The Auto Channel: North America | Europe

ProQuest Company Reports 25 Percent Revenue Growth for the Second Quarter of 2005

ANN ARBOR, Mich., July 28 -- ProQuest Company , a leading publisher of information and education solutions, reported strong increases in revenue from continuing operations for the thirteen and twenty-six week periods ended July 2, 2005. Revenue from continuing operations was $140.4 million for the second quarter and $261.5 million for the first half of 2005. Earnings from continuing operations were $12.3 million or $0.41 per fully diluted share for the second quarter. For the first half of 2005, earnings from continuing operations were $20.1 million or $0.67 per fully diluted share.

"In its first full quarter with ProQuest Company, Voyager Learning grew in every aspect. Voyager Learning added more than 250 new school districts and renewal rates were strong. We also increased our penetration in existing districts and introduced new products," said Alan Aldworth, ProQuest Company's chairman and chief executive officer.

"Overall at ProQuest Company, the products that drive our growth -- K-12 classroom solutions, digital published products, digital news products and automotive information solutions -- generated double-digit revenue growth. Based on the results in the first half of the year, we remain confident in our full-year guidance," added Aldworth.

Second Quarter Financial Results

* Revenue from continuing operations increased 25 percent to $140.4 million from $112.2 million in the prior year's second quarter.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 16 percent to $27.4 million from $23.7 million in the second quarter of 2004.

* EBITDA from continuing operations (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 18 percent to $46.7 million from $39.7 million in the second quarter of 2004.

* Earnings from continuing operations were $12.3 million or $0.41 per fully diluted share, a decrease of 5 percent. This compares to $12.9 million or $0.45 per fully diluted share in the second quarter of fiscal 2004.

* Operating cash flow was $18.4 million compared to $19.2 million in the prior year's second quarter.

* Expenditures for property, plant, equipment, product masters, curriculum development costs and software were $23.5 million versus $18.3 million in the prior year's second quarter.

* Free cash flow (operating cash flow from continuing operations less expenditures for property, plant, equipment, product masters, curriculum development costs and software plus proceeds from asset dispositions) was a use of $5.1 million compared to $0.9 million generated in the second quarter of fiscal 2004.

"ProQuest Company's second quarter growth was driven by $23 million in revenue from Voyager Learning and 17 percent growth in published products," said Kevin Gregory, senior vice president and chief financial officer of ProQuest Company.

"Strong earnings performance at Information and Learning was partially offset by lower earnings at Business Solutions. We made investments during the quarter for deployment of new automotive parts and service products and performance management projects. We are also investing in the new Syncata solutions acquired in the first quarter and as a result, there has been a short-term adverse impact on Business Solutions' profit margins. We expect revenue and earnings growth to benefit from these projects in the second half of the year and beyond," added Gregory.

Consolidated First Half Financial Results

* Revenue from continuing operations increased 17 percent to $261.5 million from $223.0 million in the first half of 2004.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 4 percent to $46.2 million from $44.5 million in the first half of 2004.

* EBITDA from continuing operations (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 10 percent to $83.9 million from $76.6 million in the first half of 2004.

* Earnings from continuing operations were $20.1 million or $0.67 per fully diluted share, a decrease of 16 percent. This compares to $23.8 million or $0.82 per fully diluted share in the first half of fiscal 2004.

Excluding the dilutive impact of Voyager Learning (of $4.4 million or $0.16 per share) which includes the effect of the timing of the transaction and its associated additional costs for interest and amortization of intangibles, earnings from continuing operations were $24.5 million, or $0.83 per fully diluted share.

* Operating cash flow was $18.3 million compared to operating cash flow of $18.6 million generated in the prior year's first half.

* Expenditures for property, plant, equipment, product masters, curriculum development costs and software were $47.7 million versus $39.0 million in the prior year's first half.

* Free cash flow (operating cash flow from continuing operations less expenditures for property, plant, equipment, product masters, curriculum development costs and software plus proceeds from asset dispositions) was a use of $29.4 million compared to a use of $20.4 million in the first half of fiscal 2004.

"During the first six months of this year, we accelerated capital spending to meet market demand for published products at Information and Learning. We expect capital expenditures for the second half of the year to be in the range of $10.0 to $12.0 million per quarter. Capital expenditures for the full year should be 11 to 12 percent of sales," said Gregory.

