period in 2008. As a
percentage of net sales, selling and administrative expenses increased to 33.9% for the nine months ended October 3, 2009



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##### Table of Contents

from 32.0% for the comparative period in 2008. This decrease is net of $6.3 million of incremental costs resulting from the acquisition of Phoenix Color, including $2.9 million of non-cash
amortization expense. Excluding the impact of the Phoenix Color acquisition, total selling and administrative expenses decreased $10.9 million to $332.3 million, representing 34.1% of net sales. The increase as a percentage of net sales was due to a
higher proportion of total sales in our Memory Book and Scholastic segments, which typically carry higher selling costs, as well as lower overall sales in the first nine months of 2009 compared to the same period in 2008.

Special Charges. For the nine-month period ended October 3, 2009, the Company recorded $8.8 million of restructuring costs and
$6.0 million of other special charges. Restructuring charges included $0.9 million of cost reduction initiatives and severance and related benefits in the Scholastic segment and $4.2 million of severance and related benefits for associated headcount
reductions in connection with the closure of the Winston Salem, North Carolina facility and certain other reductions in force in the Memory Book segment. Additionally, the Marketing and Publishing Services segment incurred $2.0 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, $0.3 million of
other shutdown related costs and $1.1 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 $4.1 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 156 in the Scholastic, Memory Book and Marketing and
Publishing Services segments, respectively.

Special charges of $9.6 million for the nine months ended September 27, 2008
included $4.7 million of restructuring costs and $4.9 million of other special charges. The Marketing and Publishing Services segment incurred $2.8 million of restructuring costs related to the closure of the Pennsauken, New Jersey facilities and
$0.3 million of severance and related benefit costs for headcount reductions. The Scholastic segment incurred $0.2 million of restructuring charges associated with the closure of Jostens Attleboro, Massachusetts facility, $0.5 million of
severance and related benefits associated with headcount reductions and $0.4 million of severance and related benefits in connection with the restructuring of certain of Jostens international operations. Our Memory Book segment incurred $0.5 million
of severance and related benefits associated with headcount reductions. Other special charges included $3.0 million of non-cash write-offs in our Scholastic segment related to accumulated foreign currency translation balances and $0.2 million
related to the impairment of certain asset balances associated with the closure of certain international operations. Also included was $1.7 million in our Marketing and Publishing Services segment in connection with the Pennsauken, New Jersey
facilities closures which included $0.9 million for a non-cash asset impairment charge.

Operating Income.As a result
of the foregoing, consolidated operating income decreased $10.3 million to $185.0 million for the nine months ended October 3, 2009 compared to $195.3 million for the comparable period in 2008. As a percentage of net sales, operating income was
18.5% and 18.2% for the nine-month periods ended October 3, 2009 and September 27, 2008, respectively.



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##### Table of Contents

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



|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Nine months ended |        |   |                   |   |        |          | 
|In thousands                                                        |  | October 3,2009    |        |   | September 27,2008 |   |        | $ Change |  |   | % Change |  
|Holdings:                                                           |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                 | 42,118 |   |                   | $ | 22,907 |          |  | $ | 19,211   |   |  | 83.9  | % 
|Amortization of debt discount, premium and deferred financing costs |  |                   | 1,450  |   |                   |   | 18,991 |          |  |   | (17,541  | ) |  | (92.4 | %)
|Interest income                                                     |  |                   |       |   |                   |   | (4     | )        |  |   | 4        |   |  | NM    |   
|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  |                   | 43,568 |   |                   |   | 41,894 |          |  |   | 1,674    |   |  | 4.0   | % 
|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Visant:                                                             |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense                                                    |  |                   | 37,608 |   |                   |   | 47,762 |          |  |   | (10,154  | ) |  | (21.3 | %)
|Amortization of debt discount, premium and deferred financing costs |  |                   | 4,574  |   |                   |   | 4,230  |          |  |   | 344      |   |  | 8.1   | % 
|Interest income                                                     |  |                   | (207   | ) |                   |   | (700   | )        |  |   | 493      |   |  | NM    |   
|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  |                   | 41,975 |   |                   |   | 51,292 |          |  |   | (9,317   | ) |  | (18.2 | %)
|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                 | 85,543 |   |                   | $ | 93,186 |          |  | $ | (7,643   | ) |  | (8.2  | %)
|                                                                    |  |                   |        |   |                   |   |        |          |  |   |          |   |  |       |   

NM = Not meaningful

Net interest expense decreased $7.7 million, or 8.2%, to $85.5 million for the nine months ended October 3, 2009 compared to $93.2 million for the comparative prior year period, primarily due to
lower interest rates on the Term Loan C facility and lower average outstanding borrowings under the revolving credit facilities.

