##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-K







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

For the fiscal year ended December 31, 2008



| |  ̈ | 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)

Securities
registered pursuant to Section 12(b) of the Act:



|                                                                                              |  |  |  |                                                
|--------------------------------------------------------------------------------------------- |  |  |  | -----------------------------------------------
|Title of each class                                                                           |  |  |  | Name of each exchange on which registered      
|Common Stock, $0.01 par value Rights to Purchase Series D JuniorParticipating Preferred Stock |  |  |  | New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes    x    No     ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes     ̈    No    x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:     ̈

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

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

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

As of June 30,
2008, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately $1.3 billion based upon
the closing market price on such date as reported on the New York Stock Exchange.

All (i) executive officers and directors of the
registrant and (ii) all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrants common stock who hold 10% or more of the registrants outstanding common stock, have been deemed, solely for
the purpose of the foregoing calculation, to be affiliates of the registrant.

There were approximately 75,927,000 shares
outstanding of the registrants common stock, par value $0.01 per share, as of February 13, 2009.

DOCUMENTS INCORPORATED BY
REFERENCE

Certain information required for Part III of this report will be set forth in and, incorporated herein by reference to the
Companys definitive Proxy Statement for the 2009 Annual Meeting of Stockholders, which is anticipated to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days following the end of the
Companys fiscal year ended December 31, 2008.









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JARDEN CORPORATION

TABLE OF CONTENTS TO FORM 10-K



|                             |  |                                                                                                              |  |     
|---------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                             |  |                                                                                                              |  | Page
|Part I                       |  |                                                                                                              |  |     
|Item 1.                      |  | Business                                                                                                     |  | 1   
|Item 1A.                     |  | Risk Factors                                                                                                 |  | 16  
|Item 1B.                     |  | Unresolved Staff Comments                                                                                    |  | 29  
|Item 2.                      |  | Properties                                                                                                   |  | 29  
|Item 3.                      |  | Legal Proceedings                                                                                            |  | 30  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                          |  | 31  
|                             |  | Executive Officers of the Registrant                                                                         |  | 31  
|                             | 
|Part II                      |  |                                                                                                             
|Item 5.                      |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 33  
|Item 6.                      |  | Selected Financial Data                                                                                      |  | 36  
|Item 7.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 38  
|Item 7A.                     |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 52  
|Item 8.                      |  | Financial Statements and Supplementary Data                                                                  |  | 54  
|Item 9.                      |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 104 
|Item 9A.                     |  | Controls and Procedures                                                                                      |  | 104 
|Item 9B.                     |  | Other Information                                                                                            |  | 105 
|                             | 
|Part III                     |  |                                                                                                             
|Item 10.                     |  | Directors, Executive Officers and Corporate Governance                                                       |  | 106 
|Item 11.                     |  | Executive Compensation                                                                                       |  | 106 
|Item 12.                     |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters              |  | 106 
|Item 13.                     |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 106 
|Item 14.                     |  | Principal Accountant Fees and Services                                                                       |  | 106 
|                             | 
|Part IV                      |  |                                                                                                             
|Item 15.                     |  | Exhibits and Financial Statement Schedule                                                                    |  | 107 
|                             | 
|Financial Statement Schedule |  | 107                                                                                                         
|                             | 
|Signatures                   |  | 115                                                                                                         
|                             | 
|Exhibit Index                |  | 117                                                                                                         



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PART I



|Item 1 | Business
|------ | --------

Overview

We are a global consumer products company that enjoys primarily leading positions in a broad range of markets for branded consumer products. We seek to
grow our business by continuing our tradition of product innovation, new product introductions and providing the consumer with the experience and value they associate with our strong brand portfolio. We plan to leverage and expand our domestic and
international distribution channels, increase brand awareness through co-branding and cross-selling initiatives and pursue strategic acquisitions, all while driving margin improvement.

Our unique operating culture has evolved into processes and a simple business philosophy which we call Jardens DNA. This philosophy is
based largely on common sense and is the embodiment of our culture, of who we are, how we operate and how we act as a company and as individuals. The core elements of Jardens DNA are:



| |  |  | Strive to be better.
| | - |  | --------------------



| |  |  | Retain and develop the best talent.
| | - |  | -----------------------------------



| |  |  | Support the individual, but encourage teamwork.
| | - |  | -----------------------------------------------



| |  |  | Think lean, act large.
| | - |  | ----------------------



| |  |  | Listen, learn and innovate.
| | - |  | ---------------------------



| |  |  | Deliver exceptional financial results.
| | - |  | --------------------------------------



| |  |  | Have fun, work hard, execute.
| | - |  | -----------------------------



| |  |  | Enhance the communities in which we operate.
| | - |  | --------------------------------------------

We are a leading provider of a broad range of consumer products. Jardens three primary
business segments, Outdoor Solutions, Consumer Solutions and Branded Consumables, manufacture or source, market and distribute a number of well-recognized brands, including: Outdoor Solutions: Abu Garcia®, Adio®, Berkley®, Campingaz®,
Coleman®, Fenwick®, Gulp!®, JT®, K2®, Marker®, Marmot®,
Mitchell®, Penn®, Planet Earth®, Rawlings®, Shakespeare®, Sevylor®, Stearns®,
Stren®, Trilene®, Ugly Stik® and Völkl®;Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®,
Seal-a-Meal®, Sunbeam® and VillaWare®; andBranded
Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, Java-Log®,
Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®. Our growth strategy is based on introducing new products, as well as on expanding existing product categories,
which is supplemented through opportunistically acquiring businesses with highly recognized brands, innovative products and multi-channel distribution.

We have achieved leading market positions in a number of niche categories by selling branded
products through a variety of distribution channels, including club, department store, drug, grocery, mass merchant, sporting goods and specialty retailers, as well as direct to consumers. By leveraging our strong brand portfolio, category
management expertise and customer service focus, we have established and continue to maintain long-term relationships with leading retailers within these channels. For example, we have serviced Wal-Mart and The Home Depot since their openings in
1962 and 1978, respectively, and are currently the category manager at these and other retailers in certain categories. Moreover, several of our leading domestic brands, such as Ball®,
Bicycle®, Coleman®, Diamond®, Rawlings®, Shakespeare® and Sunbeam® have been in continuous use for over 100 years. We continue to strive
to expand our existing customer relationships and attract new customers by introducing new product line extensions and entering new product categories.

We operate three primary business segments: Outdoor Solutions, Consumer Solutions and Branded Consumables.



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Outdoor Solutions

The Outdoor Solutions segment manufactures or 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
tow-behinds, boats and kayaks. The Outdoor Solutions segment also sells fishing equipment under brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®,
JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®.
Team sports equipment for baseball, softball, football, basketball, field hockey and lacrosse products are sold under brand names such as deBeer®, Gait by deBeer®, Miken®, Rawlings® and Worth®.
Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas, Full Tilt®, 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 Helium®, Hodgman®, Mad Dog Gear®, Sevylor®, Sospenders® and Stearns®.
The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Adio®, Ex Officio®,
Marmot® and Planet Earth®.

A summary of the well-known brand names we sell through the Outdoor Solutions segment follows:



|                                                                                                                                                                         |  |                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------
|Principal Owned Brands                                                                                                                                                   |  | Principal Products                                                               
|Coleman® and Campingaz®                                                                                                                                                  |  | Camping and outdoor equipment                                                    
|                                                                                                                                                                         | 
|Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®, JRC, Mitchell®, Penn®, Pflueger®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools® |  | Fishing equipment                                                                
|                                                                                                                                                                         | 
|deBeer®, Gait by deBeer®, Miken®, Rawlings® and Worth®                                                                                                                   |  | Team sports equipment                                                            
|                                                                                                                                                                         | 
|Atlas, Full Tilt®, K2®, Line®, Little Bear®, Madshus®, Marker®,
Morrow®, Ride®, Tubbs®, Völkl® and 5150 Snowboards®                                                     |  | Alpine and Nordic skiing, snowboarding, snowshoeing and in-line skating equipment
|                                                                                                                                                                         | 
|Helium®, Hodgman®, Mad Dog Gear®, Sevylor®, Sospenders® and Stearns®                                                                                                     |  | Personal flotation devices, water sports equipment and all-terrain vehicle gear  
|                                                                                                                                                                         | 
|Adio®, Ex Officio®, Marmot® and Planet Earth®                                                                                                                            |  | Technical and outdoor apparel and equipment                                      

Customers

We distribute our products in over 100 countries through mass merchandisers, specialty retail, including sporting goods and outdoor recreation stores,
club stores, wholesalers, our owned network of Coleman Factory Outlet Stores and through the Internet. We maintain strong relationships with a number of our key customers in various distribution channels. Our larger customers include Canadian Tire,
Dicks Sporting Goods, Kmart, Recreational Equipment, Inc. (REI), Target, The Sports Authority and Wal-Mart.

Sales
and Marketing

The sales force is generally deployed by geographic region:
Canada, Europe, Latin America, the Pacific Rim and the United States. Our focus is on providing active lifestyle products to a broad spectrum of outdoor enthusiasts, from expert rock climbers to beginner fishermen. For example, Coleman is positioned
as The Outdoor Company, an outdoor lifestyle brand. We strive to create a unique look and functionality for our



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products and are utilizing new and enhanced in-store merchandising that communicates the Coleman difference to the consumer. In addition, we continue to
invest in brand research and market research. We also regularly utilize various promotions and public relations campaigns.

In addition to
brand development, we are focused on expanding our licensing strategy to enhance brand exposure and brand equity through appropriate product extensions, while generating incremental revenue and recognition. We believe we have an objective and
targeted image of high quality and excellent value.

Distribution and Fulfillment

We have warehouse and distribution facilities in Canada, Europe, Latin America, the Pacific Rim and the United States. We also use third party warehouses
and logistical services. We distribute our products to customers around the world utilizing both direct shipping from our sourced Asian manufacturers and distributing from our internal and third party warehouse facilities.

Manufacturing

We manufacture
our products at facilities in China, Europe, Latin America and North America, as well as through third-party sourcing, primarily in Asia. In order to ensure the quality and consistency of our products manufactured by third-party manufacturers in
Asia, we have Asian sourcing facilities including product development, project management and quality support in China.

Raw
Materials and Sourcing of Product

Our primary raw materials include aluminum, copper, corrugated cardboard for packaging,
electrical components, plastic resin, propane gas, steel and various textiles and fabrics. The raw materials used in the manufacture of our products are generally available from numerous suppliers in quantities sufficient to meet normal
requirements. Resin is a key raw material component in coolers and several other Outdoor Solutions products. We purchase resin from regular commercial sources of supply for which there are multiple sources. The supply and demand for resin is subject
to cyclical and other market factors. The segments other key raw material is propane gas which we purchase from regular commercial sources of supply and which is also available from multiple sources.

We also purchase a substantial number of finished products from various suppliers, but are not heavily dependent upon a single supplier for our sourced
products in total.

Intellectual Property

The principal trademarks consist of Campingaz®, Coleman®, K2®, Marmot®, Rawlings®, Sevylor®, Shakespeare®, Stearns®
and Völkl®. Other trademarks in this segment include Abu Garcia®, Adio®, All Star®, Atlas , Berkley®, Coleman® Exponent®, deBeer®, Ex Officio®, Fenwick®, Gait by deBeer®, Gulp!®, Hodgman®,
JT®, JRC, Line®,
Little Bear®, Mad Dog Gear®, Madshus®, Marker®, Miken®, Mitchell®, Morrow®, Penn®, Pflueger®, Planet Earth®,
Ride®, Roadtrip®, Sevenstrand®, Sospender®, Spiderwire®, Stren®, Tubbs®,
Trilene®, Ugly Stik®, Worth®, Xtools® and 5150 Snowboards®. We believe our principal trademarks in the Outdoor Solutions segment have high levels of brand name recognition among retailers and
consumers throughout Asia, Europe, Latin America and North America. In addition, we believe our brands have an established reputation for quality, reliability and value. We monitor and protect our brands against infringement, and we actively pursue
the licensing of our trademarks to third parties for products that complement our product lines or businesses. We hold numerous design and utility patents covering a wide variety of products, the loss of any of which would likely not have a material
adverse effect on our business as a whole.



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Competition

The markets in which our Outdoor Solutions business operates are generally highly competitive, based primarily on product quality, product innovation, price and customer service and support, although the degree and
nature of such competition vary by location and product line. Igloo Corporation and Newell Rubbermaid are primary competitors in our personal coolers business. Aero Products International Inc. and Intex Corporation are key competitors in inflatable
airbed products and Intex Corporation is also a primary competitor in inflatable water products. VF Corporation and Kellwood Corporation are key competitors in tents, sleeping bags and appliances. Worthington Industries is our primary competitor in
packaged fuel. In our battery lighting business, Eveready Battery Company, Inc., the Proctor & Gamble Company and Spectrum Brands, Inc. are key competitors. In our fishing business, our key competitors are Daiwa Corporation, the PRADCO
Fishing division of EBSCO Industries, Inc., Rapala VMC Corporation, Shimano, Inc., W.C. Bradley Co./Zebco and the Zoom Bait Company. In our water sports and personal flotation device business, HO Mfg., Johnson Outdoors, Quiksilver, Inc. and Sport
Dimension Inc. are key competitors. In our ski and snowboard business, our key competitors are Amer Sports Corporation (Salomon and Atomic), Burton Snowboards, Head NV, Rossignol and Tecnicagroup (Nordica). In our sports equipment business our key
competitors are Adidas Group, Amer Sports Corporation (Wilson), Easton-Bell Sports Inc., Hillerich & Bradsby Company (Louisville Slugger), Mizuno, New Balance Athletic Shoe, Inc. (Brine and Warrior), Nike, Inc., Tecnicagroup (Rollerblade)
and Wm. T. Burnett & Co. (STX lacrosse). In addition to branded products, we regularly compete against the private label brands of retailers.

Seasonality

Sales of our Outdoor Solutions products are generally seasonal, with the
strongest sales in the first and second quarters of the calendar year for our Coleman and Team Sports businesses, second and third quarters for our fishing business and third and fourth quarters for our winter sports and technical apparel
businesses. Sales of these products may be negatively affected by unfavorable weather conditions and other market trends.

Consumer Solutions

The Consumer Solutions segment manufactures and sources, markets, and
distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use, primarily to consumers through department stores, specialty retailers, and mass merchants. This segment maintains a
strong portfolio of globally recognized brands including Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam® and Villaware®.

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

We believe that our Consumer Solutions sales are well
diversified with respect to both geography and distribution channel. We sell a variety of branded household products including:



|                                         |  |                                            
|---------------------------------------- |  | -------------------------------------------
|Principal Owned Brands                   |  | Principal Products                         
|FoodSaver® and Seal-a-Meal®              |  | Home vacuum packaging                      
|                                         | 
|Health at Home® and Health o meter®      |  | Personal care and wellness products        
|                                         | 
|Mr. Coffee®                              |  | Coffeemakers                               
|                                         | 
|Oster®, Rival® and
Sunbeam®              |  | Small appliances and personal care products
|                                         | 
|Crock-Pot® and VillaWare®                |  | Specialty kitchen products                 
|                                         | 
|Bionaire®, Holmes®,
Patton® and Sunbeam® |  | Household appliances                       



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Customers

We sell our small appliances, including home vacuum packaging machines and personal care and wellness products, through a diverse group of leading wholesale and retail customers in North America and also through
direct-to-consumer channels, primarily infomercials. Small appliances are sold worldwide, including in Europe and Latin America, through retail channels including mass merchants, specialty retailers and department stores. Our leading retail
customers in the Consumer Solutions segment include Costco, Kohls, Sams, Target and Wal-Mart.

Sales and Marketing

Small kitchen appliances, household and personal care and wellness products have an internal sales force and marketing department
that focus their efforts in those markets that require high levels of precision, quality and engineering expertise. The team dedicates resources across the organization to focus on developing brands. The sales force is allocated primarily by
geographic region: Canada, Europe, Latin America and the United States, with sub-groups to sell different product lines. We operate in an integrated model with the business and operational teams to ensure consistency and fulfillment of marketing
strategy and establish direction for the growth priorities of the brands. Advertising and brand building activities include public relations impressions, television, radio and print advertisements, direct to consumer marketing, mobile marketing
activities, online marketing, consumer promotions, consumer contests and sweepstakes, demonstrations and educational events at trade shows.

In addition to brand development, we have an extensive licensing strategy to extend the reach of
the brands across categories, geographies and strategic product extensions. We believe that utilizing licensing generates high value consumer impressions that are aligned with the strategic objectives of the brands and enhances emotional relevance
of the product. Crock-Pot®, Oster® and Sunbeam® are among the leading
licensed housewares brands in the consumer products industry. We also establish strategic alliances with key external brands such as Margaritaville®, Arm & Hammer® and Microban® providing us the opportunity to broaden our consumer appeal and distribution channel penetration by leveraging their
consumer recognition through exciting, differentiated products.

Distribution and Fulfillment

We utilize a combination of third-party and owned warehouses in Canada, China, Europe, Latin America and the United States to distribute our Consumer
Solutions products.

Manufacturing

Our research and development department designs and engineers many of our products, collaborates with our manufacturing operations, sets strict engineering specifications for the third-party manufacturers and ensures
our proprietary manufacturing expertise despite outsourced production for those products we do not manufacture in company-owned facilities. We maintain control over all critical production molds. In order to ensure the quality and consistency of our
products manufactured by third-party manufacturers in Asia, we employ a team of inspectors who examine the products we purchase on site at the factories. Products are currently sourced through multiple key suppliers in China, Korea and the United
States.

