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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 29, 2007

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  x    No ̈

Indicate by check mark whether any of the registrants is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

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

Yes ̈No  x

As of November 5, 2007, there were 5,976,659 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.).



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

FILING FORMAT

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





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TABLE OF CONTENTS



|           |  |                                                                                                                                |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  | PART I  FINANCIAL INFORMATION                                                                                                 |  |     
|           |  |                                                                                                                                |  | Page
|           |  |                                                                                                                               
|ITEM 1.    |  | Financial Statements (Unaudited)                                                                                               |  |     
|           |  |                                                                                                                               
|           |  | Visant Holding Corp. and subsidiaries:                                                                                         |  |     
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 29, 2007 and September 30, 2006. |  | 1   
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Balance Sheets as of September 29, 2007 and December 30, 2006.                                          |  | 2   
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 29, 2007 and September 30, 2006.           |  | 3   
|           |  |                                                                                                                               
|           |  | Visant Corporation and subsidiaries:                                                                                           |  |     
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 29, 2007 and September 30, 2006. |  | 4   
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Balance Sheets as of September 29, 2007 and December 30, 2006.                                          |  | 5   
|           |  |                                                                                                                               
|           |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 29, 2007 and September 30, 2006.           |  | 6   
|           |  |                                                                                                                               
|           |  | Notes to Condensed Consolidated Financial Statements                                                                           |  | 7   
|           |  |                                                                                                                               
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                          |  | 30  
|           |  |                                                                                                                               
|ITEM 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                     |  | 41  
|           |  |                                                                                                                               
|ITEM 4.    |  | Controls and Procedures                                                                                                        |  | 42  
|           |  |                                                                                                                               
|ITEM 4T.   |  | Controls and Procedures                                                                                                        |  | 42  
|           |  | PART II  OTHER INFORMATION                                                                                                    |  |     
|           |  |                                                                                                                               
|ITEM 1.    |  | Legal Proceedings                                                                                                              |  | 42  
|           |  |                                                                                                                               
|ITEM 1A.   |  | Risk Factors                                                                                                                   |  | 42  
|           |  |                                                                                                                               
|ITEM 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                    |  | 42  
|           |  |                                                                                                                               
|ITEM 3.    |  | Defaults Upon Senior Securities                                                                                                |  | 42  
|           |  |                                                                                                                               
|ITEM 4.    |  | Submission of Matters to a Vote of Security Holders                                                                            |  | 42  
|           |  |                                                                                                                               
|ITEM 5.    |  | Other Information                                                                                                              |  | 42  
|           |  |                                                                                                                               
|ITEM 6.    |  | Exhibits                                                                                                                       |  | 43  
|           |  |                                                                                                                               
|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                                    |  | September 29,2007  |         |   | September 30,2006 |   |         | September 29,2007 |  | September 30,2006 |        
|Net sales                                       |  | $                  | 238,396 |   |                   | $ | 215,710 |                   |  | $                 | 995,712 |  | $ | 913,188 |  
|Cost of products sold                           |  |                    | 136,033 |   |                   |   | 124,741 |                   |  |                   | 481,879 |  |   | 447,321 |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Gross profit                                    |  |                    | 102,363 |   |                   |   | 90,969  |                   |  |                   | 513,833 |  |   | 465,867 |  
|Selling and administrative expenses             |  |                    | 86,918  |   |                   |   | 77,459  |                   |  |                   | 320,060 |  |   | 291,014 |  
|(Gain) loss on disposal of fixed assets         |  |                    | (65     | ) |                   |   | (788    | )                 |  |                   | 555     |  |   | (1,641  | )
|Special charges                                 |  |                    | 236     |   |                   |   |        |                   |  |                   | 195     |  |   | 2,594   |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Operating income                                |  |                    | 15,274  |   |                   |   | 14,298  |                   |  |                   | 193,023 |  |   | 173,900 |  
|Interest expense, net                           |  |                    | 31,210  |   |                   |   | 41,109  |                   |  |                   | 112,412 |  |   | 109,505 |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|(Loss) income before income taxes               |  |                    | (15,936 | ) |                   |   | (26,811 | )                 |  |                   | 80,611  |  |   | 64,395  |  
|(Benefit from) provision for income taxes       |  |                    | (5,131  | ) |                   |   | (11,242 | )                 |  |                   | 31,056  |  |   | 24,798  |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|(Loss) income from continuing operations        |  |                    | (10,805 | ) |                   |   | (15,569 | )                 |  |                   | 49,555  |  |   | 39,597  |  
|Income from discontinued operations, net of tax |  |                    |        |   |                   |   | 3,523   |                   |  |                   | 110,902 |  |   | 8,985   |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Net (loss) income                               |  | $                  | (10,805 | ) |                   | $ | (12,046 | )                 |  | $                 | 160,457 |  | $ | 48,582  |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  

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



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VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                        |  |                   |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|In thousands, except share amounts                                                                                      |  | September 29,2007 |           |   | December 30,2006 |  
|ASSETS                                                                                                                  |  |                   |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                               |  | $                 | 21,505    |   |                  | $ | 18,778    |  
|Accounts receivable, net                                                                                                |  |                   | 143,959   |   |                  |   | 144,681   |  
|Inventories, net                                                                                                        |  |                   | 90,885    |   |                  |   | 105,333   |  
|Salespersons overdrafts, net of allowance of $9,625 and $12,621, respectively                                           |  |                   | 30,082    |   |                  |   | 27,292    |  
|Prepaid expenses and other current assets                                                                               |  |                   | 12,824    |   |                  |   | 19,791    |  
|Income tax receivable                                                                                                   |  |                   |          |   |                  |   | 10,311    |  
|Deferred income taxes                                                                                                   |  |                   | 12,825    |   |                  |   | 11,850    |  
|Current assets of discontinued operations                                                                               |  |                   |          |   |                  |   | 56,649    |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total current assets                                                                                                    |  |                   | 312,080   |   |                  |   | 394,685   |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Property, plant and equipment                                                                                           |  |                   | 352,892   |   |                  |   | 305,703   |  
|Less accumulated depreciation                                                                                           |  |                   | (168,841  | ) |                  |   | (145,122  | )
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Property, plant and equipment, net                                                                                      |  |                   | 184,051   |   |                  |   | 160,581   |  
|Goodwill                                                                                                                |  |                   | 929,158   |   |                  |   | 919,638   |  
|Intangibles, net                                                                                                        |  |                   | 525,796   |   |                  |   | 530,669   |  
|Deferred financing costs, net                                                                                           |  |                   | 34,450    |   |                  |   | 48,782    |  
|Other assets                                                                                                            |  |                   | 12,432    |   |                  |   | 13,181    |  
|Long-term assets of discontinued operations                                                                             |  |                   |          |   |                  |   | 265,519   |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                            |  | $                 | 1,997,967 |   |                  | $ | 2,333,055 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|                                                                                                                        |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                          |  |                   |           |   |                  |   |           |  
|Book overdrafts                                                                                                         |  | $                 | 2,423     |   |                  | $ |          |  
|Short-term borrowings                                                                                                   |  |                   | 77,500    |   |                  |   |          |  
|Accounts payable                                                                                                        |  |                   | 49,943    |   |                  |   | 56,436    |  
|Accrued employee compensation and related taxes                                                                         |  |                   | 34,407    |   |                  |   | 41,256    |  
|Commissions payable                                                                                                     |  |                   | 10,968    |   |                  |   | 21,671    |  
|Customer deposits                                                                                                       |  |                   | 40,157    |   |                  |   | 171,258   |  
|Income taxes payable                                                                                                    |  |                   | 4,740     |   |                  |   |          |  
|Interest payable                                                                                                        |  |                   | 29,473    |   |                  |   | 13,227    |  
|Other accrued liabilities                                                                                               |  |                   | 22,279    |   |                  |   | 23,637    |  
|Current liabilities of discontinued operations                                                                          |  |                   | 693       |   |                  |   | 34,849    |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total current liabilities                                                                                               |  |                   | 272,583   |   |                  |   | 362,334   |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Long-term debt                                                                                                          |  |                   | 1,386,564 |   |                  |   | 1,770,657 |  
|Deferred income taxes                                                                                                   |  |                   | 162,514   |   |                  |   | 175,200   |  
|Pension liabilities, net                                                                                                |  |                   | 17,935    |   |                  |   | 21,484    |  
|Other noncurrent liabilities                                                                                            |  |                   | 32,759    |   |                  |   | 33,356    |  
|Long-term liabilities of discontinued operations                                                                        |  |                   |          |   |                  |   | 6,696     |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                       |  |                   | 1,872,355 |   |                  |   | 2,369,727 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Mezzanine equity                                                                                                        |  |                   | 9,830     |   |                  |   | 9,717     |  
|Common stock:                                                                                                           |  |                   |           |   |                  |   |           |  
|Class A $.01 par value; authorized 7,000,000 shares; issued and outstanding:                                            |  |                   |           |   |                  |   |           |  
|5,976,659 at September 29, 2007 and December 30, 2006                                                                   |  |                   |           |   |                  |   |           |  
|Class B $.01 par value; non-voting; authorized 2,724,759 shares; issued and outstanding:                                |  |                   |           |   |                  |   |           |  
|none at September 29, 2007 and December 30, 2006                                                                        |  |                   |           |   |                  |   |           |  
|Class C $.01 par value; authorized 1 share; issued and outstanding: 1 share at September 29, 2007 and December 30,
2006 |  |                   | 60        |   |                  |   | 60        |  
|Additional paid-in-capital                                                                                              |  |                   | 175,705   |   |                  |   | 175,427   |  
|Accumulated deficit                                                                                                     |  |                   | (61,057   | ) |                  |   | (222,993  | )
|Accumulated other comprehensive income                                                                                  |  |                   | 1,074     |   |                  |   | 1,117     |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total stockholders equity (deficit)                                                                                    |  |                   | 115,782   |   |                  |   | (46,389   | )
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total liabilities and stockholders equity (deficit)                                                                    |  | $                 | 1,997,967 |   |                  | $ | 2,333,055 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  

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



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VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                  |  |                   |          |   |                   |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                  |  | Nine months ended |         
|In thousands                                                                      |  | September 29,2007 |          |   | September 30,2006 |  
|Net income                                                                        |  | $                 | 160,457  |   |                   | $ | 48,582   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |          |   |                   |   |          |  
|Income from discontinued operations                                               |  |                   | (110,902 | ) |                   |   | (8,985   | )
|Depreciation                                                                      |  |                   | 26,995   |   |                   |   | 22,367   |  
|Amortization of intangible assets                                                 |  |                   | 36,545   |   |                   |   | 37,743   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                   | 30,281   |   |                   |   | 23,429   |  
|Other amortization                                                                |  |                   | 502      |   |                   |   | 603      |  
|Deferred income taxes                                                             |  |                   | (18,351  | ) |                   |   | (21,625  | )
|Loss (gain) on sale of assets                                                     |  |                   | 555      |   |                   |   | (1,641   | )
|Stock-based compensation                                                          |  |                   | 389      |   |                   |   | 113      |  
|Loss on asset impairments                                                         |  |                   |         |   |                   |   | 2,341    |  
|Changes in assets and liabilities:                                                |  |                   |          |   |                   |   |          |  
|Accounts receivable                                                               |  |                   | 7,539    |   |                   |   | (11,921  | )
|Inventories                                                                       |  |                   | 20,145   |   |                   |   | 7,038    |  
|Salespersons overdrafts                                                           |  |                   | (2,582   | ) |                   |   | 314      |  
|Prepaid expenses and other current assets                                         |  |                   | 7,477    |   |                   |   | 980      |  
|Accounts payable and accrued expenses                                             |  |                   | (14,242  | ) |                   |   | 14,109   |  
|Customer deposits                                                                 |  |                   | (131,918 | ) |                   |   | (120,944 | )
|Commissions payable                                                               |  |                   | (11,311  | ) |                   |   | (8,971   | )
|Income taxes payable/ receivable                                                  |  |                   | 16,049   |   |                   |   | 12,793   |  
|Interest payable                                                                  |  |                   | 16,246   |   |                   |   | 20,245   |  
|Other                                                                             |  |                   | (5,220   | ) |                   |   | (6,245   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities of continuing operations                |  |                   | 28,654   |   |                   |   | 10,325   |  
|Net cash (used in) provided by operating activities of discontinued operations    |  |                   | (4,284   | ) |                   |   | 11,071   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities                                         |  |                   | 24,370   |   |                   |   | 21,396   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Purchases of property, plant and equipment                                        |  |                   | (49,010  | ) |                   |   | (38,449  | )
|Proceeds from sale of property and equipment                                      |  |                   | 1,837    |   |                   |   | 10,415   |  
|Acquisition of businesses, net of cash acquired                                   |  |                   | (51,801  | ) |                   |   | (53,557  | )
|Additions to intangibles                                                          |  |                   | (245     | ) |                   |   |         |  
|Proceeds from disposal of discontinued operations                                 |  |                   | 401,781  |   |                   |   | 64,092   |  
|Other investing activities, net                                                   |  |                   | 57       |   |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by (used in) investing activities of continuing operations      |  |                   | 302,619  |   |                   |   | (17,499  | )
|Net cash used in investing activities of discontinued operations                  |  |                   | (5,691   | ) |                   |   | (14,652  | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by (used in) investing activities                               |  |                   | 296,928  |   |                   |   | (32,151  | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net book overdrafts                                                               |  |                   | 2,423    |   |                   |   |         |  
|Net short-term borrowings                                                         |  |                   | 77,500   |   |                   |   | 105,971  |  
|Principal payments on long-term debt                                              |  |                   | (400,000 | ) |                   |   | (100,000 | )
|Proceeds from issuance of long-term debt                                          |  |                   |         |   |                   |   | 350,000  |  
|Distribution to stockholders                                                      |  |                   |         |   |                   |   | (340,700 | )
|Debt financing costs                                                              |  |                   |         |   |                   |   | (9,473   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities of continuing operations      |  |                   | (320,077 | ) |                   |   | 5,798    |  
|Net cash used in financing activities of discontinued operations                  |  |                   |         |   |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities                               |  |                   | (320,077 | ) |                   |   | 5,798    |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                   | 1,506    |   |                   |   | (436     | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Increase (decrease) in cash and cash equivalents                                  |  |                   | 2,727    |   |                   |   | (5,393   | )
|Cash and cash equivalents, beginning of period                                    |  |                   | 18,778   |   |                   |   | 20,706   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                 | 21,505   |   |                   | $ | 15,313   |  
|                                                                                  |  |                   |          |   |                   |   |          |  

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



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VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|----------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------------- |  | ----------------- | ------- |  | - | ------- | -
|                                                |  | Three months ended |         |   | Nine months ended |  
|In thousands                                    |  | September 29,2007  |         |   | September 30,2006 |   |         | September 29,2007 |  | September 30,2006 |        
|Net sales                                       |  | $                  | 238,396 |   |                   | $ | 215,710 |                   |  | $                 | 995,712 |  | $ | 913,188 |  
|Cost of products sold                           |  |                    | 136,033 |   |                   |   | 124,741 |                   |  |                   | 481,879 |  |   | 447,321 |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Gross profit                                    |  |                    | 102,363 |   |                   |   | 90,969  |                   |  |                   | 513,833 |  |   | 465,867 |  
|Selling and administrative expenses             |  |                    | 86,773  |   |                   |   | 77,421  |                   |  |                   | 319,534 |  |   | 290,813 |  
|(Gain) loss on disposal of fixed assets         |  |                    | (65     | ) |                   |   | (788    | )                 |  |                   | 555     |  |   | (1,641  | )
|Special charges                                 |  |                    | 236     |   |                   |   |        |                   |  |                   | 195     |  |   | 2,594   |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Operating income                                |  |                    | 15,419  |   |                   |   | 14,336  |                   |  |                   | 193,549 |  |   | 174,101 |  
|Interest expense, net                           |  |                    | 17,666  |   |                   |   | 28,114  |                   |  |                   | 72,234  |  |   | 79,034  |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|(Loss) income before income taxes               |  |                    | (2,247  | ) |                   |   | (13,778 | )                 |  |                   | 121,315 |  |   | 95,067  |  
|Provision for (benefit from) income taxes       |  |                    | 548     |   |                   |   | (5,979  | )                 |  |                   | 46,414  |  |   | 35,849  |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|(Loss) income from continuing operations        |  |                    | (2,795  | ) |                   |   | (7,799  | )                 |  |                   | 74,901  |  |   | 59,218  |  
|Income from discontinued operations, net of tax |  |                    |        |   |                   |   | 3,523   |                   |  |                   | 110,902 |  |   | 8,985   |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  
|Net (loss) income                               |  | $                  | (2,795  | ) |                   | $ | (4,276  | )                 |  | $                 | 185,803 |  | $ | 68,203  |  
|                                                |  |                    |         |   |                   |   |         |                   |  |                   |         |  |   |         |  

