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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q



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

For the quarterly period ended June 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

Jarden
Corporation



|                       |  |                        |  |                          
|---------------------- |  | ---------------------- |  | -------------------------
|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

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 July 23, 2007
|Common Stock, par value $ 0.01 per share |  | 71,938,626 shares           



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JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three and six months ended June 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 six months ended June 30, 2007 and 2006 |  | 3          
|         |  | Condensed Consolidated Balance Sheets at June 30, 2007 and December 31, 2006                          |  | 4          
|         |  | Condensed Consolidated Statements of Cash Flows for the six months ended June 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                                                                                          |  |            
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                   |  | 28         
|Item 6.  |  | Exhibits                                                                                              |  | 28         



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PART I. FINANCIAL INFORMATION



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

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per
share amounts)



|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------ | - | ----- |  | ---- | ------- |  | - | -------
|                                                              |  | Three months endedJune 30, |         | Six months endedJune 30,
|                                                              |  | 2007                       |         | 2006                     |   | 2007  |  | 2006
|Net sales                                                     |  | $                          | 1,050.1 |                          | $ | 962.0 |  | $    | 1,871.0 |  | $ | 1,753.7
|Cost of sales                                                 |  |                            | 787.0   |                          |   | 729.9 |  |      | 1,406.6 |  |   | 1,335.9
|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|Gross profit                                                  |  |                            | 263.1   |                          |   | 232.1 |  |      | 464.4   |  |   | 417.8  
|Selling, general and administrative expenses                  |  |                            | 190.6   |                          |   | 147.1 |  |      | 341.8   |  |   | 288.9  
|Reorganization and acquisition-related integration costs, net |  |                            | 9.4     |                          |   | 5.6   |  |      | 18.5    |  |   | 15.0   
|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|Operating earnings                                            |  |                            | 63.1    |                          |   | 79.4  |  |      | 104.1   |  |   | 113.9  
|Interest expense, net                                         |  |                            | 32.7    |                          |   | 28.3  |  |      | 57.7    |  |   | 53.9   
|Loss on early extinguishment of debt                          |  |                            | 0.9     |                          |   |      |  |      | 15.7    |  |   |       
|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|Income before taxes                                           |  |                            | 29.5    |                          |   | 51.1  |  |      | 30.7    |  |   | 60.0   
|Income tax provision                                          |  |                            | 12.8    |                          |   | 37.8  |  |      | 12.6    |  |   | 41.0   
|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|Net income                                                    |  | $                          | 16.7    |                          | $ | 13.3  |  | $    | 18.1    |  | $ | 19.0   
|                                                              |  |                            |         |                          |   |       |  |      |         |  |   |        
|Earnings per share:                                           |  |                            |         |                          |   |       |  |      |         |  |   |        
|Basic                                                         |  | $                          | 0.24    |                          | $ | 0.21  |  | $    | 0.26    |  | $ | 0.29   
|Diluted                                                       |  | $                          | 0.23    |                          | $ | 0.20  |  | $    | 0.25    |  | $ | 0.29   
|Weighted average shares outstanding:                          |  |                            |         |                          |   |       |  |      |         |  |   |        
|Basic                                                         |  |                            | 69.5    |                          |   | 64.5  |  |      | 69.3    |  |   | 65.1   
|Diluted                                                       |  |                            | 71.9    |                          |   | 65.5  |  |      | 71.2    |  |   | 66.0   

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per
share data)



|                                                                                                                                  |  |              |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                  |  | June 30,2007 |         |   | December 31,2006 |  
|Assets:                                                                                                                           |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                         |  | $            | 87.7    |   |                  | $ | 202.6   |  
|Accounts receivable, net of allowances of $37.8 and $47.3 at June 30, 2007 and December 31, 2006, respectively                    |  |              | 612.9   |   |                  |   | 558.8   |  
|Inventories                                                                                                                       |  |              | 800.3   |   |                  |   | 659.2   |  
|Deferred taxes on income                                                                                                          |  |              | 98.0    |   |                  |   | 98.3    |  
|Prepaid expenses and other current assets                                                                                         |  |              | 83.2    |   |                  |   | 44.8    |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total current assets                                                                                                              |  |              | 1,682.1 |   |                  |   | 1,563.7 |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Property, plant and equipment, net                                                                                                |  |              | 380.2   |   |                  |   | 345.8   |  
|Goodwill                                                                                                                          |  |              | 1,409.1 |   |                  |   | 1,223.7 |  
|Intangibles, net                                                                                                                  |  |              | 813.1   |   |                  |   | 704.2   |  
|Other assets                                                                                                                      |  |              | 64.6    |   |                  |   | 45.2    |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total assets                                                                                                                      |  | $            | 4,349.1 |   |                  | $ | 3,882.6 |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Liabilities:                                                                                                                      |  |              |         |   |                  |   |         |  
|Short-term debt and current portion of long-term debt                                                                             |  | $            | 95.7    |   |                  | $ | 19.2    |  
|Accounts payable                                                                                                                  |  |              | 350.9   |   |                  |   | 303.3   |  
|Accrued salaries, wages and employee benefits                                                                                     |  |              | 84.5    |   |                  |   | 95.8    |  
|Taxes on income                                                                                                                   |  |              | 13.9    |   |                  |   | 14.5    |  
|Deferred consideration for acquisitions                                                                                           |  |              |        |   |                  |   | 29.4    |  
|Other current liabilities                                                                                                         |  |              | 259.8   |   |                  |   | 261.9   |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                                         |  |              | 804.8   |   |                  |   | 724.1   |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Long-term debt                                                                                                                    |  |              | 1,778.8 |   |                  |   | 1,421.8 |  
|Deferred taxes on income                                                                                                          |  |              | 249.3   |   |                  |   | 210.3   |  
|Other non-current liabilities                                                                                                     |  |              | 216.9   |   |                  |   | 269.0   |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                                 |  |              | 3,049.8 |   |                  |   | 2,625.2 |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Stockholders equity:                                                                                                             |  |              |         |   |                  |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at June 30, 2007 and December 31, 2006) |  |              |        |   |                  |   |        |  
|Common stock ($0.01 par value, 150.0 shares authorized, 72.8 shares issued at June 30, 2007 and December 31, 2006)                |  |              | 0.7     |   |                  |   | 0.7     |  
|Additional paid-in capital                                                                                                        |  |              | 1,019.0 |   |                  |   | 999.3   |  
|Retained earnings                                                                                                                 |  |              | 278.8   |   |                  |   | 261.3   |  
|Accumulated other comprehensive income                                                                                            |  |              | 34.7    |   |                  |   | 26.5    |  
|Less: Treasury stock (0.9 and 1.2 shares, at cost, at June 30, 2007 and December 31, 2006 respectively)                           |  |              | (33.9   | ) |                  |   | (30.4   | )
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total stockholders equity                                                                                                        |  |              | 1,299.3 |   |                  |   | 1,257.4 |  
|                                                                                                                                  |  |              |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                        |  | $            | 4,349.1 |   |                  | $ | 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)



|                                                                               |  |                          |        |   |      |   |        |  
|------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                               |  | Six months endedJune 30, |       
|                                                                               |  | 2007                     |        |   | 2006 |  
|Cash flows from operating activities:                                          |  |                          |        |   |      |   |        |  
|Net income                                                                     |  | $                        | 18.1   |   |      | $ | 19.0   |  
|Reconciliation of net income to net cash used in operating activities:         |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                                  |  |                          | 38.9   |   |      |   | 30.9   |  
|Other non-cash items                                                           |  |                          | 10.7   |   |      |   | 41.9   |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                          |        |   |      |   |        |  
|Accounts receivable                                                            |  |                          | 42.6   |   |      |   | (14.9  | )
|Inventory                                                                      |  |                          | (66.9  | ) |      |   | (118.7 | )
|Accounts payable                                                               |  |                          | 19.7   |   |      |   | 29.5   |  
|Other assets and liabilities                                                   |  |                          | (45.2  | ) |      |   | (51.2  | )
|                                                                               |  |                          |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                            |  |                          | 17.9   |   |      |   | (63.5  | )
|                                                                               |  |                          |        |   |      |   |        |  
|Cash flows from financing activities:                                          |  |                          |        |   |      |   |        |  
|Net change in short-term debt                                                  |  |                          | 58.7   |   |      |   | 86.5   |  
|Proceeds from issuance of long-term debt                                       |  |                          | 650.0  |   |      |   |       |  
|Payments on long-term debt                                                     |  |                          | (393.7 | ) |      |   | (60.0  | )
|Proceeds from issuance of stock, net of transaction fees                       |  |                          | 10.2   |   |      |   | 3.5    |  
|Repurchase of common stock and shares tendered for taxes                       |  |                          | (24.9  | ) |      |   | (50.0  | )
|Debt issuance and settlements costs                                            |  |                          | (31.9  | ) |      |   | (2.2   | )
|Other                                                                          |  |                          | (1.1   | ) |      |   | (0.9   | )
|                                                                               |  |                          |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                            |  |                          | 267.3  |   |      |   | (23.1  | )
|                                                                               |  |                          |        |   |      |   |        |  
|Cash flows from investing activities:                                          |  |                          |        |   |      |   |        |  
|Additions to property, plant and equipment                                     |  |                          | (37.3  | ) |      |   | (31.2  | )
|Acquisition of businesses, net of cash acquired                                |  |                          | (331.9 | ) |      |   | (54.0  | )
|Other                                                                          |  |                          | (31.2  | ) |      |   | (0.2   | )
|                                                                               |  |                          |        |   |      |   |        |  
|Net cash used in investing activities                                          |  |                          | (400.4 | ) |      |   | (85.4  | )
|                                                                               |  |                          |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                        |  |                          | 0.3    |   |      |   | 0.2    |  
|                                                                               |  |                          |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                      |  |                          | (114.9 | ) |      |   | (171.8 | )
|Cash and cash equivalents at beginning of period                               |  |                          | 202.6  |   |      |   | 237.1  |  
|                                                                               |  |                          |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                     |  | $                        | 87.7   |   |      | $ | 65.3   |  
|                                                                               |  |                          |        |   |      |   |        |  
|Supplemental cash disclosures:                                                 |  |                          |        |   |      |   |        |  
|Taxes paid                                                                     |  | $                        | 31.4   |   |      | $ | 22.0   |  
|Interest paid                                                                  |  |                          | 52.6   |   |      |   | 56.0   |  

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.