Small kitchen appliances and personal care and wellness products are developed, designed and tested at sites around the world. The
products are manufactured in owned and leased facilities in China, Latin America and North America and through third-party sourcing. In order to ensure the quality and consistency of our products manufactured by third party manufacturers in Asia, we
have sourcing operations including product development, project management, sourcing management, supply chain and quality support in Hong Kong and the mainland of China.



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Raw Materials and Sourcing of Product

Our primary raw materials for our in-house manufactured product include copper, resins, steel and various paper-related packaging materials. For all key
materials, we generally maintain relationships with two or more vendors to ensure we have sufficient quantities available to meet our short and long-term production requirements. We have partnered with other Jarden divisions where possible to
establish new vendor relationships and consolidate if and when possible our order volume. We also source finished good product from other vendors who also use many of the same materials mentioned above. Similarly, we have consolidated vendors where
appropriate and expanded where necessary to take advantage of those opportunities available through our recent acquisitions.

Intellectual Property

The principal trademarks in our
Consumer Solutions segment consist of Bionaire®, Crock-Pot®, FoodSaver®, Holmes®, Health o meter®, Mr. Coffee®, Oster®, Patton®, Rival®,
Seal-a-Meal® and Sunbeam®. Our other brands include The Blanket with a Brain®, BORG®, Health at Home®, Hydrosurge®, Mixmaster® and Osterizer®. We believe our principal trademarks have high levels of brand name
recognition among retailers and consumers. In addition, we believe our brands have an established reputation for quality, reliability and value. We monitor and protect our brands against infringement, and we actively pursue the licensing of our
trademarks to third parties for products that complement our product lines or businesses. We also hold numerous design and utility patents covering a wide variety of products, the loss of any one of which would likely not have a material adverse
effect on our business taken as a whole.

Competition

The markets in which we operate are generally highly competitive, based primarily on product quality, product innovation, price and customer service and
support, although the degree and nature of such competition vary by location and product line.

Our FoodSaver® and Seal-a-Meal® appliances and bags compete with marketers of
conventional food storage solutions, such as non-vacuum plastic bags and containers. In addition, our competitors include other manufacturers of home sealing appliances that heat- or vacuum-seal bags. As household penetration of home
vacuum packaging systems has increased, more competitors have entered the market. As such, the market has become more price-and feature-sensitive. There are also several companies that manufacture industrial and commercial vacuum packaging products.

In general, the more mature small household appliance categories outside of home vacuum packaging, include blenders, irons and toasters,
among others. In the small household appliance category, our key competitors in the United States and Canada include Conair Corporation, DeLonghi America, Metro Thebe, Inc., d/b/a HWI Breville, NACCO Industries, Inc. (Hamilton Beach), Inc., Salton,
Inc. and Whirlpool Corporation. In heated bedding products, our primary competitor is Microlife USA, Inc. In scales, our key competitors include HoMedics Inc. and Conair Corporation. Our key competitors for clippers, trimmers and accessories for
professional users include the Andis Company, Conair Corporation and Wahl Clipper Corporation. The primary competitors to our hospitality business are the Andis Company and NACCO Industries, Inc. (Hamilton Beach). In portable air cleaning products,
our primary competitors are DeLonghi America, Inc., Kaz, Incorporated, Hunter Fan Company and Ionic Pro, LLC. In vaporizers and humidifiers, our key competitors are Hunter Fan Company and Kaz, Incorporated. Our key competitors in portable heaters
are Kaz, Incorporated, Lakewood Engineering and Manufacturing Company and Lasko Products, Inc. Our primary competitors in fans are Kaz, Incorporated, Hunter Fan Company, Lakewood Engineering and Manufacturing Company, Lasko Products, Inc. and
private label suppliers.



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Seasonality

Sales of our Consumer Solutions products generally are strongest in the fourth quarter preceding the holiday season and may be negatively affected by unfavorable retail conditions and other market trends, as well as
irregular weather patterns.

Branded Consumables

The Branded Consumables segment manufactures or sources, markets and distributes a broad line of
branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, childrens card games, clothespins, collectible tins, 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®, Java-Log®, KEM®, Kerr®, Lehigh®, Leslie-Locke®, Loew Cornell®, Pine Mountain® and Wellington® brand names, among others. We distribute these products through
club, drug, grocery, hardware, mass merchant and specialty retail customers and deliver these products to thousands of ship to locations.

We sell a variety of branded consumables products including:



|                                                                  |  |                                                                                                                          
|----------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Principal Owned and Licensed Brands                               |  | Principal Products                                                                                                       
|Ball®, Bernardin® and
Kerr®                                       |  | Home canning jars and accessories                                                                                        
|                                                                  | 
|BRK®, First Alert® and
Tundra®                                    |  | Home safety products                                                                                                     
|                                                                  | 
|Aviator®, Bee®,
Bicycle®, Hoyle® and KEM®                         |  | Playing cards and card accessories                                                                                       
|                                                                  | 
|Diamond®                                                          |  | Kitchen matches, plastic cutlery, toothpicks, clothespins, multi-purpose lighters, fire starters, book matches and straws
|                                                                  | 
|Lehigh®, SecureLine and Wellington®                              |  | Cordage                                                                                                                  
|                                                                  | 
|Forster®, Loew-Cornell® and Woodsies®                             |  | Arts and crafts products                                                                                                 
|                                                                  | 
|Java-Log®, Pine Mountain®, Northland®, Starterlogg® and Superlog® |  | Firelogs and firestarters                                                                                                
|                                                                  | 
|Crawford®, Leslie-Locke® and Storehorse®                          |  | Storage and workshop accessories, doors and fencing                                                                      

Customers

We have long-standing relationships with a diverse group of retail, wholesale and institutional customers in North America. We sell through a wide variety
of retail formats, including club stores, drugstores, grocery retailers, mass merchants, department stores, value retailers, home improvement stores and craft stores. Our principal customers include Ace, Albertsons, Costco, The Home Depot, Kroger,
Lowes and Wal-Mart.

Sales and Marketing

For our Branded Consumables sales efforts we utilize internal sales, marketing and customer service staff, supported by a network of outside sales representatives. Regional sales managers are organized by geographic
area and, in some cases, customers, and are responsible for customer relations management, pricing and distribution strategies, and sales generation. Our customer-specific organized sales staff includes individuals focused on key customers such as
The Home Depot, Lowes and Wal-Mart and also key customer groups such as casinos and electrical distributors. Our marketing and sales departments work closely together to develop pricing and distribution strategies and to design packaging and
develop product line extensions and new products.



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Distribution and Fulfillment

We distribute our Branded Consumables products through a number of in-house distribution centers and third-party warehouses throughout Europe, North
America and the Pacific Rim. Whenever possible, we utilize highly automated packaging equipment, allowing us to maintain our efficient and effective logistics and freight management processes. We also work with outsourced providers for the delivery
of our products in order to ensure that as many shipments as possible are processed as full truckloads, saving significant freight costs.

Manufacturing

We manufacture the metal closures for our home canning jars at our Muncie, Indiana facility.
Lithographed tin plated steel sheet is cut and formed to produce the lids and bands. Liquid plastisol, which we formulate, is applied to the lids, forming an airtight seal, which is necessary for safe and effective home canning. Finished products
are packaged for integration with glass jars or sold in multi-packs as replacement lids.

We manufacture kitchen matches at our Cloquet,
Minnesota location. The plant purchases local wood that we convert into veneer, from which we saw, stamp and mold the various wood shapes. The wood shapes go through a secondary manufacturing process to apply the matchhead and prepare it for packing
and shipping to our customers.

We manufacture rope, cord and twine products for the home improvement industry, as well as home safety
products, utilizing Mexican and Asian-based manufacturing facilities. We have a manufacturing operation in Merida, Mexico and long-standing strategic alliances with several Asian contract manufacturers that have been proven reliable sources.

We manufacture playing card decks at our facilities in the Cincinnati, Ohio area and Vitoria, Spain. All North American production is
manufactured in Cincinnati and in most cases shipped direct to the customer. We will be relocating from the Cincinnati facility to a new facility in Boone County, Kentucky during the first half of 2009. We do maintain inventory at a third-party
distribution warehouse in Las Vegas to insure that casino demand is met. The Spain manufacturing facility services most of our European and Middle Eastern customers.

We manufacture firelog and firestarter products at our five regional facilities throughout North America. The plants purchase wax, molasses and sawdust that we convert into various sizes of firelogs and firestarters.

We manufacture smoke detectors, carbon monoxide detectors and fire extinguishers in our facility in Juarez, Mexico with distribution
facilities located nearby in El Paso, Texas. We also utilize selected Asian sourcing partners to provide certain sub-assemblies and finished products.

Raw Materials and Sourcing of Product

Most of our glass canning jars and raw paper stock for
playing cards are supplied under multi-year supply agreements with primary vendors which assist us in achieving attractive pricing taking into consideration our volumes. Such materials are also available from other sources at competitive prices. The
tin plate, nylon, metal, paper, wax and resin used in the manufacturing of our Branded Consumables products are supplied by multiple vendors and are currently available from a variety of sources at competitive prices. Our wood and sawdust is also
supplied by multiple vendors and is readily available to our wood manufacturing plant and firelog and firestarter plants from local suppliers. Our plastic cutlery is sourced from both our Process Solutions segment and China.

Historically, the raw materials and components that are necessary for the manufacture of our products have been available in the quantities that we
require.



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Intellectual Property

We believe that none of our active trademarks or patents is essential to the successful operation
of our overall Branded Consumables business. However, our rights to use certain trademarks such as Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, BRK®, Crawford®, Diamond®, Dicon®, First
Alert®, Forster®, Hoyle®, KEM®, Kerr®, Lehigh®, Leslie-Locke®,
Loew-Cornell®, Northland®, Java-Log®, Pine Mountain®, Starterlogg®, Storehorse®, Superlog® and Wellington®, may materially affect the sales of the individual products or product lines related to such trademarks.

We also have licensing agreements for brands such as Coca-Cola®, Disney®, NFL®, Jack Daniels®,
Nickelodeon® and World Poker Tour® to manufacture and distribute playing cards under those brand names.

Competition

Although we are a
leading provider of firelogs and firestarters, home canning products, home safety products, kitchen matches, retail plastic cutlery, toothpicks, playing cards, rope, cord and twines in the United States, we have direct competitors in all of our
niche markets. In addition to direct competitors in the market for home canning, we compete with companies who specialize in other food preservation mediums such as freezing and dehydration. In the market for home safety products our main
competitors are Kidde and Universal Security Instruments Inc. For plastic cutlery our key competitors include Far East and domestic suppliers. Our competition in the market for rope, cord and twine includes Mibro and private label brands. In the
market for playing cards our competition includes Angel, Cardinal, Carta Mundi, Copag, Gaming Partners International, Gemaco, Mattel, Patch Products and a number of other manufacturers located in China. In the market for firelogs and firestarters,
we compete with a number of competitors in the home fireplace burning category including Duraflame, Inc. and other regional and national firelog and firestarter manufacturers, and cord wood suppliers. In the market for craft products, we
have a number of competitors including Col-Art, Crayola, Daler-Rowney, Elmers, Rose Art and Royal. Because of the strengths of our North American manufacturing facilities, established Asian sourcing capabilities and efficient distribution platform,
we believe we are the best value supplier of rope, cord, and twines, home safety products and playing cards and accessories for our retailer customer base whether they need a low cost product or a premium brand.

Seasonality

Sales of our home
canning products generally reflect the pattern of the growing season, and retail sales of our plastic cutlery are concentrated in the summer months and holiday periods. Sales of our home improvement products are concentrated in the spring and summer
months. Sales of our firelog and firestarter products are concentrated in the fall and winter months. Sales of all these products may be negatively affected by unfavorable weather conditions and other market trends. Periods of drought, for example,
may adversely affect the supply and price of fruit, vegetables and other foods available for home canning. Warm weather in the fall and winter may adversely affect our firelog and firestarter sales. Sales of playing cards, home safety products and
arts and crafts are generally not seasonally concentrated.

Process Solutions

In addition to the three primary business segments described above, our Process Solutions segment manufactures, markets and distributes a wide variety of
plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. Our 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. We also are 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



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major supplier to the Royal Canadian Mint, as well as a supplier of nickel, brass and bronze plated finishes on steel and zinc for coinage to other
international markets. In addition, we manufacture a line of industrial zinc products marketed globally for use in the plumbing, automotive, electrical component and architectural markets.

Customers

We sell our plastic
products primarily to major original equipment manufacturer companies (OEMs) in the healthcare and consumer products industries. Our leading customers include CIBA Vision, Johnson & Johnson and Microsoft. We also supply plastic
products and parts to both our Branded Consumables (plastic cutlery and closures) and Consumer Solutions (plastic containers) segments. Monofilament line is sold to weavers including Albany, Asten Johnson and Xerium and to retailers of cutting line
including The Home Depot, Lowes and Wal-Mart. Marine antennas are sold to specialty marine dealers such as West Marine and military antennas are sold to communication systems integrators including General Dynamics, Harris Corporation and Racal
Instruments. We supply zinc products to the United States Mint, the Royal Canadian Mint and numerous other countries. Zinc products are also sold to large OEM customers in the plumbing, automotive, electrical component and architectural markets such
as Black & Decker and Littlefuse. Our zinc cathodic protection products are sold to state and federal government agencies to combat the effects of corrosion in road and bridge construction and repair.

Sales and Marketing

Process
Solutions utilizes a team sell approach that includes internal sales, marketing, customer service, outside sales representatives, and manufacturing team members to offer best-in-class solutions to both our industrial and consumer product customers.
Our marketing, sales and research and development departments work closely together to develop new products and innovative technologies that add value to both our customers and the end users. Market research, focus groups and end user interviews are
key components in our customer-focused marketing strategy as we continue to fill the new product pipeline with solutions that offer innovation at a value.

Our business growth is fueled by building strong brands in both the industrial and consumer product markets. We use radio and print advertisements, public relations impressions, online marketing, co-op direct to
consumer marketing, consumer promotions and trade shows as vehicles to build our brands globally.

Government Contracts

We enter into contracts with the United States Government, which contain termination provisions customary for government contracts.
The United States Government retains the right to terminate such contracts at its convenience. However, if the contract is terminated, we are entitled to be reimbursed for allowable costs and profits to the date of termination relating to authorized
work performed to such date. The United States Government contracts are also subject to reduction or modification in the event of changes in government requirements or budgetary constraints. Since entering into a contract with us in 1981, the United
States Government has not terminated the penny blank supply arrangement. In 2006, we entered into a multi-year supply contract with the Royal Canadian Mint for defined volumes on a take or pay basis.

Manufacturing

We manufacture our products, including the Shakespeare® brand of nylon, in facilities throughout China, Europe and North America. Our research and development groups, Jarden Design Associates and iThink Design, engineer sustainable products and services for our business
units, other Jarden companies and OEM customers.



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Competitive Strengths

We believe that the following competitive strengths serve as a foundation for our business strategy:

Market Leadership Positions. In North America, we are a leader in several categories including alpine skis and bindings, snowboarding and snowshoeing, baseballs, bats, softballs and gloves, camping gear, cordage, firelogs and
firestarters, fishing soft baits, rods, reels, and combos, home canning, home vacuum packaging, matches and toothpicks, personal flotation devices, playing cards, boxed plastic cutlery, selected small kitchen appliances, warming blankets
and a number of other branded consumer products. We believe that the specialized nature of our niche categories, and our leading market shares therein, provide us with competitive advantages in terms of demand from consumers and enhanced brand
awareness. We believe our market leadership positions contribute to our ability to attract new customers and enter new distribution channels.

Our Coleman® and Campingaz® brands are widely recognized domestically, in Europe and in the Pacific Rim, and we are a leader in a number of camping and outdoor equipment product categories, including tents, lanterns and
stoves. Our Ugly Stik® models have been the best selling fishing rods in the U.S. for over 20 years. Penn® is a leading product
line and brand that is principally focused on salt water fishing reels. Through our Helium®, Hodgman®, Nevin®, Sospenders® and Stearns® brands, we are a leading provider of flotation
vests, jackets and suits (personal flotation devices), cold water immersion products and wet suits. Sevylor is a market leader in innovative inflatable towables, boats, kayaks and related products. We sell alpine and Nordic skis under a
number of brands including Line®, K2®, Madshus® and Völkl®, and its alpine ski bindings under the name Marker® in the three major ski markets of the worldNorth America, Europe and Japan.
We sell boots, bindings, snowboards, snowboard outerwear and snowshoes under a number of brands including K2®, Morrow® Ride®, Tubbs® and 5150 Snowboards®. We believe we are a leader in each of the
ski, snowboard and snowshoe categories that we participate. We believe that Rawlings is a leading brand and supplier of baseball equipment in North America and, through its licensee, in Japan. Rawlings products in this area include baseball
gloves, baseballs, softballs, batters helmets, catchers and umpires protective equipment, aluminum, composite and wood baseball bats, batters gloves and accessories. Rawlings is a major supplier to professional, collegiate,
interscholastic and amateur organizations worldwide and is also the official baseball supplier to Major League Baseball (MLB), Minor League Baseball and National Collegiate Athletic Association (NCAA), as well as the official
helmet supplier to MLB. Worth® and Miken® are leading brands for softball products with market leading positions in collegiate
and amateur slow pitch and fast pitch softball. Our Marmot® brand is a leader in the premium-priced, high performance technical outdoor apparel and equipment market. Marmot® designs, manufactures, markets and distributes performance jackets, technical rainwear, expedition garments, fleeces, softshells, skiwear outerwear and accessories, gloves, and expedition
quality tents, packs and sleeping bags and related accessories sold under the Marmot® brand name and apparel sold under the Marker® brand name. The Ex Officio® brand is recognized as a leader in the design, manufacture, sale and distribution of men and womens apparel for the
outdoor and adventure travel apparel for men and women. As a leading provider of small kitchen appliances, we work directly with retailers, often as the category manager, to identify and support consumers needs. Our Crock-Pot®, Mr. Coffee®, Oster® and Sunbeam® brands hold leading or significant positions in a number of small kitchen appliance categories, including vacuum sealers, automatic drip coffeemakers, blenders, toaster ovens, slow cookers, skillets, stand and hand
mixers. We created the home vacuum packaging category at most of our retailers and continue to lead the category by providing innovation and marketing tools to promote the FoodSaver® brand
and home vacuum packaging to consumers. We believe our Ball® brand is synonymous with home canning. We are either the named category manager, sole supplier or one of a very limited number
of external vendors to the dominant retailers in both the firelogs and firestarters, and rope, cord and twine product lines. In the playing card industry, our Branded Consumables segment is the leading provider of playing cards under the Bee®, Bicycle® and Hoyle® brands.

