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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, 2009

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   ̈    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:



|                        |  |   |  |                         |  |  
|----------------------- |  | - |  | ----------------------- |  | -
|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 20, 2009
|Common Stock, par value $0.01 per share |  | 76,413,688 shares            









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JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three months ended March 31, 2009

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, 2009 and 2008     |  | 3         
|              |  | Condensed Consolidated Balance Sheets at March 31, 2009 and December 31, 2008                      |  | 4         
|              |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 |  | 5         
|              |  | Notes to Condensed Consolidated Financial Statements                                               |  | 6         
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 20        
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 24        
|Item 4.       |  | Controls and Procedures                                                                            |  | 24        
|PART II.      |  | OTHER INFORMATION:                                                                                 |  | 25        
|Item 1.       |  | Legal Proceedings                                                                                  |  | 25        
|Item 1A.      |  | Risk Factors                                                                                       |  | 26        
|Item 6.       |  | Exhibits                                                                                           |  | 27        
|Signatures   
|Exhibit Index



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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,
|                                                                                                                                                                    |  | 2009                        |         | 2008
|Net sales                                                                                                                                                           |  | $                           | 1,138.9 |      | $ | 1,217.4
|Cost of sales                                                                                                                                                       |  |                             | 846.6   |      |   | 889.6  
|                                                                                                                                                                    |  |                             |         |      |   |        
|Gross profit                                                                                                                                                        |  |                             | 292.3   |      |   | 327.8  
|Selling, general and administrative expenses (including stock-based compensation of $9.1 and $6.0 for the three months ended March 31,
2009 and 2008, respectively) |  |                             | 228.4   |      |   | 259.8  
|Reorganization and acquisition-related integration costs, net                                                                                                       |  |                             | 12.2    |      |   | 10.7   
|                                                                                                                                                                    |  |                             |         |      |   |        
|Operating earnings                                                                                                                                                  |  |                             | 51.7    |      |   | 57.3   
|Interest expense, net                                                                                                                                               |  |                             | 36.2    |      |   | 46.2   
|                                                                                                                                                                    |  |                             |         |      |   |        
|Income before taxes                                                                                                                                                 |  |                             | 15.5    |      |   | 11.1   
|Income tax provision                                                                                                                                                |  |                             | 6.6     |      |   | 6.4    
|                                                                                                                                                                    |  |                             |         |      |   |        
|Net income                                                                                                                                                          |  | $                           | 8.9     |      | $ | 4.7    
|                                                                                                                                                                    |  |                             |         |      |   |        
|                                                                                                                                                                    |  |                            
|Earnings per share:                                                                                                                                                 |  |                             |         |      |   |        
|Basic                                                                                                                                                               |  | $                           | 0.12    |      | $ | 0.06   
|Diluted                                                                                                                                                             |  | $                           | 0.12    |      | $ | 0.06   
|Weighted average shares outstanding:                                                                                                                                |  |                             |         |      |   |        
|Basic                                                                                                                                                               |  |                             | 75.3    |      |   | 75.0   
|Diluted                                                                                                                                                             |  |                             | 75.9    |      |   | 76.2   

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 31,2009 |         |   | December 31,2008 |  
|Assets:                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                          |  | $             | 267.0   |   |                  | $ | 392.8   |  
|Accounts receivable, net of allowances of $59.5 and $65.2 at March 31, 2009 and December 31, 2008, respectively    |  |               | 876.5   |   |                  |   | 894.1   |  
|Inventories                                                                                                        |  |               | 1,121.9 |   |                  |   | 1,180.4 |  
|Deferred taxes on income                                                                                           |  |               | 157.2   |   |                  |   | 147.3   |  
|Prepaid expenses and other current assets                                                                          |  |               | 115.4   |   |                  |   | 114.5   |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total current assets                                                                                               |  |               | 2,538.0 |   |                  |   | 2,729.1 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Property, plant and equipment, net                                                                                 |  |               | 498.6   |   |                  |   | 506.9   |  
|Goodwill                                                                                                           |  |               | 1,491.4 |   |                  |   | 1,476.1 |  
|Intangibles, net                                                                                                   |  |               | 934.5   |   |                  |   | 936.6   |  
|Other assets                                                                                                       |  |               | 76.3    |   |                  |   | 78.3    |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total assets                                                                                                       |  | $             | 5,538.8 |   |                  | $ | 5,727.0 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Liabilities:                                                                                                       |  |               |         |   |                  |   |         |  
|Short-term debt and current portion of long-term debt                                                              |  | $             | 331.6   |   |                  | $ | 431.4   |  
|Accounts payable                                                                                                   |  |               | 373.5   |   |                  |   | 422.1   |  
|Accrued salaries, wages and employee benefits                                                                      |  |               | 119.2   |   |                  |   | 142.0   |  
|Taxes on income                                                                                                    |  |               | 14.3    |   |                  |   | 22.7    |  
|Other current liabilities                                                                                          |  |               | 323.2   |   |                  |   | 336.2   |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                          |  |               | 1,161.8 |   |                  |   | 1,354.4 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Long-term debt                                                                                                     |  |               | 2,434.4 |   |                  |   | 2,436.9 |  
|Deferred taxes on income                                                                                           |  |               | 234.4   |   |                  |   | 232.8   |  
|Other non-current liabilities                                                                                      |  |               | 328.5   |   |                  |   | 318.7   |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                  |  |               | 4,159.1 |   |                  |   | 4,342.8 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Contingencies (see Note 9)                                                                                         |  |               |        |   |                  |   |        |  
|Stockholders equity:                                                                                              |  |               |         |   |                  |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued at March 31, 2009 and December 31, 2008) |  |               |        |   |                  |   |        |  
|Common stock ($0.01 par value, 150 shares authorized, 78.4 shares issued at March 31, 2009 and December 31, 2008)  |  |               | 0.8     |   |                  |   | 0.8     |  
|Additional paid-in capital                                                                                         |  |               | 1,259.1 |   |                  |   | 1,264.1 |  
|Retained earnings                                                                                                  |  |               | 238.4   |   |                  |   | 229.5   |  
|Accumulated other comprehensive income                                                                             |  |               | (69.1   | ) |                  |   | (51.8   | )
|Less: Treasury stock (2.5 and 2.8 shares, at cost, at March 31, 2009 and December 31, 2008, respectively)          |  |               | (49.5   | ) |                  |   | (58.4   | )
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                         |  |               | 1,379.7 |   |                  |   | 1,384.2 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                         |  | $             | 5,538.8 |   |                  | $ | 5,727.0 |  
|                                                                                                                   |  |               |         |   |                  |   |         |  

