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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 March 31, 2008

OR



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

For the transition period from  to

Commission
File Number: 001-13665

Jarden Corporation

(Exact name of registrant as specified in its charter)



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

(914) 967-9400

(Registrants telephone number, including area code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes   x    No   ̈

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

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

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

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



|                                        |  |                              
|--------------------------------------- |  | -----------------------------
|Class                                   |  | Outstanding at April 30, 2008
|Common Stock, par value $0.01 per share |  | 76,965,844 shares            









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JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three months ended March 31, 2008

INDEX



|         |  |                                                                                                    |  |           
|-------- |  | -------------------------------------------------------------------------------------------------- |  | ----------
|         |  |                                                                                                    |  | PageNumber
|         |  |                                                                                                   
|PART I.  |  | FINANCIAL INFORMATION:                                                                             |  | 3         
|Item 1.  |  | Financial Statements (unaudited):                                                                  |  | 3         
|         |  |                                                                                                   
|         |  | Condensed Consolidated Statements of Income for the three months ended March 31, 2008 and 2007     |  | 3         
|         |  | Condensed Consolidated Balance Sheets at March 31, 2008 and December 31, 2007                      |  | 4         
|         |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 |  | 5         
|         |  | Notes to Condensed Consolidated Financial Statements                                               |  | 6         
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 19        
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 23        
|Item 4.  |  | Controls and Procedures                                                                            |  | 23        
|PART II. |  | OTHER INFORMATION:                                                                                 |  | 23        
|Item 1.  |  | Legal Proceedings                                                                                  |  | 23        
|Item 1A. |  | Risk Factors                                                                                       |  | 26        
|Item 2   |  | Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 26        
|Item 6.  |  | Exhibits                                                                                           |  | 27        



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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 endedMarch 31, |        
|                                                                                                                                                                    |  | 2008                        |         | 2007 |  
|Net sales                                                                                                                                                           |  | $                           | 1,217.4 |      | $ | 820.9 |  
|Cost of sales                                                                                                                                                       |  |                             | 889.6   |      |   | 619.6 |  
|Selling, general and administrative expenses (including stock-based compensation of $6.0 and $6.8 for the three months ended March 31,
2008 and 2007, respectively) |  |                             | 259.8   |      |   | 151.2 |  
|Reorganization and acquisition-related integration costs, net                                                                                                       |  |                             | 10.7    |      |   | 9.1   |  
|                                                                                                                                                                    |  |                             |         |      |   |       |  
|Operating earnings                                                                                                                                                  |  |                             | 57.3    |      |   | 41.0  |  
|Interest expense, net                                                                                                                                               |  |                             | 46.2    |      |   | 25.0  |  
|Loss on early extinguishment of debt                                                                                                                                |  |                             |        |      |   | 14.8  |  
|                                                                                                                                                                    |  |                             |         |      |   |       |  
|Income before taxes                                                                                                                                                 |  |                             | 11.1    |      |   | 1.2   |  
|Income tax provision (benefit)                                                                                                                                      |  |                             | 6.4     |      |   | (0.2  | )
|                                                                                                                                                                    |  |                             |         |      |   |       |  
|Net income                                                                                                                                                          |  | $                           | 4.7     |      | $ | 1.4   |  
|                                                                                                                                                                    |  |                             |         |      |   |       |  
|Earnings per share:                                                                                                                                                 |  |                             |         |      |   |       |  
|Basic                                                                                                                                                               |  | $                           | 0.06    |      | $ | 0.02  |  
|Diluted                                                                                                                                                             |  | $                           | 0.06    |      | $ | 0.02  |  
|Weighted average shares outstanding:                                                                                                                                |  |                             |         |      |   |       |  
|Basic                                                                                                                                                               |  |                             | 75.0    |      |   | 69.0  |  
|Diluted                                                                                                                                                             |  |                             | 76.2    |      |   | 70.3  |  

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)



|                                                                                                                                   |  |               |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                   |  | March 31,2008 |         |   | December 31,2007 |  
|Assets:                                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                          |  | $             | 227.4   |   |                  | $ | 220.5   |  
|Accounts receivable, net of allowances of $63.3 and $72.3 at March 31, 2008 and December 31, 2007, respectively                    |  |               | 929.2   |   |                  |   | 978.5   |  
|Inventories                                                                                                                        |  |               | 1,234.5 |   |                  |   | 1,126.2 |  
|Deferred taxes on income                                                                                                           |  |               | 151.1   |   |                  |   | 140.5   |  
|Prepaid expenses and other current assets                                                                                          |  |               | 100.8   |   |                  |   | 84.5    |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                               |  |               | 2,643.0 |   |                  |   | 2,550.2 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Property, plant and equipment, net                                                                                                 |  |               | 518.6   |   |                  |   | 510.9   |  
|Goodwill                                                                                                                           |  |               | 1,626.7 |   |                  |   | 1,610.8 |  
|Intangibles, net                                                                                                                   |  |               | 1,123.1 |   |                  |   | 1,126.6 |  
|Other assets                                                                                                                       |  |               | 67.4    |   |                  |   | 69.6    |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                       |  | $             | 5,978.8 |   |                  | $ | 5,868.1 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Liabilities:                                                                                                                       |  |               |         |   |                  |   |         |  
|Short-term debt and current portion of long-term debt                                                                              |  | $             | 380.9   |   |                  | $ | 297.8   |  
|Accounts payable                                                                                                                   |  |               | 453.4   |   |                  |   | 439.3   |  
|Accrued salaries, wages and employee benefits                                                                                      |  |               | 117.6   |   |                  |   | 134.6   |  
|Taxes on income                                                                                                                    |  |               | 27.5    |   |                  |   | 20.9    |  
|Other current liabilities                                                                                                          |  |               | 387.2   |   |                  |   | 387.8   |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                          |  |               | 1,366.6 |   |                  |   | 1,280.4 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Long-term debt                                                                                                                     |  |               | 2,444.7 |   |                  |   | 2,449.5 |  
|Deferred taxes on income                                                                                                           |  |               | 325.1   |   |                  |   | 335.2   |  
|Other non-current liabilities                                                                                                      |  |               | 282.4   |   |                  |   | 264.4   |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                  |  |               | 4,418.8 |   |                  |   | 4,329.5 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Contingencies (see Note 8)                                                                                                         |  |               |        |   |                  |   |        |  
|Stockholders equity:                                                                                                              |  |               |         |   |                  |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at March 31, 2008 and December 31, 2007) |  |               |        |   |                  |   |        |  
|Common stock ($0.01 par value, 150.0 shares authorized, 78.4 shares issued at March 31, 2008 and December 31, 2007)                |  |               | 0.8     |   |                  |   | 0.8     |  
|Additional paid-in capital                                                                                                         |  |               | 1,251.4 |   |                  |   | 1,246.5 |  
|Retained earnings                                                                                                                  |  |               | 293.5   |   |                  |   | 288.8   |  
|Accumulated other comprehensive income                                                                                             |  |               | 64.1    |   |                  |   | 47.5    |  
|Less: Treasury stock (1.9 and 1.6 shares, at cost, at March 31, 2008 and December 31, 2007, respectively)                          |  |               | (49.8   | ) |                  |   | (45.0   | )
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                         |  |               | 1,560.0 |   |                  |   | 1,538.6 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                         |  | $             | 5,978.8 |   |                  | $ | 5,868.1 |  
|                                                                                                                                   |  |               |         |   |                  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)



