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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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

For the quarterly period ended September 30, 2007

OR



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

For the transition period from  to



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Jarden Corporation



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|                       |  |                        |  |                          
|---------------------- |  | ---------------------- |  | -------------------------
|Delaware               |  | 001-13665              |  | 35-1828377               
|State of Incorporation |  | Commission File Number |  | IRS Identification Number

555 Theodore Fremd Avenue

Rye, New York 10580

Registrants telephone number, including area code:
(914) 967-9400



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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, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈

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 29, 2007
|Common Stock, par value $ 0.01 per share |  | 77,601,114 shares              



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##### Table of Contents

JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three and nine months ended September 30, 2007

INDEX



|                               |  |                                                                                                             |  |            
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------- |  | -----------
|                               |  |                                                                                                             |  | Page Number
|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, 2007 and 2006 |  | 3          
|                               |  | Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006                           |  | 4          
|                               |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006       |  | 5          
|                               |  | Notes to Condensed Consolidated Financial Statements                                                        |  | 6          
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 20         
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 26         
|Item 4.                        |  | Controls and Procedures                                                                                     |  | 26         
|PART II. OTHER INFORMATION:    |  | 27                                                                                                         
|Item 1.                        |  | Legal Proceedings                                                                                           |  | 27         
|Item 1A                        |  | Risk Factors                                                                                                |  | 29         
|Item 6.                        |  | Exhibits                                                                                                    |  | 30         



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##### Table of Contents

PART I. FINANCIAL INFORMATION



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

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per
share amounts)



|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|------------------------------------------------------------- |  | -------------------------------- | ------- | ------------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                                              |  | Three months ended September 30, |         | Nine months ended September 30,
|                                                              |  | 2007                             |         | 2006                            |   | 2007    |  | 2006
|Net sales                                                     |  | $                                | 1,322.2 |                                 | $ | 1,033.1 |  | $    | 3,193.2 |  | $ | 2,786.8
|Cost of sales                                                 |  |                                  | 994.4   |                                 |   | 767.9   |  |      | 2,401.0 |  |   | 2,103.8
|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Gross profit                                                  |  |                                  | 327.8   |                                 |   | 265.2   |  |      | 792.2   |  |   | 683.0  
|Selling, general and administrative expenses                  |  |                                  | 239.2   |                                 |   | 156.0   |  |      | 581.0   |  |   | 444.9  
|Reorganization and acquisition-related integration costs, net |  |                                  | 11.0    |                                 |   | 7.5     |  |      | 29.5    |  |   | 22.5   
|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Operating earnings                                            |  |                                  | 77.6    |                                 |   | 101.7   |  |      | 181.7   |  |   | 215.6  
|Interest expense, net                                         |  |                                  | 43.0    |                                 |   | 29.6    |  |      | 100.7   |  |   | 83.5   
|Loss on early extinguishment of debt                          |  |                                  |        |                                 |   |        |  |      | 15.7    |  |   |       
|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Income before taxes                                           |  |                                  | 34.6    |                                 |   | 72.1    |  |      | 65.3    |  |   | 132.1  
|Income tax provision                                          |  |                                  | 13.4    |                                 |   | 20.8    |  |      | 26.0    |  |   | 61.8   
|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Net income                                                    |  | $                                | 21.2    |                                 | $ | 51.3    |  | $    | 39.3    |  | $ | 70.3   
|                                                              |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Earnings per share:                                           |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Basic                                                         |  | $                                | 0.29    |                                 | $ | 0.79    |  | $    | 0.56    |  | $ | 1.08   
|Diluted                                                       |  | $                                | 0.28    |                                 | $ | 0.78    |  | $    | 0.54    |  | $ | 1.07   
|Weighted average shares outstanding:                          |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Basic                                                         |  |                                  | 73.3    |                                 |   | 64.6    |  |      | 70.6    |  |   | 64.9   
|Diluted                                                       |  |                                  | 74.9    |                                 |   | 65.6    |  |      | 72.5    |  |   | 65.9   

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per
share amounts)



|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                               |  | September 30,2007 |         |   | December 31,2006 |  
|Assets:                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                      |  | $                 | 162.5   |   |                  | $ | 202.6   |  
|Accounts receivable, net of allowances of $45.6 and $47.3 at September 30, 2007 and December 31, 2006, respectively                            |  |                   | 1,053.4 |   |                  |   | 558.8   |  
|Inventories                                                                                                                                    |  |                   | 1,327.2 |   |                  |   | 659.2   |  
|Deferred taxes on income                                                                                                                       |  |                   | 115.8   |   |                  |   | 98.3    |  
|Prepaid expenses and other current assets                                                                                                      |  |                   | 82.9    |   |                  |   | 44.8    |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total current assets                                                                                                                           |  |                   | 2,741.8 |   |                  |   | 1,563.7 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Property, plant and equipment, net                                                                                                             |  |                   | 511.0   |   |                  |   | 345.8   |  
|Goodwill                                                                                                                                       |  |                   | 1,623.8 |   |                  |   | 1,223.7 |  
|Intangibles, net                                                                                                                               |  |                   | 1,128.7 |   |                  |   | 704.2   |  
|Other assets                                                                                                                                   |  |                   | 81.3    |   |                  |   | 45.2    |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                                   |  | $                 | 6,086.6 |   |                  | $ | 3,882.6 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Liabilities:                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Short-term debt and current portion of long-term debt                                                                                          |  | $                 | 369.8   |   |                  | $ | 19.2    |  
|Accounts payable                                                                                                                               |  |                   | 476.5   |   |                  |   | 303.3   |  
|Accrued salaries, wages and employee benefits                                                                                                  |  |                   | 133.7   |   |                  |   | 95.8    |  
|Taxes on income                                                                                                                                |  |                   | 34.1    |   |                  |   | 14.5    |  
|Deferred consideration for acquisitions                                                                                                        |  |                   |        |   |                  |   | 29.4    |  
|Other current liabilities                                                                                                                      |  |                   | 363.8   |   |                  |   | 261.9   |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                                      |  |                   | 1,377.9 |   |                  |   | 724.1   |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Long-term debt                                                                                                                                 |  |                   | 2,540.4 |   |                  |   | 1,421.8 |  
|Deferred taxes on income                                                                                                                       |  |                   | 364.5   |   |                  |   | 210.3   |  
|Other non-current liabilities                                                                                                                  |  |                   | 255.9   |   |                  |   | 269.0   |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                              |  |                   | 4,538.7 |   |                  |   | 2,625.2 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                          |  |                   |         |   |                  |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at September 30, 2007 and December 31,
2006)         |  |                   |        |   |                  |   |        |  
|Common stock ($0.01 par value, 150.0 shares authorized, 78.4 and 72.8 shares issued at September 30, 2007 and December 31, 2006,
respectively) |  |                   | 0.8     |   |                  |   | 0.7     |  
|Additional paid-in capital                                                                                                                     |  |                   | 1,234.4 |   |                  |   | 999.3   |  
|Retained earnings                                                                                                                              |  |                   | 299.8   |   |                  |   | 261.3   |  
|Accumulated other comprehensive income                                                                                                         |  |                   | 44.8    |   |                  |   | 26.5    |  
|Less: Treasury stock (0.8 and 1.2 shares, at cost, at September 30, 2007 and December 31, 2006, respectively)                                  |  |                   | (31.9   | ) |                  |   | (30.4   | )
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                     |  |                   | 1,547.9 |   |                  |   | 1,257.4 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                     |  | $                 | 6,086.6 |   |                  | $ | 3,882.6 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  

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 ended September 30, |        
|                                                                               |  | 2007                            |         |   | 2006 |  
|Cash flows from operating activities:                                          |  |                                 |         |   |      |   |        |  
|Net income                                                                     |  | $                               | 39.3    |   |      | $ | 70.3   |  
|Reconciliation of net income to net cash provided by operating activities:     |  |                                 |         |   |      |   |        |  
|Depreciation and amortization                                                  |  |                                 | 64.9    |   |      |   | 47.0   |  
|Other non-cash items                                                           |  |                                 | 4.7     |   |      |   | 73.5   |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                                 |         |   |      |   |        |  
|Accounts receivable                                                            |  |                                 | (79.5   | ) |      |   | (78.7  | )
|Inventory                                                                      |  |                                 | (52.4   | ) |      |   | (122.1 | )
|Accounts payable                                                               |  |                                 | 50.2    |   |      |   | 45.8   |  
|Other assets and liabilities                                                   |  |                                 | (3.9    | ) |      |   | (8.0   | )
|                                                                               |  |                                 |         |   |      |   |        |  
|Net cash provided by operating activities                                      |  |                                 | 23.3    |   |      |   | 27.8   |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Cash flows from financing activities:                                          |  |                                 |         |   |      |   |        |  
|Net change in short-term debt                                                  |  |                                 | 303.0   |   |      |   | 180.1  |  
|Proceeds from issuance of long-term debt                                       |  |                                 | 1,350.0 |   |      |   |       |  
|Payments on long-term debt                                                     |  |                                 | (729.2  | ) |      |   | (63.0  | )
|Proceeds from issuance of stock, net of transaction fees                       |  |                                 | 10.5    |   |      |   | 3.9    |  
|Repurchase of common stock and shares tendered for taxes                       |  |                                 | (24.9   | ) |      |   | (50.0  | )
|Debt issuance and settlements costs                                            |  |                                 | (36.4   | ) |      |   | (2.6   | )
|Other                                                                          |  |                                 | 0.8     |   |      |   | 5.0    |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Net cash provided by financing activities                                      |  |                                 | 873.8   |   |      |   | 73.4   |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Cash flows from investing activities:                                          |  |                                 |         |   |      |   |        |  
|Additions to property, plant and equipment                                     |  |                                 | (55.4   | ) |      |   | (47.9  | )
|Acquisition of businesses, net of cash acquired                                |  |                                 | (906.0  | ) |      |   | (209.1 | )
|Other                                                                          |  |                                 | 20.5    |   |      |   | 0.8    |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Net cash used in investing activities                                          |  |                                 | (940.9  | ) |      |   | (256.2 | )
|                                                                               |  |                                 |         |   |      |   |        |  
|Effect of exchange rate changes on cash                                        |  |                                 | 3.7     |   |      |   | 0.8    |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Net decrease in cash and cash equivalents                                      |  |                                 | (40.1   | ) |      |   | (154.2 | )
|Cash and cash equivalents at beginning of period                               |  |                                 | 202.6   |   |      |   | 237.1  |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                     |  | $                               | 162.5   |   |      | $ | 82.9   |  
|                                                                               |  |                                 |         |   |      |   |        |  
|Supplemental cash disclosures:                                                 |  |                                 |         |   |      |   |        |  
|Taxes paid                                                                     |  | $                               | 41.2    |   |      | $ | 27.4   |  
|Interest paid                                                                  |  |                                 | 88.7    |   |      |   | 82.1   |  
|Non-cash activity:                                                             |  |                                 |         |   |      |   |        |  
|Long-term debt issued for acquisition of business                              |  | $                               | 94.1    |   |      | $ |       |  
|Shares issued for acquisition of business                                      |  |                                 | 184.4   |   |      |   |       |  

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 normal and recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim period.
The Condensed Consolidated Balance Sheet at December 31, 2006 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 and any amendment
thereto for the year ended December 31, 2006. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management
that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

On August 8,
2007, 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 for the
three and nine months ended September 30, 2007 include the results of K2 Inc. (K2) from August 8, 2007 (the Acquisition Date).

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 February 2007, the Financial Accounting
Standards Board (the FASB) issued Statement of Financial Accounting Standards 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. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company has not yet assessed the impact of adopting the provisions of SFAS 159.

Adoption of New Accounting Standards

In June 2006, the FASB issued FASB interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB
No. 109 (FIN 48). FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision
whether to file or not to file in a particular jurisdiction. FIN 48 was effective for fiscal years beginning after December 15, 2006. The effect of the adoption of FIN 48 is disclosed in Note 10.

2. Share-Based Awards

Stock-based compensation costs, which are
included in selling, general and administrative expenses, were $16.1 million and $6.4 million for the three months ended September 30, 2007 and 2006, respectively, and $33.2 million and $16.1 million for the nine months ended September 30,
2007 and 2006, respectively.

During 2007, the Company has granted a total of approximately 1.3 million restricted awards. As part of these awards, in May
2007, the Companys board of directors approved the granting of an aggregate of 365,000 restricted shares of the Companys common stock to certain executive officers of the Company. The grant date fair value of these restricted share
awards was $39.93 with an aggregate fair value of $14.6 million for the grant. These restricted share awards vest based upon achieving certain common stock price thresholds.



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The other 938,194 restricted awards granted by the Company during 2007 vest primarily by achieving certain performance
measures or common stock price thresholds in addition to rendering explicit service requirements. For the 369,669 awards with common stock thresholds the weighted average grant date fair value of these awards was $36.29 with an aggregate fair value
of $13.4 million. For the remaining 568,525 awards with performance measures, the weighted average grant date fair value of these awards was $40.27 with an aggregate fair value of $22.9 million.

