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ProQuest Company Reports 11 Percent Earnings Growth for the Third Quarter of 2004

Also Announces Board Approval of up to $40 Million Share Repurchase

ANN ARBOR, Mich., Oct. 21 -- ProQuest Company , a leading electronic publisher of information solutions for the education and automotive markets, today reported a modest increase in revenue accompanied by strong growth in earnings for the third fiscal quarter ended October 2, 2004.

"Our earnings performance was in line with our expected 10 to 13 percent growth. Revenue from our published products continues to show healthy growth. However, declines in revenue from general reference databases and non- recurring revenue products continue to pressure overall revenue growth," said Alan Aldworth, ProQuest Company's chairman and chief executive officer. "The strategic initiatives that will drive ProQuest Company's long-term growth are: investing in our electronic publishing business, making acquisitions that strengthen and extend our product lines and market reach, and continuing to make productivity improvements. We continue to make progress on each of these initiatives," added Aldworth.

Third Quarter Financial Results

As previously disclosed, ProQuest Company sold its powersports dealer management system business during the second quarter of 2004. In accordance with generally accepted accounting principles (GAAP), income statement amounts for 2004 and 2003 have been adjusted to classify the results of this business as a discontinued operation.

* Revenue from continuing operations increased to $113.1 million, from $112.3 million in the prior year's third quarter.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 7 percent to $22.5 million, from $21.0 million in the third quarter of 2003.

* EBITDA from continuing operations (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 14 percent over the third quarter of 2003 to $41.7 million, from $36.7 million in the third quarter of 2003.

* Earnings from continuing operations increased 11 percent to $12.2 million or $0.42 per fully diluted share, versus earnings from continuing operations of $11.0 million or $0.38 per fully diluted share in the third quarter of fiscal 2003.

* Operating cash flow of $24.6 million was generated in the third quarter, versus $34.0 million generated in the prior year's third quarter.

* Expenditures for property, plant, equipment, product masters and software were $13.6 million, versus $19.2 million in the prior year's third quarter.

* Free cash flow (operating cash flow less expenditures for property, plant, equipment, product masters and software, and plus proceeds from fixed asset dispositions) of $11.9 million was generated in the third quarter compared to $14.8 million generated in the third quarter of fiscal 2003.

"Overall we had mixed results for the quarter. Earnings growth was strong, however, revenue growth during the quarter was less than anticipated," said Kevin Gregory, senior vice president and chief financial officer of ProQuest Company. "At Information and Learning, third quarter revenue growth remained consistent with the growth seen in the first two quarters. The strong revenue growth from published products and the normal uptick in sales at the start of the new school year was not enough to offset the continued declines in our general reference products. While recurring revenue is strong at Business Solutions, we experienced declines in non-recurring hardware and contract development revenue," Gregory added.

"Similar to the first quarter, our third quarter ended several days later in 2004 than in the prior year. This resulted in disbursements totaling approximately $8 million being made in the third quarter of 2004 that were made in the fourth quarter in 2003. We expect this quarter-over-quarter decrease in free cash flow to be reversed in the fourth quarter," Gregory said.

Consolidated First Nine Months 2004 Financial Results

* Revenue from continuing operations increased 2 percent to $336.1 million compared to $330.6 million in the first nine months of 2003.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 4 percent over the first nine months of 2003 to $67.0 million, versus $64.2 million for the first nine months of 2003.

* EBITDA (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 9 percent to $118.3 million compared to $109.0 million for the first nine months of 2003.

* Earnings from continuing operations increased 9 percent to $35.9 million or $1.25 per fully diluted share, versus earnings from continuing operations of $32.9 million or $1.16 per fully diluted share in the first nine months of fiscal 2003.

* Operating cash flow of $43.2 million was generated in the first nine months of 2004, compared to $45.3 million (excluding the 2003 tax court refund of $13.1 million) generated in the prior year's first nine months.

* Expenditures for property, plant, equipment, product masters and software were $52.6 million, compared to $53.6 million in the prior year's first nine months.

* Free cash flow (operating cash flow less expenditures for property, plant, equipment, product masters and software, and plus proceeds from fixed asset dispositions) was a use of $8.5 million, compared to a use of $8.3 million (excluding the 2003 tax court refund of $13.1 million) in the prior year.

"After three quarters, earnings and cash flow are in line with our expectations. We expect full year revenue growth will be in line with, or slightly better than, year-to-date growth rates, which is below our original guidance of 5 to 7 percent growth," said Gregory. "We expect earnings growth to remain in the 10 to 13 percent range, and free cash flow generation equal to 75 to 90 percent of net earnings," Gregory added.