|                                                                               |  |                    |       |   |               |   |        |  
|------------------------------------------------------------------------------ |  | ------------------ | ----- | - | ------------- | - | ------ | -
|                                                                               |  | Three months ended |      
|                                                                               |  | March 31,2008      |       |   | March 31,2007 |  
|Cash flows from operating activities:                                          |  |                    |       |   |               |   |        |  
|Net income                                                                     |  | $                  | 4.7   |   |               | $ | 1.4    |  
|Reconciliation of net income to net cash used in operating activities:         |  |                    |       |   |               |   |        |  
|Depreciation and amortization                                                  |  |                    | 29.1  |   |               |   | 18.2   |  
|Other non-cash items                                                           |  |                    | 1.4   |   |               |   | 8.3    |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                    |       |   |               |   |        |  
|Accounts receivable                                                            |  |                    | 67.0  |   |               |   | 59.1   |  
|Inventory                                                                      |  |                    | (85.3 | ) |               |   | (61.9  | )
|Accounts payable                                                               |  |                    | 6.7   |   |               |   | (16.5  | )
|Other assets and liabilities                                                   |  |                    | (55.1 | ) |               |   | (64.1  | )
|                                                                               |  |                    |       |   |               |   |        |  
|Net cash used in operating activities                                          |  |                    | (31.5 | ) |               |   | (55.5  | )
|                                                                               |  |                    |       |   |               |   |        |  
|Cash flows from financing activities:                                          |  |                    |       |   |               |   |        |  
|Net change in short-term debt                                                  |  |                    | 87.0  |   |               |   | 27.4   |  
|Proceeds from issuance of long-term debt                                       |  |                    |      |   |               |   | 650.0  |  
|Payments on long-term debt                                                     |  |                    | (11.8 | ) |               |   | (372.7 | )
|Proceeds from issuance of stock, net of transaction fees                       |  |                    | 1.8   |   |               |   | 2.4    |  
|Repurchase of common stock and shares tendered for taxes                       |  |                    | (10.5 | ) |               |   |       |  
|Debt issuance and settlements costs                                            |  |                    | (0.1  | ) |               |   | (31.4  | )
|Other                                                                          |  |                    | (2.5  | ) |               |   | (0.4   | )
|                                                                               |  |                    |       |   |               |   |        |  
|Net cash provided by financing activities                                      |  |                    | 63.9  |   |               |   | 275.3  |  
|                                                                               |  |                    |       |   |               |   |        |  
|Cash flows from investing activities:                                          |  |                    |       |   |               |   |        |  
|Additions to property, plant and equipment                                     |  |                    | (22.1 | ) |               |   | (15.0  | )
|Acquisition of businesses and consideration, net of cash acquired              |  |                    | (2.5  | ) |               |   | (16.0  | )
|Investments and other                                                          |  |                    | (6.8  | ) |               |   | (0.2   | )
|                                                                               |  |                    |       |   |               |   |        |  
|Net cash used in investing activities                                          |  |                    | (31.4 | ) |               |   | (31.2  | )
|                                                                               |  |                    |       |   |               |   |        |  
|Effect of exchange rate changes on cash                                        |  |                    | 5.9   |   |               |   | 0.3    |  
|                                                                               |  |                    |       |   |               |   |        |  
|Net increase in cash and cash equivalents                                      |  |                    | 6.9   |   |               |   | 188.9  |  
|Cash and cash equivalents at beginning of period                               |  |                    | 220.5 |   |               |   | 202.6  |  
|                                                                               |  |                    |       |   |               |   |        |  
|Cash and cash equivalents at end of period                                     |  | $                  | 227.4 |   |               | $ | 391.5  |  
|                                                                               |  |                    |       |   |               |   |        |  
|Supplemental cash disclosures:                                                 |  |                    |       |   |               |   |        |  
|Taxes paid                                                                     |  | $                  | 22.3  |   |               | $ | 10.3   |  
|Interest paid                                                                  |  |                    | 35.1  |   |               |   | 26.2   |  

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed
consolidated financial statements of Jarden Corporation (the Company or Jarden) have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim
financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete
financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments which are normal and recurring, 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, 2007 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
These unaudited condensed consolidated interim statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Companys latest Annual Report on Form 10-K for the year ended
December 31, 2007. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts
reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

On August 8, 2007, the Company
acquired all of the outstanding shares of K2 Inc. (the Acquisition), a leading provider of branded consumer products in the global sports equipment market (see Note 4). The Companys results of operations include the results of K2
Inc. (K2) from August 8, 2007.

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

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

Adoption of New Accounting Standards

In September 2006, the
Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value measurements. Effective January 1, 2008, the Company adopted the provisions of SFAS 157 related to financial assets and liabilities, as well as other assets and
liabilities carried at fair value on a recurring basis. These provisions, which have been applied prospectively, did not have a material impact on the Companys consolidated financial statements (see Note 9 for disclosures related to the
adoption of SFAS 157). Certain other provisions of SFAS 157 related to other nonfinancial assets and liabilities will be effective for the Company on January 1, 2009, and will be applied prospectively. The Company is currently evaluating the
impact the provisions of SFAS 157 related to other nonfinancial assets and liabilities will have on the Companys consolidated financial statements.

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

New Accounting Standards

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 Disclosures about Derivative Instruments and Hedging Activities  an
amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires that a Company with derivative instruments disclose information to enable users of the financial statements to understand: how and why an entity uses derivative
instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. As such, SFAS 161 requires
qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in
derivative agreements. SFAS 161 shall be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.



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Early application of SFAS 161 is encouraged. Since SFAS 161 requires only additional disclosures concerning derivatives and hedging activities, the adoption
of SFAS 161 will not affect the consolidated financial position, results of operations or cash flows of the Company.

2. Inventories

Inventories are comprised of the following at March 31, 2008 and December 31, 2007:



|                           |  |               |         |                  |   |        
|-------------------------- |  | ------------- | ------- | ---------------- | - | -------
|(in millions)              |  | March 31,2008 |         | December 31,2007
|Raw materials and supplies |  | $             | 230.1   |                  | $ | 203.5  
|Work in process            |  |               | 71.5    |                  |   | 61.5   
|Finished goods             |  |               | 932.9   |                  |   | 861.2  
|                           |  |               |         |                  |   |        
|Total inventories          |  | $             | 1,234.5 |                  | $ | 1,126.2
|                           |  |               |         |                  |   |        

3. Property, Plant and Equipment

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



|                                         |  |               |        |   |                  |   |        |  
|---------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|(in millions)                            |  | March 31,2008 |        |   | December 31,2007 |  
|Land                                     |  | $             | 33.4   |   |                  | $ | 32.0   |  
|Buildings                                |  |               | 197.4  |   |                  |   | 168.2  |  
|Machinery and equipment                  |  |               | 649.0  |   |                  |   | 642.7  |  
|                                         |  |               |        |   |                  |   |        |  
|                                         |  |               | 879.8  |   |                  |   | 842.9  |  
|Less: Accumulated depreciation           |  |               | (361.2 | ) |                  |   | (332.0 | )
|                                         |  |               |        |   |                  |   |        |  
|Total property, plant and equipment, net |  | $             | 518.6  |   |                  | $ | 510.9  |  
|                                         |  |               |        |   |                  |   |        |  

Depreciation of property, plant and equipment for the three months ended March 31, 2008 and 2007 was $25.1
and $16.5, respectively.

4. Acquisitions

On
August 8, 2007, the Company acquired all the outstanding shares of K2, a leading provider of branded consumer products in the global sports equipment market, in exchange for consideration of $10.85 in cash per share of K2 common stock and
0.1118 of a share of Jarden common stock for each share of K2 common stock issued and outstanding. The total value of the transaction, including debt assumed, was approximately $1.2 billion.

Pro forma results

The following unaudited pro forma financial
information presents the combined results of operations of the Company and K2 as if the Acquisition had occurred at January 1, 2007. The pro forma results presented below for the three months ended March 31, 2007 combine the historical
results of the Company and K2 for the three months ended March 31, 2007. The unaudited pro forma financial information is not intended to represent or be indicative of the Companys consolidated results of operations or financial condition
that would have been reported had the Acquisition been completed as of the beginning of the period presented and should not be taken as indicative of the Companys future consolidated results of operations or financial condition. Pro forma
adjustments are tax-effected at the statutory tax rate of 39.5%.



|                                     |  |                                  |         |  
|------------------------------------ |  | -------------------------------- | ------- | -
|(in millions, except per share data) |  | Three months endedMarch 31, 2007 |        
|Net sales                            |  | $                                | 1,193.6 |  
|Net loss                             |  |                                  | (60.3   | )
|Loss per share:                      |  |                                  |         |  
|Basic:                               |  | $                                | (0.81   | )
|Diluted:                             |  | $                                | (0.81   | )

The unaudited pro forma financial information for the three months ended March 31, 2007 includes $1.7 for the
amortization of purchased intangibles from the Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information also includes $99.3 of non-recurring charges related to the Acquisition for the fair market
value adjustment for manufacturers profit in inventory and other transaction costs.



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5. Goodwill and Intangibles

Goodwill at March 31, 2008 and December 31, 2007 is as follows:



|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        
|------------------- |  | ---------------------------------- | ------- | --------- | - | ------------------------------------ |  | - | ------------------------------- | - |  | - | -------
|(in millions)       |  | Net book valueat December 31, 2007 |         | Additions |   | Foreign Exchangeand OtherAdjustments |  |   | Net book valueat March 31, 2008
|Branded Consumables |  | $                                  | 496.3   |           | $ |                                     |  | $ | 9.4                             |   |  | $ | 505.7  
|Consumer Solutions  |  |                                    | 484.2   |           |   |                                     |  |   | 1.6                             |   |  |   | 485.8  
|Outdoor Solutions   |  |                                    | 630.3   |           |   | 7.6                                  |  |   | (2.7                            | ) |  |   | 635.2  
|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        
|                    |  | $                                  | 1,610.8 |           | $ | 7.6                                  |  | $ | 8.3                             |   |  | $ | 1,626.7
|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        