3. Inventories

Inventories are comprised of the following at
September 30, 2007 and December 31, 2006:



|                           |  |                    |         |                   |   |      
|-------------------------- |  | ------------------ | ------- | ----------------- | - | -----
|(in millions)              |  | September 30, 2007 |         | December 31, 2006
|Raw materials and supplies |  | $                  | 217.0   |                   | $ | 141.8
|Work in process            |  |                    | 73.7    |                   |   | 30.5 
|Finished goods             |  |                    | 1,036.5 |                   |   | 486.9
|                           |  |                    |         |                   |   |      
|Total inventory            |  | $                  | 1,327.2 |                   | $ | 659.2
|                           |  |                    |         |                   |   |      

4. Property, Plant and Equipment

Property, plant and equipment, net, consist of the following at September 30, 2007 and December 31, 2006:



|                                         |  |                    |        |   |                   |   |        |  
|---------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | -
|(in millions)                            |  | September 30, 2007 |        |   | December 31, 2006 |  
|Land                                     |  | $                  | 30.2   |   |                   | $ | 25.2   |  
|Buildings                                |  |                    | 167.2  |   |                   |   | 122.4  |  
|Machinery and equipment                  |  |                    | 621.1  |   |                   |   | 443.3  |  
|                                         |  |                    |        |   |                   |   |        |  
|                                         |  |                    | 818.5  |   |                   |   | 590.9  |  
|Less: Accumulated depreciation           |  |                    | (307.5 | ) |                   |   | (245.1 | )
|                                         |  |                    |        |   |                   |   |        |  
|Total property, plant and equipment, net |  | $                  | 511.0  |   |                   | $ | 345.8  |  
|                                         |  |                    |        |   |                   |   |        |  

Depreciation of property, plant and equipment was $23.0 million and $14.9 million for the three months ended
September 30, 2007 and 2006, respectively, and $57.6 million and $45.1 million for the nine months ended September 30, 2007 and 2006, respectively.

5. Acquisitions

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 (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. The Pure Fishing acquisition is consistent with the Companys strategy of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Pure Fishing is
included in the Companys Outdoor Solutions segment from the acquisition date.

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 $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 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 cash and Jarden common stock issued in the transaction has
a combined value of $14.72 per K2 share, which was calculated using the average of the closing stock price of a share of Jarden common stock on the NYSE during the five-day trading period ending two trading days after the date that the number of
shares of Jarden common stock to be received by K2 stockholders was finalized, which was August 6, 2007. The total purchase price of $773 million, which is net of cash acquired, also includes: the purchase of K2 share-based awards for $22.7
million, the Companys investment in K2 prior to the acquisition of $31.1 million; debt make-whole premiums of $15.4 million and other fees and consideration totaling $16.5 million. In connection with the Acquisition the Company repaid certain
of K2s debt, including accrued interest and the aforementioned make-whole premiums for approximately $341 million. 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 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. Based on the
Companys preliminary independent valuation, which is subject to further refinement, the purchase price is allocated as follows:



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|                                                     |  |   |        |  
|---------------------------------------------------- |  | - | ------ | -
|Preliminary Purchase Price Allocation (in millions): |  |   |        |  
|Preliminary value assigned:                          |  |   |        |  
|Accounts receivable                                  |  | $ | 317.9  |  
|Inventories                                          |  |   | 519.6  |  
|Current deferred tax asset                           |  |   | 17.4   |  
|Other current assets                                 |  |   | 31.5   |  
|Property, plant and equipment                        |  |   | 146.1  |  
|Intangible assets                                    |  |   | 240.0  |  
|Goodwill                                             |  |   | 267.6  |  
|Other assets                                         |  |   | 13.4   |  
|Other current liabilities                            |  |   | (248.9 | )
|Long-term debt                                       |  |   | (401.9 | )
|Other liabilities                                    |  |   | (34.4  | )
|Non-current deferred tax liability                   |  |   | (95.1  | )
|                                                     |  |   |        |  
|Total purchase price, net of cash acquired           |  | $ | 773.2  |  
|                                                     |  |   |        |  

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 and 2006. The historical results of
the Company for the 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 pro forma results for the three and nine months ended September 30, 2006 combine the
historical results of the Company and K2 for the three and nine months ended September 30, 2006. 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 periods 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 Companys statutory tax rate of 39.5%.



|                                     |  |                                 |         |                                 |   |         |  |   |         |   |  |   |        
|------------------------------------ |  | ------------------------------- | ------- | ------------------------------- | - | ------- |  | - | ------- | - |  | - | -------
|                                     |  | Three Months Ended September 30 |         | Nine Months Ended September 30,
|                                     |  | (unaudited)                    
|(in millions, except per share data) |  | 2007                            |         | 2006                            |   | 2007    |  |   | 2006   
|Net sales                            |  | $                               | 1,442.7 |                                 | $ | 1,390.0 |  | $ | 4,001.8 |   |  | $ | 3,792.9
|Net income (loss)                    |  |                                 | 43.7    |                                 |   | 66.1    |  |   | (12.3   | ) |  |   | 17.6   
|Earnings (loss) per share:           |  |                                 |         |                                 |   |         |  |   |         |   |  |   |        
|Basic:                               |  | $                               | 0.58    |                                 | $ | 0.94    |  | $ | (0.16   | ) |  | $ | 0.25   
|Diluted:                             |  | $                               | 0.57    |                                 | $ | 0.93    |  | $ | (0.16   | ) |  | $ | 0.25   

The unaudited pro forma financial information for the three and nine months ended September 30, 2007 and 2006
include $1.7 million and $5.1 million, respectively, for the amortization of purchased intangibles from the Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information also includes the following
non-recurring charges related to the Acquisition: charges for the fair market value adjustment for manufacturers profit in inventory and other transaction costs of $99.3 million for the nine months ended September 30, 2007 and 2006,
respectively.

6. Goodwill and Intangibles

Goodwill at
September 30, 2007 and December 31, 2006 is as follows:



|                    |  |                                   |         |              |   |                                        |  |   |                                      |   |  |   |        
|------------------- |  | --------------------------------- | ------- | ------------ | - | -------------------------------------- |  | - | ------------------------------------ | - |  | - | -------
|(in millions)       |  | Net Book Value at January 1, 2007 |         | Acquisitions |   | Foreign Exchange and Other Adjustments |  |   | Net Book value at September 30, 2007
|Branded Consumables |  | $                                 | 497.8   |              | $ |                                       |  | $ | (0.6                                 | ) |  | $ | 497.2  
|Consumer Solutions  |  |                                   | 489.7   |              |   |                                       |  |   | (6.7                                 | ) |  |   | 483.0  
|Outdoor Solutions   |  |                                   | 236.2   |              |   | 430.3                                  |  |   | (22.9                                | ) |  |   | 643.6  
|                    |  |                                   |         |              |   |                                        |  |   |                                      |   |  |   |        
|                    |  | $                                 | 1,223.7 |              | $ | 430.3                                  |  | $ | (30.2                                | ) |  | $ | 1,623.8
|                    |  |                                   |         |              |   |                                        |  |   |                                      |   |  |   |        



8



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Intangibles, net at September 30, 2007 and December 31, 2006 are as follows:



|                                                |  |                                         |       |              |   |                  |  |                                              |   |  |                                     |       |                             |  |   |         |  |           
|----------------------------------------------- |  | --------------------------------------- | ----- | ------------ | - | ---------------- |  | -------------------------------------------- | - |  | ----------------------------------- | ----- | --------------------------- |  | - | ------- |  | ----------
|(in millions)                                   |  | Gross Carrying Amount atJanuary 1, 2007 |       | Acquisitions |   | OtherAdjustments |  | Accumulated Amortization and
ForeignExchange |   |  | Net Book Value at September 30,2007 |       | Amortization Periods(years)
|Patents                                         |  | $                                       | 0.1   |              | $ |                 |  | $                                            |  |  | $                                   |      |                             |  | $ | 0.1     |  | 30        
|Non-compete agreements                          |  |                                         | 1.7   |              |   |                 |  |                                              |  |  |                                     | (1.4  | )                           |  |   | 0.3     |  | 3-5       
|Manufacturing process, expertise and technology |  |                                         | 6.5   |              |   | 25.5             |  |                                              |  |  |                                     | (6.6  | )                           |  |   | 25.4    |  | 5-7       
|Brand names                                     |  |                                         | 1.9   |              |   | 2.4              |  |                                              |  |  |                                     | (0.3  | )                           |  |   | 4.0     |  | 10        
|Customer relationships and distributor channels |  |                                         | 115.6 |              |   | 30.6             |  |                                              |  |  |                                     | (6.9  | )                           |  |   | 139.3   |  | 10-25     
|Trademarks and tradenames                       |  |                                         | 585.8 |              |   | 372.9            |  |                                              |  |  |                                     | 0.9   |                             |  |   | 959.6   |  | Indefinite
|                                                |  |                                         |       |              |   |                  |  |                                              |   |  |                                     |       |                             |  |   |         |  |           
|                                                |  | $                                       | 711.6 |              | $ | 431.4            |  | $                                            |  |  | $                                   | (14.3 | )                           |  | $ | 1,128.7 |  |           
|                                                |  |                                         |       |              |   |                  |  |                                              |   |  |                                     |       |                             |  |   |         |  |           

Amortization of intangibles was $3.0 million and $1.2 million for the three months ended September 30, 2007
and 2006 respectively, and $7.3 million and $1.9 million for the nine months ended September 30, 2007 and 2006 respectively.

Acquisition amounts for
goodwill and intangibles are based on the Companys preliminary valuation, which is subject to further adjustment.

7. Warranty Reserve

The warranty reserve activity for the nine months ended September 30, 2007 is as follows:



|                                      |  |      |       |  
|------------------------------------- |  | ---- | ----- | -
|(in millions)                         |  | 2007 |      
|Warranty reserve at January 1,        |  | $    | 78.1  |  
|Acquisitions and other adjustments    |  |      | 13.4  |  
|Provisions for warranties issued, net |  |      | 87.3  |  
|Warranty claims paid                  |  |      | (95.4 | )
|                                      |  |      |       |  
|Warranty reserve at September 30,     |  | $    | 83.4  |  
|                                      |  |      |       |  

8. Debt and Derivative Financial Instruments

Debt is comprised of the following at September 30, 2007 and December 31, 2006:



|                                         |  |                    |         |   |                   |   |         |  
|---------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|(in millions)                            |  | September 30, 2007 |         |   | December 31, 2006 |  
|Senior Credit Facility Term Loans        |  | $                  | 1,668.3 |   |                   | $ | 1,177.5 |  
|71/2%
Senior Subordinated Notes due 2017 |  |                    | 650.0   |   |                   |   |        |  
|Securitization Facility                  |  |                    | 250.0   |   |                   |   |        |  
|93/4%
Senior Subordinated Notes          |  |                    |        |   |                   |   | 179.9   |  
|2% Subordinated Note due 2012            |  |                    | 94.6    |   |                   |   |        |  
|5% Convertible Debentures due 2010       |  |                    | 68.6    |   |                   |   |        |  
|Senior Credit Facility Revolver          |  |                    | 66.0    |   |                   |   |        |  
|Non-U.S. borrowings                      |  |                    | 103.8   |   |                   |   | 58.2    |  
|Other (primarily capital leases)         |  |                    | 8.9     |   |                   |   | 25.4    |  
|                                         |  |                    |         |   |                   |   |         |  
|Total debt                               |  |                    | 2,910.2 |   |                   |   | 1,441.0 |  
|                                         |  |                    |         |   |                   |   |         |  
|Less: current portion                    |  |                    | (369.8  | ) |                   |   | (19.2   | )
|                                         |  |                    |         |   |                   |   |         |  
|Total long-term debt                     |  | $                  | 2,540.4 |   |                   | $ | 1,421.8 |  
|                                         |  |                    |         |   |                   |   |         |  

In connection with the Acquisition, the Company incurred approximately $891 million of additional debt from its
Senior Credit Facility and its Securitization Facility, increased its revolving loan commitment by $25 million to a total of $225 million and amended the Securitization Facility to include additional domestic entities. The additional debt is
primarily comprised of the following: an incremental term loan (Term Loan B3) of $700 million that matures in 2012 and bears interest at LIBOR plus 250 basis points; and $185 million under the Securitization Facility.

During September 2007, the Company entered into an additional $200 million notional amount swap agreement that exchanges variable interest rates (LIBOR) for a 4.8% fixed
rate of interest over the term of the agreement, which matures in September 2010. The Company has designated this swap as a cash flow hedge of the interest rate risk attributable to forecasted variable interest (LIBOR) payments. Also during
September 2007, the Company received $0.5 million in proceeds for the termination of a $150 million notional amount fixed rate swap that was designated as an effective cash flow hedge of the interest rate risk attributable to forecasted variable
interest. This gain has been deferred and is being amortized over the remaining life of the terminated swap as a



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credit to interest expense. During October 2007, the Company entered into an additional $150 million notional amount swap agreement that exchanges variable
interest rates (LIBOR) for a 4.647% fixed rate of interest over the term of the agreement, which matures in September 2009.