Strong Brand Name Recognition. We have built a portfolio of leading consumer brands, which
assists us in gaining retail shelf space and introducing new products. Several of our leading brands, such as Ball® jars, Bicycle® playing cards, Coleman® lanterns, Diamond® kitchen matches, Rawlings® baseball gloves and Shakespeare® fishing reels, have been in continuous use for over 100 years. The Coleman®, First Alert®, K2®,



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Marmot®, Mr. Coffee®, Oster®, Pine Mountain®, Rawlings®, Ride®, Rival®, Shakespeare®, Starterlogg®,
Stearns®, Sunbeam® and Völkl® brands are highly recognized
brands in their respective market segments. We believe the Rawlings® and Worth® brands in baseball and softball, respectively,
the deBeer® and Gait by deBerr® are leading brand names in lacrosse and K2®, Marker® and Völkl® in snowboards, skis and ski bindings have an extremely high brand name recognition in their
market segments. Our Abu Garcia®, Berkley®, Mitchell®, Pflueger® Shakespeare®, Stren®, Trilene® and Ugly Stik® brands are highly recognized within the outdoor enthusiast and fishing market segments. We believe our Adio®, Ex Officio®, K2®, Marmot®,
Marker®,Planet Earth® and Völkl® brands represent
quality technical apparel and equipment within their market segments. We believe Diamond® is the leading brand in plastic cutlery, kitchen matches and toothpicks for use in and around the
home. We also believe our FoodSaver® brand is a household name in home vacuum packaging systems. Overall, we believe our strong brand recognition and consumer awareness, coupled with the
quality of our products, help promote significant customer loyalty.

Comprehensive Product Offering. We provide retailers with a broad and diversified portfolio of consumer products across multiple categories, which adds diversity to our revenues and cash flows. Within these categories, we service the
needs of a wide range of consumers and satisfy their different tastes, preferences and budgets. Our Outdoor Solutions segment, with products ranging from skis to fishing lures to personal flotation devices to baseball mitts to lanterns and coolers,
under brands such as Coleman®, Campingaz®, K2®, Rawlings®, Stren®, Stearns® and Trilene®, is a leading global outdoor lifestyle business with comprehensive product offerings in numerous categories. We believe our Consumer Solutions segment, through our Bionaire®, FoodSaver®, Holmes®, Mr. Coffee®, Oster®, Rival®, Seal-a-Meal®,
Sunbeam® and VillaWare® brands, is well positioned in the kitchen and household appliance categories to take advantage of a
good, better, best strategy in order to target consumers with various levels of price sensitivity and product sophistication. Our Branded Consumables segment offers a range of branded products to serve the value, mid-tier and premium
price points. Additionally, our Branded Consumables segment offers kitchen matches, retail plastic cutlery and toothpicks of various counts, sizes and durability, as well as leading playing card products in each pricing category and a broad
portfolio of card and gaming accessories. Branded Consumables also offers a diversified portfolio of consumer products, including cordage (e.g., ropes and twines), firelogs and firestarters, home storage, fire and carbon monoxide alarms, fire
suppression products and organization hardware, workshop accessories and security screen doors and fencing.

We believe our ability to
serve retailers with a broad array of branded products and introduce new products will continue to allow us to further penetrate existing customer bases while also attracting new customers.

Recurring Revenue Stream. We derive recurring and, we believe, non-cyclical annual sales
from many of our leading products due to their affordability and position as fundamental staples within many households. Our jar closures, firelogs and firestarters, kitchen matches, plastic cutlery, rope, cord and twine and toothpicks are
consumable in nature and exemplify these traits. Moreover, we believe that as the installed base of FoodSaver® and Seal-a-Meal®
appliances increases, our disposable storage bags and related accessories used with the appliances will constitute an increasing percentage of total food preservation revenues. Additional sources of recurring revenue include replacement blades for
our grooming and sheering business, replacement propane and fuel tanks for our camping business and filters for humidifiers and air purifiers.

Continuous Improvement Programs.A core element of Jardens DNA is to strive to be better. To that end, we continuously strive to enhance profitability and competitive advantage by leveraging our scale as a buyer in
the marketplace and reducing our internal operating costs by sharing infrastructure and expertise across all business units.

Our
procurement professionals charter cross-business commodity councils to negotiate and implement enterprise level supply agreements that take into account our global demand for raw materials, components, finished goods, and related fulfillment
services. These contracts allow every Jarden business, regardless of size, to operate with the buying power of a Fortune 500 company.



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In order to exploit our global procurement and fulfillment expertise to the benefit of our stockholders,
a center-led strategy is employed that consolidates redundant functions within operating segments to reduce overhead and increase focus on new areas of product innovation. Jarden businesses are constantly collaborating on projects to share resources
and best practices in a way that increases our unique competitive advantage.

The commodity council and center-lead procurement operating
models are highly scalable and simplify the integration of newly acquired companies. Jarden is able to take advantage of leverage from acquired companies and offer those companies access to Fortune 500 scale enabling the realization of benefit,
synergies and cost savings very quickly. Our supply chain operations partner with all our businesses to ensure that we are continuously focused on enhancing profitability and competitive advantage.

We utilize an efficient outsourced manufacturing network of suppliers for certain of our products. Many of these relationships are long-term, affording
us increased flexibility and stability in our operations. This diverse network allows us to maintain multiple sources of quality products while keeping price points competitive.

We continuously implement cost-saving initiatives that have rationalized certain operating and manufacturing facilities for our products, as well as
increased outsourcing of certain of our products where it is most cost effective.

Low Cost Manufacturing. We focus on executing
manufacturing programs involving large volumes with superior efficiencies, low cost and high quality. We organize the production runs in many of our business segments product lines to minimize the number of manufacturing functions and the
frequency of material handling. We also utilize, where practical, a flexible process which uses cellular manufacturing to allow a continuous flow of parts with minimal set up time. Our efficient and automated plastic cutlery manufacturing and
firelog and firestarter operations enable us to produce, count and package plastic cutlery and produce and package firelogs and firestarters ready for retail distribution with minimal labor costs. In our manufacturing facility in China, we focus on
manufacturing proprietary products and products where our expertise provides a lower production cost.

Expertise in Successfully
Identifying and Executing Complementary Acquisitions. We believe we have disciplined expertise in identifying and acquiring businesses or brands that complement our existing product portfolio. We are opportunistic in identifying acquisition
candidates that can provide category leading product offerings to be sold through our existing distribution channels or introduce new distribution channels for our existing products. We believe that our acquisition expertise uniquely positions us to
take advantage of future opportunities to acquire complementary businesses or brands. The primary characteristics we look for in acquisition candidates are leading market shares in niche markets, strong cash flow, committed operating management,
strong brands and attractive valuation.

Proprietary and Patented Technology.
The Company has over one hundred active brands that in the aggregate are important to the success of our business. The Companys most significant registered trademarks are Berkeley®,
Coleman®, Campingaz®, FoodSaver®, Holmes®, K2®, Mr. Coffee®, Oster®,
Rawlings® and Sunbeam®. Additionally, we believe that we have proprietary expertise in the design, development and manufacture of
certain of our products supported by patented technology that provide us a competitive advantage and enable us to maintain our market leading positions.

Proven and Incentivized Management Team. Our management team has a proven track record of successful management with positive operating results. Our executive corporate management team is led by Martin E.
Franklin, our Chairman and Chief Executive Officer, Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and James E. Lillie, our President and Chief Operating Officer. Our primary operating segments are led by executives with extensive
experience in the branded consumer products markets.



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Business Strategy

Our objective is to increase profitability, cash flow and revenue while enhancing our position as a leading manufacturer, marketer and distributor of branded consumer products used in and around the home and
home away from home. Our strategy for achieving these objectives includes the following key elements:

Further Penetrate
Existing Distribution Channels. We seek to further penetrate existing distribution channels to drive organic growth by leveraging our strong existing customer relationships and attracting new customers. We intend to further penetrate existing
customers by continuing to:



| |  |  | provide quality products;
| | - |  | -------------------------



| |  |  | fulfill logistical requirements and volume demands efficiently and consistently;
| | - |  | --------------------------------------------------------------------------------



| |  |  | provide comprehensive product support from design to after-market customer service;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | cross-sell our brands across various business segments to our extensive combined customer bases;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | leverage strong established European, Latin American and Pacific Rim distribution channels; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | establish new distribution channels through our subsidiaries in China and India.
| | - |  | --------------------------------------------------------------------------------

The integration of our 2007 acquisitions has led to cross-selling opportunities such as
Coleman® branded accessories for the fishing channel and common licensing agreements, such as the Jarden-wide NFL® license for
various products ranging from playing cards to coolers to slow cookers and a variety of associated team logoed tailgating-related products. We intend to attract new customers through our portfolio of leading brands, innovative products and superior
customer service.

Introduce New Products. To drive organic growth from our
existing businesses, we intend to continue to leverage our strong brand names, customer relationships and proven capacity for innovation to develop new products and product extensions in each of our major product categories. For example, during
2008, we successfully launched the second generation of the Margaritaville® frozen concoction maker, the skybar wine dispensing and storage system and a full line of LED Coleman® flashlights. During 2007, Coleman introduced TransmitSeries life vests with a unique
built-in two way radio, premium coolers with Optimaxxinsulation, a new Exponent®
Pack-Away® lantern that is the most compact and brightest LED light in the market, a lighted tent with a hinged door and a new line of Roadtrip® grills. Other 2008 outdoor recreation innovations include the next generation of Gulp!® fish bait and the Völkl® Tigershark adjustable high performance ski. In 2008 we also expanded under the First Alert® brand our Tundra® fire extinguishing spray that we believe is more effective and easier to use than traditional fire extinguishers on the most common types of fires. At the end of 2008 Tundra was sold through over 17,000 retail
locations, compared to approximately 9,500 retail locations at the end of 2007.

Further Expand Internationally. We derived
approximately 32% and 31% of our consolidated sales in 2008 and 2007, respectively, from international markets. We intend to expand our international sales primarily by leveraging these distribution channel opportunities across product lines and by
pursuing strategic cross-selling or co-branding in our foreign businesses with established complementary distribution channels. We believe our strong international distribution network will continue to assist us in placing more products into foreign
channels and increase the rate at which our products assimilate themselves into homes in the European, Pacific Rim and Latin American markets.

Pursue Strategic Acquisitions. We did not complete any acquisitions in 2008 and have no plans for any major acquisitions in 2009. However, we anticipate that the fragmented nature of the consumer products market will continue to
provide opportunities for growth through strategic acquisitions of complementary businesses. Our acquisition strategy will continue to focus on businesses or brands with product offerings that provide expansion into related categories and can be
marketed through our existing distribution channels or provide us with new distribution channels for our existing products, thereby increasing marketing and distribution



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efficiencies. Furthermore, we seek acquisition candidates that demonstrate a combination of attractive margins, strong cash flow characteristics, category
leading positions and products that generate recurring revenue. We anticipate that any future acquisitions will be financed through a combination of cash on hand, operating cash flow, availability under our existing credit facilities and new capital
market offerings.

Focus on Operating Margin Improvements. We intend to continue to focus on driving improvements in operating
margins through operating efficiencies and the realization of synergies from our acquisitions. We continue to facilitate the integration of our businesses and the transfer of best practices throughout each of our operating units. We use our scale to
improve supply chain, distribution and production costs as well as continuing to emphasize the increased utilization of our Asian manufacturing facilities.

Environmental Matters

Our operations are subject to federal, state and local environmental and health and safety laws and
regulations, including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of
materials and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations. Further, the cost of maintaining compliance has not, and we believe, in the future, will not, have a
material adverse effect on our business, consolidated results of operations and consolidated financial condition. Due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot
predict with any certainty that future material capital or operating expenditures will not be required in order to comply with applicable environmental laws and regulations.

In addition to operational standards, environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for
the cost of such remediation, often upon parties that did not actually cause the contamination. We have attempted to limit our exposure to such liabilities through contractual indemnities and other mechanisms. We do not believe that any of our
existing remediation obligations, including those at third-party sites where we have been named a potentially responsible party, will have a material adverse effect upon our business, consolidated results of operations or consolidated financial
condition.

Employees

As of
December 31, 2008, we employed over 20,000 people in Canada, Europe, Latin America, the Pacific Rim (including China) and the United States. As of December 31, 2008, our Chinese operations employed approximately 8,360 people on both a full
time and temporary basis. Approximately 300 union workers are covered by four collective bargaining agreements at four of our U.S. facilities. These agreements expire at our jar closure facility (Muncie, Indiana) in October 2009, at our kitchen
match manufacturing facility (Cloquet, Minnesota) in February 2011, at our metals facility (Greeneville, Tennessee) in October 2011 and at our conductive fiber plant (Enka, North Carolina) in September 2010. Additionally, approximately 130 employees
at our Legutiano, Spain manufacturing facility, approximately 205 employees at our Lyon, France facility and approximately 720 employees at our Latin America facilities are unionized.

We have not experienced a work stoppage during the past five years except for brief stoppages in 2004 and 2008 in Lyon, France in connection with our
restructurings at that location. Management believes that our relationships with our employees and collective bargaining unions are satisfactory.

Research and Development

Research and development costs are expensed as incurred in connection with our internal programs
for the development of products and processes.



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Website Access Disclosure

Our internet website address ishttp://www.jarden.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all
amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the proxy statement for our annual meeting of stockholders, as soon as reasonably practicable after such material is
electronically filed with or furnished to the Securities and Exchange Commission. In addition, information concerning purchases and sales of our equity securities by our executive officers and directors is posted on our website, by the end of the
business day after filing.

Our website also includes the following corporate governance materials, at the tab Governance: our
Business Conduct and Ethics Policy; our Board of Directors Governance Principles and Code of Conduct Policy; our Insider Trading Policy; our Management and Board of Directors; our Committee Composition; our Insider Transactions; and the charters of
our Board committees. These corporate governance materials are also available in print upon request by any stockholder to our Investor Relations department at our corporate headquarters.

Information on our website does not constitute part of this annual report on Form 10-K.

In addition to the information included in this Item 1, see Item 7 (Managements Discussion and Analysis of Financial Condition and
Results of Operations) and Item 8, Note 1 (Business and Significant Accounting Policies) and Note 17 (Segment Information) for financial and other information concerning our business segments and geographic areas.

Our executive corporate headquarters is located at 555 Theodore Fremd Avenue, Rye, NY 10580, and our telephone number is (914) 967-9400.



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

The ownership of our common stock
involves a number of risks and uncertainties. Potential investors should carefully consider the risks and uncertainties described below and the other information in this Form 10-K and Annual Report before deciding whether to invest in our
securities. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The risks described below are not the only ones facing us. Additional risks that are currently unknown to us or that
we currently consider to be immaterial may also impair our business or adversely affect our financial condition or results of operations.

Risks
Relating to our Business

We are subject to risks related to our dependence on the strength of retail economies in various parts of the world and our
performance may be affected by general economic conditions and the current global financial crisis.

The Companys business
depends on the strength of the retail economies in various parts of the world, primarily in North America and to a lesser extent Asia, Central and South America and Europe, which have recently deteriorated significantly and may remain depressed, or
be subject to further deterioration, for the foreseeable future. These retail economies are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general economic conditions
and specific events such as natural disasters, terrorist attacks and political unrest. The impact of these external factors is difficult to predict, and one or more of the factors could adversely impact our business, results of operations and
financial condition.

Purchases of many consumer products are discretionary and tend to be highly correlated with the cycles of the levels
of disposable income of consumers. As a result, any substantial deterioration in general economic conditions could adversely affect consumer spending patterns, our sales and our results of operations. In



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particular, decreased consumer confidence or a reduction in discretionary income as a result of unfavorable macroeconomic conditions may negatively affect
our business. If the current macroeconomic environment persists or worsens, consumers may reduce or delay their purchases of our products. Any such reduction in purchases could have a material adverse effect on our business, financial condition and
results of operations.

Changes in the retail industry and markets for consumer products affecting our customers or retailing practices could negatively
impact existing customer relationships and our results of operations.

We sell our Outdoor Solutions, Consumer Solutions and Branded
Consumables products to retailers, including club, department store, drug, grocery, mass merchant, sporting goods and specialty retailers, as well as direct to consumers. A significant deterioration in the financial condition of our major customers
could have a material adverse effect on our sales and profitability. We regularly monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing by a key customer
could have a material adverse effect on our business, results of operations and financial condition.

