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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q







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

For the quarterly period ended September 30, 2008

OR



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

For the transition period from  to

Commission File Number: 001-13665





Jarden Corporation

(Exact name of registrant as specified in its charter)







|                                         |  |                            
|---------------------------------------- |  | ---------------------------
|Delaware                                 |  | 35-1828377                 
|(State of Incorporation)                 |  | (IRS Identification Number)
|                                         | 
|555 Theodore Fremd Avenue, Rye, New York |  | 10580                      
|(Address of principal executive offices) |  | (Zip code)                 

(914) 967-9400

(Registrants telephone number, including area code)





Indicate by check mark whether the 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 requirements for the past 90 days.    Yes  x    No   ̈

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

Large accelerated filer  x    Accelerated filer   ̈    Non-accelerated
filer   ̈    Small reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest
practicable date.



|                                        |  |                                
|--------------------------------------- |  | -------------------------------
|Class                                   |  | Outstanding at October 27, 2008
|Common Stock, par value $0.01 per share |  | 76,561,804 shares              









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JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three and nine months ended September 30, 2008

INDEX



|         |  |                                                                                                             |  |           
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----------
|         |  |                                                                                                             |  | PageNumber
|         |  |                                                                                                            
|PART I.  |  | FINANCIAL INFORMATION:                                                                                      |  | 3         
|         |  |                                                                                                            
|Item 1.  |  | Financial Statements (unaudited):                                                                           |  | 3         
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2008 and 2007 |  | 3         
|         |  |                                                                                                            
|         |  | Condensed Consolidated Balance Sheets at September 30, 2008 and December 31, 2007                           |  | 4         
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007       |  | 5         
|         |  |                                                                                                            
|         |  | Notes to Condensed Consolidated Financial Statements                                                        |  | 6         
|         |  |                                                                                                            
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 22        
|         |  |                                                                                                            
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 27        
|         |  |                                                                                                            
|Item 4.  |  | Controls and Procedures                                                                                     |  | 28        
|         |  |                                                                                                            
|PART II. |  | OTHER INFORMATION:                                                                                          |  | 28        
|         |  |                                                                                                            
|Item 1.  |  | Legal Proceedings                                                                                           |  | 28        
|         |  |                                                                                                            
|Item 1A. |  | Risk Factors                                                                                                |  | 30        
|         |  |                                                                                                            
|Item 6.  |  | Exhibits                                                                                                    |  | 31        



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per
share amounts)



|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|------------------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                              |  | Three months endedSeptember 30, |         | Nine months endedSeptember 30,
|                                                              |  | 2008                            |         | 2007                           |   | 2008    |  | 2007
|Net sales                                                     |  | $                               | 1,455.6 |                                | $ | 1,322.2 |  | $    | 4,033.0 |  | $ | 3,193.2
|Cost of sales                                                 |  |                                 | 1,039.8 |                                |   | 994.4   |  |      | 2,908.6 |  |   | 2,401.0
|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Gross profit                                                  |  |                                 | 415.8   |                                |   | 327.8   |  |      | 1,124.4 |  |   | 792.2  
|Selling, general and administrative                           |  |                                 | 258.9   |                                |   | 239.2   |  |      | 775.2   |  |   | 581.0  
|Reorganization and acquisition-related integration costs, net |  |                                 | 12.8    |                                |   | 11.0    |  |      | 34.6    |  |   | 29.5   
|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Operating earnings                                            |  |                                 | 144.1   |                                |   | 77.6    |  |      | 314.6   |  |   | 181.7  
|Interest expense, net                                         |  |                                 | 44.0    |                                |   | 43.0    |  |      | 132.8   |  |   | 100.7  
|Loss on early extinguishment of debt                          |  |                                 |        |                                |   |        |  |      |        |  |   | 15.7   
|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Income before taxes                                           |  |                                 | 100.1   |                                |   | 34.6    |  |      | 181.8   |  |   | 65.3   
|Income tax provision                                          |  |                                 | 36.3    |                                |   | 13.4    |  |      | 70.3    |  |   | 26.0   
|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Net income                                                    |  | $                               | 63.8    |                                | $ | 21.2    |  | $    | 111.5   |  | $ | 39.3   
|                                                              |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Earnings per share:                                           |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Basic                                                         |  | $                               | 0.85    |                                | $ | 0.29    |  | $    | 1.48    |  | $ | 0.56   
|Diluted                                                       |  | $                               | 0.83    |                                | $ | 0.28    |  | $    | 1.46    |  | $ | 0.54   
|Weighted average shares outstanding:                          |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Basic                                                         |  |                                 | 75.4    |                                |   | 73.3    |  |      | 75.3    |  |   | 70.6   
|Diluted                                                       |  |                                 | 76.5    |                                |   | 74.9    |  |      | 76.4    |  |   | 72.5   

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per share data)



|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                       |  | September 30,2008 |         |   | December 31,2007 |  
|Assets:                                                                                                                                |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                              |  | $                 | 214.7   |   |                  | $ | 220.5   |  
|Accounts receivable, net of allowances of $66.2 and $72.3 at September 30, 2008 and December 31, 2007,
respectively                    |  |                   | 992.2   |   |                  |   | 978.5   |  
|Inventories                                                                                                                            |  |                   | 1,281.5 |   |                  |   | 1,126.2 |  
|Deferred taxes on income                                                                                                               |  |                   | 132.1   |   |                  |   | 140.5   |  
|Prepaid expenses and other current assets                                                                                              |  |                   | 113.1   |   |                  |   | 84.5    |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total current assets                                                                                                                   |  |                   | 2,733.6 |   |                  |   | 2,550.2 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Property, plant and equipment, net                                                                                                     |  |                   | 516.4   |   |                  |   | 510.9   |  
|Goodwill                                                                                                                               |  |                   | 1,675.6 |   |                  |   | 1,610.8 |  
|Intangibles, net                                                                                                                       |  |                   | 1,051.9 |   |                  |   | 1,126.6 |  
|Other assets                                                                                                                           |  |                   | 78.5    |   |                  |   | 69.6    |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                           |  | $                 | 6,056.0 |   |                  | $ | 5,868.1 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Liabilities:                                                                                                                           |  |                   |         |   |                  |   |         |  
|Short-term debt and current portion of long-term debt                                                                                  |  | $                 | 356.3   |   |                  | $ | 297.8   |  
|Accounts payable                                                                                                                       |  |                   | 479.2   |   |                  |   | 439.3   |  
|Accrued salaries, wages and employee benefits                                                                                          |  |                   | 138.3   |   |                  |   | 134.6   |  
|Taxes on income                                                                                                                        |  |                   | 21.1    |   |                  |   | 20.9    |  
|Other current liabilities                                                                                                              |  |                   | 386.0   |   |                  |   | 387.8   |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                              |  |                   | 1,380.9 |   |                  |   | 1,280.4 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Long-term debt                                                                                                                         |  |                   | 2,458.3 |   |                  |   | 2,449.5 |  
|Deferred taxes on income                                                                                                               |  |                   | 331.6   |   |                  |   | 335.2   |  
|Other non-current liabilities                                                                                                          |  |                   | 231.5   |   |                  |   | 264.4   |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                      |  |                   | 4,402.3 |   |                  |   | 4,329.5 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Contingencies (see Note 9)                                                                                                             |  |                   |        |   |                  |   |        |  
|Stockholders equity:                                                                                                                  |  |                   |         |   |                  |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at September 30, 2008 and December 31,
2007) |  |                   |        |   |                  |   |        |  
|Common stock ($0.01 par value, 150 shares authorized, 78.4 shares issued at September 30, 2008 and December 31,
2007)                  |  |                   | 0.8     |   |                  |   | 0.8     |  
|Additional paid-in capital                                                                                                             |  |                   | 1,259.8 |   |                  |   | 1,246.5 |  
|Retained earnings                                                                                                                      |  |                   | 400.3   |   |                  |   | 288.8   |  
|Accumulated other comprehensive income                                                                                                 |  |                   | 40.5    |   |                  |   | 47.5    |  
|Less: Treasury stock (1.8 and 1.6 shares, at cost, at September 30, 2008 and
December 31, 2007, respectively)                          |  |                   | (47.7   | ) |                  |   | (45.0   | )
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total stockholders equity                                                                                                             |  |                   | 1,653.7 |   |                  |   | 1,538.6 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                             |  | $                 | 6,056.0 |   |                  | $ | 5,868.1 |  
|                                                                                                                                       |  |                   |         |   |                  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)



|                                                                               |  |                                |        |   |      |   |         |  
|------------------------------------------------------------------------------ |  | ------------------------------ | ------ | - | ---- | - | ------- | -
|                                                                               |  | Nine months endedSeptember 30, |       
|                                                                               |  | 2008                           |        |   | 2007 |  
|Cash flows from operating activities:                                          |  |                                |        |   |      |   |         |  
|Net income                                                                     |  | $                              | 111.5  |   |      | $ | 39.3    |  
|Reconciliation of net income to net cash provided by operating activities:     |  |                                |        |   |      |   |         |  
|Depreciation and amortization                                                  |  |                                | 89.7   |   |      |   | 64.9    |  
|Other non-cash items                                                           |  |                                | 61.1   |   |      |   | 4.7     |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                                |        |   |      |   |         |  
|Accounts receivable                                                            |  |                                | (30.6  | ) |      |   | (79.5   | )
|Inventory                                                                      |  |                                | (169.3 | ) |      |   | (52.4   | )
|Accounts payable                                                               |  |                                | 38.1   |   |      |   | 50.2    |  
|Other assets and liabilities                                                   |  |                                | (45.8  | ) |      |   | (3.9    | )
|                                                                               |  |                                |        |   |      |   |         |  
|Net cash provided by operating activities                                      |  |                                | 54.7   |   |      |   | 23.3    |  
|                                                                               |  |                                |        |   |      |   |         |  
|Cash flows from financing activities:                                          |  |                                |        |   |      |   |         |  
|Net change in short-term debt                                                  |  |                                | 66.8   |   |      |   | 303.0   |  
|Proceeds from issuance of long-term debt                                       |  |                                | 25.0   |   |      |   | 1,350.0 |  
|Payments on long-term debt                                                     |  |                                | (20.7  | ) |      |   | (729.2  | )
|Proceeds from issuance of stock, net of transaction fees                       |  |                                | 1.9    |   |      |   | 10.5    |  
|Repurchase of common stock and shares tendered for taxes                       |  |                                | (10.9  | ) |      |   | (24.9   | )
|Debt issuance and settlements costs                                            |  |                                | (2.6   | ) |      |   | (36.4   | )
|Other                                                                          |  |                                | (2.5   | ) |      |   | 0.8     |  
|                                                                               |  |                                |        |   |      |   |         |  
|Net cash provided by financing activities                                      |  |                                | 57.0   |   |      |   | 873.8   |  
|                                                                               |  |                                |        |   |      |   |         |  
|Cash flows from investing activities:                                          |  |                                |        |   |      |   |         |  
|Additions to property, plant and equipment                                     |  |                                | (70.0  | ) |      |   | (55.4   | )
|Acquisitions and earnout payments, net of cash acquired                        |  |                                | (40.8  | ) |      |   | (906.0  | )
|Other                                                                          |  |                                | (7.4   | ) |      |   | 20.5    |  
|                                                                               |  |                                |        |   |      |   |         |  
|Net cash used in investing activities                                          |  |                                | (118.2 | ) |      |   | (940.9  | )
|                                                                               |  |                                |        |   |      |   |         |  
|Effect of exchange rate changes on cash                                        |  |                                | 0.7    |   |      |   | 3.7     |  
|                                                                               |  |                                |        |   |      |   |         |  
|Net decrease in cash and cash equivalents                                      |  |                                | (5.8   | ) |      |   | (40.1   | )
|Cash and cash equivalents at beginning of period                               |  |                                | 220.5  |   |      |   | 202.6   |  
|                                                                               |  |                                |        |   |      |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                              | 214.7  |   |      | $ | 162.5   |  
|                                                                               |  |                                |        |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions,
except per share data and unless otherwise indicated)

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Jarden Corporation (the Company or Jarden) have been prepared in
accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission
(SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments that are, in the
opinion of management, normal and recurring and necessary for a fair presentation of the results for the interim period. The Condensed Consolidated Balance Sheet at December 31, 2007 has been derived from the audited financial statements as of
that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim statements should be read in conjunction with the consolidated financial
statements and the related notes thereto included in the Companys latest Annual Report on Form 10-K for the fiscal year ended December 31, 2007. All significant intercompany transactions have been eliminated in consolidation. Revenues,
expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.

On August 8, 2007 (the Acquisition Date), the Company acquired all of the outstanding shares of K2 Inc. (the Acquisition), a leading
provider of branded consumer products in the global sports equipment market (see Note 5). The Companys results of operations include the results of K2 Inc. (K2) from August 8, 2007.

On April 6, 2007, the Company acquired Pure Fishing, Inc. (Pure Fishing), a leading global provider of fishing equipment. The Companys results of
operations include the results of Pure Fishing from April 6, 2007.

Certain reclassifications have been made in the Companys financial
statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income.

New
Accounting Standards

In May 2008, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60 (SFAS 163). SFAS 163 clarifies how FASB Statement No. 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not expect that the provisions of SFAS 163 will have a material impact on the consolidated financial position,
results of operations or cash flows of the Company.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 provides a framework for selecting accounting principles for financial statements that are presented in conformity with GAAP. The Company does not expect that the provisions of SFAS 162 will result
in a change in accounting practice for the Company.

In May 2008, the FASB issued FASB Staff Position (FSP) No. 14-1, Accounting for
Convertible Debt that May be Settled in Cash Upon Conversion (Including Partial Settlement) (FSP 14-1). FSP 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon
conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. FSP
14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entitys nonconvertible debt borrowing rate when interest cost is recognized in subsequent
periods. FSP 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not expect that the provisions of FSP 14-1 will have a material
impact on the consolidated financial position, results of operations or cash flows of the Company.

In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires that a Company with derivative instruments disclose information to enable users
of the financial statements to understand: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entitys
financial position, financial performance, and cash flows. As such, SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures



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about credit-risk-related contingent features in derivative agreements. SFAS 161 shall be effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. Early application of SFAS 161 is encouraged. Since SFAS 161 requires only additional disclosures concerning derivatives and hedging activities, the adoption of SFAS 161 will not affect the
consolidated financial position, results of operations or cash flows of the Company.