During February 2007, the Company completed a registered public offering for $650 million aggregate principal amount of 71/2% Senior Subordinated Notes due 2017 (the Senior Notes) and received net proceeds of approximately $637 million. Of these proceeds, approximately $195 million was used to purchase all of
the principal amount outstanding of the Companys 93/4% Senior Subordinated Notes due 2012 (the
Senior Subordinated Notes) plus the tender premium and accrued interest. As a result of the purchase of Senior Subordinated Notes, the Company recorded a $15.3 million loss on the extinguishment of debt for the nine months ended
September 30, 2007. This loss is primarily comprised of a $10.1 million tender premium; a loss of $4.5 million related to the termination of $105 million notional amount of interest rate swaps that were designated as fair value hedges against
the Senior Subordinated Notes; the write off of $3.7 million of deferred debt issuance costs; and the recognition of $3.7 million of deferred gains that resulted from previously terminated interest rate swaps.

Effective February 13, 2007, the Company amended its Senior Credit Facility to: allow for the aforementioned purchase of the Senior Subordinated Notes; reduce
applicable margins on term and revolver borrowings; add the ability of the Company to enter into additional incremental term loans not to exceed $750 million; allow the Company to increase its revolving loan commitments in an aggregate principal
amount not to exceed $150 million; appoint a new administrative agent; and modify certain of its restrictive and financial covenants, among other things.

The $100 million Subordinated Note (the Note) maturing March 31, 2012 issued in connection with the Pure Fishing acquisition bears 2.0% annual interest due and payable monthly. The fair value of the Note at inception, net
of unamortized discount, is approximately $94 million. The Note is not prepayable at the Companys option. The holder of the Note has the option to require redemption of the Note if after one year from issuance the closing price of
Jardens common stock exceeds $45.32 for a period of three consecutive trading days.

As a result of the Pure Fishing acquisition, the Company became
a counterparty to an additional $100 million notional amount in swap agreements that exchange variable interest rates (LIBOR) for fixed rates of interest over the term of the agreements. At September 30, 2007, the weighted average fixed rate of
interest and weighted average remaining term of these swaps was 3.95% and 1.4 years, respectively. These swaps are not designated as hedges. Fair market value gains or losses are included in the results of operations. The fair market value of these
swaps was an asset of $0.6 million at September 30, 2007.

At September 30, 2007, the Company had outstanding approximately $45 million notional
amount of foreign currency contracts that were acquired in connection with the acquisitions of K2 and Pure Fishing. These foreign currency contracts, which are not designated as effective hedges, have maturity dates through 2008. Fair market value
gains or losses are included in the results of operations. The fair market value of these foreign currency contracts was a liability of $1.0 million at September 30, 2007.

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 (EPA). In addition, the Company or certain of its subsidiaries have been identified by the United States Environmental Protection Agency 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 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. The Company or various of its 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



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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 accrued 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 the Company and various of its 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, 2007.

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 upon the Companys consolidated financial position, results of operations or cash
flows.

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.



11



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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. No class has been certified in the actions.

The lead plaintiffs filed an amended consolidated complaint on August 25, 2006 naming the Company, Consumer Solutions 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. Defendants answered the amended
consolidated complaint on July 10, 2007. On September 5, 2007, the court granted Defendants motion for reconsideration, but reaffirmed its May 31, 2007 denial of Defendants motion to dismiss. On September 10, 2007,
Plaintiffs moved for class certification. Defendants opposition to plaintiffs motion for class certification is due on November 7, 2007.

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 is named as a nominal
defendant. The complaint alleges, 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 seeks 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 has been fully briefed, but the Court has not yet issued a decision.

These actions are 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 these actions.

Intellectual Property

In
connection with K2s acquisition of substantially all of the assets of Miken Composites, L.L.C. (Miken), a business engaged in the design, selling and distribution of composite softball bats and softball-related products and
accessories in the fourth quarter of 2004, K2 assumed the post-acquisition damages, if any, relating to a patent lawsuit in the U.S. District Court for the District of Minnesota. In this patent lawsuit, Miken Composites L.L.C. v. Wilson Sporting
Goods Co., Miken commenced an action in April 2002 seeking a declaration that a line of softball bats manufactured by Miken does not infringe a particular patent owned by Wilson Sporting Goods Co. (Wilson). In response, Wilson
counterclaimed for patent infringement seeking compensatory damages and a permanent injunction against Miken as the manufacturer and distributor of the allegedly infringing bats.

On August 10, 2006, the Minnesota Court issued an order granting summary judgment of non-infringement to Miken as to all of the accused softball bats, but held that Wilsons patent was valid. Wilson appealed
this decision on September 7, 2006.

The outcome of this matter cannot be predicted. Although each of K2 and Miken believes that Miken has meritorious
defenses to Wilsons counterclaims, in the event that Miken does not prevail, it is expected that Wilson would take action against K2 for alleged acts of infringement arising after the acquisition of Mikens assets by K2. It is further
expected, that Wilson would seek the same remedies against K2 that it is currently seeking against Miken, namely compensatory damages and an injunction against the manufacture and sale of allegedly infringing bats.

Sale of K2 Inc. to Jarden Corporation

On July 30, 2007, K2
announced that it and the City of Roseville Employees Retirement System, on behalf of itself and all others similarly situated, agreed to a settlement in principle of the pending litigation in the Superior Court of the State of California
brought by the City of Roseville Employees Retirement System relating to the acquisition of K2 by the Company. The material terms of the settlement included K2s agreement to make certain disclosures regarding the transaction, which
disclosures K2 made in its proxy materials sent to shareholders and reports filed with the SEC. Pursuant to the settlement, K2 and the Company also amended the merger agreement to reduce from $27.5 million to $24 million the termination fee that
would have been payable by K2 to the Company under certain circumstances in the event that the merger agreement had been terminated. The settlement includes full releases of all the defendants. The settlement is subject to approval of the California
Superior Court where the case is pending. A companion case brought by Steamfitters Local 449 Pension & Retirement Security Funds has been dismissed.

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 and intends to defend itself, by among other things, seeking contribution from other shareholders of this corporation. At this time, K2 is seeking information related to this
matter.



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10. Income Taxes

Effective January 1, 2007, the Company adopted the provisions of FIN 48. As a result, the Company now applies a more-likely-than-not recognition threshold for all tax uncertainties. The Company measures and recognizes a benefit for tax
positions that meet the more-likely-than-not recognition threshold. For tax uncertainties that have a greater than 50% likelihood of being sustained upon examination, the benefit is measured based upon the likely amount to be realized upon ultimate
settlement. As a result of the adoption of FIN 48 the Company recognized a $0.6 million decrease in retained earnings as of January 1, 2007.

The
Company and certain of its subsidiaries file income tax returns in the United States and other foreign jurisdictions. In 2006, the Internal Revenue Service (IRS) commenced an examination of the Companys 2003 and 2004 U.S. income
tax returns. In addition, there are ongoing examinations of the federal tax returns for current subsidiaries for years prior to their acquisition by the Company. The Company is also under examination for the income tax filings in various state and
foreign jurisdictions. The Company believes it has provided adequate reserves with respect to potential tax assessments (including related penalties and interest) that may arise upon such audits.

The Companys gross unrecognized tax benefit at the date of adoption of FIN 48 is approximately $68 million. This will differ from the amount which would affect the
effective tax rate due to the impact of purchase accounting. The amount of gross unrecognized tax benefits that, if recognized, would affect the effective tax rate are approximately $22 million and the amount of gross unrecognized tax benefits as a
result of purchase accounting are approximately $46 million. The amount of gross unrecognized tax benefits recorded at the date of acquisition of K2 and Pure Fishing were approximately $25 million and $2 million, respectively. During 2007, the
Company paid federal income tax of approximately $7 million and interest of approximately $3 million attributable to a recently agreed upon IRS audit related to the pre-acquisition period of an acquired business. On September 30, 2007, the
amount of the Companys gross unrecognized tax benefits is approximately $89 million. The amount of gross unrecognized tax benefits that, if recognized, would affect the effective tax rate are approximately $23 million, and the amount of gross
unrecognized tax benefits as a result of purchase accounting is approximately $66 million. At September 30, 2007, the Company believes it has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax
benefits may significantly change within twelve months.

The Company classifies all interest and penalties on uncertain tax positions as income tax
expense, which is consistent with the classification in prior years. As of September 30, 2007, the Company has recorded approximately $12 million in liabilities for tax related interest on its Consolidated Balance Sheet. For the three and nine
months ended September 30, 2007, the total amount of interest recognized in the results of operations was $0.4 million and $0.7 million, respectively.

11. Earnings Per Share



|                                     |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|------------------------------------ |  | -------------------------------- | ---- | ------------------------------- | - | ---- |  | ---- | ---- |  | - | ----
|                                     |  | Three months ended September 30, |      | Nine months ended September 30,
|(in millions, except per share data) |  | 2007                             |      | 2006                            |   | 2007 |  | 2006
|Net income, as reported              |  | $                                | 21.2 |                                 | $ | 51.3 |  | $    | 39.3 |  | $ | 70.3
|                                     |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|Weighted average shares outstanding: |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|Basic                                |  |                                  | 73.3 |                                 |   | 64.6 |  |      | 70.6 |  |   | 64.9
|Dilutive share-based awards          |  |                                  | 1.6  |                                 |   | 1.0  |  |      | 1.9  |  |   | 1.0 
|                                     |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|Diluted                              |  |                                  | 74.9 |                                 |   | 65.6 |  |      | 72.5 |  |   | 65.9
|                                     |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|Earnings per share:                  |  |                                  |      |                                 |   |      |  |      |      |  |   |     
|Basic                                |  | $                                | 0.29 |                                 | $ | 0.79 |  | $    | 0.56 |  | $ | 1.08
|Diluted                              |  | $                                | 0.28 |                                 | $ | 0.78 |  | $    | 0.54 |  | $ | 1.07

Stock options and warrants to purchase 2.2 million and 0.5 million shares of the Companys common stock
at September 30, 2007 and 2006, had exercise prices that exceeded the average market price of the Companys common stock for the three months ended September 30, 2007 and 2006; respectively. As such, these share-based awards did not
affect the computation of diluted earnings per share. Additionally, 0.5 million shares of common stock related to the Companys convertible debt have been excluded from the computation of diluted earnings per share as the effect would be
antidilutive.

12. Stockholders Equity and Comprehensive Income

Stockholders Equity

The common stock warrant (the Warrant) issued in connection with the Pure
Fishing acquisition grants the holder the right to at any time after the one year from the date of issue to purchase approximately 2.2 million shares of Jarden common stock at an initial purchase price of $45.32 per share (subject to adjustment
as provided therein). The Warrant, which has an initial fair value of approximately $13 million, must be exercised in full and expires on March 31, 2012. The Company has the option to require the holder to exercise the Warrant if at any time
after one year from the date of issuance the closing price of Jardens common stock exceeds $50.99 (subject to equitable adjustment for certain transactions) for a period of three consecutive trading days. If the holder of the Note, also issued
in connection with the Pure Fishing acquisition (see Note 8) causes Jarden to redeem the Notes, then the threshold price for the right of mandatory exercise of the Warrant will be reduced from the aforementioned $50.99 to $45.32.



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##### Table of Contents

Comprehensive Income

The components of comprehensive income are as follows:



|                                 |  |                                  |      |   |                                 |   |      |      |  |   |       |   |  |   |     
|-------------------------------- |  | -------------------------------- | ---- | - | ------------------------------- | - | ---- | ---- |  | - | ----- | - |  | - | ----
|                                 |  | Three months ended September 30, |      |   | Nine months ended September 30,
|(in millions)                    |  | 2007                             |      |   | 2006                            |   |      | 2007 |  |   | 2006 
|Net income                       |  | $                                | 21.2 |   |                                 | $ | 51.3 |      |  | $ | 39.3  |   |  | $ | 70.3
|Unrealized gain on investment    |  |                                  | (0.6 | ) |                                 |   |     |      |  |   |      |   |  |   |    
|Derivative financial instruments |  |                                  | (7.3 | ) |                                 |   | (7.4 | )    |  |   | (10.8 | ) |  |   | 9.3 
|Foreign currency translation     |  |                                  | 18.0 |   |                                 |   | 4.3  |      |  |   | 29.2  |   |  |   | 7.5 
|Accrued benefit costs            |  |                                  |     |   |                                 |   |     |      |  |   | (0.1  | ) |  |   |    
|                                 |  |                                  |      |   |                                 |   |      |      |  |   |       |   |  |   |     
|Comprehensive income             |  | $                                | 31.3 |   |                                 | $ | 48.2 |      |  | $ | 57.6  |   |  | $ | 87.1
|                                 |  |                                  |      |   |                                 |   |      |      |  |   |       |   |  |   |     