  Outlook for 2005
  ProQuest reiterated its guidance for fiscal 2005.
  *  Revenue of $590.0 million to $610.0 million, and
  *  Earnings per fully diluted share of $2.20 to $2.40.

"As we've noted, ProQuest Company's revenue and earnings are strongest in the second half of the year. We believe that second half revenue and earnings at Information and Learning will be driven by sales of our digital published products and continued growth at Voyager Learning," added Gregory.

Basis of Presentation

The financial results in this press release are presented in accordance with generally accepted accounting principles (GAAP), except for references to earnings from continuing operations before interest and income taxes (EBIT), which excludes interest, income taxes and discontinued operations; earnings from continuing operations before interest, income taxes, depreciation and amortization (EBITDA), which excludes interest, income taxes, depreciation and amortization and discontinued operations; and free cash flow. Reconciliations of non-GAAP amounts to the company's GAAP results are attached, and can also be found on the ProQuest Company website at http://www.proquestcompany.com/ .

EBIT and free cash flow are key metrics used by ProQuest Company to assess the performance of its business segments. The company defines free cash flow as operating cash flow from continuing operations less expenditures for property, plant, equipment, product masters, curriculum development costs and software, plus proceeds from fixed asset dispositions. Free cash flow provides a measure of the company's cash flows after all operational expenditures. EBITDA provides useful information about how ProQuest Company's management assesses the company's ability to fund working capital items, capital expenditures, and service and comply with the terms of its debt agreements. The company's ability to fund working capital items, fund capital expenditures and service debt in the future, however, may be affected by other operating or legal requirements.

As previously disclosed, ProQuest Company sold its powersports dealer management system business during the second quarter of 2004. As a result of the sale, and in accordance with GAAP, income statement amounts for 2004 have been adjusted to classify the results of this business as a discontinued operation.

Conference Call

To participate in a conference call and question and answer session regarding the second quarter with ProQuest's senior management, call 888-688-0384 (International 706-679-7706), using the password ProQuest Company, at 5:00 p.m. (ET) on Thursday, July 28, 2005. For your convenience, the call will be taped and archived until August 10, 2005 and can be accessed by calling 706-645-9291, and entering ID#7005189. This conference call may also be accessed over the Internet at http://www.proquestcompany.com/ or http://www.streetevents.com/ . To listen to the live call, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call at the http://www.proquestcompany.com/ website.

About ProQuest Company

ProQuest Company is based in Ann Arbor, Mich., and is a leading publisher of information solutions for the education, automotive and power equipment markets. We provide products and services to our customers through two business segments: Information and Learning and Business Solutions. Through our Information and Learning segment, which primarily serves the education market, we collect, organize and publish content from a wide range of sources including newspapers, periodicals and books. Our Business Solutions segment is primarily engaged in the delivery in electronic form of comprehensive parts and service information to the automotive market. Its products transform complex technical data, like parts catalogs and service manuals, into easily accessed electronic information. For the world's automotive manufacturers and their dealer networks, ProQuest also secures business-to-business information and retail performance management services. ProQuest Company was recently named one of the nation's 200 best small companies by Forbes magazine, and one of the 100 fastest growing technology companies in the United States by Business 2.0 magazine.

Forward-Looking Statements

Some of the statements contained herein constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our markets' actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors you should specifically consider include, but are not limited to: increased debt level due to the acquisition of Voyager Learning, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation, decreased library and educational funding/budgets, the ability to successfully integrate the Voyager Learning acquisition, the ability to successfully close and integrate other acquisitions, demand for ProQuest's products and services, success of ongoing product development, maintaining acceptable margins, ability to control costs, the impact of federal, state and local regulatory requirements on ProQuest's business, including K-12 and higher education, and automotive, the impact of competition and the uncertainty of economic conditions in general, the ability to successfully attract and retain customers, sell additional products to existing customers, and win new business due to changes in technology, the ability to maintain a broad customer base to avoid dependence on any one single customer, K-12 enrollment and demographic trends, the level of educational funding, the level of education technology investments, the company's ability to obtain OEM data access agreements, the company's ability to obtain financing, global economic conditions, financial market performance, and other risks listed under "Risk Factors" in our regular filings with the Securities and Exchange Commission. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," "projects," "intends," "prospects," "priorities," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. We undertake no obligation to update any of these forward-looking statements.