Adoption of New Accounting Standards

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. Effective January 1, 2008, the Company adopted the provisions of SFAS 157 related to financial assets and liabilities, as well as other assets and liabilities carried
at fair value on a recurring basis. These provisions, which have been applied prospectively, did not have a material impact on the Companys consolidated financial position, results of operations or cash flows (see Note 10 for disclosures
related to the adoption of SFAS 157). Certain other provisions of SFAS 157 related to other nonfinancial assets and liabilities will be effective for the Company on January 1, 2009, and will be applied prospectively. The adoption of the
provisions of SFAS 157 related to other nonfinancial assets and liabilities is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB
Statement No. 155 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 also
established presentation and disclosure requirements designed to facilitate comparisons that choose different measurement attributes for similar types of assets and liabilities. The Company adopted SFAS 159 effective January 1, 2008 and did not
elect the fair value option established by SFAS 159. As such, the adoption had no impact on the consolidated financial position, results of operations or cash flows of the Company.

2. Share-Based Awards

Stock-based compensation costs, which are included in selling, general and administrative
expenses, were $5.8 and $16.1 for the three months ended September 30, 2008 and 2007, respectively, and $16.5 and $33.2 for the nine months ended September 30, 2008 and 2007, respectively.

During the third quarter of 2008, the Company has granted approximately 0.8 million common stock options (the Awards). The grant date fair value of
each award was $7.50 per share with an aggregate fair value of $6.2 for the grant. The Awards vest ratably over the explicit service period.

3.
Inventories

Inventories consist of the following at September 30, 2008 and December 31, 2007:



|                           |  |                   |         |                  |   |        
|-------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|(in millions)              |  | September 30,2008 |         | December 31,2007
|Raw materials and supplies |  | $                 | 214.5   |                  | $ | 203.5  
|Work in process            |  |                   | 69.5    |                  |   | 61.5   
|Finished goods             |  |                   | 997.5   |                  |   | 861.2  
|                           |  |                   |         |                  |   |        
|Total inventories          |  | $                 | 1,281.5 |                  | $ | 1,126.2
|                           |  |                   |         |                  |   |        

4. Property, Plant and Equipment

Property, plant and equipment, net, consist of the following at September 30, 2008 and December 31, 2007:



|                                         |  |                   |        |   |                  |   |        |  
|---------------------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|(in millions)                            |  | September 30,2008 |        |   | December 31,2007 |  
|Land                                     |  | $                 | 38.1   |   |                  | $ | 32.0   |  
|Buildings                                |  |                   | 208.1  |   |                  |   | 168.2  |  
|Machinery and equipment                  |  |                   | 687.4  |   |                  |   | 642.7  |  
|                                         |  |                   |        |   |                  |   |        |  
|                                         |  |                   | 933.6  |   |                  |   | 842.9  |  
|Less: Accumulated depreciation           |  |                   | (417.2 | ) |                  |   | (332.0 | )
|                                         |  |                   |        |   |                  |   |        |  
|Total property, plant and equipment, net |  | $                 | 516.4  |   |                  | $ | 510.9  |  
|                                         |  |                   |        |   |                  |   |        |  

Depreciation of property, plant and equipment was $26.8 and $23.0 for the three months ended September 30,
2008 and 2007, respectively, and $77.7 and $57.6 for the nine months ended September 30, 2008 and 2007, respectively.



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5. Acquisitions

The Company has not completed any acquisitions in 2008. On August 8, 2007, the Company acquired all the outstanding shares of K2, a leading provider of branded consumer products in the global sports equipment
market, in exchange for consideration of $10.85 in cash per share of K2 common stock and 0.1118 of a share of Jarden common stock for each share of K2 common stock issued and outstanding. The total value of the transaction, including debt assumed,
was approximately $1.2 billion. The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed based on their estimated fair values at the date of the Acquisition. The excess of the
cost of the Acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The valuation of assets and liabilities has been determined and the purchase price has been
allocated as follows:



|                                           |  |   |        |  
|------------------------------------------ |  | - | ------ | -
|(in millions):                             |  |   |       
|Accounts receivable                        |  | $ | 316.8  |  
|Inventories                                |  |   | 507.1  |  
|Current deferred tax asset                 |  |   | 17.4   |  
|Other current assets                       |  |   | 31.4   |  
|Property, plant and equipment              |  |   | 156.8  |  
|Intangible assets                          |  |   | 171.9  |  
|Goodwill                                   |  |   | 278.7  |  
|Other assets                               |  |   | 11.8   |  
|Other current liabilities                  |  |   | (274.4 | )
|Long-term debt                             |  |   | (401.8 | )
|Other liabilities                          |  |   | (30.6  | )
|Non-current deferred tax liability         |  |   | (6.4   | )
|                                           |  |   |        |  
|Total purchase price, net of cash acquired |  | $ | 778.7  |  
|                                           |  |   |        |  

Pro forma results

The following unaudited pro forma financial information presents the combined results of operations of the Company and K2 as if the Acquisition had occurred at January 1, 2007. The historical results of the
Company for the three and nine months ended September 30, 2007 include the results of K2 from the Acquisition Date. The pro forma results presented below for the three months ended September 30, 2007 combine the results of the Company
for the three months ended September 30, 2007 and the historical results of K2 from July 1, 2007 through the Acquisition Date. The pro forma results presented below for the nine months ended September 30, 2007 combine the results of
the Company for the nine months ended September 30, 2007 and the historical results of K2 from January 1, 2007 through the Acquisition Date. The unaudited pro forma financial information is not intended to represent or be indicative of the
Companys consolidated results of operations or financial condition that would have been reported had the Acquisition been completed as of the beginning of the period presented and should not be taken as indicative of the Companys future
consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the statutory tax rate of 39.5%.



|                                     |  |                                      |         |                                     |   |         |  
|------------------------------------ |  | ------------------------------------ | ------- | ----------------------------------- | - | ------- | -
|(in millions, except per share data) |  | Three months endedSeptember 30, 2007 |         | Nine months endedSeptember 30, 2007 |  
|Net sales                            |  | $                                    | 1,442.7 |                                     | $ | 4,001.8 |  
|Net income (loss)                    |  |                                      | 43.9    |                                     |   | (11.9   | )
|Net income (loss) per share:         |  |                                      |         |                                     |   |         |  
|Basic:                               |  | $                                    | 0.58    |                                     | $ | (0.16   | )
|Diluted:                             |  | $                                    | 0.57    |                                     | $ | (0.16   | )

The unaudited pro forma financial information for the three and nine months ended September 30, 2007 includes
$1.4 and $4.2, respectively, for the amortization of purchased intangibles from the Acquisition. The unaudited pro forma financial information for the nine months ended September 30, 2007, also includes $99.3 of non-recurring charges related to
the Acquisition for the purchase accounting adjustment for the elimination of manufacturers profit in inventory and other transaction costs.



8



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##### Table of Contents

6. Goodwill and Intangibles

Goodwill activity for the nine months ended September 30, 2008 is as follows:



|                    |  |                                  |         |           |   |                                  |  |                                      |      |  |                                   |      |   |  |   |        
|------------------- |  | -------------------------------- | ------- | --------- | - | -------------------------------- |  | ------------------------------------ | ---- |  | --------------------------------- | ---- | - |  | - | -------
|(in millions)       |  | Net BookValue atDecember 31,2007 |         | Additions |   | PurchaseAccountingAdjustments(1) |  | Foreign Exchangeand OtherAdjustments |      |  | Net BookValue atSeptember 30,2008
|Outdoor Solutions   |  | $                                | 630.3   |           | $ |                                 |  | $                                    | 47.9 |  | $                                 | (2.8 | ) |  | $ | 675.4  
|Consumer Solutions  |  |                                  | 484.2   |           |   |                                 |  |                                      |     |  |                                   | 1.2  |   |  |   | 485.4  
|Branded Consumables |  |                                  | 496.3   |           |   |                                 |  |                                      |     |  |                                   | 8.2  |   |  |   | 504.5  
|Process Solutions   |  |                                  |        |           |   | 0.6                              |  |                                      | 9.7  |  |                                   |     |   |  |   | 10.3   
|                    |  |                                  |         |           |   |                                  |  |                                      |      |  |                                   |      |   |  |   |        
|                    |  | $                                | 1,610.8 |           | $ | 0.6                              |  | $                                    | 57.6 |  | $                                 | 6.6  |   |  | $ | 1,675.6
|                    |  |                                  |         |           |   |                                  |  |                                      |      |  |                                   |      |   |  |   |        

Intangible asset activity for the nine months ended September 30, 2008 is as follows:



|                                                |  |                                         |         |           |   |                                  |  |   |                                            |   |  |                                   |       |                            |  |   |         |  |           
|----------------------------------------------- |  | --------------------------------------- | ------- | --------- | - | -------------------------------- |  | - | ------------------------------------------ | - |  | --------------------------------- | ----- | -------------------------- |  | - | ------- |  | ----------
|(in millions)                                   |  | Gross CarryingAmount atDecember 31,2007 |         | Additions |   | PurchaseAccountingAdjustments(1) |  |   | AccumulatedAmortizationand ForeignExchange |   |  | Net BookValue atSeptember 30,2008 |       | AmortizationPeriods(years)
|Patents                                         |  | $                                       | 0.1     |           | $ | 5.5                              |  | $ |                                           |   |  | $                                 | (0.3  | )                          |  | $ | 5.3     |  | 12-30     
|Non-compete agreements                          |  |                                         | 1.7     |           |   |                                 |  |   |                                           |   |  |                                   | (1.4  | )                          |  |   | 0.3     |  | 3-5       
|Manufacturing process and expertise             |  |                                         | 32.0    |           |   |                                 |  |   | (1.2                                       | ) |  |                                   | (13.9 | )                          |  |   | 16.9    |  | 3-7       
|Brand names                                     |  |                                         | 4.3     |           |   |                                 |  |   | (2.4                                       | ) |  |                                   | (0.4  | )                          |  |   | 1.5     |  | 4-10      
|Customer relationships and distributor channels |  |                                         | 146.2   |           |   |                                 |  |   | (2.3                                       | ) |  |                                   | (14.2 | )                          |  |   | 129.7   |  | 10-25     
|Trademarks and tradenames                       |  |                                         | 960.4   |           |   |                                 |  |   | (62.3                                      | ) |  |                                   | 0.1   |                            |  |   | 898.2   |  | indefinite
|                                                |  |                                         |         |           |   |                                  |  |   |                                            |   |  |                                   |       |                            |  |   |         |  |           
|                                                |  | $                                       | 1,144.7 |           | $ | 5.5                              |  | $ | (68.2                                      | ) |  | $                                 | (30.1 | )                          |  | $ | 1,051.9 |  |           
|                                                |  |                                         |         |           |   |                                  |  |   |                                            |   |  |                                   |       |                            |  |   |         |  |           



|(1) | Comprised primarily of purchase accounting adjustments based upon the final determination of the K2 purchase price allocation (see Note 5).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

Amortization of intangibles was $4.0 and $3.0 for the three months ended September 30, 2008 and 2007, respectively, and $12.0 and $7.3 for the nine months ended
September 30, 2008 and 2007, respectively.

7. Warranty Reserve

The warranty reserve activity for the nine months ended September 30, 2008 is as follows:



|                                      |  |      |       |  
|------------------------------------- |  | ---- | ----- | -
|(in millions)                         |  | 2008 |      
|Warranty reserve at January 1,        |  | $    | 88.8  |  
|Provisions for warranties issued, net |  |      | 86.6  |  
|Warranty claims paid                  |  |      | (96.7 | )
|Other adjustments                     |  |      | (0.6  | )
|                                      |  |      |       |  
|Warranty reserve at September 30,     |  | $    | 78.1  |  
|                                      |  |      |       |  



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##### Table of Contents

8. Debt and Derivative Financial Instruments

Debt is comprised of the following at September 30, 2008 and December 31, 2007:



|                                         |  |                   |         |   |                  |   |         |  
|---------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|(in millions)                            |  | September 30,2008 |         |   | December 31,2007 |  
|Senior Credit Facility Term Loans        |  | $                 | 1,676.2 |   |                  | $ | 1,664.0 |  
|Revolving Credit Facility                |  |                   | 30.0    |   |                  |   |        |  
|71/2% Senior
Subordinated Notes due 2017 |  |                   | 650.0   |   |                  |   | 650.0   |  
|Securitization Facility due 2009         |  |                   | 250.0   |   |                  |   | 250.0   |  
|2% Subordinated Note due 2012            |  |                   | 95.8    |   |                  |   | 94.9    |  
|5% Convertible Debentures due 2010       |  |                   | 3.0     |   |                  |   | 12.4    |  
|Non-U.S. borrowings                      |  |                   | 101.5   |   |                  |   | 68.0    |  
|Other (primarily capital leases)         |  |                   | 8.1     |   |                  |   | 8.0     |  
|                                         |  |                   |         |   |                  |   |         |  
|Total debt                               |  |                   | 2,814.6 |   |                  |   | 2,747.3 |  
|Less: current portion                    |  |                   | (356.3  | ) |                  |   | (297.8  | )
|                                         |  |                   |         |   |                  |   |         |  
|Total long-term debt                     |  | $                 | 2,458.3 |   |                  | $ | 2,449.5 |  
|                                         |  |                   |         |   |                  |   |         |  

As a precaution against the banks in the Companys revolving credit facility being unable to fund their
contractual commitments, during September 2008, the Company drew down $30.0 from its existing revolving credit facility. Additionally, due to the continued turmoil in the financial markets, during October 2008, the Company drew down an additional
$100 from its existing revolving credit facility availability. The Company anticipates paying down this revolver balance from available cash, once the current uncertainty in the credit markets has subsided. The revolving credit facility matures in
January 2010 and can bear interest at LIBOR or Prime Rate, plus an applicable margin. The Company considers the incremental interest expense associated with this additional drawdown as an insurance premium against any potential disruptions arising
from a continued deterioration of the financial markets.

In July 2008, the Company entered into an amendment of its securitization facility, which is
subject to annual renewal, to extend the maturity date to July 13, 2009. Following the renewal, the borrowing rate margin is 150 basis points and the unused line fee is 0.50% per annum.

During May 2008, the Company borrowed an additional $25 from an existing term loan under its senior credit facility. This term loan matures in 2012 and bears interest at
LIBOR plus 250 basis points.