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 (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. This Statement 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 $10.3 million and $4.3 million for the three months ended June 30, 2007 and 2006, respectively, and $17.1 million and $9.7 million for the six months ended June 30, 2007 and
2006, respectively.

During 2007, the Company has granted a total of 666,160 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. Since these awards do not expire and do not contain any explicit service requirement, compensation
expense for these awards is recognized over a derived service period of 5 months.

During 2007, the other 301,160 restricted awards granted by the Company
vest primarily by achieving certain performance measures and/or rendering explicit service requirements. The weighted average grant date fair value of these awards was $41.34 with an aggregate fair value of $12.5 million. While these grants have
various service requirements through 2011, the compensation expense for these awards will be recognized over a weighted average period of approximately 10 months.



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3. Inventories

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



|                           |  |              |       |                  |   |      
|-------------------------- |  | ------------ | ----- | ---------------- | - | -----
|(in millions)              |  | June 30,2007 |       | December 31,2006
|Raw materials and supplies |  | $            | 136.5 |                  | $ | 141.8
|Work in process            |  |              | 59.1  |                  |   | 30.5 
|Finished goods             |  |              | 604.7 |                  |   | 486.9
|                           |  |              |       |                  |   |      
|Total inventory            |  | $            | 800.3 |                  | $ | 659.2
|                           |  |              |       |                  |   |      

4. Property, Plant and Equipment

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



|                                         |  |              |        |   |                  |   |        |  
|---------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|(in millions)                            |  | June 30,2007 |        |   | December 31,2006 |  
|Land                                     |  | $            | 28.2   |   |                  | $ | 25.2   |  
|Buildings                                |  |              | 142.8  |   |                  |   | 122.4  |  
|Machinery and equipment                  |  |              | 494.3  |   |                  |   | 443.3  |  
|                                         |  |              |        |   |                  |   |        |  
|                                         |  |              | 665.3  |   |                  |   | 590.9  |  
|Less: Accumulated depreciation           |  |              | (285.1 | ) |                  |   | (245.1 | )
|                                         |  |              |        |   |                  |   |        |  
|Total property, plant and equipment, net |  | $            | 380.2  |   |                  | $ | 345.8  |  
|                                         |  |              |        |   |                  |   |        |  

Depreciation of property, plant and equipment was $18.1 million and $14.8 million for the three months ended
June 30, 2007 and 2006, respectively, and $34.6 million and $30.2 million for the six months ended June 30, 2007 and 2006, respectively.

5.
Acquisitions and Pending Acquisitions

On April 6, 2007 the Company acquired Pure Fishing,
Inc. (Pure Fishing), a leading global provider of fishing tackle, lures, rods and reels marketed under well known fishing brands including Abu-Garcia®, Berkley®, Mitchell®, Stren®, Trilene®and Gulp®.
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 April 24, 2007 the Company entered into a definitive merger agreement with K2 Inc.
(K2), a leading provider of branded consumer products in the global sports equipment market. Under the terms of the agreement, the Company will pay $10.85 per share of K2 common stock in cash and will issue 0.1086 of a share of Jarden
common stock (subject to adjustment as provided in the merger agreement) for each share of K2 common stock outstanding as of the closing. The cash and Jarden common stock to be issued in the transaction has a combined value of approximately $15.50
per K2 share, based on the closing price of Jarden common stock on the date of signing the merger agreement. The total estimated combined amount of the purchase price and the repayment of debt is approximately $1.2 billion and is based on
approximately 49.5 million K2 shares outstanding, the assumption and repayment of indebtedness totaling approximately $316 million and other consideration. Completion of the K2 merger is subject to customary closing conditions that include,
among others, receipt of required approval from K2 stockholders, and required regulatory approvals. The transaction, while expected to close in August 2007, may not be completed if any of the closing conditions are not satisfied. Under certain terms
specified in the merger agreement, the Company or K2 may terminate the agreement. Under certain circumstances if the agreement is terminated, K2 may be required to pay a termination fee of up to approximately $24.0 million to Jarden. Upon
consummation, the transaction will be 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 will be recorded as goodwill. The condensed consolidated financial statements and related notes at June 30, 2007 pertain to the Company
as a stand-alone entity and do not reflect the impact of the pending business combination transaction with K2.



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6. Goodwill and Intangibles

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



|                    |  |                                |         |             |   |                                     |  |   |                              |   |  |   |        
|------------------- |  | ------------------------------ | ------- | ----------- | - | ----------------------------------- |  | - | ---------------------------- | - |  | - | -------
|(in millions)       |  | Net BookValue atJanuary 1,2007 |         | Acquisition |   | ForeignExchangeand OtherAdjustments |  |   | Net Bookvalue atJune 30,2007
|Branded Consumables |  | $                              | 497.8   |             | $ |                                    |  | $ | (0.9                         | ) |  | $ | 496.9  
|Consumer Solutions  |  |                                | 489.7   |             |   |                                    |  |   | (8.1                         | ) |  |   | 481.6  
|Outdoor Solutions   |  |                                | 236.2   |             |   | 217.4                               |  |   | (23.0                        | ) |  |   | 430.6  
|                    |  |                                |         |             |   |                                     |  |   |                              |   |  |   |        
|                    |  | $                              | 1,223.7 |             | $ | 217.4                               |  | $ | (32.0                        | ) |  | $ | 1,409.1
|                    |  |                                |         |             |   |                                     |  |   |                              |   |  |   |        

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



|                                                |  |                                      |       |             |   |                  |  |                                            |   |  |                              |       |                      |  |   |       |  |            
|----------------------------------------------- |  | ------------------------------------ | ----- | ----------- | - | ---------------- |  | ------------------------------------------ | - |  | ---------------------------- | ----- | -------------------- |  | - | ----- |  | -----------
|(in millions)                                   |  | GrossCarryingAmount atJanuary 1,2007 |       | Acquisition |   | OtherAdjustments |  | AccumulatedAmortizationand ForeignExchange |   |  | Net BookValue atJune 30,2007 |       | Amortization Periods
|Patents                                         |  | $                                    | 0.1   |             | $ |                 |  | $                                          |  |  | $                            |      |                      |  | $ | 0.1   |  | 30 years   
|Non-compete agreements                          |  |                                      | 1.7   |             |   |                 |  |                                            |  |  |                              | (1.4  | )                    |  |   | 0.3   |  | 3-5 years  
|Manufacturing process, expertise and technology |  |                                      | 6.5   |             |   | 18.0             |  |                                            |  |  |                              | (5.7  | )                    |  |   | 18.8  |  | 5-7 years  
|Brand names                                     |  |                                      | 1.9   |             |   |                 |  |                                            |  |  |                              | (0.2  | )                    |  |   | 1.7   |  | 10 years   
|Customer relationships and distributor channels |  |                                      | 115.6 |             |   |                 |  |                                            |  |  |                              | (4.9  | )                    |  |   | 110.7 |  | 10-25 years
|Trademarks and tradenames                       |  |                                      | 585.8 |             |   | 95.0             |  |                                            |  |  |                              | 0.7   |                      |  |   | 681.5 |  | Indefinite 
|                                                |  |                                      |       |             |   |                  |  |                                            |   |  |                              |       |                      |  |   |       |  |            
|                                                |  | $                                    | 711.6 |             | $ | 113.0            |  | $                                          |  |  | $                            | (11.5 | )                    |  | $ | 813.1 |  |            
|                                                |  |                                      |       |             |   |                  |  |                                            |   |  |                              |       |                      |  |   |       |  |            

Amortization of intangibles was $2.6 million and $0.3 million for the three months ended June 30, 2007 and
2006 respectively, and $4.3 million and $0.7 million for the six months ended June 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 six months ended June 30, 2007 is as follows:



|                                      |  |      |       |  
|------------------------------------- |  | ---- | ----- | -
|(in millions)                         |  | 2007 |      
|Warranty reserve at January 1,        |  | $    | 78.1  |  
|Acquisitions and other adjustments    |  |      | 1.7   |  
|Provisions for warranties issued, net |  |      | 48.3  |  
|Warranty claims paid                  |  |      | (60.4 | )
|                                      |  |      |       |  
|Warranty reserve at June 30,          |  | $    | 67.7  |  
|                                      |  |      |       |  

8. Debt and Derivative Financial Instruments

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



|                                         |  |              |         |   |                  |   |         |  
|---------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|(in millions)                            |  | June 30,2007 |         |   | December 31,2006 |  
|Senior Credit Facility Term Loans        |  | $            | 972.5   |   |                  | $ | 1,177.5 |  
|71/2% Senior
Subordinated Notes due 2017 |  |              | 650.0   |   |                  |   |        |  
|93/4% Senior
Subordinated Notes          |  |              |        |   |                  |   | 179.9   |  
|2% Subordinated Note due 2012            |  |              | 94.3    |   |                  |   |        |  
|Securitization Facility                  |  |              | 65.0    |   |                  |   |        |  
|Non-U.S. borrowings                      |  |              | 66.8    |   |                  |   | 58.2    |  
|Other (primarily capital leases)         |  |              | 25.9    |   |                  |   | 25.4    |  
|                                         |  |              |         |   |                  |   |         |  
|Total debt                               |  |              | 1,874.5 |   |                  |   | 1,441.0 |  
|                                         |  |              |         |   |                  |   |         |  
|Less: current portion                    |  |              | (95.7   | ) |                  |   | (19.2   | )
|                                         |  |              |         |   |                  |   |         |  
|Total long-term debt                     |  | $            | 1,778.8 |   |                  | $ | 1,421.8 |  
|                                         |  |              |         |   |                  |   |         |  

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



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proceeds, approximately $184 million was used to purchase 94.4% of the principal amount outstanding of the 93/4% Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) plus the tender premium and accrued interest. During May 2007, the
remainder of the principal amount outstanding under the Senior Subordinated Notes was repurchased plus the tender premium and accrued interest for approximately $11 million. 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 six months ended June 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 has become 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 June 30, 2007, the weighted average fixed rate of interest and weighted average remaining term of these swaps was 3.95% and 1.7 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 $1.4 million at June 30, 2007.