                    PROQUEST COMPANY AND SUBSIDIARIES
                          RESULTS OF OPERATIONS
                   (In Millions, Except Per Share Data)

                                               Second Quarter Ended

                                          July 2,    % of   July 3,    % of
                                            2005    Sales   2004 (1)  Sales

  Net sales                               $140.4    100%    $112.2    100%
  Cost of sales                            (70.3)   (50%)    (55.1)   (49%)

  Gross profit                              70.1     50%      57.1     51%

  R&D expense                               (3.7)    (3%)     (4.1)    (4%)
  SG&A expense                             (35.5)   (25%)    (26.3)   (23%)
  Corporate expense                         (3.5)    (2%)     (3.0)    (3%)
  Earnings from operations before
    interest and income taxes               27.4     20%      23.7     21%

  Net interest expense:
    Interest income                          0.4      0%       0.6      1%
    Interest expense                        (8.7)    (6%)     (4.5)    (4%)
  Net interest expense                      (8.3)    (6%)     (3.9)    (3%)

  Earnings from continuing operations
    before income taxes                     19.1     14%      19.8     18%
  Income tax expense                        (6.8)    (5%)     (6.9)    (7%)
  Net earnings from continuing
   operations (1)                          $12.3      9%     $12.9     11%

  Shares (Basic)                          29.738            28.487
  Shares (Diluted)                        30.245            28.782
  EPS (Basic)                               0.42              0.45
  EPS (Diluted)                             0.41              0.45

(1) Amounts have been adjusted to exclude earnings from discontinued operations and a gain on sale of discontinued operations, as displayed below:

                                                      Second Quarter Ended
                                                         July 3, 2004
                                                                    Diluted
                                                                       EPS
  Reported earnings                                 $28.4             $0.99

  Earnings from discontinued operations, net         (0.2)            (0.01)
  Gain on sale of discontinued operations, net      (15.3)            (0.53)

  Net earnings from continuing operations           $12.9             $0.45

                    PROQUEST COMPANY AND SUBSIDIARIES
                          RESULTS OF OPERATIONS
                   (In Millions, Except Per Share Data)

                                                   Year to Date

                                          July 2,    % of   July 3,    % of
                                            2005    Sales   2004 (1)  Sales

  Net sales                               $261.5    100%    $223.0    100%
  Cost of sales                           (127.5)   (49%)   (109.1)   (49%)

  Gross profit                             134.0     51%     113.9     51%

  R&D expense                               (8.5)    (3%)     (8.5)    (4%)
  SG&A expense                             (71.5)   (27%)    (53.7)   (24%)
  Corporate expense                         (7.8)    (3%)     (7.2)    (3%)
  Earnings from operations before
    interest and income taxes               46.2     18%      44.5     20%

  Net interest expense:
    Interest income                          0.8      0%       0.9      0%
    Interest expense                       (15.9)    (6%)     (8.9)    (4%)
  Net interest expense                     (15.1)    (6%)     (8.0)    (4%)

  Earnings from continuing operations
    before income taxes                     31.1     12%      36.5     16%
  Income tax expense                       (11.0)    (4%)    (12.7)    (5%)
  Net earnings from continuing
   operations (1)                          $20.1      8%     $23.8     11%

  Shares (Basic)                          29.528            28.447
  Shares (Diluted)                        30.013            28.797
  EPS (Basic)                               0.68              0.83
  EPS (Diluted)                             0.67              0.82

(1) Amounts have been adjusted to exclude earnings from discontinued operations and a gain on sale of discontinued operations, as displayed below:

                                                          Year to Date
                                                          July 3, 2004
                                                                     Diluted
                                                                       EPS
  Reported earnings                                 $39.9             $1.39

  Earnings from discontinued operations, net         (0.8)            (0.04)
  Gain on sale of discontinued operations, net      (15.3)            (0.53)

  Net earnings from continuing operations           $23.8             $0.82

                    PROQUEST COMPANY AND SUBSIDIARIES
                          RESULTS OF OPERATIONS
                              (In Millions)

                                             Second Quarter Ended

                                   July 5,  % of  July 3, % of   Inc/(Dec)
                                     2005  Sales   2004  Sales    $     %
  Net Sales