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 endedMarch 31, |       
|                                                                               |  | 2009                        |        |   | 2008 |  
|Cash flows from operating activities:                                          |  |                             |        |   |      |   |       |  
|Net income                                                                     |  | $                           | 8.9    |   |      | $ | 4.7   |  
|Reconciliation of net income to net cash used in operating activities:         |  |                             |        |   |      |   |       |  
|Depreciation and amortization                                                  |  |                             | 30.4   |   |      |   | 29.1  |  
|Other non-cash items                                                           |  |                             | 1.9    |   |      |   | 1.4   |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                             |        |   |      |   |       |  
|Accounts receivable                                                            |  |                             | 4.1    |   |      |   | 67.0  |  
|Inventory                                                                      |  |                             | 51.3   |   |      |   | (85.3 | )
|Accounts payable                                                               |  |                             | (50.0  | ) |      |   | 6.7   |  
|Other assets and liabilities                                                   |  |                             | (45.2  | ) |      |   | (55.1 | )
|                                                                               |  |                             |        |   |      |   |       |  
|Net cash provided by (used in) operating activities                            |  |                             | 1.4    |   |      |   | (31.5 | )
|                                                                               |  |                             |        |   |      |   |       |  
|Cash flows from financing activities:                                          |  |                             |        |   |      |   |       |  
|Net change in short-term debt                                                  |  |                             | (95.7  | ) |      |   | 87.0  |  
|Payments on long-term debt                                                     |  |                             | (4.3   | ) |      |   | (11.8 | )
|Proceeds from issuance of stock, net of transaction fees                       |  |                             |       |   |      |   | 1.8   |  
|Repurchase of common stock and shares tendered for taxes                       |  |                             | (0.5   | ) |      |   | (10.5 | )
|Other                                                                          |  |                             |       |   |      |   | (2.6  | )
|                                                                               |  |                             |        |   |      |   |       |  
|Net cash provided by (used in) financing activities                            |  |                             | (100.5 | ) |      |   | 63.9  |  
|                                                                               |  |                             |        |   |      |   |       |  
|Cash flows from investing activities:                                          |  |                             |        |   |      |   |       |  
|Additions to property, plant and equipment                                     |  |                             | (21.1  | ) |      |   | (22.1 | )
|Acquisition of businesses and consideration, net of cash acquired              |  |                             | (3.7   | ) |      |   | (2.5  | )
|Investments and other                                                          |  |                             |       |   |      |   | (6.8  | )
|                                                                               |  |                             |        |   |      |   |       |  
|Net cash used in investing activities                                          |  |                             | (24.8  | ) |      |   | (31.4 | )
|                                                                               |  |                             |        |   |      |   |       |  
|Effect of exchange rate changes on cash and cash equivalents                   |  |                             | (1.9   | ) |      |   | 5.9   |  
|                                                                               |  |                             |        |   |      |   |       |  
|Net increase (decrease) in cash and cash equivalents                           |  |                             | (125.8 | ) |      |   | 6.9   |  
|Cash and cash equivalents at beginning of period                               |  |                             | 392.8  |   |      |   | 220.5 |  
|                                                                               |  |                             |        |   |      |   |       |  
|Cash and cash equivalents at end of period                                     |  | $                           | 267.0  |   |      | $ | 227.4 |  
|                                                                               |  |                             |        |   |      |   |       |  

See accompanying notes to condensed consolidated financial statements.



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JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Jarden Corporation (the Company or Jarden) have been prepared in
accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission
(SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments that are, in the
opinion of management, normal and recurring and necessary for a fair presentation of the results for the interim period. The Condensed Consolidated Balance Sheet at December 31, 2008 has been derived from the audited financial statements as of
that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim statements should be read in conjunction with the consolidated financial
statements and the related notes thereto included in the Companys latest Annual Report on Form 10-K for the fiscal year ended December 31, 2008. All significant intercompany transactions have been eliminated in consolidation. Revenues,
expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.

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 were applied prospectively and did not have a material affect on the
consolidated financial position, results of operations or cash flows of the Company (see Note 8 for SFAS 157 disclosures related to financial assets and liabilities). Effective January 2009, the Company adopted the provisions of SFAS 157 related to
other nonfinancial assets and liabilities. The adoption of these provisions did not have a material affect on the consolidated financial position, results of operations or cash flows of the Company and these provisions will be applied prospectively
for the fair value measurement of non-financial assets.

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160). SFAS 160 significantly changes the financial accounting and reporting for noncontrolling (or minority) interests in consolidated financial statements.
The provisions of SFAS 160 in part; establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary; clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial statements; establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation; requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated; and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the
interests of the parents owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption
of SFAS 160 effective January 2009 did not have a material affect on the consolidated financial position, results of operations or cash flows of the Company.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires that a Company with
derivative instruments disclose information to enable users of the financial statements to understand: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative
instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. As such, SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008. Since SFAS 161 requires only additional disclosures concerning derivatives and hedging activities (see Note 7 for disclosures related to the adoption of SFAS 161), the adoption of SFAS 161
effective January 2009 did not affect the consolidated financial position, results of operations or cash flows of the Company.



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New Accounting Standards

In December 2008, the FASB issued FASB Staff Position (FSP) FAS 132(R)-1 (FSP 132(R)-1), Employers Disclosures about Postretirement Benefit Plan Assets. FSP 132(R)-1 requires that information about
plan assets be disclosed, on an annual basis, based on the fair value disclosure requirements of SFAS 157. The Company would be required to separate plan assets into the three fair value hierarchy levels and provide a rollforward of the changes in
fair value of plan assets classified as Level 3, as defines by SFAS 157. The disclosures about plan assets required by this FSP 132(R)-1 are effective for fiscal years ending after December 15, 2009. Since FSP 132(R)-1 requires only additional
disclosures concerning plan assets, the adoption of FSP 132(R)-1 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, 2009 and December 31, 2008:



|                           |  |               |         |                  |   |        
|-------------------------- |  | ------------- | ------- | ---------------- | - | -------
|(in millions)              |  | March 31,2009 |         | December 31,2008
|Raw materials and supplies |  | $             | 225.9   |                  | $ | 214.8  
|Work in process            |  |               | 58.7    |                  |   | 54.5   
|Finished goods             |  |               | 837.3   |                  |   | 911.1  
|                           |  |               |         |                  |   |        
|Total inventories          |  | $             | 1,121.9 |                  | $ | 1,180.4
|                           |  |               |         |                  |   |        

3. Property, Plant and Equipment

Property, plant and equipment, net, consist of the following at March 31, 2009 and December 31, 2008:



|                                         |  |               |        |   |                  |   |        |  
|---------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|(in millions)                            |  | March 31,2009 |        |   | December 31,2008 |  
|Land                                     |  | $             | 36.5   |   |                  | $ | 36.6   |  
|Buildings                                |  |               | 199.2  |   |                  |   | 208.7  |  
|Machinery and equipment                  |  |               | 720.2  |   |                  |   | 697.8  |  
|                                         |  |               |        |   |                  |   |        |  
|                                         |  |               | 955.9  |   |                  |   | 943.1  |  
|Less: Accumulated depreciation           |  |               | (457.3 | ) |                  |   | (436.2 | )
|                                         |  |               |        |   |                  |   |        |  
|Total property, plant and equipment, net |  | $             | 498.6  |   |                  | $ | 506.9  |  
|                                         |  |               |        |   |                  |   |        |  

Depreciation of property, plant and equipment for the three months ended March 31, 2009 and 2008 was $26.5
and $25.1, respectively.

4. Goodwill and Intangibles

Goodwill activity for the three months ended at March 31, 2009 is as follows:



|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        
|------------------- |  | ---------------------------------- | ------- | --------- | - | ------------------------------------ |  | - | ------------------------------- | - |  | - | -------
|(in millions)       |  | Net Book Value atDecember 31, 2008 |         | Additions |   | Foreign Exchangeand OtherAdjustments |  |   | Net Book Valueat March 31, 2009
|Outdoor Solutions   |  | $                                  | 625.6   |           | $ | 11.2                                 |  | $ |                                |   |  | $ | 636.8  
|Consumer Solutions  |  |                                    | 481.1   |           |   | 4.5                                  |  |   | (0.2                            | ) |  |   | 485.4  
|Branded Consumables |  |                                    | 347.8   |           |   |                                     |  |   | (0.2                            | ) |  |   | 347.6  
|Process Solutions   |  |                                    | 21.6    |           |   |                                     |  |   |                                |   |  |   | 21.6   
|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        
|Total               |  | $                                  | 1,476.1 |           | $ | 15.7                                 |  | $ | (0.4                            | ) |  | $ | 1,491.4
|                    |  |                                    |         |           |   |                                      |  |   |                                 |   |  |   |        



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Intangibles activity for the three months ended at March 31, 2009 is as follows:



|                                                |  |                                          |       |           |   |                                            |  |   |                               |   |                            |   |       |  |           
|----------------------------------------------- |  | ---------------------------------------- | ----- | --------- | - | ------------------------------------------ |  | - | ----------------------------- | - | -------------------------- | - | ----- |  | ----------
|(in millions)                                   |  | Gross CarryingAmount atDecember 31, 2008 |       | Additions |   | AccumulatedAmortizationand ForeignExchange |  |   | Net BookValue atMarch 31,2009 |   | AmortizationPeriods(years)
|Patents                                         |  | $                                        | 5.6   |           | $ |                                           |  | $ | (0.6                          | ) |                            | $ | 5.0   |  | 12-30     
|Non-compete agreements                          |  |                                          | 1.7   |           |   |                                           |  |   | (1.4                          | ) |                            |   | 0.3   |  | 3-5       
|Manufacturing process and expertise             |  |                                          | 30.9  |           |   |                                           |  |   | (17.5                         | ) |                            |   | 13.4  |  | 3-7       
|Brand names                                     |  |                                          | 1.9   |           |   |                                           |  |   | (0.4                          | ) |                            |   | 1.5   |  | 4-10      
|Customer relationships and distributor channels |  |                                          | 143.9 |           |   |                                           |  |   | (18.3                         | ) |                            |   | 125.6 |  | 10-25     
|Trademarks and tradenames                       |  |                                          | 787.2 |           |   | 1.9                                        |  |   | (0.4                          | ) |                            |   | 788.7 |  | indefinite
|                                                |  |                                          |       |           |   |                                            |  |   |                               |   |                            |   |       |  |           
|Total                                           |  | $                                        | 971.2 |           | $ | 1.9                                        |  | $ | (38.6                         | ) |                            | $ | 934.5 |  |           
|                                                |  |                                          |       |           |   |                                            |  |   |                               |   |                            |   |       |  |           

Amortization of intangibles for the three months ended March 31, 2009 and 2008 was $3.9 and $4.0,
respectively.