Share Repurchase Authorized

The company also announced that its board of directors has approved a stock repurchase plan which authorizes the company to repurchase up to $40 million in ProQuest Company shares.

"Management and the Board believe that ProQuest will continue to generate significant free cash flow, and at current prices a repurchase of ProQuest shares will generate a very good return," said Kevin Gregory. "This does not represent a change in our acquisition strategy, and we will continue to seek acquisitions that create long-term, profitable growth for ProQuest Company," Gregory added.

Basis of Presentation

The financial results in this press release are presented in accordance with 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 and software, and 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 and capital expenditures as well as 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.

Conference Call

To participate in a conference call and question and answer session regarding the third 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, October 21, 2004. For your convenience, the call will be taped and archived until October 29, 2004 and can be accessed by calling 706-645-9291, and entering ID#9915321. 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, among other things, the company's ability to successfully integrate acquisitions and reduce costs, global economic conditions, product demand, 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.

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

                                                Third Quarter Ended

                                     October 2,  % of  September 27, % of
                                        2004    Sales     2003 (1)   Sales

  Net sales                            $113.1    100%    $112.3       100%
  Cost of sales                         (57.3)   (51%)    (55.5)      (49%)

  Gross profit                           55.8     49%      56.8        51%

  R&D expense                            (4.0)    (3%)     (4.3)       (4%)
  SG&A expense                          (27.2)   (24%)    (27.8)      (25%)
  Corporate expense                      (3.0)    (3%)     (3.7)       (3%)
  Other income (2)                        0.9      1%         -         -

  Earnings from continuing operations
   before interest and income taxes      22.5     20%      21.0        19%

  Net interest expense:
    Interest income                       0.3      -        0.7         -
    Interest expense                     (4.6)    (4%)     (4.7)       (4%)
  Net interest expense                   (4.3)    (4%)     (4.0)       (4%)

  Earnings from continuing operations
   before income taxes                   18.2     16%      17.0        15%
  Income tax expense                     (6.0)    (5%)     (6.0)       (5%)
  Net earnings from continuing
   operations                           $12.2     11%     $11.0        10%

  Shares (Basic)                       28.588            28.315
  Shares (Diluted)                     28.815            28.625
  EPS (Basic)                            0.43              0.38
  EPS (Diluted)                          0.42              0.38

(1) Amounts have been adjusted to exclude earnings from discontinued operations as displayed below:

                                                    Third Quarter Ended
                                                     September 27, 2003
                                                                   Diluted
                                                                      EPS
  Reported earnings                                $11.8             $0.41

    Earnings from discontinued operations, net      (0.8)            (0.03)

  Net earnings from continuing operations          $11.0             $0.38

(2) This amount relates to a benefit from a reduction in storage units as a result of our efficiency initiatives. Proceeds from units disposed of were $0.9 million.

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

                                                    Year to Date

                                   October 2,  % of    September 27,  % of
                                     2004 (1)  Sales      2003 (1)    Sales

  Net sales                        $336.1       100%    $330.6         100%
  Cost of sales                    (168.6)      (50%)   (166.0)        (50%)

  Gross profit                      167.5        50%     164.6          50%

  R&D expense                       (12.5)       (4%)    (13.1)         (4%)
  SG&A expense                      (78.7)      (23%)    (76.9)        (23%)
  Corporate expense                 (10.2)       (3%)    (10.4)         (3%)
  Other income (2)                    0.9         -          -           -

  Earnings from continuing
   operations before
    interest and income taxes        67.0        20%      64.2          20%

  Net interest expense:
    Interest income                   1.2         -        1.1           -
    Interest expense                (13.6)       (4%)    (14.1)         (4%)
  Net interest expense              (12.4)       (4%)    (13.0)         (4%)

  Earnings from continuing
   operations before income taxes    54.6        16%      51.2          16%
  Income tax expense                (18.7)       (5%)    (18.3)         (6%)
  Net earnings from continuing
   operations (1)                   $35.9        11%     $32.9          10%

  Shares (Basic)                   28.494               28.128
  Shares (Diluted)                 28.806               28.306
  EPS (Basic)                        1.26                 1.17
  EPS (Diluted) (1)                  1.25                 1.16

(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
                                         October 2, 2004  September 27, 2003
                                                   Diluted           Diluted
                                                     EPS               EPS
  Reported earnings                        $52.1    $1.81    $35.3     1.25

    Earnings from discontinued
     operations, net                        (0.9)   (0.03)    (2.4)   (0.09)
    Gain on sale of discontinued
     operations, net                       (15.3)   (0.53)       -        -

  Net earnings from continuing
   operations                              $35.9    $1.25    $32.9    $1.16

(2) This amount relates to a benefit from a reduction in storage units as a result of our efficiency initiatives. Proceeds from units disposed of were $0.9 million.