Intangibles at March 31, 2008 and December 31, 2007 are as follows:



|                                                |  |                                          |         |           |   |                                            |  |   |                               |   |                            |   |         |  |           
|----------------------------------------------- |  | ---------------------------------------- | ------- | --------- | - | ------------------------------------------ |  | - | ----------------------------- | - | -------------------------- | - | ------- |  | ----------
|(in millions)                                   |  | Gross CarryingAmount atDecember 31, 2007 |         | Additions |   | AccumulatedAmortizationand ForeignExchange |  |   | Net bookvalue atMarch 31,2008 |   | AmortizationPeriods(years)
|Patents                                         |  | $                                        | 0.1     |           | $ |                                           |  | $ |                              |   |                            | $ | 0.1     |  | 30        
|Non-compete agreements                          |  |                                          | 1.7     |           |   |                                           |  |   | (1.4                          | ) |                            |   | 0.3     |  | 3-5       
|Manufacturing process and expertise             |  |                                          | 32.0    |           |   |                                           |  |   | (10.0                         | ) |                            |   | 22.0    |  | 3-7       
|Brand names                                     |  |                                          | 4.3     |           |   |                                           |  |   | (0.7                          | ) |                            |   | 3.6     |  | 4-10      
|Customer relationships and distributor channels |  |                                          | 146.2   |           |   |                                           |  |   | (11.0                         | ) |                            |   | 135.2   |  | 10-25     
|Trademarks and tradenames                       |  |                                          | 960.4   |           |   |                                           |  |   | 1.5                           |   |                            |   | 961.9   |  | indefinite
|                                                |  |                                          |         |           |   |                                            |  |   |                               |   |                            |   |         |  |           
|                                                |  | $                                        | 1,144.7 |           | $ |                                           |  | $ | (21.6                         | ) |                            | $ | 1,123.1 |  |           
|                                                |  |                                          |         |           |   |                                            |  |   |                               |   |                            |   |         |  |           

Amortization of intangibles for the three months ended March 31, 2008 and 2007 was $4.0 and $1.7,
respectively.

6. Warranty Reserve

The warranty
reserve activity for the three months ended March 31, 2008 is as follows:



|                                      |  |      |       |  
|------------------------------------- |  | ---- | ----- | -
|(in millions)                         |  | 2008 |      
|Warranty reserve at January 1,        |  | $    | 88.8  |  
|Acquisitions and other adjustments    |  |      | 0.5   |  
|Provisions for warranties issued, net |  |      | 24.9  |  
|Warranty claims paid                  |  |      | (35.6 | )
|                                      |  |      |       |  
|Warranty reserve at March 31,         |  | $    | 78.6  |  
|                                      |  |      |       |  

7. Debt and Derivative Financial Instruments

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



|                                         |  |               |         |   |                  |   |         |  
|---------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|(in millions)                            |  | March 31,2008 |         |   | December 31,2007 |  
|Senior Credit Facility Term Loans        |  | $             | 1,659.8 |   |                  | $ | 1,664.0 |  
|Revolving Credit Facility                |  |               | 55.0    |   |                  |   |        |  
|71/2% Senior
Subordinated Notes due 2017 |  |               | 650.0   |   |                  |   | 650.0   |  
|Securitization Facility due 2008         |  |               | 250.0   |   |                  |   | 250.0   |  
|2% Subordinated Note due 2012            |  |               | 95.2    |   |                  |   | 94.9    |  
|5% Convertible Debentures due 2010       |  |               | 3.1     |   |                  |   | 12.4    |  
|Non-U.S. borrowings                      |  |               | 104.5   |   |                  |   | 68.0    |  
|Other (primarily capital leases)         |  |               | 8.0     |   |                  |   | 8.0     |  
|                                         |  |               |         |   |                  |   |         |  
|Total debt                               |  |               | 2,825.6 |   |                  |   | 2,747.3 |  
|                                         |  |               |         |   |                  |   |         |  
|Less: current portion                    |  |               | (380.9  | ) |                  |   | (297.8  | )
|                                         |  |               |         |   |                  |   |         |  
|Total long-term debt                     |  | $             | 2,444.7 |   |                  | $ | 2,449.5 |  
|                                         |  |               |         |   |                  |   |         |  

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



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8. Contingencies

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

Environmental

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

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

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 March 31, 2008.

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

Litigation

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

Product Liability

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



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

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

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

Securities and Related Litigation

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

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

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

In February 2006, a derivative complaint was filed against certain Company
officers and the Board of Directors of the Company in the United States District Court for the Southern District of New York. The Company 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.

Sale of K2 Inc. to Jarden Corporation

City of Roseville Employees Retirement System v. K2 Inc., et
al.

This case was filed on May 4, 2007 by a shareholder of K2 on behalf of itself and a putative class of shareholders against K2 and the members
of its Board of Directors seeking to enjoin the merger transaction (the Merger) between K2 and a wholly owned subsidiary of the Company on the purported grounds that the members of the Board of Directors of K2 allegedly breached
fiduciary duties to the K2 shareholders in connection with the negotiation and structure of the Merger as well as the disclosures made by K2 to shareholders in its proxy. On July 30, 2007, K2 announced that it and the City of Roseville
Employees Retirement System agreed to a settlement in principle of the litigation pursuant to which K2 made certain disclosures regarding the transaction in its proxy materials sent to shareholders and reports filed with the SEC and amended
the merger agreement to reduce from $27.5 to $24 the termination fee that



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##### Table of Contents

would have been payable by K2 to the Company under certain circumstances in the event that the merger agreement had been terminated. The settlement, which
includes full releases of all the defendants as well as the Company, was approved by the California Superior Court on April 9, 2008. A companion case brought by Steamfitters Local 449 Pension & Retirement Security Funds has been
dismissed.

Other

In connection with the sale
of its Anthony Pools Division, K2 received certain distributions in 1997 and 1998 from a corporation in which it held a minority interest. On March 30, 2007, K2 received a notice of liability from the Internal Revenue Service asserting
transferee liability for federal income taxes of this corporation totaling $16.5. K2 has contested the notice of liability by filing a petition in United States Tax Court and intends to defend itself, by among other things, seeking contribution from
other shareholders of this corporation. At this time, K2 is continuing to gather information related to this matter.

9. Fair Value Measurements

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

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

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

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

The following table summarizes assets and liabilities that are measured at fair value on a recurring basis at March 31, 2008.



|                              |  |                                            |      |         |   |       |       |  |   |       |  
|----------------------------- |  | ------------------------------------------ | ---- | ------- | - | ----- | ----- |  | - | ----- | -
|                              |  | March 31, 2008Fair Value Asset (Liability) |     
|(in millions)                 |  | Level 1                                    |      | Level 2 |   |       | Total | 
|Derivatives:                  |  |                                            |      |         |   |       |       |  |   |       |  
|Assets                        |  | $                                          |     |         | $ | 0.3   |       |  | $ | 0.3   |  
|Liabilities                   |  |                                            |     |         |   | (50.6 | )     |  |   | (50.6 | )
|Available for sale securities |  |                                            | 10.5 |         |   |      |       |  |   | 10.5  |  

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

10.
Earnings Per Share



|                                     |  |                             |      |      |   |     
|------------------------------------ |  | --------------------------- | ---- | ---- | - | ----
|                                     |  | Three months endedMarch 31,
|(in millions, except per share data) |  | 2008                        |      | 2007
|Net income, as reported              |  | $                           | 4.7  |      | $ | 1.4 
|Weighted average shares outstanding: |  |                             |      |      |   |     
|Basic                                |  |                             | 75.0 |      |   | 69.0
|Dilutive share-based awards          |  |                             | 1.2  |      |   | 1.3 
|                                     |  |                             |      |      |   |     
|Diluted                              |  |                             | 76.2 |      |   | 70.3
|                                     |  |                             |      |      |   |     
|Earnings per share:                  |  |                             |      |      |   |     
|Basic                                |  | $                           | 0.06 |      | $ | 0.02
|Diluted                              |  | $                           | 0.06 |      | $ | 0.02

Stock options and warrants to purchase 3.2 million shares of the Companys common stock at
March 31, 2008 (none at March 31, 2007), had exercise prices that exceeded the average market price of the Companys common stock for the three months ended March 31, 2008. As such, these share-based awards did not affect the
computation of diluted earnings per share.