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



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##### Table of Contents

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                                 |  | September 29, 2007 |           |   | December 30, 2006 |  
|In thousands, except share amounts                                                                                                               |  |                   
|ASSETS                                                                                                                                           |  |                    |           |   |                   |   |           |  
|Cash and cash equivalents                                                                                                                        |  | $                  | 20,970    |   |                   | $ | 18,043    |  
|Accounts receivable, net                                                                                                                         |  |                    | 143,959   |   |                   |   | 144,681   |  
|Inventories, net                                                                                                                                 |  |                    | 90,885    |   |                   |   | 105,333   |  
|Salespersons overdrafts, net of allowance of $9,625 and $12,621, respectively                                                                    |  |                    | 30,082    |   |                   |   | 27,292    |  
|Prepaid expenses and other current assets                                                                                                        |  |                    | 12,824    |   |                   |   | 20,309    |  
|Income tax receivable                                                                                                                            |  |                    |          |   |                   |   | 1,097     |  
|Deferred income taxes                                                                                                                            |  |                    | 12,825    |   |                   |   | 11,850    |  
|Current assets of discontinued operations                                                                                                        |  |                    |          |   |                   |   | 56,649    |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total current assets                                                                                                                             |  |                    | 311,545   |   |                   |   | 385,254   |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Property, plant and equipment                                                                                                                    |  |                    | 352,892   |   |                   |   | 305,703   |  
|Less accumulated depreciation                                                                                                                    |  |                    | (168,841  | ) |                   |   | (145,122  | )
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Property, plant and equipment, net                                                                                                               |  |                    | 184,051   |   |                   |   | 160,581   |  
|Goodwill                                                                                                                                         |  |                    | 929,158   |   |                   |   | 919,638   |  
|Intangibles, net                                                                                                                                 |  |                    | 525,796   |   |                   |   | 530,669   |  
|Deferred financing costs, net                                                                                                                    |  |                    | 22,594    |   |                   |   | 35,557    |  
|Other assets                                                                                                                                     |  |                    | 12,432    |   |                   |   | 13,181    |  
|Long-term assets of discontinued operations                                                                                                      |  |                    |          |   |                   |   | 265,519   |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total assets                                                                                                                                     |  | $                  | 1,985,576 |   |                   | $ | 2,310,399 |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|                                                                                                                                                 |  |                   
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                             |  |                    |           |   |                   |   |           |  
|Book overdrafts                                                                                                                                  |  | $                  | 2,423     |   |                   | $ |          |  
|Short-term borrowings                                                                                                                            |  |                    | 77,500    |   |                   |   |          |  
|Accounts payable                                                                                                                                 |  |                    | 49,943    |   |                   |   | 56,436    |  
|Accrued employee compensation and related taxes                                                                                                  |  |                    | 34,407    |   |                   |   | 41,256    |  
|Commissions payable                                                                                                                              |  |                    | 10,968    |   |                   |   | 21,671    |  
|Customer deposits                                                                                                                                |  |                    | 40,157    |   |                   |   | 171,258   |  
|Income taxes payable                                                                                                                             |  |                    | 9,911     |   |                   |   |          |  
|Interest payable                                                                                                                                 |  |                    | 19,303    |   |                   |   | 10,650    |  
|Other accrued liabilities                                                                                                                        |  |                    | 22,279    |   |                   |   | 23,637    |  
|Current liabilities of discontinued operations                                                                                                   |  |                    | 693       |   |                   |   | 34,849    |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total current liabilities                                                                                                                        |  |                    | 267,584   |   |                   |   | 359,757   |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Long-term debt                                                                                                                                   |  |                    | 816,500   |   |                   |   | 1,216,500 |  
|Deferred income taxes                                                                                                                            |  |                    | 188,428   |   |                   |   | 194,925   |  
|Pension liabilities, net                                                                                                                         |  |                    | 17,935    |   |                   |   | 21,484    |  
|Other noncurrent liabilities                                                                                                                     |  |                    | 32,759    |   |                   |   | 33,356    |  
|Long-term liabilities of discontinued operations                                                                                                 |  |                    |          |   |                   |   | 6,696     |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total liabilities                                                                                                                                |  |                    | 1,323,206 |   |                   |   | 1,832,718 |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at September 29, 2007 and December 30, 2006,
respectively |  |                    |          |   |                   |   |          |  
|Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at September 29, 2007 and December 30,
2006            |  |                    |          |   |                   |   |          |  
|Additional paid-in-capital                                                                                                                       |  |                    | 646,049   |   |                   |   | 648,599   |  
|Retained earnings (accumulated deficit)                                                                                                          |  |                    | 15,247    |   |                   |   | (172,035  | )
|Accumulated other comprehensive income                                                                                                           |  |                    | 1,074     |   |                   |   | 1,117     |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total stockholders equity                                                                                                                       |  |                    | 662,370   |   |                   |   | 477,681   |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Total liabilities and stockholders equity                                                                                                       |  | $                  | 1,985,576 |   |                   | $ | 2,310,399 |  
|                                                                                                                                                 |  |                    |           |   |                   |   |           |  

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



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##### Table of Contents

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                  |  |                   |          |   |                   |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                  |  | Nine months ended |         
|In thousands                                                                      |  | September 29,2007 |          |   | September 30,2006 |  
|Net income                                                                        |  | $                 | 185,803  |   |                   | $ | 68,203   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |          |   |                   |   |          |  
|Income from discontinued operations                                               |  |                   | (110,902 | ) |                   |   | (8,985   | )
|Depreciation                                                                      |  |                   | 26,995   |   |                   |   | 22,367   |  
|Amortization of intangible assets                                                 |  |                   | 36,545   |   |                   |   | 37,743   |  
|Amortization of debt discount, premium and deferred financing costs               |  |                   | 13,005   |   |                   |   | 8,038    |  
|Other amortization                                                                |  |                   | 502      |   |                   |   | 603      |  
|Deferred income taxes                                                             |  |                   | (12,162  | ) |                   |   | (16,299  | )
|Loss (gain) on sale of assets                                                     |  |                   | 555      |   |                   |   | (1,641   | )
|Loss on asset impairments                                                         |  |                   |         |   |                   |   | 2,341    |  
|Changes in assets and liabilities:                                                |  |                   |          |   |                   |   |          |  
|Accounts receivable                                                               |  |                   | 7,539    |   |                   |   | (11,921  | )
|Inventories                                                                       |  |                   | 20,145   |   |                   |   | 7,038    |  
|Salespersons overdrafts                                                           |  |                   | (2,582   | ) |                   |   | 314      |  
|Prepaid expenses and other current assets                                         |  |                   | 7,477    |   |                   |   | 980      |  
|Accounts payable and accrued expenses                                             |  |                   | (14,242  | ) |                   |   | 14,056   |  
|Customer deposits                                                                 |  |                   | (131,918 | ) |                   |   | (120,944 | )
|Commissions payable                                                               |  |                   | (11,311  | ) |                   |   | (8,971   | )
|Income taxes payable/ receivable                                                  |  |                   | 12,006   |   |                   |   | 18,518   |  
|Interest payable                                                                  |  |                   | 8,653    |   |                   |   | 9,991    |  
|Other                                                                             |  |                   | (4,702   | ) |                   |   | (6,496   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities of continuing operations                |  |                   | 31,406   |   |                   |   | 14,935   |  
|Net cash (used in) provided by operating activities of discontinued operations    |  |                   | (4,284   | ) |                   |   | 11,071   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by operating activities                                         |  |                   | 27,122   |   |                   |   | 26,006   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Purchases of property, plant and equipment                                        |  |                   | (49,010  | ) |                   |   | (38,449  | )
|Proceeds from sale of property and equipment                                      |  |                   | 1,837    |   |                   |   | 10,415   |  
|Acquisition of business, net of cash acquired                                     |  |                   | (51,801  | ) |                   |   | (53,557  | )
|Additions to intangibles                                                          |  |                   | (245     | ) |                   |   |         |  
|Proceeds from disposal of discontinued operations                                 |  |                   | 401,781  |   |                   |   | 64,092   |  
|Other investing activities, net                                                   |  |                   | 57       |   |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by (used in) investing activities of continuing operations      |  |                   | 302,619  |   |                   |   | (17,499  | )
|Net cash used in investing activities of discontinued operations                  |  |                   | (5,691   | ) |                   |   | (14,652  | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash provided by (used in) investing activities                               |  |                   | 296,928  |   |                   |   | (32,151  | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net book overdrafts                                                               |  |                   | 2,423    |   |                   |   |         |  
|Net short-term borrowings                                                         |  |                   | 77,500   |   |                   |   | 105,971  |  
|Principal payments on long-term debt                                              |  |                   | (400,000 | ) |                   |   | (100,000 | )
|Distribution to stockholders                                                      |  |                   | (2,552   | ) |                   |   | (4,849   | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities of continuing operations      |  |                   | (322,629 | ) |                   |   | 1,122    |  
|Net cash used in financing activities of discontinued operations                  |  |                   |         |   |                   |   |         |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Net cash (used in) provided by financing activities                               |  |                   | (322,629 | ) |                   |   | 1,122    |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                   | 1,506    |   |                   |   | (436     | )
|                                                                                  |  |                   |          |   |                   |   |          |  
|Increase (decrease) in cash and cash equivalents                                  |  |                   | 2,927    |   |                   |   | (5,459   | )
|Cash and cash equivalents, beginning of period                                    |  |                   | 18,043   |   |                   |   | 19,874   |  
|                                                                                  |  |                   |          |   |                   |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                 | 20,970   |   |                   | $ | 14,415   |  
|                                                                                  |  |                   |          |   |                   |   |          |  

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



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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, and educational market segments. The Company was formed through the October 2004 consolidation of Jostens, Inc. (Jostens), Von Hoffmann Holdings Inc. (Von Hoffmann including The Lehigh Press, Inc.
(Lehigh)) and AHC I Acquisition Corp. (Arcade). Jostens, Arcade and Lehigh are currently integrated into three reportable segments: Scholastic, Memory Books (formerly known as Yearbook) and Marketing and Publishing Services.
Von Hoffmann was sold in May 2007. In 2007 we changed the name of our Yearbook segment to Memory Books to reflect our diversified offering of custom yearbooks, memory books and related products that help people tell their stories and chronicle
important events.

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 certain indebtedness of Holdings. Holdings has 10.25% senior discount notes
due 2013, which had an accreted value of $220.1 million and $204.2 million as of September 29, 2007 and December 30, 2006, respectively, and $350.0 million principal amount of 8.75% senior notes due 2013.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of Holdings and Visant, and their respective subsidiaries, are presented pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) in accordance with disclosure requirements for the quarterly report on Form 10-Q. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial
statements should be read in conjunction with the consolidated financial statements and footnotes included in Holdings and Visants Annual Report on Form 10-K for the fiscal year ended December 30, 2006.

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



|2. | Significant Accounting Policies
|-- | -------------------------------

Revenue Recognition

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



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Cost of Products Sold

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

Shipping and Handling

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

Selling
and Administrative Expenses

Selling and administrative expenses 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 $3.0
million for the quarter ended September 29, 2007 and $2.5 million for the quarter ended September 30, 2006. Advertising expense totaled $6.0 million for the nine months ended September 29, 2007 and $4.7 million for the nine months
ended September 30, 2006.

Warranty Costs

Provisions for warranty costs related to Jostens scholastic products, particularly class rings due to their lifetime warranty, are recorded based on historical information and current trends in manufacturing
costs. The provision related to the lifetime warranty is based on the number of rings manufactured in the prior school year, consistent with industry standards. The provision for the lifetime warranty on rings was $0.1 million and $0.4 million for
the quarters ended September 29, 2007 and September 30, 2006, respectively. For the nine months ended September 29, 2007 and September 30, 2006, the provision for the warranty was $0.2 million and $1.0 million respectively.
Warranty repair costs for rings manufactured in the current school year are expensed as incurred. Accrued warranty costs included in the condensed consolidated balance sheets were approximately $0.6 million for both September 29, 2007 and
December 30, 2006.

Stock-based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) SFAS No. 123R (revised 2004), Share-Based Payment (SFAS 123R), which requires
the recognition of compensation expense related to all equity awards granted including awards modified, repurchased, or cancelled based on the fair values of the awards at the grant date. For the three-month periods ended September 29, 2007 and
September 30, 2006, the Company recognized total compensation expense related to stock options of $0.1 million and less than $0.1 million, respectively, which is included in selling, general and administrative expenses. Stock-based compensation
expense totaled $0.4 million and $0.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. Refer to Note 15, Stock-based Compensation, for further details.

Mezzanine Equity

Certain management
stockholder agreements contain a repurchase feature whereby Holdings is obligated, under certain circumstances such as death and disability (as defined in the agreements), to repurchase the common equity from the holder and settle amounts in cash.
In accordance with SAB No. 107, Share-Based Payment, such equity instruments are considered temporary equity and have been classified as mezzanine equity in the balance sheets as of September 29, 2007 and December 30, 2006.

Recent Accounting Pronouncements

Effective at the beginning of fiscal 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes(FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 requires applying a more likely than



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##### Table of Contents

not threshold to the recognition and derecognition of tax positions. In connection with the adoption of FIN 48, the Company made a change in accounting
principle for the classification of interest income on tax refunds. Under the previous policy, the Company recorded interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is
recorded as a reduction of income tax expense. In addition, since the adoption of FIN 48, all interest and penalties on income tax assessments have been recorded as income tax expense and included as part of the Companys unrecognized tax
benefit liability. The unrecognized tax benefit liability at December 31, 2006, the date of adoption of FIN 48, was $12.4 million including $1.9 million of gross interest and penalty accruals. Refer to Note 13, Income Taxes,for further
details.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which
establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as
defined in the standard. SFAS No. 157 is effective as of the beginning of the Companys 2008 fiscal year. The Company is currently assessing the impact of SFAS No. 157 in the financial statements.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
(SFAS No. 158). SFAS No. 158 requires: the recognition of the funded status of a benefit plan in the balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits
arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on
periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS No. 158 amends SFAS No. 87, Employers Accounting for Pensions, and SFAS No. 106,
Employers Accounting for Postretirement Benefits Other Than Pensions, to include guidance regarding selection of assumed discount rates for use in measuring the benefit obligation. The requirement to recognize the funded status of a
benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The requirement to measure the plan assets and benefit obligations as of the balance sheet date is effective for fiscal
years ending after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 158 in the financial results, however, based on the funded status of the Companys pension and postretirement plans and the pension
assumptions as of the measurement date, the Company anticipates that it will record an increase to prepaid pension asset of approximately $51 million, an increase to deferred income tax liability of approximately $18 million and an increase of
approximately $33 million in Accumulated Other Comprehensive Income at the end of fiscal 2007.

In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective as of the beginning of the Companys 2008 fiscal year. The Company is currently assessing the impact of SFAS
No. 159 in the financial statements.



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

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

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P. (DLJMBP II),
and DLJ Merchant Banking Partners III, L.P. (DLJMBP III) owned approximately 82.5% of Holdings outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the
Transactions, an affiliate of KKR invested $256.1 million and was issued equity interests representing approximately 49.6% of the voting interest and 45.0% of the economic interest of Holdings, and affiliates of DLJMBP III held equity interests
representing approximately 41.0% of the voting interest and 45.0% of the economic interest of Holdings, with the remainder held by other co-investors and certain members of management. After giving effect to the issuance of equity to additional
members of management, as of September 29, 2007, affiliates of KKR and DLJMBP III (the Sponsors) held approximately 49.0% and 41.0%, respectively, of the voting interest of Holdings, while each continued to hold approximately 44.6%
of the economic interest of Holdings. As of September 29, 2007, 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 1.6% of the voting
interest and approximately 1.7% of the economic interest of Holdings.



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

Restructuring Activity

Special charges for the third quarter ended September 29, 2007 represent $0.2 million of
severance and related benefits for headcount reductions of eight employees in the Marketing and Publishing Services segment.

Special
charges for the nine months ended September 29, 2007 represent $0.2 million of severance and related benefits offset by a reversal of less than $0.1 million for severance and related benefit costs associated with headcount reductions in the
Scholastic and Memory Books segments. The headcount reductions associated with these charges were eight employees in the Marketing and Publishing Services segment.

Special charges for the nine months ended September 30, 2006 included $2.3 million relating to an impairment loss to reduce the carrying value of the former Jostens corporate office buildings, which were
sold, and approximately $0.3 million of special charges for severance and related benefit costs associated with headcount reductions. Headcount reductions associated with these charges were eight employees for Scholastic, two employees for Memory
Books and three employees for the Marketing and Publishing Services segment.

Restructuring accruals of $0.7 million and $1.4 million as of
September 29, 2007 and December 30, 2006, respectively, are included in other accrued liabilities in the condensed consolidated balance sheets. The accruals include amounts provided for severance related to reductions in corporate and
administrative employees from the Scholastic, Memory Books and the Marketing and Publishing Services segments.

On a cumulative basis
through September 29, 2007, the Company incurred $17.7 million of employee severance costs related to initiatives during the period from 2004 to September 29, 2007, which affected an aggregate of 262 employees. As of September 29,
2007, the Company had paid $17.0 million in cash related to these initiatives.

Changes in the restructuring accruals during the first nine
months of 2007 were as follows:



|                              |  |                 |      |   |                 |   |      |                 |  |   |                 |   |  |       |      |   |  |   |       |  
|----------------------------- |  | --------------- | ---- | - | --------------- | - | ---- | --------------- |  | - | --------------- | - |  | ----- | ---- | - |  | - | ----- | -
|In thousands                  |  | 2007Initiatives |      |   | 2006Initiatives |   |      | 2005Initiatives |  |   | 2004Initiatives |   |  | Total |     
|Balance at December 30, 2006  |  | $               |     |   |                 | $ | 513  |                 |  | $ | 111             |   |  | $     | 755  |   |  | $ | 1,379 |  
|Restructuring charges         |  |                 | 236  |   |                 |   | (41  | )               |  |   |                |   |  |       |     |   |  |   | 195   |  
|Severance paid                |  |                 | (154 | ) |                 |   | (372 | )               |  |   | (72             | ) |  |       | (324 | ) |  |   | (922  | )
|                              |  |                 |      |   |                 |   |      |                 |  |   |                 |   |  |       |      |   |  |   |       |  
|Balance at September 29, 2007 |  | $               | 82   |   |                 | $ | 100  |                 |  | $ | 39              |   |  | $     | 431  |   |  | $ | 652   |  
|                              |  |                 |      |   |                 |   |      |                 |  |   |                 |   |  |       |      |   |  |   |       |  

The Company expects the majority of the remaining severance related to the 2004, 2005, 2006 and
2007 initiatives to be paid by the end of 2008.



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

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

On
June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (VSI), a leading supplier in the overhead transparency and book component business. The Company acquired VSI for approximately $25.1
million (including a payment of $0.9 million to be made in 2009). VSI is a market leader in providing overhead transparencies for a variety of publishers, including through key relationships in the educational market segment. VSI also provides a
variety of other visual communication products, including cover components, teaching aids and inserts and overlays. VSI does business under the name of Lehigh Milwaukee.



10



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

The results of these acquired operations have been included in the condensed consolidated financial statements since the respective dates
of acquisition.