                    PROQUEST COMPANY AND SUBSIDIARIES
                     RESULTS OF CONTINUING OPERATIONS
                              (In Millions)

                                             Third Quarter Ended

                      October 2,   % of  September 27,  % of      Inc/(Dec)
                         2004      Sales    2003        Sales     $      %
  Net sales

  ProQuest Information
   and Learning:
    Published
     Products           $27.8        40%   $24.4          35%   $3.4    14%
    General Reference
     Products            16.0        22%    18.3          27%   (2.3)  (13%)
    Traditional
     Products            21.7        30%    21.0          30%    0.7     3%
    Classroom Products    5.8         8%     5.4           8%    0.4     7%
  Total ProQuest
   Information and
   Learning             $71.3       100%   $69.1         100%   $2.2     3%

  ProQuest Business
   Solutions:
    Automotive Group    $39.4        94%   $40.5          94%  $(1.1)   (3%)
    Power Equipment -
     Electronic           2.1         5%     1.8           4%    0.3    17%
    Other                 0.3         1%     0.3           1%      -     -
    ProQuest Business
     Solutions           41.8       100%    42.6          99%   (0.8)   (2%)

    Exited Film
     Products               -         -      0.6           1%   (0.6) (100%)
  Total ProQuest
   Business Solutions   $41.8       100%   $43.2         100%  $(1.4)   (3%)

    Total Net Sales    $113.1       100%  $112.3         100%   $0.8     1%

  EBIT (1), (3)

  ProQuest Information
   and Learning         $12.1        11%   $11.4          10%   $0.7     6%
  ProQuest Business
   Solutions             13.4        12%    13.3          12%    0.1     1%
  Corporate / Other      (3.0)       (3%)   (3.7)         (3%)   0.7   (19%)
    Total EBIT          $22.5        20%   $21.0          19%   $1.5     7%

  EBITDA (2), (3)

  ProQuest Information
   and Learning         $30.0        27%   $25.8          23%   $4.2    16%
  ProQuest Business
   Solutions             14.7        13%    14.6          13%    0.1     -
  Corporate / Other      (3.0)       (3%)   (3.7)         (3%)   0.7   (19%)
    Total EBITDA        $41.7        37%   $36.7          33%   $5.0    14%

  Other Data

  Capital expenditures
   & software spending  $13.6        12%   $19.2          17%  $(5.6)
  Long-term debt       $194.6             $234.1              $(39.5)

(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 CONTINUING OPERATIONS
                              (In Millions)

                                             Year to Date

                      October 2,   % of  September 27,  % of       Inc/(Dec)
                         2004      Sales    2003        Sales     $      %
  Net sales

  ProQuest Information
   and Learning:
    Published
     Products           $83.5        40%   $67.3          33%  $16.2    24%
    General Reference
     Products            48.6        23%    54.9          27%   (6.3)  (11%)
    Traditional
     Products            67.4        32%    71.5          35%   (4.1)   (6%)
    Classroom Products   10.4         5%    10.1           5%    0.3     3%
  Total ProQuest
   Information and
   Learning            $209.9       100%  $203.8         100%   $6.1     3%

  ProQuest Business Solutions:
    Automotive
     Group             $119.2        94%  $118.2          93%   $1.0     1%
    Power Equipment -
     Electronic           6.1         5%     5.9           5%    0.2     3%
    Other                 0.9         1%     0.9           1%      -     -
    ProQuest Business
     Solutions          126.2       100%   125.0          99%    1.2     1%

    Exited Film
     Products               -         -      1.8           1%   (1.8) (100%)
  Total ProQuest
   Business Solutions  $126.2       100%  $126.8         100%  $(0.6)   (0%)

    Total Net Sales    $336.1       100%  $330.6         100%   $5.5     2%

  EBIT (1), (3)

  ProQuest Information
   and Learning         $39.8        12%   $37.6          11%   $2.2     6%
  ProQuest Business
   Solutions             37.4        11%    37.0          11%    0.4     1%
  Corporate / Other     (10.2)       (3%)  (10.4)         (3%)   0.2    (2%)
    Total EBIT          $67.0        20%   $64.2          19%   $2.8     4%