At June 30, 2007, the
Company had outstanding approximately $96 million notional amount of foreign currency contracts that were acquired in connection with the Pure Fishing acquisition, all of which mature during 2007. These foreign currency contracts 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 foreign currency contracts was a liability of $0.7 million at June 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. 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 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 is currently involved in will have a material adverse effect upon the financial condition, results of operations, cash flows or competitive position of the Company. It is possible, that as
additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Environmental Matters

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 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 (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



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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 June 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.

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
Matters

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 is comprised
of a self-insurance retention per occurrence and an aggregate limit on exposure.

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.



10



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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. Oral arguments on the motion to dismiss were held on February 2, 2007. 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. The Court has not issued a decision on the Motion for Reconsideration. Defendants answered the amended consolidated complaint on July 10, 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.

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 and an examination of the 2003 tax return for a subsidiary of the Company. The IRS has not proposed any adjustments to date. 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 that may arise upon audit.

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. During the second quarter of 2007, the Company paid federal income tax of $5.2 million and interest of $2.8 million attributable to a recently agreed upon IRS audit (relating to the
pre-acquisition period of a subsidiary). At June 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 June 30, 2007, the Company has recorded $ 5.8 million in liabilities for tax related interest on its Consolidated Balance Sheet. For the three and six months ended June 30, 2007, the total amount of interest recognized in
the results of operations was $ 0.2 million and $ 0.4 million, respectively.

11. Earnings Per Share



|                                     |  |                             |      |                          |   |      |  |      |      |  |   |     
|------------------------------------ |  | --------------------------- | ---- | ------------------------ | - | ---- |  | ---- | ---- |  | - | ----
|                                     |  | Three months ended June 30, |      | Six months endedJune 30,
|(in millions, except per share data) |  | 2007                        |      | 2006                     |   | 2007 |  | 2006
|Net income, as reported              |  | $                           | 16.7 |                          | $ | 13.3 |  | $    | 18.1 |  | $ | 19.0
|                                     |  |                             |      |                          |   |      |  |      |      |  |   |     
|Weighted average shares outstanding: |  |                             |      |                          |   |      |  |      |      |  |   |     
|Basic                                |  |                             | 69.5 |                          |   | 64.5 |  |      | 69.3 |  |   | 65.1
|Dilutive share-based awards          |  |                             | 2.4  |                          |   | 1.0  |  |      | 1.9  |  |   | 0.9 
|                                     |  |                             |      |                          |   |      |  |      |      |  |   |     
|Diluted                              |  |                             | 71.9 |                          |   | 65.5 |  |      | 71.2 |  |   | 66.0
|                                     |  |                             |      |                          |   |      |  |      |      |  |   |     
|Earnings per share:                  |  |                             |      |                          |   |      |  |      |      |  |   |     
|Basic                                |  | $                           | 0.24 |                          | $ | 0.21 |  | $    | 0.26 |  | $ | 0.29
|Diluted                              |  | $                           | 0.23 |                          | $ | 0.20 |  | $    | 0.25 |  | $ | 0.29



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Stock options and warrants to purchase 2.2 million and 0.5 million shares of the Companys common stock at
June 30, 2007 and 2006, had exercise prices that exceeded the average market price of the Companys common stock for the three months June 30, 2007 and 2006; respectively. As such, these options did not affect the computation of
diluted earnings per share.

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 2,206,531 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 (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.

Comprehensive Income

The components of comprehensive income are as follows:



|                                 |  |                            |      |                          |      |   |      |  |   |      |   |  |   |     
|-------------------------------- |  | -------------------------- | ---- | ------------------------ | ---- | - | ---- |  | - | ---- | - |  | - | ----
|                                 |  | Three months endedJune 30, |      | Six months endedJune 30,
|(in millions)                    |  | 2007                       |      |                          | 2006 |   | 2007 |  |   | 2006
|Net income                       |  | $                          | 16.7 |                          |      | $ | 13.3 |  | $ | 18.1 |   |  | $ | 19.0
|Unrealized gain on investment    |  |                            | 0.6  |                          |      |   |     |  |   | 0.6  |   |  |   |    
|Derivative financial instruments |  |                            | (1.9 | )                        |      |   | 2.8  |  |   | (3.5 | ) |  |   | 16.7
|Foreign currency translation     |  |                            | 8.1  |                          |      |   | 2.4  |  |   | 11.2 |   |  |   | 3.2 
|Accrued benefit costs            |  |                            | (0.1 | )                        |      |   |     |  |   | (0.1 | ) |  |   |    
|                                 |  |                            |      |                          |      |   |      |  |   |      |   |  |   |     
|Comprehensive income             |  | $                          | 23.4 |                          |      | $ | 18.5 |  | $ | 26.3 |   |  | $ | 38.9
|                                 |  |                            |      |                          |      |   |      |  |   |      |   |  |   |     

13. Employee Benefit Plans

Components of Net Periodic Costs

Pension Benefits



|                               |  |                             |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | --------------------------- | ---- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Three months ended June 30, |     
|                               |  | 2007                        |      |   | 2006    |  
|(in millions)                  |  | Domestic                    |      |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                           | 0.1  |   |         | $ | 0.2  |       |  | $ | 0.3      |   |  | $       | 0.1  |   |       | $ | 0.2  |   |  | $ | 0.3  |  
|Interest cost                  |  |                             | 3.6  |   |         |   | 0.1  |       |  |   | 3.7      |   |  |         | 3.5  |   |       |   | 0.1  |   |  |   | 3.6  |  
|Expected return on plan assets |  |                             | (3.2 | ) |         |   | (0.1 | )     |  |   | (3.3     | ) |  |         | (3.1 | ) |       |   | (0.1 | ) |  |   | (3.2 | )
|Amortization, net              |  |                             | 0.1  |   |         |   |     |       |  |   | 0.1      |   |  |         | 0.1  |   |       |   |     |   |  |   | 0.1  |  
|                               |  |                             |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  |                             | 0.6  |   |         |   | 0.2  |       |  |   | 0.8      |   |  |         | 0.6  |   |       |   | 0.2  |   |  |   | 0.8  |  
|                               |  |                             |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Curtailment gain               |  |                             |     |   |         |   |     |       |  |   |         |   |  |         |     |   |       |   | (0.1 | ) |  |   | (0.1 | )
|                               |  |                             |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Total benefit cost             |  | $                           | 0.6  |   |         | $ | 0.2  |       |  | $ | 0.8      |   |  | $       | 0.6  |   |       | $ | 0.1  |   |  | $ | 0.7  |  
|                               |  |                             |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  

Pension Benefits



|                               |  |                           |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | ------------------------- | ---- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Six months ended June 30, |     
|                               |  | 2007                      |      |   | 2006    |  
|(in millions)                  |  | Domestic                  |      |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                         | 0.2  |   |         | $ | 0.3  |       |  | $ | 0.5      |   |  | $       | 0.3  |   |       | $ | 0.4  |   |  | $ | 0.7  |  
|Interest cost                  |  |                           | 7.1  |   |         |   | 0.3  |       |  |   | 7.4      |   |  |         | 7.0  |   |       |   | 0.3  |   |  |   | 7.3  |  
|Expected return on plan assets |  |                           | (6.4 | ) |         |   | (0.2 | )     |  |   | (6.6     | ) |  |         | (6.2 | ) |       |   | (0.2 | ) |  |   | (6.4 | )
|Amortization, net              |  |                           | 0.2  |   |         |   |     |       |  |   | 0.2      |   |  |         | 0.2  |   |       |   |     |   |  |   | 0.2  |  
|                               |  |                           |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  |                           | 1.1  |   |         |   | 0.4  |       |  |   | 1.5      |   |  |         | 1.3  |   |       |   | 0.5  |   |  |   | 1.8  |  
|                               |  |                           |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Curtailment gain               |  |                           |     |   |         |   |     |       |  |   |         |   |  |         |     |   |       |   | (0.1 | ) |  |   | (0.1 | )
|                               |  |                           |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Total benefit cost             |  | $                         | 1.1  |   |         | $ | 0.4  |       |  | $ | 1.5      |   |  | $       | 1.3  |   |       | $ | 0.4  |   |  | $ | 1.7  |  
|                               |  |                           |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  



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Postretirement Benefits



|                   |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  
|------------------ |  | -------------------------- | ---- | - | ------------------------ | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                   |  | Three months endedJune 30, |      |   | Six months endedJune 30, |  
|(in millions)      |  | 2007                       |      |   | 2006                     |   |      | 2007 |  |   | 2006 |  
|Service cost       |  | $                          | 0.1  |   |                          | $ | 0.1  |      |  | $ | 0.2  |   |  | $ | 0.2  |  
|Interest cost      |  |                            | 0.3  |   |                          |   | 0.3  |      |  |   | 0.6  |   |  |   | 0.7  |  
|Amortization, net  |  |                            | (0.2 | ) |                          |   | (0.1 | )    |  |   | (0.4 | ) |  |   |     |  
|                   |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  
|Net periodic cost  |  | $                          | 0.2  |   |                          | $ | 0.3  |      |  | $ | 0.4  |   |  | $ | 0.9  |  
|                   |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  
|Curtailment gain   |  |                            |     |   |                          |   | (1.7 | )    |  |   |     |   |  |   | (1.7 | )
|                   |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  
|Total benefit cost |  | $                          | 0.2  |   |                          | $ | (1.4 | )    |  | $ | 0.4  |   |  | $ | (0.8 | )
|                   |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  