5. Warranty Reserve

The warranty
reserve activity for the three months ended March 31, 2009 is as follows:



|                                      |  |      |       |  
|------------------------------------- |  | ---- | ----- | -
|(in millions)                         |  | 2009 |      
|Warranty reserve at January 1,        |  | $    | 78.2  |  
|Acquisitions and other adjustments    |  |      | (0.3  | )
|Provisions for warranties issued, net |  |      | 27.4  |  
|Warranty claims paid                  |  |      | (37.4 | )
|                                      |  |      |       |  
|Warranty reserve at March 31,         |  | $    | 67.9  |  
|                                      |  |      |       |  

6. Debt

Debt
is comprised of the following at March 31, 2009 and December 31, 2008:



|                                         |  |               |         |   |                  |   |         |  
|---------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|(in millions)                            |  | March 31,2009 |         |   | December 31,2008 |  
|Senior Credit Facility Term Loans        |  | $             | 1,667.6 |   |                  | $ | 1,671.9 |  
|71/2% Senior
Subordinated Notes due 2017 |  |               | 650.0   |   |                  |   | 650.0   |  
|Securitization Facility due 2009         |  |               | 250.0   |   |                  |   | 250.0   |  
|Revolving Credit Facility                |  |               |        |   |                  |   | 130.2   |  
|2% Subordinated Note due 2012            |  |               | 96.3    |   |                  |   | 96.1    |  
|5% Convertible Debentures due 2010       |  |               | 3.0     |   |                  |   | 3.0     |  
|Non-U.S. borrowings                      |  |               | 91.1    |   |                  |   | 59.0    |  
|Other                                    |  |               | 8.0     |   |                  |   | 8.1     |  
|                                         |  |               |         |   |                  |   |         |  
|Total debt                               |  |               | 2,766.0 |   |                  |   | 2,868.3 |  
|                                         |  |               |         |   |                  |   |         |  
|Less: current portion                    |  |               | (331.6  | ) |                  |   | (431.4  | )
|                                         |  |               |         |   |                  |   |         |  
|Total long-term debt                     |  | $             | 2,434.4 |   |                  | $ | 2,436.9 |  
|                                         |  |               |         |   |                  |   |         |  

On April 24, 2009, the Company entered into an amendment, effective as of April 28, 2009, to its senior credit
facility to, among other things, allow for the issuance of senior unsecured indebtedness and to extend the maturity of a portion of the existing revolver facility to January 24, 2012 subject to future approval from extending lenders.

7. Derivative Financial Instruments

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

Interest Rate Contracts

The Company manages its fixed and
floating rate debt mix using interest rate swaps. The Company will enter into 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. Although there are no floating rate swaps currently outstanding, the Company may use floating rate swaps, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. 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.



8



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During March 2009, the Company entered into a $250 notional amount swap agreement that exchanges variable interest rates
(LIBOR) for a 1.88% fixed rate of interest over the term of the agreement. This swap, which matures on December 31, 2011, is effective commencing September 30, 2009. The Company has designated this swap as a cash flow hedge of the interest
rate risk attributable to forecasted variable interest (LIBOR) payments.

At March 31, 2009, the Company had $900 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 (AOCI).

At March 31, 2009, the Company had outstanding a $40 notional amount swap agreement that exchanges a variable interest rate (LIBOR) for fixed rate of interest over the term of the agreement that is not designated
as an effective hedge for accounting purposes and the fair market value gains or losses are included in the results of operations and are classified in selling, general and administrative expenses (SG&A). This swap, which matures
June 30, 2010, was assumed in a prior year acquisition.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain U.S. dollar-based debt of foreign subsidiaries. At March 31, 2009, the Company had a
$27.5 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. Changes in the fair market value of this cross-currency swap
are recorded as an offset to the corresponding 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 AOCI 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,
2009, the Company had approximately $263 notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases and sales.

At March 31, 2009, the Company had outstanding approximately $123 notional amount of foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through
2010. Fair market value gains or losses are included in the results of operations and are classified in SG&A.

Commodity Contracts

From time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities
has on the cost of certain of the Companys raw materials. These derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar
levels. These derivatives are not designated as effective hedges for accounting purposes. Fair market value gains or losses are included in the results of operations and are classified in SG&A.



9



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The following tables provide details (on a pretax basis) regarding the Companys derivative financial instruments at
March 31, 2009:



|                                                |  |                           |      |               |   |     
|----------------------------------------------- |  | ------------------------- | ---- | ------------- | - | ----
|                                                |  | March 31, 2009           
|                                                |  | Fair Value of Derivatives
|(in millions)                                   |  | Asset (1)                 |      | Liability (1)
|Derivatives designated as effective hedges:     |  |                           |      |               |   |     
|Cash flow hedges:                               |  |                           |      |               |   |     
|Interest rate swaps                             |  | $                         |     |               | $ | 24.8
|Foreign currency contracts                      |  |                           | 14.5 |               |   | 4.0 
|Fair value hedges:                              |  |                           |      |               |   |     
|Cross-currency swaps                            |  |                           | 1.2  |               |   |    
|                                                |  |                           |      |               |   |     
|Subtotal                                        |  |                           | 15.7 |               |   | 28.8
|                                                |  |                           |      |               |   |     
|Derivatives not designated as effective hedges: |  |                           |      |               |   |     
|Interest rate swaps                             |  |                           |     |               |   | 1.8 
|Foreign currency contracts                      |  |                           | 1.7  |               |   | 0.7 
|Commodity contracts                             |  |                           |     |               |   | 4.3 
|                                                |  |                           |      |               |   |     
|Subtotal                                        |  |                           | 1.7  |               |   | 6.8 
|                                                |  |                           |      |               |   |     
|Total                                           |  | $                         | 17.4 |               | $ | 35.6
|                                                |  |                           |      |               |   |     
|(1)Consolidated Balance Sheet location:        
|Asset: Other non-current assets                 |  |                           |      |               |   |     
|Liability: Other non-current liabilities        |  |                           |      |               |   |     



|                                                                 |  |                                                    |      |                                           |   |                                    |  |   |    
|---------------------------------------------------------------- |  | -------------------------------------------------- | ---- | ----------------------------------------- | - | ---------------------------------- |  | - | ---
|                                                                 |  | Three Months Ended March 31, 2009                 
|(in millions)                                                    |  | Gain/(Loss)Recognized inOCI (a)(effective portion) |      | Gain/(Loss)Reclassifiedfrom AOCI toIncome |   | Gain/(Loss)Recognized inIncome (b)
|Derivatives designated as effective hedges:                      |  |                                                    |      |                                           |   |                                    |  |   |    
|Cash flow hedges:                                                |  |                                                    |      |                                           |   |                                    |  |   |    
|Interest rate swaps                                              |  | $                                                  | 4.4  |                                           | $ | 1.6                                |  | $ |   
|Foreign currency contracts                                       |  |                                                    | 6.6  |                                           |   | 7.4                                |  |   | 0.3
|                                                                 |  |                                                    |      |                                           |   |                                    |  |   |    
|Total                                                            |  | $                                                  | 11.0 |                                           | $ | 9.0                                |  | $ | 0.3
|                                                                 |  |                                                    |      |                                           |   |                                    |  |   |    
|Location of gain/(loss) in the Consolidated Statement of Income: |  |                                                    |      |                                           |   |                                    |  |   |    
|Sales                                                            |  |                                                    |      |                                           | $ | 0.1                                |  | $ |   
|Cost of Sales                                                    |  |                                                    |      |                                           |   | 7.3                                |  |   |   
|SG&A                                                             |  |                                                    |      |                                           |   |                                   |  |   | 0.3
|                                                                 |  |                                                    |      |                                           |   |                                    |  |   |    
|Total                                                            |  |                                                    |      |                                           | $ | 7.4                                |  | $ | 0.3
|                                                                 |  |                                                    |      |                                           |   |                                    |  |   |    