The allocation of the aggregate purchase price for the Neff and VSI acquisitions were as follows:



|                              |  |                   |        |  
|----------------------------- |  | ----------------- | ------ | -
|In thousands                  |  | September 29,2007 |       
|Current assets                |  | $                 | 16,031 |  
|Property, plant and equipment |  |                   | 9,173  |  
|Intangible assets             |  |                   | 26,800 |  
|Goodwill                      |  |                   | 15,620 |  
|Long-term assets              |  |                   | 131    |  
|Current liabilities           |  |                   | (6,369 | )
|Long-term liabilities         |  |                   | (5,672 | )
|                              |  |                   |        |  
|                              |  | $                 | 55,714 |  
|                              |  |                   |        |  

In connection with the purchase accounting related to the acquisition of Neff and VSI, the
intangible assets and goodwill approximated $26.8 million and $15.6 million, respectively, which consisted of:



|                       |  |                   |       
|---------------------- |  | ----------------- | ------
|In thousands           |  | September 29,2007
|Customer relationships |  | $                 | 16,840
|Tradenames             |  |                   | 8,650 
|Restrictive covenants  |  |                   | 1,310 
|Goodwill               |  |                   | 15,620
|                       |  |                   |       
|                       |  | $                 | 42,420
|                       |  |                   |       

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

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

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



|6. | Discontinued Operations
|-- | -----------------------

During the second quarter
of 2006, the Company consummated the sale of its Jostens Photography businesses, which previously comprised a reportable segment. The sale closed on June 30, 2006 with the Company recognizing an aggregate $0.2 million net loss on the
transaction and aggregate net proceeds of $64.1 million. Accordingly, this business has been reported as discontinued operations for all periods presented.



11



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In May 2007, the Company completed the sale of its Von Hoffmann Holdings Inc., Von Hoffmann
Corporation and Anthology, Inc. businesses (Von Hoffmann businesses) which had previously been classified as assets held for sale. The Von Hoffmann businesses previously comprised the Educational Textbook segment and a portion of
the Marketing and Publishing Services segment. The operations of the Von Hoffmann businesses, through the date of sale, are reported as discontinued operations in the condensed consolidated financial statements for all periods presented. The Company
recognized net proceeds of $401.8 million and a gain of $98.4 million on the transaction during the second quarter of 2007.

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

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



|                                                  |  |                    |   |                   |                   |        |                   |  |                   |         |  |   |         |  
|------------------------------------------------- |  | ------------------ | - | ----------------- | ----------------- | ------ | ----------------- |  | ----------------- | ------- |  | - | ------- | -
|                                                  |  | Three months ended |   |                   | Nine months ended |       
|In thousands                                      |  | September 29,2007  |   | September 30,2006 |                   |        | September 29,2007 |  | September 30,2006 |        
|Net sales from discontinued operations            |  | $                  |  |                   | $                 | 73,872 |                   |  | $                 | 109,351 |  | $ | 252,786 |  
|Pretax income from discontinued operations        |  |                    |  |                   |                   | 5,115  |                   |  |                   | 20,397  |  |   | 14,501  |  
|Income tax provision from discontinued operations |  |                    |  |                   |                   | 1,132  |                   |  |                   | 7,925   |  |   | 4,857   |  
|                                                  |  |                    |   |                   |                   |        |                   |  |                   |         |  |   |         |  
|Net operating income from discontinued operations |  |                    |  |                   |                   | 3,983  |                   |  |                   | 12,472  |  |   | 9,644   |  
|(Loss) gain on sale of businesses, net of tax     |  |                    |  |                   |                   | (460   | )                 |  |                   | 98,430  |  |   | (659    | )
|                                                  |  |                    |   |                   |                   |        |                   |  |                   |         |  |   |         |  
|Income from discontinued operations, net of tax   |  |                    |  |                   | $                 | 3,523  |                   |  | $                 | 110,902 |  | $ | 8,985   |  
|                                                  |  |                    |   |                   |                   |        |                   |  |                   |         |  |   |         |  

The Jostens Photography and Von Hoffmann businesses have been classified in the condensed
consolidated balance sheets as discontinued operations. The major classes of assets and liabilities of the discontinued operations are summarized as follows:



|                                                     |  |                   |     |                  |   |        
|---------------------------------------------------- |  | ----------------- | --- | ---------------- | - | -------
|In thousands                                         |  | September 29,2007 |     | December 30,2006
|Assets:                                              |  |                   |     |                  |   |        
|Accounts receivable, net                             |  | $                 |    |                  | $ | 32,338 
|Inventories, net                                     |  |                   |    |                  |   | 22,809 
|Prepaid expenses and other current assets            |  |                   |    |                  |   | 1,502  
|                                                     |  |                   |     |                  |   |        
|Total current assets of discontinued operations      |  |                   |    |                  |   | 56,649 
|                                                     |  |                   |     |                  |   |        
|Property, plant and equipment, net                   |  |                   |    |                  |   | 91,567 
|Goodwill                                             |  |                   |    |                  |   | 173,952
|                                                     |  |                   |     |                  |   |        
|Total assets of discontinued operations              |  | $                 |    |                  | $ | 322,168
|                                                     |  |                   |     |                  |   |        
|Liabilities:                                         |  |                   |     |                  |   |        
|Accounts payable                                     |  | $                 |    |                  | $ | 13,641 
|Accrued employee compensation and related taxes      |  |                   |    |                  |   | 5,797  
|Commissions payable                                  |  |                   |    |                  |   | 456    
|Customer deposits                                    |  |                   |    |                  |   | 1,291  
|Other accrued liabilities                            |  |                   | 693 |                  |   | 13,664 
|                                                     |  |                   |     |                  |   |        
|Total current liabilities of discontinued operations |  |                   | 693 |                  |   | 34,849 
|                                                     |  |                   |     |                  |   |        
|Other noncurrent liabilities                         |  |                   |    |                  |   | 6,696  
|                                                     |  |                   |     |                  |   |        
|Total liabilities of discontinued operations         |  | $                 | 693 |                  | $ | 41,545 
|                                                     |  |                   |     |                  |   |        



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At December 30, 2006, other accrued liabilities included $1.7 million related to the Jostens
Recognition business, which was discontinued in 2001. In March 2007, the Company determined that, based on the nature of the liabilities, it is not likely to have any further ongoing obligations, and therefore there are no amounts related to
the Jostens Recognition businesses in the accompanying balance sheets as of September 29, 2007.



|7. | Comprehensive (Loss) Income
|-- | ---------------------------

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



|                                            |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |       
|------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ----------------- | - |  | - | ------
|                                            |  | Three Months Ended |         |   | Nine Months Ended
|In thousands                                |  | September 29,2007  |         |   | September 30,2006 |   |         | September 29,2007 |  |   | September 30,2006
|Net (loss) income                           |  | $                  | (10,805 | ) |                   | $ | (12,046 | )                 |  | $ | 160,457           |   |  | $ | 48,582
|Change in cumulative translation adjustment |  |                    | 132     |   |                   |   | 4       |                   |  |   | (43               | ) |  |   | 252   
|                                            |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |       
|Comprehensive (loss) income                 |  | $                  | (10,673 | ) |                   | $ | (12,042 | )                 |  | $ | 160,414           |   |  | $ | 48,834
|                                            |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |       

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



|                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |       
|------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------
|                                            |  | Three Months Ended |        |   | Nine Months Ended
|In thousands                                |  | September 29,2007  |        |   | September 30,2006 |   |        | September 29,2007 |  |   | September 30,2006
|Net (loss) income                           |  | $                  | (2,795 | ) |                   | $ | (4,276 | )                 |  | $ | 185,803           |   |  | $ | 68,203
|Change in cumulative translation adjustment |  |                    | 132    |   |                   |   | 4      |                   |  |   | (43               | ) |  |   | 252   
|                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |       
|Comprehensive (loss) income                 |  | $                  | (2,663 | ) |                   | $ | (4,272 | )                 |  | $ | 185,760           |   |  | $ | 68,455
|                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |       



|8. | Accounts Receivable and Inventories
|-- | -----------------------------------

Accounts
receivable, net, was comprised of the following:



|                                |  |                   |         |   |                  |   |         |  
|------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|In thousands                    |  | September 29,2007 |         |   | December 30,2006 |  
|Trade receivables               |  | $                 | 152,691 |   |                  | $ | 154,685 |  
|Allowance for doubtful accounts |  |                   | (3,298  | ) |                  |   | (2,726  | )
|Allowance for sales returns     |  |                   | (5,434  | ) |                  |   | (7,278  | )
|                                |  |                   |         |   |                  |   |         |  
|Accounts receivable, net        |  | $                 | 143,959 |   |                  | $ | 144,681 |  
|                                |  |                   |         |   |                  |   |         |  



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Net inventories were comprised of the following:



|                           |  |                   |        |                  |   |        
|-------------------------- |  | ----------------- | ------ | ---------------- | - | -------
|In thousands               |  | September 29,2007 |        | December 30,2006
|Raw materials and supplies |  | $                 | 27,573 |                  | $ | 31,814 
|Work-in-process            |  |                   | 27,249 |                  |   | 34,142 
|Finished goods             |  |                   | 36,055 |                  |   | 39,369 
|                           |  |                   |        |                  |   |        
|                           |  |                   | 90,877 |                  |   | 105,325
|LIFO reserve               |  |                   | 8      |                  |   | 8      
|                           |  |                   |        |                  |   |        
|Inventories, net           |  | $                 | 90,885 |                  |   | 105,333
|                           |  |                   |        |                  |   |        

Precious Metals Consignment Arrangement

The Company has a precious metals consignment agreement with a major financial institution whereby it currently has the ability to obtain up to $32.5
million in consigned inventory. As required by the terms of the consignment 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 September 29, 2007 and December 30, 2006, was $25.3 million and $16.4 million, respectively. The consignment agreement does not have a stated
term and 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 and $0.2 million for the three months ended September 29, 2007 and
September 30, 2006, respectively. The consignment fees expensed for the nine months ended September 29, 2007 and September 30, 2006 were $0.3 million and $0.5 million, respectively.



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

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



|                               |  |               |         |  
|------------------------------ |  | ------------- | ------- | -
|                               |  | September 29, |        
|In thousands                   |  | 2007          |        
|Balance at beginning of period |  | $             | 919,638 |  
|Additions to goodwill          |  |               | 15,971  |  
|Reduction in goodwill          |  |               | (6,633  | )
|Currency translation           |  |               | 182     |  
|                               |  |               |         |  
|                               |  | $             | 929,158 |  
|                               |  |               |         |  

Additions to goodwill during the nine months ended September 29, 2007 primarily relates to goodwill acquired
in the acquisition of Neff of approximately $12.5 million and the goodwill acquired in the acquisition of VSI of approximately $3.1 million. Neffs results are included in the Scholastic reporting segment from the date of acquisition, and
VSIs results are included in the Marketing and Publishing Services reporting segment from the date of acquisition. A reduction in goodwill of $2.3 million resulted from the adoption of FIN 48 for a pre-acquisition tax uncertainty in connection
with the Jostens merger transaction in July 2003, and a further reduction in goodwill of $4.3 million related to a settlement of a pre-acquisition tax contingency.

As of September 29, 2007, goodwill had been allocated to reporting segments as follows:



|                                  |  |               |        
|--------------------------------- |  | ------------- | -------
|                                  |  | September 29,
|In thousands                      |  | 2007         
|Scholastic                        |  | $             | 303,922
|Memory Books                      |  |               | 389,545
|Marketing and Publishing Services |  |               | 235,691
|                                  |  |               |        
|                                  |  | $             | 929,158
|                                  |  |               |        



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Information regarding other intangible assets, as of the dates indicated, is as follows:



|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|------------------------------ |  | -------------------- |  | ------------------- | ------- | ----------------------- | - | -------- | --- |  | ------------------- | ------- | ----------------------- | - | ------- | --- | - | -------- | - |  | - | -------
|                               |  |                      |  | September 29, 2007  |         | December 30, 2006      
|In thousands                   |  | Estimateduseful life |  | Grosscarryingamount |         | Accumulatedamortization |   |          | Net |  | Grosscarryingamount |         | Accumulatedamortization |   |         | Net
|School relationships           |  | 10 years             |  | $                   | 330,000 |                         | $ | (137,816 | )   |  | $                   | 192,184 |                         | $ | 330,000 |     | $ | (113,161 | ) |  | $ | 216,839
|Internally developed software  |  | 2 to 5 years         |  |                     | 12,200  |                         |   | (11,623  | )   |  |                     | 577     |                         |   | 12,200  |     |   | (10,454  | ) |  |   | 1,746  
|Patented/unpatented technology |  | 3 years              |  |                     | 19,774  |                         |   | (15,714  | )   |  |                     | 4,060   |                         |   | 19,767  |     |   | (15,109  | ) |  |   | 4,658  
|Customer relationships         |  | 4 to 40 years        |  |                     | 53,535  |                         |   | (12,069  | )   |  |                     | 41,466  |                         |   | 36,509  |     |   | (9,746   | ) |  |   | 26,763 
|Other                          |  | 3 to 10 years        |  |                     | 67,799  |                         |   | (33,120  | )   |  |                     | 34,679  |                         |   | 61,410  |     |   | (24,927  | ) |  |   | 36,483 
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  |                     | 483,308 |                         |   | (210,342 | )   |  |                     | 272,966 |                         |   | 459,886 |     |   | (173,397 | ) |  |   | 286,489
|Tradenames                     |  | Indefinite           |  |                     | 252,830 |                         |   |         |     |  |                     | 252,830 |                         |   | 244,180 |     |   |         |   |  |   | 244,180
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        
|                               |  |                      |  | $                   | 736,138 |                         | $ | (210,342 | )   |  | $                   | 525,796 |                         | $ | 704,066 |     | $ | (173,397 | ) |  | $ | 530,669
|                               |  |                      |  |                     |         |                         |   |          |     |  |                     |         |                         |   |         |     |   |          |   |  |   |        

Amortization expense related to other intangible assets was $12.4 million and $12.1 million for
the three months ended September 29, 2007 and September 30, 2006, respectively. For the nine months ended September 29, 2007 and September 30, 2006, amortization expense related to other intangible assets was $36.5 million
and $37.7 million, respectively.

Based on intangible assets in service as of September 29, 2007, estimated amortization expense for
the remainder of 2007 and each of the five succeeding fiscal years is $12.4 million, $47.3 million, $42.9 million, $41.4 million, $39.1 million, and $38.5 million, respectively.



|10. | Long-Term Debt
|--- | --------------

Long-term debt consists of the
following:



|                                                                                                                                                                                                                                                                        |  |                   |           |                  |   |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | ---------------- | - | ---------
|In thousands                                                                                                                                                                                                                                                            |  | September 29,2007 |           | December 30,2006
|Holdings:                                                                                                                                                                                                                                                               |  |                   |           |                  |   |          
|Senior discount notes, 10.25% fixed rate, net of discount of $27,136 and $43,043 atSeptember 29, 2007 and December 30, 2006,
respectively, with semi-annual interest accretion through December 1, 2008, thereafter semi-annual and payable at maturity - December 2013 |  | $                 | 220,064   |                  | $ | 204,157  
|Senior notes, 8.75% fixed rate, with semi-annual interest payments of $15.3 million, principal due and payable at maturity - December 2013                                                                                                                              |  |                   | 350,000   |                  |   | 350,000  
|Visant:                                                                                                                                                                                                                                                                 |  |                   |           |                  |   |          
|Borrowings under our senior secured credit facility:                                                                                                                                                                                                                    |  |                   |           |                  |   |          
|Term Loan C, variable rate, 7.19% at September 29, 2007 and 7.37% atDecember 30, 2006, with semi-annual principal and interest
payments throughOctober 1, 2011                                                                                                          |  |                   | 316,500   |                  |   | 716,500  
|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  
|                                                                                                                                                                                                                                                                        |  |                   |           |                  |   |          
|                                                                                                                                                                                                                                                                        |  |                   | 1,386,564 |                  |   | 1,770,657
|Less current portion                                                                                                                                                                                                                                                    |  |                   |          |                  |   |         
|                                                                                                                                                                                                                                                                        |  |                   |           |                  |   |          
|                                                                                                                                                                                                                                                                        |  | $                 | 1,386,564 |                  | $ | 1,770,657
|                                                                                                                                                                                                                                                                        |  |                   |           |                  |   |          

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

Visants obligations under the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant
Secondary Holdings Corp., a direct wholly-owned subsidiary of Holdings and the direct parent of Visant,



15



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##### Table of Contents

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., Visant, Visants material current and future domestic subsidiaries and Visants other current and
future Canadian subsidiaries. Visants obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of Visants assets and substantially all of the assets of Visant
Secondary Holdings Corp. and Visants material current and future domestic subsidiaries, including but not limited to:



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



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

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

Amounts borrowed under the term loan facilities that are repaid or prepaid may not be reborrowed. Visants senior secured facilities allow us,
subject to certain conditions, to incur additional term loans under the term loan C facility, or under a new term facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same
security and guarantees as the term C loan facility.

The senior secured credit facilities require Visant to meet a maximum total leverage
ratio, a minimum interest coverage ratio and a maximum capital expenditures limitation. In addition, the senior secured credit facilities contain certain restrictive covenants which will, among other things, limit Visants and its
subsidiaries ability to incur additional indebtedness, pay dividends, prepay subordinated debt, make investments, merge or consolidate, change the business, amend the terms of Visants subordinated debt and engage in certain other
activities customarily restricted in such agreements. It also contains certain customary events of default, subject to grace periods, as appropriate.

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

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

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

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



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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 September 29, 2007, the Company was in compliance with all covenants under its material debt obligations.

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

As of
September 29, 2007, there was $77.5 million outstanding in the form of short-term borrowings under the senior secured credit facilities that relate to our revolving line of credit, at a weighted average interest rate of 7.5% and an additional
$15.4 million outstanding in the form of letters of credit, leaving $157.1 million available under the Visant $250.0 million revolving credit facility.



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

The Company may enter into or purchase derivative financial instruments principally to manage interest rate, foreign currency exchange and commodities exposures. Forward foreign currency exchange contracts may be used to hedge the impact of
currency fluctuations primarily on inventory purchases denominated in Euros. At September 29, 2007, 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. The purchase commitment at September 29, 2007 was $13.6
million with delivery dates occurring throughout the remainder of 2007. These forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS No. 133, Accounting for Derivatives and Hedging
Activities. The fair market value of the open precious metal forward contracts at September 29, 2007 was $15.3 million based on quoted futures prices for each contract.