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

The Company expects to adopt the measurement date provisions of SFAS 158 for the year ending December 31, 2007 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 determined at September 30, 2006 and used for the year ended December 31, 2006. 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 six months ended June 30, 2007 and 2006, the Company
recorded the following reorganization and acquisition-related integration costs:



|                    |  |                                  |     |              |   |            |  |       |     |  |   |    
|------------------- |  | -------------------------------- | --- | ------------ | - | ---------- |  | ----- | --- |  | - | ---
|                    |  | Three months ended June 30, 2007
|(in millions)       |  | EmployeeTerminations             |     | OtherCharges |   | Impairment |  | Total
|Branded Consumables |  | $                                | 0.1 |              | $ | 1.7        |  | $     | 0.2 |  | $ | 2.0
|Consumer Solutions  |  |                                  | 2.3 |              |   | 2.6        |  |       |    |  |   | 4.9
|Outdoor Solutions   |  |                                  | 1.3 |              |   | 0.9        |  |       |    |  |   | 2.2
|Corporate           |  |                                  | 0.2 |              |   | 0.1        |  |       |    |  |   | 0.3
|                    |  |                                  |     |              |   |            |  |       |     |  |   |    
|                    |  | $                                | 3.9 |              | $ | 5.3        |  | $     | 0.2 |  | $ | 9.4
|                    |  |                                  |     |              |   |            |  |       |     |  |   |    



|                                     |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|------------------------------------ |  | -------------------------------- | ---- | - | ------------ | - | ---- | ---------- |  | ----- | --- |  | - | ---- | -
|                                     |  | Three months ended June 30, 2006 |     
|(in millions)                        |  | EmployeeTerminations             |      |   | OtherCharges |   |      | Impairment |  | Total |    
|Charged to Results of Operations:    |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|Branded Consumables                  |  | $                                | (0.1 | ) |              | $ | 1.0  |            |  | $     | 0.1 |  | $ | 1.0  |  
|Consumer Solutions                   |  |                                  | 1.2  |   |              |   | 3.4  |            |  |       |    |  |   | 4.6  |  
|Outdoor Solutions                    |  |                                  | (0.1 | ) |              |   | (0.3 | )          |  |       |    |  |   | (0.4 | )
|Corporate                            |  |                                  |     |   |              |   | 0.4  |            |  |       |    |  |   | 0.4  |  
|                                     |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|Subtotal                             |  |                                  | 1.0  |   |              |   | 4.5  |            |  |       | 0.1 |  |   | 5.6  |  
|                                     |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|Capitalized as a Cost of Acquisition |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|Consumer Solutions                   |  |                                  | (0.4 | ) |              |   |     |            |  |       |    |  |   | (0.4 | )
|                                     |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  
|Total                                |  | $                                | 0.6  |   |              | $ | 4.5  |            |  | $     | 0.1 |  | $ | 5.2  |  
|                                     |  |                                  |      |   |              |   |      |            |  |       |     |  |   |      |  



|                    |  |                                |     |               |   |            |  |       |     |  |   |     
|------------------- |  | ------------------------------ | --- | ------------- | - | ---------- |  | ----- | --- |  | - | ----
|                    |  | Six months ended June 30, 2007
|(in millions)       |  | Employee Terminations          |     | Other Charges |   | Impairment |  | Total
|Branded Consumables |  | $                              | 0.4 |               | $ | 3.2        |  | $     | 0.4 |  | $ | 4.0 
|Consumer Solutions  |  |                                | 7.0 |               |   | 4.2        |  |       |    |  |   | 11.2
|Outdoor Solutions   |  |                                | 1.4 |               |   | 1.6        |  |       |    |  |   | 3.0 
|Corporate           |  |                                | 0.2 |               |   | 0.1        |  |       |    |  |   | 0.3 
|                    |  |                                |     |               |   |            |  |       |     |  |   |     
|                    |  | $                              | 9.0 |               | $ | 9.1        |  | $     | 0.4 |  | $ | 18.5
|                    |  |                                |     |               |   |            |  |       |     |  |   |     



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##### Table of Contents

|                                     |  |                                |     |              |   |      |            |  |       |     |  |   |     
|------------------------------------ |  | ------------------------------ | --- | ------------ | - | ---- | ---------- |  | ----- | --- |  | - | ----
|                                     |  | Six months ended June 30, 2006
|(in millions)                        |  | EmployeeTerminations           |     | OtherCharges |   |      | Impairment |  | Total
|Charged to Results of Operations:    |  |                                |     |              |   |      |            |  |       |     |  |   |     
|Branded Consumables                  |  | $                              | 0.5 |              | $ | 2.0  |            |  | $     | 1.8 |  | $ | 4.3 
|Consumer Solutions                   |  |                                | 3.1 |              |   | 6.6  |            |  |       |    |  |   | 9.7 
|Outdoor Solutions                    |  |                                | 0.4 |              |   | (0.1 | )          |  |       |    |  |   | 0.3 
|Corporate                            |  |                                |    |              |   | 0.7  |            |  |       |    |  |   | 0.7 
|                                     |  |                                |     |              |   |      |            |  |       |     |  |   |     
|Subtotal                             |  |                                | 4.0 |              |   | 9.2  |            |  |       | 1.8 |  |   | 15.0
|                                     |  |                                |     |              |   |      |            |  |       |     |  |   |     
|Capitalized as a Cost of Acquisition |  |                                |     |              |   |      |            |  |       |     |  |   |     
|Consumer Solutions                   |  |                                | 0.5 |              |   |     |            |  |       |    |  |   | 0.5 
|                                     |  |                                |     |              |   |      |            |  |       |     |  |   |     
|Total                                |  | $                              | 4.5 |              | $ | 9.2  |            |  | $     | 1.8 |  | $ | 15.5
|                                     |  |                                |     |              |   |      |            |  |       |     |  |   |     

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 June 30, 2007. For the three and six months ended June 30, 2007 other
charges primarily consist of facility closing costs ($0.6 million and $1.5 million, respectively) and other costs, primarily related to professional fees ($1.1 million and $1.7 million, respectively). For the three and six months ended June 30,
2006 other charges primarily consist of inventory moving costs ($1.0 million and $2.0 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 the
three 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 June 30, 2007. For the three and six months ended June 30, 2007 other charges primarily consist of professional fees
($1.0 million and $2.5 million, respectively) and facility closing costs ($1.6 million and $1.7 million, respectively).

As of June 30, 2007, $7.1
million of severance and other employee benefit-related costs and $4.5 million of other costs remain accrued. The amounts are included in Other current liabilities and Other non-current liabilities in the Condensed
Consolidated Balance Sheet for $8.1 million and $3.5 million, respectively.

For the three and six months ended June 30, 2006 other charges primarily
consist retention costs (none and $1.7 million, respectively); professional fees ($1.3 million and 1.9 million, respectively) and travel and relocation expenses ($1.0 million and $1.9 million, respectively).

Outdoor Solutions Segment

European Reorganization

During 2006 the Company made a strategic plan to rationalize its European manufacturing platform in order to facilitate a long-term cost savings initiative. For the
three and six months ended June 30, 2007 employee termination charges under this plan were $1.2 million and $1.4 million, respectively, and other charges were $0.3 million and $0.5 million, respectively.

Outsourcing

In 2005 the Company decided to outsource the manufacturing of
its outdoor recreation appliances manufactured at its Lyon, France facility, and the Company initiated the outsourcing activities upon completion of reviews conducted by government and union officials. Other manufacturing operations in Lyon were
unaffected by this move. For the three and six months ended June 30, 2007, the Company recorded charges of $0.2 million and $0.4 million related to this plan. For the three and six months ended June 30, 2006 the Company reversed $0.4
million and $0.3 million, respectively, related to this initiative.



14



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##### Table of Contents

Domestic Sales Force Reorganization

During 2006, the Company made a strategic plan to rationalize its domestic sales platform. For the three and six months ended June 30, 2007, the Company recorded net charges of $0.5 million and 0.7 million related to this plan.

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



|                                     |  |                            |      |                                                |   |                           |  |       |                   |  |   |                        |   |  |   |     
|------------------------------------ |  | -------------------------- | ---- | ---------------------------------------------- | - | ------------------------- |  | ----- | ----------------- |  | - | ---------------------- | - |  | - | ----
|(in millions)                        |  | Balance atDecember 31,2006 |      | Reorganizationand acquisitionrelatedcosts, net |   | Cashpaymentsandreductions |  |       | Non-cashreduction |  |   | Balance atJune 30,2007
|Severance and other employee related |  | $                          | 11.5 |                                                | $ | 9.0                       |  | (11.5 | )                 |  | $ |                       |   |  | $ | 9.0 
|Other costs                          |  |                            | 3.4  |                                                |   | 9.1                       |  | (6.7  | )                 |  |   | (0.8                   | ) |  |   | 5.0 
|                                     |  |                            |      |                                                |   |                           |  |       |                   |  |   |                        |   |  |   |     
|                                     |  | $                          | 14.9 |                                                | $ | 18.1                      |  | (18.2 | )                 |  | $ | (0.8                   | ) |  | $ | 14.0
|                                     |  |                            |      |                                                |   |                           |  |       |                   |  |   |                        |   |  |   |     
|Impairment of fixed assets           |  |                            |      |                                                |   | 0.4                       |  |       |                   |  |   |                        |   |  |   |     
|                                     |  |                            |      |                                                |   |                           |  |       |                   |  |   |                        |   |  |   |     
|                                     |  |                            |      |                                                | $ | 18.5                      |  |       |                   |  |   |                        |   |  |   |     
|                                     |  |                            |      |                                                |   |                           |  |       |                   |  |   |                        |   |  |   |     

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 Europe, Canada, Latin America and Japan.

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.

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.

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 and other outdoor activities under the Campingaz ® and Coleman ® brand names. As a result of the Pure Fishing acquisition on April 6, 2007, the Company sells under the Outdoor Solutions segment, fishing
tackle, lures, rods and reels under well known fishing brands including Abu Garcia ®, Berkley ®, Fenwick ®, Gulp ® Mitchell ®, Sevenstrand ®, Spiderwire ®, Stren ® and Trilene ®.

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, 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.