In addition, as a result of the
desire of retailers to more closely manage inventory levels, there is a growing trend among retailers to make purchases on a just-in-time basis. This requires us to shorten our lead time for production in certain cases and more closely
anticipate demand, which could in the future require us to carry additional inventories.

We may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on access to and time on shelf space, use of private label brands, price demands and other conditions, which could negatively impact our results of operations.

There is a growing trend among retailers in the U.S. and in foreign markets to undergo changes that could decrease the number of stores that carry our
products or increase the concentration of ownership within the retail industry, including:



| |  |  | consolidating their operations;
| | - |  | -------------------------------



| |  |  | undergoing restructurings or store closings;
| | - |  | --------------------------------------------



| |  |  | undergoing reorganizations; or
| | - |  | ------------------------------



| |  |  | realigning their affiliations.
| | - |  | ------------------------------

These consolidations could result in a shift of bargaining power to the retail industry and in fewer outlets for our products. Further consolidations could result in price and other competition that could reduce our margins and our net
sales.

Our sales are highly dependent on purchases from several large customers and any significant decline in these purchases or pressure from these
customers to reduce prices could have a negative effect on our future financial performance.

Due to consolidation in the U.S. retail
industry, our customer base has become relatively concentrated. In 2008, one customer accounted for approximately 19% of our consolidated net sales.

Although we have long-established relationships with many of our customers, we do not have any long-term supply or binding contracts or guarantees of minimum purchases. Purchases by our customers are generally made
using individual purchase orders. As a result, these customers may cancel their orders, change purchase quantities from forecast volumes, or delay purchases for a number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse effect on our business, results of operations and financial condition. In addition, because many of our costs are fixed, a reduction in customer demand could have an
adverse effect on our gross profit margins and operating income.



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We depend on a continuous flow of new orders from our large, high-volume retail customers; however, we
may be unable to continually meet the needs of our customers. Furthermore, on-time delivery and satisfactory customer service are becoming increasingly important to our customers. Retailers are increasing their demands on suppliers to:



| |  |  | reduce lead times for product delivery, which may require us to increase inventories and could impact the timing of reported sales;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | improve customer service, such as with direct import programs, whereby product is supplied directly to retailers from third party suppliers; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adopt new technologies related to inventory management such as Radio Frequency Identification, otherwise known as RFID, technology, which may have substantial
implementation costs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot provide any assurance that we can continue to successfully meet the needs of our
customers. A substantial decrease in sales to any of our major customers could have a material adverse effect on our business, results of operations and financial condition.

Our failure to generate sufficient cash to meet our liquidity needs may affect our ability to service our indebtedness and grow our business.

Our ability to make payments on and to refinance our indebtedness, including our notes and amounts borrowed under our senior credit facility, and to fund
planned capital expenditures and expansion efforts and strategic acquisitions we may make in the future, if any, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial,
competitive and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our senior credit facility, will be adequate to meet future liquidity needs for at least the next twelve months. However, we cannot assure you that our business will generate
sufficient cash flow from operations in the future, that our currently anticipated growth in revenues and cash flow will be realized on schedule or that future borrowings will be available to us under our senior credit facility in an amount
sufficient to enable us to service indebtedness, including the debt securities, grow our business or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including our notes and our senior credit facility, on
or before maturity. We cannot assure you that we will be able to do so on commercially reasonable terms or at all, which could have a material adverse effect on our business.

Our indebtedness imposes constraints and requirements on our business and financial performance, and our compliance and performance in relationship to these could materially adversely affect our financial condition
and operations.

We have a significant amount of indebtedness. As of December 31, 2008, we had total debt of approximately $2.9
billion. Our significant indebtedness could:



| |  |  | increase our vulnerability to general adverse economic and industry conditions;
| | - |  | -------------------------------------------------------------------------------



| |  |  | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to
fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | adversely affect our ability to expand our business, market our products and make investments and capital expenditures;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | adversely affect our ability to pursue our acquisition strategy;
| | - |  | ----------------------------------------------------------------



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| |  |  | place us at a competitive disadvantage compared to our competitors that have less debt; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | limit, among other things, our ability to borrow additional funds.
| | - |  | ------------------------------------------------------------------

The terms of our senior credit facility and the indenture governing our 71/2% senior subordinated notes due 2017, which we refer to as our notes, allow us to issue and incur additional debt upon satisfaction
of certain conditions. We anticipate that any future acquisitions we pursue as part of our growth strategy or potential stock repurchase programs may be financed through a combination of cash on hand, operating cash flow, availability under our
existing credit facilities and new capital market offerings. If new debt is added to current debt levels, the related risks described above could increase.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our revolving portion of our senior credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate
indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows would decrease.

Our senior credit
facility and the indenture related to our notes contain various covenants which limit our managements discretion in the operation of our business and the failure to comply with such convents could have a material adverse effect on our
business, financial condition and results of operations.

Our senior credit facility and the indenture related to our notes contain
various provisions that limit our managements discretion by restricting our and our subsidiaries ability to, among other things:



| |  |  | incur additional indebtedness;
| | - |  | ------------------------------



| |  |  | pay dividends or distributions on, or redeem or repurchase, capital stock;
| | - |  | --------------------------------------------------------------------------



| |  |  | make investments;
| | - |  | -----------------



| |  |  | engage in transactions with affiliates;
| | - |  | ---------------------------------------



| |  |  | incur liens;
| | - |  | ------------



| |  |  | transfer or sell assets; and
| | - |  | ----------------------------



| |  |  | consolidate, merge or transfer all or substantially all of our assets.
| | - |  | ----------------------------------------------------------------------

In addition, our senior credit facility requires us to meet certain financial ratios and other covenants. Any failure to comply with the restrictions of
our senior credit facility and the indenture related to our notes or any other subsequent financing agreements may result in an event of default. An event of default may allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders may be able to terminate any commitments they had made to supply us with further funds. Furthermore, substantially all of our
domestic assets (including equity interests) are pledged to secure our indebtedness under our senior credit facility. If we default on the financial covenants in our senior credit facility, our lenders could foreclose on their security interest in
such assets, which would have a material adverse effect on our business, results of operations and financial condition.

The current credit crisis may
impede our ability to successfully access capital markets and ensure adequate liquidity.

The global credit markets have been
experiencing significant disruption and volatility in recent months as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated
credit market and failure of certain major financial



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institutions. As a result, in some cases, the ability or willingness of traditional sources of capital to provide financing has been reduced. Such market
disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. If we are not able to access debt capital markets at competitive rates, our ability to implement our business plan and strategy will be
negatively affected. In particular, our account receivable securitization facility matures on July 13, 2009. If we are unable to refinance or replace this facility, our ability to manage our liquidity needs could be impaired which could result
in a material adverse effect on our business, financial condition and results of operation.

Our lenders may have suffered losses related to the
weakening economy and may not be able to fund our borrowings.

Our lenders, including the lenders participating in our senior credit
facility, may have suffered losses related to their lending and other financial relationships, especially because of the general weakening of the national economy and increased financial instability of many borrowers. As a result, lenders may become
insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our credit facility or to obtain other financing on favorable terms or at all. Our financial condition and results of operations could be
adversely affected if we were unable to draw funds under our credit facility because of a lender default or to obtain other cost-effective financing.

If we fail to develop new or expand existing customer relationships, our ability to grow our business will be impaired.

Our growth depends to a significant degree upon our ability to develop new customer relationships and to expand existing relationships with current customers. We cannot guarantee that new customers will be found, that any such new
relationships will be successful when they are in place, or that business with current customers will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and
financial condition.

Our operating results can be adversely affected by changes in the cost or availability of raw materials.

Pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business, results of operations and financial condition.

During periods
of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale
prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of operations and financial condition.

Some of the products we manufacture require particular types of glass, metal, paper, plastic, wax, wood or other materials. Supply shortages for a
particular type of material can delay production or cause increases in the cost of manufacturing our products. This could have a material adverse effect on our business, results of operations and financial condition.

With the growing trend towards consolidation among suppliers of many of our raw materials, especially resin, glass and steel, we are increasingly
dependent upon key suppliers whose bargaining strength is growing. In addition, many of those suppliers have been reducing production capacity of those raw materials in the North American market. We may be negatively affected by changes in
availability and pricing of raw materials resulting from this consolidation and reduced capacity, which could negatively impact our results of operations.



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Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.

Sales of certain of our products are seasonal. Sales of our outdoor camping equipment, fishing equipment and sporting goods equipment products increase
during warm weather months and decrease during winter, while sales of our skis, snowboards and snowshoes increase during the cold weather months and decrease during summer. Additionally, sales of our Branded Consumables products generally reflect
the season, with sales of our home improvement products concentrated in the spring and summer months and sales of our firelogs and firestarters concentrated in the fall and winter months. Sales of our Consumer Solutions products generally are
strongest in the fourth quarter preceding the holiday season.

Weather conditions may also negatively impact sales. For instance, fewer
than anticipated natural disasters (i.e., hurricanes and ice storms) could negatively affect the sale of certain outdoor recreation products; mild winter weather may negatively impact sales of our winter sports products, firelogs and firestarters,
and certain personal care and wellness products; and the late arrival of summer weather may negatively impact sales of outdoor camping equipment, fishing equipment, sporting goods and water sports products. These factors could have a material
adverse effect on our business, results of operations and financial condition.

If we cannot continue to develop new products in a timely manner, and at
favorable margins, we may not be able to compete effectively.

We believe that our future success will depend, in part, upon our
ability to continue to introduce innovative design extensions for our existing products and to develop, manufacture and market new products. We cannot assure you that we will be successful in the introduction, manufacturing and marketing of any new
products or product innovations, or develop and introduce, in a timely manner, innovations to our existing products that satisfy customer needs or achieve market acceptance. Our failure to develop new products and introduce them successfully and in
a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.

Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.

We operate in some highly competitive industries. In these industries, we compete against numerous other domestic and foreign companies.
Competition in the markets in which we operate is based primarily on product quality, product innovation, price and customer service and support, although the degree and nature of such competition vary by location and product line. We also face
competition from the manufacturing operations of some of our current and potential customers with private label or captive house brands.

Some of our competitors are more established in their industries and have substantially greater revenue or resources than we do. Our competitors may take actions to match new product introductions and other initiatives. Since many of our
competitors source their products from third parties, our ability to obtain a cost advantage through sourcing is reduced. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Further,
retailers often demand that suppliers reduce their prices on existing products. Competition could cause price reductions, reduced profits or losses or loss of market share, any of which could have a material adverse effect on our business, results
of operations and financial condition.

To compete effectively in the future in the consumer products industry, among other things, we
must:



| |  |  | maintain strict quality standards;
| | - |  | ----------------------------------



| |  |  | develop new products that appeal to consumers; and
| | - |  | --------------------------------------------------



| |  |  | deliver products on a reliable basis at competitive prices.
| | - |  | -----------------------------------------------------------

Our inability to do any of these things could have a material adverse effect on our business, results of operations and financial condition.



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We are subject to risks related to acquisitions, and our failure to successfully integrate acquired businesses could
have a material adverse effect on our business and results of operations.

We have achieved growth through the acquisition of both
relatively large and small companies. There can be no assurance that we will continue to be able to integrate successfully these businesses or future acquisitions, into our existing business without substantial costs, delays or other operational or
financial difficulties. There is also no assurance that we will be able to successfully leverage synergies among our businesses to increase sales and obtain cost savings. Additionally, the failure of these businesses to achieve expected results,
diversion of our managements attention and failure to retain key personnel at these businesses could have a material adverse effect on our business, results of operations and financial condition.

We anticipate that any future acquisitions we pursue as part of our business strategy may be financed through a combination of cash on hand, operating
cash flow, availability under our senior credit facility and new capital market offerings. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt
or liabilities could impose additional constraints and requirements on our business and financial performance, which could materially adversely affect our financial condition and operations.

Failure to successfully implement our reorganization and acquisition-related projects timely and economically could materially increase our costs and impair our
results of operations.

We are in the process of significant reorganization and acquisition-related projects. There can be no assurance
that these projects can be completed on time or within our projected costs. Furthermore, these projects will result in an increased reliance on sourced finished goods from third parties, particularly international vendors. Our failure to implement
these projects economically and successfully could have a material adverse effect on our business, financial condition and results of operations.

We
are subject to several production-related risks which could jeopardize our ability to realize anticipated sales and profits.

In order
to realize sales and operating profits at anticipated levels, we must manufacture or source and deliver in a timely manner products of high quality. Among others, the following factors can have a negative effect on our ability to do these things:



| |  |  | labor difficulties;
| | - |  | -------------------



| |  |  | scheduling and transportation difficulties;
| | - |  | -------------------------------------------



| |  |  | management dislocation;
| | - |  | -----------------------



| |  |  | substandard product quality, which can result in higher warranty, product liability and product recall costs;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | delays in development of quality new products;
| | - |  | ----------------------------------------------



| |  |  | changes in laws and regulations, including changes in tax rates, accounting standards, and environmental, safety and occupational laws;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | health and safety laws and regulations; and
| | - |  | -------------------------------------------



| |  |  | changes in the availability and costs of labor.
| | - |  | -----------------------------------------------

Any adverse change in the above-listed factors could have a material adverse effect on our business, results of operations and financial condition.



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Because we manufacture or source a significant portion of our products from Asia, our production lead
times are relatively long. Therefore, we often commit to production in advance of firm customer orders. If we fail to forecast customer or consumer demand accurately we may encounter difficulties in filling customer orders or in liquidating excess
inventories, or may find that customers are canceling orders or returning products. Additionally, changes in retailer inventory management strategies could make inventory management more difficult. Any of these results could have a material adverse
effect on our business, results of operations and financial condition.

Our operations are dependent upon third-party suppliers whose failure to perform
adequately could disrupt our business operations.

We currently source a significant portion of parts and products from third parties.
Our ability to select and retain reliable vendors who provide timely deliveries of quality parts and products will impact our success in meeting customer demand for timely delivery of quality products. We typically do not enter into long-term
contracts with our primary vendors and suppliers. Instead, most parts and products are supplied on a purchase order basis. As a result, we may be subject to unexpected changes in pricing or supply of products. In addition, the current
credit crisis and turbulent macroeconomic environment may affect the liquidity and financial condition of our suppliers. Should any of these parties fail to manufacture sufficient supply, go out of business or discontinue a particular component, we
may not be able to find alternative suppliers in a timely manner, if at all. Any inability of our suppliers to timely deliver quality parts and products or any unanticipated change in supply, quality or pricing of products could be disruptive and
costly to us.

Our reliance on manufacturing facilities and suppliers in Asia could make us vulnerable to supply interruptions related to the political,
legal and cultural environment in Asia.

A significant portion of our products are manufactured by third-party suppliers in Asia,
primarily the Peoples Republic of China, or at our own facilities in southern China. Our ability to continue to select reliable vendors who provide timely deliveries of quality parts and products will impact our success in meeting customer
demand for timely delivery of quality products. Furthermore, the ability of our own facilities to timely deliver finished goods, and the ability of third-party suppliers to timely deliver finished goods and/or raw materials, may be affected by
events beyond their control, such as inability of shippers to timely deliver merchandise due to work stoppages or slowdowns, or significant weather and health conditions (such as SARS) affecting manufacturers and/or shippers. Any adverse change in,
among other things, any of the following could have a material adverse effect on our business, results of operations and financial condition:



| |  |  | our relationship with third-party suppliers;
| | - |  | --------------------------------------------



| |  |  | the financial condition of third-party suppliers;
| | - |  | -------------------------------------------------



| |  |  | our ability to import products from these third-party suppliers or our own facilities; or
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | third-party suppliers ability to manufacture and deliver outsourced products on a timely basis.
| | - |  | ------------------------------------------------------------------------------------------------

We cannot assure you that we could quickly or effectively replace any of our suppliers if the need arose, and we cannot assure you that we could retrieve
tooling and molds possessed by any of our third-party suppliers. Our dependence on these few suppliers could also adversely affect our ability to react quickly and effectively to changes in the market for our products. In addition, international
manufacturing is subject to significant risks, including, among other things:



| |  |  | labor unrest;
| | - |  | -------------



| |  |  | social, political and economic instability;
| | - |  | -------------------------------------------



| |  |  | restrictions on transfer of funds;
| | - |  | ----------------------------------



| |  |  | domestic and international customs and tariffs;
| | - |  | -----------------------------------------------



| |  |  | unexpected changes in regulatory environments; and
| | - |  | --------------------------------------------------



| |  |  | potentially adverse tax consequences.
| | - |  | -------------------------------------



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Labor in China has historically been readily available at relatively low cost as compared to labor costs
in North America. China has experienced rapid social, political and economic change in recent years. We cannot assure you that labor will continue to be available to us in China at costs consistent with historical levels or that changes in labor or
other laws will not be enacted which would have a material adverse effect on our operations in China. A substantial increase in labor costs in China could have a material adverse effect on our business, results of operations and financial condition.
Although China currently enjoys most favored nation trading status with the United States, the U.S. government has in the past proposed to revoke such status and to impose higher tariffs on products imported from China. We cannot assure
you that our business will not be affected by the aforementioned risks, each of which could have a material adverse effect on our business, results of operations and financial condition.

Changes in foreign, cultural, political and financial market conditions could impair our international operations and financial performance.