Derivative Financial Instruments

During September 2008, the Company terminated approximately $54 notional amount of forward foreign currency contracts as the counterparty defaulted on these contracts upon filing for bankruptcy protection. These
contracts had previously been designated as cash flow hedges of forecasted inventory purchases and sales. Gains or losses on these contracts were deferred as a component of accumulated other comprehensive income. At termination the fair market value
of these contracts was a net asset of $2.7. Based on current information available, the Company believes that the probability of collecting on these contracts is extremely low. As such, the Company has provided a reserve for the entire net asset
amount of these contracts, which resulted in the elimination of the amount of previously deferred net gains included in accumulated other comprehensive income.

During January 2008, the Company entered into an additional $200 notional amount swap agreement that exchanges variable interest rates (LIBOR) for a 3.7% fixed rate of interest over the term of the agreement, which matures on
December 31, 2010. The Company has designated this swap as a cash flow hedge of the interest rate risk attributable to forecasted variable interest (LIBOR) payments.

During 2008, the Company initiated a risk management plan whereby, from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has
on the cost of certain of the Companys raw materials. These derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar levels.
These derivatives are not designated as effective hedges for accounting purposes. Fair market value gains or losses are included in the results of operations and as of September 30, 2008 their aggregate fair market value was an asset of $0.2.

9. Contingencies

The Company is involved in various
legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company or certain of its subsidiaries have been identified by the United States Environmental Protection Agency
(EPA) or a state environmental agency as a Potentially Responsible Party (PRP) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available
information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Companys consolidated financial
condition, results of operations or cash flows. It is possible, that as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.



10



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##### Table of Contents

Environmental

The Companys operations are subject to certain federal, state, local and foreign environmental laws and regulations in addition to laws and regulations regarding labeling and packaging of products and the sales of products containing
certain environmentally sensitive materials.

In addition to ongoing environmental compliance at its operations, the Company also is actively engaged in
environmental remediation activities, the majority of which relate to divested operations and sites. Various of the Companys subsidiaries have been identified by the EPA or a state environmental agency as a PRP pursuant to the federal
Superfund Act and/or state Superfund laws comparable to the federal law at various sites (collectively, the Environmental Sites). The Company has established reserves to cover the anticipated probable costs of investigation and
remediation, based upon periodic reviews of all sites for which they have, or may have, remediation responsibility. The Company accrues environmental investigation and remediation costs when it is probable that a liability has been incurred, the
amount of the liability can be reasonably estimated and their responsibility for the liability is established. Generally, the timing of these accruals coincides with the earlier of formal commitment to an investigation plan, completion of a
feasibility study or a commitment to a formal plan of action. The Company accrues its best estimate of investigation and remediation costs based upon facts known at such dates and because of the inherent difficulties in estimating the ultimate
amount of environmental costs, which are further described below, these estimates may materially change in the future as a result of the uncertainties described below. Estimated costs, which are based upon experience with similar sites and technical
evaluations, are judgmental in nature and are recorded at discounted amounts without considering the impact of inflation and are adjusted periodically to reflect changes in applicable laws or regulations, changes in available technologies and
receipt by the Company of new information. It is difficult to estimate the ultimate level of future environmental expenditures due to a number of uncertainties surrounding environmental liabilities. These uncertainties include the applicability of
laws and regulations, changes in environmental remediation requirements, the enactment of additional regulations, uncertainties surrounding remediation procedures including the development of new technology, the identification of new sites for which
various of the Companys subsidiaries could be a PRP, information relating to the exact nature and extent of the contamination at each Environmental Site and the extent of required cleanup efforts, the uncertainties with respect to the ultimate
outcome of issues which may be actively contested and the varying costs of alternative remediation strategies.

Due to the uncertainty described above, the
Companys ultimate future liability with respect to sites at which remediation has not been completed may vary from the amounts reserved as of September 30, 2008.

The Company believes that the costs of completing environmental remediation of all sites for which the Company has a remediation responsibility have been adequately reserved and that the ultimate resolution of these
matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers
ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees
for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Companys assessment, after consultation with counsel (if
deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other
significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated
probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will
not have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows.

Product Liability

As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits
involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to its business. Annually, the Company sets its product liability insurance program
which is an occurrence-based program based on the Company and its subsidiaries current and historical claims experience and the availability and cost of insurance. The Companys product liability insurance program generally includes a
self-insurance retention per occurrence.



11



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##### Table of Contents

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in
which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability
exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Companys ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the
resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

Based on current
information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the Companys consolidated financial
position, results of operations or cash flows.

Securities and Related Litigation

In January and February 2006, purported class action lawsuits were filed in the Federal District Court for the Southern District of New York against the Company and
certain Company officers alleging violations of the federal securities laws. The actions were filed on behalf of purchasers of the Companys common stock during the period from June 29, 2005 (the date the Company announced the signing of
the agreement to acquire Holmes) through January 11, 2006.

The complaints, which are substantially similar to one another, allege, among other
things, that the plaintiffs were injured by reason of certain allegedly false and misleading statements made by the Company relating to the expected benefits of the THG Acquisition. Joint lead plaintiffs were appointed on June 9, 2006.

The lead plaintiffs filed an amended consolidated complaint on August 25, 2006 naming the Company, the Companys Consumer Solutions segment and
certain officers of the Company as defendants (collectively Defendants) and containing substantially the same allegations as in the initial complaints. On October 20, 2006, Defendants filed a motion to dismiss the consolidated
amended complaint. On May 31, 2007, the Court issued an opinion denying Defendants motion to dismiss. On July 3, 2007, Defendants filed a Motion for Reconsideration of the order denying Defendants motion to dismiss. On
September 5, 2007, the court granted Defendants motion for reconsideration, but reaffirmed its May 31, 2007 denial of Defendants motion to dismiss. Defendants answered the amended consolidated complaint on July 10, 2007.
On September 10, 2007, Plaintiffs moved for class certification. On March 6, 2008, the Court issued an opinion certifying a class comprised of purchasers of the Companys common stock during the period from June 29, 2005 through
January 11, 2006.

In February 2006, a derivative complaint was filed against certain Company officers and the Board of Directors of the Company in
the United States District Court for the Southern District of New York. The Company was named as a nominal defendant. The complaint alleged, among other things, that the individual defendants violated their fiduciary duties by failing to disclose
material information and/or by misleading the investing public about the Companys business and financial condition relating to the THG Acquisition. The complaint sought damages and other monetary relief against the individual defendants. The
Company and the individual defendants filed a motion to dismiss the complaint on June 15, 2006. That motion was granted on September 29, 2008, and the case dismissed.

The securities class action is in the early stages of litigation and an outcome cannot be predicted. Management does not believe that the outcome of this litigation will have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the Company. The Company intends to defend itself vigorously in the remaining suit.

Other

In connection with the sale of its Anthony Pools Division, K2 received certain distributions in 1997 and 1998 from a
corporation in which it held a minority interest. On March 30, 2007, K2 received a notice of liability from the Internal Revenue Service asserting transferee liability for federal income taxes of this corporation totaling $16.5. K2 has
contested the notice of liability by filing a petition in United States Tax Court. On May 20, 2008, K2 filed a Motion for Partial Summary Judgment on the grounds that the statute of limitations applicable for assessing tax attributable to
certain partnership and affected items of the alleged transferor, which items made up most of the asserted liabilities, had expired. On June 24, 2008, the Internal Revenue Service filed a Notice of No Objection to K2s Motion for Partial
Summary Judgment agreeing that the applicable statute of limitations had expired. On July 15, 2008, the United States Tax Court granted K2s motion. On September 26, 2008, K2 filed a Motion for Summary Judgment with respect to the
remaining claims. The United States Tax Court has not yet issued a decision on that Motion. While K2 is continuing to gather information related to this matter and intends to continue to defend itself with respect to any remaining issues in this
case, K2 believes that the ultimate conclusion of any remaining issues in this case will not be material to the Company. Accordingly, the Companys management believes that this litigation is no longer material to the Company.



12



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##### Table of Contents

10. Taxes on Income

The following table sets forth the details and the activity related to unrecognized tax benefits as of and for the nine months ended September 30, 2008:



|                                              |  |      |      |  
|--------------------------------------------- |  | ---- | ---- | -
|(in millions)                                 |  | 2008 |     
|Unrecognized tax benefits, January 1,         |  | $    | 96.7 |  
|Increases (decreases):                        |  |      |      |  
|Tax positions taken during the current period |  |      | 3.9  |  
|Tax positions taken during a prior period     |  |      |     |  
|Settlements with taxing authorities           |  |      | (9.7 | )
|Other                                         |  |      | 3.5  |  
|                                              |  |      |      |  
|Unrecognized tax benefits, September 30,      |  | $    | 94.4 |  
|                                              |  |      |      |  

During 2008, the change in the unrecognized tax benefits primarily relates to the settlement of the Companys
2003 and 2004 domestic audits and audit settlements of certain foreign subsidiaries for pre-acquisition periods of K2. At September 30, 2008, the amount of gross unrecognized tax benefits that, if recognized, would affect the reported tax rate
is approximately $34.1, and the amount of gross unrecognized tax benefits as a result of purchase accounting is approximately $60.3. At September 30, 2008, the Company believes it has no tax positions for which it is reasonably possible that
the total amount of unrecognized tax benefits may significantly change within twelve months.

11. Fair Value Measurements

SFAS 157 defines three levels of inputs that may be used to measure fair value and requires that the assets or liabilities carried at fair value be disclosed by the input
level under which they were valued. The input levels defined under SFAS 157 are as follows:

Level 1: Quoted market prices in active markets for identical
assets and liabilities.

Level 2: Observable inputs other than defined in Level 1, such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are not corroborated by observable market data.

The following table summarizes assets
and liabilities that are measured at fair value on a recurring basis at September 30, 2008:



|                              |  |                                                |      |         |   |       |       |  |   |       |  
|----------------------------- |  | ---------------------------------------------- | ---- | ------- | - | ----- | ----- |  | - | ----- | -
|                              |  | September 30, 2008Fair Value Asset (Liability) |     
|(in millions)                 |  | Level 1                                        |      | Level 2 |   |       | Total | 
|Derivatives:                  |  |                                                |      |         |   |       |       |  |   |       |  
|Assets                        |  | $                                              |     |         | $ | 3.4   |       |  | $ | 3.4   |  
|Liabilities                   |  |                                                |     |         |   | (15.6 | )     |  |   | (15.6 | )
|Available for sale securities |  |                                                | 10.5 |         |   |      |       |  |   | 10.5  |  

Derivative assets and liabilities relate to interest rate swaps, foreign currency contracts and commodity
contracts. Fair values are based on market prices obtained from independent brokers or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources,
including independent pricing services, brokers and market transactions. Available for sale securities are valued based on quoted market prices in actively traded markets.

12. Earnings Per Share



|                                     |  |                                 |  |                                |  |      |  |     
|------------------------------------ |  | ------------------------------- |  | ------------------------------ |  | ---- |  | ----
|                                     |  | Three months endedSeptember 30, |  | Nine months endedSeptember 30,
|(in millions, except per share data) |  | 2008                            |  | 2007                           |  | 2008 |  | 2007
|Weighted average shares outstanding: |  |                                 |  |                                |  |      |  |     
|Basic                                |  | 75.4                            |  | 73.3                           |  | 75.3 |  | 70.6
|Dilutive share-based awards          |  | 1.1                             |  | 1.6                            |  | 1.1  |  | 1.9 
|                                     |  |                                 |  |                                |  |      |  |     
|Diluted                              |  | 76.5                            |  | 74.9                           |  | 76.4 |  | 72.5
|                                     |  |                                 |  |                                |  |      |  |     

Stock options and warrants to purchase 3.1 million and 2.2 million shares of the Companys common
stock at September 30, 2008 and 2007, respectively, had exercise prices that exceeded the average market price of the Companys common stock for the three months ended September 30, 2008 and 2007. As such, these share-based awards did
not affect the computation of diluted earnings per share.



13



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##### Table of Contents

13. Comprehensive Income

The components of comprehensive income are as follows:



|                                     |  |                                 |       |   |                                |   |      |      |  |   |       |   |  |   |       |  
|------------------------------------ |  | ------------------------------- | ----- | - | ------------------------------ | - | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|                                     |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |  
|(in millions)                        |  | 2008                            |       |   | 2007                           |   |      | 2008 |  |   | 2007  |  
|Net income                           |  | $                               | 63.8  |   |                                | $ | 21.2 |      |  | $ | 111.5 |   |  | $ | 39.3  |  
|Unrealized gain (loss) on investment |  |                                 | (0.1  | ) |                                |   | (0.6 | )    |  |   | 0.1   |   |  |   |      |  
|Derivative financial instruments     |  |                                 | 9.7   |   |                                |   | (7.3 | )    |  |   | 9.4   |   |  |   | (10.8 | )
|Foreign currency translation         |  |                                 | (47.8 | ) |                                |   | 18.0 |      |  |   | (15.3 | ) |  |   | 29.2  |  
|Accrued benefit costs                |  |                                 | (0.4  | ) |                                |   |     |      |  |   | (1.2  | ) |  |   | (0.1  | )
|                                     |  |                                 |       |   |                                |   |      |      |  |   |       |   |  |   |       |  
|Comprehensive income                 |  | $                               | 25.2  |   |                                | $ | 31.3 |      |  | $ | 104.5 |   |  | $ | 57.6  |  
|                                     |  |                                 |       |   |                                |   |      |      |  |   |       |   |  |   |       |  