  ProQuest Information and Learning:
    Published Products               $35.4   37%   $30.3   43%   $5.1   17%
    General Reference Products        16.1   17%    16.2   23%   (0.1)  (1%)
    Traditional Products              19.2   20%    21.7   31%   (2.5) (12%)
    Classroom Products                 1.4    2%     1.9    3%   (0.5) (26%)
    Voyager                           23.0   24%       -    0%   23.0   NM
  Total ProQuest Information and
   Learning                          $95.1  100%   $70.1  100%  $25.0   36%

  ProQuest Business Solutions:
    Automotive Group                 $43.0   95%   $39.8   95%   $3.2    8%
    Power Equipment - Electronic       1.9    4%     2.0    4%   (0.1)  (5%)
    Other                              0.4    1%     0.3    1%    0.1   33%
  Total ProQuest Business Solutions  $45.3  100%   $42.1  100%   $3.2    8%

    Total Net Sales                 $140.4  100%  $112.2  100%  $28.2   25%

  EBIT (1), (3)

  ProQuest Information and Learning  $19.1   14%   $13.7   12%   $5.4   39%
  ProQuest Business Solutions         11.8    8%    13.0   12%   (1.2)  (9%)
  Corporate / Other                   (3.5)  (2%)   (3.0)  (3%)  (0.5) (17%)
    Total EBIT                       $27.4   20%   $23.7   21%   $3.7   16%

  EBITDA (2), (3)

  ProQuest Information and Learning  $37.0   26%   $27.9   25%    9.1   33%
  ProQuest Business Solutions         13.1    9%    14.7   13%   (1.6) (11%)
  Corporate / Other                   (3.4)  (2%)   (2.9)  (3%)  (0.5) (17%)
    Total EBITDA                     $46.7   33%   $39.7   35%   $7.0   18%

  Other Data

  Capital expenditures &
   software spending                 $23.5   17%   $18.3   16%   $5.2
  Debt                              $551.2        $192.7

(1) EBIT is defined as earnings from continuing operations before interest and income taxes.

  (2) EBITDA is defined as EBIT plus depreciation and amortization.
  (3) See "Reconciliation of Non-GAAP Measures".

                    PROQUEST COMPANY AND SUBSIDIARIES
                          RESULTS OF OPERATIONS
                              (In Millions)

                                                 Year to Date

                                    July 5, % of  July 3, % of   Inc/(Dec)
                                     2005  Sales   2004   Sales    $     %
  Net Sales

  ProQuest Information and Learning:
    Published Products               $65.6   38%   $55.7   40%   $9.9   18%
    General Reference Products        31.5   18%    32.6   24%   (1.1)  (3%)
    Traditional Products              41.5   24%    45.8   33%   (4.3)  (9%)
    Classroom Products                 4.3    3%     4.5    3%   (0.2)  (4%)
    Voyager                           29.0   17%       -    0%   29.0   NM
  Total ProQuest Information and
   Learning                         $171.9  100%  $138.6  100%  $33.3   24%

  ProQuest Business Solutions:
    Automotive Group                 $85.0   95%   $79.8   95%   $5.2    7%
    Power Equipment - Electronic       3.9    4%     4.0    4%   (0.1)  (3%)
    Other                              0.7    1%     0.6    1%    0.1   17%
  Total ProQuest Business Solutions  $89.6  100%   $84.4  100%   $5.2    6%

    Total Net Sales                 $261.5  100%  $223.0  100%  $38.5   17%

  EBIT (1), (3)

  ProQuest Information and Learning  $30.6   12%   $27.7   12%   $2.9   10%
  ProQuest Business Solutions         23.4    9%    24.0   11%   (0.6)  (3%)
  Corporate / Other                   (7.8)  (3%)   (7.2)  (3%)  (0.6)  (8%)
    Total EBIT                       $46.2   18%   $44.5   20%   $1.7    4%

  EBITDA (2), (3)

  ProQuest Information and Learning  $65.5   25%   $56.1   25%    9.4   17%
  ProQuest Business Solutions         26.0   10%    27.6   12%   (1.6)  (6%)
  Corporate / Other                   (7.6)  (3%)   (7.1)  (3%)  (0.5)  (7%)
    Total EBITDA                     $83.9   32%   $76.6   34%   $7.3   10%

  Other Data

  Capital expenditures &
   software spending                 $47.7   18%   $39.0   17%   $8.7

(1) EBIT is defined as earnings from continuing operations before interest and income taxes.