Some of our operations are conducted or products are sold in countries where economic growth has slowed, such as Japan; or where economies have suffered
economic, social and/or political instability or hyperinflation or where the ability to repatriate funds has been delayed or impaired in recent years, such as Mexico and Venezuela. The economies of other foreign countries important to our
operations, including other countries in Europe, Latin America and Asia, could also suffer slower economic growth or economic, social and/or political instability in the future. International operations, including manufacturing and sourcing
operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things:



| |  |  | new restrictions on access to markets;
| | - |  | --------------------------------------



| |  |  | lack of developed infrastructure;
| | - |  | ---------------------------------



| |  |  | inflation or recession;
| | - |  | -----------------------



| |  |  | fluctuations in the value of currencies;
| | - |  | ----------------------------------------



| |  |  | changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and
occupational health and safety laws;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | social, political or economic instability;
| | - |  | ------------------------------------------



| |  |  | acts of war and terrorism;
| | - |  | --------------------------



| |  |  | natural disasters or other crises;
| | - |  | ----------------------------------



| |  |  | reduced protection of intellectual property rights in some countries;
| | - |  | ---------------------------------------------------------------------



| |  |  | increases in duties and taxation; and
| | - |  | -------------------------------------



| |  |  | restrictions on transfer of funds and/or exchange of currencies; and other adverse changes in policies, including monetary, tax and/or lending policies, encouraging
foreign investment or foreign trade by our host countries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Should any of these risks occur, our ability to export our
products or repatriate profits could be impaired and we could experience a loss of sales and profitability from our international operations.

Currency
fluctuations may significantly increase our expenses and affect our results of operations, especially where the currency is subject to intense political and other environmental pressure, such as in the case of the Venezuelan Bolivar and the Chinese
Renminbi.

While we transact business predominantly in U.S. dollars and most of our revenues are collected in U.S. dollars, a
substantial portion of our costs, such as payroll, rent and indirect operational costs, are denominated in other currencies, such as the British Pound, Chinese Renminbi, European Euro, Japanese Yen, Mexican Peso,



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and Venezuelan Bolivar. Changes in the relation of these and other currencies to the U.S. dollar will affect our sales and profitability and could result in
exchange losses. For example, a devaluation of the Venezuelan Bolivar would impact the carrying value of our assets in Venezuela and our results of operations because the earnings and assets of our Venezuelan operations would be reduced when
translated into U.S. dollars. A stronger Mexican Peso would mean our products assembled or produced in Mexico would be more expensive to import into the U.S. or other countries, thereby reducing profitability of those products. Likewise, if the
government of China allowed the Chinese Renminbi to rise substantially versus the U.S. dollar, the cost of our products produced in China would rise.

Additionally, as the Company has substantial operations and assets located outside the United States, foreign operations expose us to foreign currency fluctuations that could have a material adverse impact on our
business, results of operations and financial condition based on the movements of the applicable foreign currency exchange rates in relation to the U.S. Dollar, both for purposes of actual conversion and financial reporting purposes. The impact
of future exchange rate fluctuations on our results of operations cannot be accurately predicted. There can be no assurance that the U.S. dollar foreign exchange rates will be stable in the future or that fluctuations in financial markets will not
have a material adverse effect on our business, results of operations and financial condition.

If we experience revenue declines and decreased
profitability, we may incur future impairment charges that could have a material effect on our results of operations.

Our revenue
growth and profitability are dependent on our ability to introduce new products and maintain market share. Several factors also impact our profitability which are discussed in this section. If declines in revenues and profitability prevent us from
achieving our earnings projections, we may incur impairment charges related to goodwill or indefinite lived intangible assets, or both.

Our business,
results of operations and financial condition could be materially adversely affected by the loss of our executive officers and the inability to attract and retain appropriately qualified replacements or the diversion of our Chief Executive
Officers time and energy to permitted outside interests, including with respect to his obligations to a special purpose acquisition company.

We are highly dependent on the continuing efforts of our executive officers, particularly Martin E. Franklin, our Chairman and Chief Executive Officer, Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer,
and James E. Lillie, our President and Chief Operating Officer. We believe these officers experience in the branded consumer products industry and our business, and with strategic acquisitions of complementary businesses within our primary
business segments, has been important to our historical growth and is important to our future growth strategy. We currently have employment agreements with all of these executive officers. However, we cannot assure you that we will be able to retain
any of these executive officers. Our business, results of operations and financial condition could be materially adversely affected by the loss of any of these executive officers and the inability to attract and retain appropriately qualified
replacements. We do not maintain key man insurance on any of our executive officers.

Messrs. Franklin and Ashken have other
interests and engage in other activities beyond their positions at Jarden (something they are permitted to do under the terms of their respective employment agreements with us provided such other activities do not interfere with their duties as an
executive of Jarden or directly compete with us). In particular, Mr. Franklin is chairman of the board of directors of Liberty Acquisition Holdings Corp. (Liberty), a special purpose acquisition company (SPAC) formed to
acquire one or more operating businesses with principal business operations in North America within 30-36 months of becoming a public company. Marlin Equities II, LLC, an investment vehicle majority owned by its managing member, Mr. Franklin,
and Mr. Ashken, the other principal member, is one of the principal stockholders of Liberty. Libertys registration statement on Form S-1 previously filed with the Commission in late 2007 was declared effective by the Commission on
December 6, 2007. Liberty consummated its initial public offering on December 12, 2007,



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but has not announced any specific merger, acquisition, or other strategic transaction under consideration. Mr. Franklin is also chairman of the board
of directors of Liberty Acquisition Holdings (International) Company (LIAC), a SPAC formed to acquire one or more operating businesses with principal business operations outside of North America within 24 months of becoming a public
company. Marlin Equities IV, LLC, an investment vehicle majority owned by its managing member, Mr. Franklin, and Mr. Ashken, the other principal member, is one of the principal stockholders of LIAC. LIAC consummated its initial public
offering on February 13, 2008, but has not announced any specific merger, acquisition, or other strategic transaction under consideration. Liberty and LIACs operations will be dependent upon a relatively small group of key officers and
directors, including Mr. Franklin, at least until Liberty and LIAC have each consummated a business combination. Because Mr. Franklin will have an obligation to assist Liberty and LIAC in actively sourcing and acquiring target businesses,
he will be required to spend time and energy (such time and energy may be potentially significant) that he might otherwise devote to Jarden on behalf of another enterprise, which could have an adverse impact on our business. Mr. Franklin has
maintained outside business interests, including another SPAC investment, since becoming our Chairman and Chief Executive Officer in 2001. None of these outside business interests conflict with his duties to Jarden.

Mr. Franklin has committed to our Board of Directors that Liberty and LIAC will be seeking transactions outside of those that fit within
Jardens publicly announced acquisition criteria and that Liberty and LIAC will not interfere with Mr. Franklins or Mr. Ashkens obligations to Jarden. Mr. Franklin also committed to the Board of Directors that in
order to avoid the potential for a conflict, prior to Liberty or LIAC pursuing any acquisition transaction that Jarden might consider, Mr. Franklin would first confirm with an independent committee of our Board of Directors that Jarden was not
interested in pursuing the potential acquisition opportunity. If the independent committee concludes that Jarden was interested in that opportunity, Liberty or LIAC would not continue with that transaction. However, we cannot assure you that Liberty
or LIAC will not choose to pursue transactions that Jarden would have considered. If Liberty or LIAC pursues transactions that Jarden would have considered, this could negatively impact Jardens growth from future acquisitions.

A deterioration of relations with our labor unions could have a material adverse effect on our business, financial condition and results of operations.

Approximately 300 union workers are covered by four collective bargaining agreements at four of our U.S. facilities. These agreements
expire at our jar closure facility (Muncie, Indiana) in October 2009, at our kitchen match manufacturing facility (Cloquet, Minnesota) in February 2011, at our metals facility (Greeneville, Tennessee) in October 2011, and at our conductive fiber
plant (Enka, North Carolina) in September 2010. Additionally, approximately 130 employees at our Legutiano, Spain manufacturing facility, approximately 205 employees at our Lyon, France facility and approximately 720 employees at our Latin America
facilities are unionized.

We have not experienced a work stoppage during the past five years except for brief work stoppages in 2004 and
2008 in Lyon, France in conjunction with our restructurings and pay rates at that location. However, we cannot assure you that there will not be a work stoppage in the future. Any such work stoppage could have a material adverse effect on our
business, financial condition and results of operations.

Our business involves the potential for product recalls, product liability and other claims
against us, which could affect our earnings and financial condition.

As a manufacturer and distributor of consumer products, we are
subject to the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission to exclude from the market products that are found to be unsafe or hazardous. Under certain circumstances, the Consumer Products Safety Commission
could require us to repurchase or recall one or more of our products. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which we sell our products, and more restrictive laws and
regulations may be adopted in the future. Any repurchase or recall of our products could be



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costly to us and could damage our reputation. If we were required to remove, or we voluntarily removed, our products from the market, our reputation could be
tarnished and we might have large quantities of finished products that we could not sell.

We also face exposure to product liability
claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects. Although we maintain product liability insurance in amounts that we believe are reasonable, we cannot assure you
that we will be able to maintain such insurance on acceptable terms, if at all, in the future or that product liability claims will not exceed the amount of insurance coverage. Additionally, we do not maintain product recall insurance. As a result,
product recalls or product liability claims could have a material adverse effect on our business, results of operations and financial condition.

In addition, we face potential exposure to unusual or significant litigation arising out of alleged defects in our products or otherwise. We spend substantial resources ensuring compliance with governmental and other applicable standards.
However, compliance with these standards does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. We do not maintain insurance against many types of claims involving alleged defects in our
products that do not involve personal injury or property damage. As a result, these types of claims could have a material adverse effect on our business, results of operations and financial condition.

Our product liability insurance program is an occurrence-based program based on our current and historical claims experience and the availability and
cost of insurance. We currently either self insure or administer a high retention insurance program for product liability risks. Historically, product liability awards have rarely exceeded our individual per occurrence self-insured retention. We
cannot assure you, however, that our future product liability experience will be consistent with our past experience.

See Note 11
(Commitments and Contingencies) of the notes to our consolidated financial statements for a further discussion of these and other regulatory and litigation-related matters.

If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours, which could adversely affect our market share and results of operations.

Our success with our proprietary products depends, in part, on our ability to protect our current and future technologies and products
and to defend our intellectual property rights. If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours. Our principal intellectual property rights include our trademarks.

We also hold numerous design and utility patents covering a wide variety of products. We cannot be sure that we will receive patents for
any of our patent applications or that any existing or future patents that we receive or license will provide competitive advantages for our products. We also cannot be sure that competitors will not challenge, invalidate or avoid the application of
any existing or future patents that we receive or license. In addition, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our products.

Our results could be adversely affected if the cost of compliance with environmental, health and safety laws and regulations becomes too burdensome.

Our operations are subject to federal, state and local environmental, health and safety laws and regulations, including those that impose workplace
standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous
wastes. We believe that we are in material compliance with such laws and regulations and that the cost of maintaining compliance will not have a material adverse



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effect on our business, results of operations or financial condition. However, due to the nature of our operations and the frequently changing nature of
environmental compliance standards and technology, we cannot assure you that future material capital expenditures will not be required in order to comply with applicable environmental, health and safety laws and regulations.

We may be subject to environmental and other regulations due to our production and marketing of products in certain states and countries. We also face
increasing complexity in our product design and procurement operations as we adjust to new requirements relating to the materials composition of our products. The European Union (EU) issued two directives, currently in effect, relating
to chemical substances in electronic products. The Waste Electrical and Electronic Equipment Directive requires producers of electrical goods to pay for specified collection, recycling, treatment and disposal of past and future covered products (the
WEEE Legislation). The EU has issued another directive that requires electrical and electronic equipment placed on the EU market after July 1, 2006 to be free of lead, mercury, cadmium, hexavalent chromium (above a threshold limit)
and brominated flame retardants (the RoHS Legislation). If we do not comply with these directives, we may suffer a loss of revenue, be unable to sell in certain markets and/or countries, be subject to penalties and enforced fees and/or
suffer a competitive disadvantage. Similar legislation could be enacted in other jurisdictions, including in the United States. Costs to comply with the WEEE Legislation, RoHS Legislation and/or similar future legislation, if applicable, could
include costs associated with modifying our products, recycling and other waste processing costs, legal and regulatory costs and insurance costs. We may also be required to take reserves for costs associated with compliance with these regulations.
We cannot assure you that the costs to comply with these new laws, or with current and future environmental and worker health and safety laws, will not have a material adverse effect on our business, results of operations and financial condition.

We may incur significant costs in order to comply with environmental remediation obligations.

In addition to operational standards, environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for
the cost of such remediation, often upon parties that did not actually cause the contamination. Accordingly, we may be liable, either contractually or by operation of law, for remediation costs even if the contaminated property is not presently
owned or operated by us, is a landfill or other location where we have disposed wastes, or if the contamination was caused by third parties during or prior to our ownership or operation of the property. Given the nature of the past industrial
operations conducted by us and others at these properties, there can be no assurance that all potential instances of soil or groundwater contamination have been identified, even for those properties where an environmental site assessment has been
conducted. We do not believe that any of our existing remediation obligations, including at third-party sites where we have been named a potentially responsible party, will have a material adverse effect upon our business, results of operations or
financial condition. However, future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation liabilities that may be material. See
Environmental Matters under Note 11 (Commitments and Contingencies) of the notes to our consolidated financial statements for a further discussion of these and other environmental-related matters.

Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities
and Exchange Commission (the Commission) regulations and New York Stock Exchange market rules, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying
interpretations, in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding
compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply with
evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general



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and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our
efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors audit of that assessment has
required the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. Furthermore, our board members, chief executive officer and chief financial officer
could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business. If our
efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

We may not be able to implement or operate successfully and without interruptions the operating software systems and other computer technologies that we depend on to
operate our business, which could negatively impact or disrupt our business.

We are in the process of selecting or implementing new
operating software systems within a number of our business segments and complications from these projects could cause considerable disruptions to our business. While significant testing will take place and the rollout will occur in stages, the
period of change from the old system to the new system will involve risk. Application program bugs, system conflict crashes, user error, data integrity issues, customer data conflicts and integration issues among our legacy systems all pose
potential risks.

Implementing data standards such as RFID, which our largest customers are requiring that we use, involves significant
effort across the entire organization. Any problems with or delays of this implementation could impact our ability to do business and could result in higher implementation costs and reallocation of human resources.

We rely on other companies to maintain some of our information technology infrastructure. Should they fail to perform due to events outside our control,
it could affect our service levels and threaten our ability to conduct business. In addition, natural disasters such as hurricanes may disrupt our infrastructure and our disaster recovery process may not be sufficient to protect against loss.

Additionally, our business operations are dependent on our logistical systems, which include our order management systems and our
computerized warehouse systems. Any interruption in our logistical systems could impact our ability to procure our products from our factories and suppliers, transport them to our distribution facilities, store them and deliver them to our customers
on time and in the correct amounts.



|Item 1B | Unresolved Staff Comments
|------- | -------------------------

Not Applicable.



|Item 2. | Properties
|------- | ----------

Our corporate office is located in a
leased office space in Rye, New York. In addition, at December 31, 2008, the Company and its subsidiaries lease or own facilities throughout the U.S., some of which have multiple buildings and warehouses and these U.S. facilities encompass
approximately 13.9 million square feet. We lease or own international facilities encompassing approximately 10.3 million square feet primarily in Asia, Canada, Europe and Latin America. Of the U.S. and international manufacturing and
warehouse facilities, approximately 10 million square feet of space is owned, while the remaining 14.2 million square feet of space is leased. The approximate percentage of the facility square footage used by segment is as follows: Outdoor
Solutions48%; Consumer Solutions32%; Branded Consumables18%; and Process Solutions2%.

In general, our properties
are well maintained, considered adequate and being utilized for their intended purposes. See Note 5 to our consolidated financial statements, Property, Plant and Equipment, which discloses amounts invested in land, buildings and machinery and
equipment. Also see Note 11 to our consolidated financial statements, Commitments and Contingencies which discloses the Companys operating lease commitments.



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|Item 3. | 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.

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.



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Securities and Related Litigation

On November 20, 2008, the parties reached an agreement to settle the previously reported class action lawsuits that were filed in January and
February 2006 in the United States District Court for the Southern District of New York against the Company and certain Company officers alleging violations of the federal securities laws.

The actions were filed on behalf of purchasers of the Companys common stock between June 29, 2005 (the date the Company announced the signing
of the agreement to acquire Holmes) and January 11, 2006. Joint lead plaintiffs were appointed on June 9, 2006, and filed an amended consolidated complaint on August 25, 2006 naming the Company, the Companys Consumer Solutions
segment and certain officers of the Company as defendants (collectively Defendants). The amended consolidated complaint alleged, among other things, that the plaintiffs were injured by reason of certain allegedly false and misleading
statements made by the Company relating to the expected benefits of the THG Acquisition.

Pursuant to the settlement reached on
November 20, 2008, which is subject to court approval, the Companys insurance carriers will pay $8 million into a settlement fund and the Defendants will obtain full releases from all claims in connection with the litigation. The
plaintiffs counsel will seek a portion of the settlement fund to cover attorneys fees and expenses. On January 28, 2009, the Court preliminarily approved the settlement and scheduled a final settlement hearing for May 18, 2009.
Any further litigation in the securities class action has been stayed pending final court approval of the settlement.