Environmental

Our operations are subject to a wide variety of federal, state, local and
foreign laws and regulations governing emissions to air, discharges to water, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters. Compliance
with such laws and regulations has become more stringent and, accordingly, more costly over time.

Also, as an owner and operator of real
property or a generator of hazardous substances, we may be subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or analogous state laws, as well as to
claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances. Some of our current or past operations have involved metalworking and plating, printing, and other activities
that have resulted in environmental conditions that have given rise to liabilities.

As part of our environmental management program, we
have been involved in environmental remediation on a property formerly owned and operated by Jostens for jewelry manufacturing. Although Jostens no longer owns the site, Jostens managed the remediation project, which began in 2000. As of
September 29, 2007, Jostens had made payments totaling $8.1 million for remediation at this site. During 2001, Jostens received reimbursement from its insurance carrier in the amount of $2.7 million, net of legal costs. In July 2006, the State
of Illinois Environmental Protection Agency issued a No Further Remediation letter with respect to this site. Jostens has certain ongoing monitoring obligations. We do not expect the cost of such ongoing monitoring to be material.



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While Jostens may have an additional right of contribution or reimbursement under insurance policies,
amounts recoverable from other entities with respect to a particular site are not considered until recoveries are deemed probable.

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 has revealed that during the relevant period, the subject
merchandise qualified for duty-free tariff treatment under the North American Free Trade Agreement (NAFTA), in which case there should be no loss of revenue or interest payment owed to Customs. However, Customs allegations indicate
that Jostens committed a technical oversight in the classification used by Jostens in claiming the preferential tariff treatment. Through its prior disclosure to Customs, Jostens addressed this technical oversight and asserted that the merchandise
did in fact qualify for duty-free tariff treatment under NAFTA and that there is no associated loss of revenue. In a series of communications received from Customs in December 2006, Jostens learned that Customs was disputing the validity of
Jostens prior disclosure and asserting a loss of revenue in the amount of $2.9 million for duties owed on entries made in 2002 and 2003 and in a separate pre-penalty notice was advised that Customs was contemplating a monetary penalty in the
amount of approximately $5.8 million (two times the alleged loss of revenue). In order to obtain the benefits of the orderly continuation and conclusion of administrative proceedings, Jostens agreed to a two-year waiver of the statute of limitations
with respect to the entries made in 2002 and 2003 that otherwise would have expired at the end of 2007 and 2008, respectively. Jostens elected to continue to address this matter by filing a petition in response to the pre-penalty notice in January
2007, disputing Customs claims and advancing its arguments to support the position that no loss of revenue or penalty should be issued against the Company, or in the alternative, that any penalty based on a purely technical violation should be
reduced to a nominal fixed amount reflective of the nature of the violation. In May 2007, Customs issued a penalty notice assessing a loss of revenue (plus interest) and penalty as described above based on asserted negligence by Jostens. In July
2007, Jostens filed a petition in response to the penalty notice challenging Customs findings and asserting that there has been no loss of revenue and that no penalty should be issued against Jostens or that, in the alternative, any penalty
should be reduced to a nominal fixed amount reflective of the nature of the violation or mitigated on the basis that the imports at issue are nonetheless duty free. At this stage of the proceedings, the matter is being evaluated by Customs. In
October 2007, based on recent court rulings, Jostens presented additional arguments for Customs consideration supporting that the subject imports at the time of entry were entitled to duty free status. Jostens intends to continue to vigorously
defend its position and has recorded no accrual for any potential liability pending further communication with Customs. Jostens has the opportunity to extend an offer in compromise to Customs in an effort to settle this matter in advance of a final
administrative decision. If Jostens were to do so, it would be required to tender the amount offered to Customs at the time. It is not clear what Customs final position will be with respect to the alleged tariff classification errors or that
Jostens will not be foreclosed from receiving duty free treatment for the subject imports. Jostens may not be successful in its defense, and the disposition of this matter may have a material effect on our business, financial condition and results
of operations.

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 income tax
provisions for the nine months ended September 29, 2007 based on its best estimate of the consolidated effective tax rate applicable for the entire 2007 fiscal year. The estimated 2007 fiscal year consolidated effective tax rates were 37.0% and
36.9% for Holdings and Visant, respectively, before consideration of the effect of $1.2 million of tax and interest accruals for unrecognized tax benefits and other income tax adjustments considered a period expense or benefit. The combined effect
of the annual estimated consolidated tax rates and the net current period tax adjustments resulted in effective tax rates of 38.5% and 38.3% for Holdings and Visant, respectively, for the nine-month period ended September 29, 2007. The annual
estimated effective tax rates for fiscal year 2007 were favorably affected by an increase in the rate of deduction for the U.S. domestic manufacturing deduction. Tax and interest accruals considered a period expense or benefit unfavorably affected
the tax rate and included adjustments under FIN 48, adjustments to reflect the filing of the Companys 2006 income tax returns, and adjustments to reflect certain changes in state income tax laws.



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For the comparable nine-month period ended September 30, 2006, the effective rates of income tax
expense for Holdings and Visant were 38.5% and 37.7%, respectively. These rates reflect a lower rate of deduction during the nine-month period in 2006 for the U.S. domestic manufacturing deduction and do not include the effect of period adjustments
recorded in the comparable 2007 period.

In June 2006, the FASB issued FIN 48 which requires application of a more likely than
not threshold to the financial statement recognition and derecognition of tax positions taken by the Company in its income tax filings. Using the more likely than not standard under current tax law, FIN 48 requires that tax benefit recognition
be adjusted to reflect the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

In
connection with the adoption of FIN 48, the Company made a change in accounting principle for the classification of interest income on tax refunds and tax-related interest expense and penalties. Under the previous policy, the Company recorded
interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is recorded as a reduction of income tax expense. In addition, the Companys previous accounting policy was to
report tax-related interest expense and penalties either as income tax expense in the case of uncertain tax positions or as interest expense in the case of routine tax assessments. Since the adoption of FIN 48, all interest and penalties on income
tax assessments have been recorded as income tax expense and included as part of the Companys unrecognized tax benefit liability.

The unrecognized tax benefit liability at December 31, 2006, the date of the Companys adoption of FIN 48, was $12.4 million, including $1.9 million of gross interest and penalty accruals. In connection with such adoption, the
Company recorded a $1.4 million increase to beginning retained earnings and a $2.3 million decrease to goodwill, with a corresponding reduction of $3.7 million in the existing reserve balance for uncertain tax positions. These adjustments were
required to adjust from the Companys previous method of accounting for income tax loss contingencies under SFAS No. 5, Accounting for Contingencies, to the method prescribed under FIN 48. The adjustment to goodwill relates to a
pre-acquisition tax uncertainty in connection with the Jostens merger transaction in July 2003. As of December 31, 2006, the date of adoption of FIN 48, the amount of the Companys unrecognized tax benefit that, if recognized, would affect
the effective tax rate, was $6.1 million excluding gross interest and penalty accruals of $1.9 million. During the three months ended September 29, 2007, the Company reduced its unrecognized tax benefit liability by $5.5 million. Approximately
$4.3 million of the total decrease reduced goodwill because the tax position related to a pre-acquisition tax contingency. The remaining portion of the reduction represented gross interest accruals which decreased income tax expense by $0.6 million
net of deferred income tax.

As of the date of adoption of FIN 48, the Companys income tax filings for 2004 to 2006 were subject to
examination in the U.S federal tax jurisdiction. The Internal Revenue Service is examining two pre-acquisition tax filings for one of the Companys subsidiaries for periods in 2004 and the Companys consolidated tax filing for 2005. The
Company is also subject to examinations in state and foreign tax jurisdictions for the 2002 to 2006 periods, none of which are expected to be material. The Company has filed appeals for a Canadian federal examination of tax years 1996 and 1997.
Though subject to uncertainty, the Company believes it has made appropriate provisions for all outstanding issues for all open years and in all applicable jurisdictions. During the next twelve months, the Company does not expect that there will be a
significant change in the unrecognized tax benefit liability.



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|14. | Pension and Other Postretirement Benefit Plans
|--- | ----------------------------------------------

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



|                                        |  |                    |        |   |                         |   |        |                   |  |   |                   |   |  |   |     |  
|--------------------------------------- |  | ------------------ | ------ | - | ----------------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | --- | -
|                                        |  | Pension benefits   |        |   | Postretirement benefits |  
|                                        |  | Three months ended |        |   | Three months ended      |  
|In thousands                            |  | September 29,2007  |        |   | September 30,2006       |   |        | September 29,2007 |  |   | September 30,2006 |  
|Service cost                            |  | $                  | 1,602  |   |                         | $ | 1,651  |                   |  | $ | 3                 |   |  | $ | 5   |  
|Interest cost                           |  |                    | 3,903  |   |                         |   | 3,747  |                   |  |   | 38                |   |  |   | 49  |  
|Expected return on plan assets          |  |                    | (6,044 | ) |                         |   | (5,653 | )                 |  |   |                  |   |  |   |    |  
|Amortization of prior year service cost |  |                    | (199   | ) |                         |   | (120   | )                 |  |   | (69               | ) |  |   | (70 | )
|Amortization of net actuarial loss      |  |                    |       |   |                         |   |       |                   |  |   | 9                 |   |  |   | 24  |  
|                                        |  |                    |        |   |                         |   |        |                   |  |   |                   |   |  |   |     |  
|Net periodic benefit (income) expense   |  | $                  | (738   | ) |                         | $ | (375   | )                 |  | $ | (19               | ) |  | $ | 8   |  
|                                        |  |                    |        |   |                         |   |        |                   |  |   |                   |   |  |   |     |  



|                                        |  |                   |         |   |                         |   |         |                   |  |   |                   |   |  |   |      |  
|--------------------------------------- |  | ----------------- | ------- | - | ----------------------- | - | ------- | ----------------- |  | - | ----------------- | - |  | - | ---- | -
|                                        |  | Pension benefits  |         |   | Postretirement benefits |  
|                                        |  | Nine months ended |         |   | Nine months ended       |  
|In thousands                            |  | September 29,2007 |         |   | September 30,2006       |   |         | September 29,2007 |  |   | September 30,2006 |  
|Service cost                            |  | $                 | 4,806   |   |                         | $ | 4,953   |                   |  | $ | 9                 |   |  | $ | 15   |  
|Interest cost                           |  |                   | 11,709  |   |                         |   | 11,241  |                   |  |   | 114               |   |  |   | 147  |  
|Expected return on plan assets          |  |                   | (18,132 | ) |                         |   | (16,959 | )                 |  |   |                  |   |  |   |     |  
|Amortization of prior year service cost |  |                   | (597    | ) |                         |   | (360    | )                 |  |   | (207              | ) |  |   | (210 | )
|Amortization of net actuarial loss      |  |                   |        |   |                         |   |        |                   |  |   | 27                |   |  |   | 72   |  
|                                        |  |                   |         |   |                         |   |         |                   |  |   |                   |   |  |   |      |  
|Net periodic benefit (income) expense   |  | $                 | (2,214  | ) |                         | $ | (1,125  | )                 |  | $ | (57               | ) |  | $ | 24   |  
|                                        |  |                   |         |   |                         |   |         |                   |  |   |                   |   |  |   |      |  

As of December 30, 2006, the Company did not expect to have an obligation to contribute to
its qualified pension plans in 2007 due to the funded status of the plans. This estimate has not changed as of September 29, 2007. For the nine months ended September 29, 2007, the Company did not make any contributions to the qualified
pension plans and contributed $1.4 million and $0.2 million to its non-qualified pension plans and postretirement welfare plans, respectively. These payments to the non-qualified pension and postretirement welfare plans are consistent with the
expected amounts disclosed as of December 30, 2006.



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

The 2003 Stock Incentive
Plan (the 2003 Plan) was approved by the Board of Directors and effective as of October 30, 2003. The 2003 Plan permits 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. The
maximum grant to any one person shall not exceed in the aggregate 70,400 shares. We do not currently intend to make any additional grants under the 2003 Plan. Option grants consist of time options, which vest and become exercisable in
annual installments over the first five years following the date of grant, and/or performance options, which vest and become exercisable over the first five years following the date of grant at varying levels based on the achievement of
certain EBITDA targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal
year satisfies cumulative performance targets, subject to certain conditions. Upon the occurrence of a change in control (as defined in the 2003 Plan), the unvested portion of any time option will immediately become vested and
exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate depending on the timing of the change of control and return on the equity investment by DLJMBP III in the Company as provided under the
2003 Plan. A change in control under the 2003 Plan is defined as: (1) 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



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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 (2) the consummation of 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. The Transactions did not constitute
a change of control under the 2003 Plan. Options issued under the 2003 Plan expire on the tenth anniversary of the grant date. The shares underlying the options are subject to certain transfer and other restrictions set forth in that certain
Stockholders Agreement dated July 29, 2003, by and among the Company and certain holders of the capital stock of the Company. Participants under the 2003 Plan are also subject to certain restrictive covenants with respect to confidential
information of the Company and non-competition in connection with their receipt of options.

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

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 the issuance of a total of 510,230 shares of Holdings Class A Common Stock. As of September 29, 2007 there were 54,626 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: (1) the sale (in one or a series of transactions) of all or substantially all of the assets of
Holdings to an unaffiliated person; (2) 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; (3) a merger, consolidation, recapitalization
or reorganization of Holdings with or into an unaffiliated person; if and only if any such event listed in (1) through (3) 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 granted. All options, restricted shares and any common stock for which such equity awards are exercised or with respect to which restrictions lapse are governed by a management stockholders agreement and sale
participation agreement. Participants under the 2004 Plan are also subject to certain restrictive covenants with respect to confidential information of the Company and non-competition in connection with their receipt of options. As of
September 29, 2007, there were 182,677 options and restricted shares vested under the 2004 Plan and 172,693 options and restricted shares subject to vesting. In addition, there were 100,234 shares issued under the 2004 Plan owned outright
by certain employees.

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

On April 4, 2006, the Company declared and paid a special cash dividend of $57.03 per share to the common stockholders of
Holdings. In connection with the special cash dividend, on April 4, 2006, the exercise prices of issued and outstanding options as of April 4, 2006 under the 2003 Plan and the 2004 Plan were reduced by an amount equal to the dividend. The
2003 and 2004 Plans and underlying stock option agreements contain provisions that provide for anti-dilutive protection in the case of certain extraordinary corporate transactions, such as the special dividend, and the incremental compensation cost,
defined as the difference in the fair value of the modified award immediately before and after the



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modification, was calculated as zero. As a result of the above modification, all stock option awards previously accounted for under APB No. 25 will be
prospectively accounted for under SFAS No. 123R. Accordingly, no incremental compensation cost was recognized as a result of the modification.

For the three-month periods ended September 29, 2007 and September 30, 2006, the Company recognized total compensation expense related to stock options of $0.1 million and less than $0.1 million, respectively, which is included in
selling, general and administrative expenses. Stock-based compensation expense totaled $0.4 million and $0.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. For the three-month period ended
September 29, 2007, no options were granted, exercised or cancelled and an insignificant amount of options vested. For the three-month period ended September 30, 2006, no options were granted or exercised and an insignificant amount of
options vested.

The following table summarizes stock option activity for Holdings:



|                                                 |  |        |   |  |                                 |        |  
|------------------------------------------------ |  | ------ | - |  | ------------------------------- | ------ | -
|Shares in thousands                              |  | Shares |   |  | Weighted -averageexercise price |       
|Outstanding at December 30, 2006                 |  | 397    |   |  | $                               | 41.21  | *
|Granted                                          |  | 5      |   |  | $                               | 169.15 |  
|Forfeited                                        |  | (3     | ) |  | $                               | 56.80  |  
|Cancelled                                        |  | (2     | ) |  | $                               | 43.73  |  
|                                                 |  |        |   |  |                                 |        |  
|Outstanding at September 29, 2007                |  | 397    |   |  | $                               | 42.85  |  
|                                                 |  |        |   |  |                                 |        |  
|Vested or expected to vest at September 29, 2007 |  | 397    |   |  | $                               | 42.85  |  
|                                                 |  |        |   |  |                                 |        |  
|Exercisable at September 29, 2007                |  | 226    |   |  | $                               | 37.94  |  
|                                                 |  |        |   |  |                                 |        |  



| | * | Weighted average exercise price at December 30, 2006 has been adjusted to reflect the special dividend declared in April 2006.
| | - | ------------------------------------------------------------------------------------------------------------------------------

The weighted average remaining contractual life of outstanding options at September 29, 2007 was approximately 7.8 years.



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

On March 16, 2007, the
Company acquired all of the outstanding capital stock of Neff. Neff is a leading single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the scholastic market segment. Neff operates as a direct
subsidiary of Visant under the Neff brand name and its results are reported as part of the Scholastic segment from the date of acquisition.

In May 2007, the Company completed its sale of its Von Hoffmann businesses to R.R. Donnelley & Sons Company pursuant to a Stock Purchase Agreement entered into in January 2007. The Von Hoffmann businesses, which had previously
comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment, had been classified as assets for sale since December 2006. The operations of the Von Hoffmann businesses are reported as discontinued
operations in the condensed consolidated financial statements for all periods presented. Refer to Note 6, Discontinued Operations,for further details.

On June 14, 2007, the Company acquired all of the outstanding capital stock of VSI. VSI is a leading supplier in the overhead transparency and book component business for the educational market. VSI does business
under the name of Lehigh Milwaukee. Results of VSI are included in the Marketing and Publishing services segment from such date.