|(a) | Other Comprehensive Income (OCI)
|--- | ----------------------------------

|(b) | Represents portion excluded from effectiveness testing
|--- | ------------------------------------------------------



|                                                |  |                                    |    
|----------------------------------------------- |  | ---------------------------------- | ---
|Three Months Ended March 31, 2009               |  | Gain/(Loss)Recognized inIncome (c)
|                                                |  | (in millions)                     
|Derivatives not designated as effective hedges: |  |                                    |    
|Cash flow hedges:                               |  |                                    |    
|Interest rate swaps                             |  | $                                  | 0.3
|Foreign currency contracts                      |  |                                    | 1.6
|Commodity contracts                             |  |                                    | 2.0
|                                                |  |                                    |    
|Total                                           |  | $                                  | 3.9
|                                                |  |                                    |    
|(c)Classified in SG&A                          

8. 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.
| | -------- | ----------------------------------------------------------------------------



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| | 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 tables summarize assets and liabilities that are measured at fair value on a recurring basis at March 31, 2009 and December 31, 2008:



|                              |  |                              |      |         |   |       |       |  |   |       |  
|----------------------------- |  | ---------------------------- | ---- | ------- | - | ----- | ----- |  | - | ----- | -
|                              |  | March 31, 2009               |     
|                              |  | Fair Value Asset (Liability) |     
|(in millions)                 |  | Level 1                      |      | Level 2 |   |       | Total | 
|Derivatives:                  |  |                              |      |         |   |       |       |  |   |       |  
|Assets                        |  | $                            |     |         | $ | 8.3   |       |  | $ | 8.3   |  
|Liabilities                   |  |                              |     |         |   | (26.5 | )     |  |   | (26.5 | )
|Available for sale securities |  |                              | 15.1 |         |   |      |       |  |   | 15.1  |  



|                              |  |                              |      |         |   |       |       |  |   |       |  
|----------------------------- |  | ---------------------------- | ---- | ------- | - | ----- | ----- |  | - | ----- | -
|                              |  | December 31, 2008            |     
|                              |  | Fair Value Asset (Liability) |     
|(in millions)                 |  | Level 1                      |      | Level 2 |   |       | Total | 
|Derivatives:                  |  |                              |      |         |   |       |       |  |   |       |  
|Assets                        |  | $                            |     |         | $ | 7.8   |       |  | $ | 7.8   |  
|Liabilities                   |  |                              |     |         |   | (33.8 | )     |  |   | (33.8 | )
|Available for sale securities |  |                              | 14.8 |         |   |      |       |  |   | 14.8  |  

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

9. Contingencies

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

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,



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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, 2009.

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

Litigation

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

Product Liability

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

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

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

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



12



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10. Stockholders Equity

On April 21, 2009, the Company announced an equity offering of 12 million newly issued shares of common stock. The offering, which is subject to customary closing conditions, is expected to result in net proceeds to the Company of
approximately $203. The proceeds will be used for general corporate purposes, which may include the reduction of outstanding debt.

On November 19,
2008, the Board of Directors (the Board) of the Company declared a dividend of one preferred share purchase right (a Right) in connection with its adoption of a Rights Agreement dated as of November 19, 2008, for each
outstanding share of common stock of the Company on December 1, 2008 (the Record Date). Each share of common stock issued after the Record Date will be issued with an attached Right. The Rights had an original expiration date of
November 19, 2011. In April 2009, the Board approved an acceleration of the termination date to November 18, 2009.

11. Earnings Per Share

The computations of the weighted average shares outstanding for the three months ended March 31, 2009 and 2008 are as follows:



|                                     |  |                             |  |     
|------------------------------------ |  | --------------------------- |  | ----
|                                     |  | Three months endedMarch 31,
|(in millions)                        |  | 2009                        |  | 2008
|Weighted average shares outstanding: |  |                             |  |     
|Basic                                |  | 75.3                        |  | 75.0
|Dilutive share-based awards          |  | 0.6                         |  | 1.2 
|                                     |  |                             |  |     
|Diluted                              |  | 75.9                        |  | 76.2
|                                     |  |                             |  |     

Stock options and warrants to purchase 4.1 million and 3.2 million shares of the Companys common
stock at March 31, 2009 and 2008, respectively, had exercise prices that exceeded the average market price of the Companys common stock for the three months ended March 31, 2009 and 2008, respectively. As such, these share-based
awards did not affect the computation of diluted earnings per share.

12. Comprehensive Income

The components of comprehensive income for the three months ended March 31, 2009 and 2008 are as follows:



|                                  |  |                             |       |   |      |   |       |  
|--------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                  |  | Three months endedMarch 31, |      
|(in millions)                     |  | 2009                        |       |   | 2008 |  
|Net income                        |  | $                           | 8.9   |   |      | $ | 4.7   |  
|Derivative financial instruments  |  |                             | 1.0   |   |      |   | (15.1 | )
|Unrealized gain on investment     |  |                             | 0.2   |   |      |   | 0.2   |  
|Cumulative translation adjustment |  |                             | (19.1 | ) |      |   | 31.8  |  
|Accrued benefit cost              |  |                             | 0.6   |   |      |   | (0.3  | )
|                                  |  |                             |       |   |      |   |       |  
|Comprehensive income (loss)       |  | $                           | (8.4  | ) |      | $ | 21.3  |  
|                                  |  |                             |       |   |      |   |       |  

13. Employee Benefit Plans

The components of pension and postretirement benefit expense for the three months ended March 31, 2009 and 2008 are as follows:



|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|------------------------------ |  | ---------------------------- | ---- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ---- | - | ----- | - | ---- | - |  | - | ---- | -
|                               |  | Pension Benefits             |     
|                               |  | Three months ended March 31, |     
|                               |  | 2009                         |      |   | 2008    |  
|(in millions)                  |  | Domestic                     |      |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |      |   | Total |  
|Service cost                   |  | $                            |     |   |         | $ | 0.2  |       |  | $ | 0.2      |   |  | $       | 0.1  |   |       | $ | 0.2  |   |  | $ | 0.3  |  
|Interest cost                  |  |                              | 4.6  |   |         |   | 0.4  |       |  |   | 5.0      |   |  |         | 4.6  |   |       |   | 0.5  |   |  |   | 5.1  |  
|Expected return on plan assets |  |                              | (3.1 | ) |         |   | (0.2 | )     |  |   | (3.3     | ) |  |         | (4.7 | ) |       |   | (0.3 | ) |  |   | (5.0 | )
|Amortization, net              |  |                              | 1.2  |   |         |   |     |       |  |   | 1.2      |   |  |         |     |   |       |   |     |   |  |   |     |  
|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  
|Net periodic cost              |  | $                            | 2.7  |   |         | $ | 0.4  |       |  | $ | 3.1      |   |  | $       |     |   |       | $ | 0.4  |   |  | $ | 0.4  |  
|                               |  |                              |      |   |         |   |      |       |  |   |          |   |  |         |      |   |       |   |      |   |  |   |      |  



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|                  |  |                             |      |   |      |   |      |  
|----------------- |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                  |  | Postretirement Benefits     |     
|                  |  | Three months endedMarch 31, |     
|(in millions)     |  | 2009                        |      |   | 2008 |  
|Service cost      |  | $                           |     |   |      | $ | 0.1  |  
|Interest cost     |  |                             | 0.1  |   |      |   | 0.2  |  
|Amortization, net |  |                             | (0.2 | ) |      |   | (0.3 | )
|                  |  |                             |      |   |      |   |      |  
|Net periodic cost |  | $                           | (0.1 | ) |      | $ |     |  
|                  |  |                             |      |   |      |   |      |  