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##### Table of Contents

11. Comprehensive Income

The components of comprehensive income are as follows:



|                                  |  |                             |       |   |      |   |      |  
|--------------------------------- |  | --------------------------- | ----- | - | ---- | - | ---- | -
|                                  |  | Three months endedMarch 31, |      
|(in millions)                     |  | 2008                        |       |   | 2007 |  
|Net income                        |  | $                           | 4.7   |   |      | $ | 1.4  |  
|Derivative financial instruments  |  |                             | (15.1 | ) |      |   | (1.6 | )
|Unrealized gain on investment     |  |                             | 0.2   |   |      |   |     |  
|Cumulative translation adjustment |  |                             | 31.8  |   |      |   | 3.1  |  
|Accrued benefit cost              |  |                             | (0.3  | ) |      |   |     |  
|                                  |  |                             |       |   |      |   |      |  
|Comprehensive income              |  | $                           | 21.3  |   |      | $ | 2.9  |  
|                                  |  |                             |       |   |      |   |      |  

12. Employee Benefit Plans

Components of Net Periodic Costs

Pension Benefits

|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | ---------------------------- | ---- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Three months ended March 31, |     
|                               |  | 2008                         |      |   | 2007    |  
|(in millions)                  |  | Domestic                     |      |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                            | 0.1  |   |         | $ | 0.2  |       |  | $ | 0.3      |   |  | $       | 0.1  |   |       | $ | 0.2  |   |  | $ | 0.3  |  
|Interest cost                  |  |                              | 4.6  |   |         |   | 0.5  |       |  |   | 5.1      |   |  |         | 3.6  |   |       |   | 0.1  |   |  |   | 3.7  |  
|Expected return on plan assets |  |                              | (4.7 | ) |         |   | (0.3 | )     |  |   | (5.0     | ) |  |         | (3.2 | ) |       |   | (0.1 | ) |  |   | (3.3 | )
|Amortization, net              |  |                              |     |   |         |   |     |       |  |   |         |   |  |         | 0.1  |   |       |   |     |   |  |   | 0.1  |  
|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  | $                            |     |   |         | $ | 0.4  |       |  | $ | 0.4      |   |  | $       | 0.6  |   |       | $ | 0.2  |   |  | $ | 0.8  |  
|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  

Postretirement Benefits



|                  |  |                             |      |   |      |   |      |  
|----------------- |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                  |  | Three months endedMarch 31, |     
|(in millions)     |  | 2008                        |      |   | 2007 |  
|Service cost      |  | $                           | 0.1  |   |      | $ | 0.1  |  
|Interest cost     |  |                             | 0.2  |   |      |   | 0.3  |  
|Amortization, net |  |                             | (0.3 | ) |      |   | (0.2 | )
|                  |  |                             |      |   |      |   |      |  
|Net periodic cost |  | $                           |     |   |      | $ | 0.2  |  
|                  |  |                             |      |   |      |   |      |  

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

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



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13. Reorganization and Acquisition-Related Integration Costs

For the three months ended March 31, 2008 and 2007, the Company recorded the following reorganization and acquisition-related integration costs:

Three months ended March 31, 2008



|                                      |  |                      |     |              |   |            |  |       |   |  |   |     
|------------------------------------- |  | -------------------- | --- | ------------ | - | ---------- |  | ----- | - |  | - | ----
|(in millions)                         |  | EmployeeTerminations |     | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                      |     |              |   |            |  |       |   |  |   |     
|Branded Consumables                   |  | $                    | 0.5 |              | $ | 0.7        |  | $     |  |  | $ | 1.2 
|Outdoor Solutions                     |  |                      | 3.3 |              |   | 3.7        |  |       |  |  |   | 7.0 
|Process Solutions                     |  |                      | 1.3 |              |   | 0.2        |  |       |  |  |   | 1.5 
|Corporate                             |  |                      |    |              |   | 1.0        |  |       |  |  |   | 1.0 
|                                      |  |                      |     |              |   |            |  |       |   |  |   |     
|Subtotal                              |  |                      | 5.1 |              |   | 5.6        |  |       |  |  |   | 10.7
|Capitalized as a Cost of Acquisition: |  |                      |     |              |   |            |  |       |   |  |   |     
|Outdoor Solutions                     |  |                      | 0.3 |              |   |           |  |       |  |  |   | 0.3 
|                                      |  |                      |     |              |   |            |  |       |   |  |   |     
|                                      |  | $                    | 5.4 |              | $ | 5.6        |  | $     |  |  | $ | 11.0
|                                      |  |                      |     |              |   |            |  |       |   |  |   |     

Three months ended March 31, 2007



|                    |  |                      |     |              |   |            |  |       |     |  |   |    
|------------------- |  | -------------------- | --- | ------------ | - | ---------- |  | ----- | --- |  | - | ---
|(in millions)       |  | EmployeeTerminations |     | OtherCharges |   | Impairment |  | Total
|Branded Consumables |  | $                    | 0.3 |              | $ | 1.5        |  | $     | 0.2 |  | $ | 2.0
|Consumer Solutions  |  |                      | 4.7 |              |   | 1.6        |  |       |    |  |   | 6.3
|Outdoor Solutions   |  |                      | 0.1 |              |   | 0.7        |  |       |    |  |   | 0.8
|                    |  |                      |     |              |   |            |  |       |     |  |   |    
|                    |  | $                    | 5.1 |              | $ | 3.8        |  | $     | 0.2 |  | $ | 9.1
|                    |  |                      |     |              |   |            |  |       |     |  |   |    

Capitalized Reorganization and Acquisition- Related Integration Costs

In connection with the Acquisition, management approved and initiated plans to restructure the operations of K2. These plans were contemplated at the time of acquisition
and include, in part, the elimination of certain duplicative functions and vacating redundant facilities in order to reduce the combined cost structure of the Company. The capitalized costs incurred during 2008 primarily relate to workforce
reductions associated with the elimination of duplicative functions and other exit costs resulting from the Acquisition. These costs are recognized as a liability assumed in the Acquisition and are included in the allocation of the cost to acquire
K2 and are accrued within the Outdoor Solutions segment.

Branded Consumables Segment

In 2007, the Company initiated a plan to consolidate certain non-manufacturing processes across the segment platform. This plan includes headcount reduction and facility
consolidation. Prior to 2007, the Company began implementing a strategic plan to reorganize its Branded Consumables segment and thereby facilitate long-term cost savings and improve management and reporting capabilities. Specific cost savings
initiatives include the utilization of certain shared distribution and warehousing services and information systems platforms and outsourcing the manufacturing of certain kitchen products. Employee termination charges for the three months ended
March 31, 2008 and 2007 primarily relate to these plans and substantially all employees under this plan have been terminated as of March 31, 2008.

For the three months ended March 31, 2008, other charges primarily consist of professional fees. For the three months ended March 31, 2007 other charges primarily consist of facility closing costs ($0.9) and other costs, primarily
related to professional fees ($0.6).

Consumer Solutions Segment Reorganization

As part of the acquisition of American Household, Inc. (the AHI Acquisition) and The Holmes Group, Inc. (the THG Acquisition) in 2005, it was determined that, due to similarities between the
combined Consumer Solutions customer base, distribution channels and operations, significant cost savings could be achieved by integrating certain functions of these businesses, such as distribution and warehousing, information technology and
certain administrative functions. In order to leverage a shared infrastructure, the Company initiated certain reorganization plans prior to 2007. This initiative was largely completed during 2007. Employee termination charges for the three months
ended March 31, 2007 primarily relate to this plan. For the three months ended March 31, 2007, other costs consist primarily of professional fees.



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As of March 31, 2008, approximately $12 of costs (primarily lease obligations) remain accrued for this initiative.

Outdoor Solutions Segment

During 2007, the
Company initiated plans to integrate certain businesses acquired from K2 and Pure Fishing. This plan includes, in part, facility closings and headcount reductions. Employee termination charges for the three months ended March 31, 2008 relate to
the implementation of these initiatives.

For the three months ended March 31, 2008, other charges, which result from the integration of K2 and Pure
Fishing, include contract termination fees ($1.9), professional fees ($1.0) and other costs ($0.8), which are comprised primarily of moving costs.

As of
March 31, 2008, $7.2 of severance and other employee benefit-related costs and $4.3 of other costs remain accrued for these initiatives.

Process Solutions Segment Reorganization

During 2007, the Company initiated a plan to consolidate manufacturing facilities related
to the plastics business. The plan is expected to result in facility closures and headcount reductions. Employee termination charges for the three months ended March 31, 2008 primarily relate to this plan.

Corporate Reorganization and Acquisition-Related Integration Costs

For the three months ended March 31, 2008, other charges ($1.0) are primarily due to the integration of certain corporate functions related to the Acquisition.

The following table sets forth the details and the activity related to reorganization and acquisition-related integration costs as of and for the three months ended March 31, 2008 (in millions):



|                                     |  |                                   |      |                                                             |   |                               |  |          |      |  |                          |      |   |                                |   |      |   |  |   |     
|------------------------------------ |  | --------------------------------- | ---- | ----------------------------------------------------------- | - | ----------------------------- |  | -------- | ---- |  | ------------------------ | ---- | - | ------------------------------ | - | ---- | - |  | - | ----
|                                     |  |                                   |      | Reorganization andAcquisition-relatedIntegration Costs, net |   |                               |  |          |      |  |                          |     
|                                     |  | AccrualBalance atDecember 31,2007 |      | Capitalizedas a Cost ofAcquisition                          |   | Chargedto Result ofOperations |  | Payments |      |  | ForeignCurrencyand Other |      |   | AccrualBalance atMarch 31,2008
|Severance and other employee-related |  | $                                 | 11.6 |                                                             | $ | 0.3                           |  | $        | 5.1  |  | $                        | (3.3 | ) |                                | $ | (0.9 | ) |  | $ | 12.8
|Other costs                          |  |                                   | 14.9 |                                                             |   |                              |  |          | 5.6  |  |                          | (5.9 | ) |                                |   | 0.9  |   |  |   | 15.5
|                                     |  |                                   |      |                                                             |   |                               |  |          |      |  |                          |      |   |                                |   |      |   |  |   |     
|                                     |  | $                                 | 26.5 |                                                             | $ | 0.3                           |  | $        | 10.7 |  | $                        | (9.2 | ) |                                | $ |     |   |  | $ | 28.3
|                                     |  |                                   |      |                                                             |   |                               |  |          |      |  |                          |      |   |                                |   |      |   |  |   |     

14. Segment Information

The Company and its chief operating decision maker use segment earnings to measure segment operating performance. During the first quarter of 2008, the Company modified the composition of segment earnings
to include stock-based compensation. All prior periods have been reclassified to conform to the current presentation. For comparative prior year annual data, see Exhibit 99.1 filed herein.