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



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Our three reportable segments consist of:



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



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



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

The following table presents information of Holdings by business segment:



|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|--------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | ------- |  | - | -------- | - |  | ---- | --
|                                  |  | Three months ended |         |   |               |   |         |         | 
|                                  |  | September 29,      |         |   | September 30, |   |         |         |  |   |          |  
|In thousands                      |  | 2007               |         |   | 2006          |   |         | $Change |  |   | % Change |  
|Net sales                         |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Scholastic                        |  | $                  | 43,983  |   |               | $ | 34,081  |         |  | $ | 9,902    |   |  | 29.1 | % 
|Memory Books                      |  |                    | 72,060  |   |               |   | 70,665  |         |  |   | 1,395    |   |  | 2.0  | % 
|Marketing and Publishing Services |  |                    | 122,653 |   |               |   | 110,978 |         |  |   | 11,675   |   |  | 10.5 | % 
|Inter-segment eliminations        |  |                    | (300    | ) |               |   | (14     | )       |  |   | (286     | ) |  | NM   |   
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Net sales                         |  | $                  | 238,396 |   |               | $ | 215,710 |         |  | $ | 22,686   |   |  | 10.5 | % 
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Operating income                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Scholastic                        |  | $                  | (16,186 | ) |               | $ | (15,069 | )       |  | $ | (1,117   | ) |  | (7.4 | %)
|Memory Books                      |  |                    | 9,380   |   |               |   | 9,184   |         |  |   | 196      |   |  | 2.1  | % 
|Marketing and Publishing Services |  |                    | 22,080  |   |               |   | 20,183  |         |  |   | 1,897    |   |  | 9.4  | % 
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Operating income                  |  | $                  | 15,274  |   |               | $ | 14,298  |         |  | $ | 976      |   |  | 6.8  | % 
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Depreciation and amortization     |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Scholastic                        |  | $                  | 6,638   |   |               | $ | 6,387   |         |  | $ | 251      |   |  | 3.9  | % 
|Memory Books                      |  |                    | 8,848   |   |               |   | 8,511   |         |  |   | 337      |   |  | 4.0  | % 
|Marketing and Publishing Services |  |                    | 6,384   |   |               |   | 4,862   |         |  |   | 1,522    |   |  | 31.3 | % 
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   
|Depreciation and amortization     |  | $                  | 21,870  |   |               | $ | 19,760  |         |  | $ | 2,110    |   |  | 10.7 | % 
|                                  |  |                    |         |   |               |   |         |         |  |   |          |   |  |      |   

NM = Not meaningful



23



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|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|--------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                                  |  | Nine months ended |         |   |                   |   |         |          | 
|In thousands                      |  | September 29,2007 |         |   | September 30,2006 |   |         | $ Change |  |   | % Change |  
|Net sales                         |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Scholastic                        |  | $                 | 320,384 |   |                   | $ | 298,318 |          |  | $ | 22,066   |   |  | 7.4  | % 
|Memory Books                      |  |                   | 344,435 |   |                   |   | 333,299 |          |  |   | 11,136   |   |  | 3.3  | % 
|Marketing and Publishing Services |  |                   | 331,666 |   |                   |   | 281,637 |          |  |   | 50,029   |   |  | 17.8 | % 
|Inter-segment eliminations        |  |                   | (773    | ) |                   |   | (66     | )        |  |   | (707     | ) |  | NM   |   
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Net sales                         |  | $                 | 995,712 |   |                   | $ | 913,188 |          |  | $ | 82,524   |   |  | 9.0  | % 
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Operating income                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Scholastic                        |  | $                 | 31,284  |   |                   | $ | 26,821  |          |  | $ | 4,463    |   |  | 16.6 | % 
|Memory Books                      |  |                   | 104,328 |   |                   |   | 95,484  |          |  |   | 8,844    |   |  | 9.3  | % 
|Marketing and Publishing Services |  |                   | 57,411  |   |                   |   | 51,595  |          |  |   | 5,816    |   |  | 11.3 | % 
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Operating income                  |  | $                 | 193,023 |   |                   | $ | 173,900 |          |  | $ | 19,123   |   |  | 11.0 | % 
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Depreciation and amortization     |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Scholastic                        |  | $                 | 19,853  |   |                   | $ | 20,374  |          |  | $ | (521     | ) |  | (2.6 | %)
|Memory Books                      |  |                   | 26,909  |   |                   |   | 26,489  |          |  |   | 420      |   |  | 1.6  | % 
|Marketing and Publishing Services |  |                   | 17,280  |   |                   |   | 13,850  |          |  |   | 3,430    |   |  | 24.8 | % 
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   
|Depreciation and amortization     |  | $                 | 64,042  |   |                   | $ | 60,713  |          |  | $ | 3,329    |   |  | 5.5  | % 
|                                  |  |                   |         |   |                   |   |         |          |  |   |          |   |  |      |   

NM = Not meaningful



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

Management Services Agreement

In connection with the Transactions, we entered into a management services agreement with the Sponsors pursuant to which the
Sponsors provide certain structuring, consulting and management advisory services to us. Under the management services agreement, during the term thereof, the Sponsors receive an annual advisory fee of $3.0 million, that is payable quarterly and
which increases by 3% per year. The Company paid $0.8 million as advisory fees to the Sponsors for both the three months ended September 29, 2007 and September 30, 2006. For the nine months periods ended September 29, 2007 and
September 30, 2006, the Company paid $2.4 million and $2.3 million, respectively, as advisory fees to the Sponsors. The management services agreement also provides that we will indemnify the Sponsors and their affiliates, directors, officers
and representatives for losses relating to the services contemplated by the management services agreement and the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, the management services
agreement.



|18. | Condensed Consolidating Guarantor Information
|--- | ---------------------------------------------

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



24



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended September 29, 2007



|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|------------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | ------------ | ------ |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                           |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  | Eliminations |        |  | Total |        
|Net sales                                              |  | $      |        |   |            | $ | 228,366 |                |  | $            | 16,184 |  | $     | (6,154  | ) |  | $ | 238,396 |  
|Cost of products sold                                  |  |        | (2,379  | ) |            |   | 135,639 |                |  |              | 8,900  |  |       | (6,127  | ) |  |   | 136,033 |  
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Gross profit                                           |  |        | 2,379   |   |            |   | 92,727  |                |  |              | 7,284  |  |       | (27     | ) |  |   | 102,363 |  
|Selling and administrative expenses                    |  |        | (269    | ) |            |   | 83,168  |                |  |              | 3,874  |  |       |        |   |  |   | 86,773  |  
|Gain on sale of assets                                 |  |        |        |   |            |   | (65     | )              |  |              |       |  |       |        |   |  |   | (65     | )
|Special charges                                        |  |        |        |   |            |   | 236     |                |  |              |       |  |       |        |   |  |   | 236     |  
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Operating income                                       |  |        | 2,648   |   |            |   | 9,388   |                |  |              | 3,410  |  |       | (27     | ) |  |   | 15,419  |  
|Net interest expense                                   |  |        | 17,104  |   |            |   | 15,082  |                |  |              | 12     |  |       | (14,532 | ) |  |   | 17,666  |  
|Equity earnings (loss) in subsidiary, net of tax       |  |        | 1,728   |   |            |   | (2,202  | )              |  |              |       |  |       | 474     |   |  |   |        |  
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                      |  |        | (16,184 | ) |            |   | (3,492  | )              |  |              | 3,398  |  |       | 14,031  |   |  |   | (2,247  | )
|Provision for (benefit from) income taxes              |  |        | 1,161   |   |            |   | (1,764  | )              |  |              | 1,196  |  |       | (45     | ) |  |   | 548     |  
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|(Loss) income from continuing operations               |  |        | (17,345 | ) |            |   | (1,728  | )              |  |              | 2,202  |  |       | 14,076  |   |  |   | (2,795  | )
|Income (loss) from discontinued operations, net of tax |  |        |        |   |            |   |        |                |  |              |       |  |       |        |   |  |   |        |  
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  
|Net (loss) income                                      |  | $      | (17,345 | ) |            | $ | (1,728  | )              |  | $            | 2,202  |  | $     | 14,076  |   |  | $ | (2,795  | )
|                                                       |  |        |         |   |            |   |         |                |  |              |        |  |       |         |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended September 30, 2006



|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                     |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net sales                                        |  | $      |        |   |            | $ | 212,294 |                |  | $ | 11,228       |   |  | $     | (7,812  | ) |  | $ | 215,710 |  
|Cost of products sold                            |  |        | (270    | ) |            |   | 123,744 |                |  |   | 8,907        |   |  |       | (7,640  | ) |  |   | 124,741 |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Gross profit                                     |  |        | 270     |   |            |   | 88,550  |                |  |   | 2,321        |   |  |       | (172    | ) |  |   | 90,969  |  
|Selling and administrative expenses              |  |        | (671    | ) |            |   | 75,658  |                |  |   | 2,434        |   |  |       |        |   |  |   | 77,421  |  
|Gain on sale of assets                           |  |        |        |   |            |   | (788    | )              |  |   |             |   |  |       |        |   |  |   | (788    | )
|Special charges                                  |  |        |        |   |            |   |         |                |  |   |             |   |  |       |        |   |  |   |        |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income (loss)                          |  |        | 941     |   |            |   | 13,680  |                |  |   | (113         | ) |  |       | (172    | ) |  |   | 14,336  |  
|Net interest expense                             |  |        | 24,506  |   |            |   | 29,935  |                |  |   | 53           |   |  |       | (26,380 | ) |  |   | 28,114  |  
|Equity loss (earnings) in subsidiary, net of tax |  |        | 6,470   |   |            |   | (1,045  | )              |  |   |             |   |  |       | (5,425  | ) |  |   |        |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                |  |        | (30,035 | ) |            |   | (15,210 | )              |  |   | (166         | ) |  |       | 31,633  |   |  |   | (13,778 | )
|Provision for (benefit from) income taxes        |  |        | 1,458   |   |            |   | (7,267  | )              |  |   | (103         | ) |  |       | (67     | ) |  |   | (5,979  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) from continuing operations                |  |        | (31,493 | ) |            |   | (7,943  | )              |  |   | (63          | ) |  |       | 31,700  |   |  |   | (7,799  | )
|Income from discontinued operations, net of tax  |  |        | 942     |   |            |   | 1,473   |                |  |   | 1,108        |   |  |       |        |   |  |   | 3,523   |  
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net (loss) income                                |  | $      | (30,551 | ) |            | $ | (6,470  | )              |  | $ | 1,045        |   |  | $     | 31,700  |   |  | $ | (4,276  | )
|                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  



25



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended September 29, 2007



|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|------------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------
|In thousands                                           |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total
|Net sales                                              |  | $      |        |   |            | $ | 971,924 |                |  | $ | 45,488       |   |  | $     | (21,700 | ) |  | $ | 995,712
|Cost of products sold                                  |  |        | (6,588  | ) |            |   | 484,653 |                |  |   | 25,501       |   |  |       | (21,687 | ) |  |   | 481,879
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|Gross profit                                           |  |        | 6,588   |   |            |   | 487,271 |                |  |   | 19,987       |   |  |       | (13     | ) |  |   | 513,833
|Selling and administrative expenses                    |  |        | (307    | ) |            |   | 308,516 |                |  |   | 11,325       |   |  |       |         |   |  |   | 319,534
|Loss on sale of assets                                 |  |        |        |   |            |   | 555     |                |  |   |             |   |  |       |         |   |  |   | 555    
|Special charges                                        |  |        |        |   |            |   | 195     |                |  |   |             |   |  |       |         |   |  |   | 195    
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|Operating income                                       |  |        | 6,895   |   |            |   | 178,005 |                |  |   | 8,662        |   |  |       | (13     | ) |  |   | 193,549
|Net interest expense                                   |  |        | 67,742  |   |            |   | 65,840  |                |  |   | 84           |   |  |       | (61,432 | ) |  |   | 72,234 
|Equity earnings in subsidiary, net of tax              |  |        | (87,261 | ) |            |   | (5,569  | )              |  |   |             |   |  |       | 92,830  |   |  |   |       
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|Income (loss) before income taxes                      |  |        | 26,414  |   |            |   | 117,734 |                |  |   | 8,578        |   |  |       | (31,411 | ) |  |   | 121,315
|Provision for (benefit from) income taxes              |  |        | 499     |   |            |   | 42,968  |                |  |   | 2,986        |   |  |       | (39     | ) |  |   | 46,414 
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|Income from continuing operations                      |  |        | 25,915  |   |            |   | 74,766  |                |  |   | 5,592        |   |  |       | (31,372 | ) |  |   | 74,901 
|Income (loss) from discontinued operations, net of tax |  |        | 98,430  |   |            |   | 12,495  |                |  |   | (23          | ) |  |       |         |   |  |   | 110,902
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        
|Net income                                             |  | $      | 124,345 |   |            | $ | 87,261  |                |  | $ | 5,569        |   |  | $     | (31,372 | ) |  | $ | 185,803
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |        

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended September 30, 2006



|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|------------------------------------------------------ |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|In thousands                                           |  | Visant |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net sales                                              |  | $      |        |   |            | $ | 895,073 |                |  | $ | 36,125       |   |  | $     | (18,010 | ) |  | $ | 913,188 |  
|Cost of products sold                                  |  |        | (3,363  | ) |            |   | 444,625 |                |  |   | 23,886       |   |  |       | (17,827 | ) |  |   | 447,321 |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Gross profit                                           |  |        | 3,363   |   |            |   | 450,448 |                |  |   | 12,239       |   |  |       | (183    | ) |  |   | 465,867 |  
|Selling and administrative expenses                    |  |        | (813    | ) |            |   | 281,571 |                |  |   | 10,055       |   |  |       |         |   |  |   | 290,813 |  
|Loss (gain) on sale of assets                          |  |        | 5       |   |            |   | (1,646  | )              |  |   |             |   |  |       |         |   |  |   | (1,641  | )
|Special charges                                        |  |        |        |   |            |   | 2,594   |                |  |   |             |   |  |       |         |   |  |   | 2,594   |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income                                       |  |        | 4,171   |   |            |   | 167,929 |                |  |   | 2,184        |   |  |       | (183    | ) |  |   | 174,101 |  
|Net interest expense                                   |  |        | 74,644  |   |            |   | 83,496  |                |  |   | 165          |   |  |       | (79,271 | ) |  |   | 79,034  |  
|Equity (earnings) loss in subsidiary, net of tax       |  |        | (62,455 | ) |            |   | 3,339   |                |  |   |             |   |  |       | 59,116  |   |  |   |        |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) income before income taxes                      |  |        | (8,018  | ) |            |   | 81,094  |                |  |   | 2,019        |   |  |       | 19,972  |   |  |   | 95,067  |  
|Provision for income taxes                             |  |        | 3,881   |   |            |   | 31,345  |                |  |   | 695          |   |  |       | (72     | ) |  |   | 35,849  |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|(Loss) income from continuing operations               |  |        | (11,899 | ) |            |   | 49,749  |                |  |   | 1,324        |   |  |       | 20,044  |   |  |   | 59,218  |  
|Income (loss) from discontinued operations, net of tax |  |        | 942     |   |            |   | 12,706  |                |  |   | (4,663       | ) |  |       |        |   |  |   | 8,985   |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  
|Net (loss) income                                      |  | $      | (10,957 | ) |            | $ | 62,455  |                |  | $ | (3,339       | ) |  | $     | 20,044  |   |  | $ | 68,203  |  
|                                                       |  |        |         |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |         |  



26



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CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

September 29, 2007



|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|---------------------------------------------- |  | ------ | --------- | - | ---------- | - | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                   |  | Visant |           |   | Guarantors |   | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                         |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                      |  | $      | 786       |   |            | $ | 9,264          |  | $ | 10,920       |   |  | $     |           |   |  | $ | 20,970   
|Accounts receivable, net                       |  |        | 1,523     |   |            |   | 126,698        |  |   | 15,738       |   |  |       |           |   |  |   | 143,959  
|Inventories, net                               |  |        |          |   |            |   | 88,384         |  |   | 2,703        |   |  |       | (202       | ) |  |   | 90,885   
|Salespersons overdrafts, net                   |  |        |          |   |            |   | 28,777         |  |   | 1,305        |   |  |       |            |   |  |   | 30,082   
|Prepaid expenses and other current assets      |  |        | 845       |   |            |   | 10,415         |  |   | 1,564        |   |  |       |            |   |  |   | 12,824   
|Intercompany receivable                        |  |        | 36,741    |   |            |   | 30,067         |  |   |             |   |  |       | (66,808    | ) |  |   |         
|Deferred income taxes                          |  |        | (448      | ) |            |   | 13,198         |  |   | 75           |   |  |       |           |   |  |   | 12,825   
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                           |  |        | 39,447    |   |            |   | 306,803        |  |   | 32,305       |   |  |       | (67,010    | ) |  |   | 311,545  
|Property, plant, and equipment, net            |  |        | 1,079     |   |            |   | 182,838        |  |   | 134          |   |  |       |           |   |  |   | 184,051  
|Goodwill                                       |  |        |          |   |            |   | 906,980        |  |   | 22,178       |   |  |       |           |   |  |   | 929,158  
|Intangibles, net                               |  |        |          |   |            |   | 516,094        |  |   | 9,702        |   |  |       |           |   |  |   | 525,796  
|Deferred financing costs, net                  |  |        | 22,594    |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 22,594   
|Intercompany receivable                        |  |        | 746,250   |   |            |   | 4,290          |  |   |             |   |  |       | (750,540   | ) |  |   |         
|Other assets                                   |  |        | 40        |   |            |   | 12,316         |  |   | 76           |   |  |       |            |   |  |   | 12,432   
|Investment in subsidiaries                     |  |        | 575,261   |   |            |   | 78,090         |  |   |             |   |  |       | (653,351   | ) |  |   |         
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total assets                                   |  | $      | 1,384,671 |   |            | $ | 2,007,411      |  | $ | 64,395       |   |  | $     | (1,470,901 | ) |  | $ | 1,985,576
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY           |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Book overdrafts                                |  | $      |          |   |            | $ | 2,423          |  | $ |             |   |  | $     |           |   |  | $ | 2,423    
|Short-term borrowings                          |  |        | 77,500    |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 77,500   
|Accounts payable                               |  |        | 2,451     |   |            |   | 43,447         |  |   | 4,020        |   |  |       | 25         |   |  |   | 49,943   
|Accrued employee compensation                  |  |        | 6,452     |   |            |   | 26,056         |  |   | 1,899        |   |  |       |           |   |  |   | 34,407   
|Customer deposits                              |  |        |          |   |            |   | 36,845         |  |   | 3,312        |   |  |       |           |   |  |   | 40,157   
|Commissions payable                            |  |        |          |   |            |   | 10,286         |  |   | 682          |   |  |       |           |   |  |   | 10,968   
|Income taxes payable                           |  |        | (12,407   | ) |            |   | 18,080         |  |   | 4,351        |   |  |       | (113       | ) |  |   | 9,911    
|Interest payable                               |  |        | 19,268    |   |            |   | 35             |  |   |             |   |  |       |            |   |  |   | 19,303   
|Intercompany payable                           |  |        |          |   |            |   | 62,570         |  |   |             |   |  |       | (62,570    | ) |  |   |         
|Other accrued liabilities                      |  |        | 2,517     |   |            |   | 14,679         |  |   | 5,083        |   |  |       |            |   |  |   | 22,279   
|Current liabilities of discontinued operations |  |        | 693       |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 693      
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                      |  |        | 96,474    |   |            |   | 214,421        |  |   | 19,347       |   |  |       | (62,658    | ) |  |   | 267,584  
|Long-term debt, less current maturities        |  |        | 816,500   |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 816,500  
|Intercompany payable (receivable)              |  |        | 82,897    |   |            |   | 986,257        |  |   | (32,537      | ) |  |       | (1,036,617 | ) |  |   |         
|Deferred income taxes                          |  |        | (153      | ) |            |   | 189,086        |  |   | (505         | ) |  |       |           |   |  |   | 188,428  
|Pension liabilities, net                       |  |        | (946      | ) |            |   | 18,881         |  |   |             |   |  |       |           |   |  |   | 17,935   
|Other noncurrent liabilities                   |  |        | 9,254     |   |            |   | 23,505         |  |   |             |   |  |       |           |   |  |   | 32,759   
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                              |  |        | 1,004,026 |   |            |   | 1,432,150      |  |   | (13,695      | ) |  |       | (1,099,275 | ) |  |   | 1,323,206
|Stockholders equity                           |  |        | 380,645   |   |            |   | 575,261        |  |   | 78,090       |   |  |       | (371,626   | ) |  |   | 662,370  
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities and stockholders equity     |  | $      | 1,384,671 |   |            | $ | 2,007,411      |  | $ | 64,395       |   |  | $     | (1,470,901 | ) |  | $ | 1,985,576
|                                               |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          