14. Employee Benefit Plans

Components of Net Periodic Costs

Pension Benefits



|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|------------------------------ |  | -------------------------------- | ----- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ----- | - | ----- | - | ---- | - |  | - | ----- | -
|                               |  | Three months ended September 30, |      
|                               |  | 2008                             |       |   | 2007    |  
|(in millions)                  |  | Domestic                         |       |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |       |   | Total |  
|Service cost                   |  | $                                | 0.1   |   |         | $ | 0.2  |       |  | $ | 0.3      |   |  | $       | 0.1   |   |       | $ | 0.3  |   |  | $ | 0.4   |  
|Interest cost                  |  |                                  | 4.6   |   |         |   | 0.4  |       |  |   | 5.0      |   |  |         | 4.3   |   |       |   | 0.4  |   |  |   | 4.7   |  
|Expected return on plan assets |  |                                  | (4.6  | ) |         |   | (0.3 | )     |  |   | (4.9     | ) |  |         | (4.0  | ) |       |   | (0.3 | ) |  |   | (4.3  | )
|Amortization, net              |  |                                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.1   |   |       |   |     |   |  |   | 0.1   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Net periodic cost              |  |                                  | 0.1   |   |         |   | 0.3  |       |  |   | 0.4      |   |  |         | 0.5   |   |       |   | 0.4  |   |  |   | 0.9   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Curtailment/Settlement         |  |                                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.1   |   |       |   |     |   |  |   | 0.1   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Total benefit cost             |  | $                                | 0.1   |   |         | $ | 0.3  |       |  | $ | 0.4      |   |  | $       | 0.6   |   |       | $ | 0.4  |   |  | $ | 1.0   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|                               | 
|                               |  | Nine months ended September 30,  |      
|                               |  | 2008                             |       |   | 2007    |  
|(in millions)                  |  | Domestic                         |       |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |       |   | Total |  
|Service cost                   |  | $                                | 0.1   |   |         | $ | 0.8  |       |  | $ | 0.9      |   |  | $       | 0.3   |   |       | $ | 0.6  |   |  | $ | 0.9   |  
|Interest cost                  |  |                                  | 13.7  |   |         |   | 1.5  |       |  |   | 15.2     |   |  |         | 11.4  |   |       |   | 0.8  |   |  |   | 12.2  |  
|Expected return on plan assets |  |                                  | (13.8 | ) |         |   | (1.0 | )     |  |   | (14.8    | ) |  |         | (10.4 | ) |       |   | (0.5 | ) |  |   | (10.9 | )
|Amortization, net              |  |                                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.3   |   |       |   |     |   |  |   | 0.3   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Net periodic cost              |  |                                  |      |   |         |   | 1.3  |       |  |   | 1.3      |   |  |         | 1.6   |   |       |   | 0.9  |   |  |   | 2.5   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Curtailment/Settlement         |  |                                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.1   |   |       |   |     |   |  |   | 0.1   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  
|Total benefit cost             |  | $                                |      |   |         | $ | 1.3  |       |  | $ | 1.3      |   |  | $       | 1.7   |   |       | $ | 0.9  |   |  | $ | 2.6   |  
|                               |  |                                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |   |  |   |       |  

Postretirement Benefits



|                  |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   |      |  
|----------------- |  | ------------------------------- | ---- | - | ------------------------------ | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                  |  | Three months endedSeptember 30, |      |   | Nine months endedSeptember 30, |  
|(in millions)     |  | 2008                            |      |   | 2007                           |   |      | 2008 |  |   | 2007 |  
|Service cost      |  | $                               | 0.1  |   |                                | $ | 0.1  |      |  | $ | 0.2  |   |  | $ | 0.3  |  
|Interest cost     |  |                                 | 0.2  |   |                                |   | 0.3  |      |  |   | 0.8  |   |  |   | 0.9  |  
|Amortization, net |  |                                 | (0.3 | ) |                                |   | (0.1 | )    |  |   | (1.0 | ) |  |   | (0.5 | )
|                  |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   |      |  
|Net periodic cost |  | $                               |     |   |                                | $ | 0.3  |      |  | $ |     |   |  | $ | 0.7  |  
|                  |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   |      |  

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). Among other items, the measurement date provisions of SFAS 158 require the measurement of defined benefit plan
assets and obligations as of the date of the Companys fiscal year-end statement of financial position. These provisions are effective for fiscal years ending after December 15, 2008 with earlier application permitted.

The Company is required to adopt the measurement date provisions of SFAS 158 for the year ending December 31, 2008 and will use the second transition approach as
defined by SFAS 158. This transition approach allows the Company to estimate the effects of the change by use of the measurements determined at September 30, 2007 and used for the year ended December 31, 2007. The Company does not expect
the adoption of the measurement date provisions of SFAS 158 to have a material affect on the consolidated financial position, results of operations or cash flows of the Company.



14



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##### Table of Contents

15. Reorganization and Acquisition-Related Integration Costs

For the three and nine months ended September 30, 2008 and 2007, the Company recorded the following reorganization and acquisition-related integration costs:



|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|------------------------------------- |  | ------------------------------------- | ---- | ------------ | - | ---------- |  | ----- | --- |  | - | ----
|                                      |  | Three months ended September 30, 2008
|(in millions)                         |  | EmployeeTerminations                  |      | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                       |      |              |   |            |  |       |     |  |   |     
|Outdoor Solutions                     |  | $                                     | 2.8  |              | $ | 4.0        |  | $     |    |  | $ | 6.8 
|Branded Consumables                   |  |                                       | 1.7  |              |   | 0.8        |  |       |    |  |   | 2.5 
|Process Solutions                     |  |                                       | 0.4  |              |   | 0.3        |  |       |    |  |   | 0.7 
|Corporate                             |  |                                       | 2.1  |              |   | 0.7        |  |       |    |  |   | 2.8 
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      |  | $                                     | 7.0  |              | $ | 5.8        |  | $     |    |  | $ | 12.8
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      | 
|                                      |  | Three months ended September 30, 2007
|(in millions)                         |  | EmployeeTerminations                  |      | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                       |      |              |   |            |  |       |     |  |   |     
|Outdoor Solutions                     |  | $                                     | 0.1  |              | $ | 0.6        |  | $     |    |  | $ | 0.7 
|Consumer Solutions                    |  |                                       | 0.2  |              |   | 7.1        |  |       |    |  |   | 7.3 
|Branded Consumables                   |  |                                       | 0.1  |              |   | 1.2        |  |       | 0.4 |  |   | 1.7 
|Corporate                             |  |                                       | 0.6  |              |   | 0.7        |  |       |    |  |   | 1.3 
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|Subtotal                              |  |                                       | 1.0  |              |   | 9.6        |  |       | 0.4 |  |   | 11.0
|Capitalized as a Cost of Acquisition: |  |                                       |      |              |   |            |  |       |     |  |   |     
|Corporate                             |  |                                       | 11.9 |              |   | 0.2        |  |       |    |  |   | 12.1
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      |  | $                                     | 12.9 |              | $ | 9.8        |  | $     | 0.4 |  | $ | 23.1
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      | 
|                                      |  | Nine months ended September 30, 2008 
|(in millions)                         |  | EmployeeTerminations                  |      | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                       |      |              |   |            |  |       |     |  |   |     
|Outdoor Solutions                     |  | $                                     | 10.3 |              | $ | 10.3       |  | $     | 0.2 |  | $ | 20.8
|Branded Consumables                   |  |                                       | 4.3  |              |   | 1.7        |  |       |    |  |   | 6.0 
|Process Solutions                     |  |                                       | 2.0  |              |   | 0.8        |  |       |    |  |   | 2.8 
|Corporate                             |  |                                       | 2.3  |              |   | 2.7        |  |       |    |  |   | 5.0 
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|Subtotal                              |  |                                       | 18.9 |              |   | 15.5       |  |       | 0.2 |  |   | 34.6
|Capitalized as a Cost of Acquisition: |  |                                       |      |              |   |            |  |       |     |  |   |     
|Outdoor Solutions                     |  |                                       | 2.4  |              |   | 3.6        |  |       |    |  |   | 6.0 
|Corporate                             |  |                                       | 0.5  |              |   |           |  |       |    |  |   | 0.5 
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      |  | $                                     | 21.8 |              | $ | 19.1       |  | $     | 0.2 |  | $ | 41.1
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      | 
|                                      |  | Nine months ended September 30, 2007 
|(in millions)                         |  | EmployeeTerminations                  |      | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                       |      |              |   |            |  |       |     |  |   |     
|Outdoor Solutions                     |  | $                                     | 1.5  |              | $ | 2.2        |  | $     |    |  | $ | 3.7 
|Consumer Solutions                    |  |                                       | 7.2  |              |   | 11.3       |  |       |    |  |   | 18.5
|Branded Consumables                   |  |                                       | 0.5  |              |   | 4.4        |  |       | 0.8 |  |   | 5.7 
|Corporate                             |  |                                       | 0.8  |              |   | 0.8        |  |       |    |  |   | 1.6 
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|Subtotal                              |  |                                       | 10.0 |              |   | 18.7       |  |       | 0.8 |  |   | 29.5
|Capitalized as a Cost of Acquisition: |  |                                       |      |              |   |            |  |       |     |  |   |     
|Corporate                             |  |                                       | 11.9 |              |   | 0.2        |  |       |    |  |   | 12.1
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     
|                                      |  | $                                     | 21.9 |              | $ | 18.9       |  | $     | 0.8 |  | $ | 41.6
|                                      |  |                                       |      |              |   |            |  |       |     |  |   |     



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##### Table of Contents

Capitalized Reorganization and Acquisition-Related Integration Costs

In connection with the Acquisition, management approved and initiated plans to restructure the operations of K2. These plans were contemplated at the time of acquisition
and include, in part, the elimination of certain duplicative functions and vacating redundant

facilities in order to reduce the combined cost structure of
the Company. The capitalized costs incurred during 2008 primarily relate to workforce reductions associated with the elimination of duplicative functions and other exit costs resulting from the Acquisition. These costs are recognized as a liability
assumed in the Acquisition and are included in the allocation of the cost to acquire K2 and are accrued within the Outdoor Solutions segment.

Outdoor Solutions Segment

During 2007, the Company initiated plans to integrate certain businesses acquired from K2 and Pure
Fishing. This plan includes, in part, facility closings and headcount reductions. Employee termination charges for the three and nine months ended September 30, 2008 relate to the implementation of these initiatives. During 2006 and 2005, the
Company implemented various strategic initiatives in the Outdoor Solutions segment. These initiatives included both rationalizing and outsourcing certain European manufacturing facilities and the reorganization of the domestic sales force. Employee
termination charges for the three and nine months ended September 30, 2007 relate to the implementation of these initiatives.

For the three and nine
months ended September 30, 2008, other charges, which result from the integration of K2 and Pure Fishing, include professional fees ($1.1 and $3.7, respectively), lease exits costs ($1.2 and $1.9, respectively) and other costs ($1.7 and $4.7,
respectively), which are comprised primarily of contract termination fees and moving costs. For the three and nine months ended September 30, 2007, other charges, which result from the integration of K2 and Pure Fishing, are comprised primarily
of professional fees and contract termination fees.

At September 30, 2008, $6.2 of severance and other employee benefit-related costs and $8.0 of
other costs remain accrued for these initiatives.

Consumer Solutions Segment

As part of the acquisition of American Household, Inc. (the AHI Acquisition) and The Holmes Group, Inc. (the THG Acquisition), each in 2005, it was determined that, due to similarities between
the combined Consumer Solutions segment customer base, distribution channels and operations, significant cost savings could be achieved by integrating certain functions of these businesses, such as distribution and warehousing, information
technology and certain administrative functions. In order to leverage a shared infrastructure, the Company initiated certain reorganization plans prior to 2007. This initiative was largely completed during 2007. Employee termination charges for the
three and nine months ended September 30, 2007 primarily relate to this plan. For the three and nine months ended September 30, 2007, other charges primarily consist of facility closing costs ($6.6 and $8.3, respectively) and other costs
primarily related to professional fees ($0.1 and $2.6, respectively). At September 30, 2008, $10.3 of costs (primarily lease obligations) remain accrued for this initiative.

Branded Consumables Segment

In 2007, the Company initiated a plan to consolidate certain non-manufacturing
processes across this segments platform. This plan includes headcount reduction and facility consolidation. Prior to 2007, the Company began implementing a strategic plan to reorganize its Branded Consumables segment and thereby facilitate
long-term cost savings and improve management and reporting capabilities. Specific cost savings initiatives include the utilization of certain shared distribution and warehousing services and information systems platforms and outsourcing the
manufacturing of certain kitchen products. Employee termination charges for the three and nine months ended September 30, 2008 and 2007 primarily relate to these initiatives and substantially all employees under these initiatives have been
terminated as of September 30, 2008.

For the three and nine months ended September 30, 2008, other charges primarily consist of professional
fees. For the three and nine months ended September 30, 2007 other charges primarily consist of facility closing costs ($0.2 and $1.7, respectively) and other costs, primarily related to professional fees ($1.0 and $2.7, respectively).

Process Solutions Segment

During 2007, the
Company initiated a plan to consolidate manufacturing facilities related to the plastics business. The plan is expected to result in facility closures and headcount reductions. Employee termination charges for the three and nine months ended
September 30, 2008 primarily relate to this plan.



16



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##### Table of Contents

Corporate Reorganization and Acquisition-Related Integration Costs

For the three and nine months ended September 30, 2008, other charges are primarily due to the integration of certain corporate functions related to the Acquisition.

The following table sets forth the details and the activity related to reorganization and acquisition-related integration costs as of and for the nine
months ended September 30, 2008:



|                                     |  |                                   |      |                                                             |   |                                    |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|------------------------------------ |  | --------------------------------- | ---- | ----------------------------------------------------------- | - | ---------------------------------- |  | -------- | --- |  | ------------------------ | ----- | - | ---------------------------------- | - | ---- | - |  | - | ----
|                                     |  |                                   |      | Reorganization andAcquisition-relatedIntegration Costs, net |   |                                    |  |          |     |  |                          |      
|(in millions)                        |  | AccrualBalance atDecember 31,2007 |      | Chargedto Results ofOperations                              |   | Capitalizedas a Cost ofAcquisition |  | Payments |     |  | ForeignCurrencyand Other |       |   | AccrualBalance atSeptember 30,2008
|Severance and other employee-related |  | $                                 | 11.6 |                                                             | $ | 18.9                               |  | $        | 2.9 |  | $                        | (17.9 | ) |                                    | $ | (1.8 | ) |  | $ | 13.7
|Other costs                          |  |                                   | 14.9 |                                                             |   | 15.5                               |  |          | 3.6 |  |                          | (18.2 | ) |                                    |   | 1.5  |   |  |   | 17.3
|                                     |  |                                   |      |                                                             |   |                                    |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|                                     |  | $                                 | 26.5 |                                                             | $ | 34.4                               |  | $        | 6.5 |  | $                        | (36.1 | ) |                                    | $ | (0.3 | ) |  | $ | 31.0
|                                     |  |                                   |      |                                                             |   |                                    |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|Impairment                           |  |                                   |      |                                                             |   | 0.2                                |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|                                     |  |                                   |      |                                                             |   |                                    |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|                                     |  |                                   |      |                                                             | $ | 34.6                               |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     
|                                     |  |                                   |      |                                                             |   |                                    |  |          |     |  |                          |       |   |                                    |   |      |   |  |   |     

16. Segment Information

The Company and its chief operating decision makers use segment earnings to measure segment operating performance. During the first quarter of 2008, the Company modified the composition of segment earnings
to include stock-based compensation. All prior periods have been reclassified to conform to the current presentation.