14. Reorganization and Acquisition-Related Integration Costs

Reorganization and acquisition-related integration costs (collectively, reorganization costs) for the three months ended March 31, 2009 and 2008 are as
follows:



|                                      |  |                                   |     |              |   |            |  |       |   |  |   |     
|------------------------------------- |  | --------------------------------- | --- | ------------ | - | ---------- |  | ----- | - |  | - | ----
|                                      |  | Three months ended March 31, 2009
|(in millions)                         |  | EmployeeTerminations              |     | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                   |     |              |   |            |  |       |   |  |   |     
|Outdoor Solutions                     |  | $                                 | 5.4 |              | $ | 4.0        |  | $     |  |  | $ | 9.4 
|Consumer Solutions                    |  |                                   | 2.8 |              |   |           |  |       |  |  |   | 2.8 
|                                      |  |                                   |     |              |   |            |  |       |   |  |   |     
|Total                                 |  | $                                 | 8.2 |              | $ | 4.0        |  | $     |  |  | $ | 12.2
|                                      |  |                                   |     |              |   |            |  |       |   |  |   |     
|                                      | 
|                                      |  | Three months ended March 31, 2008
|(in millions)                         |  | EmployeeTerminations              |     | OtherCharges |   | Impairment |  | Total
|Charged to Results of Operations:     |  |                                   |     |              |   |            |  |       |   |  |   |     
|Outdoor Solutions                     |  | $                                 | 3.3 |              | $ | 3.7        |  | $     |  |  | $ | 7.0 
|Branded Consumables                   |  |                                   | 0.5 |              |   | 0.7        |  |       |  |  |   | 1.2 
|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 
|                                      |  |                                   |     |              |   |            |  |       |   |  |   |     
|Total                                 |  | $                                 | 5.4 |              | $ | 5.6        |  | $     |  |  | $ | 11.0
|                                      |  |                                   |     |              |   |            |  |       |   |  |   |     

Capitalized Reorganization Costs

In connection with the acquisition of K2 Inc. (K2) in 2007, 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 of K2 (the Acquisition). These costs are recognized as a liability assumed in the Acquisition and are included in the allocation
of the cost to acquire K2 and are accrued within the Outdoor Solutions segment.

Outdoor Solutions Segment Reorganization

During 2009, the Company initiated plans to rationalize the overall cost structure of the Outdoor Solutions segment through headcount reductions and facility
consolidation. During 2007, the Company initiated plans to integrate certain businesses acquired from K2 and Pure Fishing, Inc. (Pure Fishing). The plans include, in part, facility closings and headcount reductions. Employee termination
charges for the three months ended March 31, 2009 and 2008 relate to the implementation of these initiatives.

For the three months ended
March 31, 2009, other charges include lease and moving costs ($0.9), contract termination fees ($0.5), professional fees ($0.7) and other costs ($1.9). 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, 2009, $6.0 of severance and other employee benefit-related costs and $5.8 of other costs (primarily lease obligations) remain accrued for reorganization initiatives in the Outdoor Solutions
segment.



14



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##### Table of Contents

Consumer Solutions Segment Reorganization

During 2009, the Company initiated plans to rationalize the overall cost structure of the Consumer Solutions segment through headcount reductions. Employee termination charges for the three months ended March 31,
2009 relate to this plan.

As of March 31, 2009, $10.8 of costs (primarily lease obligations) remain accrued for reorganization initiatives in the
Consumer Solutions segment.

Branded Consumables Segment Reorganization

In 2007, the Company initiated a plan to consolidate certain non-manufacturing processes across the Branded Consumables segment platform. This plan includes headcount reduction and facility consolidation. Prior to
2007, the Company implemented a strategic plan to reorganize the Branded Consumables segment to 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 primarily relate to these plans
and all employees under this plan have been terminated.

For the three months ended March 31, 2008, other charges primarily consist of professional
fees.

Process Solutions Segment Reorganization

During 2007, the Company initiated a plan to consolidate manufacturing facilities related to the plastics business. The plan resulted in facility closures and headcount reductions. Employee termination charges for the three months ended
March 31, 2008 primarily relate to this plan and all employees under this plan have been terminated.

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.

Accrued Reorganization Costs

Details and the activity related to reorganization costs as of and for the three months ended March 31, 2009 are as follows:



|                                     |  |                                   |      |                          |   |          |  |   |                          |   |  |                                |      |   |  |   |     
|------------------------------------ |  | --------------------------------- | ---- | ------------------------ | - | -------- |  | - | ------------------------ | - |  | ------------------------------ | ---- | - |  | - | ----
|(in millions)                        |  | AccrualBalance atDecember 31,2008 |      | ReorganizationCosts, net |   | Payments |  |   | ForeignCurrencyand Other |   |  | AccrualBalance atMarch 31,2009
|Severance and other employee-related |  | $                                 | 12.3 |                          | $ | 8.2      |  | $ | (7.2                     | ) |  | $                              | (0.2 | ) |  | $ | 13.1
|Other costs                          |  |                                   | 15.8 |                          |   | 4.0      |  |   | (4.0                     | ) |  |                                | (1.1 | ) |  |   | 14.7
|                                     |  |                                   |      |                          |   |          |  |   |                          |   |  |                                |      |   |  |   |     
|Total                                |  | $                                 | 28.1 |                          | $ | 12.2     |  | $ | (11.2                    | ) |  | $                              | (1.3 | ) |  | $ | 27.8
|                                     |  |                                   |      |                          |   |          |  |   |                          |   |  |                                |      |   |  |   |     

15. Segment Information

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

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



15



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and all-terrain vehicle gear are sold under brand names such as Hodgman®, Mad Dog Gear®, Sevylor®, Sospenders® and Stearns®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Adio®, Ex Officio®, Marmot®, Planet Earth® and Zoot®.

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

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

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

Segment information as of and for the three months ended
March 31, 2009 and 2008 is as follows:



|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | --------------------------------- | ------- | - | ----------------- | - | ------- | ------------------ |  | - | ---------------- | - |  | ------------------------ | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|                                                                |  | Three months ended March 31, 2009 |        
|(in millions)                                                   |  | OutdoorSolutions                  |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                 | 591.3   |   |                   | $ | 335.9   |                    |  | $ | 159.2            |   |  | $                        | 66.5  |   |                        | $ | (14.0 | )                     |  | $ | 1,138.9      |   |  | $ |      |   |  | $ | 1,138.9 |  
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)(1)                                      |  |                                   | 51.9    |   |                   |   | 38.8    |                    |  |   | 14.9             |   |  |                          | 6.8   |   |                        |   |      |                       |  |   | 112.4        |   |  |   | (20.9 | ) |  |   | 91.5    |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization costs(1)                                         |  |                                   | (9.4    | ) |                   |   |        |                    |  |   |                 |   |  |                          |      |   |                        |   |      |                       |  |   | (9.4         | ) |  |   |      |   |  |   | (9.4    | )
|Depreciation and amortization                                   |  |                                   | (15.9   | ) |                   |   | (6.8    | )                  |  |   | (4.7             | ) |  |                          | (2.8  | ) |                        |   |      |                       |  |   | (30.2        | ) |  |   | (0.2  | ) |  |   | (30.4   | )
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                 | 26.6    |   |                   | $ | 32.0    |                    |  | $ | 10.2             |   |  | $                        | 4.0   |   |                        | $ |      |                       |  | $ | 72.8         |   |  | $ | (21.1 | ) |  | $ | 51.7    |  
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Other segment data:                                             |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                                 | 2,653.9 |   |                   | $ | 1,694.5 |                    |  | $ | 881.8            |   |  | $                        | 216.3 |   |                        | $ |      |                       |  | $ | 5,446.5      |   |  | $ | 92.3  |   |  | $ | 5,538.8 |  
|                                                                | 
|                                                                |  | Three months ended March 31, 2008 |        
|(in millions)                                                   |  | OutdoorSolutions                  |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Net sales                                                       |  | $                                 | 658.3   |   |                   | $ | 319.3   |                    |  | $ | 169.1            |   |  | $                        | 88.9  |   |                        | $ | (18.2 | )                     |  | $ | 1,217.4      |   |  | $ |      |   |  | $ | 1,217.4 |  
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  |                                   | 59.2    |   |                   |   | 37.1    |                    |  |   | 13.8             |   |  |                          | 9.1   |   |                        |   |      |                       |  |   | 119.2        |   |  |   | (22.1 | ) |  |   | 97.1    |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Reorganization costs                                            |  |                                   | (7.0    | ) |                   |   |        |                    |  |   | (1.2             | ) |  |                          | (1.5  | ) |                        |   |      |                       |  |   | (9.7         | ) |  |   | (1.0  | ) |  |   | (10.7   | )
|Depreciation and amortization                                   |  |                                   | (15.2   | ) |                   |   | (6.5    | )                  |  |   | (4.2             | ) |  |                          | (3.0  | ) |                        |   |      |                       |  |   | (28.9        | ) |  |   | (0.2  | ) |  |   | (29.1   | )
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                                 | 37.0    |   |                   | $ | 30.6    |                    |  | $ | 8.4              |   |  | $                        | 4.6   |   |                        | $ |      |                       |  | $ | 80.6         |   |  | $ | (23.3 | ) |  | $ | 57.3    |  
|                                                                |  |                                   |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  