27



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CONDENSED CONSOLIDATING BALANCE SHEET

December 30, 2006



|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|------------------------------------------------ |  | ------ | --------- | - | ---------- | - | -------------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | ---------
|In thousands                                     |  | Visant |           |   | Guarantors |   | Non-Guarantors |  |   | Eliminations |   |  | Total
|ASSETS                                           |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Cash and cash equivalents                        |  | $      | 1,707     |   |            | $ | 4,275          |  | $ | 12,061       |   |  | $     |           |   |  | $ | 18,043   
|Accounts receivable, net                         |  |        | 1,943     |   |            |   | 128,162        |  |   | 14,576       |   |  |       |           |   |  |   | 144,681  
|Inventories, net                                 |  |        |          |   |            |   | 103,411        |  |   | 2,111        |   |  |       | (189       | ) |  |   | 105,333  
|Salespersons overdrafts, net                     |  |        |          |   |            |   | 26,431         |  |   | 861          |   |  |       |           |   |  |   | 27,292   
|Prepaid expenses and other current assets        |  |        | 2,697     |   |            |   | 15,814         |  |   | 1,280        |   |  |       |           |   |  |   | 19,791   
|Income tax receivable                            |  |        | 1,097     |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 1,097    
|Intercompany receivable                          |  |        | 36,180    |   |            |   | 9,881          |  |   |             |   |  |       | (45,543    | ) |  |   | 518      
|Deferred income taxes                            |  |        | (963      | ) |            |   | 12,738         |  |   | 75           |   |  |       |           |   |  |   | 11,850   
|Current assets of discontinued operations        |  |        |          |   |            |   | 56,649         |  |   |             |   |  |       |           |   |  |   | 56,649   
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current assets                             |  |        | 42,661    |   |            |   | 357,361        |  |   | 30,964       |   |  |       | (45,732    | ) |  |   | 385,254  
|Property, plant, and equipment, net              |  |        | 1,279     |   |            |   | 159,227        |  |   | 75           |   |  |       |           |   |  |   | 160,581  
|Goodwill                                         |  |        |          |   |            |   | 897,642        |  |   | 21,996       |   |  |       |           |   |  |   | 919,638  
|Intangibles, net                                 |  |        |          |   |            |   | 520,713        |  |   | 9,956        |   |  |       |           |   |  |   | 530,669  
|Deferred financing costs, net                    |  |        | 35,557    |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 35,557   
|Intercompany receivable                          |  |        | 1,256,090 |   |            |   | 106,377        |  |   |             |   |  |       | (1,362,467 | ) |  |   |         
|Other assets                                     |  |        | 40        |   |            |   | 13,065         |  |   | 76           |   |  |       |           |   |  |   | 13,181   
|Investment in subsidiaries                       |  |        | 489,114   |   |            |   | 72,521         |  |   |             |   |  |       | (561,635   | ) |  |   |         
|Long-term assets of discontinued operations      |  |        | (80       | ) |            |   | 265,599        |  |   |             |   |  |       |           |   |  |   | 265,519  
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total assets                                     |  | $      | 1,824,661 |   |            | $ | 2,392,505      |  | $ | 63,067       |   |  | $     | (1,969,834 | ) |  | $ | 2,310,399
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY             |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Accounts payable                                 |  |        | 2,562     |   |            |   | 48,249         |  |   | 5,390        |   |  |       | 235        |   |  |   | 56,436   
|Accrued employee compensation                    |  |        | 6,759     |   |            |   | 32,931         |  |   | 1,566        |   |  |       |           |   |  |   | 41,256   
|Customer deposits                                |  |        |          |   |            |   | 166,250        |  |   | 5,008        |   |  |       |           |   |  |   | 171,258  
|Commissions payable                              |  |        |          |   |            |   | 20,605         |  |   | 1,066        |   |  |       |           |   |  |   | 21,671   
|Income taxes payable                             |  |        | (8,664    | ) |            |   | 5,668          |  |   | 3,069        |   |  |       | (73        | ) |  |   |         
|Interest payable                                 |  |        | 9,987     |   |            |   | 663            |  |   |             |   |  |       |           |   |  |   | 10,650   
|Intercompany payable                             |  |        | 17,787    |   |            |   | 23,242         |  |   | 4,749        |   |  |       | (45,778    | ) |  |   |         
|Other accrued liabilities                        |  |        | 2,025     |   |            |   | 18,497         |  |   | 3,115        |   |  |       |           |   |  |   | 23,637   
|Current liabilities of discontinued operations   |  |        | 955       |   |            |   | 28,301         |  |   | 5,593        |   |  |       |           |   |  |   | 34,849   
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total current liabilities                        |  |        | 31,411    |   |            |   | 344,406        |  |   | 29,556       |   |  |       | (45,616    | ) |  |   | 359,757  
|Long-term debt, less current maturities          |  |        | 1,216,500 |   |            |   |               |  |   |             |   |  |       |           |   |  |   | 1,216,500
|Intercompany payable                             |  |        | 305,332   |   |            |   | 1,317,506      |  |   | (38,874      | ) |  |       | (1,583,964 | ) |  |   |         
|Deferred income taxes                            |  |        | (988      | ) |            |   | 196,195        |  |   | (282         | ) |  |       |           |   |  |   | 194,925  
|Pension liabilities, net                         |  |        |          |   |            |   | 21,484         |  |   |             |   |  |       |           |   |  |   | 21,484   
|Other noncurrent liabilities                     |  |        | 16,106    |   |            |   | 17,104         |  |   | 146          |   |  |       |           |   |  |   | 33,356   
|Long-term liabilities of discontinued operations |  |        |           |   |            |   | 6,696          |  |   |             |   |  |       |           |   |  |   | 6,696    
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities                                |  |        | 1,568,361 |   |            |   | 1,903,391      |  |   | (9,454       | ) |  |       | (1,629,580 | ) |  |   | 1,832,718
|Stockholders equity                             |  |        | 256,300   |   |            |   | 489,114        |  |   | 72,521       |   |  |       | (340,254   | ) |  |   | 477,681  
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          
|Total liabilities and stockholders equity       |  | $      | 1,824,661 |   |            | $ | 2,392,505      |  | $ | 63,067       |   |  | $     | (1,969,834 | ) |  | $ | 2,310,399
|                                                 |  |        |           |   |            |   |                |  |   |              |   |  |       |            |   |  |   |          



28



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended September 29, 2007



|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net income                                                   |  | $      | 124,345  |   |            | $ | 87,261  |                |  | $ | 5,569        |   |  | $     | (31,372 | ) |  | $ | 185,803  |  
|Other cash used in operating activities                      |  |        | (124,694 | ) |            |   | (53,659 | )              |  |   | (7,416       | ) |  |       | 31,372  |   |  |   | (154,397 | )
|Net cash used in discontinued operations                     |  |        | (342     | ) |            |   | (3,942  | )              |  |   |             |   |  |       |        |   |  |   | (4,284   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash (used in) provided by operating activities          |  |        | (691     | ) |            |   | 29,660  |                |  |   | (1,847       | ) |  |       |        |   |  |   | 27,122   |  
|Purchases of property, plant, and equipment                  |  |        | (23      | ) |            |   | (48,931 | )              |  |   | (56          | ) |  |       |        |   |  |   | (49,010  | )
|Additions to intangibles                                     |  |        |         |   |            |   | (245    | )              |  |   |             |   |  |       |        |   |  |   | (245     | )
|Proceeds from sale of property and equipment                 |  |        |         |   |            |   | 1,837   |                |  |   |             |   |  |       |        |   |  |   | 1,837    |  
|Acquisition of business, net of cash acquired                |  |        | (54,834  | ) |            |   | 3,033   |                |  |   |             |   |  |       |        |   |  |   | (51,801  | )
|Proceeds from disposal of discontinued operations            |  |        | 401,781  |   |            |   |        |                |  |   |             |   |  |       |        |   |  |   | 401,781  |  
|Other investing activities, net                              |  |        |         |   |            |   | 57      |                |  |   |             |   |  |       |        |   |  |   | 57       |  
|Net cash used in discontinued operations                     |  |        |         |   |            |   | (5,691  | )              |  |   |             |   |  |       |        |   |  |   | (5,691   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash provided by (used in) investing activities          |  |        | 346,924  |   |            |   | (49,940 | )              |  |   | (56          | ) |  |       |        |   |  |   | 296,928  |  
|Book overdrafts                                              |  |        |         |   |            |   | 2,423   |                |  |   |             |   |  |       |        |   |  |   | 2,423    |  
|Net short-term borrowings                                    |  |        | 77,500   |   |            |   |        |                |  |   |             |   |  |       |        |   |  |   | 77,500   |  
|Principal payments on long-term debt                         |  |        | (400,000 | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (400,000 | )
|Intercompany payable (receivable)                            |  |        | (22,102  | ) |            |   | 22,102  |                |  |   |             |   |  |       |        |   |  |   |         |  
|Distribution to stockholder                                  |  |        | (2,552   | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (2,552   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash (used in) provided by financing activities          |  |        | (347,154 | ) |            |   | 24,525  |                |  |   |             |   |  |       |        |   |  |   | (322,629 | )
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   | 744     |                |  |   | 762          |   |  |       |        |   |  |   | 1,506    |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|(Decrease) increase in cash and cash equivalents             |  |        | (921     | ) |            |   | 4,989   |                |  |   | (1,141       | ) |  |       |        |   |  |   | 2,927    |  
|Cash and cash equivalents, beginning of period               |  |        | 1,707    |   |            |   | 4,275   |                |  |   | 12,061       |   |  |       |        |   |  |   | 18,043   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 786      |   |            | $ | 9,264   |                |  | $ | 10,920       |   |  | $     |        |   |  | $ | 20,970   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended September 30, 2006



|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | ------- | - |  | - | -------- | -
|In thousands                                                 |  | Visant |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|Net (loss) income                                            |  | $      | (10,957  | ) |            | $ | 62,455  |                |  | $ | (3,339       | ) |  | $     | 20,044  |   |  | $ | 68,203   |  
|Other cash (used in) provided by operating activities        |  |        | (11,747  | ) |            |   | (26,377 | )              |  |   | 5,091        |   |  |       | (20,235 | ) |  |   | (53,268  | )
|Net cash provided by (used in) discontinued operations       |  |        | 942      |   |            |   | 49,587  |                |  |   | (39,458      | ) |  |       |        |   |  |   | 11,071   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash (used in) provided by operating activities          |  |        | (21,762  | ) |            |   | 85,665  |                |  |   | (37,706      | ) |  |       | (191    | ) |  |   | 26,006   |  
|Purchases of property, plant, and equipment                  |  |        | (951     | ) |            |   | (37,498 | )              |  |   |             |   |  |       |        |   |  |   | (38,449  | )
|Proceeds from sale of property and equipment                 |  |        | 3        |   |            |   | 10,412  |                |  |   |             |   |  |       |        |   |  |   | 10,415   |  
|Acquisition of business, net of cash acquired                |  |        | (53,057  | ) |            |   | (500    | )              |  |   |             |   |  |       |        |   |  |   | (53,557  | )
|Proceeds from disposal of discontinued operations            |  |        |         |   |            |   | 16,292  |                |  |   | 47,800       |   |  |       |        |   |  |   | 64,092   |  
|Net cash used in discontinued operations                     |  |        |         |   |            |   | (14,083 | )              |  |   | (569         | ) |  |       |        |   |  |   | (14,652  | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash (used in) provided by investing activities          |  |        | (54,005  | ) |            |   | (25,377 | )              |  |   | 47,231       |   |  |       |        |   |  |   | (32,151  | )
|Net short-term borrowings                                    |  |        | 115,200  |   |            |   |        |                |  |   | (9,229       | ) |  |       |        |   |  |   | 105,971  |  
|Principal payments on long-term debt                         |  |        | (100,000 | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (100,000 | )
|Intercompany payable (receivable)                            |  |        | 53,998   |   |            |   | (54,189 | )              |  |   |             |   |  |       | 191     |   |  |   |         |  
|Distribution to stockholders                                 |  |        | (4,849   | ) |            |   |        |                |  |   |             |   |  |       |        |   |  |   | (4,849   | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Net cash provided by (used in) financing activities          |  |        | 64,349   |   |            |   | (54,189 | )              |  |   | (9,229       | ) |  |       | 191     |   |  |   | 1,122    |  
|Effect of exchange rate changes on cash and cash equivalents |  |        |         |   |            |   |        |                |  |   | (436         | ) |  |       |        |   |  |   | (436     | )
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|(Decrease) increase in cash and cash equivalents             |  |        | (11,418  | ) |            |   | 6,099   |                |  |   | (140         | ) |  |       |        |   |  |   | (5,459   | )
|Cash and cash equivalents, beginning of period               |  |        | 13,029   |   |            |   | (1,454  | )              |  |   | 8,299        |   |  |       |        |   |  |   | 19,874   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  
|Cash and cash equivalents, end of period                     |  | $      | 1,611    |   |            | $ | 4,645   |                |  | $ | 8,159        |   |  | $     |        |   |  | $ | 14,415   |  
|                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         |   |  |   |          |  



|19. | Subsequent Event
|--- | ----------------

On September 26, 2007, the
Company announced that its wholly owned subsidiary, Memory Book Acquisition LLC, entered into an agreement to acquire substantially all of the assets and certain liabilities of Publishing Enterprises, Incorporated, a producer of school memory books
and student planners (PE). The transaction closed on October 1, 2007. The results of PE will be reported as part of the Memory Books segment from the date of acquisition.



29



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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 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 by identified by the use of statements that include such words as may, might, should, estimate, project, plan, anticipate,
expect, intend, outlook, believe and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and
assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under Item 1A.
Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2006 and elsewhere in this report.

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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



30



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##### Table of Contents

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



| |  |  | Jostens, Inc.s reliance on independent sales representatives;
| | - |  | --------------------------------------------------------------



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



| |  |  | fluctuation in customers advertising spending; and
| | - |  | ---------------------------------------------------



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

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

GENERAL

We are a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics, and educational
market segments. We were formed through the October 2004 consolidation of Jostens, Von Hoffmann and Arcade (the Transactions). We sell our products and services to end customers through several different sales channels including
independent sales representatives and dedicated sales forces. Our sales and results of operations are impacted by general economic conditions, seasonality, cost of raw materials, school population trends, product quality, service and price.

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

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

On June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (VSI). VSI is a leading supplier in
the overhead transparency and book component business. The acquisition of VSI complements our core publishing services businesses and affords us operational flexibility. VSI does business under the name of Lehigh Milwaukee. Results of VSI are
included in the Marketing and Publishing Services segment from the date of acquisition.

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

Our three reportable segments as of September 29, 2007 are:



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



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



31



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##### Table of Contents

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

We experience seasonal fluctuations in our net sales tied primarily to the North American school year and, accordingly, net sales in the third quarter
when school is not in session are typically lower than in other quarters. Jostens generates a significant portion of its annual net sales in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring
deliveries of school yearbooks are the key drivers of Jostens seasonality. The net sales of educational book components are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in
the summer months preceding the start of the school year. The net sales of sampling and other direct mail and commercial printed products have also historically reflected seasonal variations, and we expect these businesses to continue to
generate a majority of their annual net sales during our third and fourth quarters for the foreseeable future. These seasonal variations are based on the timing of customers advertising campaigns, which have traditionally been
concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak
seasonal demands.

We continue to see softness in the placement of orders into the fourth quarter in our direct marketing and sampling
businesses which we believe are the result of tighter economic and general market conditions affecting the timing of decisions and the extent of advertising spending by our customers. These conditions could impact the timing of orders as well as the
level of spending by our customers in direct marketing and sampling.