The Company reports four business
segments: Outdoor Solutions, Consumer Solutions, Branded Consumables and Process Solutions. The Companys sales are principally within the United States. The Companys international operations are mainly based in Asia, Canada, Europe and
Latin America.

In the Outdoor Solutions segment the Company manufactures and sources, markets and
distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman® is a leading brand for active lifestyle products,
offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, gas and charcoal grills, foldable furniture, lanterns and flashlights, propane fuel, sleeping bags, tents and water recreation
products such as tow-behinds, boats and kayaks. The Outdoor Solutions segment also sells fishing equipment under brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®,
JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®.
Team sports equipment for baseball, softball, football, basketball, field hockey and lacrosse products are sold under brand names such as deBeer®, Gait by deBeer®, Miken®, Rawlings® and Worth®.
Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas, K2®, Line®, Little Bear®, Madshus®, Marker®,
Morrow®, Ride®, Tubbs®, Völkl® and 5150 Snowboards®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Hodgman®, Mad Dog Gear®, Sevylor®, Sospenders® and Stearns®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Adio®, Ex Officio®, Marmot® and Planet Earth®.

In the Consumer Solutions segment the Company manufactures and
sources, markets, and distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use. This segment maintains a strong portfolio of globally recognized brands including
Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam® and
Villaware®. The principal products in this segment include clippers and trimmers for professional use in the beauty and barber and animal segments; electric blankets, mattress pads and
throws; household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; personal care and wellness products, such as fans, humidifiers, heaters and air purifiers, for
home use; products for the hospitality industry; and scales for consumer use.

In the Branded
Consumables segment the Company manufactures and sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples including arts and crafts paint brushes,
childrens card games, clothespins, collectible tins, cordage, firelogs and firestarters, home safety equipment, home canning jars and accessories, kitchen matches, other craft items, plastic cutlery, playing cards and accessories, storage and
workshop accessories, toothpicks and other accessories. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, BRK®, Crawford®, Diamond®, Dicon®, First
Alert®, Forster®, Hoyle®, KEM®, Kerr®, Lehigh®, Leslie-Locke®, Loew
Cornell® and Pine Mountain® brand names, among others.

In the Process Solutions segment the Company manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, plastic cutlery, refrigerator door liners, medical
disposables and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. The materials business, produces specialty nylon polymers, conductive fibers and monofilament used in various products,
including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications. This segment is also the largest North American producer of niche products
fabricated from solid zinc strip and are the sole source supplier of copper plated zinc penny blanks to the United States Mint, a major supplier to the Royal Canadian Mint, as well as a supplier of nickel, brass and bronze plated finishes on steel
and zinc for coinage to other international markets. In addition, we manufacture a line of industrial zinc products marketed globally for use in the plumbing, automotive, electrical component and architectural markets.



17



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##### Table of Contents

Segment information as of and for the three and nine months ended September 30, 2008 and 2007 is as follows:



|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | ------------------ |  | - | ---------------- | - |  | ------------------------ | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|(in millions)                                                   |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Three months ended September 30, 2008                           |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                | 620.1   |   |                   | $ | 542.7   |                    |  | $ | 223.5            |   |  | $                        | 83.7  |   |                        | $ | (14.4 | )                     |  | $ | 1,455.6      |   |  | $ |      |   |  | $ | 1,455.6 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                | 83.6    |   |                   | $ | 82.8    |                    |  | $ | 36.5             |   |  | $                        | 8.9   |   |                        | $ |      |                       |  | $ | 211.8        |   |  | $ | (24.1 | ) |  | $ | 187.7   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                  | (6.8    | ) |                   |   |        |                    |  |   | (2.5             | ) |  |                          | (0.7  | ) |                        |   |      |                       |  |   | (10.0        | ) |  |   | (2.8  | ) |  |   | (12.8   | )
|Depreciation and amortization                                   |  |                  | (15.9   | ) |                   |   | (6.8    | )                  |  |   | (4.7             | ) |  |                          | (3.2  | ) |                        |   |      |                       |  |   | (30.6        | ) |  |   | (0.2  | ) |  |   | (30.8   | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 60.9    |   |                   | $ | 76.0    |                    |  | $ | 29.3             |   |  | $                        | 5.0   |   |                        | $ |      |                       |  | $ | 171.2        |   |  | $ | (27.1 | ) |  | $ | 144.1   |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Other segment data:                                             |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                | 2,709.1 |   |                   | $ | 1,952.9 |                    |  | $ | 1,122.2          |   |  | $                        | 205.8 |   |                        | $ |      |                       |  | $ | 5,990.0      |   |  | $ | 66.0  |   |  | $ | 6,056.0 |  
|                                                                |  |                  |         |   |                   |   |         |                   
|(in millions)                                                   |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Three months ended September 30, 2007 (reclassified)            |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                | 498.4   |   |                   | $ | 540.1   |                    |  | $ | 213.5            |   |  | $                        | 86.7  |   |                        | $ | (16.5 | )                     |  | $ | 1,322.2      |   |  | $ |      |   |  | $ | 1,322.2 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                | 72.6    |   |                   | $ | 79.3    |                    |  | $ | 34.0             |   |  | $                        | 8.0   |   |                        | $ |      |                       |  | $ | 193.9        |   |  | $ | (34.0 | ) |  | $ | 159.9   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                  | (0.7    | ) |                   |   | (7.3    | )                  |  |   | (1.7             | ) |  |                          |      |   |                        |   |      |                       |  |   | (9.7         | ) |  |   | (1.3  | ) |  |   | (11.0   | )
|Fair value adjustment to inventory                              |  |                  | (43.8   | ) |                   |   |        |                    |  |   |                 |   |  |                          | (1.5  | ) |                        |   |      |                       |  |   | (45.3        | ) |  |   |      |   |  |   | (45.3   | )
|Depreciation and amortization                                   |  |                  | (11.9   | ) |                   |   | (6.6    | )                  |  |   | (4.3             | ) |  |                          | (2.8  | ) |                        |   |      |                       |  |   | (25.6        | ) |  |   | (0.4  | ) |  |   | (26.0   | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 16.2    |   |                   | $ | 65.4    |                    |  | $ | 28.0             |   |  | $                        | 3.7   |   |                        | $ |      |                       |  | $ | 113.3        |   |  | $ | (35.7 | ) |  | $ | 77.6    |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                |  |                  |         |   |                   |   |         |                   
|(in millions)                                                   |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Nine months ended September 30, 2008                            |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                | 1,987.0 |   |                   | $ | 1,242.3 |                    |  | $ | 589.3            |   |  | $                        | 264.5 |   |                        | $ | (50.1 | )                     |  | $ | 4,033.0      |   |  | $ |      |   |  | $ | 4,033.0 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                | 240.3   |   |                   | $ | 161.0   |                    |  | $ | 76.7             |   |  | $                        | 29.4  |   |                        | $ |      |                       |  | $ | 507.4        |   |  | $ | (68.5 | ) |  | $ | 438.9   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                  | (20.8   | ) |                   |   |        |                    |  |   | (6.0             | ) |  |                          | (2.8  | ) |                        |   |      |                       |  |   | (29.6        | ) |  |   | (5.0  | ) |  |   | (34.6   | )
|Depreciation and amortization                                   |  |                  | (46.8   | ) |                   |   | (19.7   | )                  |  |   | (13.1            | ) |  |                          | (9.3  | ) |                        |   |      |                       |  |   | (88.9        | ) |  |   | (0.8  | ) |  |   | (89.7   | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 172.7   |   |                   | $ | 141.3   |                    |  | $ | 57.6             |   |  | $                        | 17.3  |   |                        | $ |      |                       |  | $ | 388.9        |   |  | $ | (74.3 | ) |  | $ | 314.6   |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                |  |                  |         |   |                   |   |         |                   
|(in millions)                                                   |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Nine months ended September 30, 2007 (reclassified)             |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                | 1,128.4 |   |                   | $ | 1,264.5 |                    |  | $ | 588.8            |   |  | $                        | 260.7 |   |                        | $ | (49.2 | )                     |  | $ | 3,193.2      |   |  | $ |      |   |  | $ | 3,193.2 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                | 163.5   |   |                   | $ | 155.6   |                    |  | $ | 80.3             |   |  | $                        | 24.5  |   |                        | $ |      |                       |  | $ | 423.9        |   |  | $ | (75.4 | ) |  | $ | 348.5   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                  | (3.7    | ) |                   |   | (18.5   | )                  |  |   | (5.7             | ) |  |                          |      |   |                        |   |      |                       |  |   | (27.9        | ) |  |   | (1.6  | ) |  |   | (29.5   | )
|Fair value adjustment to inventory                              |  |                  | (70.9   | ) |                   |   |        |                    |  |   |                 |   |  |                          | (1.5  | ) |                        |   |      |                       |  |   | (72.4        | ) |  |   |      |   |  |   | (72.4   | )
|Depreciation and amortization                                   |  |                  | (23.6   | ) |                   |   | (20.3   | )                  |  |   | (12.6            | ) |  |                          | (7.2  | ) |                        |   |      |                       |  |   | (63.7        | ) |  |   | (1.2  | ) |  |   | (64.9   | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 65.3    |   |                   | $ | 116.8   |                    |  | $ | 62.0             |   |  | $                        | 15.8  |   |                        | $ |      |                       |  | $ | 259.9        |   |  | $ | (78.2 | ) |  | $ | 181.7   |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  



18



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##### Table of Contents

17. Condensed Consolidating Financial Statements

The Companys 71/2% Senior Subordinated Notes are fully guaranteed, jointly and severally, by certain of the Companys domestic subsidiaries (Guarantor Subsidiaries). The Companys non-United States subsidiaries
and those domestic subsidiaries who are not guarantors (Non-Guarantor Subsidiaries) are not guaranteeing these Senior Subordinated Notes. Presented below is the condensed consolidating financial statements of the Company
(Parent), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis as of September 30, 2008 and December 31, 2007 and for the three and nine months ended September 30, 2008 and 2007.

Condensed Consolidating Statements of Income



|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|------------------------------------ |  | ------------------------------------- | ----- | - | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | ------ | - |  | - | -------
|                                     |  | Three months ended September 30, 2008
|(in millions)                        |  | Parent                                |       |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Net sales                            |  | $                                     |      |   |                       | $ | 941.5                     |  | $            | 561.9   |  | $            | (47.8  | ) |  | $ | 1,455.6
|Costs and expenses                   |  |                                       | 24.6  |   |                       |   | 847.3                     |  |              | 487.4   |  |              | (47.8  | ) |  |   | 1,311.5
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                       | (24.6 | ) |                       |   | 94.2                      |  |              | 74.5    |  |              |       |   |  |   | 144.1  
|Other expense, net                   |  |                                       | 40.4  |   |                       |   | 21.7                      |  |              | 18.2    |  |              |       |   |  |   | 80.3   
|Equity in the income of subsidiaries |  |                                       | 128.8 |   |                       |   | 55.0                      |  |              |        |  |              | (183.8 | ) |  |   |       
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                     | 63.8  |   |                       | $ | 127.5                     |  | $            | 56.3    |  | $            | (183.8 | ) |  | $ | 63.8   
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Three months ended September 30, 2007
|(in millions)                        |  | Parent                                |       |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Net sales                            |  | $                                     |      |   |                       | $ | 784.0                     |  | $            | 579.9   |  | $            | (41.7  | ) |  | $ | 1,322.2
|Costs and expenses                   |  |                                       | 32.7  |   |                       |   | 704.9                     |  |              | 548.7   |  |              | (41.7  | ) |  |   | 1,244.6
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                       | (32.7 | ) |                       |   | 79.1                      |  |              | 31.2    |  |              |       |   |  |   | 77.6   
|Other expense, net                   |  |                                       | 38.6  |   |                       |   | 1.3                       |  |              | 16.5    |  |              |       |   |  |   | 56.4   
|Equity in the income of subsidiaries |  |                                       | 92.5  |   |                       |   | 14.1                      |  |              |        |  |              | (106.6 | ) |  |   |       
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                     | 21.2  |   |                       | $ | 91.9                      |  | $            | 14.7    |  | $            | (106.6 | ) |  | $ | 21.2   
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Nine months ended September 30, 2008 
|(in millions)                        |  | Parent                                |       |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Net sales                            |  | $                                     |      |   |                       | $ | 2,627.3                   |  | $            | 1,549.2 |  | $            | (143.5 | ) |  | $ | 4,033.0
|Costs and expenses                   |  |                                       | 63.7  |   |                       |   | 2,397.9                   |  |              | 1,400.3 |  |              | (143.5 | ) |  |   | 3,718.4
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                       | (63.7 | ) |                       |   | 229.4                     |  |              | 148.9   |  |              |       |   |  |   | 314.6  
|Other expense, net                   |  |                                       | 123.1 |   |                       |   | 31.7                      |  |              | 48.3    |  |              |       |   |  |   | 203.1  
|Equity in the income of subsidiaries |  |                                       | 298.3 |   |                       |   | 98.5                      |  |              |        |  |              | (396.8 | ) |  |   |       
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                     | 111.5 |   |                       | $ | 296.2                     |  | $            | 100.6   |  | $            | (396.8 | ) |  | $ | 111.5  
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Nine months ended September 30, 2007 
|(in millions)                        |  | Parent                                |       |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Net sales                            |  | $                                     |      |   |                       | $ | 2,176.8                   |  | $            | 1,139.3 |  | $            | (122.9 | ) |  | $ | 3,193.2
|Costs and expenses                   |  |                                       | 71.7  |   |                       |   | 2,020.9                   |  |              | 1,041.8 |  |              | (122.9 | ) |  |   | 3,011.5
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                       | (71.7 | ) |                       |   | 155.9                     |  |              | 97.5    |  |              |       |   |  |   | 181.7  
|Other expense, net                   |  |                                       | 107.4 |   |                       |   | 0.7                       |  |              | 34.3    |  |              |       |   |  |   | 142.4  
|Equity in the income of subsidiaries |  |                                       | 218.4 |   |                       |   | 61.1                      |  |              |        |  |              | (279.5 | ) |  |   |       
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                     | 39.3  |   |                       | $ | 216.3                     |  | $            | 63.2    |  | $            | (279.5 | ) |  | $ | 39.3   
|                                     |  |                                       |       |   |                       |   |                           |  |              |         |  |              |        |   |  |   |        