  EBITDA (2), (3)

  ProQuest Information
   and Learning         $86.1        25%   $78.5          24%   $7.6    10%
  ProQuest Business
   Solutions             42.3        13%    40.7          12%    1.6     4%
  Corporate / Other     (10.1)       (3%)  (10.2)         (3%)   0.1    (1%)
    Total EBITDA       $118.3        35%  $109.0          33%   $9.3     9%

  Other Data

  Capital expenditures
   & software spending  $52.6        16%   $53.6          16%  $(1.0)

(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

                                       October 2,  January 3,  September 27,
                                          2004        2004         2003

  Cash and cash equivalents                 $970      $4,023      $3,855
  Accounts receivable, net               113,476      94,242     127,055
  Inventory, net                           4,995       4,939       5,551
  Other current assets:
   Prepaid royalties                      25,728      15,188      14,071
   Other                                  30,115      24,558      25,408
  Total other current assets              55,843      39,746      39,479

  Total current assets                   175,284     142,950     175,940

  Net property, plant, equipment and
   product masters                       192,661     180,745     179,662

  Long-term receivables                    5,599       5,106       4,509
  Goodwill                               308,214     303,693     300,905
  Identifiable intangibles, net           16,377       9,435       7,627
  Purchased and developed software, net   46,323      55,005      54,658
  Other assets                            22,485      27,102      27,020

  Total assets                          $766,943    $724,036    $750,321

                   LIABILITIES AND SHAREHOLDERS' EQUITY

  Notes payable                               $-        $300          $-
  Accounts payable                        38,811      49,156      48,664
  Accrued expenses                        39,543      39,428      39,202
  Current portion of monetized future
   billings                               25,219      25,583      24,950
  Deferred income                        114,392     121,890     123,978

  Total current liabilities              217,965     236,357     236,794

  Long-term debt, less current
   maturities                            194,600     191,000     234,050
  Monetized future billings, less
   current portion                        42,194      46,835      47,848
  Other liabilities                       68,460      62,444      58,517

  Total long-term liabilities            305,254     300,279     340,415

  Total shareholders' equity             243,724     187,400     173,112

  Total liabilities and shareholders'
   equity                               $766,943    $724,036    $750,321

NOTE: Certain reclassifications to the 2003 balance sheets have been made to conform to the 2004 presentation.

                    PROQUEST COMPANY AND SUBSIDIARIES
                            CASH FLOW SCHEDULE
                              (In Thousands)

                             Third Quarter Ended        Year to Date
                           October 2, September 27, October 2, September 27,
                             2004         2003        2004         2003
  Operating  activities:

  Earnings from operations   $12,189       $11,746    $52,084       $35,269
  Adjustments to reconcile
   net earnings to net cash
   provided by operating
   activities:
    Gain on sale of
     discontinued operations,
     net                           -             -    (15,338)            -
  Other income (1)              (900)            -       (900)            -
  Depreciation and
   amortization               19,216        15,875     51,833        45,284
  Deferred income taxes        6,209         5,561     17,110        16,915

  Changes in operating assets
   and liabilities, net of
   acquisitions:
    Accounts receivable,
     net                     (30,019)      (46,323)   (18,712)      (30,486)
    Inventory, net              (126)          257       (614)         (173)
    Other current assets      (6,199)       (2,893)   (14,886)       (4,871)
    Long-term receivables        169           266       (462)          126
    Other assets                (241)          160       (229)          660
    Accounts payable          (2,535)       11,905    (10,275)        4,119
    Accrued expenses          (2,055)        7,138     (9,281)       (7,670)
    Deferred income           28,673        31,582    (10,737)       (8,828)
    Other long-term
     liabilities                 120          (957)     3,042        (3,192)
    Other, net                    58          (289)       562        (1,864)

  Net cash provided by
   operating activities
   before tax court refund    24,559        34,028     43,197        45,289

  Tax court refund                 -             -          -        13,090

  Net cash provided by
   operating activities       24,559        34,028     43,197        58,379

  Investing activities:
   Expenditures for property,
    plant, equipment, product
    masters and software     (13,571)      (19,254)   (52,628)      (53,558)
   Proceeds from fixed
    assets disposition (1)       900             -        900             -
   Acquisitions, net of cash
    acquired                 (11,940)      (26,824)   (23,402)      (50,628)
   Net proceeds from equity
    securities                  (295)         (194)    (3,506)         (928)
   Expenditures associated
    with sale of discontinued
    operations                   (74)         (342)    (2,924)       (2,050)
   Proceeds from disposition of
    discontinued operations        -             -     35,900             -