Company Background

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

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates
of DLJ Merchant Banking Partners II, L.P. (DLJMBP II), and DLJ Merchant Banking Partners III, L.P. (DLJMBP III) owned approximately 82.5% of our outstanding equity, with the remainder held by other co-investors and certain
members of management. Upon consummation of the Transactions, an affiliate of KKR invested $256.1 million and was issued equity interests representing approximately 49.6% of our voting interest and 45.0% of our economic interest, and affiliates
of DLJMBP III held equity interests representing approximately 41.0% of Holdings voting interest and 45.0% of Holdings economic interest, with the remainder held by other co-investors and certain members of management. After giving
effect to the issuance of equity to additional members of management, as of November 5, 2007, affiliates of KKR and DLJMBP III (the Sponsors) held approximately 49.0% and 41.0%, respectively, of Holdings voting interest, while
each continued to hold approximately 44.6% of Holdings economic interest. As of November 5, 2007, 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 1.6% of the voting interest and approximately 1.7% of the economic interest of Holdings.

CRITICAL ACCOUNTING POLICIES

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

There have been no material changes to our critical accounting policies and estimates as described in Item 7 of our Annual Report on Form 10-K for
the fiscal year ended December 30, 2006.



32



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##### Table of Contents

Recent Accounting Pronouncements

Effective at the beginning of fiscal 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes(FIN 48), which clarifies the accounting for uncertainty in income
taxes recognized in an enterprises financial statements in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. FIN 48 requires applying a more likely than
not threshold to the recognition and derecognition of tax positions. In connection with the adoption of FIN 48, the Company made a change in accounting principle for the classification of interest income on tax refunds. Under the previous
policy, the Company recorded interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is recorded as a reduction of income tax expense. In addition, since the adoption of FIN
48, all interest and penalties on income tax assessments have been recorded as income tax expense and included as part of the Companys unrecognized tax benefit liability. The unrecognized tax benefit liability at December 31, 2006, the
date of adoption of FIN 48, was $12.4 million including $1.9 million of gross interest and penalty accruals. Refer to Note 13, Income Taxes,for further details.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which establishes a framework for measuring fair value and requires enhanced disclosures about fair value
measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. SFAS No. 157 is effective as of the beginning of the Companys
2008 fiscal year. We are currently assessing the impact of SFAS No. 157 in our financial statements.

In September 2006, the FASB
issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS No. 158). SFAS No. 158 requires: the recognition of the funded status of a benefit plan in the
balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan
assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS
No. 158 amends SFAS No. 87, Employers Accounting for Pensions, and SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, to include guidance regarding selection of assumed
discount rates for use in measuring the benefit obligation. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The
requirement to measure the plan assets and benefit obligations as of the balance sheet date is effective for fiscal years ending after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 158 in the financial
results, however based on the funded status of the Companys pension and postretirement plans and the pension assumptions as of the measurement date, the Company anticipates that it will record an increase to prepaid pension asset of
approximately $51 million, an increase to deferred income tax liability of approximately $18 million and an increase of approximately $33 million in Accumulated Other Comprehensive Income at the end of fiscal 2007.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS
No. 159). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS
No. 159 is effective as of the beginning of the Companys 2008 fiscal year. We are currently assessing the impact of SFAS No. 159 in our financial statements.

RESULTS OF OPERATIONS

Three Months Ended September 29, 2007 Compared to the Three Months Ended
September 30, 2006

The following table sets forth selected information derived from Holdings condensed consolidated
statements of operations for the three-month periods ended September 29, 2007 and September 30, 2006.



33



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##### Table of Contents

|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|----------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------- |  | - | ------ | - |  | ----- | --
|                                                |  | Three months ended |         |   | $ Change          |   |         | % Change | 
|In thousands                                    |  | September 29,2007  |         |   | September 30,2006 |   |         |         
|Net sales                                       |  | $                  | 238,396 |   |                   | $ | 215,710 |          |  | $ | 22,686 |   |  | 10.5  | % 
|Cost of products sold                           |  |                    | 136,033 |   |                   |   | 124,741 |          |  |   | 11,292 |   |  | 9.1   | % 
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|Gross profit                                    |  |                    | 102,363 |   |                   |   | 90,969  |          |  |   | 11,394 |   |  | 12.5  | % 
|% of net sales                                  |  |                    | 42.9    | % |                   |   | 42.2    | %        |  |   |        |   |  |       |   
|Selling and administrative expenses             |  |                    | 86,918  |   |                   |   | 77,459  |          |  |   | 9,459  |   |  | 12.2  | % 
|% of net sales                                  |  |                    | 36.5    | % |                   |   | 35.9    | %        |  |   |        |   |  |       |   
|Gain on sale of fixed assets                    |  |                    | (65     | ) |                   |   | (788    | )        |  |   | 723    |   |  | NM    |   
|Special charges                                 |  |                    | 236     |   |                   |   |        |          |  |   | 236    |   |  | NM    |   
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|Operating income                                |  |                    | 15,274  |   |                   |   | 14,298  |          |  |   | 976    |   |  | 6.8   | % 
|% of net sales                                  |  |                    | 6.4     | % |                   |   | 6.6     | %        |  |   |        |   |  |       |   
|Interest expense, net                           |  |                    | 31,210  |   |                   |   | 41,109  |          |  |   | (9,899 | ) |  | (24.1 | %)
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|Loss before income taxes                        |  |                    | (15,936 | ) |                   |   | (26,811 | )        |  |   | 10,875 |   |  |       |   
|Benefit from income taxes                       |  |                    | (5,131  | ) |                   |   | (11,242 | )        |  |   | 6,111  |   |  | (54.4 | %)
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|Loss from continuing operations                 |  |                    | (10,805 | ) |                   |   | (15,569 | )        |  |   | 4,764  |   |  | 30.6  | % 
|Income from discontinued operations, net of tax |  |                    |        |   |                   |   | 3,523   |          |  |   | (3,523 | ) |  | NM    |   
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   
|Net loss                                        |  | $                  | (10,805 | ) |                   | $ | (12,046 | )        |  | $ | 1,241  |   |  | 10.3  | % 
|                                                |  |                    |         |   |                   |   |         |          |  |   |        |   |  |       |   

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 September 29, 2007 and September 30,
2006. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed consolidated financial statements.



|                                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|--------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------- |  | - | ------ | - |  | ---- | --
|                                  |  | Three months ended |         |   | $ Change          |   |         | % Change | 
|In thousands                      |  | September 29,2007  |         |   | September 30,2006 |   |         |         
|Net sales                         |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|Scholastic                        |  | $                  | 43,983  |   |                   | $ | 34,081  |          |  | $ | 9,902  |   |  | 29.1 | % 
|Memory Books                      |  |                    | 72,060  |   |                   |   | 70,665  |          |  |   | 1,395  |   |  | 2.0  | % 
|Marketing and Publishing Services |  |                    | 122,653 |   |                   |   | 110,978 |          |  |   | 11,675 |   |  | 10.5 | % 
|Inter-segment eliminations        |  |                    | (300    | ) |                   |   | (14     | )        |  |   | (286   | ) |  | NM   |   
|                                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|Net sales                         |  | $                  | 238,396 |   |                   | $ | 215,710 |          |  | $ | 22,686 |   |  | 10.5 | % 
|                                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|Operating income                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|Scholastic                        |  | $                  | (16,186 | ) |                   | $ | (15,069 | )        |  | $ | (1,117 | ) |  | (7.4 | %)
|Memory Books                      |  |                    | 9,380   |   |                   |   | 9,184   |          |  |   | 196    |   |  | 2.1  | % 
|Marketing and Publishing Services |  |                    | 22,080  |   |                   |   | 20,183  |          |  |   | 1,897  |   |  | 9.4  | % 
|                                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   
|Operating income                  |  | $                  | 15,274  |   |                   | $ | 14,298  |          |  | $ | 976    |   |  | 6.8  | % 
|                                  |  |                    |         |   |                   |   |         |          |  |   |        |   |  |      |   

NM = Not meaningful

Net Sales.Consolidated net sales increased $22.7 million, or 10.5%, to $238.4 million for the three months ended September 29, 2007 from $215.7 million for the corresponding period in 2006.



34



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##### Table of Contents

The net sales of the Scholastic segment increased $9.9 million, or 29.1%, to $44.0 million for the third
quarter of 2007 from $34.1 million for the third quarter of 2006. The increase was primarily attributable to incremental volume driven by the acquisition of Neff in the first quarter of 2007.

Memory Books net sales increased $1.4 million, or 2.0%, to $72.1 million for the quarter ended September 29, 2007 compared to $70.7 million in the
third quarter of 2006. The increase was due mainly to account growth and revenue driven by new product and service offerings.

The net
sales of the continuing operations of the Marketing and Publishing Services segment increased $11.7 million, or 10.5%, to $122.7 million during the third quarter of 2007 from $111.0 million for the third quarter of 2006. The increase was primarily
attributable to higher volume in both our sampling and book component businesses, including sales generated from businesses that we acquired in 2006 and 2007. These increases were partially offset by lower sales in our direct marketing business.

Gross Profit. Gross profit increased $11.4 million, or 12.5%, to $102.4 million for the three months ended September 29, 2007
from $91.0 million for the same period in 2006. As a percentage of net sales, gross profit margin increased to 42.9% for the three months ended September 29, 2007 from 42.2% for the comparable period in 2006. The increase was attributable to:



| |  |  | the impact of price increases in the Scholastic and Memory Books segments;
| | - |  | --------------------------------------------------------------------------



| |  |  | continued productivity improvements in our Memory Books facilities; and
| | - |  | -----------------------------------------------------------------------



| |  |  | a shift in volume in our Marketing and Publishing Services segment to higher margin sampling and book component work.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

These increases were partially offset by:



| |  |  | lower volumes in our jewelry and direct mail businesses; and
| | - |  | ------------------------------------------------------------



| |  |  | higher depreciation associated with the investments we have made in our facilities in the past year.
| | - |  | ----------------------------------------------------------------------------------------------------

Selling and Administrative Expenses. Selling and administrative expenses increased $9.5 million, or 12.2%, to $86.9 million for the three months
ended September 29, 2007 from $77.5 million for the corresponding period in 2006. The increase in selling and administrative expenses was the result of:



| |  |  | higher marketing costs in the Scholastic and Memory Books segments associated with our continuing sales efforts;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | development costs across all segments related to growth initiatives;
| | - |  | --------------------------------------------------------------------



| |  |  | higher information technology costs in the Scholastic and Memory Books segments in connection with the continuation of the planned investments that began in the
fourth quarter of 2006 related to growth initiatives; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

These increases were partially offset by our continued cost-cutting efforts.

As a percentage of net sales,
selling and administrative expenses increased 0.6% to 36.5% for the third quarter of 2007 from 35.9% for the same period in 2006.

Special Charges.During the three months ended September 29, 2007, the Company had special charges of $0.2 million related to severance and related benefits for headcount reductions of eight employees in the Marketing and
Publishing Services segment.

Operating Income.Consolidated operating income increased $1.0 million, or 6.8%, to $15.3 million for
the three months ended September 29, 2007 from $14.3 million for the comparable period in 2006. As a percentage of net sales, operating income decreased to 6.4% for the third quarter of 2007 from 6.6% for the same period in 2006. This decrease
was mainly attributable to increased volume in our Marketing and Publishing Services segment, which has comparatively lower margins than our Scholastic and Memory Books segments, and increased selling and marketing costs as well as higher research
and development spending in all businesses. These decreases were partially offset by price increases and the impact of operational cost reductions from the market adoption of new technologies in our Memory Books segment.



35



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##### Table of Contents

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



|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | -------- |  | - | ------- | - |  | ----- | --
|                                                                    |  | Three months ended |        |   | $ Change          |   |        | % Change | 
|In thousands                                                        |  | September 29,2007  |        |   | September 30,2006 |   |        |         
|Visant:                                                             |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Interest expense                                                    |  | $                  | 16,460 |   |                   | $ | 24,093 |          |  | $ | (7,633  | ) |  | (31.7 | %)
|Amortization of debt discount, premium and deferred financing costs |  |                    | 1,440  |   |                   |   | 4,150  |          |  |   | (2,710  | ) |  | (65.3 | %)
|Interest income                                                     |  |                    | (234   | ) |                   |   | (129   | )        |  |   | (105    | ) |  | NM    |   
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Visant interest expense, net                                        |  |                    | 17,666 |   |                   |   | 28,114 |          |  |   | (10,448 | ) |  | (37.2 | %)
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Holdings:                                                           |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Interest expense                                                    |  |                    | 7,636  |   |                   |   | 7,635  |          |  |   | 1       |   |  | 0.0   | % 
|Amortization of debt discount, premium and deferred financing costs |  |                    | 5,910  |   |                   |   | 5,376  |          |  |   | 534     |   |  | 9.9   | % 
|Interest income                                                     |  |                    | (2     | ) |                   |   | (16    | )        |  |   | 14      |   |  | NM    |   
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Holdings interest expense, net                                      |  |                    | 13,544 |   |                   |   | 12,995 |          |  |   | 549     |   |  | 4.2   | % 
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   
|Interest expense, net                                               |  | $                  | 31,210 |   |                   | $ | 41,109 |          |  | $ | (9,899  | ) |  | (24.1 | %)
|                                                                    |  |                    |        |   |                   |   |        |          |  |   |         |   |  |       |   

NM = Not meaningful

Net interest expense decreased $9.9 million, or 24.1%, to $31.2 million for the three months ended September 29, 2007 as compared to $41.1 million for the comparable prior year period. The decrease was due
to the prepayment of $400 million of the term loans under the term loan C facility during the second quarter of 2007 as well as lower amortization expense of deferred financing costs due to term loan repayment.

Income Taxes.The Company has recorded income tax provisions for the three months ended September 29, 2007 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 September 29, 2007 were 32.2% and (24.4%) for Holdings and
Visant, respectively. For the comparable three-month period ended September 30, 2006, the effective tax rates were 41.9% and 43.4% for Holdings and Visant, respectively. The effective rate of tax benefit for the 2007 period was unfavorably
affected by tax and interest accruals that are considered a net period expense, including adjustments under FIN 48, adjustments to reflect the filing of the Companys 2006 income tax returns, and adjustments to reflect certain changes in state
income tax laws. The effective rate of tax benefit for the 2006 period was favorably affected by changes in the estimated tax effects of permanent differences used in the annual estimated effective tax rate.

Income from Discontinued Operations.During the second quarter of 2006, we consummated the sale of our Jostens Photography businesses, which
previously comprised a reportable segment. Results for the third quarter of 2006 for the Jostens Photography businesses included a loss of $0.6 million.

During the second quarter of 2007, we consummated the sale of the Von Hoffmann businesses, which previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment.
Operations for the Von Hoffmann businesses resulted in income of $4.1 million for the third quarter of 2006.

Net Loss.As a
result of the aforementioned items, the net loss decreased $1.2 million, or 10.3%, to a loss of $10.8 million for the three months ended September 29, 2007 compared to a net loss of $12.0 million for the same period in 2006.

Nine Months Ended September 29, 2007 Compared to the Nine Months Ended September 30, 2006

The following table sets forth selected information derived from Holdings condensed consolidated statements of operations for the nine-month periods
ended September 29, 2007 and September 30, 2006.



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##### Table of Contents

|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|----------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -------- |  | - | ------- | - |  | ----- | -
|                                                |  | Nine months ended |         |   | $ Change          |   |         | % Change | 
|In thousands                                    |  | September 29,2007 |         |   | September 30,2006 |   |         |         
|Net sales                                       |  | $                 | 995,712 |   |                   | $ | 913,188 |          |  | $ | 82,524  |   |  | 9.0   | %
|Cost of products sold                           |  |                   | 481,879 |   |                   |   | 447,321 |          |  |   | 34,558  |   |  | 7.7   | %
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|Gross profit                                    |  |                   | 513,833 |   |                   |   | 465,867 |          |  |   | 47,966  |   |  | 10.3  | %
|% of net sales                                  |  |                   | 51.6    | % |                   |   | 51.0    | %        |  |   |         |   |  |       |  
|Selling and administrative expenses             |  |                   | 320,060 |   |                   |   | 291,014 |          |  |   | 29,046  |   |  | 10.0  | %
|% of net sales                                  |  |                   | 32.1    | % |                   |   | 31.9    | %        |  |   |         |   |  |       |  
|Loss (gain) on disposal of fixed assets         |  |                   | 555     |   |                   |   | (1,641  | )        |  |   | 2,196   |   |  | NM    |  
|Special charges                                 |  |                   | 195     |   |                   |   | 2,594   |          |  |   | (2,399  | ) |  | NM    |  
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|Operating income                                |  |                   | 193,023 |   |                   |   | 173,900 |          |  |   | 19,123  |   |  | 11.0  | %
|% of net sales                                  |  |                   | 19.4    | % |                   |   | 19.0    | %        |  |   |         |   |  |       |  
|Interest expense, net                           |  |                   | 112,412 |   |                   |   | 109,505 |          |  |   | 2,907   |   |  | 2.7   | %
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|Income before income taxes                      |  |                   | 80,611  |   |                   |   | 64,395  |          |  |   | 16,216  |   |  |       |  
|Provision for income taxes                      |  |                   | 31,056  |   |                   |   | 24,798  |          |  |   | 6,258   |   |  | 25.2  | %
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|Income from continuing operations               |  |                   | 49,555  |   |                   |   | 39,597  |          |  |   | 9,958   |   |  | 25.1  | %
|Income from discontinued operations, net of tax |  |                   | 110,902 |   |                   |   | 8,985   |          |  |   | 101,917 |   |  | NM    |  
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  
|Net income                                      |  | $                 | 160,457 |   |                   | $ | 48,582  |          |  | $ | 111,875 |   |  | 230.3 | %
|                                                |  |                   |         |   |                   |   |         |          |  |   |         |   |  |       |  

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 September 29, 2007 and September 30,
2006. For additional financial information about our operating segments, see Note 16, Business Segments, to the condensed consolidated financial statements.



|                                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|--------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -------- |  | - | ------ | - |  | ---- | -
|                                  |  | Nine months ended |         |   | $ Change          |   |         | % Change | 
|In thousands                      |  | September 29,2007 |         |   | September 30,2006 |   |         |         
|Net sales                         |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|Scholastic                        |  | $                 | 320,384 |   |                   | $ | 298,318 |          |  | $ | 22,066 |   |  | 7.4  | %
|Memory Books                      |  |                   | 344,435 |   |                   |   | 333,299 |          |  |   | 11,136 |   |  | 3.3  | %
|Marketing and Publishing Services |  |                   | 331,666 |   |                   |   | 281,637 |          |  |   | 50,029 |   |  | 17.8 | %
|Inter-segment eliminations        |  |                   | (773    | ) |                   |   | (66     | )        |  |   | (707   | ) |  | NM   |  
|                                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|Net sales                         |  | $                 | 995,712 |   |                   | $ | 913,188 |          |  | $ | 82,524 |   |  | 9.0  | %
|                                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|Operating income                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|Scholastic                        |  | $                 | 31,284  |   |                   | $ | 26,821  |          |  | $ | 4,463  |   |  | 16.6 | %
|Memory Books                      |  |                   | 104,328 |   |                   |   | 95,484  |          |  |   | 8,844  |   |  | 9.3  | %
|Marketing and Publishing Services |  |                   | 57,411  |   |                   |   | 51,595  |          |  |   | 5,816  |   |  | 11.3 | %
|                                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  
|Operating income                  |  | $                 | 193,023 |   |                   | $ | 173,900 |          |  | $ | 19,123 |   |  | 11.0 | %
|                                  |  |                   |         |   |                   |   |         |          |  |   |        |   |  |      |  

NM = Not meaningful

Net Sales.Consolidated net sales increased $82.5 million, or 9.0%, to $995.7 million for the nine months ended September 29, 2007 from $913.2 million for the corresponding period in 2006.