19



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##### Table of Contents

Condensed Consolidating Balance Sheets



|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------------------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ------- | -
|                                                                   |  | As of September 30, 2008             |        
|(in millions)                                                      |  | Parent                               |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Assets                                                             |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current assets                                                     |  | $                                    | 71.8    |   |                       | $ | 1,186.7 |                           |  | $ | 1,478.0      |   |  | $            | (2.9     | ) |  | $ | 2,733.6 |  
|Investment in subsidiaries                                         |  |                                      | 4,526.9 |   |                       |   | 839.0   |                           |  |   |             |   |  |              | (5,365.9 | ) |  |   |        |  
|Non-current assets                                                 |  |                                      | 144.8   |   |                       |   | 3,614.2 |                           |  |   | 295.4        |   |  |              | (732.0   | ) |  |   | 3,322.4 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total assets                                                       |  | $                                    | 4,743.5 |   |                       | $ | 5,639.9 |                           |  | $ | 1,773.4      |   |  | $            | (6,100.8 | ) |  | $ | 6,056.0 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Liabilities and stockholders equity                               |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current liabilities                                                |  | $                                    | 106.1   |   |                       | $ | 617.2   |                           |  | $ | 659.8        |   |  | $            | (2.2     | ) |  | $ | 1,380.9 |  
|Non-current liabilities                                            |  |                                      | 2,983.7 |   |                       |   | 546.8   |                           |  |   | 223.6        |   |  |              | (732.7   | ) |  |   | 3,021.4 |  
|Stockholders equity                                               |  |                                      | 1,653.7 |   |                       |   | 4,475.9 |                           |  |   | 890.0        |   |  |              | (5,365.9 | ) |  |   | 1,653.7 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total liabilities and stockholders equity                         |  | $                                    | 4,743.5 |   |                       | $ | 5,639.9 |                           |  | $ | 1,773.4      |   |  | $            | (6,100.8 | ) |  | $ | 6,056.0 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                                   | 
|                                                                   |  | As of December 31, 2007              |        
|(in millions)                                                      |  | Parent                               |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Assets                                                             |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current assets                                                     |  | $                                    | 67.3    |   |                       | $ | 1,012.7 |                           |  | $ | 1,470.9      |   |  | $            | (0.7     | ) |  | $ | 2,550.2 |  
|Investment in subsidiaries                                         |  |                                      | 4,268.9 |   |                       |   | 819.4   |                           |  |   |             |   |  |              | (5,088.3 | ) |  |   |        |  
|Non-current assets                                                 |  |                                      | 97.5    |   |                       |   | 3,530.0 |                           |  |   | 255.2        |   |  |              | (564.8   | ) |  |   | 3,317.9 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total assets                                                       |  | $                                    | 4,433.7 |   |                       | $ | 5,362.1 |                           |  | $ | 1,726.1      |   |  | $            | (5,653.8 | ) |  | $ | 5,868.1 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Liabilities and stockholders equity                               |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current liabilities                                                |  | $                                    | 89.6    |   |                       | $ | 606.7   |                           |  | $ | 584.1        |   |  | $            |         |   |  | $ | 1,280.4 |  
|Non-current liabilities                                            |  |                                      | 2,805.5 |   |                       |   | 513.4   |                           |  |   | 295.7        |   |  |              | (565.5   | ) |  |   | 3,049.1 |  
|Stockholders equity                                               |  |                                      | 1,538.6 |   |                       |   | 4,242.0 |                           |  |   | 846.3        |   |  |              | (5,088.3 | ) |  |   | 1,538.6 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total liabilities and stockholders equity                         |  | $                                    | 4,433.7 |   |                       | $ | 5,362.1 |                           |  | $ | 1,726.1      |   |  | $            | (5,653.8 | ) |  | $ | 5,868.1 |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                                   |  |                                      |         |   |                      
|Condensed Consolidating Statements of Cash Flows                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                                   | 
|                                                                   |  | Nine months ended September 30, 2008 |        
|(in millions)                                                      |  | Parent                               |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Net cash provided by (used in) operating activities                |  | $                                    | (756.7  | ) |                       | $ | 655.4   |                           |  | $ | 156.0        |   |  | $            |         |   |  | $ | 54.7    |  
|Financing activities:                                              |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net change in short-term debt                                      |  |                                      | 30.0    |   |                       |   |        |                           |  |   | 36.8         |   |  |              |         |   |  |   | 66.8    |  
|Proceeds (payments) from (to) intercompany transactions            |  |                                      | 772.1   |   |                       |   | (602.9  | )                         |  |   | (169.2       | ) |  |              |         |   |  |   |        |  
|Proceeds from issuance of long-term debt                           |  |                                      | 25.0    |   |                       |   |        |                           |  |   |             |   |  |              |         |   |  |   | 25.0    |  
|Payments on long-term debt                                         |  |                                      | (20.0   | ) |                       |   |        |                           |  |   | (0.7         | ) |  |              |         |   |  |   | (20.7   | )
|Issuance (repurchase) of common stock, net                         |  |                                      | (9.0    | ) |                       |   |        |                           |  |   |             |   |  |              |         |   |  |   | (9.0    | )
|Other                                                              |  |                                      | (2.6    | ) |                       |   |        |                           |  |   | (2.5         | ) |  |              |         |   |  |   | (5.1    | )
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash provided by (used in) financing activities                |  |                                      | 795.5   |   |                       |   | (602.9  | )                         |  |   | (135.6       | ) |  |              |         |   |  |   | 57.0    |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Investing Activities:                                              |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Additions to property, plant and equipment                         |  |                                      | (1.0    | ) |                       |   | (54.2   | )                         |  |   | (14.8        | ) |  |              |         |   |  |   | (70.0   | )
|Acquisition of business and earnout payments, net of cash acquired |  |                                      | (38.2   | ) |                       |   | (1.6    | )                         |  |   | (1.0         | ) |  |              |         |   |  |   | (40.8   | )
|Other                                                              |  |                                      |        |   |                       |   | (0.6    | )                         |  |   | (6.8         | ) |  |              |         |   |  |   | (7.4    | )
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash used in investing activities                              |  |                                      | (39.2   | ) |                       |   | (56.4   | )                         |  |   | (22.6        | ) |  |              |         |   |  |   | (118.2  | )
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Effect of exchange rate changes on cash                            |  |                                      |        |   |                       |   |        |                           |  |   | 0.7          |   |  |              |         |   |  |   | 0.7     |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net decrease in cash and cash equivalents                          |  |                                      | (0.4    | ) |                       |   | (3.9    | )                         |  |   | (1.5         | ) |  |              |         |   |  |   | (5.8    | )
|Cash and cash equivalents at beginning of period                   |  |                                      | 59.3    |   |                       |   | 10.7    |                           |  |   | 150.5        |   |  |              |         |   |  |   | 220.5   |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Cash and cash equivalents at end of period                         |  | $                                    | 58.9    |   |                       | $ | 6.8     |                           |  | $ | 149.0        |   |  | $            |         |   |  | $ | 214.7   |  
|                                                                   |  |                                      |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  



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|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------------------ | ------- | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------- | -
|                                                                   |  | Nine months ended September 30, 2007 |        
|(in millions)                                                      |  | Parent                               |         |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities                |  | $                                    | (74.2   | ) |                       | $ | 39.7  |                           |  | $ | 57.8         |   |              | $ |  |  | $ | 23.3    |  
|Financing activities:                                              |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Net change in short-term debt                                      |  |                                      | 56.7    |   |                       |   |      |                           |  |   | 246.3        |   |              |   |  |  |   | 303.0   |  
|Proceeds (payments) from (to) intercompany transactions            |  |                                      | (70.8   | ) |                       |   | 6.6   |                           |  |   | 64.2         |   |              |   |  |  |   |        |  
|Proceeds from issuance of long-term debt                           |  |                                      | 1,350.0 |   |                       |   |      |                           |  |   |             |   |              |   |  |  |   | 1,350.0 |  
|Payments on long-term debt                                         |  |                                      | (409.0  | ) |                       |   |      |                           |  |   | (320.2       | ) |              |   |  |  |   | (729.2  | )
|Issuance (repurchase) of common stock, net                         |  |                                      | (14.4   | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (14.4   | )
|Other                                                              |  |                                      | (35.9   | ) |                       |   |      |                           |  |   | 0.3          |   |              |   |  |  |   | (35.6   | )
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash provided by (used in) financing activities                |  |                                      | 876.6   |   |                       |   | 6.6   |                           |  |   | (9.4         | ) |              |   |  |  |   | 873.8   |  
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Investing Activities:                                              |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Additions to property, plant and equipment                         |  |                                      | (4.3    | ) |                       |   | (33.8 | )                         |  |   | (17.3        | ) |              |   |  |  |   | (55.4   | )
|Acquisition of business and earnout payments, net of cash acquired |  |                                      | (906.0  | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (906.0  | )
|Other                                                              |  |                                      | 20.3    |   |                       |   | 0.2   |                           |  |   |             |   |              |   |  |  |   | 20.5    |  
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash used in investing activities                              |  |                                      | (890.0  | ) |                       |   | (33.6 | )                         |  |   | (17.3        | ) |              |   |  |  |   | (940.9  | )
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash                            |  |                                      |        |   |                       |   |      |                           |  |   | 3.7          |   |              |   |  |  |   | 3.7     |  
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Net increase (decrease) in cash and cash equivalents               |  |                                      | (87.6   | ) |                       |   | 12.7  |                           |  |   | 34.8         |   |              |   |  |  |   | (40.1   | )
|Cash and cash equivalents at beginning of period                   |  |                                      | 125.8   |   |                       |   | (1.2  | )                         |  |   | 78.0         |   |              |   |  |  |   | 202.6   |  
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents at end of period                         |  | $                                    | 38.2    |   |                       | $ | 11.5  |                           |  | $ | 112.8        |   |              | $ |  |  | $ | 162.5   |  
|                                                                   |  |                                      |         |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |         |  

The amounts reflected as proceeds (payments) from (to) intercompany transactions represent cash flows originating
from transactions conducted between Guarantor Subsidiaries, Non-Guarantor Subsidiaries and Parent in the normal course of business operations.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Information

From time to time, the Company may make or publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects, technological developments, new products and similar matters. Such statements are necessarily estimates reflecting managements best judgment based on current
information. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Such statements are usually identified by the use of words or phrases such as believes, anticipates,
expects, estimates, planned, outlook and goal. Because forward-looking statements involve risks and uncertainties, the Companys actual results could differ materially. In order to
comply with the terms of the safe harbor, the Company notes that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in forward-looking statements.

Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize,
or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.

The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related subjects in the Companys Forms 10-Q, 8-K and 10-K reports to the SEC. Please see the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for
a list of factors which could cause the Companys actual results to differ materially from those projected in the Companys forward-looking statements and certain risks and uncertainties that may affect the operations, performance and
results of the Companys businesses. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

The following Overview section is a brief summary of the significant items addressed in Managements Discussion and Analysis of
Financial Condition and Results of Operations (MD&A). Investors should read the relevant sections of this MD&A for a complete discussion of the items summarized below.

Overview

The Company and its chief operating decision makers use
segment earnings to measure segment operating performance. During the first quarter of 2008, the Company modified the composition of segment earnings to include stock-based compensation. All prior periods have been reclassified to
conform to the current presentation.

The Company reports four business segments: Outdoor Solutions, Consumer Solutions, Branded Consumables and Process
Solutions. The Companys sales are principally within the United States. The Companys international operations are mainly based in Asia, Canada, Europe and Latin America.

In the Outdoor Solutions segment the Company manufactures and sources, markets and distributes global consumer
active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman® is a leading brand for active lifestyle products, offering an array of
products that include camping and outdoor equipment such as air beds, camping stoves, coolers, gas and charcoal grills, foldable furniture, lanterns and flashlights, propane fuel, sleeping bags, tents and water recreation products such as boats,
kayaks and tow-behinds. The Outdoor Solutions segment also sells fishing equipment under brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®,
JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®.
Team sports equipment for baseball, softball, football, basketball, field hockey and lacrosse products are sold under brand names such as deBeer®, Gait by deBeer®, Miken®, Rawlings® and Worth®.
Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas, K2®, Line®, Little Bear®, Madshus®, Marker®,
Morrow®, Ride®, Tubbs®, Völkl® and 5150 Snowboards®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Hodgman®, Mad Dog Gear®, Sevylor®, Sospenders® and Stearns®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Adio®, Ex Officio®, Marmot® and Planet Earth®.

In the Consumer Solutions segment the Company manufactures and
sources, markets, and distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use. This segment maintains a strong portfolio of globally recognized brands including
Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam® and
Villaware®. The principal products in this segment include clippers and trimmers for professional use in the beauty and barber and animal segments; electric blankets, mattress pads and
throws; household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; personal care and wellness products, such as air purifiers, fans, heaters, and humidifiers for
home use; products for the hospitality industry; and scales for consumer use.



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In the Branded Consumables segment the Company manufactures and
sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples including arts and crafts paint brushes, childrens card games, clothespins, collectible
tins, cordage, firelogs and firestarters, home safety equipment, home canning jars and accessories, kitchen matches, other craft items, plastic cutlery, playing cards and accessories, storage and workshop accessories, toothpicks and other
accessories. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, BRK®,
Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, KEM®, Kerr®, Lehigh®, Leslie-Locke®, Loew Cornell® and Pine Mountain® brand names, among others.

In the Process
Solutions segment the Company manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, plastic cutlery, refrigerator door liners, medical disposables and rigid packaging. Many of these
products are consumable in nature or represent components of consumer products. The materials business, produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and
weed trimmer cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications. This segment is also the largest North American producer of niche products fabricated from solid zinc strip and are the sole source
supplier of copper plated zinc penny blanks to the United States Mint, a major supplier to the Royal Canadian Mint, as well as a supplier of nickel, brass and bronze plated finishes on steel and zinc for coinage to other international markets. In
addition, we manufacture a line of industrial zinc products marketed globally for use in the plumbing, automotive, electrical component and architectural markets.

Acquisitions

2007 Activity

The Company has not completed any acquisitions in 2008. On April 6, 2007, the Company acquired Pure Fishing,
Inc. (Pure Fishing), a leading global provider of fishing tackle marketed under well-known fishing brands including Abu-Garcia®, Berkley®, Gulp!®, Mitchell®, Stren® and
Trilene®. The consideration consisted of $300 million in cash, a $100 million five year subordinated note with a 2% coupon and a warrant exercisable into approximately 2.2 million
shares of Jarden common stock with an initial exercise price of $45.32 per share (subject to adjustment as provided therein). In addition to the upfront purchase price, a contingent purchase price payment of up to $50 million based on the future
financial performance of the acquired business may be paid and in April 2008, approximately $25 million of this amount was paid. The Companys results of operations include the results of Pure Fishing from April 6, 2007.