  (2) EBITDA is defined as EBIT plus depreciation and amortization.
  (3) See "Reconciliation of Non-GAAP Measures".

                    PROQUEST COMPANY AND SUBSIDIARIES
                         CONDENSED BALANCE SHEETS
                              (In Thousands)

                                  ASSETS

                                             July 2,  January 1,   July 3,
                                              2005       2005       2004

  Cash and cash equivalents                  $9,692     $4,313     $2,074
  Accounts receivable, net                   85,559     95,279     82,261
  Inventory, net                             14,267      5,312      4,867
  Other current assets:
    Prepaid royalties                        24,093     17,793     20,753
    Other                                    38,946     32,340     35,211
  Total other current assets                 63,039     50,133     55,964

  Total current assets                      172,557    155,037    145,166

  Net property, plant, equipment and
   product masters                          219,406    199,997    191,347

  Long-term receivables                       9,450      8,084      5,735
  Goodwill                                  598,986    311,279    297,457
  Identifiable intangibles, net              22,587     15,379     13,567
  Curriculum, net                            95,231          -          -
  Purchased and developed software, net      39,710     41,699     48,702
  Other assets                               22,867     21,454     19,274

  Total assets                           $1,180,794   $752,929   $721,248

                   LIABILITIES AND SHAREHOLDERS' EQUITY

  Current maturities of long-term debt         $168     $5,000        $ -
  Accounts payable                           48,710     49,364     41,157
  Accrued expenses                           35,557     35,303     37,202
  Current portion of monetized future
   billings                                  20,635     24,331     25,198
  Deferred income                            59,733    100,480     82,961

  Total current liabilities                 164,803    214,478    186,518

  Long-term debt, less current maturities   551,008    150,000    192,680
  Monetized future billings, less
   current portion                           26,542     36,197     43,432
  Other liabilities                         121,627     82,533     68,550

  Total long-term liabilities               699,177    268,730    304,662

  Total shareholders' equity                316,814    269,721    230,068

  Total liabilities and
   shareholders' equity                  $1,180,794   $752,929   $721,248

Note: Certain reclassifications to the 2004 balance sheets have been made to conform to the 2005 presentation.

                    PROQUEST COMPANY AND SUBSIDIARIES
                            CASH FLOW SCHEDULE
                              (In Thousands)

                                     Second Quarter Ended    Year to Date
                                       July 2,   July 3,   July 2,   July 3,
                                        2005      2004      2005      2004
  Operating activities:

  Net earnings                        $12,327   $28,411   $20,085   $39,895
  Adjustments to reconcile net
   earnings to net cash provided
   by operating activities:
    Gain on sale of discontinued
     operations                             -   (15,338)        -   (15,338)
    Depreciation and amortization      19,263    16,252    37,624    32,617
    Deferred income taxes               5,362     6,063     5,135    10,901

  Changes in operating assets and
   liabilities, net of acquisitions:
    Accounts receivable, net          (10,256)   (4,043)   22,283    11,307
    Inventory, net                       (832)     (419)   (1,239)     (488)
    Other current assets               (4,460)     (928)  (10,457)   (8,687)
    Long-term receivables                (982)   (1,728)   (1,375)     (631)
    Other assets                        1,210       (84)    1,570        12
    Accounts payable                    9,482     2,649    (3,061)   (7,740)
    Accrued expenses                    8,085     7,787    (5,694)   (7,226)
    Deferred income                   (19,033)  (23,655)  (43,577)  (39,410)
    Other long-term liabilities        (1,031)    4,168    (2,458)    2,922
    Other, net                           (746)       79      (524)      504

  Net cash provided by operating
   activities                          18,389    19,214    18,312    18,638

  Investing activities:
    Expenditures for property, plant,
     equipment, product masters,
     curriculum development costs and
     software                         (23,499)  (18,313)  (47,734)  (39,057)
    Acquisitions, net of
     cash acquired                    (11,050)  (10,216) (351,755)  (11,462)
    Purchases of equity investments
     available for sale                  (478)   (5,836)   (2,605)   (7,289)
    Proceeds from disposals of equity
     investments available for sale       187     3,371     1,561     4,079
    Expenditures associated with sales
     of discontinued operations           (47)     (483)      (74)   (2,850)
    Proceeds from sale of discontinued
     operations                             -    35,900         -    35,900
    Net cash (used in) provided by
     investing activities             (34,887)    4,423  (400,607)  (20,679)