15



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##### Table of Contents

Segment information as of and for the three and six months ended June 30, 2007 and 2006 follows:



|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | -------------------------------- | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ----------------- | - |  | ---------------------------- | ----- | - | ------------------------ | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|                                                                |  | Three months ended June 30, 2007 |        
|(in millions)                                                   |  | BrandedConsumables               |         |   | ConsumerSolutions |   |         | OutdoorSolutions  |  |   | ProcessSolutions  |   |  | IntercompanyEliminations(a)  |       |   | TotalOperatingSegments   |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                | 194.1   |   |                   | $ | 366.5   |                   |  | $ | 417.1             |   |  | $                            | 88.3  |   |                          | $ | (15.9 | )                     |  | $ | 1,050.1      |   |  | $ |      |   |  | $ | 1,050.1 |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                | 29.8    |   |                   | $ | 36.7    |                   |  | $ | 68.9              |   |  | $                            | 9.1   |   |                          | $ |      |                       |  | $ | 144.5        |   |  | $ | (13.9 | ) |  | $ | 130.6   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                  | (2.0    | ) |                   |   | (4.9    | )                 |  |   | (2.2              | ) |  |                              |      |   |                          |   |      |                       |  |   | (9.1         | ) |  |   | (0.3  | ) |  |   | (9.4    | )
|Stock-based compensation                                        |  |                                  |        |   |                   |   |        |                   |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   |             |   |  |   | (10.3 | ) |  |   | (10.3   | )
|Fair value adjustment to inventory                              |  |                                  |        |   |                   |   |        |                   |  |   | (27.1             | ) |  |                              |      |   |                          |   |      |                       |  |   | (27.1        | ) |  |   |      |   |  |   | (27.1   | )
|Depreciation and amortization                                   |  |                                  | (4.1    | ) |                   |   | (6.6    | )                 |  |   | (7.4              | ) |  |                              | (2.1  | ) |                          |   |      |                       |  |   | (20.2        | ) |  |   | (0.5  | ) |  |   | (20.7   | )
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                | 23.7    |   |                   | $ | 25.2    |                   |  | $ | 32.2              |   |  | $                            | 7.0   |   |                          | $ |      |                       |  | $ | 88.1         |   |  | $ | (25.0 | ) |  | $ | 63.1    |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                | 
|                                                                |  | Three months ended June 30, 2006 |        
|(in millions)                                                   |  | BrandedConsumables               |         |   | ConsumerSolutions |   |         | Outdoor Solutions |  |   | Process Solutions |   |  | Intercompany Eliminations(a) |       |   | Total Operating Segments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                | 206.5   |   |                   | $ | 359.5   |                   |  | $ | 331.9             |   |  | $                            | 81.0  |   |                          | $ | (16.9 | )                     |  | $ | 962.0        |   |  | $ |      |   |  | $ | 962.0   |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                | 34.9    |   |                   | $ | 30.6    |                   |  | $ | 47.9              |   |  | $                            | 9.7   |   |                          | $ |      |                       |  | $ | 123.1        |   |  | $ | (17.8 | ) |  | $ | 105.3   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                  | (1.0    | ) |                   |   | (4.6    | )                 |  |   | 0.4               |   |  |                              |      |   |                          |   |      |                       |  |   | (5.2         | ) |  |   | (0.4  | ) |  |   | (5.6    | )
|Other integration-related costs                                 |  |                                  |        |   |                   |   | (0.9    | )                 |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   | (0.9         | ) |  |   |      |   |  |   | (0.9    | )
|Stock-based compensation                                        |  |                                  |        |   |                   |   |        |                   |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   |             |   |  |   | (4.3  | ) |  |   | (4.3    | )
|Depreciation and amortization                                   |  |                                  | (2.9    | ) |                   |   | (5.4    | )                 |  |   | (4.2              | ) |  |                              | (2.3  | ) |                          |   |      |                       |  |   | (14.8        | ) |  |   | (0.3  | ) |  |   | (15.1   | )
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                | 31.0    |   |                   | $ | 19.7    |                   |  | $ | 44.1              |   |  | $                            | 7.4   |   |                          | $ |      |                       |  | $ | 102.2        |   |  | $ | (22.8 | ) |  | $ | 79.4    |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                | 
|                                                                |  | Six months ended June 30, 2007   |        
|(in millions)                                                   |  | BrandedConsumables               |         |   | ConsumerSolutions |   |         | OutdoorSolutions  |  |   | ProcessSolutions  |   |  | IntercompanyEliminations(a)  |       |   | TotalOperatingSegments   |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                | 375.3   |   |                   | $ | 724.4   |                   |  | $ | 630.0             |   |  | $                            | 174.0 |   |                          | $ | (32.7 | )                     |  | $ | 1,871.0      |   |  | $ |      |   |  | $ | 1,871.0 |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                | 46.3    |   |                   | $ | 76.3    |                   |  | $ | 90.9              |   |  | $                            | 16.5  |   |                          | $ |      |                       |  | $ | 230.0        |   |  | $ | (24.3 | ) |  | $ | 205.7   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                  | (4.0    | ) |                   |   | (11.2   | )                 |  |   | (3.0              | ) |  |                              |      |   |                          |   |      |                       |  |   | (18.2        | ) |  |   | (0.3  | ) |  |   | (18.5   | )
|Stock-based compensation                                        |  |                                  |        |   |                   |   |        |                   |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   |             |   |  |   | (17.1 | ) |  |   | (17.1   | )
|Fair value adjustment to inventory                              |  |                                  |        |   |                   |   |        |                   |  |   | (27.1             | ) |  |                              |      |   |                          |   |      |                       |  |   | (27.1        | ) |  |   |      |   |  |   | (27.1   | )
|Depreciation and amortization                                   |  |                                  | (8.3    | ) |                   |   | (13.7   | )                 |  |   | (11.7             | ) |  |                              | (4.4  | ) |                          |   |      |                       |  |   | (38.1        | ) |  |   | (0.8  | ) |  |   | (38.9   | )
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                | 34.0    |   |                   | $ | 51.4    |                   |  | $ | 49.1              |   |  | $                            | 12.1  |   |                          | $ |      |                       |  | $ | 146.6        |   |  | $ | (42.5 | ) |  | $ | 104.1   |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                                | 1,067.3 |   |                   | $ | 1,718.7 |                   |  | $ | 1,377.3           |   |  | $                            | 105.3 |   |                          | $ |      |                       |  | $ | 4,268.6      |   |  | $ | 80.5  |   |  | $ | 4,349.1 |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|                                                                | 
|                                                                |  | Six months ended June 30, 2006   |        
|(in millions)                                                   |  | BrandedConsumables               |         |   | ConsumerSolutions |   |         | OutdoorSolutions  |  |   | ProcessSolutions  |   |  | IntercompanyEliminations(a)  |       |   | TotalOperatingSegments   |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                | 361.3   |   |                   | $ | 711.0   |                   |  | $ | 560.0             |   |  | $                            | 156.1 |   |                          | $ | (34.7 | )                     |  | $ | 1,753.7      |   |  | $ |      |   |  | $ | 1,753.7 |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                                | 52.5    |   |                   | $ | 59.8    |                   |  | $ | 69.2              |   |  | $                            | 19.4  |   |                          | $ |      |                       |  | $ | 200.9        |   |  | $ | (29.3 | ) |  | $ | 171.6   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                                  | (4.3    | ) |                   |   | (9.7    | )                 |  |   | (0.3              | ) |  |                              |      |   |                          |   |      |                       |  |   | (14.3        | ) |  |   | (0.7  | ) |  |   | (15.0   | )
|Other integration-related costs                                 |  |                                  |        |   |                   |   | (1.8    | )                 |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   | (1.8         | ) |  |   |      |   |  |   | (1.8    | )
|Inventory write-off                                             |  |                                  |        |   |                   |   |        |                   |  |   | (0.3              | ) |  |                              |      |   |                          |   |      |                       |  |   | (0.3         | ) |  |   |      |   |  |   | (0.3    | )
|Stock-based compensation                                        |  |                                  |        |   |                   |   |        |                   |  |   |                  |   |  |                              |      |   |                          |   |      |                       |  |   |             |   |  |   | (9.7  | ) |  |   | (9.7    | )
|Depreciation and amortization                                   |  |                                  | (5.6    | ) |                   |   | (11.6   | )                 |  |   | (8.4              | ) |  |                              | (4.7  | ) |                          |   |      |                       |  |   | (30.3        | ) |  |   | (0.6  | ) |  |   | (30.9   | )
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                | 42.6    |   |                   | $ | 36.7    |                   |  | $ | 60.2              |   |  | $                            | 14.7  |   |                          | $ |      |                       |  | $ | 154.2        |   |  | $ | (40.3 | ) |  | $ | 113.9   |  
|                                                                |  |                                  |         |   |                   |   |         |                   |  |   |                   |   |  |                              |       |   |                          |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  



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



16



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##### Table of Contents

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 Subordinated Notes. Presented below is the condensed consolidating financial statements of the
Company (Parent), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis as of June 30, 2007 and December 31, 2006 and for the three and six months ended June 30, 2007 and 2006.