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

In the Outdoor Solutions segment, the Company manufactures or sources, markets and distributes consumer active
lifestyle products worldwide for use outside the home or away from the home under well-known brand names. The Company sells products for camping, backpacking, tailgating, outdoor cooking and other outdoor active lifestyle activities under the
Campingaz® and Coleman® brand names. The Company sells personal flotation devices, water sports products and all-terrain vehicle
equipment under brand names such as Stearns®, Sevylor®, Sospenders®, Hodgman®, and Mad Dog Gear®. The Company sells fishing equipment, under
brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®, JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly
Stik® and Xtools®. Baseball, softball, football, basketball and lacrosse products are sold under brand names such as deBeer®, Gait by deBeer®, Miken®, Rawlings®and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand
names such as Atlas , K2® , Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl®and 5150 Snowboards®. The Company also sells high performance technical outdoor apparel and equipment under brand names such as Adio®, Ex Officio®, Marmot® and Planet Earth®.



14



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##### Table of Contents

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® and VillaWare® 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 the Bionaire® brand name, and its fans and heaters are sold under the Holmes® and Patton® brand names.

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 paint brushes, 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. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, BRK®,
Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, KEM®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain® brand names, among others.

The Process
Solutions segment consists primarily of the plastic business, which manufactures, markets and distributes a wide variety of plastic products, including jar closures, contact lens packaging, monofilament, plastic cutlery, refrigerator door liners,
medical disposables and rigid packaging, and our zinc strip business, which is the largest producer of zinc strip and fabricated zinc products in North America, manufacturing a broad array of original equipment manufacturer (OEM) such as
coinage blanks for the U.S. Mint, Royal Canadian Mint, and international markets. The monofilament business, which produces nylon and polyester monofilament line used in various products, including woven mats used by paper producers and weed trimmer
cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications, is also reported within this Process Solutions segment.

Segment information as of and for the three months ended March 31, 2008 and 2007 is as follows:



|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ---------------- |  | - | ---------------- | - |  | ------------------------ | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|(in millions)                                                   |  | BrandedConsumables |         |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Three months ended March 31, 2008                               |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                  | 169.1   |   |                   | $ | 319.3   |                  |  | $ | 658.3            |   |  | $                        | 88.9  |   |                        | $ | (18.2 | )                     |  | $ | 1,217.4      |   |  | $ |      |   |  | $ | 1,217.4 |  
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                  | 13.8    |   |                   | $ | 37.1    |                  |  | $ | 59.2             |   |  | $                        | 9.1   |   |                        | $ |      |                       |  | $ | 119.2        |   |  | $ | (22.1 | ) |  | $ | 97.1    |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                    | (1.2    | ) |                   |   |        |                  |  |   | (7.0             | ) |  |                          | (1.5  | ) |                        |   |      |                       |  |   | (9.7         | ) |  |   | (1.0  | ) |  |   | (10.7   | )
|Depreciation and amortization                                   |  |                    | (4.2    | ) |                   |   | (6.5    | )                |  |   | (15.2            | ) |  |                          | (3.0  | ) |                        |   |      |                       |  |   | (28.9        | ) |  |   | (0.2  | ) |  |   | (29.1   | )
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                  | 8.4     |   |                   | $ | 30.6    |                  |  | $ | 37.0             |   |  | $                        | 4.6   |   |                        | $ |      |                       |  | $ | 80.6         |   |  | $ | (23.3 | ) |  | $ | 57.3    |  
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Other segment data:                                             |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                  | 1,064.1 |   |                   | $ | 1,736.9 |                  |  | $ | 2,905.7          |   |  | $                        | 181.1 |   |                        | $ |      |                       |  | $ | 5,887.8      |   |  | $ | 91.0  |   |  | $ | 5,978.8 |  
|                                                                |  |                    |         |   |                   |   |         |                 
|(in millions)                                                   |  | BrandedConsumables |         |   | ConsumerSolutions |   |         | OutdoorSolutions |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Three months ended March 31, 2007                               |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                  | 181.2   |   |                   | $ | 357.9   |                  |  | $ | 212.9            |   |  | $                        | 85.7  |   |                        | $ | (16.8 | )                     |  | $ | 820.9        |   |  | $ |      |   |  | $ | 820.9   |  
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  | $                  | 16.5    |   |                   | $ | 39.6    |                  |  | $ | 22.0             |   |  | $                        | 7.4   |   |                        | $ |      |                       |  | $ | 85.5         |   |  | $ | (17.2 | ) |  | $ | 68.3    |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization and acquisition-related integration costs, net   |  |                    | (2.0    | ) |                   |   | (6.3    | )                |  |   | (0.8             | ) |  |                          |      |   |                        |   |      |                       |  |   | (9.1         | ) |  |   |      |   |  |   | (9.1    | )
|Depreciation and amortization                                   |  |                    | (4.2    | ) |                   |   | (7.1    | )                |  |   | (4.3             | ) |  |                          | (2.3  | ) |                        |   |      |                       |  |   | (17.9        | ) |  |   | (0.3  | ) |  |   | (18.2   | )
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                  | 10.3    |   |                   | $ | 26.2    |                  |  | $ | 16.9             |   |  | $                        | 5.1   |   |                        | $ |      |                       |  | $ | 58.5         |   |  | $ | (17.5 | ) |  | $ | 41.0    |  
|                                                                |  |                    |         |   |                   |   |         |                  |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  



15



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15. Condensed Consolidating Financial Statements

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

Condensed Consolidating Statements of Income



|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|------------------------------------ |  | --------------------------------- | ----- | - | --------------------- | - | ----- | ------------------------- |  | ------------ | ----- |  | ------------ | ----- | - |  | - | -------
|                                     |  | Three months ended March 31, 2008
|(in millions)                        |  | Parent                            |       |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                 |      |   |                       | $ | 773.7 |                           |  | $            | 486.8 |  | $            | (43.1 | ) |  | $ | 1,217.4
|Costs and expenses                   |  |                                   | 21.3  |   |                       |   | 722.9 |                           |  |              | 459.0 |  |              | (43.1 | ) |  |   | 1,160.1
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Operating (loss) earnings            |  |                                   | (21.3 | ) |                       |   | 50.8  |                           |  |              | 27.8  |  |              |      |   |  |   | 57.3   
|Other expense, net                   |  |                                   | 42.5  |   |                       |   | (5.7  | )                         |  |              | 15.8  |  |              |      |   |  |   | 52.6   
|Equity in the income of subsidiaries |  |                                   | 68.5  |   |                       |   | 12.1  |                           |  |              |      |  |              | (80.6 | ) |  |   |       
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Net income (loss)                    |  | $                                 | 4.7   |   |                       | $ | 68.6  |                           |  | $            | 12.0  |  | $            | (80.6 | ) |  | $ | 4.7    
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|                                     | 
|                                     |  | Three months ended March 31, 2007
|(in millions)                        |  | Parent                            |       |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                 |      |   |                       | $ | 597.2 |                           |  | $            | 261.9 |  | $            | (38.2 | ) |  | $ | 820.9  
|Costs and expenses                   |  |                                   | 18.0  |   |                       |   | 571.1 |                           |  |              | 229.0 |  |              | (38.2 | ) |  |   | 779.9  
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Operating (loss) earnings            |  |                                   | (18.0 | ) |                       |   | 26.1  |                           |  |              | 32.9  |  |              |      |   |  |   | 41.0   
|Other expense, net                   |  |                                   | 38.4  |   |                       |   | (11.7 | )                         |  |              | 12.9  |  |              |      |   |  |   | 39.6   
|Equity in the income of subsidiaries |  |                                   | 57.8  |   |                       |   | 23.2  |                           |  |              |      |  |              | (81.0 | ) |  |   |       
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Net income (loss)                    |  | $                                 | 1.4   |   |                       | $ | 61.0  |                           |  | $            | 20.0  |  | $            | (81.0 | ) |  | $ | 1.4    
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        