13. Employee Benefit Plans

Components of Net Periodic Costs

Pension Benefits



|                               |  |                                  |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | -------------------------------- | ---- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Three months ended September 30, |     
|                               |  | 2007                             |      |   | 2006    |  
|(in millions)                  |  | Domestic                         |      |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                                | 0.1  |   |         | $ | 0.3  |       |  | $ | 0.4      |   |  | $       | 0.2  |   |       | $ | 0.1  |   |  | $ | 0.3  |  
|Interest cost                  |  |                                  | 4.3  |   |         |   | 0.4  |       |  |   | 4.7      |   |  |         | 3.5  |   |       |   | 0.2  |   |  |   | 3.7  |  
|Expected return on plan assets |  |                                  | (4.0 | ) |         |   | (0.3 | )     |  |   | (4.3     | ) |  |         | (3.2 | ) |       |   | (0.1 | ) |  |   | (3.3 | )
|Amortization, net              |  |                                  | 0.1  |   |         |   |     |       |  |   | 0.1      |   |  |         | 0.1  |   |       |   |     |   |  |   | 0.1  |  
|                               |  |                                  |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  |                                  | 0.5  |   |         |   | 0.4  |       |  |   | 0.9      |   |  |         | 0.6  |   |       |   | 0.2  |   |  |   | 0.8  |  
|                               |  |                                  |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Curtailment/Settlement         |  |                                  | 0.1  |   |         |   |     |       |  |   | 0.1      |   |  |         |     |   |       |   |     |   |  |   |     |  
|                               |  |                                  |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Total benefit cost             |  | $                                | 0.6  |   |         | $ | 0.4  |       |  | $ | 1.0      |   |  | $       | 0.6  |   |       | $ | 0.2  |   |  | $ | 0.8  |  
|                               |  |                                  |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  

Pension Benefits



|                               |  |                           |       |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | ------------------------- | ----- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Nine months September 30, |      
|                               |  | 2007                      |       |   | 2006    |  
|(in millions)                  |  | Domestic                  |       |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                         | 0.3   |   |         | $ | 0.6  |       |  | $ | 0.9      |   |  | $       | 0.5  |   |       | $ | 0.5  |   |  | $ | 1.0  |  
|Interest cost                  |  |                           | 11.4  |   |         |   | 0.8  |       |  |   | 12.2     |   |  |         | 10.5 |   |       |   | 0.5  |   |  |   | 11.0 |  
|Expected return on plan assets |  |                           | (10.4 | ) |         |   | (0.5 | )     |  |   | (10.9    | ) |  |         | (9.4 | ) |       |   | (0.3 | ) |  |   | (9.7 | )
|Amortization, net              |  |                           | 0.3   |   |         |   |     |       |  |   | 0.3      |   |  |         | 0.3  |   |       |   |     |   |  |   | 0.3  |  
|                               |  |                           |       |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  |                           | 1.6   |   |         |   | 0.9  |       |  |   | 2.5      |   |  |         | 1.9  |   |       |   | 0.7  |   |  |   | 2.6  |  
|                               |  |                           |       |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Curtailment/Settlement         |  |                           | 0.1   |   |         |   |     |       |  |   | 0.1      |   |  |         |     |   |       |   | (0.1 | ) |  |   | (0.1 | )
|                               |  |                           |       |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Total benefit cost             |  | $                         | 1.7   |   |         | $ | 0.9  |       |  | $ | 2.6      |   |  | $       | 1.9  |   |       | $ | 0.6  |   |  | $ | 2.5  |  
|                               |  |                           |       |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  

Postretirement Benefits



|                   |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|------------------ |  | -------------------------------- | ---- | - | ------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                   |  | Three months ended September 30, |      |   | Nine months ended September 30, |  
|(in millions)      |  | 2007                             |      |   | 2006                            |   |      | 2007 |  |   | 2006 |  
|Service cost       |  | $                                | 0.1  |   |                                 | $ | 0.1  |      |  | $ | 0.3  |   |  | $ | 0.3  |  
|Interest cost      |  |                                  | 0.3  |   |                                 |   | 0.4  |      |  |   | 0.9  |   |  |   | 1.1  |  
|Amortization, net  |  |                                  | (0.1 | ) |                                 |   | (0.1 | )    |  |   | (0.5 | ) |  |   | (0.1 | )
|                   |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|Net periodic cost  |  | $                                | 0.3  |   |                                 | $ | 0.4  |      |  | $ | 0.7  |   |  | $ | 1.3  |  
|                   |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|Curtailment gain   |  |                                  |     |   |                                 |   |     |      |  |   |     |   |  |   | (1.7 | )
|                   |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|Total benefit cost |  | $                                | 0.3  |   |                                 | $ | 0.4  |      |  | $ | 0.7  |   |  | $ | (0.4 | )
|                   |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  

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.



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##### Table of Contents

The Company expects to adopt the measurement date provisions of SFAS 158 for the year ending December 31, 2008 and
expects to use the second transition approach as defined by SFAS 158. This transition approach allows the Company to estimate the effects of the change by using of the measurements to be determined as September 30, 2007 and that will be 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 Companys consolidated statement of financial position.

14. Reorganization and Acquisition-Related Integration Costs

For the
three and nine months ended September 30, 2007 and 2006, the Company recorded the following reorganization and acquisition-related integration costs:



|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|-------------------------------------- |  | ------------------------------------- | ---- | ------------- | - | ---- | ---------- |  | ----- | --- |  | - | ---- | -
|                                       |  | Three months ended September 30, 2007 |     
|(in millions)                          |  | Employee Terminations                 |      | Other Charges |   |      | Impairment |  | Total |    
|Charged to Results of Operations:      |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Branded Consumables                    |  | $                                     | 0.1  |               | $ | 1.2  |            |  | $     | 0.4 |  | $ | 1.7  |  
|Consumer Solutions                     |  |                                       | 0.2  |               |   | 7.1  |            |  |       |    |  |   | 7.3  |  
|Outdoor Solutions                      |  |                                       | 0.1  |               |   | 0.6  |            |  |       |    |  |   | 0.7  |  
|Corporate                              |  |                                       | 0.6  |               |   | 0.7  |            |  |       |    |  |   | 1.3  |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Subtotal                               |  |                                       | 1.0  |               |   | 9.6  |            |  |       | 0.4 |  |   | 11.0 |  
|Capitalized as a Cost of Acquisitions: |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Corporate                              |  |                                       | 11.9 |               |   | 0.2  |            |  |       |    |  |   | 12.1 |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Total                                  |  | $                                     | 12.9 |               | $ | 9.8  |            |  | $     | 0.4 |  | $ | 23.1 |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|                                       | 
|                                       |  | Three months ended September 30, 2006 |     
|(in millions)                          |  | Employee Terminations                 |      | Other Charges |   |      | Impairment |  | Total |    
|Branded Consumables                    |  | $                                     | 0.1  |               | $ | 0.7  |            |  | $     |    |  | $ | 0.8  |  
|Consumer Solutions                     |  |                                       | 2.7  |               |   | 5.5  |            |  |       |    |  |   | 8.2  |  
|Outdoor Solutions                      |  |                                       | 0.8  |               |   | 0.1  |            |  |       |    |  |   | 0.9  |  
|Corporate                              |  |                                       |     |               |   | (2.4 | )          |  |       |    |  |   | (2.4 | )
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Total                                  |  | $                                     | 3.6  |               | $ | 3.9  |            |  | $     |    |  | $ | 7.5  |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|                                       | 
|                                       |  | Nine months ended September 30, 2007  |     
|(in millions)                          |  | Employee Terminations                 |      | Other Charges |   |      | Impairment |  | Total |    
|Charged to Results of Operations:      |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Branded Consumables                    |  | $                                     | 0.5  |               | $ | 4.4  |            |  | $     | 0.8 |  | $ | 5.7  |  
|Consumer Solutions                     |  |                                       | 7.2  |               |   | 11.3 |            |  |       |    |  |   | 18.5 |  
|Outdoor Solutions                      |  |                                       | 1.5  |               |   | 2.2  |            |  |       |    |  |   | 3.7  |  
|Corporate                              |  |                                       | 0.8  |               |   | 0.8  |            |  |       |    |  |   | 1.6  |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Subtotal                               |  |                                       | 10.0 |               |   | 18.7 |            |  |       | 0.8 |  |   | 29.5 |  
|Capitalized as a Cost of Acquisitions: |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Corporate                              |  |                                       | 11.9 |               |   | 0.2  |            |  |       |    |  |   | 12.1 |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Total                                  |  | $                                     | 21.9 |               | $ | 18.9 |            |  | $     | 0.8 |  | $ | 41.6 |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|                                       | 
|                                       |  | Nine months ended September 30, 2006  |     
|(in millions)                          |  | Employee Terminations                 |      | Other Charges |   |      | Impairment |  | Total |    
|Charged to Results of Operations:      |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Branded Consumables                    |  | $                                     | 0.6  |               | $ | 2.7  |            |  | $     | 1.8 |  | $ | 5.1  |  
|Consumer Solutions                     |  |                                       | 5.8  |               |   | 12.1 |            |  |       |    |  |   | 17.9 |  
|Outdoor Solutions                      |  |                                       | 1.2  |               |   |     |            |  |       |    |  |   | 1.2  |  
|Corporate                              |  |                                       |     |               |   | (1.7 | )          |  |       |    |  |   | (1.7 | )
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Subtotal                               |  |                                       | 7.6  |               |   | 13.1 |            |  |       | 1.8 |  |   | 22.5 |  
|Capitalized as a Cost of Acquisitions: |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Consumer Solutions                     |  |                                       | 0.5  |               |   |     |            |  |       |    |  |   | 0.5  |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  
|Total                                  |  | $                                     | 8.1  |               | $ | 13.1 |            |  | $     | 1.8 |  | $ | 23.0 |  
|                                       |  |                                       |      |               |   |      |            |  |       |     |  |   |      |  



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##### Table of Contents

Corporate

In
connection with the Acquisition, management approved and initiated plans to restructure the operations of K2. These plans 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 costs incurred during the three and nine months ended September 30, 2007 primarily related to workforce reductions associated with the elimination of duplicative corporate functions resulting from the
Acquisition. These costs ($12.1 million) were recognized as a liability assumed in the Acquisition and are included in the allocation of the cost to acquire K2 (see Note 5). As of September 30, 2007, $11.6 million of severance and other
employee benefit-related benefits remain accrued for this initiative.

During the three and nine months ended September 30, 2007, the Company recorded
charges of $1.3 million and $1.7 million, respectively, primarily due to the integration of certain corporate functions related to the Acquisition.

During
the three months ended September 30, 2006, the Company reversed a $2.4 million lease restructuring liability which was initially recorded in the Corporate segment for unutilized office space resulting from the transition of certain corporate
functions from Florida to the Companys New York headquarters. Subsequently it was determined that this space would be utilized do to the consolidation and integration of certain functions within the Consumer Solutions segment.

Branded Consumables Segment Reorganization

During the first
quarter of 2005, 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 in 2007 and 2006 relate to this plan and
substantially all employees under this plan have been terminated as of September 30, 2007.

For the three and nine months ended September 30,
2007 other charges primarily consist of facility closing costs ($0.2 million and $1.7 million, respectively) and other costs, primarily related to professional fees ($1.0 million and $2.7 million, respectively). For the three and nine months ended
September 30, 2006 other charges primarily consist of inventory moving costs. ($0.1 million and $1.4 million, respectively).

Consumer Solutions
Segment Reorganization

As part of the acquisition of American Household, Inc. (the AHI Acquisition) and The Holmes Group, Inc. (the
THG Acquisition) in 2005, it was determined that, due to similarities between the combined Consumer Solutions 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 during 2005. Employee
termination charges in 2007 and 2006 relate to this plan and substantially all employees under this plan have been terminated as of September 30, 2007.

For the three and nine months ended September 30, 2007, other charges primarily consist of professional fees ($0.1 million and $2.6 million, respectively) and facility closing costs ($6.6 million and $8.3 million, respectively). As of
September 30, 2007, $5.0 million of severance and other employee benefit-related costs and $12.3 million of other costs remain accrued for these initiatives.

For the three and nine months ended September 30, 2006, other charges primarily consist retention costs (none and $1.7 million, respectively); professional fees ($1.9 million and $3.8 million, respectively) and travel and relocation
expenses (none and $1.9 million, respectively).

Outdoor Solutions Segment

During 2006 and 2005 the Company implemented various strategic initiatives in the Consumer Solutions segment. These initiatives included both rationalizing and outsourcing certain European manufacturing facilities and
the reorganization of the domestic sales force. Employee termination charges in 2007 and 2006 relate to this plan and substantially all employees under this plan have been terminated as of September 30, 2007.

For the three and nine months ended September 30, 2007, the Company recorded charges of $0.7 million and $3.7 million related to these initiatives. For the three
and nine months ended September 30, 2006, the Company recorded charges of $0.9 million and $1.2 million, respectively, related to these initiatives.