  Net cash used in investing
   activities                (24,980)      (46,614)   (45,660)     (107,164)

  Financing activities:
   Net increase (decrease)
    in short-term debt           144             8       (305)          (79)
   Proceeds from long-term
    debt                      76,970       160,150    310,670       445,550
   Repayment of long-term
    debt                     (75,050)     (144,100)  (307,070)     (398,500)
   Monetized future billings  (1,217)       (1,527)    (5,005)       (5,011)
   Repurchases of common
    stock                     (1,720)            -     (1,720)       (1,328)
   Proceeds from exercise
    of stock options, net        418         1,198      3,085         9,576

  Net cash (used in)
   provided by financing
   activities                   (455)       15,729       (345)       50,208

  Effect of exchange rate
   changes on cash              (227)          (16)      (245)          650

  (Decrease) increase in
   cash and cash equivalents  (1,103)        3,127     (3,053)        2,073

  Cash and cash equivalents,
   beginning of period         2,073           728      4,023         1,782

  Cash and cash equivalents,
   end of period                $970        $3,855       $970        $3,855

NOTE: Certain reclassifications to the 2003 cash flow statements have been made to conform to the 2004 presentation.

(1) This amount relates to a benefit from a reduction in storage units as a result of our efficiency initiatives.

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

  Reconciliations of non-GAAP measures to GAAP measures:

  EBITDA & EBIT
                                       Third Quarter Ended October 2, 2004
                                         PQIL   PQBS   Corp./Other   Total

   EBITDA                               $30.0  $14.7      $(3.0)     $41.7
   Less: Depreciation & amortization    (17.9)  (1.3)         -      (19.2)
   EBIT                                 $12.1  $13.4      $(3.0)     $22.5
   Less:
    Net interest expense                                              (4.3)
    Income tax expense                                                (6.0)
    Earnings from discontinued
     operations, net                                                     -
   Net earnings                                                      $12.2

                                      Third Quarter Ended September 27, 2003
                                         PQIL   PQBS   Corp./Other   Total

   EBITDA                               $25.8  $14.6      $(3.7)     $36.7
   Less: Depreciation & amortization    (14.4)  (1.3)         -      (15.7)
   EBIT                                 $11.4  $13.3      $(3.7)     $21.0
   Less:
    Net interest expense                                              (4.0)
    Income tax expense                                                (6.0)
    Earnings from discontinued
     operations, net                                                   0.8
   Net earnings                                                      $11.8

                                       Year to Date Ended October 2, 2004
                                         PQIL   PQBS   Corp./Other   Total

   EBITDA                               $86.1  $42.3     $(10.1)    $118.3
   Less: Depreciation & amortization    (46.3)  (4.9)      (0.1)     (51.3)
   EBIT                                 $39.8  $37.4     $(10.2)     $67.0
   Less:
    Net interest expense                                             (12.4)
    Income tax expense                                               (18.7)
    Earnings from discontinued
     operations, net                                                   0.9
    Gain on sale of discontinued
     operations, net                                                  15.3
   Net earnings                                                      $52.1

                                       Year to Date Ended September 27, 2003
                                         PQIL   PQBS   Corp./Other   Total

   EBITDA                               $78.5  $40.7     $(10.2)    $109.0
   Less: Depreciation & amortization    (40.9)  (3.7)      (0.2)     (44.8)
   EBIT                                 $37.6  $37.0     $(10.4)     $64.2
   Less:
    Net interest expense                                             (13.0)
    Income tax expense                                               (18.3)
    Earnings from discontinued
     operations, net                                                   2.4
    Gain on sale of discontinued
     operations, net                                                     -
   Net earnings                                                      $35.3

  FREE CASH FLOW

                             Third Quarter Ended         Year to Date
                           October 2, September 27, October 2, September 27,
                             2004         2003        2004         2003

  Net cash provided by
   operating activities       $24.6         $34.0      $43.2         $58.4
  Expenditures for property,
   plant, equipment, product
   masters and software       (13.6)        (19.2)     (52.6)        (53.6)
  Proceeds from fixed assets
   disposition                  0.9             -        0.9             -
  Free cash flow              $11.9         $14.8      $(8.5)         $4.8
  Less: Tax court refund          -             -          -         (13.1)
  Free cash flow, net of
   tax court refund           $11.9         $14.8      $(8.5)        $(8.3)

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