Condensed Consolidating Balance Sheets



|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|------------------------------------------ |  | -------------------- | ------- | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                           |  | As of March 31, 2008
|(in millions)                              |  | Parent               |         | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets                                     |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current assets                             |  | $                    | 69.1    |                       | $ | 1,094.8                   |  | $            | 1,479.8 |  | $            | (0.7     | ) |  | $ | 2,643.0
|Investment in subsidiaries                 |  |                      | 4,343.5 |                       |   | 682.5                     |  |              |        |  |              | (5,026.0 | ) |  |   |       
|Non-current assets                         |  |                      | 132.1   |                       |   | 3,460.8                   |  |              | 306.8   |  |              | (563.9   | ) |  |   | 3,335.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total assets                               |  | $                    | 4,544.7 |                       | $ | 5,238.1                   |  | $            | 1,786.6 |  | $            | (5,590.6 | ) |  | $ | 5,978.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Liabilities and stockholders equity       |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current liabilities                        |  | $                    | 156.7   |                       | $ | 557.9                     |  | $            | 652.1   |  | $            | (0.1     | ) |  | $ | 1,366.6
|Non-current liabilities                    |  |                      | 2,828.0 |                       |   | 403.2                     |  |              | 385.5   |  |              | (564.5   | ) |  |   | 3,052.2
|Stockholders equity                       |  |                      | 1,560.0 |                       |   | 4,277.0                   |  |              | 749.0   |  |              | (5,026.0 | ) |  |   | 1,560.0
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $                    | 4,544.7 |                       | $ | 5,238.1                   |  | $            | 1,786.6 |  | $            | (5,590.6 | ) |  | $ | 5,978.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        



16



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##### Table of Contents

|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|--------------------------------------------------------------- |  | --------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ------- | -
|                                                                |  | As of December 31, 2007           |        
|(in millions)                                                   |  | Parent                            |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Assets                                                          |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current assets                                                  |  | $                                 | 67.3    |   |                       | $ | 1,012.7 |                           |  | $ | 1,470.9      |   |  | $            | (0.7     | ) |  | $ | 2,550.2 |  
|Investment in subsidiaries                                      |  |                                   | 4,268.9 |   |                       |   | 819.4   |                           |  |   |             |   |  |              | (5,088.3 | ) |  |   |        |  
|Non-current assets                                              |  |                                   | 97.5    |   |                       |   | 3,530.0 |                           |  |   | 255.2        |   |  |              | (564.8   | ) |  |   | 3,317.9 |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total assets                                                    |  | $                                 | 4,433.7 |   |                       | $ | 5,362.1 |                           |  | $ | 1,726.1      |   |  | $            | (5,653.8 | ) |  | $ | 5,868.1 |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Liabilities and stockholders equity                            |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Current liabilities                                             |  | $                                 | 89.6    |   |                       | $ | 606.7   |                           |  | $ | 584.1        |   |  | $            |         |   |  | $ | 1,280.4 |  
|Non-current liabilities                                         |  |                                   | 2,805.5 |   |                       |   | 513.4   |                           |  |   | 295.7        |   |  |              | (565.5   | ) |  |   | 3,049.1 |  
|Stockholders equity                                            |  |                                   | 1,538.6 |   |                       |   | 4,242.0 |                           |  |   | 846.3        |   |  |              | (5,088.3 | ) |  |   | 1,538.6 |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Total liabilities and stockholders equity                      |  | $                                 | 4,433.7 |   |                       | $ | 5,362.1 |                           |  | $ | 1,726.1      |   |  | $            | (5,653.8 | ) |  | $ | 5,868.1 |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|                                                               
|Condensed Consolidating Statements of Cash Flows                | 
|                                                                | 
|                                                                |  | Three months ended March 31, 2008 |        
|(in millions)                                                   |  | Parent                            |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Net cash used in operating activities                           |  | $                                 | (562.3  | ) |                       | $ | 531.4   |                           |  | $ | (0.6         | ) |  | $            |         |   |  | $ | (31.5   | )
|Financing activities:                                           |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net change in short-term debt                                   |  |                                   | 54.3    |   |                       |   |        |                           |  |   | 32.7         |   |  |              |         |   |  |   | 87.0    |  
|Proceeds (payments) from (to) intercompany transactions         |  |                                   | 533.0   |   |                       |   | (513.7  | )                         |  |   | (19.3        | ) |  |              |         |   |  |   |        |  
|Proceeds from issuance of long-term debt                        |  |                                   |        |   |                       |   |        |                           |  |   |             |   |  |              |         |   |  |   |        |  
|Payments on long-term debt                                      |  |                                   | (11.7   | ) |                       |   |        |                           |  |   | (0.1         | ) |  |              |         |   |  |   | (11.8   | )
|Issuance (repurchase) of common stock, net                      |  |                                   | (8.7    | ) |                       |   |        |                           |  |   |             |   |  |              |         |   |  |   | (8.7    | )
|Other                                                           |  |                                   | (0.1    | ) |                       |   |        |                           |  |   | (2.5         | ) |  |              |         |   |  |   | (2.6    | )
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash provided by (used in) financing activities             |  |                                   | 566.8   |   |                       |   | (513.7  | )                         |  |   | 10.8         |   |  |              |         |   |  |   | 63.9    |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Investing Activities:                                           |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Additions to property, plant and equipment                      |  |                                   | (0.8    | ) |                       |   | (16.8   | )                         |  |   | (4.5         | ) |  |              |         |   |  |   | (22.1   | )
|Acquisition of business and consideration, net of cash acquired |  |                                   | (1.5    | ) |                       |   |        |                           |  |   | (1.0         | ) |  |              |         |   |  |   | (2.5    | )
|Other                                                           |  |                                   |        |   |                       |   |        |                           |  |   | (6.8         | ) |  |              |         |   |  |   | (6.8    | )
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net cash (used in) investing activities                         |  |                                   | (2.3    | ) |                       |   | (16.8   | )                         |  |   | (12.3        | ) |  |              |         |   |  |   | (31.4   | )
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Effect of exchange rate changes on cash                         |  |                                   |        |   |                       |   |        |                           |  |   | 5.9          |   |  |              |         |   |  |   | 5.9     |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Net increase (decrease) in cash and cash equivalents            |  |                                   | 2.2     |   |                       |   | 0.9     |                           |  |   | 3.8          |   |  |              |         |   |  |   | 6.9     |  
|Cash and cash equivalents at beginning of period                |  |                                   | 59.3    |   |                       |   | 10.7    |                           |  |   | 150.5        |   |  |              |         |   |  |   | 220.5   |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  
|Cash and cash equivalents at end of period                      |  | $                                 | 61.5    |   |                       | $ | 11.6    |                           |  | $ | 154.3        |   |  | $            |         |   |  | $ | 227.4   |  
|                                                                |  |                                   |         |   |                       |   |         |                           |  |   |              |   |  |              |          |   |  |   |         |  



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|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|------------------------------------------------------- |  | --------------------------------- | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                        |  | Three months ended March 31, 2007 |       
|(in millions)                                           |  | Parent                            |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash used in operating activities                   |  | $                                 | (35.3  | ) |                       | $ | (15.6 | )                         |  | $ | (4.6         | ) |              | $ |  |  | $ | (55.5  | )
|Financing activities:                                   |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net change in short-term debt                           |  |                                   |       |   |                       |   |      |                           |  |   | 27.4         |   |              |   |  |  |   | 27.4   |  
|Proceeds (payments) from (to) intercompany transactions |  |                                   | 11.0   |   |                       |   | 25.6  |                           |  |   | (36.6        | ) |              |   |  |  |   |       |  
|Proceeds from issuance of long-term debt                |  |                                   | 650.0  |   |                       |   |      |                           |  |   |             |   |              |   |  |  |   | 650.0  |  
|Payments on long-term debt                              |  |                                   | (372.4 | ) |                       |   | (0.2  | )                         |  |   | (0.1         | ) |              |   |  |  |   | (372.7 | )
|Issuance (repurchase) of common stock, net              |  |                                   | 2.4    |   |                       |   |      |                           |  |   |             |   |              |   |  |  |   | 2.4    |  
|Other                                                   |  |                                   | (31.8  | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (31.8  | )
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities     |  |                                   | 259.2  |   |                       |   | 25.4  |                           |  |   | (9.3         | ) |              |   |  |  |   | 275.3  |  
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Investing Activities:                                   |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Additions to property, plant and equipment              |  |                                   |       |   |                       |   | (12.2 | )                         |  |   | (2.8         | ) |              |   |  |  |   | (15.0  | )
|Acquisition of business, net of cash acquired           |  |                                   | (16.0  | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (16.0  | )
|Other                                                   |  |                                   |       |   |                       |   | (0.2  | )                         |  |   |             |   |              |   |  |  |   | (0.2   | )
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash (used in) investing activities                 |  |                                   | (16.0  | ) |                       |   | (12.4 | )                         |  |   | (2.8         | ) |              |   |  |  |   | (31.2  | )
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash                 |  |                                   |       |   |                       |   |      |                           |  |   | 0.3          |   |              |   |  |  |   | 0.3    |  
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents    |  |                                   | 207.9  |   |                       |   | (2.6  | )                         |  |   | (16.4        | ) |              |   |  |  |   | 188.9  |  
|Cash and cash equivalents at beginning of period        |  |                                   | 125.8  |   |                       |   | 0.4   |                           |  |   | 76.4         |   |              |   |  |  |   | 202.6  |  
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of period              |  | $                                 | 333.7  |   |                       | $ | (2.2  | )                         |  | $ | 60.0         |   |              | $ |  |  | $ | 391.5  |  
|                                                        |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  

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



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

Forward-Looking Information

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

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

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

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

Overview

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

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

In the Outdoor Solutions segment, the Company manufactures or sources, markets and distributes consumer active
lifestyle products worldwide for use outside the home or away from the home under well-known brand names. The Company sells products for camping, backpacking, tailgating, outdoor cooking and other outdoor active lifestyle activities under the
Campingaz® and Coleman® brand names. The Company sells personal flotation devices, water sports products and all-terrain vehicle
equipment under brand names such as Stearns®, Sevylor®, Sospenders®, Hodgman®, and Mad Dog Gear®. The Company sells fishing equipment, under
brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp! ®, JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly
Stik® and Xtools®. Baseball, softball, football, basketball and lacrosse products are sold under brand names such as deBeer®, Gait by deBeer®, Miken®, Rawlings®and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand
names such as Atlas , K2® , Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl®and 5150 Snowboards®. The Company also sells high performance technical outdoor apparel and equipment under brand names such as Adio®, Ex Officio®, Marmot® and Planet Earth®.