16



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##### Table of Contents

The following table sets forth the details and the activity related to reorganization and acquisition-related integration
costs as of September 30, 2007:



|                                     |  |                             |      |                                                              |   |                                                  |  |                             |      |  |                 |       |   |                              |   |      |   |  |   |     
|------------------------------------ |  | --------------------------- | ---- | ------------------------------------------------------------ | - | ------------------------------------------------ |  | --------------------------- | ---- |  | --------------- | ----- | - | ---------------------------- | - | ---- | - |  | - | ----
|(in millions)                        |  | Balance atDecember 31, 2006 |      | Capitalized Reorganization and acquisitionRelated costs, net |   | Reorganization and acquisitionRelated costs, net |  | Cash payments andreductions |      |  | Non-cashchanges |       |   | Balance atSeptember 30, 2007
|Severance and other employee related |  | $                           | 11.5 |                                                              | $ | 11.9                                             |  | $                           | 10.0 |  | $               | (15.1 | ) |                              | $ | 0.1  |   |  | $ | 18.4
|Other costs                          |  |                             | 3.4  |                                                              |   | 0.2                                              |  |                             | 18.7 |  |                 | (8.3  | ) |                              |   | (0.5 | ) |  |   | 13.5
|                                     |  |                             |      |                                                              |   |                                                  |  |                             |      |  |                 |       |   |                              |   |      |   |  |   |     
|                                     |  | $                           | 14.9 |                                                              | $ | 12.1                                             |  | $                           | 28.7 |  | $               | (23.4 | ) |                              | $ | (0.4 | ) |  | $ | 31.9
|                                     |  |                             |      |                                                              |   |                                                  |  |                             |      |  |                 |       |   |                              |   |      |   |  |   |     
|Impairment of fixed assets           |  |                             |      |                                                              |   |                                                  |  |                             | 0.8  |  |                 |       |   |                              |   |      |   |  |   |     
|                                     |  |                             |      |                                                              |   |                                                  |  |                             |      |  |                 |       |   |                              |   |      |   |  |   |     
|                                     |  |                             |      |                                                              |   |                                                  |  | $                           | 29.5 |  |                 |       |   |                              |   |      |   |  |   |     
|                                     |  |                             |      |                                                              |   |                                                  |  |                             |      |  |                 |       |   |                              |   |      |   |  |   |     

15. Segment Information

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

Branded Consumables

In the Branded Consumables segment, the Company manufactures or 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, paintbrushes, childrens card games, clothespins, collectible tins, firelogs and firestarters, home safety
equipment, home canning jars, jar closures, kitchen matches, other craft items, plastic cutlery, playing cards and accessories, rope, cord and twine, storage and workshop accessories, toothpicks and other accessories marketed 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.

Consumer Solutions

In the Consumer Solutions segment, the Company manufactures or sources, markets and distributes and licenses rights
to an array of innovative consumer products that are designed to improve consumers lives by enhancing sleep, health, personal care, cooking and other daily necessities with leading products such as coffeemakers, bedding, home vacuum packaging
machines, heating pads, slow cookers, air cleaning products, fans and heaters and personal and animal grooming products, as well as related consumable products. The Company sells kitchen products under the well-known Crock-Pot®, FoodSaver®, Mr. Coffee®, Oster®, Rival®, Seal-a-Meal®, Sunbeam®,
VillaWare® and White Mountain® brand names. Personal care and grooming products are sold under the Health o meter®, Oster® and Sunbeam® brand names. The Companys portable air
cleaning products are sold under Bionaire® and Harmony® brand names, and its fans and heaters are sold under the Holmes® and Patton® brand names.

Outdoor Solutions

In the Outdoor Solutions segment, the Company
manufactures or sources, markets and distributes consumer leisure products worldwide for use outside the home or away from the home. The Company sells products for camping, backpacking, tailgating, backyard grilling, fishing and other outdoor
activities under the Campingaz®, Coleman®, Abu Garcia®, Berkley®, Fenwick®, Gulp® Mitchell®, Sevenstrand®, Spiderwire®, Stren®
and Trilene®.

As a result of the
Acquisition on August 8, 2007, the Company sells under the Outdoor Solutions Segment a diversified mix of products that are used primarily in team and individual sports and activities such as fishing, water sports, baseball, softball, alpine
and nordic skiing, snowboarding and in-line skating. The Company sells fishing equipment, under well known brand names such as All Star®, JRCTM, Penn®, Pflueger®, Shakespeare®, Ugly Stik®, and Xtools®. Baseball, softball, football, basketball and lacrosse products are
sold under brand names such as deBeer®, Gait by deBeerTM, Miken®, Rawlings® and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating
products are sold under brand names such as AtlasTM, K2®, Karhu®, Line®, Little Bear®, Madshus®,
Marker®, Morrow®, Ride®, Tubbs®, Völkl® and 5150®. The Company also sells high performance technical outdoor apparel and
equipment under brand names such as Ex Officio® and Marmot®.

Process Solutions

The Process Solutions segment
consists primarily of our plastic consumables business, which manufactures, markets and distributes a wide variety of plastic products, including jar closures, contact lens packaging, monofilament, plastic cutlery, refrigerator door liners, medical
disposables and rigid packaging, and our zinc strip business, which is the largest producer of zinc strip and fabricated zinc products such as coinage blanks for the U.S. Mint, Royal Canadian Mint, and international markets.



17



---

##### Table of Contents

Segment information as of and for the three and nine months ended September 30, 2007 and 2006 is as follows:



|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ----------------- | - | ------- | ---------------- |  | - | ---------------- | - |  | --------------------------- | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|                                                                |  | Three months ended September 30, 2007 |        
|(in millions)                                                   |  | BrandedConsumables                    |         |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations(a) |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                     | 213.5   |   |                   | $ | 540.1   |                  |  | $ | 498.4            |   |  | $                           | 86.7  |   |                        | $ | (16.5 | )                     |  | $ | 1,322.2      |   |  | $ |      |   |  | $ | 1,322.2 |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                     | 34.0    |   |                   | $ | 79.3    |                  |  | $ | 72.6             |   |  | $                           | 8.0   |   |                        | $ |      |                       |  | $ | 193.9        |   |  | $ | (17.9 | ) |  | $ | 176.0   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                       | (1.7    | ) |                   |   | (7.3    | )                |  |   | (0.7             | ) |  |                             |      |   |                        |   |      |                       |  |   | (9.7         | ) |  |   | (1.3  | ) |  |   | (11.0   | )
|Stock-based compensation                                        |  |                                       |        |   |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   |             |   |  |   | (16.1 | ) |  |   | (16.1   | )
|Fair value adjustment to inventory                              |  |                                       |        |   |                   |   |        |                  |  |   | (43.8            | ) |  |                             | (1.5  | ) |                        |   |      |                       |  |   | (45.3        | ) |  |   |      |   |  |   | (45.3   | )
|Depreciation and amortization                                   |  |                                       | (4.3    | ) |                   |   | (6.6    | )                |  |   | (11.9            | ) |  |                             | (2.8  | ) |                        |   |      |                       |  |   | (25.6        | ) |  |   | (0.4  | ) |  |   | (26.0   | )
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                     | 28.0    |   |                   | $ | 65.4    |                  |  | $ | 16.2             |   |  | $                           | 3.7   |   |                        | $ |      |                       |  | $ | 113.3        |   |  | $ | (35.7 | ) |  | $ | 77.6    |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                | 
|                                                                |  | Three months ended September 30, 2006 |        
|(in millions)                                                   |  | BrandedConsumables                    |         |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations(a) |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                     | 221.9   |   |                   | $ | 540.7   |                  |  | $ | 208.4            |   |  | $                           | 79.1  |   |                        | $ | (17.0 | )                     |  | $ | 1,033.1      |   |  | $ |      |   |  | $ | 1,033.1 |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                     | 38.4    |   |                   | $ | 83.7    |                  |  | $ | 17.8             |   |  | $                           | 7.0   |   |                        | $ |      |                       |  | $ | 146.9        |   |  | $ | (9.6  | ) |  | $ | 137.3   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Fair value adjustment to inventory                              |  |                                       | (3.9    | ) |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   | (3.9         | ) |  |   |      |   |  |   | (3.9    | )
|Reorganization and acquisition-related integration costs, net   |  |                                       | (0.8    | ) |                   |   | (8.2    | )                |  |   | (0.9             | ) |  |                             |      |   |                        |   |      |                       |  |   | (9.9         | ) |  |   | 2.4   |   |  |   | (7.5    | )
|Other integration-related costs                                 |  |                                       |        |   |                   |   | (0.6    | )                |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   | (0.6         | ) |  |   | (1.1  | ) |  |   | (1.7    | )
|Stock-based compensation                                        |  |                                       |        |   |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   |             |   |  |   | (6.4  | ) |  |   | (6.4    | )
|Depreciation and amortization                                   |  |                                       | (3.3    | ) |                   |   | (5.9    | )                |  |   | (4.1             | ) |  |                             | (2.3  | ) |                        |   |      |                       |  |   | (15.6        | ) |  |   | (0.5  | ) |  |   | (16.1   | )
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                     | 30.4    |   |                   | $ | 69.0    |                  |  | $ | 12.8             |   |  | $                           | 4.7   |   |                        | $ |      |                       |  | $ | 116.9        |   |  | $ | (15.2 | ) |  | $ | 101.7   |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                | 
|                                                                |  | Nine months ended September 30, 2007  |        
|(in millions)                                                   |  | BrandedConsumables                    |         |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations(a) |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                     | 588.8   |   |                   | $ | 1,264.5 |                  |  | $ | 1,128.4          |   |  | $                           | 260.7 |   |                        | $ | (49.2 | )                     |  | $ | 3,193.2      |   |  | $ |      |   |  | $ | 3,193.2 |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                     | 80.3    |   |                   | $ | 155.6   |                  |  | $ | 163.5            |   |  | $                           | 24.5  |   |                        | $ |      |                       |  | $ | 423.9        |   |  | $ | (42.2 | ) |  | $ | 381.7   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                       | (5.7    | ) |                   |   | (18.5   | )                |  |   | (3.7             | ) |  |                             |      |   |                        |   |      |                       |  |   | (27.9        | ) |  |   | (1.6  | ) |  |   | (29.5   | )
|Stock-based compensation                                        |  |                                       |        |   |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   |             |   |  |   | (33.2 | ) |  |   | (33.2   | )
|Fair value adjustment to inventory                              |  |                                       |        |   |                   |   |        |                  |  |   | (70.9            | ) |  |                             | (1.5  | ) |                        |   |      |                       |  |   | (72.4        | ) |  |   |      |   |  |   | (72.4   | )
|Depreciation and amortization                                   |  |                                       | (12.6   | ) |                   |   | (20.3   | )                |  |   | (23.6            | ) |  |                             | (7.2  | ) |                        |   |      |                       |  |   | (63.7        | ) |  |   | (1.2  | ) |  |   | (64.9   | )
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                     | 62.0    |   |                   | $ | 116.8   |                  |  | $ | 65.3             |   |  | $                           | 15.8  |   |                        | $ |      |                       |  | $ | 259.9        |   |  | $ | (78.2 | ) |  | $ | 181.7   |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                                     | 1,084.2 |   |                   | $ | 1,923.5 |                  |  | $ | 2,834.0          |   |  | $                           | 180.0 |   |                        | $ |      |                       |  | $ | 6,021.7      |   |  | $ | 64.9  |   |  | $ | 6,086.6 |  
|                                                                |  |                                       |         |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  



18



---

##### Table of Contents

|                                                                |  |                                      |       |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------------------------------ | ----- | - | ----------------- | - | ------- | ---------------- |  | - | ---------------- | - |  | --------------------------- | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|                                                                |  | Nine months ended September 30, 2006 |      
|(in millions)                                                   |  | BrandedConsumables                   |       |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations(a) |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                    | 583.2 |   |                   | $ | 1,251.7 |                  |  | $ | 768.4            |   |  | $                           | 235.2 |   |                        | $ | (51.7 | )                     |  | $ | 2,786.8      |   |  | $ |      |   |  | $ | 2,786.8 |  
|                                                                |  |                                      |       |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                    | 90.9  |   |                   | $ | 143.5   |                  |  | $ | 87.0             |   |  | $                           | 26.4  |   |                        | $ |      |                       |  | $ | 347.8        |   |  | $ | (38.9 | ) |  | $ | 308.9   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                      |       |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Fair value adjustment to inventory                              |  |                                      | (3.9  | ) |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   | (3.9         | ) |  |   |      |   |  |   | (3.9    | )
|Reorganization and acquisition-related integration costs, net   |  |                                      | (5.1  | ) |                   |   | (17.9   | )                |  |   | (1.2             | ) |  |                             |      |   |                        |   |      |                       |  |   | (24.2        | ) |  |   | 1.7   |   |  |   | (22.5   | )
|Other integration-related costs                                 |  |                                      |      |   |                   |   | (2.4    | )                |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   | (2.4         | ) |  |   | (1.1  | ) |  |   | (3.5    | )
|Inventory write-off                                             |  |                                      |      |   |                   |   |        |                  |  |   | (0.3             | ) |  |                             |      |   |                        |   |      |                       |  |   | (0.3         | ) |  |   |      |   |  |   | (0.3    | )
|Stock-based compensation                                        |  |                                      |      |   |                   |   |        |                  |  |   |                 |   |  |                             |      |   |                        |   |      |                       |  |   |             |   |  |   | (16.1 | ) |  |   | (16.1   | )
|Depreciation and amortization                                   |  |                                      | (8.9  | ) |                   |   | (17.5   | )                |  |   | (12.5            | ) |  |                             | (7.0  | ) |                        |   |      |                       |  |   | (45.9        | ) |  |   | (1.1  | ) |  |   | (47.0   | )
|                                                                |  |                                      |       |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                    | 73.0  |   |                   | $ | 105.7   |                  |  | $ | 73.0             |   |  | $                           | 19.4  |   |                        |   |      |                       |  | $ | 271.1        |   |  | $ | (55.5 | ) |  | $ | 215.6   |  
|                                                                |  |                                      |       |   |                   |   |         |                  |  |   |                  |   |  |                             |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  