The net sales of the Scholastic segment increased $22.1 million, or 7.4%, to $320.4 million for the nine-month period ended September 29, 2007 from
$298.3 million for the first nine months of 2006. The increase was primarily attributable to



37



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##### Table of Contents

incremental volume driven by the acquisition of Neff, which occurred in the first quarter of 2007, and the impact of price increases, partially offset by
lower jewelry volume.

Memory Books net sales increased $11.1 million, or 3.3%, to $344.4 million for the nine months ended
September 29, 2007 compared to $333.3 million in the comparable period of 2006. The increase was due mainly to account growth and increased price driven by new product and service offerings.

The net sales of the continuing operations of the Marketing and Publishing Services segment increased $50.0 million, or 17.8%, to $331.7 million during
the nine-month period ended September 29, 2007 from $281.6 million for the first nine months of 2006. The increase was primarily attributable to higher sales volume in the sampling and book component businesses, including sales generated by
businesses that we acquired in 2006 and 2007. Sales from our direct marketing business were relatively flat in the first nine months of fiscal year 2007 compared to the comparable period in 2006.

Gross Profit. Gross profit increased $48.0 million, or 10.3%, to $513.8 million for the nine months ended September 29, 2007 from $465.9
million for the same period in 2006. As a percentage of net sales, gross profit margin increased to 51.6% for the nine months ended September 29, 2007 from 51.0% for the same period in 2006. The increase was attributable to:



| |  |  | cost savings realized from continued improvements in plant efficiency and cost reduction initiatives in our Memory Books and Marketing and Publishing Services
segments; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of price increases in the Scholastic and Memory Books segments.
| | - |  | --------------------------------------------------------------------------

These increases were partially offset by:



| |  |  | lower jewelry volumes;
| | - |  | ----------------------



| |  |  | increased volume in our Marketing and Publishing Services segment, which comparatively had lower margins than the Scholastic and Memory Books segments; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | higher depreciation expense in 2007 related to our continued investments in our Memory Books and Marketing and Publishing Services facilities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

Selling and Administrative Expenses. Selling and administrative expenses increased $29.0 million, or 10.0%, to
$320.1 million for the nine months ended September 29, 2007 from $291.0 million for the corresponding period in 2006. As a percentage of net sales, selling and administrative expenses increased 0.2% to 32.1% for the first nine months of fiscal
year 2007 from 31.9% for the same period in 2006. The increase in selling and administrative expenses as a percentage of net sales was the result of:



| |  |  | higher commissions in the Scholastic segment associated with increased graduation products net sales, which have a higher commission structure than other Scholastic
products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | higher marketing costs in the Scholastic and Memory Books segments, as we continue to drive sales in these businesses;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | costs associated with the acquisitions we made in 2006 and 2007;
| | - |  | ----------------------------------------------------------------



| |  |  | development costs across all segments related to growth initiatives; and
| | - |  | ------------------------------------------------------------------------



| |  |  | higher information technology costs in the Scholastic and Memory Books segments in connection with the continuation of the planned investments that began in the
fourth quarter of 2006 related to growth initiatives.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These increases were partially offset by lower amortization
expense resulted from the completion of amortization of an asset established in the purchase accounting for the 2003 Jostens merger.

Special Charges.During the nine months ended September 29, 2007, the Company incurred $0.2 million of severance and related benefits related to headcount reductions in the Marketing and Publishing Services segment. These costs
were partially offset by a reversal of less than $0.1 million related to previous severance accruals in the Scholastic and Memory Books segments. The headcount reductions associated with these activities were eight employees in the Marketing and
Publishing Services segment.

Special charges for the nine months ended September 30, 2006 included $2.3 million relating to an
impairment loss to reduce the carrying value of the former Jostens corporate office buildings, which were later sold, and approximately $0.3 million of special charges for severance and related benefit costs associated with headcount
reductions.



38



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##### Table of Contents

Operating Income.Consolidated operating income increased $19.1 million, or 11.0%, to $193.0
million for the nine months ended September 29, 2007 from $173.9 million for the comparable period in 2006. As a percentage of net sales, operating income increased to 19.4% for the first nine months of 2007 from 19.0% for the same period in
2006. This increase was mainly attributable to improved manufacturing efficiencies as well as general price increases, partially offset by higher marketing and selling costs, development costs and the impact of increased volume in our Marketing and
Publishing Services segment, which comparatively has lower margins than our Scholastic and Memory Books segments.

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



|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------------ | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                                                    |  | Nine months ended  |         |   |                    |   |         |          | 
|                                                                    |  | September 29, 2007 |         |   | September 30, 2006 |   |         | $ Change |  |   | % Change |  
|In thousands                                                        |  |                    |         |  
|Visant:                                                             |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Interest expense                                                    |  | $                  | 60,146  |   |                    | $ | 73,308  |          |  | $ | (13,162  | ) |  | (18.0 | %)
|Amortization of debt discount, premium and deferred financing costs |  |                    | 13,005  |   |                    |   | 8,038   |          |  |   | 4,967    |   |  | 61.8  | % 
|Interest income                                                     |  |                    | (917    | ) |                    |   | (2,312  | )        |  |   | 1,395    |   |  | NM    |   
|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Visant interest expense, net                                        |  |                    | 72,234  |   |                    |   | 79,034  |          |  |   | (6,800   | ) |  | (8.6  | %)
|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Holdings:                                                           |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Interest expense                                                    |  |                    | 22,906  |   |                    |   | 15,103  |          |  |   | 7,803    |   |  | 51.7  | % 
|Amortization of debt discount, premium and deferred financing costs |  |                    | 17,276  |   |                    |   | 15,391  |          |  |   | 1,885    |   |  | 12.2  | % 
|Interest income                                                     |  |                    | (4      | ) |                    |   | (23     | )        |  |   | 19       |   |  | NM    |   
|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Holdings interest expense, net                                      |  |                    | 40,178  |   |                    |   | 30,471  |          |  |   | 9,707    |   |  | 31.9  | % 
|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   
|Interest expense, net                                               |  | $                  | 112,412 |   |                    | $ | 109,505 |          |  | $ | 2,907    |   |  | 2.7   | % 
|                                                                    |  |                    |         |   |                    |   |         |          |  |   |          |   |  |       |   

NM = Not meaningful

Net interest expense increased $2.9 million, or 2.7%, to $112.4 million for the nine months ended September 29, 2007 as compared to $109.5 million for the comparable prior year period. The increase was due
to higher amortization expense of deferred financing costs as a result of the prepayment of $400.0 million of our term loan C facility during the second quarter of 2007, as well as the Holdings senior notes being outstanding for the full first nine
months of 2007 versus six months of 2006. These increases were offset somewhat by lower average borrowings due to the aforementioned prepayments.

Income Taxes. The Company has recorded income tax provisions for the nine months ended September 29, 2007 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 nine months ended September 29, 2007 were 38.5% and 38.3% for Holdings and Visant, respectively. For the comparable nine-month period ended September 30, 2006, the
effective tax rates were 38.5% and 37.7% for Holdings and Visant, respectively. Our effective tax rates for 2007 were favorably affected by an increase in the rate of deduction for the U.S. domestic manufacturing deduction and unfavorably affected
by tax and interest accruals that are considered a net period expense, including adjustments under FIN 48, adjustments to reflect the filing of the Companys 2006 income tax returns, and adjustments to reflect certain changes in state income
tax laws. Our effective tax rates for the 2006 period reflected a smaller rate of deduction for the U.S. domestic manufacturing deduction and did not include the effects of period adjustments recorded in the 2007 period.

As described in Note 13, Income Taxes, to the condensed consolidated financial statements, the Company adopted FIN 48 as of the beginning of the
current fiscal year. Upon adoption of FIN 48, all interest and penalties in connection with income tax assessments or refunds will be recorded as income tax expense or benefit, as applicable, and included as part of the Companys unrecognized
tax benefit liability. For the nine-month period ended September 29, 2007, the Company provided $1.2 million of tax and interest accruals for unrecognized tax benefits and other income tax adjustments considered a period expense or benefit.



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##### Table of Contents

Income from Discontinued Operations.During the second quarter of 2006, we consummated the sale of
our Jostens Photography businesses, which previously comprised a reportable segment. Results for the nine months ended September 29, 2007 and the 2006 comparable period for the Jostens Photography businesses included income of $0.4 million and
a loss of $6.0 million, respectively.

During the second quarter of 2007, we consummated the sale of the Companys Von Hoffmann
businesses, which previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. The sale closed on May 16, 2007, with the Company recognizing net proceeds of $401.8 million and a gain for
financial reporting purposes of $98.4 million on the transaction during the nine months ended September 29, 2007. Operations for the Von Hoffmann businesses resulted in income of $11.1 million and $15.0 million for the nine months ended
September 29, 2007 and the 2006 comparable period, respectively.

We also had income of $1.0 million, net of tax, for the nine months
ended September 29, 2007 from the Jostens Recognition business, which was discontinued in 2001. The income in 2007 resulted from the reversal in March 2007 of an accrual for potential exposure for which the Company does not believe it is likely
to have an ongoing liability, and therefore, there are no amounts related to Jostens Recognition at September 29, 2007.

Net
Income.As a result of the aforementioned items, net income increased $111.9 million, or 230.3%, to $160.5 million for the nine months ended September 29, 2007 compared to net income of $48.6 million for the same period
in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents cash flow activity of Holdings for the first nine months of fiscal 2007 and 2006 and should be read in conjunction with our condensed consolidated statements of cash flows.



|                                                    |  |                   |          |   |                   |   |         |  
|--------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | ------- | -
|                                                    |  | Nine months ended |         
|In thousands                                        |  | September 29,2007 |          |   | September 30,2006 |  
|Net cash provided by operating activities           |  | $                 | 24,370   |   |                   | $ | 21,396  |  
|Net cash provided by (used in) investing activities |  |                   | 296,928  |   |                   |   | (32,151 | )
|Net cash (used in) provided by financing activities |  |                   | (320,077 | ) |                   |   | 5,798   |  
|Effect of exchange rate change on cash              |  |                   | 1,506    |   |                   |   | (436    | )
|                                                    |  |                   |          |   |                   |   |         |  
|Increase (decrease) in cash and cash equivalents    |  | $                 | 2,727    |   |                   | $ | (5,393  | )
|                                                    |  |                   |          |   |                   |   |         |  

For the nine months ended September 29, 2007, operating activities generated cash of $24.4
million compared with cash generated by operating activities of $21.4 million for the same prior year period. The increase of $2.9 million primarily related to higher earnings in the nine-month period ended September 29, 2007. Included in cash
flows from operating activities was cash used by discontinued operations of $4.3 million and cash provided by discontinued operations of $11.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006,
respectively. Consequently, the cash provided by continuing operations was $28.7 million and $10.3 million for the respective nine-month periods of 2007 and 2006.

Net cash provided by investing activities for the nine months ended September 29, 2007 was $296.9 million, compared with $32.2 million used in investing activities for the comparable 2006 period. The $329.0
million increase mainly related to the sale of the Von Hoffmann businesses, which generated proceeds of approximately $401.8 million during the nine months ended September 29, 2007, compared to proceeds generated from the sale of the Jostens
Photography businesses of $64.1 million for the comparable nine-month period in 2006. Capital expenditures related to purchases of property, plant and equipment for the nine months ended September 29, 2007 and the comparable 2006 period were
$49.0 million and $38.4 million, respectively. During the nine months ended September 29, 2007 and the comparable 2006 period, the Company acquired businesses, net of cash, totaling approximately $51.8 million and $53.6 million, respectively.
Included in the cash flows from investing activities was cash used in discontinued operations of $5.7 million and $14.7 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. Consequently, the
cash provided by continuing operations for the nine months ended September 29, 2007 was $302.6 million and cash used by continuing operations for the nine months ended September 30, 2006 was $17.5 million.



40



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##### Table of Contents

Net cash used for financing activities for the nine months ended September 29, 2007 was $320.1
million, compared with net cash provided by financing activities of $5.8 million for the comparable 2006 period. The $325.9 million decrease primarily related to the Companys additional voluntary prepayment in the second quarter of 2007 of
$400 million on its term loans under its senior secured credit facilities, including all originally scheduled principal payments due under its term loan C facility for 2007 through mid-2011. With these prepayments, the outstanding balance under the
term loan C facility was reduced to $316.5 million. This was partially offset by increased borrowings under its revolving line of credit. During the nine months ended September 30, 2006, financing activities primarily consisted of proceeds from
the issuance by Holdings of $350.0 million of senior notes with $9.5 million used for debt financing costs related to the notes and a distribution to Holdings stockholders of $340.7 million.

During the nine months ended September 29, 2007 and September 30, 2006, Visant transferred approximately $2.6 million and $4.8 million,
respectively, of cash through Visant Secondary Holdings Corp. and to Holdings to allow Holdings to make scheduled interest payments on its $350 million 8.75% senior notes due 2013. This transfer is reflected in Visants condensed consolidated
balance sheet as a return of capital and presented in the condensed consolidated statement of cash flows as a distribution to stockholder. These amounts eliminate in consolidation and have no impact on Holdings consolidated financial
statements.

As of September 29, 2007, we had cash and cash equivalents of $21.5 million. Our principal sources of liquidity are
cash flows from operating activities and available borrowings under Visants senior secured credit facilities, which included $157.1 million of additional availability under Visants revolving credit facility as of September 29,
2007. We use cash primarily for debt service obligations, capital expenditures and to fund other working capital requirements. We intend to fund ongoing operations through cash generated by operations and borrowings under the revolving
credit facility.

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

As of September 29, 2007, we were in compliance with all covenants under our material debt obligations.

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

In
October 2007, Standard & Poors Ratings Services (S&P) affirmed its B+ corporate credit rating on Holdings, assigned Holdings an outlook of developing and removed Holdings from CreditWatch with negative implications,
where it had been placed in July 2007 in connection with the July 2007 announcement by the Company regarding strategic and capital market alternatives. On October 29, 2007, Moodys Investors Services (Moodys) changed the
outlook for Holdings to stable from developing, which developing outlook had been assigned in connection with the Companys July 2007 announcement regarding strategic and capital market alternatives. Moodys affirmed all existing ratings
for Holdings and Visant. Each rating should be evaluated independently of any other rating. Reference is made to the S&P and Moodys announcements dated October 16, 2007 and October 29, 2007, respectively, for a full explanation
of the considerations by each of S&P and Moodys.



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

There have been no material changes in our exposure to market risk during the quarter ended September 29, 2007. For additional information, refer to Item 7A of our 2006 Annual Report on Form 10-K.



41



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##### Table of Contents

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

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

Our management, under the supervision of our Chief Executive Officer and 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 September 29,
2007, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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

Not applicable.

PART II. OTHER INFORMATION



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

During the three months ended
September 29, 2007, there were no developments regarding material pending legal proceedings to which we or any of our subsidiaries are a party. However, following the end of the fiscal 2007 third quarter, additional arguments were presented by
Jostens for Customs consideration in the pending proceeding as described in Note 12, Commitments and Contingencies, to the condensed consolidated financial statements, supporting that the subject imports at the time of entry were
entitled to duty free status.



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

There have been no material changes
in our risk factors during the quarter ended September 24, 2007. For additional information, refer to Item 1A of our 2006 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 quarter ended September 29, 2007, we did not issue or sell securities.



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

None.



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

By Action of Stockholders Taken by Written Consent dated as of September 24, 2007, a majority of the stockholders of Holdings approved the acquisition of substantially all of the assets and certain of the liabilities of Publishing
Enterprises, Incorporated.



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

None.



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##### Table of Contents

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



43



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##### Table of Contents

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 13, 2007 |  |  |  | /s/ Marc L. Reisch                          
|                        |  |  |  | Marc L. Reisch                              
|                        |  |  |  | President and                               
|                        |  |  |  | Chief Executive Officer                     
|                        |  |  |  | (principal executive officer)               
|                        |  | 
|Date: November 13, 2007 |  |  |  | /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 13, 2007 |  |  |  | /s/ Marc L. Reisch                          
|                        |  |  |  | Marc L. Reisch                              
|                        |  |  |  | President and                               
|                        |  |  |  | Chief Executive Officer                     
|                        |  |  |  | (principal executive officer)               
|                        |  | 
|Date: November 13, 2007 |  |  |  | /s/ Paul B. Carousso                        
|                        |  |  |  | Paul B. Carousso                            
|                        |  |  |  | Vice President, Finance                     
|                        |  |  |  | (principal financial and accounting officer)