16



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|(1) | The Company and its chief operating decision maker use
segment earnings to measure segment operating performance. For the three months ended March 31, 2009, segment earnings for the Consumer Solutions segment includes $2.8 million of reorganization costs (see Note 14).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16. 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, 2009 and December 31, 2008 and for the three months ended March 31, 2009 and 2008.

Condensed Consolidating Statements of Income



|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|------------------------------------ |  | --------------------------------- | ----- | - | --------------------- | - | ----- | ------------------------- |  | ------------ | ----- |  | ------------ | ----- | - |  | - | -------
|                                     |  | Three months ended March 31, 2009
|(in millions)                        |  | Parent                            |       |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  | Eliminations |       |  | Consolidated
|Net sales                            |  | $                                 |      |   |                       | $ | 755.0 |                           |  | $            | 419.4 |  | $            | (35.5 | ) |  | $ | 1,138.9
|Costs and expenses                   |  |                                   | 21.7  |   |                       |   | 711.0 |                           |  |              | 390.0 |  |              | (35.5 | ) |  |   | 1,087.2
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Operating (loss) earnings            |  |                                   | (21.7 | ) |                       |   | 44.0  |                           |  |              | 29.4  |  |              |      |   |  |   | 51.7   
|Other expense, net                   |  |                                   | 27.3  |   |                       |   | 0.6   |                           |  |              | 14.9  |  |              |      |   |  |   | 42.8   
|Equity in the income of subsidiaries |  |                                   | 57.9  |   |                       |   | 14.3  |                           |  |              |      |  |              | (72.2 | ) |  |   |       
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|Net income (loss)                    |  | $                                 | 8.9   |   |                       | $ | 57.7  |                           |  | $            | 14.5  |  | $            | (72.2 | ) |  | $ | 8.9    
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        
|                                     | 
|                                     |  | 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    
|                                     |  |                                   |       |   |                       |   |       |                           |  |              |       |  |              |       |   |  |   |        

Condensed Consolidating Balance Sheets



|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|------------------------------------------ |  | -------------------- | ------- | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                           |  | As of March 31, 2009
|(in millions)                              |  | Parent               |         | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets:                                    |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current assets                             |  | $                    | 74.1    |                       | $ | 967.1                     |  | $            | 1,510.6 |  | $            | (13.8    | ) |  | $ | 2,538.0
|Investment in subsidiaries                 |  |                      | 4,328.7 |                       |   | 803.8                     |  |              |        |  |              | (5,132.5 | ) |  |   |       
|Non-current assets                         |  |                      | 149.1   |                       |   | 3,397.8                   |  |              | 350.5   |  |              | (896.6   | ) |  |   | 3,000.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total assets                               |  | $                    | 4,551.9 |                       | $ | 5,168.7                   |  | $            | 1,861.1 |  | $            | (6,042.9 | ) |  | $ | 5,538.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Liabilities and stockholders equity:      |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current liabilities                        |  | $                    | 84.6    |                       | $ | 496.0                     |  | $            | 585.2   |  |              | (4.0     | ) |  | $ | 1,161.8
|Non-current liabilities                    |  |                      | 3,087.6 |                       |   | 396.5                     |  |              | 419.6   |  |              | (906.4   | ) |  |   | 2,997.3
|Stockholders equity                       |  |                      | 1,379.7 |                       |   | 4,276.2                   |  |              | 856.3   |  |              | (5,132.5 | ) |  |   | 1,379.7
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $                    | 4,551.9 |                       | $ | 5,168.7                   |  | $            | 1,861.1 |  | $            | (6,042.9 | ) |  | $ | 5,538.8
|                                           |  |                      |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        



17



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|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|------------------------------------------ |  | ----------------------- | ------- | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                           |  | As of December 31, 2008
|(in millions)                              |  | Parent                  |         | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets:                                    |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current assets                             |  | $                       | 239.6   |                       | $ | 1,072.1                   |  | $            | 1,421.7 |  | $            | (4.3     | ) |  | $ | 2,729.1
|Investment in subsidiaries                 |  |                         | 4,277.3 |                       |   | 783.8                     |  |              |        |  |              | (5,061.1 | ) |  |   |       
|Non-current assets                         |  |                         | 150.4   |                       |   | 3,395.8                   |  |              | 286.2   |  |              | (834.5   | ) |  |   | 2,997.9
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total assets                               |  | $                       | 4,667.3 |                       | $ | 5,251.7                   |  | $            | 1,707.9 |  | $            | (5,899.9 | ) |  | $ | 5,727.0
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Liabilities and stockholders equity:      |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current liabilities                        |  | $                       | 215.2   |                       | $ | 564.1                     |  | $            | 578.5   |  |              | (3.4     | ) |  | $ | 1.354.4
|Non-current liabilities                    |  |                         | 3,067.9 |                       |   | 463.0                     |  |              | 292.9   |  |              | (835.4   | ) |  |   | 2,988.4
|Stockholders equity                       |  |                         | 1,384.2 |                       |   | 4,224.6                   |  |              | 836.5   |  |              | (5,061.1 | ) |  |   | 1,384.2
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $                       | 4,667.3 |                       | $ | 5,251.7                   |  | $            | 1,707.9 |  | $            | (5,899.9 | ) |  | $ | 5,727.0
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        

Condensed Consolidating Statements of Cash Flows



|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|--------------------------------------------------------------- |  | --------------------------------- | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                                |  | Three months ended March 31, 2009 |       
|(in millions)                                                   |  | Parent                            |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities             |  | $                                 | (45.9  | ) |                       | $ | 74.9  |                           |  | $ | (27.6        | ) |              | $ |  |  | $ | 1.4    |  
|Financing activities:                                           |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net change in short-term debt                                   |  |                                   | (129.5 | ) |                       |   |      |                           |  |   | 33.8         |   |              |   |  |  |   | (95.7  | )
|Proceeds (payments) from (to) intercompany transactions         |  |                                   | 4.2    |   |                       |   | (49.9 | )                         |  |   | 45.7         |   |              |   |  |  |   |       |  
|Payments on long-term debt                                      |  |                                   | (4.3   | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (4.3   | )
|Issuance (repurchase) of common stock, net                      |  |                                   | (0.5   | ) |                       |   |      |                           |  |   |             |   |              |   |  |  |   | (0.5   | )
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities             |  |                                   | (130.1 | ) |                       |   | (49.9 | )                         |  |   | 79.5         |   |              |   |  |  |   | (100.5 | )
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Investing Activities:                                           |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Additions to property, plant and equipment                      |  |                                   | (0.1   | ) |                       |   | (18.4 | )                         |  |   | (2.6         | ) |              |   |  |  |   | (21.1  | )
|Acquisition of business and consideration, net of cash acquired |  |                                   | (1.5   | ) |                       |   | (2.2  | )                         |  |   |             |   |              |   |  |  |   | (3.7   | )
|Other                                                           |  |                                   |       |   |                       |   | (0.7  | )                         |  |   | 0.7          |   |              |   |  |  |   |       |  
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash used in investing activities                           |  |                                   | (1.6   | ) |                       |   | (21.3 | )                         |  |   | (1.9         | ) |              |   |  |  |   | (24.8  | )
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash                         |  |                                   |       |   |                       |   |      |                           |  |   | (1.9         | ) |              |   |  |  |   | (1.9   | )
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents            |  |                                   | (177.6 | ) |                       |   | 3.7   |                           |  |   | 48.1         |   |              |   |  |  |   | (125.8 | )
|Cash and cash equivalents at beginning of period                |  |                                   | 211.8  |   |                       |   | 7.9   |                           |  |   | 173.1        |   |              |   |  |  |   | 392.8  |  
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of period                      |  | $                                 | 34.2   |   |                       | $ | 11.6  |                           |  | $ | 221.2        |   |              | $ |  |  | $ | 267.0  |  
|                                                                |  |                                   |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  