On August 8, 2007, the Company acquired all the outstanding shares of K2 Inc. (the Acquisition), a leading provider of branded consumer products in the
global sports equipment market in exchange for consideration of $10.85 in cash per share of K2 Inc. (K2) common stock and 0.1118 of a share of Jarden common stock for each share of K2 common stock issued and outstanding. The total value
of the transaction, including debt assumed, was approximately $1.2 billion. The aggregate consideration to the K2 shareholders was approximately $701 million and was comprised of a cash payment of approximately $517 million and the issuance of
approximately 5.3 million common shares of the Company with a fair value of approximately $184 million. The Companys results of operations include the results of K2 from August 8, 2007.

The differences in the results from operations for 2008 versus 2007 are primarily due to the K2 and Pure Fishing acquisitions.

Results of OperationsComparing 2008 to 2007



|                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                          |  | Net Sales                       |        
|                          |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                          |  | 2008                            |         |   | 2007                           |   |         | 2008 |  |   | 2007    |  
|                          |  | (in millions)                   |        
|Outdoor Solutions         |  | $                               | 620.1   |   |                                | $ | 498.4   |      |  | $ | 1,987.0 |   |  | $ | 1,128.4 |  
|Consumer Solutions        |  |                                 | 542.7   |   |                                |   | 540.1   |      |  |   | 1,242.3 |   |  |   | 1,264.5 |  
|Branded Consumables       |  |                                 | 223.5   |   |                                |   | 213.5   |      |  |   | 589.3   |   |  |   | 588.8   |  
|Process Solutions         |  |                                 | 83.7    |   |                                |   | 86.7    |      |  |   | 264.5   |   |  |   | 260.7   |  
|Intercompany eliminations |  |                                 | (14.4   | ) |                                |   | (16.5   | )    |  |   | (50.1   | ) |  |   | (49.2   | )
|                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|                          |  | $                               | 1,455.6 |   |                                | $ | 1,322.2 |      |  | $ | 4,033.0 |   |  | $ | 3,193.2 |  
|                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

Three Months Ended September 30, 2008 versus the Three Months Ended September 30, 2007

Net sales for the three months ended September 30, 2008 increased $133 million, or 10.1%, to $1.5 billion versus the same prior year period. The
overall increase in net sales was primarily due to the acquisition of K2, which is in the process of being integrated primarily into the Outdoor Solutions segment. Net sales in the Outdoor Solutions segment increased $122 million, driven by the
inclusion of the acquired K2 business and organic sales growth of approximately 7% in the legacy Coleman business. The organic growth was primarily due to an expanded lighting program, the launch of new tailgating related products, hurricane related
volumes



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and favorable foreign currency translation. Net sales in the Consumer Solutions segment grew organically $2.6 million or 0.5%, which was primarily due to
increased demand and improved pricing internationally, partially offset by weakness in domestic sales in most categories, primarily as result of overall economic weakness at retail. Net sales in the Branded Consumables segment grew organically $10.0
million or 4.7%, which is mainly attributed to improved sales of Ball® and Kerr® fresh preserving products, partially offset by
overall weakness at retail, primarily at domestic home improvement retailers. The Process Solutions segment declined 3.5% on a year-over-year basis, primarily due to a reduction in the pass through pricing of zinc, primarily due to a 44% decline in
the average price of zinc during the third quarter of 2008 as compared to the same prior year period, partially offset by the inclusion of the K2 monofilament business.

Cost of sales increased $45.4 million to $1.0 billion for the three months ended September 30, 2008 versus the same prior year period, primarily due to the acquisition of K2, partially offset by the inclusion of
a $45.3 million charge during the three months ended September 30, 2007, related to the purchase accounting adjustment for the elimination of manufacturers profit in inventory related to the Acquisition that requires the fair value of the
inventory acquired to be valued at the sales price of the finished inventory, less costs to complete and a reasonable profit allowance for selling effort. Cost of sales as a percentage of net sales for the three months ended September 30, 2008
and 2007 was 71.4% and 75.2%, respectively (71.8% for the three months ended September 30, 2007 excluding the charge for the elimination of manufacturers profit in inventory). The improvement is primarily due to the elimination of the
manufacturers profit in inventory in 2007, higher margins from acquired businesses, price increases and benefits from prior reorganization and integration programs, offset by higher commodity and transportation costs.

Selling, general and administrative expenses increased $19.7 million to $259 million for the three months ended September 30, 2008 versus the same prior year
period. The increase was primarily due to the Acquisition, partially offset by an incremental decrease in stock-based compensation expense ($10.3 million) for the three months ended September 30, 2008 versus the same prior year period.

Reorganization and acquisition-related integration costs, net, increased $1.8 million to $12.8 million for the three months ended September 30, 2008
versus the same prior year period. The majority of these charges ($6.8 million) relate to ongoing integration-related activities in the Outdoor Solutions segment principally as a result of the K2 and Pure Fishing acquisitions. During the three
months ended September 30, 2008, the Company also recorded reorganization and acquisition-related integration costs ($3.2 million) within the Branded Consumables and Process Solutions segments that primarily relate to the consolidation of
manufacturing facilities and headcount reductions. Additionally, for the three months ended September 30, 2008, the Company recorded reorganization and acquisition-related integration costs ($2.8 million) that are primarily due to severance and
the integration of certain corporate functions related to the Acquisition.

Net interest expense increased by $1.0 million to $44.0 million for the three
months ended September 30, 2008 versus the same prior year period. This increase was principally due to higher levels of outstanding debt versus the same prior year period. The weighted average interest rate for 2008 decreased to 6.2% from 7.0%
in 2007, primarily due to reductions in LIBOR.

The Companys reported tax rate for the three months ended September 30, 2008 and 2007 was 36.3%
and 38.5%, respectively. There was no material difference from the statutory tax rate to the reported rate for the three months ended September 30, 2008. The reported tax rate for the three months ended September 30, 2007 differs from our
statutory rate principally due to the reduction of certain foreign deferred tax assets, offset by increased foreign earnings in lower tax jurisdictions.

Net income for the three months ended September 30, 2008 increased $42.6 million to $63.8 million versus the same prior year period. For the three months ended September 30, 2008 and 2007 diluted earnings per share were $0.83 and
$0.28, respectively. The 201% increase in net income was primarily due to incremental earnings resulting from volume increases and margin expansion due to acquisitions, an incremental decrease in stock-based compensation expense ($10.3 million) and
the charge recorded during the three months ended September 30, 2007 related to the purchase accounting adjustment for the elimination of manufacturers profit in inventory related to the Acquisition ($45.3 million).

Nine months ended September 30, 2008 versus the Nine months ended September 30, 2007

Net sales for the nine months ended September 30, 2008 increased $840 million, or 26.3%, to $4.0 billion
versus the same prior year period. The overall increase in net sales was primarily due to the acquisitions of K2 and Pure Fishing, which are in the process of being integrated primarily into the Outdoor Solutions segment. Net sales in the Outdoor
Solutions segment increased $859 million, driven by the inclusion of the acquired K2 and Pure Fishing businesses and organic growth in the legacy Coleman business (approximately 5.0%). The organic growth was primarily due to an expanded lighting
program, the launch of new tailgating related products, hurricane related volumes and favorable foreign currency translation. Net sales in the Consumer Solutions segment decreased $22.2 million or 1.8%, which was primarily due to weakness in
domestic sales in most product categories, primarily as result of overall economic weakness at retail and a reduction in sales of certain product lines ahead of new product introductions, partially offset by increased demand and improved pricing
internationally. Net sales in the Branded Consumables segment increased marginally on a year-over-year basis, which is mainly attributed to improved sales of Ball® and Kerr® fresh preserving products, mostly offset by overall weakness at retail, primarily at domestic home improvement retailers. The Process Solutions segment increased 1.5% on a year-over-year basis,
primarily due to a decline in the zinc business, primarily due to lower coinage sales, which is



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typical in a recessionary environment, and a reduction in the pass through pricing of zinc, primarily due to a 39% decline in the average price of zinc for
the nine months ended September 30, 2008 versus the same prior year period, partially offset by the inclusion of the K2 monofilament business.

Cost
of sales increased $508 million to $2.9 billion for the nine months ended September 30, 2008 versus the same prior year period, primarily due to the acquisitions of K2 and Pure Fishing, partially offset by the inclusion of a $72.4 million
charge during the nine months ended September 30, 2007 related to the purchase accounting adjustment for the elimination of manufacturers profit in inventory related to the K2 and Pure Fishing acquisitions. Cost of sales as a percentage
of net sales for the nine months ended September 30, 2008 and 2007 was 72.1% and 75.2%, respectively (72.9% for the nine months ended September 30, 2007 excluding the charge for the elimination of manufacturers profit in inventory).
The improvement is primarily due to the elimination of the manufacturers profit in inventory in 2007, higher margins from acquired businesses, price increases and benefits from prior reorganization and integration programs, partially offset by
rising commodity and transportation costs.

Selling, general and administrative expenses increased $194 million to $775 million for the nine months ended
September 30, 2008 versus the same prior year period. The increase was primarily due to acquisitions of K2 and Pure Fishing, partially offset by an incremental decrease in stock-based compensation expense ($16.7 million) for the nine months
ended September 30, 2008 versus the same prior year period.

Reorganization and acquisition-related integration costs, net, increased $5.1 million to
$34.6 million for the nine months ended September 30, 2008 versus the same prior year period. The majority of these charges ($20.8 million) relate to ongoing integration-related activities in the Outdoor Solutions segment principally as a
result of the K2 and Pure Fishing acquisitions. During the nine months ended September 30, 2008, the Company also recorded reorganization and acquisition-related integration costs ($8.8 million) within the Branded Consumables and Process
Solutions segments that primarily relate to the consolidation of manufacturing facilities and headcount reductions. Additionally, for the nine months ended September 30, 2008, the Company recorded reorganization and acquisition-related
integration costs ($5.0 million) that are primarily due to severance and integration of certain corporate functions related to the Acquisition.

Net
interest expense increased by $32.1 million to $133 million for the nine months ended September 30, 2008 versus the same prior year period. This increase was principally due to higher levels of outstanding debt versus the same prior year
period. The weighted average interest rate for 2008 decreased to 6.3% from 7.0% in 2007, primarily due to reductions in LIBOR.

The Companys reported
tax rate for the nine months ended September 30, 2008 and 2007 was 38.7% and 39.7%, respectively. The difference from the statutory tax rate to the reported rate for the nine months ended September 30, 2008 results principally from U.S.
tax expense of $3.6 million recognized on undistributed foreign income. The tax rate for the nine months ended September 30, 2007 differs from the statutory rate principally due to the reduction of certain foreign deferred tax assets and a tax
charge related to distributed foreign earnings.

Net income for the nine months ended September 30, 2008 increased $72.2 million to $111.5 million
versus the same prior year period. For the nine months ended September 30, 2008 and 2007 diluted earnings per share were $1.46 and $0.54, respectively. The 184% increase in net income was primarily due to incremental earnings resulting from
volume increases and margin expansion due to acquisitions, an incremental decrease in stock-based compensation expense ($16.7 million) and the charge recorded during the nine months ended September 30, 2007 related to the purchase accounting
adjustment for the elimination of manufacturers profit in inventory related to the K2 and Pure Fishing acquisitions ($72.4 million), partially offset by incremental acquisition-related interest expense recorded in 2008.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from operations and the availability under its senior credit facility and the credit facilities of
certain foreign subsidiaries as of September 30, 2008, provide sufficient liquidity to support working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration
programs, pension plan contribution requirements and servicing debt obligations.

Net cash provided in operating activities for the nine months ended
September 30, 2008 and 2007 was $54.7 million and $23.3 million, respectively. The improvement is primarily due to increased profitability following the K2 and Pure Fishing acquisitions.

Net cash provided by financing activities for the nine months ended September 30, 2008 and 2007 was $57.0 million and $874 million, respectively. The change is
primarily due to the issuance of long-term debt during 2007 ($1.4 billion), partially offset by long-term debt payments ($729 million) in 2007, an incremental decrease in net short-term debt borrowings in 2008 ($236 million); and an incremental
decrease in debt issue costs in 2008 ($33.8 million).



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Net cash used in investing activities for the nine months ended September 30, 2008 was $118 million versus $941
million for the same period in 2007. Cash used for the acquisition of businesses and earnout payments for the nine months ended September 30, 2008 decreased approximately $865 million over the same period in 2007 due to the acquisitions of K2
and Pure Fishing in 2007. For the nine months ended September 30, 2008, capital expenditures were $70.0 million versus $55.4 million for the same period in 2007. The Company has historically maintained capital expenditures at less than 2% of
net sales and expects that capital expenditures for 2008 will be consistent with this threshold.

CAPITAL RESOURCES

At September 30, 2008, there was $30.0 million outstanding under the revolving credit portion of the Companys senior credit facility (the
Facility). At September 30, 2008, net availability under the Facility was approximately $165 million, after deducting approximately $30 million of outstanding letters of credit. The Company is required to pay commitment fees on the
unused balance of the revolving credit facility. At September 30, 2008, the annual commitment fee on unused balances was 0.375%. As a precaution against the banks in the Companys revolving credit facility being unable to fund their
contractual commitments, during September 2008, the Company drew down $30.0 million from its existing revolving credit facility. Additionally, due to the continued turmoil in the financial markets, during October 2008, the Company drew down an
additional $100 million from its existing revolving credit facility availability. The Company anticipates paying down this revolver balance from available cash, once the current uncertainty in the credit markets has subsided. The revolving credit
facility matures in January 2010 and can bear interest at LIBOR or Prime Rate, plus an applicable margin. The Company considers the incremental interest expense associated with this additional drawdown as an insurance premium against any potential
disruptions arising from a continued deterioration of the financial markets.

The Company has maintained a $250 million receivables purchase agreement (the
Securitization Facility) since 2006, which is subject to annual renewal, bears interest at a margin over the commercial paper rate and is accounted for as a borrowing. Under the Securitization Facility, substantially all of the
Companys Outdoor Solutions, Consumer Solutions and Branded Consumables domestic accounts receivable are sold to a special purpose entity, Jarden Receivables, LLC (JRLLC), which is a wholly-owned consolidated subsidiary of the
Company. JRLLC funds these purchases with borrowings under a loan agreement, secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. The Securitization Facility will be
drawn upon and repaid as needed to fund general corporate purposes. At September 30, 2008, the Companys Securitization Facility was fully utilized with outstanding borrowings totaling $250 million. The Securitization Facility is subject
to annual renewal. In July 2008, the Company entered into an amendment to the Securitization Facility that extended it for another year until July 13, 2009. Following the renewal, the borrowing rate margin is 150 basis points and the unused
line fee is 0.50% per annum. The Securitization Facility is reflected as a short-term borrowing on the Companys balance sheet because of its annual term.