---

|(a) | Intersegment sales are recorded at cost plus an agreed upon profit on sales.
|--- | ----------------------------------------------------------------------------

16. Condensed Consolidating Financial Statements

The Companys 71/2% Senior Notes (see Note 8) 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 Notes. Presented below are the condensed consolidating financial statements of the Company (Parent), the
Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis for the three and nine months ended September 30, 2007 and 2006 and as of September 30, 2007 and December 31, 2006.



|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|------------------------------------------------------- |  | ------------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ------- | -
|                                                        |  | 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    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                        | 
|                                                        |  | Three months ended September 30, 2006 |        
|(in millions)                                           |  | Parent                                |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Net sales                                               |  | $                                     |        |   |                       | $ | 767.2   |                           |  | $ | 299.4        |   |  | $            | (33.5    | ) |  | $ | 1,033.1 |  
|Costs and expenses                                      |  |                                       | 13.8    |   |                       |   | 684.7   |                           |  |   | 266.4        |   |  |              | (33.5    | ) |  |   | 931.4   |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Operating (loss) earnings                               |  |                                       | (13.8   | ) |                       |   | 82.5    |                           |  |   | 33.0         |   |  |              |         |   |  |   | 101.7   |  
|Other expense, net                                      |  |                                       | 23.3    |   |                       |   | 17.3    |                           |  |   | 9.8          |   |  |              |         |   |  |   | 50.4    |  
|Equity in the income of subsidiaries                    |  |                                       | 88.4    |   |                       |   | 22.1    |                           |  |   |             |   |  |              | (110.5   | ) |  |   |        |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net income (loss)                                       |  | $                                     | 51.3    |   |                       | $ | 87.3    |                           |  | $ | 23.2         |   |  | $            | (110.5   | ) |  | $ | 51.3    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                        | 
|                                                        |  | 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    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                        | 
|                                                        |  | Nine months ended September 30, 2006  |        
|(in millions)                                           |  | Parent                                |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Net sales                                               |  | $                                     |        |   |                       | $ | 2,085.1 |                           |  | $ | 847.8        |   |  | $            | (146.1   | ) |  | $ | 2,786.8 |  
|Costs and expenses                                      |  |                                       | 51.7    |   |                       |   | 1,898.4 |                           |  |   | 767.2        |   |  |              | (146.1   | ) |  |   | 2,571.2 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Operating (loss) earnings                               |  |                                       | (51.7   | ) |                       |   | 186.7   |                           |  |   | 80.6         |   |  |              |         |   |  |   | 215.6   |  
|Other expense, net                                      |  |                                       | 93.6    |   |                       |   | 26.1    |                           |  |   | 25.6         |   |  |              |         |   |  |   | 145.3   |  
|Equity in the income of subsidiaries                    |  |                                       | 215.6   |   |                       |   | 52.4    |                           |  |   |             |   |  |              | (268.0   | ) |  |   |        |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net income (loss)                                       |  | $                                     | 70.3    |   |                       | $ | 213.0   |                           |  | $ | 55.0         |   |  | $            | (268.0   | ) |  | $ | 70.3    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                       
|Condensed Consolidating Balance Sheets                  | 
|                                                        | 
|                                                        |  | As of September 30, 2007              |        
|(in millions)                                           |  | Parent                                |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Assets                                                  |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current assets                                          |  | $                                     | 46.5    |   |                       | $ | 933.3   |                           |  | $ | 1,762.9      |   |  | $            | (0.9     | ) |  | $ | 2,741.8 |  
|Investment in subsidiaries                              |  |                                       | 4,326.8 |   |                       |   | 470.9   |                           |  |   |             |   |  |              | (4,797.7 | ) |  |   |        |  
|Non-current assets                                      |  |                                       | 99.9    |   |                       |   | 2,690.6 |                           |  |   | 685.0        |   |  |              | (130.7   | ) |  |   | 3,344.8 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total assets                                            |  | $                                     | 4,473.2 |   |                       | $ | 4,094.8 |                           |  | $ | 2,447.9      |   |  | $            | (4,929.3 | ) |  | $ | 6,086.6 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Liabilities and stockholders equity                    |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current liabilities                                     |  | $                                     | 142.4   |   |                       | $ | 457.8   |                           |  | $ | 777.7        |   |  | $            |         |   |  | $ | 1,377.9 |  
|Non-current liabilities                                 |  |                                       | 2,782.9 |   |                       |   | 111.4   |                           |  |   | 398.1        |   |  |              | (131.6   | ) |  |   | 3,160.8 |  
|Stockholders equity                                    |  |                                       | 1,547.9 |   |                       |   | 3,525.6 |                           |  |   | 1,272.1      |   |  |              | (4,797.7 | ) |  |   | 1,547.9 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total liabilities and stockholders equity              |  | $                                     | 4,473.2 |   |                       | $ | 4,094.8 |                           |  | $ | 2,447.9      |   |  | $            | (4,929.3 | ) |  | $ | 6,086.6 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                        | 
|                                                        |  | As of December 31, 2006               |        
|(in millions)                                           |  | Parent                                |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Assets                                                  |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current assets                                          |  | $                                     | 140.6   |   |                       | $ | 725.7   |                           |  | $ | 698.2        |   |  | $            | (0.8     | ) |  | $ | 1,563.7 |  
|Investment in subsidiaries                              |  |                                       | 2,900.0 |   |                       |   | 369.9   |                           |  |   |             |   |  |              | (3,269.9 | ) |  |   |        |  
|Non-current assets                                      |  |                                       | 99.9    |   |                       |   | 2,565.4 |                           |  |   | 130.6        |   |  |              | (477.0   | ) |  |   | 2,318.9 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total assets                                            |  | $                                     | 3,140.5 |   |                       | $ | 3,661.0 |                           |  | $ | 828.8        |   |  | $            | (3,747.7 | ) |  | $ | 3,882.6 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Liabilities and stockholders equity                    |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current liabilities                                     |  | $                                     | 78.0    |   |                       | $ | 439.4   |                           |  | $ | 206.7        |   |  | $            |         |   |  | $ | 724.1   |  
|Non-current liabilities                                 |  |                                       | 1,805.1 |   |                       |   | 341.8   |                           |  |   | 232.0        |   |  |              | (477.8   | ) |  |   | 1,901.1 |  
|Stockholders equity                                    |  |                                       | 1,257.4 |   |                       |   | 2,879.8 |                           |  |   | 390.1        |   |  |              | (3,269.9 | ) |  |   | 1,257.4 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total liabilities and stockholders equity              |  | $                                     | 3,140.5 |   |                       | $ | 3,661.0 |                           |  | $ | 828.8        |   |  | $            | (3,747.7 | ) |  | $ | 3,882.6 |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                       
|Condensed Consolidating Statements of Cash Flows        | 
|                                                        |  | 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, 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 (decrease) increase 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   |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                        | 
|                                                        |  | Nine months ended September 30, 2006  |        
|(in millions)                                           |  | Parent                                |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Net cash provided by (used in) operating activities     |  | $                                     | (119.4  | ) |                       | $ | 46.3    |                           |  | $ | 100.9        |   |  | $            |         |   |  | $ | 27.8    |  
|Financing activities:                                   |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net change in short-term debt                           |  |                                       | 182.1   |   |                       |   |        |                           |  |   | (2.0         | ) |  |              |         |   |  |   | 180.1   |  
|Proceeds (payments) from (to) intercompany transactions |  |                                       | 63.3    |   |                       |   | 10.2    |                           |  |   | (73.5        | ) |  |              |         |   |  |   |        |  
|Payments on long-term debt                              |  |                                       | (62.5   | ) |                       |   | (0.5    | )                         |  |   |             |   |  |              |         |   |  |   | (63.0   | )
|Issuance (repurchase) of common stock, net              |  |                                       | (46.1   | ) |                       |   |        |                           |  |   |             |   |  |              |         |   |  |   | (46.1   | )
|Other                                                   |  |                                       | 3.4     |   |                       |   | (0.4    | )                         |  |   | (0.6         | ) |  |              |         |   |  |   | 2.4     |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash provided by (used in) financing activities     |  |                                       | 140.2   |   |                       |   | 9.3     |                           |  |   | (76.1        | ) |  |              |         |   |  |   | 73.4    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Investing Activities:                                   |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Additions to property, plant and equipment              |  |                                       | (0.2    | ) |                       |   | (38.6   | )                         |  |   | (9.1         | ) |  |              |         |   |  |   | (47.9   | )
|Acquisition of business, net of cash acquired           |  |                                       | (198.0  | ) |                       |   | (11.1   | )                         |  |   |             |   |  |              |         |   |  |   | (209.1  | )
|Other                                                   |  |                                       |        |   |                       |   | 0.8     |                           |  |   |             |   |  |              |         |   |  |   | 0.8     |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash (used in) investing activities                 |  |                                       | (198.2  | ) |                       |   | (48.9   | )                         |  |   | (9.1         | ) |  |              |         |   |  |   | (256.2  | )
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Effect of exchange rate changes on cash                 |  |                                       |        |   |                       |   |        |                           |  |   | 0.8          |   |  |              |         |   |  |   | 0.8     |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net (decrease) increase in cash and cash equivalents    |  |                                       | (177.4  | ) |                       |   | 6.7     |                           |  |   | 16.5         |   |  |              |         |   |  |   | (154.2  | )
|Cash and cash equivalents at beginning of period        |  |                                       | 184.5   |   |                       |   | (4.6    | )                         |  |   | 57.2         |   |  |              |         |   |  |   | 237.1   |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Cash and cash equivalents at end of period              |  | $                                     | 7.1     |   |                       | $ | 2.1     |                           |  | $ | 73.7         |   |  | $            |         |   |  | $ | 82.9    |  
|                                                        |  |                                       |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  

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.







19



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##### Table of Contents

|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 Securities and Exchange Commission. Please see the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 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

Branded Consumables

In the Branded Consumables segment, the Company manufactures or 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, paintbrushes, childrens card games, clothespins, collectible tins, firelogs and firestarters, home safety
equipment, home canning jars, jar closures, kitchen matches, other craft items, plastic cutlery, playing cards and accessories, rope, cord and twine, storage and workshop accessories, toothpicks and other accessories marketed 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.

Consumer Solutions

In the Consumer Solutions segment, the Company manufactures or sources, markets and distributes and licenses rights
to an array of innovative consumer products that are designed to improve consumers lives by enhancing sleep, health, personal care, cooking and other daily necessities with leading products such as coffeemakers, bedding, home vacuum packaging
machines, heating pads, slow cookers, air cleaning products, fans and heaters and personal and animal grooming products, as well as related consumable products. The Company sells kitchen products under the well-known Crock-Pot®, FoodSaver®, Mr. Coffee®, Oster®, Rival®, Seal-a-Meal®, Sunbeam®,
VillaWare® and White Mountain® brand names. Personal care and grooming products are sold under the Health o meter®, Oster® and Sunbeam® brand names. The Companys portable air
cleaning products are sold under Bionaire® and Harmony® brand names, and its fans and heaters are sold under the Holmes® and Patton® brand names.

Outdoor Solutions

In the Outdoor Solutions segment, the Company
manufactures or sources, markets and distributes consumer leisure products worldwide for use outside the home or away from the home. The Company sells products for camping, backpacking, tailgating, backyard grilling, fishing and other outdoor
activities under the Campingaz ®, Coleman®, Abu Garcia®, Berkley®, Fenwick®, Gulp® Mitchell®, Sevenstrand®, Spiderwire®, Stren®
and Trilene®.

As a result of the
Acquisition on August 8, 2007 the Company sells under the Outdoor Solutions Segment a diversified mix of products that are used primarily in team and individual sports and activities such as fishing, water sports, baseball, softball, alpine and
nordic skiing, snowboarding and in-line skating. The Company sells fishing equipment, under well known brand names such as All Star®, JRC TM, Penn®, Pflueger®, Shakespeare®, Ugly Stik®, and Xtools®. Baseball, softball, football, basketball and lacrosse products



20



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##### Table of Contents

are sold under brand names such as deBeer®, Gait by deBeerTM, Miken®, Rawlings® and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as AtlasTM, K2®, Karhu®, Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl® and
5150®. The Company also sells high performance technical outdoor apparel and equipment under brand names such as Ex Officio® and
Marmot®.

Process Solutions

The Process Solutions segment consists primarily of our plastic consumables business, which manufactures, markets and distributes a wide variety of plastic products,
including jar closures, contact lens packaging, monofilament, plastic cutlery, refrigerator door liners, medical disposables and rigid packaging, and our zinc strip business, which is the largest producer of zinc strip and fabricated zinc products
such as coinage blanks for the U.S. Mint, Royal Canadian Mint, and international markets.