Condensed Consolidating Statements of Income



|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|------------------------------------ |  | -------------------------------- | ----- | - | --------------------- | - | ------- | ------------------------- |  | ------------ | ----- |  | ------------ | ------ | - |  | - | -------
|                                     |  | Three months ended June 30, 2007
|(in millions)                        |  | Parent                           |       |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                |      |   |                       | $ | 795.6   |                           |  | $            | 297.5 |  | $            | (43.0  | ) |  | $ | 1,050.1
|Costs and expenses                   |  |                                  | 21.0  |   |                       |   | 744.9   |                           |  |              | 264.1 |  |              | (43.0  | ) |  |   | 987.0  
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                  | (21.0 | ) |                       |   | 50.7    |                           |  |              | 33.4  |  |              |       |   |  |   | 63.1   
|Other expense, net                   |  |                                  | 30.4  |   |                       |   | 11.1    |                           |  |              | 4.9   |  |              |       |   |  |   | 46.4   
|Equity in the income of subsidiaries |  |                                  | 68.1  |   |                       |   | 23.8    |                           |  |              |      |  |              | (91.9  | ) |  |   |       
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                | 16.7  |   |                       | $ | 63.4    |                           |  | $            | 28.5  |  | $            | (91.9  | ) |  | $ | 16.7   
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Three months ended June 30, 2006
|(in millions)                        |  | Parent                           |       |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                |      |   |                       | $ | 737.2   |                           |  | $            | 287.1 |  | $            | (62.3  | ) |  | $ | 962.0  
|Costs and expenses                   |  |                                  | 21.3  |   |                       |   | 666.0   |                           |  |              | 257.6 |  |              | (62.3  | ) |  |   | 882.6  
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                  | (21.3 | ) |                       |   | 71.2    |                           |  |              | 29.5  |  |              |       |   |  |   | 79.4   
|Other expense, net                   |  |                                  | 46.2  |   |                       |   | 10.1    |                           |  |              | 9.8   |  |              |       |   |  |   | 66.1   
|Equity in the income of subsidiaries |  |                                  | 80.8  |   |                       |   | 18.4    |                           |  |              |      |  |              | (99.2  | ) |  |   |       
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                | 13.3  |   |                       | $ | 79.5    |                           |  | $            | 19.7  |  | $            | (99.2  | ) |  | $ | 13.3   
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Six months ended June 30, 2007  
|(in millions)                        |  | Parent                           |       |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                |      |   |                       | $ | 1,392.8 |                           |  | $            | 559.4 |  | $            | (81.2  | ) |  | $ | 1,871.0
|Costs and expenses                   |  |                                  | 39.0  |   |                       |   | 1,316.0 |                           |  |              | 493.1 |  |              | (81.2  | ) |  |   | 1,766.9
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                  | (39.0 | ) |                       |   | 76.8    |                           |  |              | 66.3  |  |              |       |   |  |   | 104.1  
|Other expense, net                   |  |                                  | 68.8  |   |                       |   | (0.6    | )                         |  |              | 17.8  |  |              |       |   |  |   | 86.0   
|Equity in the income of subsidiaries |  |                                  | 125.9 |   |                       |   | 47.0    |                           |  |              |      |  |              | (172.9 | ) |  |   |       
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                | 18.1  |   |                       | $ | 124.4   |                           |  | $            | 48.5  |  | $            | (172.9 | ) |  | $ | 18.1   
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|                                     | 
|                                     |  | Six months ended June 30, 2006  
|(in million)                         |  | Parent                           |       |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                |      |   |                       | $ | 1,317.9 |                           |  | $            | 548.4 |  | $            | (112.6 | ) |  | $ | 1,753.7
|Costs and expenses                   |  |                                  | 37.9  |   |                       |   | 1,213.7 |                           |  |              | 500.8 |  |              | (112.6 | ) |  |   | 1,639.8
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Operating (loss) earnings            |  |                                  | (37.9 | ) |                       |   | 104.2   |                           |  |              | 47.6  |  |              |       |   |  |   | 113.9  
|Other expense, net                   |  |                                  | 70.3  |   |                       |   | 8.8     |                           |  |              | 15.8  |  |              |       |   |  |   | 94.9   
|Equity in the income of subsidiaries |  |                                  | 127.2 |   |                       |   | 30.3    |                           |  |              |      |  |              | (157.5 | ) |  |   |       
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        
|Net income (loss)                    |  | $                                | 19.0  |   |                       | $ | 125.7   |                           |  | $            | 31.8  |  | $            | (157.5 | ) |  | $ | 19.0   
|                                     |  |                                  |       |   |                       |   |         |                           |  |              |       |  |              |        |   |  |   |        



17



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##### Table of Contents

Condensed Consolidating Balance Sheets



|                                           |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|------------------------------------------ |  | ----------------------- | ------- | --------------------- | - | ------------------------- |  | ------------ | ----- |  | ------------ | -------- | - |  | - | -------
|                                           |  | As of June 30, 2007    
|(in millions)                              |  | Parent                  |         | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Assets                                     |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|Current assets                             |  | $                       | 54.4    |                       | $ | 950.6                     |  | $            | 678.0 |  | $            | (0.9     | ) |  | $ | 1,682.1
|Investment in subsidiaries                 |  |                         | 3,454.2 |                       |   | 348.0                     |  |              |      |  |              | (3,802.2 | ) |  |   |       
|Non-current assets                         |  |                         | 105.7   |                       |   | 2,913.5                   |  |              | 142.7 |  |              | (494.9   | ) |  |   | 2,667.0
|                                           |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|Total assets                               |  | $                       | 3,614.3 |                       | $ | 4,212.1                   |  | $            | 820.7 |  | $            | (4,298.0 | ) |  | $ | 4,349.1
|                                           |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|Liabilities and stockholders equity       |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|Current liabilities                        |  | $                       | 44.1    |                       | $ | 454.1                     |  | $            | 306.6 |  | $            |         |   |  | $ | 804.8  
|Non-current liabilities                    |  |                         | 2,270.9 |                       |   | 327.6                     |  |              | 142.3 |  |              | (495.8   | ) |  |   | 2,245.0
|Stockholders equity                       |  |                         | 1,299.3 |                       |   | 3,430.4                   |  |              | 371.8 |  |              | (3,802.2 | ) |  |   | 1,299.3
|                                           |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $                       | 3,614.3 |                       | $ | 4,212.1                   |  | $            | 820.7 |  | $            | (4,298.0 | ) |  | $ | 4,349.1
|                                           |  |                         |         |                       |   |                           |  |              |       |  |              |          |   |  |   |        
|                                           | 
|                                           |  | 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



|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|------------------------------------------------------- |  | ------------------------------ | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                        |  | Six months ended June 30, 2007 |       
|(in millions)                                           |  | Parent                         |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities     |  | $                              | (67.4  | ) |                       | $ | 56.3  |                           |  | $ | 29.0         |   |              | $ |  |  | $ | 17.9   |  
|Financing activities:                                   |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net change in short-term debt                           |  |                                |       |   |                       |   |      |                           |  |   | 57.6         |   |              |   |  |  |   | 57.6   |  
|Proceeds (payments) from (to) intercompany transactions |  |                                | 100.4  |   |                       |   | (18.0 | )                         |  |   | (82.4        | ) |              |   |  |  |   |       |  
|Proceeds from issuance of long-term debt                |  |                                | 650.0  |   |                       |   |      |                           |  |   |             |   |              |   |  |  |   | 650.0  |  
|Payments on long-term debt                              |  |                                | (384.4 | ) |                       |   | (0.2  | )                         |  |   | (9.1         | ) |              |   |  |  |   | (393.7 | )
|Issuance (repurchase) of common stock, net              |  |                                | (14.7  | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (14.7  | )
|Debt issuance and settlement costs                      |  |                                | (31.5  | ) |                       |   |      |                           |  |   | (0.4         | ) |              |   |  |  |   | (31.9  | )
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities     |  |                                | 319.8  |   |                       |   | (18.2 | )                         |  |   | (34.3        | ) |              |   |  |  |   | 267.3  |  
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Investing Activities:                                   |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Additions to property, plant and equipment              |  |                                | (4.3   | ) |                       |   | (24.4 | )                         |  |   | (8.6         | ) |              |   |  |  |   | (37.3  | )
|Acquisition of business, net of cash acquired           |  |                                | (331.9 | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (331.9 | )
|Other                                                   |  |                                | (31.0  | ) |                       |   | (0.2  | )                         |  |   |             |   |              |   |  |  |   | (31.2  | )
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash (used in) investing activities                 |  |                                | (367.2 | ) |                       |   | (24.6 | )                         |  |   | (8.6         | ) |              |   |  |  |   | (400.4 | )
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash                 |  |                                |       |   |                       |   |      |                           |  |   | 0.3          |   |              |   |  |  |   | 0.3    |  
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents    |  |                                | (114.8 | ) |                       |   | 13.5  |                           |  |   | (13.6        | ) |              |   |  |  |   | (114.9 | )
|Cash and cash equivalents at beginning of period        |  |                                | 125.8  |   |                       |   | 0.4   |                           |  |   | 76.4         |   |              |   |  |  |   | 202.6  |  
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of period              |  | $                              | 11.0   |   |                       | $ | 13.9  |                           |  | $ | 62.8         |   |              | $ |  |  | $ | 87.7   |  
|                                                        |  |                                |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  



18



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##### Table of Contents

|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|------------------------------------------------------- |  | ------------------------------ | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                        |  | Six months ended June 30, 2006 |       
|(in millions)                                           |  | Parent                         |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities     |  | $                              | (23.2  | ) |                       | $ | (239.3 | )                         |  | $ | 199.0        |   |              | $ |  |  | $ | (63.5  | )
|Financing activities:                                   |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Net change in short-term debt                           |  |                                | 79.3   |   |                       |   |       |                           |  |   | 7.2          |   |              |   |  |  |   | 86.5   |  
|Proceeds (payments) from (to) intercompany transactions |  |                                | (83.5  | ) |                       |   | 276.4  |                           |  |   | (192.9       | ) |              |   |  |  |   |       |  
|Payments on long-term debt                              |  |                                | (60.0  | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (60.0  | )
|Issuance (repurchase) of common stock, net              |  |                                | (46.5  | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (46.5  | )
|Other                                                   |  |                                | (3.0   | ) |                       |   |       |                           |  |   | (0.1         | ) |              |   |  |  |   | (3.1   | )
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities     |  |                                | (113.7 | ) |                       |   | 276.4  |                           |  |   | (185.8       | ) |              |   |  |  |   | (23.1  | )
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Investing Activities:                                   |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Additions to property, plant and equipment              |  |                                |       |   |                       |   | (24.2  | )                         |  |   | (7.0         | ) |              |   |  |  |   | (31.2  | )
|Acquisition of business, net of cash acquired           |  |                                | (43.2  | ) |                       |   | (10.8  | )                         |  |   |             |   |              |   |  |  |   | (54.0  | )
|Other                                                   |  |                                |       |   |                       |   |       |                           |  |   | (0.2         | ) |              |   |  |  |   | (0.2   | )
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash (used in) investing activities                 |  |                                | (43.2  | ) |                       |   | (35.0  | )                         |  |   | (7.2         | ) |              |   |  |  |   | (85.4  | )
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash                 |  |                                |       |   |                       |   |       |                           |  |   | 0.2          |   |              |   |  |  |   | 0.2    |  
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Net (decrease) increase in cash and cash equivalents    |  |                                | (180.1 | ) |                       |   | 2.1    |                           |  |   | 6.2          |   |              |   |  |  |   | (171.8 | )
|Cash and cash equivalents at beginning of period        |  |                                | 184.5  |   |                       |   | (4.6   | )                         |  |   | 57.2         |   |              |   |  |  |   | 237.1  |  
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of period              |  | $                              | 4.4    |   |                       | $ | (2.5   | )                         |  | $ | 63.4         |   |              | $ |  |  | $ | 65.3   |  
|                                                        |  |                                |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |        |  

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



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##### Table of Contents

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 2006 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

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.