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® and
VillaWare® 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 the Bionaire® brand name, and its fans and heaters are sold under the Holmes® and Patton® brand names.

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 paint



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brushes, 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. This segment markets its products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, BRK®, Crawford®,
Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, KEM®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain® brand names, among others.

The Process Solutions segment consists primarily of our plastic
business, which manufactures, markets and distributes a wide variety of plastic products, including jar closures, contact lens packaging, monofilament, plastic cutlery, refrigerator door liners, medical disposables and rigid packaging, and the zinc
strip business, which is the largest producer of zinc strip and fabricated zinc products in North America, manufacturing a broad array of original equipment manufacturer (OEM) such as coinage blanks for the U.S. Mint, Royal Canadian
Mint, and international markets. The monofilament business, which produces nylon and polyester monofilament line used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio
antennas for marine, citizen band and military applications, is also reported within this Process Solutions segment.

Acquisitions

2007 Activity

On April 6, 2007, the Company acquired Pure Fishing, Inc. (Pure Fishing), a leading global provider of fishing tackle marketed under well-known fishing brands including Abu-Garcia®, Berkley®, Gulp!®, Mitchell®,
Stren® and Trilene®. The consideration consisted of $300 million in cash, a $100 million five year subordinated note with a 2%
coupon and a warrant exercisable into approximately 2.2 million shares of Jarden common stock with an initial exercise price of $45.32 per share (subject to adjustment as provided therein). In addition to the upfront purchase price, a
contingent purchase price payment of up to $50 million based on the future financial performance of the acquired business may be paid and in April 2008, approximately $25 million of this amount was paid. The Companys results of operations
include the results of Pure Fishing from April 6, 2007.

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

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

Results of OperationsComparing 2008 to 2007



|                          |  |                                       |         |   |      |   |       |  
|------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ----- | -
|                          |  | Net SalesThree months ended March 31, |        
|                          |  | 2008                                  |         |   | 2007 |  
|                          |  | (in millions)                         |        
|Branded Consumables       |  | $                                     | 169.1   |   |      | $ | 181.2 |  
|Consumer Solutions        |  |                                       | 319.3   |   |      |   | 357.9 |  
|Outdoor Solutions         |  |                                       | 658.3   |   |      |   | 212.9 |  
|Process Solutions         |  |                                       | 88.9    |   |      |   | 85.7  |  
|Intercompany eliminations |  |                                       | (18.2   | ) |      |   | (16.8 | )
|                          |  |                                       |         |   |      |   |       |  
|                          |  | $                                     | 1,217.4 |   |      | $ | 820.9 |  
|                          |  |                                       |         |   |      |   |       |  

Net sales for the three months ended March 31, 2008 increased $397 million, or 48.3%, to $1.2 billion versus the
same period in the prior year. The overall increase in net sales was primarily due to the acquisitions of K2 and Pure Fishing businesses, which are in the process of being integrated into the legacy Outdoor Solutions business. Net sales in the
Outdoor Solutions segment increased $445 million, driven by the inclusion of the acquired K2 and Pure Fishing businesses and organic growth in the legacy Coleman business (8.6%). The organic growth was primarily due to new product sales, favorable
foreign currency translation and overall pricing and volume increases. Net sales in the Consumer Solutions segment decreased $38.6 million or 10.8%, which was primarily due to weakness in domestic sales in most categories, primarily as result of
overall economic weakness at retail and a decline in sales of certain product lines ahead of new product introductions, partially offset by increased demand and improved pricing internationally. Net sales in the Branded Consumables segment decreased
$12.1 million or 6.7%, which is mainly attributed to overall weakness at retail, primarily at domestic home improvement retailers. The Process Solutions segment grew 3.7% on a year over year basis, primarily due to the inclusion of the K2
monofilament business, partially offset by a decline in the zinc business, primarily due to lower coinage sales, which is typical in a recessionary environment.



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Cost of sales increased $270 million to $890 million for the three months ended March 31, 2008 versus the same
period in the prior year, primarily due to the acquisitions of K2 and Pure Fishing. Cost of sales as a percentage of net sales improved from 75.5% for the three months ended March 31, 2007 to 73.1% for the three months ended March 31,
2008. The improvement is primarily due to higher margins from acquired businesses and benefits from prior reorganization and integration programs, partially offset by increased commodity and transportation costs.

Selling, general and administrative expenses increased $109 million to $260 million for the three months ended March 31, 2008 versus the same period in the prior
year. The increase was primarily due to acquisitions of K2 and Pure Fishing.

Reorganization and acquisition-related integration costs, net, increased by
$1.6 million to $10.7 million for the three months ended March 31, 2008 versus the same period in the prior year. The majority of these charges ($7.0 million) relate to ongoing integration-related activities at Outdoor Solutions principally as
a result of the K2 and Pure Fishing acquisitions. The Company also recorded reorganization and acquisition-related integration costs incurred during the three months ended March 31, 2008 within the Branded Consumables and Process Solutions
segments that primarily related to the consolidation of manufacturing facilities and headcount reductions. The 2007 reorganization and acquisition-related integration costs related primarily to Consumer Solutions; there were no costs in the first
quarter of 2008 as this reorganization has been completed.

Net interest expense increased by $21.2 million to $46.2 million for the three months ended
March 31, 2008 versus the same prior year period. This increase was principally due to higher levels of outstanding debt versus the same prior year period. The weighted average interest rate for 2008 decreased to 6.7% from 7.0% in 2007.

The Companys reported tax rate for the three months ended March 31, 2008 was approximately 58%. The increase from the statutory tax rate to the
reported rate results principally from U.S. tax expense recognized during the three months ended March 31, 2008 on undistributed foreign income recognized during the first quarter of 2008 for U.S. tax purposes.

Net income for the three months ended March 31, 2008 increased $3.3 million to $4.7 million versus the same period in the prior year. For the three months ended
March 31, 2008 earnings per share were $0.06 per diluted share versus earnings of $0.02 per diluted share for the three months ended March 31, 2007. The increase in net income was primarily due to the charge recorded in 2007 related to the
loss on early extinguishment of debt ($14.7 million), partially offset by increased reorganization and acquisition-related integration costs ($1.6 million) and incremental acquisition-related interest expense recorded in 2008.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from operations and the availability under its senior credit facility and the credit facilities of
certain foreign subsidiaries as of March 31, 2008, 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 used in operating activities was $31.5 million for the three months ended March 31, 2008, compared to
net cash used in operating activities of $55.5 million for the same period last year. The improvement is primarily due to favorable working capital movements.

Net cash provided by financing activities for the three months ended March 31, 2008 and 2007 was $63.9 million and $275 million, respectively. The change is primarily due to the issuance of long-term debt during the first quarter of
2007 ($650 million), partially offset by long-term debt payments ($373 million) in 2007 and an incremental increase in short-term debt in 2008 ($60 million).

Net cash used in investing activities for the three months ended March 31, 2008 was $31.4 million versus $31.2 million for the same period in 2007. For the three months ended March 31, 2008, capital expenditures were $22.1 million
versus $15 million for the same period in 2007. The Company has historically maintained capital expenditures at less than 2% of net sales and expects that capital expenditures for 2008 will be consistent with this threshold. Cash used for the
acquisition of businesses and consideration paid for the three months ended March 31, 2008 was $2.5 million versus $16 million for the same period in 2007.

CAPITAL RESOURCES

At March 31, 2008, there was $55 million outstanding under the revolving credit portion of the Companys senior
credit facility (the Facility). At March 31, 2008, net availability under the Facility was approximately $142 million, after deducting approximately $28 million of outstanding letters of credit. The Company is required to pay
commitment fees on the unused balance of the revolving credit facility. At March 31, 2008, the annual commitment fee on unused balances was 0.375%.