Acquisitions

2007 Activity

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 $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 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 cash and Jarden common stock issued in the transaction has a combined value of
$14.72 per K2 share, which was calculated using the average of the closing stock price of a share of Jarden common stock on the NYSE during the five-day trading period ending two trading days after the date that the number of shares of Jarden common
stock to be received by K2 stockholders was finalized, which was August 6, 2007. The total purchase price of $773 million, which is net of cash acquired, also includes: the purchase of K2 share-based awards for $22.7 million, the Companys
investment in K2 prior to the acquisition of $31.1 million; debt make-whole premiums of $15.4 million and other fees and consideration totaling $16.5 million. In connection with the Acquisition the Company repaid certain of K2s debt, including
accrued interest and the aforementioned make-whole premiums for approximately $341 million. 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 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.

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 (subject to adjustment as provided therein). In addition to the upfront purchase price, a contingent purchase price payment based on the future financial performance of the acquired business may be paid. The Pure
Fishing acquisition is consistent with the Companys strategy of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Pure Fishing will be included in the Companys Outdoor Solutions segment
from the acquisition date.

2006 Activity

After
the first quarter 2006, the Company completed four acquisitions that by nature are complementary to the Companys core businesses and from an accounting standpoint were not significant individually or in the aggregate. Hereafter, these
acquisitions are referred to as tuck-in acquisitions. Of these tuck-in acquisitions, three were included in the Branded Consumables segment and one was included in the Consumer Solutions segment.

Results of OperationsComparing 2007 to 2006



|                             |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|---------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                             |  | Net Sales                        |        
|                             |  | Three months ended September 30, |         |   | Nine months ended September 30, |  
|                             |  | 2007                             |         |   | 2006                            |   |         | 2007 |  |   | 2006    |  
|                             |  | (in millions)                    |        
|Branded Consumables          |  | $                                | 213.5   |   |                                 | $ | 221.9   |      |  | $ | 588.8   |   |  | $ | 583.2   |  
|Consumer Solutions           |  |                                  | 540.1   |   |                                 |   | 540.7   |      |  |   | 1,264.5 |   |  |   | 1,251.7 |  
|Outdoor Solutions            |  |                                  | 498.4   |   |                                 |   | 208.4   |      |  |   | 1,128.4 |   |  |   | 768.4   |  
|Process Solutions            |  |                                  | 86.7    |   |                                 |   | 79.1    |      |  |   | 260.7   |   |  |   | 235.2   |  
|Intercompany eliminations(1) |  |                                  | (16.5   | ) |                                 |   | (17.0   | )    |  |   | (49.2   | ) |  |   | (51.7   | )
|                             |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|                             |  | $                                | 1,322.2 |   |                                 | $ | 1,033.1 |      |  | $ | 3,193.2 |   |  | $ | 2,786.8 |  
|                             |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  

---

|(1) | Intersegment sales are recorded at cost plus an agreed upon intercompany profit on
intersegment sales.
|--- | ------------------------------------------------------------------------------------------------------



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Three Months Ended September 30 2007 versus the Three Months Ended September 30, 2006

Net sales for the three months ended September 30, 2007 increased $289.1 million, or 28.0%, to $1.3 billion versus the same period in the prior year. The overall
increase in net sales was primarily due to the acquisitions of K2 and Pure Fishing. Aggressive inventory management by certain major customers and soft consumer discretionary spending in the non-specialty channels negatively affected domestic sales.
This was offset by increased demand internationally and with specialty domestic retailers. Net sales in the Outdoor Solutions segment increased $290 million primarily as a result of the K2 and Pure Fishing acquisitions. Net sales in the Consumer
Solutions segment were consistent with the same period in the prior year as the favorable impact of new product introductions and improved pricing primarily in Latin America were offset by weakness in domestic sales. The Process Solutions segment
grew net sales approximately 9.4% on a year over year basis, primarily due to the inclusion of the K2 monofilament business and the impact of cost increases in zinc compared to 2006. Net sales in the Branded Consumables segment decreased
approximately 3.8% and was primarily due to decreased consumer discretionary spending, primarily at domestic home improvement retailers.

Cost of sales
increased $226.5 million to $994.4 million for the three months ended September 30, 2007 versus the same period in the prior year, primarily due to the acquisitions of K2 and Pure Fishing, the increase in sales volume both organically and from
2006 acquisitions and the inclusion of a $45.3 million ($3.9 million in 2006) charge 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 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,
2007 and 2006 was 75.2% and 74.3%, respectively (71.8% and 74.0%, respectively excluding the charge for the elimination of manufacturers profit in inventory). The improved margins are primarily due to favorable product mix, price increases,
the benefit of integration related activities and improved operating efficiencies.

Selling, general and administrative expenses increased $83.2 million to
$239.2 million for the three months ended September 30, 2007 versus the same period in the prior year. The increase was primarily due to acquisitions and the incremental non-cash stock based compensation expense.

Reorganization and acquisition-related integration costs, net, increased $3.5 million to $11.0 million for the three months ended September 30, 2007 versus the same
period in the prior year. These charges primarily relate to the ongoing integration-related activities as the Company rationalizes its manufacturing and administrative platforms principally as a result of acquisitions in prior years.

Net interest expense increased by $13.4 million for the three months ended September 30, 2007 versus the same prior year period. This increase was principally due
to higher levels of outstanding debt versus the same prior year period, partially offset by a decrease in the weighted average interest rate to 7.0% in 2007 versus 7.6% in 2006.

The Companys tax rate for the three months ended September 30, 2007 and 2006 was approximately 38.5% and 28.9%, respectively. The lower 2006 rate is principally due to a $5.5 million tax benefit recorded
during the three months ended September 30, 2006 in association with the internal legal reorganization of the domestic Consumer Solutions businesses. The 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, 2007 decreased $30.1 million to $21.2 million versus the same period in the prior year. For the three months ended September 30, 2007 diluted earnings per share were $0.28 versus diluted earnings
per share of $0.78 for the three months ended September 30, 2006. The decrease in net income is primarily due to the following charges recorded during the three months ended September 30, 2007: the purchase accounting adjustment for the
elimination of manufacturers profit in inventory ($45.3 million) and incremental non-cash stock based compensation expense ($9.7 million), incremental 2007 earnings resulting from volume increases due to both acquisitions and improved gross
margins.

Nine months ended September 30 2007 versus the Nine months ended September 30, 2006

Net sales for the nine months ended September 30, 2007 increased $406.4 million, or 14.6%, to $3.2 billion versus the same period in the prior year. The overall
increase in net sales was primarily due to the acquisitions of K2 and Pure Fishing. Net sales in the Outdoor Solutions segment increased $360.0 million primarily as a result of the K2 and Pure Fishing acquisitions. Net sales in the Consumer
Solutions segment increased only slightly, which was primarily driven by increased demand and improved pricing in Latin America, offset by weakness in domestic sales. The Process Solutions segment grew 10.8% on a year over year basis, primarily due
to the inclusion of the K2 monofilament business and the impact of cost increases in zinc compared to 2006. Net sales in the Branded Consumables segment increased only slightly, which is mainly due to decreased consumer discretionary spending,
primarily at domestic home improvement retailers.

Cost of sales increased $297.2 million to $2.4 billion for the nine months ended September 30, 2007
versus the same period in the prior year, primarily due to the increase in sales volume both organically and from acquisitions and the inclusion of a $72.4 million



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charge 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, 2007 and 2006 was 75.2% and 75.5%, respectively (72.9% and 75.3%, respectively excluding the charge for the elimination of manufacturers
profit in inventory). The improved margins are primarily due to favorable product mix, price increases, the benefit of integration related activities and improved operating efficiencies.

Selling, general and administrative expenses increased $136.1 million to $581.0 million for the nine months ended September 30, 2007 versus the same period in the prior year. The increase was primarily due to
acquisitions, incremental non-cash stock based compensation expense and increased advertising, marketing and product development costs to support higher sales volume.

Reorganization and acquisition-related integration costs, net, increased $7.0 million to $29.5 million for the nine months ended September 30, 2007 versus the same period in the prior year. These charges
primarily relate to the ongoing integration-related activities as the Company rationalizes its manufacturing and administrative platforms principally as a result of acquisitions in prior years.

Net interest expense increased by $17.2 million for the nine months ended September 30, 2007 versus the same prior year period. This increase was principally due to
higher levels of outstanding debt versus the same prior year period, partially offset by a $3.3 million increase in interest income primarily generated from our cash on hand as a result of the February 2007 debt refinancing (discussed hereafter in
the Capital Resources section). The weighted average interest rate for the nine months ended September 30, 2007 decreased to 7.0% from 7.3% from the same prior year period.

The Companys tax rate for the nine months ended September 30, 2007 and 2006 was approximately 39.7% and 46.8%, respectively. The higher 2006 rate results
principally from a $13.6 million net tax charge recorded during the nine months ended September 30, 2006 in association with the internal legal reorganization of the domestic Consumer Solutions businesses. 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, 2007 decreased $31.0 million to $39.3 million versus the same period in the prior year. For the nine months ended September 30, 2007 diluted earnings per
share were $0.54 versus diluted earnings per share of $1.07 for the nine months ended September 30, 2006. The change in net income is primarily due to the following charges recorded during the nine months ended September 30, 2007: purchase
accounting adjustments for the elimination of manufacturers profit in inventory ($72.4 million); incremental non-cash stock based compensation expense ($17.1 million) and a $15.7 million loss on the early extinguishment of debt, partially
offset by 2007 incremental earnings resulting from volume increases due to both acquisitions and improved gross margins, combined with the $13.6 million tax charge recorded during the nine months ended September 30, 2006

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 as of September 30,
2007, provide sufficient liquidity to support working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration programs, and servicing debt obligations.

Net cash provided by operating activities was $23.3 million and $27.8 million for the nine months ended September 30, 2007 and 2006, respectively. The expected
favorable impact on cash flow from operations resulting from acquisitions has not yet manifested itself due to the seasonality of certain businesses and the related impact on the timing of the collection of receivables.

Net cash provided by financing activities was $874 million and $73.4 million for the nine months ended September 30, 2007 and 2006, respectively. The change is
primarily due to the issuance of long-term debt during the first and third quarters of 2007 which resulted in approximately $1.3 billion of proceeds; the repurchase of two million shares of the Companys common stock for $50 million in 2006;
partially offset by approximately $710 million in long-term debt payments in 2007.

Net cash used in investing activities was $941 million versus $256
million for the nine months ended September 30, 2007 and 2006, respectively. Cash used for the acquisition of businesses for the nine months ended September 30, 2007 increased approximately $697 million over the same period in 2006 due to
the aforementioned acquisitions of K2 and Pure Fishing. For the nine months ended September 30, 2007, capital expenditures were $55.4 million versus $47.9 million for the same period in 2006. The Company has historically maintained capital
expenditures at less than 2% of net sales and expects that capital expenditures for 2007 will be consistent with this threshold.



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CAPITAL RESOURCES

In
connection with the Acquisition the Company incurred approximately $891 million of additional debt from its Senior Credit Facility and its Securitization Facility, increased its revolving loan commitment by $25 million to a total of $225 million and
amended the Securitization Facility to include additional domestic entities. The additional debt is primarily comprised of the following: an incremental term loan (Term Loan B3) of $700 million that matures in 2012 and bears interest at LIBOR plus
250 basis points; and $185 million under the Securitization Facility.

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. Additionally, the Company repaid certain of K2s
debt, including accrued interest and make-whole premiums for approximately $341 million.

During
February 2007, the Company completed a registered public offering for $650 million aggregate principal amount of 71/2% Senior Subordinated Notes due 2017 (the Senior Notes) and received net proceeds of approximately $637 million. Of these proceeds, approximately $195 million was used to purchase all of the principal amount outstanding
of the Companys 93/4% Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) plus
the tender premium and accrued interest. As a result of the purchase of Senior Subordinated Notes, the Company recorded a $15.3 million loss on the extinguishment of debt for the nine months ended September 30, 2007. This loss is primarily
comprised of a $10.1 million tender premium; a loss of $4.5 million related to the termination of $105 million notional amount of interest rate swaps that were designated as fair value hedges against the Senior Subordinated Notes; the write off of
$3.7 million of deferred debt issuance costs; and the recognition of $3.7 million of deferred gains that resulted from previously terminated interest rate swaps.

Effective February 13, 2007, the Company amended its Senior Credit Facility to: allow for the aforementioned purchase of the Senior Subordinated Notes; reduce applicable margins on term and revolver borrowings;
add the ability of the Company to enter into additional incremental term loans not to exceed in aggregate, $750 million, which includes the ability to increase its revolving loan commitments in an aggregate principal amount not to exceed $150
million; appoint a new administrative agent; and modify certain of its restrictive and financial covenants, among other things.

In connection with the
aforementioned Pure Fishing acquisition completed on April 6, 2007, the Company issued 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 (subject to certain adjustments contained therein).

At September 30, 2007, there was $66 million outstanding
under the revolving credit portion of the Senior Credit Facility. At September 30, 2007, net availability under the Senior Facility was $128 million, after deducting $30.8 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, 2007, the annual commitment fee on unused balances was 0.375%.