While the Company
denies all of the allegations in the lawsuit and believes that its disclosures were appropriate, the Company and its insurance carriers agreed to settle the class action in order to avoid costly and time-consuming litigation. There will be no
earnings or cash effect of this settlement on the Company as the entire amount of the settlement will be paid by the Companys liability insurers. Accordingly, the Company believes that the ultimate conclusion of any remaining issues in this
case will not be material to the Company. The related shareholder derivative suit, which was filed in February 2006, was previously dismissed.



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

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

Executive Officers of the Registrant

Pursuant to General Instruction G(3), the information regarding our executive officers called
for by Item 401(b) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.

The executive officers of our
Company are as follows:

Martin E. Franklin, age 44, is Chairman and Chief Executive Officer of our Company. Mr. Franklin was appointed
to our Board of Directors on June 25, 2001 and became Chairman and Chief Executive Officer effective September 24, 2001. Mr. Franklin is also a principal and executive officer of a number of private investment entities.
Mr. Franklin was the Chairman of the Board of Directors of Bollé Inc. from February 1997 until February 2000. Mr. Franklin has previously held positions as Chairman and Chief Executive Officer of Lumen Technologies, Inc. from May
1996 to December 1998, and Benson Eyecare Corporation from October 1992 to May 1996. Mr. Franklin also serves as a director of Kenneth Cole Productions, Inc., GLG Partners, Inc. and the Chairman of the Board of Liberty Acquisition Holdings Corp
and Liberty Acquisition Holdings (International) Company.

Ian G.H. Ashken, age 48, is Vice Chairman and Chief Financial Officer of our
Company. Mr. Ashken was appointed to the Board of Directors on June 25, 2001 and became Vice Chairman, Chief Financial Officer and Secretary effective September 24, 2001. Mr. Ashken is also a principal and executive officer of a
number of private investment entities. Mr. Ashken was the Vice Chairman of the Board of Directors of Bollé, Inc. from December 1998 until February 2000. From February 1997 until his appointment as Vice Chairman, Mr. Ashken



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was the Chief Financial Officer and a director of Bollé. Mr. Ashken previously held positions as Chief Financial Officer and a director of Lumen
Technologies, Inc from May 1996 to December 1998 and Benson Eyecare Corporation from October 1992 to May 1996. Mr. Ashken also serves as a director of GLG Partners, Inc.

James E. Lillie, age 47, is President and Chief Operating Officer of our Company. Mr. Lillie joined our Company in August 2003. From 2000 to 2003,
Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited, a diversified commercial printing and business communications company. From 1999 to 2000, Mr. Lillie served as Executive Vice President of
Operations at Walter Industries, Inc., a Kohlberg, Kravitz, Roberts & Company (KKR) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of managerial human resources, manufacturing, finance and operations positions
culminating with the position of Executive Vice President, Operations at World Color, Inc., another KKR portfolio company.

John E. Capps,
age 44, is Senior Vice President, General Counsel and Secretary of our Company. Mr. Capps has been with the Company since January 2005. From 2003 to 2005, Mr. Capps was with American Household, Inc. which was acquired by the Company in
January 2005, where he most recently served as Vice President-Legal. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP.

Patricia J. Gaglione, age 47, is Senior Vice President, Supply Chain of our Company. Mrs. Gaglione joined our Company in January 2005 as Vice President,
Supply Chain and was promoted to her current position in January 2006. Prior to joining the Company, Mrs. Gaglione most recently served as Vice President, Sourcing for RR Donnelley and Sons (formerly Moore Corporation, Limited), from May 2001 to May
2004. From 1996 to 2001, Mrs. Gaglione was General Manager, International Purchasing Office at Philips Electronics.

Patricia Mount, age
52, is Senior Vice President and Chief Transition Officer of our Company. Ms. Mount has been with the Company since January 2006. From August 2003 through January 2006, Ms. Mount served as Chief Financial Officer of Tilia, Inc. a subsidiary of the
Company.

Richard T. Sansone, age 42, is Senior Vice President and Chief Accounting Officer of our Company. Prior to joining our Company,
he most recently served as Senior Vice President, Controller and Chief Accounting Officer of RR Donnelley and Sons (formerly Moore Wallace), from April 2001 to December 2005. From 1992 to 2001, Mr. Sansone was with PricewaterhouseCoopers, LLP
where he was an Audit Senior Manager.

J. David Tolbert, age 48, is Senior Vice President, Human Resources and Corporate Risk of our
Company. Mr. Tolbert has served in various management and executive roles in the areas of human resources, administration and corporate risk for the Company since 1993. From 1987 to 1993, Mr. Tolbert served in various human resource and
operating positions at Ball Corporation.

Our executive officers serve at the discretion of our Board of Directors.



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Market for Registrants Common Equity

Jarden
Corporations (the Company or Jarden) common stock is traded on the New York Stock Exchange under the symbol JAH. As of February 13, 2009, there were approximately 3,600 registered holders of record of
the Companys common stock, par value $0.01 per share. On February 17, 2009, the last recorded sales price of the Companys common stock was $10.95. Jarden currently does not and does not intend to pay cash dividends on its common
stock in the foreseeable future, and each of Jardens senior credit facilities and the indenture governing its senior subordinated notes contain certain restrictions that limit Jardens ability to pay dividends. (See
Managements Discussion and Analysis of Financial Condition and Results of Operations). Cash generated from operations will be used for general corporate purposes, which may include acquisitions, supporting organic growth, paying
down debt and share repurchases.

The table below sets forth the intraday high and low sales prices of the Companys common stock as
reported on the New York Stock Exchange for the periods indicated:



|     |  |         |       |        |   |       |  |        |       |  |   |      
|---- |  | ------- | ----- | ------ | - | ----- |  | ------ | ----- |  | - | -----
|     |  | Quarter
|     |  | First   |       | Second |   | Third |  | Fourth
|2008 |  |         |       |        |   |       |  |        |       |  |   |      
|High |  | $       | 26.65 |        | $ | 24.11 |  | $      | 27.93 |  | $ | 23.87
|Low  |  | $       | 19.31 |        | $ | 17.48 |  | $      | 16.88 |  | $ | 7.20 
|     |  |         |       |       
|2007 |  |         |       |        |   |       |  |        |       |  |   |      
|High |  | $       | 39.04 |        | $ | 45.09 |  | $      | 44.20 |  | $ | 35.95
|Low  |  | $       | 33.84 |        | $ | 37.77 |  | $      | 28.87 |  | $ | 22.96

On June 9, 2005, Jardens Board of Directors declared a 3-for-2 stock split in the form
of a stock dividend of one additional share of common stock for every two shares of common stock, payable on July 11, 2005 to shareholders of record as of the close of business on June 20, 2005. All references in this Annual Report on Form
10-K to the number of shares outstanding, per share amounts, issued shares, sale price of Jardens common stock, restricted stock and stock option data of Jardens common shares have been restated to reflect the effect of the stock split
for all periods presented.



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Performance Graph

The following Performance Graph and related information shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The graph below compares total stockholder return on the Companys common stock from December 31, 2003 through December 31, 2008 with
the cumulative total return of (a) the Standard and Poors 500 Stock Index and (b) the S&P Midcap 400 Index assuming a $100 investment made on December 31, 2003. Each of the three measures of cumulative total return assumes
reinvestment of dividends, if applicable. The stock performance shown on the graphs below are based on historical data and are not indicative of, or intended to forecast, possible future performance of the Companys common stock.

LOGO

Equity Compensation Plan Information

Information regarding Jardens equity compensation plans, including both stockholder approved plans and plans not approved by stockholders is incorporated by reference in Item 12 of Part III of this Annual
Report on Form 10-K.

Recent Sales of Unregistered Securities

None.



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Recent Purchase of our Registered Equity Securities by the Issuer and Affiliated Purchases

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



|                               |  |                                   |  |                            |       |                                                                                 |           |                                                                            |   |           
|------------------------------ |  | --------------------------------- |  | -------------------------- | ----- | ------------------------------------------------------------------------------- | --------- | -------------------------------------------------------------------------- | - | ----------
|Period                         |  | Total Numberof SharesPurchased(1) |  | AveragePrice PaidPer Share |       | Total Number ofShares Purchasedas Part of a PubliclyAnnouncedRepurchase Plan(1) |           | ApproximateDollar Value
ofShares that MayYet be PurchasedUnder the Plan(1)
|October 1  October 31, 2008   |  | 1,040,000                         |  | $                          | 12.04 |                                                                                 | 1,040,000 |                                                                            | $ | 47,812,670
|November 1  November 30, 2008 |  |                                  |  |                            |      |                                                                                 |          |                                                                            |   | 47,812,670
|December 1  December 31, 2008 |  |                                  |  |                            |      |                                                                                 |          |                                                                            |   | 47,812,670
|                               |  |                                   |  |                            |       |                                                                                 |           |                                                                            |   |           
|                               |  | 1,040,000                         |  | $                          | 12.04 |                                                                                 |           |                                                                            |   |           
|                               |  |                                   |  |                            |       |                                                                                 |           |                                                                            |   |           



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



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|Item 6. | Selected Financial Data
|------- | -----------------------

The following tables set
forth the Companys selected financial data as of and for the years ended December 31, 2008, 2007, 2006, 2005 and 2004. The selected financial data set forth below has been derived from the audited consolidated financial statements and
related notes thereto where applicable for the respective fiscal years. The selected financial data should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations, as well as
the consolidated financial statements and notes thereto. These historical results are not necessarily indicative of the results to be expected in the future. Certain reclassifications have been made in the Companys financial statements of
prior years to conform to the current year presentation. These reclassifications had no impact on previously reported net income.



|                                                                           |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|-------------------------------------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------- | - | ------- |  | ---------- | ------- |  | ------- | ------- | - |  | - | -------
|                                                                           |  | As of and for the Years Ended December 31,
|                                                                           |  | 2008(c)                                    |         |   | 2007(b)(c) |   | 2006(c) |  | 2005(b)(c) |         |  | 2004(b)
|                                                                           |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|STATEMENTS OF INCOME DATA (in millions, except per share data):            |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|Net sales                                                                  |  | $                                          | 5,383.3 |   |            | $ | 4,660.1 |  | $          | 3,846.3 |  | $       | 3,189.1 |   |  | $ | 838.6  
|Operating earnings(a)                                                      |  |                                            | 146.1   |   |            |   | 232.0   |  |            | 300.6   |  |         | 186.0   |   |  |   | 96.0   
|Interest expense, net                                                      |  |                                            | 178.7   |   |            |   | 149.7   |  |            | 112.6   |  |         | 84.2    |   |  |   | 27.6   
|Loss on early extinguishment of debt                                       |  |                                            |        |   |            |   | 15.7    |  |            |        |  |         | 6.1     |   |  |   |       
|Income tax provision                                                       |  |                                            | 26.3    |   |            |   | 38.5    |  |            | 82.0    |  |         | 35.0    |   |  |   | 26.0   
|Net income (loss)(a)                                                       |  |                                            | (58.9   | ) |            |   | 28.1    |  |            | 106.0   |  |         | 60.7    |   |  |   | 42.4   
|Paid in-kind dividends on Series B and C preferred stock                   |  |                                            |        |   |            |   |        |  |            |        |  |         | (9.7    | ) |  |   |       
|Charge from beneficial conversion of Series B and Series C preferred stock |  |                                            |        |   |            |   |        |  |            |        |  |         | (38.9   | ) |  |   |       
|                                                                           |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|Income (loss) available to common stockholders(a)                          |  | $                                          | (58.9   | ) |            | $ | 28.1    |  | $          | 106.0   |  | $       | 12.1    |   |  | $ | 42.4   
|                                                                           |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|Basic earnings (loss) per share(a)                                         |  | $                                          | (0.78   | ) |            | $ | 0.39    |  | $          | 1.62    |  | $       | 0.23    |   |  | $ | 1.03   
|Diluted earnings (loss) per share(a)                                       |  | $                                          | (0.78   | ) |            | $ | 0.38    |  | $          | 1.59    |  | $       | 0.22    |   |  | $ | 0.99   
|                                                                           |  |                                            |         |   |           
|OTHER FINANCIAL DATA (in millions):                                        |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|Segment earnings(a)(d)                                                     |  | $                                          | 609.4   |   |            | $ | 501.5   |  | $          | 419.0   |  | $       | 297.6   |   |  | $ | 115.2  
|Cash flows from operations                                                 |  |                                            | 249.9   |   |            |   | 304.8   |  |            | 236.0   |  |         | 240.9   |   |  |   | 70.2   
|Depreciation and amortization                                              |  |                                            | 120.3   |   |            |   | 96.4    |  |            | 66.4    |  |         | 57.6    |   |  |   | 19.2   
|Capital expenditures                                                       |  |                                            | 102.2   |   |            |   | 81.2    |  |            | 68.8    |  |         | 58.5    |   |  |   | 10.8   
|                                                                           |  |                                            |         |   |           
|BALANCE SHEET DATA (in millions):                                          |  |                                            |         |   |            |   |         |  |            |         |  |         |         |   |  |   |        
|Cash and cash equivalents                                                  |  | $                                          | 392.8   |   |            | $ | 220.5   |  | $          | 202.6   |  | $       | 237.1   |   |  | $ | 20.7   
|Working capital(e)                                                         |  |                                            | 1,374.7 |   |            |   | 1,269.8 |  |            | 839.6   |  |         | 749.9   |   |  |   | 181.4  
|Total assets                                                               |  |                                            | 5,727.0 |   |            |   | 5,868.1 |  |            | 3,882.6 |  |         | 3,524.6 |   |  |   | 1,042.4
|Total debt                                                                 |  |                                            | 2,868.3 |   |            |   | 2,747.3 |  |            | 1,441.0 |  |         | 1,541.4 |   |  |   | 487.4  
|Total stockholders equity                                                 |  |                                            | 1,384.2 |   |            |   | 1,538.6 |  |            | 1,257.4 |  |         | 1,003.8 |   |  |   | 334.0  



|(a) | Includes the following significant items affecting comparability:
|--- | -----------------------------------------------------------------



| |  |  | 2008 includes: $283 million charge related to the impairment of goodwill and intangibles (see Note 6 to the consolidated financial statements); and $59.8 million of
reorganization and acquisition-related integration cost (see item (c) below).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2007 includes: purchase accounting adjustments for $119 million of the elimination of manufacturers profit in inventory charged to cost of sales, which is the
purchase accounting fair value adjustment to inventory associated with acquisitions and $49.6 million of reorganization and acquisition-related integration cost (see item (c) below).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2006 includes: purchase accounting adjustments for $10.4 million of the elimination of manufacturers profit in inventory charged to cost of sales, which is
the purchase accounting fair value adjustment to inventory associated with acquisitions and $36.8 million of reorganization and acquisition-related integration cost (see item (c) below).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 2005 includes: purchase accounting adjustments for $22.4 million of the elimination of manufacturers profit in inventory charged to cost of sales, which is
the purchase accounting fair value adjustment to inventory associated with acquisitions, $2.5 million of write offs of inventory related to reorganization and acquisition-related integration initiatives and $29.1 million of reorganization and
acquisition-related integration cost (see item (c) below).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The results of The United States Playing Card Company, American Household, Inc., The Holmes Group, Inc., Pure Fishing, Inc. and K2 Inc. are included from their dates of acquisition
June 28, 2004, January 24, 2005, July 18, 2005, April 6, 2007 and August 8, 2007, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Reorganization and acquisition-related integration cost include costs associated with exit or disposal activities, which do not meet the criteria of discontinued operations,
including costs of employee and lease terminations and facility closing or other exit activities. Additionally, these costs include expenses directly related to integrating and reorganizing acquired businesses and include items such as employee
retention, recruiting costs, certain moving costs, certain duplicative costs during integration and asset impairments.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Segment Earnings represents earnings before interest, taxes and depreciation and amortization, excluding reorganization and acquisition-related integration costs, impairment of
goodwill and intangible assets, the elimination of manufacturers profit in inventory, fair value inventory adjustments, and loss on early extinguishment of debt. This non-GAAP financial measure, is presented in this Annual Report on Form 10-K
because it is a basis upon which the Companys management has assessed its financial performance in the years presented. Additionally, the Company uses non-GAAP financial measures because the Companys credit agreement provides for certain
adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, certain reorganization
and acquisition-related integration costs, impairment of goodwill and intangible assets, non-cash stock-based compensation costs and loss on early extinguishment of debt. Segment Earnings should not be considered a primary measure of the
Companys performance and should be reviewed in conjunction with, and not as substitute for, financial measurements prepared in accordance with GAAP that are presented in this Annual Report on Form 10-K. A reconciliation of the calculation of
Segment Earnings is presented below:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Reconciliation of non-GAAP Measure (in millions):



|                                              |  |                                  |       |   |      |   |       |  |      |       |      |   |       |  |   |      
|--------------------------------------------- |  | -------------------------------- | ----- | - | ---- | - | ----- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|                                              |  | For the Years Ended December 31,
|                                              |  | 2008                             |       |   | 2007 |   | 2006  |  | 2005 |       | 2004
|Net income (loss)                             |  | $                                | (58.9 | ) |      | $ | 28.1  |  | $    | 106.0 |      | $ | 60.7  |  | $ | 42.4 
|Income tax provision                          |  |                                  | 26.3  |   |      |   | 38.5  |  |      | 82.0  |      |   | 35.0  |  |   | 26.0 
|Interest expense, net                         |  |                                  | 178.7 |   |      |   | 149.7 |  |      | 112.6 |      |   | 84.2  |  |   | 27.6 
|Loss on early extinguishment of debt          |  |                                  |      |   |      |   | 15.7  |  |      |      |      |   | 6.1   |  |   |     
|                                              |  |                                  |       |   |      |   |       |  |      |       |      |   |       |  |   |      
|Operating earnings                            |  |                                  | 146.1 |   |      |   | 232.0 |  |      | 300.6 |      |   | 186.0 |  |   | 96.0 
|Adjustments to reconcile to Segment Earnings: |  |                                  |       |   |      |   |       |  |      |       |      |   |       |  |   |      
|Depreciation and amortization                 |  |                                  | 120.3 |   |      |   | 96.4  |  |      | 66.4  |      |   | 57.6  |  |   | 19.2 
|Fair value adjustment to inventory            |  |                                  |      |   |      |   | 118.9 |  |      | 10.4  |      |   | 22.4  |  |   |     
|Reorganization costs                          |  |                                  | 59.8  |   |      |   | 49.6  |  |      | 36.8  |      |   | 29.1  |  |   |     
|Impairment of goodwill and intangibles        |  |                                  | 283.2 |   |      |   |      |  |      |      |      |   |      |  |   |     
|Other integration-related costs               |  |                                  |      |   |      |   | 4.6   |  |      | 4.5   |      |   |      |  |   |     
|Impairment/write-off of other assets          |  |                                  |      |   |      |   |      |  |      | 0.3   |      |   | 2.5   |  |   |     
|                                              |  |                                  |       |   |      |   |       |  |      |       |      |   |       |  |   |      
|Segment Earnings(1)                           |  | $                                | 609.4 |   |      | $ | 501.5 |  | $    | 419.0 |      | $ | 297.6 |  | $ | 115.2
|                                              |  |                                  |       |   |      |   |       |  |      |       |      |   |       |  |   |      



| | (1) | During 2008, the Company modified the composition of segment earnings to include stock-based compensation. All prior periods have been restated to conform to the current
presentation.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Working capital is defined as current assets (including cash and cash equivalents) less current liabilities.
|--- | ------------------------------------------------------------------------------------------------------------



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion of Jardens financial condition and results of operations should be read together with our consolidated financial
statements and notes to those statements included in Item 8 of Part II of this Annual Report on Form 10-K. Unless otherwise indicated, references in the following discussion to 2008, 2007 and 2006 are to Jardens calendar years ended
December 31, 2008, 2007 and 2006, respectively.