  Financing activities:
    Net decrease in short-term debt    (4,966)     (146)   (4,951)     (449)
    Proceeds from long-term debt      262,600    89,050   892,600   233,700
    Repayment of long-term debt      (223,904) (110,620) (491,904) (232,020)
    Checks issued in excess of funds
     on deposit                        (1,208)        -         -         -
    Principal payment under capital
     lease obligation                     (39)        -       (66)        -
    Cash paid for settlement of
     treasury locks                         -         -      (490)        -
    Debt issuance costs                     -         -    (2,013)        -
    Monetized future billings          (6,569)   (1,655)  (13,352)   (3,788)
    Proceeds from exercise of stock
     options                              397     1,198     8,242     2,667

  Net cash provided by (used in)
   financing activities                26,311   (22,173)  388,066       110

  Effect of exchange rate changes
   on cash                               (121)      (32)     (392)      (18)

  Increase (decrease) in cash and
   cash equivalents                     9,692     1,432     5,379    (1,949)

  Cash and cash equivalents,
   beginning of period                      -       642     4,313     4,023

  Cash and cash equivalents,
   end of period                       $9,692    $2,074    $9,692    $2,074

                     PROQUEST COMPANY AND SUBSIDIARIES
                    RECONCILIATION OF NON-GAAP MEASURES
                               (In Millions)

  Reconciliations of non-GAAP measures to GAAP measures:

  EBITDA & EBIT
                                        Second Quarter Ended July 2, 2005

                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $37.0    $13.1    $(3.4)   $46.7
   Less: Depreciation & amortization      (17.9)    (1.3)    (0.1)   (19.3)
   EBIT                                   $19.1    $11.8    $(3.5)   $27.4
   Less: Net interest expense                                         (8.3)
           Income tax expense                                         (6.8)
           Earnings from discontinued
            operations, net                                              -
           Gain on sale of discontinued
            operations, net                                              -
   Net earnings                                                      $12.3

  EBITDA & EBIT
                                        Second Quarter Ended July 3, 2004

                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $27.9    $14.7    $(2.9)   $39.7
   Less: Depreciation & amortization      (14.2)    (1.7)    (0.1)   (16.0)
   EBIT                                   $13.7    $13.0    $(3.0)   $23.7
   Less: Net interest expense                                         (3.9)
           Income tax expense                                         (6.9)
           Earnings from discontinued
            operations, net                                            0.2
           Gain on sale of discontinued
            operations, net                                           15.3
   Net earnings                                                      $28.4

                                         Year to Date Ended July 2, 2005

                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $65.5    $26.0    $(7.6)   $83.9
   Less: Depreciation & amortization      (34.9)    (2.6)    (0.2)   (37.7)
   EBIT                                   $30.6    $23.4    $(7.8)   $46.2
   Less: Net interest expense                                        (15.1)
           Income tax expense                                        (11.0)
           Earnings from discontinued
            operations, net                                              -
           Gain on sale of discontinued
            operations, net                                              -
   Net earnings                                                      $20.1

                                         Year to Date Ended July 3, 2004

                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $56.1    $27.6    $(7.1)   $76.6
   Less: Depreciation & amortization      (28.4)    (3.6)    (0.1)   (32.1)
   EBIT                                   $27.7    $24.0    $(7.2)   $44.5
   Less: Net interest expense                                         (8.0)
           Income tax expense                                        (12.7)
           Earnings from discontinued
            operations, net                                            0.8
           Gain on sale of discontinued
            operations, net                                           15.3
   Net earnings                                                      $39.9

  Free cash flow

                                    Second Quarter Ended  Year to Date
                                       July 2, July 3,   July 2,  July 3,
                                         2005    2004     2005     2004

  Net cash provided by operating
   activities                            $18.4   $19.2    $18.3    $18.6
  Expenditures for property, plant,
   equipment, product masters,
   curriculum development
   costs and software                    (23.5)  (18.3)   (47.7)   (39.0)
  Free cash flow                         $(5.1)   $0.9   $(29.4)  $(20.4)

Company News On-Call: http://www.prnewswire.com/comp/108291.html

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