On August 28, 2006, the Company completed a $250 million receivable purchase agreement, which is subject to annual renewal, bears interest at a margin over the commercial paper rate and is accounted for as a borrowing. Under this
agreement, substantially all of the Companys Outdoor Solutions and Consumer Solutions 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 is
reflected as a short-term borrowing on the Companys balance sheet because the term of the loan agreement, subject to annual renewals, runs until August, 2008. The facility will be drawn upon and repaid as needed to fund general corporate
purposes. The initial proceeds were used to fund a portion of the acquisition of the firelog and firestarter business of Conros Corporation, Conros International Ltd., and Java Logg Global Corporation. In contemplation of this securitization
transaction, the Company executed an amendment to its Senior Credit Facility, dated August 23, 2006, which permitted the securitization facility, among other things. As of September 30, 2007 the Companys securitization facility was
fully utilized with outstanding borrowings totaling $250 million, including the $185 million described above in connection with the Acquisition. The Company is required to pay commitment fees of 0.25% per annum on any unused balance of the $250
million securitization facility.

Certain foreign subsidiaries of the Company maintain working capital lines of credits with their respective local
financial institutions for use in operating activities. At September 30, 2007, the aggregate amount available under these lines of credit totaled approximately $114 million.

The Company was not in default of any of its debt covenants as of September 30, 2007.

The Company maintains cash
balances which at times may be significant, at various international subsidiaries. At September 30, 2007, approximately $26 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.



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In November 2006, the Company completed an equity offering which included four million newly issued shares of common
stock that resulted in net proceeds to the Company of approximately $139 million. The proceeds were used to pay down outstanding loans under its senior credit facility and securitization borrowings.

Risk Management

From time to time the Company enters into derivative
transactions to hedge its exposures to interest rate and foreign currency 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.

During September 2007, the Company entered into an additional $200 million notional amount swap agreement that exchanges variable interest rates (LIBOR) for a 4.8% fixed
rate of interest over the term of the agreement, which matures in September 2010. The Company has designated this swap as cash flow hedge of the interest rate risk attributable to forecasted variable interest (LIBOR) payments. Also during September
2007, the Company received $0.5 million in proceeds for the termination of a $150 million notional amount fixed rate swap that was designated as an effective cash flow hedge of the interest rate risk attributable to forecasted variable interest.
This gain has been deferred and is being amortized over the remaining life of the terminated swap as a credit to interest expense. During October 2007, the Company entered into an additional $150 million notional amount swap agreement that exchanges
variable interest rates (LIBOR) for a 4.647% fixed rate of interest over the term of the agreement, which matures in September 2009

As a result of the
Pure Fishing acquisition, the Company became a counterparty to an additional $100 million notional amount in swap agreements that exchange variable interest rates (LIBOR) for fixed rates of interest over the term of the agreements. At
September 30, 2007, the weighted average fixed rate of interest and weighted average remaining term of these swaps was 3.95% and 1.4 years, respectively. These swaps are not designated as effective hedges. Fair market value gains or losses are
included in the results of operations. The fair market value of these swaps was an asset of $0.6 million at September 30, 2007.

Aside from the
contracts acquired in connection with the Pure Fishing acquisition, at September 30, 2007, the Company had $775 million of notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates
over the terms of the agreements. These swaps 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 $6.0 million at September 30, 2007.

At September 30, 2007, the Company had a $41.5 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 September 30, 2007 was a liability of $7.7 million, with a corresponding offset to long-term debt.

At September 30, 2007, the Company had outstanding approximately $45 million notional amount of foreign currency contracts that were acquired in connection with the acquisitions of K2 and Pure Fishing. These
foreign currency contracts, which are not designated as effective hedges, have maturity dates through 2008. Fair market value gains or losses are included in the results of operations. The fair market value of these foreign currency contracts was a
liability of $1.0 million at September 30, 2007.

Aside from the contracts acquired in connection with the acquisitions of K2 and Pure Fishing, at
September 30, 2007, the Company had approximately $166 million notional amount of foreign currency contracts outstanding. The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash
flows related to forecasted inventory purchases. At September 30, 2007, all such foreign currency contracts are designated as cash flow hedges of forecasted inventory purchases. The effective portion of the gains or losses on these derivatives
are deferred as a component of accumulated other comprehensive income and are recognized in earnings at the same time that the hedged item affects earnings and are included in the same caption in the statements of income as the underlying hedged
item. At September 30, 2007, the fair market value of the foreign currency contracts designated as cash flow hedges was a liability of $6.5 million.



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

In
general, business enterprises can be exposed to market risks including fluctuations in commodity prices, foreign currency values, and interest rates that can affect the cost of operating, investing and financing. The Companys exposures to
these risks are low. The Companys plastic consumables business purchases resin from regular commercial sources of supply and, in most cases, multiple sources. The supply and demand for plastic resins is subject to cyclical and other market
factors. With many of our external customers, we have the ability to pass through price increases with an increase in our selling price and certain of our external customers purchase the resin used in products we manufacture for them. The
Companys zinc business has sales arrangements with a majority of its customers such that sales are priced either based upon supply contracts that provide for fluctuations in the price of zinc to be passed on to the customer or are conducted on
a tolling basis whereby customers supply zinc to the Company for processing. Such arrangements as well as the zinc business utilizing forward buy contracts reduce the exposure of this business to changes in the price of zinc.

The Company manages its interest rate and foreign currency exposures through the use of derivative financial instruments. For a further discussion see Item 2 of
Part I under Liquidity and Capital Resources.



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

As required by Rule 13a-15(b) of 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 control 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 K2, a publicly traded company. The Company will exclude K2s internal controls over financial
reporting for fiscal year 2007 from its assessment of and conclusion on the effectiveness of its internal controls over financial reporting.

On
April 6, 2007, the Company completed the acquisition of Pure Fishing, a privately held company. The Company will exclude Pure Fishings internal controls over financial reporting for fiscal year 2007 from its assessment of and conclusion
on the effectiveness of its internal controls over financial reporting.



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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 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. The
Company or various of its 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 accrued 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 the Company and various of its subsidiaries could be a PRP, information relating to the exact nature and extent of the
contamination at each 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, 2007.

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 upon the Companys consolidated financial position, results of operations or cash
flows.

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.



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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. No class has been certified in the actions.

The lead
plaintiffs filed an amended consolidated complaint on August 25, 2006 naming the Company, Consumer Solutions 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. Defendants answered the amended consolidated complaint on July 10, 2007. On September 5, 2007, the court granted
Defendants motion for reconsideration, but reaffirmed its May 31, 2007 denial of Defendants motion to dismiss. On September 10, 2007, Plaintiffs moved for class certification. Defendants opposition to plaintiffs
motion for class certification is due on November 7, 2007.

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 is named as a nominal defendant. The complaint alleges, 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 seeks 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 has been fully briefed, but the Court has not yet issued a decision.

These actions are 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 these actions.

Intellectual Property

In connection with K2s acquisition of substantially all of the assets of Miken
Composites, L.L.C. (Miken), a business engaged in the design, selling and distribution of composite softball bats and softball-related products and accessories in the fourth quarter of 2004, K2



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assumed the post-acquisition damages, if any, relating to a patent lawsuit in the U.S. District Court for the District of Minnesota. In this patent lawsuit,
Miken Composites L.L.C. v. Wilson Sporting Goods Co., Miken commenced an action in April 2002 seeking a declaration that a line of softball bats manufactured by Miken does not infringe a particular patent owned by Wilson Sporting Goods Co.
(Wilson). In response, Wilson counterclaimed for patent infringement seeking compensatory damages and a permanent injunction against Miken as the manufacturer and distributor of the allegedly infringing bats.

On August 10, 2006, the Minnesota Court issued an order granting summary judgment of non-infringement to Miken as to all of the accused softball bats, but held that
Wilsons patent was valid. Wilson appealed this decision on September 7, 2006.

The outcome of this matter cannot be predicted. Although each of
K2 and Miken believes that Miken has meritorious defenses to Wilsons counterclaims, in the event that Miken does not prevail, it is expected that Wilson would take action against K2 for alleged acts of infringement arising after the
acquisition of Mikens assets by K2. It is further expected, that Wilson would seek the same remedies against K2 that it is currently seeking against Miken, namely compensatory damages and an injunction against the manufacture and sale of
allegedly infringing bats.

Sale of K2 Inc. to Jarden Corporation

On July 30, 2007, K2 announced that it and the City of Roseville Employees Retirement System, on behalf of itself and all others similarly situated, agreed to a settlement in principle of the pending
litigation in the Superior Court of the State of California brought by the City of Roseville Employees Retirement System relating to the acquisition of K2 by the Company. The material terms of the settlement included K2s agreement to
make certain disclosures regarding the transaction, which disclosures K2 made in its proxy materials sent to shareholders and reports filed with the SEC. Pursuant to the settlement, K2 and the Company also amended the merger agreement to reduce from
$27.5 million to $24 million the termination fee that would have been payable by K2 to the Company under certain circumstances in the event that the merger agreement had been terminated. The settlement includes full releases of all the defendants.
The settlement is subject to approval of the California Superior Court where the case is pending. A companion case brought by Steamfitters Local 449 Pension & Retirement Security Funds has been dismissed.

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 and intends to defend itself, by among other things, seeking contribution from other shareholders of this
corporation. At this time, K2 is seeking information related to this matter. In accordance with SFAS No. 5,Accounting for Contingencies, the Company has not recorded a liability related to this matter as it is not probable
and estimable at this time.



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

There has not been any material change in the
risk factors disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.



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

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



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.1     |  | Agreement and Plan of Merger dated as of April 24, 2007 among the Company, K2 Merger Sub, Inc. and K2 Inc. (filed as Exhibit 2.1 to the Companys Current Form on 8-K, filed with the
Commission on April 27, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|2.2     |  | Amendment No. 1 to Agreement and Plan of Merger, dated as of July 30, 2007, by and among Jarden Corporation, K2 Merger Sub, Inc. and K2 Inc. (filed as Exhibit 2.1 to the Companys Current
Form on 8-K, filed with the Commission on August 1, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|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     |  | Bylaws of the Company (filed as Exhibit C to the Companys Definitive Proxy Statement, filed with the Commission on November 26, 2001, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|*4.1    |  | Fourth Supplemental Indenture to the 2007 Indenture, dated as of July 6, 2007, among the Company, the Guarantors named therein and The Bank of New York, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 
|10.1    |  | Amendment No. 8 to Credit Agreement, dated as of August 8, 2007, among Jarden Corporation, Lehman Commercial Paper, Inc., as administrative agent, Citicorp USA, Inc., as syndication agent, and
each incremental lender identified on the signature pages thereto (filed as Exhibit 10.1 to the Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|10.2    |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.2 to the Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by reference
herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|10.3    |  | Amended and Restated Loan Agreement, dated as of August 8, 2007, by and among Jarden Corporation, as initial servicer, Jarden Receivables, LLC, as borrower, Three Pillars Funding, LLC, as
lender, and SunTrust Robinson Humphrey, Inc., as administrative agent (filed as Exhibit 10.3 to the Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|10.4    |  | Amended and Restated Receivables Contribution and Sales Agreement, dated as of August 8, 2007, by and among Earth Products, Inc., JT Sports, LLC, K-2 Corporation, K-2 International, Inc., K-2
Internet Company, LLC, K2 Snowshoes, Inc., Ride Manufacturing, Inc, Sitca Corporation, Marmot Mountain, LLC, Sports Recreation Company Ltd., Rawlings Sporting Goods Company, Inc., Shakespeare Industries, Inc., Penn Fishing Tackle Mfg. Co., Sea
Striker Inc., Shakespeare All Star Acquisition LLC, Shakespeare Company, LLC, Shakespeare Conductive Fibers, LLC, Sevca, LLC, SMCA, Inc., Stearns Inc., Hearthmark, LLC, Pure Fishing, Inc., The United States Playing Card Company, Pine Mountain
Corporation, The Coleman Company, Inc., Sunbeam Products, Inc., as originators, and Jarden Receivables, LLC, as buyer (filed as Exhibit 10.4 to the Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by
reference herein).
|        | 
|10.5    |  | Amended and Restated Lender Note, dated as of August 8, 2007, executed by Jarden Receivables, LLC, as borrower, in favor of Three Pillars Funding, LLC, as lender (filed as Exhibit 10.5 to the
Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|10.6    |  | Performance Undertaking, dated as of August 8, 2007, executed by Jarden Corporation, as performance guarantor, in favor of Jarden Receivables LLC, as beneficiary (filed as Exhibit 10.6 to the
Companys Current Form on 8-K, filed with the Commission on August 14, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|*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: November 5, 2007



JARDEN CORPORATION (Registrant)By:

/s/ Richard T. SansoneName:

Richard T. SansoneTitle:

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




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##### Table of Contents

EXHIBIT INDEX



|      |  |                                                                                                                                                                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*4.1  |  | Fourth Supplemental Indenture to the 2007 Indenture, dated as of July 6, 2007, among the Company, the Guarantors named therein and The Bank of New York, as Trustee.
|      | 
|*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
|- | --------------



32