Income Taxes.The Company has recorded an income tax provision for the nine months ended October 3, 2009 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 2009 are 39.0% and 38.4% for Holdings and Visant, respectively, before consideration of the effects of $0.4 million of net tax and interest expense accruals for unrecognized tax benefits and $1.6 million of other
net income tax adjustments considered a current period tax benefit. The other net income tax adjustments, considered a current period tax benefit, consisted of $1.2 million of tax benefit for Visant and $0.4 million of tax benefit for Holdings on a
separate company basis resulting in a consolidated income tax benefit of $1.6 million. The current period tax adjustments included the favorable effect of filing an amended return for Phoenix Color related to a pre-acquisition period, an adjustment
to reflect tax rates at which the Company expects deferred tax assets and liabilities to be realized or settled in the future as a result of changes in certain state income tax filing regulations, and the effects of filing the Companys 2008
federal income tax return. The combined effect of the annual estimated consolidated tax rates and the net current period tax adjustments resulted in effective tax rates of 37.8% for both Holdings and Visant for the nine-month period ended
October 3, 2009.

For the comparable nine-month period ended September 27, 2008, the effective rates of income tax
expense for Holdings and Visant were 39.0% and 38.1%, respectively.

Net Income. As a result of the aforementioned
items, net income decreased $0.3 million to $61.9 million for the nine months ended October 3, 2009 compared to net income of $62.2 million for the nine months ended September 27, 2008.



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##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

The following table presents cash flow activity of Holdings for the first nine months of fiscal 2009 and 2008 and should be read in
conjunction with our condensed consolidated statements of cash flows.



|                                                    |  |                   |          |   |                   |   |          |  
|--------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                    |  | Nine months ended |         
|In thousands                                        |  | October 3,2009    |          |   | September 27,2008 |  
|Net cash provided by operating activities           |  | $                 | 64,937   |   |                   | $ | 94,525   |  
|Net cash used in investing activities               |  |                   | (35,428  | ) |                   |   | (256,072 | )
|Net cash (used in) provided by financing activities |  |                   | (137,210 | ) |                   |   | 124,027  |  
|Effect of exchange rate changes on cash             |  |                   | (441     | ) |                   |   | (254     | )
|                                                    |  |                   |          |   |                   |   |          |  
|Decrease in cash and cash equivalents               |  | $                 | (108,142 | ) |                   | $ | (37,774  | )
|                                                    |  |                   |          |   |                   |   |          |  

For the nine months ended October 3, 2009, operating activities generated cash
of $64.9 million compared with $94.5 million for the comparable prior year period. The decrease in cash provided by operating activities of $29.6 million was attributable to the timing of interest payments of approximately $19.1 million related to
Visants $500.0 million senior subordinated notes and cash interest paid in 2009 of $12.7 million related to Holdings $247.2 million senior discount notes which did not have cash interest payment requirements due prior to 2009.

Net cash used in investing activities for the nine months ended October 3, 2009 was $35.4 million, compared with $256.1
million for the comparative 2008 period. The $220.7 million change was primarily driven by the acquisition of Phoenix Color in the first nine months of 2008 for approximately $222.9 million, subject to adjustment. In the first nine months of 2009,
the Company closed the Rennoc asset acquisition for a purchase price of approximately $2.3 million. In addition, our capital expenditures relating to purchases of property, plant and equipment were $37.1 million and $33.7 million for the nine months
ended October 3, 2009 and September 27, 2008, respectively.