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|                                                                |  |                                   |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |       |  
|--------------------------------------------------------------- |  | --------------------------------- | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ----- | -
|                                                                |  | Three months ended March 31, 2008 |       
|(in millions)                                                   |  | Parent                            |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (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 |  
|                                                                |  |                                   |        |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |       |  

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-K, 10-Q and 8-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, 2008 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 is a leading provider of a broad range of
consumer products. The Company reports four business segments: Outdoor Solutions, Consumer Solutions, Branded Consumables and Process Solutions. The Companys sales are principally within the United States. The Companys international
operations are mainly based in Asia, Canada, Europe and Latin America.

The Company seeks to grow the business by continuing its tradition of product
innovation, new product introductions and providing the consumer with the experience and value they associate with the Companys strong brand portfolio. The Company plans to leverage and expand its domestic and international distribution
channels and increase brand awareness through co-branding and cross-selling initiatives, all while driving margin improvement.

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

In the Consumer Solutions segment the Company manufactures and
sources, markets, and distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use. This segment maintains a strong portfolio of globally recognized brands including
Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®,Sunbeam® and Villaware®. The principal products in this segment include clippers and trimmers for



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professional use in the beauty and barber and animal segments; electric blankets, mattress pads and throws; household kitchen appliances, such as blenders,
coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; personal care and wellness products, such as air purifiers, fans, heaters and humidifiers, for home use; products for the hospitality industry; and
scales for consumer use.

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

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

Acquisitions

During 2009, the Company completed one tuck-in acquisition that by nature is complementary to the Companys core
businesses and from an accounting standpoint was not significant. The Company did not complete any acquisitions during 2008.

Results of
OperationsComparing 2009 to 2008



|                          |  |                                       |         |   |      |   |         |  
|------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | -
|                          |  | Net SalesThree months ended March 31, |        
|(in millions)             |  | 2009                                  |         |   | 2008 |  
|Outdoor Solutions         |  | $                                     | 591.3   |   |      | $ | 658.3   |  
|Consumer Solutions        |  |                                       | 335.9   |   |      |   | 319.3   |  
|Branded Consumables       |  |                                       | 159.2   |   |      |   | 169.1   |  
|Process Solutions         |  |                                       | 66.5    |   |      |   | 88.9    |  
|Intercompany eliminations |  |                                       | (14.0   | ) |      |   | (18.2   | )
|                          |  |                                       |         |   |      |   |         |  
|Total net sales           |  | $                                     | 1,138.9 |   |      | $ | 1,217.4 |  
|                          |  |                                       |         |   |      |   |         |  

Net sales for the three months ended March 31, 2009
decreased $78.5 million, or 6.4%, to $1.1 billion versus the same prior year period. The overall decrease in net sales was primarily due to unfavorable foreign currency translation of approximately $54 million. Net sales in the Outdoor Solutions
segment decreased $67.0 million or 10.2%, primarily as the result of unfavorable foreign currency translation (approximately $35 million) and declines in domestic and international sales resulting from overall economic weakness. Net sales in the
Consumer Solutions segment increased $16.6 million or 5.2%, which was primarily due to: increased demand domestically, especially in the vacuum packaging and the personal care and wellness categories; increased demand and improved pricing
internationally, primarily in Latin America; partially offset by unfavorable foreign currency translation (approximately $13 million). Net sales in the Branded Consumables segment decreased $9.9 million or 5.9%, which is mainly attributed to
continued weakness at retail, primarily at domestic home improvement retailers, partially offset by improved sales of Ball® and Kerr® fresh preserving products. Net sales in the Process Solutions segment declined 25.2% on a year over year basis, primarily due to a reduction in the pass through pricing of commodities, particularly zinc, which declined approximately 42%
during the first quarter of 2009 as compared to the same prior year period.

Cost of sales decreased $43.0 million to $847 million for the three months
ended March 31, 2009 versus the same prior year period. Cost of sales as a percentage of net sales increased from 73.1% for the three months ended March 31, 2008 to 74.3% for the three months ended March 31, 2009. The change is
primarily due to the sell through of higher cost inventory which was built in 2008 during the unprecedented rise in commodity prices.

Selling, general and
administrative (SG&A) expenses decreased $31.4 million, or 12.1%, to $228 million for the three months ended March 31, 2009 versus the same prior year period. SG&A expense as a percentage of net sales for the three months ended
March 31, 2009 and 2008 was 20.1% and 21.3%, respectively. The improvement is primarily due to the cost containment efforts initiated by the Company as a result of the current macroeconomic conditions.



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Reorganization and acquisition-related integration costs, net, increased by $1.5 million to $12.2 million for the three
months ended March 31, 2009 versus the same prior year period. The majority of these charges ($9.4 million) relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment. The Company also recorded
reorganization and acquisition-related integration costs ($2.8 million) during the three months ended March 31, 2009 within the Consumer Solutions segment for headcount reductions related to cost reduction initiatives.

Net interest decreased by $10.0 million to $36.2 million for the three months ended March 31, 2009 versus the same prior year period due to a decrease in the
weighted average interest rate for 2009 to 5.3% from 6.7% in 2008. The decrease in the weighted average interest rate is due to a decline in short-term variable interest rates (LIBOR) combined with the maturity of $475 million notional amount of
fixed rate interest rate swaps during the first quarter of 2009.

The Companys effective tax rate for the three months ended March 31, 2009 was
approximately 43%. The Companys effective tax rate for the three months ended March 31, 2008 was approximately 58%. The increase from the statutory tax rate to the effective tax rate for the three months ended March 31, 2009 and 2008
results principally from U.S. tax expense recognized on undistributed foreign income recognized for U.S. tax purposes during the first quarter of 2009 and 2008.

Net income for the three months ended March 31, 2009 increased $4.2 million to $8.9 million versus the same prior year period. For the three months ended March 31, 2009 earnings per share were $0.12 per diluted share versus
earnings of $0.06 per diluted share for the three months ended March 31, 2008. The increase in net income was primarily due to the aforementioned decreases in SG&A expense and interest expense.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from operations and the availability under the senior credit facility and the credit facilities of
certain foreign subsidiaries as of March 31, 2009, provide sufficient liquidity to support working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration programs,
pension plan contribution requirements and debt obligations for the foreseeable future.

Net cash provided by (used in) operating activities was $1.4
million and ($31.5 million) for the three months ended March 31, 2009 and 2008, respectively. The improvement is due primarily to lower interest expense and favorable working capital movements primarily resulting from disciplined inventory
management.

Net cash used in financing activities for the three months ended March 31, 2009 was $101 million versus net cash provided by financing
activities of $63.9 million for the same prior year period, respectively. The change is primarily due impact of the incremental net change in short-term debt on a year-over-year basis ($183 million).

Net cash used in investing activities for the three months ended March 31, 2009 and 2008 was $24.8 million versus $31.4 million, respectively. For the three months
ended March 31, 2009, capital expenditures were $21.1 million versus $22.1 million for the same prior year period. The Company has historically maintained capital expenditures at less than 2% of net sales and expects that capital expenditures
for 2009 will be consistent with this threshold. Additionally, for the three months ended March 31, 2009 and 2008, cash provided by (used in) investments and other was none and ($6.8 million), respectively.