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.

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 and other outdoor activities under the Campingaz ® and Coleman ® brand names. As a result of the Pure Fishing acquisition on April 6, 2007, the Company sells under the Outdoor Solutions segment, fishing
tackle, lures, rods and reels under well known fishing brands including Abu Garcia ®, Berkley ®, Fenwick ®, Gulp ® Mitchell ®, Sevenstrand ®, Spiderwire ®, Stren ® and Trilene ®.

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, 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.



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##### Table of Contents

Acquisitions

2007 Activity

On April 6, 2007, the Company acquired Pure Fishing, Inc.
(Pure Fishing), a leading global provider of fishing tackle, lures, rods and reels 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.

On April 24, 2007 the Company entered into a definitive merger agreement with K2 Inc. (K2), a leading provider of branded consumer
products in the global sports equipment market. Under the terms of the agreement, the Company will pay $10.85 per share of K2 common stock in cash and will issue 0.1086 of a share of Jarden common stock (subject to adjustment as provided in the
merger agreement) for each share of K2 common stock outstanding as of the closing. The cash and Jarden common stock to be issued in the transaction has a combined value of approximately $15.50 per K2 share, based on the closing price of Jarden
common stock on the date of signing the merger agreement. The total estimated purchase price is approximately $1.2 billion and is based on approximately 49.5 million K2 shares outstanding, the assumption and repayment of indebtedness totaling
approximately $316 million and other consideration. Completion of the K2 merger is subject to customary closing conditions that include, among others, receipt of required approval from K2 stockholders, and required regulatory approvals. The
transaction, while expected to close in the third quarter of 2007, may not be completed if any of the closing conditions are not satisfied. Under certain terms specified in the merger agreement, the Company or K2 may terminate the agreement. Under
certain circumstances if the agreement is terminated, K2 may be required to pay a termination fee of up to approximately $24.0 million to Jarden. Upon consummation, the transaction will be 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 will be recorded as goodwill. The condensed consolidated financial statements at June 30, 2007 and related notes pertain to the Company as a stand-alone entity and do not reflect the impact of the pending business combination
transaction with K2.

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 endedJune 30, |         |   | Six months ended June 30, |  
|                             |  | 2007                       |         |   | 2006                      |   |       | 2007 |  |   | 2006    |  
|                             |  | (in millions)              |        
|Branded Consumables          |  | $                          | 194.1   |   |                           | $ | 206.5 |      |  | $ | 375.3   |   |  | $ | 361.3   |  
|Consumer Solutions           |  |                            | 366.5   |   |                           |   | 359.5 |      |  |   | 724.4   |   |  |   | 711.0   |  
|Outdoor Solutions            |  |                            | 417.1   |   |                           |   | 331.9 |      |  |   | 630.0   |   |  |   | 560.0   |  
|Process Solutions            |  |                            | 88.3    |   |                           |   | 81.0  |      |  |   | 174.0   |   |  |   | 156.1   |  
|Intercompany eliminations(1) |  |                            | (15.9   | ) |                           |   | (16.9 | )    |  |   | (32.7   | ) |  |   | (34.7   | )
|                             |  |                            |         |   |                           |   |       |      |  |   |         |   |  |   |         |  
|                             |  | $                          | 1,050.1 |   |                           | $ | 962.0 |      |  | $ | 1,871.0 |   |  | $ | 1,753.7 |  
|                             |  |                            |         |   |                           |   |       |      |  |   |         |   |  |   |         |  



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

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

Net sales for the three months ended June 30, 2007 increased $88.1 million, or 9.2%, to $1.05 billion
versus the same period in the prior year. The overall increase in net sales was primarily due to the acquisition of Pure Fishing. Aggressive inventory management by certain major customers and soft consumer discretionary spending in the
non-speciality channel affected domestic sales. This was offset by increased demand internationally and with specialty domestic retailers. Net sales in the Outdoor Solutions segment during its seasonally strongest quarter increased $85.2 million
primarily as a result of the Pure Fishing acquisition. The increase in sales in the Consumer Solutions segment was due to net organic growth (approximately $7 million), which was primarily driven by new product introduction and improved pricing in
Latin America. The Process Solutions segment grew net sales approximately 9.0% on a year over year basis, primarily due to the impact of cost increases in zinc compared to 2006. Net sales in the Branded Consumables segment decreased approximately
6.0% and was primarily due to the loss of sales of a product line to a significant customer that made a strategic investment in their internal supply business.



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Cost of sales increased $57.1 million to $787.0 million for the three months ended June 30, 2007 versus the same
period in the prior year, primarily due to the increase in sales volume both organically and from 2006 acquisitions and the inclusion of a $27.1 million charge related to the purchase accounting adjustment for the elimination of manufacturers
profit in inventory related to the Pure Fishing acquisition. Cost of sales as a percentage of net sales for the three months ended June 30, 2007 and 2006 was 74.9% and 75.9%, respectively (72.3% and 75.9%, respectively excluding the charge for
the elimination of manufacturers profit in inventory). The improved margins are primarily due to improved margins in Consumer Solutions segment due to sales volume increases, and improved margins in Outdoor Solutions segment due to favorable
pricing and the mix of sales shifting to higher margin products.

Selling, general and administrative expenses increased $43.5 million to $190.6 million
for the three months ended June 30, 2007 versus the same period in the prior year. The increase was primarily due to acquisitions, increased expenses to support higher sales volume and advertising and marketing costs and the incremental
non-cash stock based compensation expense ($6.0 million).

Reorganization and acquisition-related integration costs, net, increased $3.8 million to $9.4
million for the three months ended June 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 $4.4 million for the three months ended June 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 6.8% in 2007 versus 7.3% in 2006.

The Companys tax rate for the three months ended June 30, 2007 and 2006 was approximately 43.5% and 74.0%, respectively. This difference
results principally from a $19.1 million tax charge recorded during the three months ended June 30, 2006 in association with the internal legal reorganization of the domestic Consumer Solutions businesses. The effective tax rate for the three
months ended June 30, 2007 differs from our statutory rate principally as a result of a $2.3 million tax charge recorded on the repatriation of foreign dividends.

Net income for the three months ended June 30, 2007 increased $3.4 million to $16.7 million versus the same period in the prior year. For the three months ended June 30, 2007 earnings per share were
$0.23 per diluted share versus earnings of $0.20 per diluted share for the three months ended June 30, 2006. The increase in net income is primarily due to the aforementioned tax charge for the internal legal reorganization ($19.1 million) and
improved operating results for the three months ended June 30, 2007 attributable to increased volumes and improved gross margins, offset by the $27.1 million charge for the elimination of profit in inventory and a $6.0 million increase in stock
compensation expense.

Six Months Ended June 30 2007 versus the Six Months Ended June 30, 2006

Net sales for the six months ended June 30, 2007 increased $117 million, or 6.7%, to $1.87 billion versus the same period in the prior year. Net sales in the Outdoor
Solutions segment increased $70.0 million primarily as a result of the Pure Fishing acquisition. The increase in sales in the Consumer Solutions segment was due to net organic growth (approximately $13 million), which was primarily driven by
increased demand and improved pricing in Latin America. The Process Solutions segment grew approximately 11.5% on a year over year basis, primarily due to the impact of cost increases in zinc compared to 2006. Net sales in the Branded Consumables
segment increased approximately 3.9% primarily due to the acquisition of the Pine Mountain firelog business offset by the loss of sales of a product line to a significant customer that made a strategic investment in their internal supply business.

Cost of sales increased $70.7 million to $1.41 billion for the six months ended June 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 $27.1 million charge related to the purchase accounting adjustment for the elimination of manufacturers profit in inventory related to the Pure
Fishing acquisition. Cost of sales as a percentage of net sales for the six months ended June 30, 2007 and 2006 was 75.2% and 76.2%, respectively (73.7% and 76.2%, respectively excluding the charge for the elimination of manufacturers
profit in inventory ). The improved margins are primarily due to improved margins in the Consumer Solutions segment due to sales volume increases, and improved margins in the Outdoor Solutions segment due to favorable pricing and the mix of sales
shifting to higher margin products.

Selling, general and administrative expenses increased $52.9 million to $341.8 million for the six months ended
June 30, 2007 versus the same period in the prior year. The increase was primarily due to acquisitions, increased expenses to support higher sales volume and advertising and marketing costs and the incremental non-cash stock based compensation
expense ($7.4 million), offset by a gain from environmental insurance ($3.6 million).

Reorganization and acquisition-related integration costs, net,
increased $3.5 million to $18.5 million for the six months ended June 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.



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Net interest expense increased by $3.8 million for the six months ended June 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 $2.8 million increase in interest income 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 six months ended June 30, 2007 decreased marginally to 7.0% from 7.1% from the same prior year period.

The Companys tax rate for the six months ended June 30, 2007 and 2006 was approximately 41.0% and 68.3%, respectively. The decrease in the tax provision
results principally from a $19.1 million tax charge recorded during the six months ended June 30, 2006 in association with the internal legal reorganization of the domestic Consumer Solutions businesses. The effective tax rate for the six
months ended June 30, 2007 differs from our statutory rate principally as a result of a $2.3 million tax charge recorded on the repatriation of foreign dividends.