Net cash used in financing activities for the nine
months ended October 3, 2009 was $137.2 million, compared with cash provided by financing activities of $124.0 million for the comparable 2008 period. The $261.2 million change primarily related to the net repayment of $132.5 million of short
term borrowings under the revolving credit facilities during the nine month period ended October 3, 2009 versus net borrowings under the revolving credit facilities of $126.2 million primarily in connection with the acquisition of Phoenix Color
during the comparable 2008 period.

During the nine months ended October 3, 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 of 10.25% senior
discount notes due 2013. 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.

During the nine months ended September 27, 2008, Visant transferred approximately $16.1 million of cash through Visant Secondary Holdings Corp. to Holdings to allow Holdings to make scheduled interest payments of $15.3 million on its
$350 million principal amount of 8.75% senior notes due 2013, as well as repurchase common stock from a management stockholder totaling $0.7 million. The repurchase was included in Holdings condensed consolidated balance sheet as treasury
stock, and the transfer was reflected in Visants condensed consolidated balance sheet as a reduction in additional paid-in-capital and presented in Visants condensed consolidated statement of cash flows as a distribution to stockholder.
The transfer amount eliminates in consolidation and had no impact on Holdings consolidated financial statements.

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 future 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.

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



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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.
| | - |  | ----------------------------------------------------------------------------------------------------

We have substantial debt service requirements. As of October 3, 2009, we had total indebtedness of $1,419.0 million (exclusive of $14.1
million letters of credit outstanding) and cash and cash equivalents of $10.1 million. Our principal sources of liquidity are cash flows from operating activities and available borrowings under Visants senior secured credit facilities, which
included $81.4 million of available borrowings under Visants $100.0 million revolving credit facilities as of October 3, 2009. As of October 3, 2009, Visant had $316.5 million outstanding under the Term C Loan facility, $500.0
million aggregate principal amount of the Visant senior subordinated notes, $350.0 million aggregate principal amount of the Holdings senior notes, $247.2 million aggregate principal amount at maturity of the Holdings discount notes, $14.1 million
outstanding in the form of standby letters of credit under its secured credit facilities, $4.5 million of short-term borrowings under its senior secured credit facilities and $0.8 million in short-term borrowings under equipment financing
arrangements.

Our ability to refinance our debt or undertake alternative financing plans 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, the duration of tight 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 October 3, 2009, the Company was in compliance with all covenants under its material debt
obligations.



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|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 October 3, 2009. For additional information, refer to Item 7A of our 2008 Annual Report on Form 10-K.



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

Not applicable.



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

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

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

During the quarter
ended October 3, 2009, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



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

During
the three months ended October 3, 2009, 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 October 3, 2009. For additional information, refer to Item 1A of our 2008 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 third fiscal quarter ended October 3, 2009, we did not issue or sell any equity securities.



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

None.



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

None.



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

None.



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|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 Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.              
|       | 
|31.3   |  | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. 
|       | 
|31.4   |  | Certification of Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.               
|       | 
|32.1   |  | Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
|       | 
|32.2   |  | Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.              
|       | 
|32.3   |  | Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. 
|       | 
|32.4   |  | Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.               



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



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



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



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



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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: November 17, 2009 |  |  |  | /s/ Marc L. Reisch                                                                   
|                        |  |  |  | Marc L. Reisch President and Chief Executive Officer (principal executive officer)   
|                        |  | 
|Date: November 17, 2009 |  |  |  | /s/ Paul B. Carousso                                                                 
|                        |  |  |  | Paul B. Carousso Vice President, Finance (principal financial and accounting
officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                                                                                      
|----------------------- |  |  |  | -------------------------------------------------------------------------------------
|                        |  |  |  | VISANT CORPORATION                                                                   
|                        |  | 
|Date: November 17, 2009 |  |  |  | /s/ Marc L. Reisch                                                                   
|                        |  |  |  | Marc L. Reisch President and Chief Executive Officer (principal executive officer)   
|                        |  | 
|Date: November 17, 2009 |  |  |  | /s/ Paul B. Carousso                                                                 
|                        |  |  |  | Paul B. Carousso Vice President, Finance (principal financial and accounting
officer)