Overview

Jarden Corporation and its subsidiaries (hereinafter referred to as the Company or Jarden) 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 Jardens strong brand portfolio. The Company plans to leverage and expand its domestic and international distribution channels, increase brand awareness through
co-branding and cross-selling initiatives and pursue strategic acquisitions, 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® and Planet Earth®.

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

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



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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, medical disposables, plastic cutlery 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, we manufacture a line of industrial zinc products marketed globally for use in the plumbing, automotive, electrical
component and architectural markets.

Acquisitions

2007 Activity

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

On August 8, 2007, the Company acquired all the outstanding shares of K2 Inc. (the Acquisition), a
leading provider of branded consumer products in the global sports equipment market in exchange for consideration of $10.85 in cash per share of K2 Inc. (K2) common stock and 0.1118 of a share of Jarden common stock for each share of K2
common stock issued and outstanding. The total value of the transaction, including debt assumed, was approximately $1.2 billion. The aggregate consideration to the K2 shareholders was approximately $701 million and was comprised of a cash payment of
approximately $517 million and the issuance of approximately 5.3 million common shares of the Company with a fair value of approximately $184 million. The cash and Jarden common stock issued in the transaction had a combined value of $14.72 per
K2 share, which was calculated using the average of the closing stock price of a share of Jarden common stock on the New York Stock Exchange (NYSE) during the five-day trading period ending two trading days after the date that the number
of shares of Jarden common stock to be received by K2 stockholders was finalized, which was August 6, 2007. The total purchase price of $779 million, which is net of cash acquired, also includes: the purchase of K2 share-based awards for $22.7
million, the Companys investment in K2 prior to the acquisition of $31.1 million, debt make-whole premiums of $15.4 million and other fees and consideration totaling $22.1 million. In connection with the Acquisition the Company repaid certain
of K2s debt, including accrued interest and the aforementioned make-whole premiums for approximately $341 million. The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed
based on their estimated fair values at the date of Acquisition. The excess of the cost of the Acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill and is based on
the Companys independent valuation. The Companys results of operations for 2007 include the results of K2 from August 8, 2007 (the Acquisition Date).



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2006 Activity

During 2006, the Company completed four tuck-in acquisitions, three in the Branded Consumables segment and one in the Consumer Solutions segment.

The differences in the results from operations for 2008 versus 2007 and 2007 versus 2006 are primarily due to the K2 and Pure Fishing acquisitions.

Consolidated Results of Operations



|                                                              |  |                          |         |   |      |   |         |  |   |        
|------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- |  | - | -------
|                                                              |  | Years Ended December 31,
|                                                              |  | 2008                     |         |   | 2007 |   | 2006   
|                                                              |  | (in millions)           
|Net sales                                                     |  | $                        | 5,383.3 |   |      | $ | 4,660.1 |  | $ | 3,846.3
|Cost of sales                                                 |  |                          | 3,880.5 |   |      |   | 3,517.4 |  |   | 2,904.0
|Selling, general and administrative expenses                  |  |                          | 1,013.7 |   |      |   | 861.1   |  |   | 604.9  
|Reorganization and acquisition-related integration costs, net |  |                          | 59.8    |   |      |   | 49.6    |  |   | 36.8   
|Impairment of goodwill and intangibles                        |  |                          | 283.2   |   |      |   |        |  |   |       
|                                                              |  |                          |         |   |      |   |         |  |   |        
|Operating earnings                                            |  |                          | 146.1   |   |      |   | 232.0   |  |   | 300.6  
|Interest expense, net                                         |  |                          | 178.7   |   |      |   | 149.7   |  |   | 112.6  
|Loss on early extinguishment of debt                          |  |                          |        |   |      |   | 15.7    |  |   |       
|                                                              |  |                          |         |   |      |   |         |  |   |        
|Income (loss) before taxes                                    |  |                          | (32.6   | ) |      |   | 66.6    |  |   | 188.0  
|Income tax provision                                          |  |                          | 26.3    |   |      |   | 38.5    |  |   | 82.0   
|                                                              |  |                          |         |   |      |   |         |  |   |        
|Net income (loss)                                             |  | $                        | (58.9   | ) |      | $ | 28.1    |  | $ | 106.0  
|                                                              |  |                          |         |   |      |   |         |  |   |        

Results of OperationsComparing 2008 to 2007



|                          |  |                          |         |   |      |   |         |  
|------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                          |  | Net Sales                |        
|                          |  | Years Ended December 31, |        
|                          |  | 2008                     |         |   | 2007 |  
|                          |  | (in millions)            |        
|Outdoor Solutions         |  | $                        | 2,481.0 |   |      | $ | 1,698.6 |  
|Consumer Solutions        |  |                          | 1,812.9 |   |      |   | 1,869.2 |  
|Branded Consumables       |  |                          | 804.9   |   |      |   | 806.2   |  
|Process Solutions         |  |                          | 348.6   |   |      |   | 353.6   |  
|Intercompany eliminations |  |                          | (64.1   | ) |      |   | (67.5   | )
|                          |  |                          |         |   |      |   |         |  
|                          |  | $                        | 5,383.3 |   |      | $ | 4,660.1 |  
|                          |  |                          |         |   |      |   |         |  

Net sales in 2008 increased $723 million, or 16%, to $5.4 billion versus 2007. The overall
increase in net sales was due to the acquisitions of K2 and Pure Fishing, which are in the process of being integrated primarily into the Outdoor Solutions segment. Net sales in the Outdoor Solutions segment increased $782 million, driven by the
inclusion of the acquired K2 and Pure Fishing businesses. Net sales in the legacy Coleman business increased slightly primarily due to an expanded lighting program, the launch of new tailgating related products, hurricane related volumes, favorable
foreign currency translation and price increases, offset by declines in domestic and international sales resulting from overall economic weakness. Net sales in the Consumer Solutions segment declined $56.3 million or 3.0%, primarily due to weakness
in domestic sales in most product categories, primarily as a result of overall economic weakness at retail, partially offset by increased demand and improved pricing internationally (primarily Latin America). Net sales in the Branded Consumables
segment were



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essentially flat on a year-over-year basis, primarily due to improved sales of Ball® and
Kerr® fresh preserving products, offset by overall weakness at retail, primarily at domestic home improvement retailers. The Process Solutions segment declined 1.4% on a year-over-year
basis, primarily due to a reduction in the pass through pricing of zinc, primarily due to a 41% decline in the average price of zinc during 2008 versus 2007, partially offset by the inclusion of the K2 monofilament business.

Cost of sales increased $363 million to $3.9 billion for 2008 versus the same period in the prior year, primarily due to the acquisitions of K2 and Pure
Fishing, partially offset by the inclusion of a $119 million adjustment in 2007 related to the purchase accounting entry for the elimination of manufacturers profit in inventory related to the K2 and Pure Fishing acquisitions. The fair value
of the inventory acquired was valued at the sales price of the finished inventory, less costs to complete and a reasonable profit allowance for selling effort. Cost of sales as a percentage of net sales for 2008 and 2007 was 72.1% and 75.5%,
respectively (72.9% for 2007 excluding the charge for the elimination of manufacturers profit in inventory). The improvement is primarily due to the elimination of the manufacturers profit in inventory in 2007, higher margins from
acquired businesses, price increases and benefits from prior continuous improvement and integration programs, partially offset by rising commodity and transportation costs.

Selling, general and administrative expenses increased $153 million to $1.0 billion for 2008 versus the same period in the prior year. The increase was
primarily due to the acquisitions of K2 and Pure Fishing, partially offset by an incremental decrease in stock-based compensation expense in 2008 and an incremental decrease in pension and postretirement expense in 2008, primarily the result of the
curtailment and settlement of certain of the plans. At December 31, 2008, substantially all the domestic pension and postretirement plans are frozen to new entrants and to future benefit accruals.

Reorganization and acquisition-related integration costs, net, increased $10.2 million to $59.8 million in 2008 versus the same period in the prior year.
The majority of these charges relate to ongoing integration-related activities in the Outdoor Solutions segment principally as a result of the K2 and Pure Fishing acquisitions. During 2008, the Company also recorded reorganization and
acquisition-related integration costs within the Branded Consumables and Process Solutions segments that primarily relate to the consolidation of manufacturing facilities and headcount reductions. Additionally, for 2008, the Company recorded
reorganization and acquisition-related integration costs that are primarily due to severance and the integration of certain corporate functions related to the Acquisition. The 2007 reorganization and acquisition-related integration costs related
primarily to the Consumer Solutions segment; there were no such costs in 2008 as this reorganization has been completed.

In the fourth
quarter of 2008, the Companys annual impairment test resulted in a non-cash charge of $283 million to reflect impairment of goodwill and intangible assets. Of this charge, $172 million related to the impairment of goodwill in the
Companys Branded Consumables and Outdoor Solutions segments. In the Branded Consumables segment the impairment charge was recorded within the Firelog, Lehigh and United States Playing Cards reporting units. In the Outdoor Solutions segment the
impairment charge was recorded within the Apparel and Footwear reporting unit. The impairment for these reporting units was due to a decrease in the fair value of forecasted cash flows, reflecting the continued deterioration of macroeconomic
conditions, which accelerated and became apparent during the fourth quarter of 2008 (hereafter referred to as continued deterioration of macroeconomic conditions).



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The Companys annual impairment test resulted in a non-cash charge of $111 million to reflect
impairment of intangible assets related to certain of the Companys tradenames. The impairment charge was allocated to the Companys reporting segments as follows:



|                          |  |                             |      
|------------------------- |  | --------------------------- | -----
|                          |  | Year EndedDecember 31, 2008
|                          |  | (in millions)              
|Impairment of intangibles |  |                             |      
|Outdoor Solutions         |  | $                           | 11.7 
|Consumer Solutions        |  |                             | 76.3 
|Branded Consumables       |  |                             | 22.9 
|                          |  |                             |      
|                          |  | $                           | 110.9
|                          |  |                             |      

In the Outdoor Solutions segment the impairment charge recorded relates primarily to certain
tradenames within this segments snow sports and paintball businesses. The impairment within the Outdoor Solutions segment was due to an overall decline in the paintball market, as well as a decrease in the fair value of forecasted cash flows,
resulting from the impact that the continued deterioration of macroeconomic conditions has on such cash flows. In the Consumer Solutions segment the impairment charge recorded relates to certain tradenames within this segments small kitchen
and household appliance businesses. The impairment within the Consumer Solutions segment is primarily due to: the Companys decision to strategically realign certain brand names; increased competition in certain markets; and the impact of
continued deterioration of macroeconomic conditions. In the Branded Consumables segment the impairment charge recorded relates to certain tradenames associated with this segments Firelog, Lehigh and United States Playing Cards businesses. The
impairment within the Branded Consumables segment was due to a decrease in the fair value of forecasted cash flows, resulting from the impact that the continued deterioration of macroeconomic conditions has on such cash flows.

Net interest expense increased by $29.0 million for 2008 versus 2007. This increase was principally due to higher levels of outstanding debt versus the
prior year as a results of the acquisitions of K2 and Pure Fishing. The weighted average interest rate for 2008 decreased to 6.4% from 7.0% in 2007.

The Companys effective tax rate for the years ended December 31, 2008 and 2007 was (80.7%) and 57.7%, respectively. The difference from the statutory tax rate to the effective rate for 2008 results
principally from the tax charge related to the impairment of goodwill ($33.4 million) and from U.S. tax expense ($8.0 million) recognized on undistributed foreign income. The 2007 increase from the statutory tax rate to the reported rate results
principally from the settlement of 2003 and 2004 Internal Revenue Service Audits ($4.7 million), the tax effect of non-deductible compensation expense ($4.4 million), and the tax effect of foreign earnings that will not be permanently reinvested.
The Company believes that its long-term tax rate will be approximately 36.0%.

Net income (loss) in 2008 decreased $87.0 million to a net
loss of $58.9 million, versus 2007. For the 2008 and 2007 diluted earnings (loss) per share were ($0.78) and $0.38, respectively. The decrease in net income (loss) was primarily due to the charge recorded in 2008 for the impairment of goodwill and
intangibles of $283 million, offset by incremental earnings resulting from volume increases and margin expansion due to acquisitions and the charge recorded during 2007 related to the purchase accounting adjustment for the elimination of
manufacturers profit in inventory related to the K2 and Pure Fishing acquisitions ($119 million).



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##### Table of Contents

Results of OperationsComparing 2007 to 2006



|                             |  |                          |         |   |      |   |         |  
|---------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                             |  | Net Sales                |        
|                             |  | Years Ended December 31, |        
|                             |  | 2007                     |         |   | 2006 |  
|                             |  | (in millions)            |        
|Outdoor Solutions            |  | $                        | 1,698.6 |   |      | $ | 901.0   |  
|Consumer Solutions           |  |                          | 1,869.2 |   |      |   | 1,892.2 |  
|Branded Consumables          |  |                          | 806.2   |   |      |   | 812.0   |  
|Process Solutions            |  |                          | 353.6   |   |      |   | 309.4   |  
|Intercompany eliminations(1) |  |                          | (67.5   | ) |      |   | (68.3   | )
|                             |  |                          |         |   |      |   |         |  
|                             |  | $                        | 4,660.1 |   |      | $ | 3,846.3 |  
|                             |  |                          |         |   |      |   |         |  

Net sales in 2007 increased $814 million, or 21%, to $4.7 billion versus 2006. The overall
increase in net sales was due to the acquisitions of K2 and Pure Fishing (combined revenue $863 million). Net sales in the Outdoor Solutions segment increased $798 million as a result of the K2 and Pure Fishing acquisitions, offset by decreases in
the domestic Coleman business, primarily due to inventory reduction initiatives at certain mass retailers. Net sales in the Consumer Solutions segment decreased $23.0 million or 1.2%, which was primarily due to weakness in domestic sales, partially
offset by increased demand and improved pricing internationally. Net sales in the Branded Consumables segment decreased slightly, which is mainly due to decreased category demand, primarily at domestic home improvement retailers and poker-related
sales. The Process Solutions segment grew 14.3% on a year over year basis, primarily due to the inclusion of the K2 monofilament business and the impact of cost increases in zinc compared to 2006.

Cost of sales increased $613 million to $3.5 billion for 2007 versus 2006, primarily due to the increase in sales volume from acquisitions and the
inclusion of a $119 million charge related to the purchase accounting adjustment for the elimination of manufacturers profit in inventory related to the K2 and Pure Fishing acquisitions (versus $10.4 million in 2006). The fair value of the
inventory acquired was valued at the sales price of the finished inventory, less costs to complete and a reasonable profit allowance for selling effort. Cost of sales as a percentage of net sales for both 2007 and 2006 was 75.5% (72.9% and 75.2%,
respectively excluding the charges for the elimination of manufacturers profit in inventory). The improved margins are primarily due to acquired businesses favorable product mix, price increases, the benefit of integration related activities
and improved operating efficiencies, partially offset by raw material price increases.

Selling, general and administrative expenses
increased $256 million to $861 million for 2007 versus 2006. The increase was primarily due to acquisitions of K2 and Pure Fishing ($199 million), incremental stock based compensation expense ($41.0 million) and increased advertising, marketing and
product development costs, as well as the benefits from prior year reorganization and integration initiatives.