Net income for the six months ended June 30, 2007 decreased $ 0.9 million to $18.1 million versus the same period in the prior year. For the six months ended June 30, 2007 earnings per share were $0.25
per diluted share versus earnings of $0.29 per diluted share for the six months ended June 30, 2006. The change in net income is primarily due to the aforementioned tax charge for the internal legal reorganization ($19.1 million) and improved
operating results for the six months ended June 30, 2007 attributable to increased volumes and improved gross margins, more than offset by the $27.1 million charge for the elimination of manufacturers profit in inventory, the $15.7
million loss on the early extinguishment of debt and a $7.4 million increase in non-cash stock compensation expense.

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 June 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 $17.9 million for the six months ended June 30, 2007, compared to net cash used in operating activities of $63.5 million for the same period last year. The improvement is primarily due to acquisitions and overall improvements in working
capital, primarily in the management of accounts receivable and inventory.

Net cash provided by financing activities for the six months ended
June 30, 2007 was $267 million compared to net cash used in financing activities of $23.1 million for the same period in 2006. The increase is primarily due to the issuance of long-term debt during the first quarter of 2007 which resulted in
approximately $650 million of proceeds; the repurchase of two million shares of the Companys common stock for $50 million during the first quarter of 2006; partially offset by approximately $394 million in long-term debt payments in 2007.

Net cash used in investing activities for the six months ended June 30, 2007 was $400 million versus $85.4 million for the same period in 2006. Cash
used for the acquisition of businesses for the six months ended June 30, 2007 increased approximately $278 million over the same period in 2006 due to the aforementioned acquisition of Pure Fishing. For the six months ended June 30, 2007,
capital expenditures were $37.3 million versus $31.2 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.

CAPITAL RESOURCES

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 $184 million was used to purchase 94.4% of the principal amount outstanding of the 93/4% Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) plus the tender premium and accrued interest. During May 2007, the remainder of the principal amount outstanding under
the Senior Subordinated Notes was repurchased plus the tender premium and accrued interest for approximately $11 million. 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 six months ended June 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.



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##### Table of Contents

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).

On April 24, 2007 the Company entered into a definitive merger agreement with K2, a leading provider of branded consumer products in the global sports equipment
market. Under the terms of the agreement, the Company will pay $10.85 per share of K2 common stock in cash and will issue 0.1086 of a share of Jarden common stock (subject to adjustment as provided in the merger agreement) for each share of K2
common stock outstanding as of the closing. The Company believes at closing it will have sufficient capital resources, including existing credit facilities, to fund the cash requirements under the terms of the agreement.

At June 30, 2007, there was no amount outstanding under the revolving credit portion of the Senior Credit Facility. At June 30, 2007, net availability under
the Senior Facility was $180.2 million, after deducting $19.8 million of outstanding letters of credit. The Company is required to pay commitment fees on the unused balance of the revolving credit facility. At June 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 23, 2007. 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 June 30, 2007 approximately $62 million was available for borrowing under the Companys securitization facility. The Company is required to pay commitment fees of 0.3% per annum on
the 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 June 30, 2007, the aggregate amount available under these lines of credit totaled approximately $40 million.

The Company was in compliance with all its debt covenants as of June 30, 2007.

The Company maintains cash balances which at times may be significant, at various international subsidiaries. At June 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.

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.



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As a result of the Pure Fishing acquisition, the Company has become a counterparty to a $100 million notional amount
outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed rates of interest over the term of the agreements. At June 30, 2007, the weighted average fixed rate of interest and weighted average remaining term of these
swaps was 3.95% and 1.7 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 $1.4 million at
June 30, 2007.

Aside from the contracts acquired in connection with the Pure Fishing acquisition, at June 30, 2007, the Company had $725 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 an asset of $1.2
million at June 30, 2007.

At June 30, 2007, the Company had a $41.6 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 June 30, 2007 was a liability of $4.5 million, with a corresponding offset to
long-term debt. At June 30, 2007, the Company had outstanding approximately $97 million notional amount of foreign currency contracts that were acquired in connection with the Pure Fishing acquisition, all of which mature during 2007. These
foreign currency contracts 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 foreign currency contracts was a liability of $0.7 million at
June 30, 2007.

Aside from the contracts acquired in connection with the Pure Fishing acquisition, at June 30, 2007, the Company had
approximately $158 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 June 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 June 30, 2007, the fair market
value of the foreign currency contracts designated as cash flow hedges was a liability of $3.3 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 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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##### Table of Contents

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 Environmental Protection Agency has designated the Company as a potentially responsible party, along with numerous other
companies, for the clean up of several hazardous waste sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company is currently involved in will have a
material adverse effect upon the consolidated financial position, results of operations, cash flows or competitive position of the Company. It is possible, that as additional information becomes available, the impact on the Company of an adverse
determination could have a different effect.

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. Oral arguments on the motion to dismiss were held on February 2, 2007. 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. The Court has not issued a decision on the Motion for Reconsideration. Defendants answered the amended consolidated complaint on July 10, 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.



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|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

We held our
annual meeting of stockholders on May 17, 2007. Of the 71,793,900 shares of common stock entitled to vote at the annual meeting of stockholders, 66,257,762 shares were present in person or by proxy and entitled to vote. Such number of shares
represented approximately 92.29% of our outstanding shares of common stock. Listed below are the matters voted upon at our annual meeting of stockholders and the respective voting results:



|                                                                                                                                                |  |            |  |              |  |                                      
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ------------ |  | -------------------------------------
|                                                                                                                                                |  | Voted FOR  |  | Withheld     |  | Abstained/ Broker Non-Votes          
|Election of three Class II Directors for three-year terms expiring in 2010                                                                      |  |            |  |              |  |                                      
|Ian G.H. Ashken                                                                                                                                 |  | 62,473,057 |  | 3,784,705    |  |                                     
|Richard L. Molen                                                                                                                                |  | 63,971,543 |  | 2,286,219    |  |                                     
|Charles R. Kaye                                                                                                                                 |  | 64,343,136 |  | 1,914,626    |  |                                     
|                                                                                                                                                |  |            | 
|                                                                                                                                                |  | Voted FOR  |  | VotedAGAINST |  | Withheld/ Abstained/ Broker Non-Votes
|Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting form for the year ending
December 31, 2007 |  | 64,463,575 |  | 1,790,081    |  | 4,106                                

Our board of directors is currently comprised of each of the Class II Directors listed in the table above,
including Ian G.H. Ashken, Richard L. Molen, and Charles R. Kaye, the Class I Directors, including Martin E. Franklin, René-Pierre Azria and Michael S. Gross, and the Class III Directors, including Douglas W. Huemme, Robert L. Wood, and Irwin
D. Simon.



|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).          
|        | 
|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    |  | Third Supplemental Indenture to the 2007 Indenture, dated as of May 11, 2007, among the Company, the Guarantors named therein and The Bank of New York, as Trustee.                                                                                                
|        | 
|10.1    |  | Voting Agreement dated as of April 24, 2007 among the Company and directors and executive officers of K2 Inc. (filed as Exhibit 10.1 to the Companys Current Form on 8-K, filed with the
Commission on April 27, 2007 and incorporated by reference herein).      
|        | 
|10.2    |  | Third Amended and Restated Employment Agreement, dated as of May 24, 2007, between the Company and Martin E. Franklin (filed as Exhibit 10.1 to the Companys Current Form on 8-K, filed with
the Commission on May 25, 2007 and incorporated by reference herein).
|        | 
|10.3    |  | Third Amended and Restated Employment Agreement, dated as of May 24, 2007, between the Company and Ian G.H. Ashken (filed as Exhibit 10.2 to the Companys Current Form on 8-K, filed with
the Commission on May 25, 2007 and incorporated by reference herein).   
|        | 
|10.4    |  | Second Amended and Restated Employment Agreement, dated as of May 24, 2007, between the Company and James E. Lillie (filed as Exhibit 10.3 to the Companys Current Form on 8-K, filed with
the Commission on May 25, 2007 and incorporated by reference herein).  
|        | 
|10.5    |  | Employment Agreement, dated as of May 24, 2007, between the Company and John E. Capps (filed as Exhibit 10.4 to the Companys Current Form on 8-K, filed with the Commission on May 25, 2007
and incorporated by reference herein).                                
|        | 
|10.6    |  | Employment Agreement, dated as of May 24, 2007, between the Company and Richard T. Sansone (filed as Exhibit 10.5 to the Companys Current Form on 8-K, filed with the Commission on May 25,
2007 and incorporated by reference herein).                           



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|      |  |                                                                                                                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.7  |  | Restricted Stock Award Agreement, dated May 24, 2007, between the Company and Martin E. Franklin (filed as Exhibit 10.6 to the Companys Current Form on 8-K, filed with the Commission
on May 25, 2007 and incorporated by reference herein).
|      | 
|10.8  |  | Restricted Stock Award Agreement, dated May 24, 2007, between the Company and Ian G.H. Ashken (filed as Exhibit 10.7 to the Companys Current Form on 8-K, filed with the Commission on May
25, 2007 and incorporated by reference herein).   
|      | 
|10.9  |  | Restricted Stock Award Agreement, dated May 24, 2007, between the Company and James E. Lillie (filed as Exhibit 10.8 to the Companys Current Form on 8-K, filed with the Commission on May
25, 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: July 31, 2007



| |  |  |  |                                 |  |        |  |                                                        
| |  |  |  | ------------------------------- |  | ------ |  | -------------------------------------------------------
| |  |  |  | JARDEN CORPORATION (Registrant)
| |  |  |  |                                
| |  |  |  |                                 |  | By:    |  | /s/ Richard T. Sansone                                 
| |  |  |  |                                 |  | Name:  |  | Richard T. Sansone                                     
| |  |  |  |                                 |  | Title: |  | Chief Accounting Officer (Principal Accounting Officer)



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EXHIBIT INDEX



|       |  |                                                                                                                                                                    
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|* 4.1  |  | Third Supplemental Indenture to the 2007 Indenture, dated as of May 11, 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
|- | --------------



31