The Company maintains a $250 million receivables 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, Consumer Solutions and Branded Consumables domestic accounts receivable are sold to a special purpose entity, Jarden Receivables, LLC (JRLLC), which is a wholly-owned consolidated subsidiary of
the Company. JRLLC funds these purchases with borrowings under a loan agreement, secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. The securitization facility is
reflected as a short-term borrowing on the Companys balance sheet



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because the term of the loan agreement, subject to annual renewals, currently runs until August, 2008. The facility will be drawn upon and repaid as needed
to fund general corporate purposes. The Company currently intends to renew this securitization facility as it did in 2007; however, should it not be renewed, the Company will seek alternative financing. At March 31, 2008 the Companys
securitization facility was fully utilized with outstanding borrowings totaling $250 million. The Company is required to pay commitment fees of 0.25% per annum on any unused balance of the $250 million securitization facility.

Certain foreign subsidiaries of the Company maintain working capital lines of credits with their respective local financial institutions for use in operating activities.
At March 31, 2008, the aggregate amount available under these lines of credit totaled approximately $85 million.

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

The Company was not in default of
any of its debt covenants at March 31, 2008.

The Company maintains cash balances which at times may be significant, at various international
subsidiaries. At March 31, 2008, approximately $63 million of this may be subject to certain availability restrictions. The Company does not believe that such restrictions will materially affect the Companys liquidity, nor does the
Company rely on these cash balances to fund operations outside of the country where the cash was generated.

Risk Management

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

Cash Flow Hedges

At March 31, 2008, the Company had approximately $1.1 billion of notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for
fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments. The effective portion of the after tax fair value gains or losses on these
swaps is included as a component of accumulated other comprehensive income. The fair market value of these swaps was a liability of $37.8 million at March 31, 2008.

As a result of the Pure Fishing acquisition, the Company became a counterparty to a $100 million notional amount in swap agreements that exchange variable interest rates (LIBOR) for fixed rates of interest over the
term of the agreements. These swaps are not designated as effective hedges and the fair market value gains or losses are included in the results of operations. At March 31, 2008, the weighted average fixed rate of interest and weighted average
remaining term of these swaps was approximately 3.95% and 0.9 years, respectively. The fair market value of these swaps was a liability of $1.9 million at March 31, 2008.

Fair Value Hedges

At March 31, 2008, the Company had a $27.9 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 March 31, 2008 was a liability of $4.5 million,
with a corresponding offset to long-term debt.

Forward Foreign Currency Contracts

The Company uses forward foreign currency contracts (foreign currency contracts) to mitigate the foreign currency exchange rate exposure on the cash flows
related to forecasted inventory purchases and sales. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these
derivatives is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statement of operations as the
underlying hedged item. At March 31, 2008, the Company had approximately $249 million notional amount of foreign currency



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contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases and sales and mature through 2009. At March 31, 2008,
the fair market value of these contracts was a net liability of $6.8 million.

At March 31, 2008, the Company had outstanding approximately $24.2
million notional amount of foreign currency contracts that are not designated as effective hedges and have maturity dates through 2008. Fair market value gains or losses are included in the results of operations. The fair market value of these
foreign currency contracts was a net liability of $0.3 million at March 31, 2008.



|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 moderate. The Companys plastic consumables business purchases resin from regular commercial sources of supply and, in most cases, multiple sources. The supply and demand for plastic resins is subject to cyclical and other
market factors. With many of our external customers, we have the ability to pass through price increases with an increase in our selling price and certain of our external customers purchase the resin used in products we manufacture for them. The
Companys zinc business has sales arrangements with a majority of its customers such that sales are priced either based upon supply contracts that provide for fluctuations in the price of zinc to be passed on to the customer or are conducted on
a tolling basis whereby customers supply zinc to the Company for processing. Such arrangements as well as the zinc business utilizing forward buy contracts reduce the exposure of this business to changes in the price of zinc.

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



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

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

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

On August 8, 2007 the Company acquired all the outstanding shares K2, a publicly traded company. The Company considers the acquisition of K2 material to the
results of its operations, financial position and cash flows from the date of acquisition through March 31, 2008 and considers the controls and procedures of K2 to be reasonably likely to materially affect the Companys internal controls
over financial reporting. The Company has excluded from its assessment of and conclusion on the effectiveness of internal control over financial reporting K2s internal controls over financial reporting for fiscal year 2007.

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

Part II. Other Information



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

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



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Environmental

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

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

Due to the uncertainty described above, the
Companys ultimate future liability with respect to sites at which remediation has not been completed may vary from the amounts reserved as of March 31, 2008.

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

Litigation

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

Product Liability

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

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

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all
years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates



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(which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of
claims and other relevant factors); thus, the Companys ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any
adjustments resulting therefrom are reflected in current operating results.

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

Securities and Related Litigation

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

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

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

In
February 2006, a derivative complaint was filed against certain Company officers and the Board of Directors of the Company in the United States District Court for the Southern District of New York. The Company 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.

Sale of K2 Inc. to Jarden Corporation

City of Roseville Employees Retirement System v. K2 Inc., et al.

This case was filed on May 4, 2007 by a shareholder of K2 on
behalf of itself and a putative class of shareholders against K2 and the members of its Board of Directors seeking to enjoin the merger transaction (the Merger) between K2 and a wholly owned subsidiary of the Company on the purported
grounds that the members of the Board of Directors of K2 allegedly breached fiduciary duties to the K2 shareholders in connection with the negotiation and structure of the Merger as well as the disclosures made by K2 to shareholders in its proxy. On
July 30, 2007, K2 announced that it and the City of Roseville Employees Retirement System agreed to a settlement in principle of the litigation pursuant to which K2 made certain disclosures regarding the transaction in its proxy materials
sent to shareholders and reports filed with the SEC and amended the merger agreement to reduce from $27.5 to $24 the termination fee that would have been payable by K2 to the Company under certain circumstances in the event that the merger agreement
had been terminated. The settlement, which includes full releases of all the defendants as well as the Company, was approved by the California Superior Court on April 9, 2008. A companion case brought by Steamfitters Local 449
Pension & Retirement Security Funds has been dismissed.

Other

In connection with the sale of its Anthony Pools Division, K2 received certain distributions in 1997 and 1998 from a corporation in which it held a minority interest. On March 30, 2007, K2 received a notice of
liability from the Internal Revenue Service asserting transferee liability for federal income taxes of this corporation totaling $16.5. K2 has contested the notice of liability by filing a



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petition in United States Tax Court and intends to defend itself, by among other things, seeking contribution from other shareholders of this corporation. At
this time, K2 is continuing to gather information related to this matter.



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

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



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

The
following table provides information about purchases by the Company during the three months ended March 31, 2008, of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended:



|                             |  |                                |  |                            |       |                                                                                  |           |                                                                             |   |           
|---------------------------- |  | ------------------------------ |  | -------------------------- | ----- | -------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | - | ----------
|Period                       |  | Total Numberof SharesPurchased |  | AveragePrice PaidPer Share |       | Total Number ofShares Purchasedas Part of a PubliclyAnnouncedRepurchase Plan (1) |           | ApproximateDollar Value ofShares that MayYet be PurchasedUnder the Plan (1)
|January 1  January 31, 2008 |  | 485,346                        |  | $                          | 21.73 |                                                                                  | 1,580,781 |                                                                             | $ | 60,335,000
|February 1  February 29     |  |                               |  |                            |      |                                                                                  |          |                                                                             | $ | 60,335,000
|March 1  March 31           |  |                               |  |                            |      |                                                                                  |          |                                                                             | $ | 60,335,000
|                             |  |                                |  |                            |       |                                                                                  |           |                                                                             |   |           
|Total                        |  | 485,346                        |  | $                          | 21.73 |                                                                                  | 1,580,781 |                                                                             |   |           
|                             |  |                                |  |                            |       |                                                                                  |           |                                                                             |   |           



|(1) | On November 8, 2007, the Company announced that its Board of Directors has authorized a new stock repurchase program that would allow the Company to repurchase up to $100
million of its common stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

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



|        |  |                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                      
|        | 
|3.1     |  | Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K, filed with the Commission on March 27, 2002, and incorporated herein
by reference).                                      
|        | 
|3.2     |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Companys Current Report on Form 8-K, filed with the Commission on June 4,
2002, and incorporated herein by reference).            
|        | 
|3.3     |  | Certificate of Amendment to the Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the Commission on
June 15, 2005, and incorporated herein by reference).
|        | 
|3.4     |  | Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the Commission on December 19, 2007, and incorporated herein by
reference).                                             
|        | 
|*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.                                                                                                                          
|        | 
|*99.1   |  | Reclassified Segment Information for the years ended December 31, 2007, 2006 and 2005.                                                                                                                                                           



|* | 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:                           |  | May 8, 2008                                                                      
|                               
|JARDEN CORPORATION (Registrant)
|                                | 
|By:                             |  | /s/ Richard T. Sansone                                                           
|Name:                           |  | Richard T. Sansone                                                               
|Title:                          |  | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)



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EXHIBIT INDEX



|      |  |                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|      | 
|*31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|*31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|*32.1 |  | Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                  
|      | 
|*99.1 |  | Reclassified Segment Information for the years ended December 31, 2007, 2006 and 2005.                                                   



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



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