CAPITAL RESOURCES

At March 31, 2009, the Company had cash and
cash equivalents of $267 million. At March 31, 2009, there was no amount outstanding under the revolving credit portion of the Companys senior credit facility (the Facility). At March 31, 2009, net availability under the
Facility was approximately $160 million, after deducting approximately $25 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, 2009, the
annual commitment fee on unused balances was 0.375%.

On April 24, 2009, the Company entered into an amendment, effective as of April 28, 2009, to its
Facility to, among other things, allow for the issuance of senior unsecured indebtedness and to extend the maturity of a portion of the existing revolver facility to January 24, 2012 subject to future approval from extending lenders.

The Company has maintained a $250 million receivables purchase agreement (the Securitization Facility) since 2006, which is subject to annual renewal by both
parties, bears interest at a margin over the commercial paper rate and is accounted for as a borrowing. Under the Securitization Facility, substantially all of the Companys Outdoor Solutions, Consumer Solutions and Branded Consumables domestic
accounts receivable are sold to a special purpose entity, Jarden Receivables, LLC (JRLLC), which is a wholly-owned consolidated subsidiary of the Company. JRLLC funds these purchases with borrowings under a loan agreement,



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secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. To the extent there is
availability, the Securitization Facility will be drawn upon and repaid as needed to fund general corporate purposes. At March 31, 2009, the Securitization Facility was fully utilized with outstanding borrowings totaling $250 million. The
Securitization Facility is reflected as a short-term borrowing on the Companys balance sheet because of its annual term, which runs until July 2009. The Company currently intends to seek renewal of this Securitization Facility as it did in
2008; however, should it not be renewed, the Company will seek alternative financing.

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, 2009, the aggregate amount available under these lines of credit totaled approximately $94 million.

The Company was not in default of any of its debt covenants at March 31, 2009.

The Company maintains cash balances which at times may be significant, at various international subsidiaries. At March 31, 2009, approximately $52 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.

On April 21, 2009, the Company announced an equity offering of 12 million newly issued shares of common stock. The offering, which is subject to customary
closing conditions, is expected to result in net proceeds to the Company of approximately $203 million. The proceeds will be used for general corporate purposes, which may include the reduction of outstanding debt.

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 trading 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

During March 2009, the Company entered into
a $250 million notional amount swap agreement that exchanges variable interest rates (LIBOR) for a 1.88% fixed rate of interest over the term of the agreement. This swap, which matures which matures on December 31, 2011, is effective commencing
September 30, 2009 and has a fixed rate of interest of 1.88%. The Company has designated this swap as a cash flow hedge of the interest rate risk attributable to forecasted variable interest (LIBOR) payments.

At March 31, 2009, the Company had approximately $900 million 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 $24.8 million at March 31, 2009.

At March 31, 2009, the Company had outstanding a $40 million notional amount swap agreement that exchanges a variable interest rate (LIBOR) for fixed rate of interest over the term of the agreement that is not
designated as an effective hedge for accounting purposes and the fair market value gains or losses are included in the results of operations. This swap matures June 30, 2010 and has a fixed rate of interest of 4.79%. The fair market value of
this swap was a liability of $1.8 million at March 31, 2009

Fair Value Hedges

At March 31, 2009, the Company had a $27.5 million notional amount cross-currency swap outstanding that exchanges Canadian dollars for U.S. dollars. This swap
exchanges the variable interest rate bases of the U.S. dollar balance (3-month U.S. LIBOR plus a spread of 175 basis points) and the equivalent Canadian dollar balance (3-month CAD BA plus a spread of 192 basis points). This swap is designated as
fair value hedge on a U.S dollar based term loan of a Canadian subsidiary. The fair market value of this cross-currency swap March 31, 2009 was an asset of $1.2 million, with a corresponding offset to long-term debt.



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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, 2009, the Company had approximately $263 million notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of
forecasted inventory purchases and sales and mature through 2010. At March 31, 2009, the fair market value of these contracts was a net asset of $10.5 million.

At March 31, 2008, the Company had outstanding approximately $123 million notional amount of foreign currency contracts that are not designated as effective hedges and have maturity dates through 2010. Fair
market value gains or losses are included in the results of operations. The fair market value of these foreign currency contracts was a net asset of $1.0 million at March 31, 2009.

Commodity Derivatives

From time to time the Company enters into commodity-based derivatives in order to
mitigate the impact that the rising price of these commodities has on the cost of certain of the Companys raw materials. These derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit
should the cost of the commodity fall below certain dollar levels. These derivatives are not designated as effective hedges for accounting purposes. Fair market value gains or losses are included in the results of operations and as of March 31,
2009 their aggregate fair market value was a liability of $4.3 million.



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

Other
than as discussed above, there have been no material changes from the information previously reported under Item 7A in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008.



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

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

As required by Rule
13a-15(d) under the Exchange Act, the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the Companys internal 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.



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Part II. Other Information



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

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

Environmental

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

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

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, 2009.

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

Litigation

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



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Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current
information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the Companys consolidated financial position, results of operations
or cash flows.

Product Liability

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

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

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

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



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

There have been no material changes in our risk
factors from those disclosed in Part I, Item 1A, of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008.



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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 the 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 of 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     |  | Certificate of Designations of Series D Junior Participating Preferred Stock of Jarden Corporation (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the
Commission on November 21, 2008, and incorporated herein by reference).                                                                                                                                                                                                                 
|        | 
|3.5     |  | 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).                                                                                                                                                                                                                                                                         
|        | 
|3.6     |  | Amendment No. 1 to the Amended and Restated Bylaws of the Company (filed as Exhibit 3.6 to the Companys Annual Report on Form 10-K, filed with the Commission on February 23, 2009, and
incorporated herein by reference).                                                                                                                                                                                                                                                  
|        | 
|10.1    |  | Amended and Restated Employment Agreement between the Company and J. David Tolbert, dated as of January 9, 2009 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed with the Commission on January 13, 2009, and incorporated herein by reference).                                                                                                                                                                                                    
|        | 
|10.2    |  | Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Martin E. Franklin (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K, filed
with the Commission on January 13, 2009, and incorporated herein by reference).                                                                                                                                                                                                 
|        | 
|10.3    |  | Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Ian G.H. Ashken (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed
with the Commission on January 13, 2009, and incorporated herein by reference).                                                                                                                                                                                                    
|        | 
|10.4    |  | Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and James E. Lillie (filed as Exhibit 10.4 to the Companys Current Report on Form 8-K, filed
with the Commission on January 13, 2009, and incorporated herein by reference).                                                                                                                                                                                                    
|        | 
|10.5    |  | Amendment No. 1 to Restricted Stock Award and Amendment Agreement, dated March 27, 2009, between the Company and Martin E. Franklin (filed as Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Commission on March 27, 2009, and incorporated herein by reference).                                                                                                                                                                                  
|        | 
|10.6    |  | Amendment No. 1 to Restricted Stock Award and Amendment Agreement, dated March 27, 2009, between the Company and James E. Lillie (filed as Exhibit 10.2 to the Companys Current Report
on Form 8-K, filed with the Commission on March 27, 2009, and incorporated herein by reference).                                                                                                                                                                                     
|        | 
|10.7    |  | Amendment No. 10 to Credit Agreement and Amendment No. 4 to Pledge and Security Agreement dated January 29, 2009, among Jarden Corporation, Lehman Commercial Paper, Inc., as administrative
agent, Citicorp USA, Inc., as syndication agent, and each incremental lender identified on the signature pages thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on February 4, 2009, and
incorporated herein by reference).



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|        |  |                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                             
|10.8    |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K, filed with the Commission on February 4, 2009, and incorporated herein by
reference).
|        | 
|*31.1   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                               
|        | 
|*31.2   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                               
|        | 
|*32.1   |  | Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                 



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



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: April 27, 2009JARDEN CORPORATION (Registrant)By:

/s/ Richard T. SansoneName:

Richard T. SansoneTitle:

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




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##### Table of Contents

EXHIBIT INDEX



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



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