Certain foreign subsidiaries of the Company maintain working capital lines of credit with their respective local financial institutions for use in operating activities. At September 30, 2008, the aggregate amount
available under these lines of credit totaled approximately $106 million.

The Company was not in default of any of its debt covenants at
September 30, 2008.

The Company maintains international cash balances which at times may be significant. At September 30, 2008, approximately
$29 million of this may be subject to certain availability restrictions. The Company does not believe that such restrictions will materially affect the Companys liquidity, nor does the Company rely on these cash balances to fund operations
outside of the country where the cash was generated.

Risk Management

From time to time the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency and commodity fluctuations. The Company does not enter into derivative transactions for
speculative purposes.

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps
to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used to convert the fixed rates of long-term debt into short-term variable rates
to take advantage of current market conditions. Fixed rate swaps are used to reduce the Companys risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk
management from the debt funding decision. At September 30, 2008, the interest rate on approximately 68% of the Companys debt was fixed by either the nature of the obligation or through interest rate swap contracts.

During September 2008, the Company terminated $54 million notional amount of forward foreign currency contracts as the counterparty defaulted on these contracts upon
filing for bankruptcy protection. These contracts had previously been designated as cash flow hedges of forecasted inventory purchases and sales. Gains or losses on these contracts were deferred as a component of accumulated other comprehensive
income. At termination the fair market value of these contracts was a net asset of $2.7 million. Based on current information available, the Company believes that the probability of collecting on these contracts is extremely low. As such, the
Company has provided a reserve for the entire net asset amount of these contracts, which resulted in the elimination of the amount of previously deferred net gains included in accumulated other comprehensive income.



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Counterparty default risk is assessed in conjunction with the Companys periodic assessment of hedge effectiveness.
While the Company is exposed to potential credit loss in the event of non-performance by the counterparties to its existing hedges, all of which are highly rated institutions; the Company does not currently anticipate non-performance by such
counterparties.

Interest Rate Swaps

At
September 30, 2008, the Company had approximately $1.1 billion of notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash
flow hedges of the interest rate risk attributable to forecasted variable interest payments. The effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income. The
fair market value of these swaps was a liability of $12.7 million at September 30, 2008.

At September 30, 2008, the Company had outstanding a
$40 million notional amount swap agreement that exchanges a variable interest rate (LIBOR) for fixed rate of interest over the term of the agreement that is not designated as an effective hedge for accounting purposes and the fair market value gains
or losses are included in the results of operations. This swap matures June 30, 2010 and has a fixed rate of interest of 4.79%. The fair market value of this swap was a liability of $1.0 million at September 30, 2008.

Cross-currency swaps

At September 30, 2008, the Company
had a $27.7 million notional amount cross-currency swap outstanding that exchanges Canadian dollars for U.S. dollars. This swap exchanges the variable interest rate bases of the U.S. dollar balance (3-month U.S. LIBOR plus a spread of 175 basis
points) and the equivalent Canadian dollar balance (3-month CAD BA plus a spread of 192 basis points). This swap is designated as fair value hedge on a U.S dollar based term loan of a Canadian subsidiary. The fair market value of this cross-currency
swap at September 30, 2008, was a liability of $3.7 million, with a corresponding offset to long-term debt.

Forward Foreign Currency Contracts

The Company uses forward foreign currency contracts (foreign currency contracts) to mitigate the foreign currency exchange rate
exposure on the cash flows related to forecasted inventory purchases and sales. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of
the gains or losses on these derivatives is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statement
of operations as the underlying hedged item. At September 30, 2008, the Company had approximately $260 million notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases
and sales and mature through 2009. At September 30, 2008, the fair market value of these contracts was a net asset of $3.8 million.

At
September 30, 2008, the Company had outstanding approximately $111 million notional amount of foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through 2009. Fair market value
gains or losses are included in the results of operations. The fair market value of these foreign currency contracts was a net asset of $1.2 million at September 30, 2008.

Commodity Derivatives

During 2008, the Company initiated a risk management plan whereby, from time to time
the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Companys raw materials. These derivatives provide the Company with maximum cost
certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar levels. These derivatives are not designated as effective hedges for accounting purposes. Fair market value gains or losses
are included in the results of operations and as of September 30, 2008 their aggregate fair market value was an asset of $0.2 million.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Other
than as discussed above, there have been no material changes from the information previously reported under Item 7A in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007.



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|Item 4. | Controls and Procedures
|------- | -----------------------

As required by Rule 13a-15(b) of the
Securities and Exchange Act of 1934, as amended (the Exchange Act), the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure
controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the period covered by this quarterly report.

As required by Rule
13a-15(d) under the Exchange Act, the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the Companys internal controls over financial reporting to determine whether any
changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there have been no such
changes during the quarter covered by this quarterly report.

On August 8, 2007 the Company acquired all the outstanding shares of K2, a publicly
traded company. The Company considers the acquisition of K2 material to the results of its operations, financial position and cash flows from the date of acquisition through September 30, 2008 and considers the controls and procedures of
K2 to be reasonably likely to materially affect the Companys internal controls over financial reporting. The Company has excluded K2s internal controls over financial reporting for fiscal year 2007 from its assessment of and
conclusion on the effectiveness of internal controls over financial reporting.

On April 6, 2007, the Company completed the acquisition of Pure
Fishing, a privately held company. The Company considers the controls and procedures of Pure Fishing to be reasonably likely to materially affect the Companys internal controls over financial reporting. The Company has excluded Pure
Fishings internal controls over financial reporting for fiscal year 2007 from its assessment of and conclusion on the effectiveness of internal controls over financial reporting.

Part II. Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

The Company is involved in various legal
disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (EPA)
or a state environmental agency as a Potentially Responsible Party (PRP) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the
Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Companys consolidated financial condition,
results of operations or cash flows. It is possible, that as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Environmental

The Companys operations are subject to
certain federal, state, local and foreign environmental laws and regulations in addition to laws and regulations regarding labeling and packaging of products and the sales of products containing certain environmentally sensitive materials.

In addition to ongoing environmental compliance at its operations, the Company also is actively engaged in environmental remediation activities, the
majority of which relate to divested operations and sites. Various of the Companys subsidiaries have been identified by the EPA or a state environmental agency as a PRP pursuant to the federal Superfund Act and/or state Superfund laws
comparable to the federal law at various sites (collectively, the Environmental Sites). The Company has established reserves to cover the anticipated probable costs of investigation and remediation, based upon periodic reviews of all
sites for which they have, or may have, remediation responsibility. The Company accrues environmental investigation and remediation costs when it is probable that a liability has been incurred, the amount of the liability can be reasonably estimated
and their responsibility for the liability is established. Generally, the timing of these accruals coincides with the earlier of formal commitment to an investigation plan, completion of a feasibility study or a commitment to a formal plan of
action. The Company accrues its best estimate of investigation and remediation costs based upon facts known at such dates and because of the inherent difficulties in estimating the ultimate amount of environmental costs, which are further described
below, these estimates may materially change in the future as a result of the uncertainties described below. Estimated costs, which are based upon experience with similar sites and technical evaluations, are judgmental in nature and are recorded at
discounted amounts without considering the impact of inflation and are adjusted periodically to reflect changes in applicable laws or regulations, changes in available technologies and receipt by the Company of new information. It is difficult to
estimate the ultimate level of future environmental expenditures due to a number of uncertainties surrounding environmental liabilities. These uncertainties include the applicability of laws and regulations, changes in environmental remediation
requirements, the enactment of additional regulations, uncertainties surrounding remediation procedures including the development of new technology, the identification of new sites for which various of the Companys subsidiaries could be a PRP,
information relating to the exact nature and extent of the contamination at each Environmental Site and the extent of required cleanup efforts, the uncertainties with respect to the ultimate outcome of issues which may be actively contested and the
varying costs of alternative remediation strategies.



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Due to the uncertainty described above, the Companys ultimate future liability with respect to sites at which
remediation has not been completed may vary from the amounts reserved as of September 30, 2008.

The Company believes that the costs of completing
environmental remediation of all sites for which the Company has a remediation responsibility have been adequately reserved and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial
position, results of operations or cash flows of the Company.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters
represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has
been incurred and the amount can be reasonably estimated. The accruals are based upon the Companys assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the
legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to
be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on
current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the Companys consolidated financial position, results of
operations or cash flows.

Product Liability

As
a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of
warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage
lawsuits relating to their products and incidental to its business. Annually, the Company sets its product liability insurance program which is an occurrence-based program based on the Company and its subsidiaries current and historical claims
experience and the availability and cost of insurance. The Companys product liability insurance program generally includes a self-insurance retention per occurrence.

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities.
Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus,
the Companys ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected
in current operating results.

Based on current information, the Company believes that the ultimate conclusion of the various pending product liability
claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows.

Securities and Related Litigation

In January and February 2006, purported class action lawsuits were filed in
the Federal District Court for the Southern District of New York against the Company and certain Company officers alleging violations of the federal securities laws. The actions were filed on behalf of purchasers of the Companys common stock
during the period from June 29, 2005 (the date the Company announced the signing of the agreement to acquire Holmes) through January 11, 2006.

The complaints, which are substantially similar to one another, allege, among other things, that the plaintiffs were injured by reason of certain allegedly false and misleading statements made by the Company relating to the expected
benefits of the THG Acquisition. Joint lead plaintiffs were appointed on June 9, 2006.

The lead plaintiffs filed an amended consolidated complaint on
August 25, 2006 naming the Company, the Companys Consumer Solutions segment and certain officers of the Company as defendants (collectively Defendants) and containing substantially the same allegations as in the initial
complaints. On October 20, 2006, Defendants filed a motion to dismiss the consolidated amended complaint. On May 31, 2007, the Court issued an opinion denying Defendants motion to dismiss. On July 3, 2007, Defendants filed a
Motion for Reconsideration of the order denying Defendants motion to dismiss. On September 5, 2007, the court granted Defendants motion for reconsideration, but reaffirmed its May 31, 2007 denial of Defendants motion to
dismiss. Defendants answered the amended consolidated complaint on July 10, 2007. On September 10, 2007, Plaintiffs moved for class certification. On March 6, 2008, the Court issued an opinion certifying a class comprised of
purchasers of the Companys common stock during the period from June 29, 2005 through January 11, 2006.



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In February 2006, a derivative complaint was filed against certain Company officers and the Board of Directors of the
Company in the United States District Court for the Southern District of New York. The Company was named as a nominal defendant. The complaint alleged, among other things, that the individual defendants violated their fiduciary duties by failing to
disclose material information and/or by misleading the investing public about the Companys business and financial condition relating to the THG Acquisition. The complaint sought damages and other monetary relief against the individual
defendants. The Company and the individual defendants filed a motion to dismiss the complaint on June 15, 2006. That motion was granted on September 29, 2008, and the case dismissed.

The securities class action is in the early stages of litigation and an outcome cannot be predicted. Management does not believe that the outcome of this litigation will
have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. The Company intends to defend itself vigorously in the remaining suit.

Other

In connection with the sale of its Anthony Pools
Division, K2 received certain distributions in 1997 and 1998 from a corporation in which it held a minority interest. On March 30, 2007, K2 received a notice of liability from the Internal Revenue Service asserting transferee liability for
federal income taxes of this corporation totaling $16.5 million. K2 has contested the notice of liability by filing a petition in United States Tax Court. On May 20, 2008, K2 filed a Motion for Partial Summary Judgment on the grounds that the
statute of limitations applicable for assessing tax attributable to certain partnership and affected items of the alleged transferor, which items made up most of the asserted liabilities, had expired. On June 24, 2008, the Internal Revenue
Service filed a Notice of No Objection to K2s Motion for Partial Summary Judgment agreeing that the applicable statute of limitations had expired. On July 15, 2008, the United States Tax Court granted K2s motion. On
September 26, 2008, K2 filed a Motion for Summary Judgment with respect to the remaining claims. The United States Tax Court has not yet issued a decision on that Motion. While K2 is continuing to gather information related to this matter and
intends to continue to defend itself with respect to any remaining issues in this case, K2 believes that the ultimate conclusion of any remaining issues in this case will not be material to the Company. Accordingly, the Companys management
believes that this litigation is no longer material to the Company.



|Item 1A. | Risk Factors
|-------- | ------------

There has not been any material change in the risk
factors disclosure from that contained in the Companys latest Annual Report on Form 10-K for the fiscal year ended December 31, 2007.



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|Item 6. | Exhibits
|------- | --------

The following exhibits are filed as part of this
quarterly report on Form 10-Q:



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1     |  | Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K, filed with the Commission on March 27, 2002, and incorporated herein
by reference).                                                                                                                                                                                                                   
|        | 
|3.2     |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Companys Current Report on Form 8-K, filed with the Commission on June 4,
2002, and incorporated herein by reference).                                                                                                                                                                                         
|        | 
|3.3     |  | Certificate of Amendment to the Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the Commission on
June 15, 2005, and incorporated herein by reference).                                                                                                                                                                             
|        | 
|3.4     |  | Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the Commission on December 19, 2007, and incorporated herein by
reference).                                                                                                                                                                                                                          
|        | 
|10.1    |  | Amendment No. 3 to the Amended and Restated Loan Agreement, dated as of July 14, 2008, by and among Jarden Receivables LLC, as borrower, Jarden Corporation, as initial servicer, Three Pillars
Funding LLC, as lender and SunTrust Robinson Humphrey, Inc, as administrator (filed as Exhibit 10.1 to the Companys Current Report on 8-K, filed with the Commission on July 18, 2008, and incorporated herein by reference).
|        | 
|*31.1   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                     
|        | 
|*31.2   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                     
|        | 
|*32.1   |  | Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                       



|* | Filed herewith.
|- | ---------------



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SIGNATURE

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.



Date: October 31, 2008JARDEN CORPORATION(Registrant)By:

/s/ Richard T. SansoneName:

Richard T. SansoneTitle:

Senior Vice President and Chief Accounting Officer(Principal Accounting Officer)




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EXHIBIT INDEX



|      |  |                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|      | 
|*31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|*31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|*32.1 |  | Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                  



|* | Filed herewith.
|- | ---------------



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