Reorganization and
acquisition-related integration costs, net, increased $12.8 million to $49.6 million for 2007 versus the same period in the prior year primarily due to the K2 and Pure Fishing acquisitions and lease exit costs. These charges primarily relate to the
ongoing integration-related activities across all segments as the Company rationalizes its manufacturing and administrative platforms principally as a result of acquisitions in both current and prior years.

Net interest expense increased by $37.1 million for 2007 versus 2006. This increase was principally due to higher levels of outstanding debt versus the
same prior year period, partially offset by a $3.7 million increase in interest income primarily generated from our cash on hand as a result of the February 2007 debt refinancing (discussed hereafter in the Capital Resources section).
The weighted average interest rate for 2007 decreased to 7.0% from 7.3% in 2006.

The Companys effective tax rate for the years ended
December 31, 2007 and 2006 was 57.7% and 43.6%, respectively. The 2007 increase from the statutory tax rate to the reported rate results principally from the



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settlement of 2003 and 2004 IRS Audits ($4.7 million), the tax effect of non-deductible compensation expense ($4.4 million), and the tax effect of foreign
earnings that will not be permanently reinvested. In 2006, these increases from the statutory tax rate relate primarily to the $13.6 million tax charge recorded in 2006 in association with the internal legal reorganization of the domestic Consumer
Solution businesses.

Net income for 2007 decreased $77.9 million to $28.1 million versus 2006. For 2007, diluted earnings per share were
$0.38 versus diluted earnings per share of $1.59 for 2006. The change in net income is primarily due to the following charges recorded during 2007: incremental purchase accounting adjustments for the elimination of manufacturers profit in
inventory ($109 million); incremental stock based compensation expense ($41.0 million) resulting primarily from the acceleration of certain awards; incremental reorganization and acquisition-related integration costs ($12.8 million), increase in
interest expense ($37.1 million) and a $15.7 million loss on the early extinguishment of debt, partially offset by 2007 incremental earnings resulting from volume increases and margin expansion due to both acquisitions and improved gross margins,
combined with the $13.6 million tax charge recorded during 2006.

Financial Condition, 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 December 31, 2008, provide sufficient liquidity to support
working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration programs, pension plan contribution requirements and debt obligations for the foreseeable future.

Net cash provided by operating activities was $250 million and $305 million for 2008 and 2007, respectively. The favorable impact from
higher cash operating income, were more than offset by unfavorable working capital movements primarily related to inventory, which is the result of higher inventory levels due to retailers managing their inventory to historically low levels due to
the macroeconomic conditions; and lower than expected sales.

Net cash provided by financing activities for 2008 and 2007 was $104.6
million and $681 million, respectively. The change is primarily due to the issuance of long-term debt during 2007 ($1.4 billion), partially offset by long-term debt payments ($793 million) in 2007, an incremental decrease in net short-term debt
borrowings in 2008 ($84.7 million); and an incremental decrease in debt issue costs in 2008 ($33.7 million).

Net cash used in investing
activities was $175.5 million versus $973 million for 2008 and 2007, respectively. Cash used for the acquisition of businesses for 2007 decreased approximately $867 million from 2007 due to the acquisitions of K2 and Pure Fishing. For 2008, capital
expenditures were $102 million versus $81.2 million for 2007. The Company has historically maintained capital expenditures at less than 2% of net sales and expects that capital expenditures for 2009 will be below this threshold.

CAPITAL RESOURCES

At
December 31, 2008 and 2007, the Company had cash and cash equivalents of $393 million and $221 million, respectively. At December 31, 2008, there was $130 million outstanding under the revolving credit portion of the Companys senior
credit facility (the Facility). At December 31, 2008, net availability under the Facility was approximately $71 million, after deducting approximately $24 million of outstanding letters of credit. The Company is required to pay
commitment fees on the unused balance of the revolving credit facility. At December 31, 2008, the annual commitment fee on unused balances was 0.375%. During May 2008, the Company borrowed an additional $25 million from an existing term loan
under the Facility. This term loan matures in 2012 and bears interest at LIBOR plus 250 basis points.



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Subsequent to December 31, 2008, the Company entered into an amendment to the Facility whereby a
successor administrative agent was appointed and a certain revolving lenders commitment in the revolving credit facility was released and availability under the Facility was reduced accordingly. Additionally, the Company voluntarily decreased
the commitments under the revolving credit facility by $20 million bringing the total amount available to $185 million. This reduction was applied on a pro rata basis among the existing revolving 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, secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. The Securitization Facility will be drawn upon and repaid as needed to fund general corporate purposes.
At December 31, 2008, the Companys Securitization Facility was fully utilized with outstanding borrowings totaling $250 million. In July 2008, the Company entered into an amendment to the Securitization Facility that extended it for
another year until July 2009. Following the renewal, the borrowing rate margin is 150 basis points and the unused line fee is 0.50% per annum. The Securitization Facility is reflected as a short-term borrowing on the Companys balance
sheet because of its annual term. 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 December 31, 2008, the aggregate amount available under these lines of credit totaled approximately $117 million.

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

The aggregate consideration to the K2 shareholders was approximately $701 million and was comprised of a cash payment of approximately
$517 million and the issuance of approximately 5.3 million common shares of the Company with a fair value of approximately $184 million. Additionally, the Company assumed and repaid certain of K2s debt, including accrued interest and
make-whole premiums for approximately $341 million.

During February 2007, the
Company completed a registered public offering for $650 million aggregate principal amount of 71/2% Senior Subordinated Notes
due 2017 (the Senior Notes) and received net proceeds of approximately $637 million. Of these proceeds, approximately $195 million was used to purchase the entire principal amount outstanding of the Companys 93/4% Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) plus the tender premium and accrued interest. As a
result of the purchase of Senior Subordinated Notes, the Company recorded a $15.3 million loss on the extinguishment of debt for the year ended December 31, 2007. This loss is primarily comprised of a $10.1 million tender premium, a loss of
$4.5 million related to the termination of $105 million notional amount of interest rate swaps that were designated as fair value hedges against the Senior Subordinated Notes, the write off of $3.7 million of deferred debt issuance costs, and the
recognition of $3.7 million of deferred gains that resulted from previously terminated interest rate swaps.

In connection
with the aforementioned Pure Fishing acquisition completed on April 6, 2007, the Company issued a $100 million five-year subordinated note (the Note) with a 2% coupon and a warrant exercisable into approximately 2.2 million
shares of Jarden common stock with an initial exercise price of $45.32 per share



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(subject to certain adjustments contained therein). The Note is not prepayable at the Companys option. The holder of the Note has the option to require
redemption of the Note if after one year from issuance the closing price of Jardens common stock exceeds $45.32 per share for a period of three consecutive trading days.

The Company was not in default of any of its debt covenants (see Note 9 to the consolidated financial statements) as of December 31, 2008.

The Company maintains cash balances which at times may be significant, at various international subsidiaries. At December 31, 2008,
approximately $44 million of this may be subject to certain availability restrictions. The Company does not believe that such restrictions will materially affect the Companys liquidity, nor does the Company rely on these cash balances to fund
operations outside of the country where the cash was generated.

In November 2007, the Companys Board of Directors authorized a new
stock repurchase program that would allow the Company to repurchase up to $100 million of its common stock. The Company repurchased approximately 1.5 million and 1.1 million shares of its common stock in 2008 and 2007, respectively, under
this plan at an average price per share of $15.12 and $26.58, respectively.

Contractual Obligations and Commercial Commitments

The following table includes aggregate information about the Companys contractual obligations as of December 31, 2008 and the periods in which
payments are due. Certain of these amounts are not required to be included in its Consolidated Balance Sheets:



|                                          |  |               |         |   |   |       |  |     |         |         |   |       |  |   |      
|----------------------------------------- |  | ------------- | ------- | - | - | ----- |  | --- | ------- | ------- | - | ----- |  | - | -----
|                                          |  | Year(s)      
|                                          |  | Total         |         | 1 |   | 2-3   |  | 4-5 |         | After 5
|                                          |  | (in millions)
|Long-term debt(1)                         |  | $             | 2,872.2 |   | $ | 431.4 |  | $   | 1,268.6 |         | $ | 514.2 |  | $ | 658.0
|Operating leases                          |  |               | 329.1   |   |   | 54.4  |  |     | 88.9    |         |   | 64.9  |  |   | 120.9
|Unconditional purchase obligations        |  |               | 57.0    |   |   | 45.2  |  |     | 9.4     |         |   | 2.4   |  |   |     
|Other current and non-current obligations |  |               | 44.1    |   |   | 38.2  |  |     | 1.7     |         |   | 1.3   |  |   | 2.9  
|                                          |  |               |         |   |   |       |  |     |         |         |   |       |  |   |      
|Total                                     |  | $             | 3,302.4 |   | $ | 569.2 |  | $   | 1,368.6 |         | $ | 582.8 |  | $ | 781.8
|                                          |  |               |         |   |   |       |  |     |         |         |   |       |  |   |      



|(1) | For further information regarding the Companys debt and interest rate structure, refer to Note 9  Debt and Note 10 Derivative Financial
Instruments and Fair Value Measurements to the consolidated financial statements. These amounts reflect scheduled principal payments only.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The table above does not reflect tax reserves and accrued interest thereon of $64.4 million and $8.6 million, respectively, as the Company cannot reasonably predict the timing of the settlement of the related tax
positions beyond 2009. See Note 12 Taxes on Income to the consolidated financial statements for additional information on the Companys unrecognized tax benefits at December 31, 2008.

Commercial commitments are items that the Company could be obligated to pay in the future and are not included in the above table. As of
December 31, 2008, the Company had approximately $24 million in standby and commercial letters of credit, all of which expire in 2009.

Certain of these amounts are not required to be included in the Companys Consolidated Balance Sheets.

Risk Management

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



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The Company actively 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. Floating rate swaps are used to convert the fixed rates of
long-term debt into short-term variable rates to take advantage of current market conditions. Fixed rate swaps are used to reduce the Companys risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used
by the Company to separate interest rate risk management from the debt funding decision.

During September 2008, the Company terminated $54
million notional amount of forward foreign currency contracts as the counterparty defaulted on these contracts upon filing for bankruptcy protection. These contracts had previously been designated as cash flow hedges of forecasted inventory
purchases and sales. Gains or losses on these contracts were deferred as a component of accumulated other comprehensive income. At termination the fair market value of these contracts was a net asset of $2.7 million. The Company had provided a
reserve for the entire net asset amount of these contracts, which resulted in the elimination of the amount of previously deferred net gains included in accumulated other comprehensive income. As part of the settlement with this counterparty
subsequent to December 31, 2008, the entire net asset amount of these contracts was written off against the reserve in January 2009.

Cash Flow Hedges

At December 31, 2008, the Company had approximately $1.1 billion of notional amount
outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest
payments. The effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income. The fair market value of these swaps was a liability of $29.2 million at
December 31, 2008.

At December 31, 2008, the Company had outstanding a $40 million notional amount swap agreement that exchanges
a variable interest rate (LIBOR) for fixed rate of interest over the term of the agreement that is not designated as an effective hedge for accounting purposes and the fair market value gains or losses are included in the results of operations. This
swap matures June 30, 2010 and has a fixed rate of interest of 4.79%. The fair market value of this swap was a liability of $2.1 million at December 31, 2008.

Fair Value Hedges

The Company
uses cross-currency swaps to hedge foreign currency risk on certain U.S. dollar-based debt of foreign subsidiaries. At December 31, 2008, the Company had a $27.6 million notional amount cross-currency swap outstanding that exchanges Canadian
dollars for U.S. dollars. This swap exchanges the variable interest rate bases of the U.S. dollar balance (3-month U.S. LIBOR plus a spread of 175 basis points) and the equivalent Canadian dollar balance (3-month CAD BA plus a spread of 192 basis
points). This swap is designated as fair value hedge on a U.S dollar based term loan of a Canadian subsidiary. The fair market value of this cross-currency swap at December 31, 2008, was an asset of $0.8 million, with a corresponding offset to
long-term debt.

Forward Foreign Currency Contracts

The Company uses forward foreign currency contracts (foreign currency contracts) to mitigate the foreign currency exchange rate exposure on
the cash flows related to forecasted inventory purchases and sales. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or
losses on these derivatives is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statement of operations
as the underlying hedged item. At December 31, 2008, the Company had approximately $274 million notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases and sales. At
December 31, 2008, the fair market value of these contracts was a net asset of $11.4 million.



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At December 31, 2008, the Company had outstanding approximately $151 million 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. The fair market value of these foreign
currency contracts was a net liability of $0.6 million at December 31, 2008.

Commodity Contracts

During 2008, the Company initiated a risk management plan whereby, from time to time the Company enters into commodity-based derivatives in order to
mitigate the impact that the rising price of these commodities has on the cost of certain of the Companys raw materials. These derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit
should the cost of the commodity fall below certain dollar levels. These derivatives are not designated as effective hedges for accounting purposes. Fair market value gains or losses are included in the results of operations and as of
December 31, 2008 their aggregate fair market value was a liability of $6.3 million.

Significant Accounting Policies and Critical Estimates

The Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States of
America, which require us to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The following list of critical accounting policies is not intended to be a comprehensive list
of all its accounting policies. The Companys significant accounting policies are more fully described in Note 1Business and Significant Accounting Policies to Item 8.Financial Statements and Supplementary Data. The following
represents a summary of its critical accounting policies, defined as those policies that the Company believes are the most important to the portrayal of its financial condition and results of operations, and/or require managements significant
judgments and estimates.

Revenue recognition and allowance for product returns

The Company recognizes revenues at the time of product shipment or delivery, depending upon when title passes, to unaffiliated customers, and when all of
the following have occurred: a firm sales agreement is in place, pricing is fixed or determinable, and collection is reasonably assured. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for product
returns, discounts and allowances. The Company estimates future product returns based upon historical return rates and its reasonable judgment.

Allowance for accounts receivable

The Company maintains an allowance for doubtful accounts for estimated losses that
may result from the inability of its customers to make required payments. That estimate is based on historical collection experience, current economic and market conditions, and a review of the current status of each customers trade accounts
receivable. If the financial condition of its customers were to deteriorate or its judgment regarding their financial condition was to change negatively, additional allowances may be required resulting in a charge to income in the period such
determination was made. Conversely, if the financial condition of its customers were to improve or its judgment regarding their financial condition was to change positively, a reduction in the allowances may be required resulting in an increase in
income in the period such determination was made.

Allowance for inventory obsolescence

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and
the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, additional inventory write-downs may be required resulting in a charge to income in the
period such determination was made. Conversely, if actual market conditions are more favorable than those projected, a reduction in the write down may be required resulting in an increase in income in the period such determination was made.



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Income taxes

The Company records a valuation allowance to reduce its deferred tax assets to the amount that the Company believes is more likely than not to be realized. While the Company has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an
adjustment to the deferred tax assets would be charged to income in the period such determination was made. Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.

Additionally, the
Company recognizes tax benefits for certain tax positions based upon judgments as to whether it is more likely than not that a tax position will be sustained upon examination. The measurement of tax positions that meet the more-likely-than-not
recognition threshold are based in part on estimates and assumptions as to be the probability of an outcome, along with estimated amounts to be realized upon any settlement. While the Company believes the resulting tax balances at December 31,
2008 and 2007 are fairly stated based upon these estimates, the ultimate resolution of these tax positions could result in favorable or unfavorable adjustments to its consolidated financial statements and such adjustments could be material. See Note
12 to the consolidated financial statements for further information regarding taxes.

Goodwill and Indefinite-Lived Intangibles

The application of the purchase method of accounting for business combinations requires the use of significant estimates and
assumptions in determining the fair value of assets acquired and liabilities assumed in order to properly allocate the purchase price. The estimates of the fair value of the assets acquired and liabilities assumed are based upon assumptions believed
to be reasonable using established valuation techniques that consider a number of factors and when appropriate, valuations performed by independent third party appraisers.

As a result of acquisitions in prior years, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived
intangibles (primarily trademarks and tradenames). The Companys goodwill and indefinite lived intangibles are tested and reviewed for impairment annually (during the fourth quarter, which coincides with the strategic planning process), or more
frequently if facts and circumstances warrant using various valuation methods, such as the discounted cash flows and market multiple methods. Goodwill impairment testing requires significant use of judgement and assumptions including the
identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of unamortizable intangibles under
established guidelines for impairment also requires significant use of judgment and assumptions (such as cash flow projections, terminal values and discount rates). Changes in forecasted operations and other assumptions could materially affect the
estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. As previously discussed, in the fourth quarter of 2008, the Companys annual impairment test resulted in a non-cash charge to
goodwill of $172 million and a non-cash charge to indefinite-lived intangibles (tradenames) of $111 million. With the Companys common stock trading below historical valuation metrics in the fourth quarter, management analyzed the fair value of
the reporting units as compared to the Companys market capitalization. In managements judgment, a significant portion of the recent decline in the Companys stock price is related to the deterioration of macroeconomic conditions and
is not reflective of the underlying cash flows of the reporting units. The Company will continue to monitor its reporting units for any triggering events or other signs of impairment.

While some of the Companys businesses that were not impaired as a result of the annual impairment testing experienced a revenue decline and
decreased profitability in 2008, the Company believes that its long-term growth strategy supports its fair value conclusions. For both goodwill and indefinite-lived intangible assets, the recoverability of these amounts is dependent upon achievement
of the Companys projections and the execution of key initiatives related to revenue growth and improved profitability. However, changes in business conditions and assumptions could potentially require future adjustments to these asset
valuations.



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Other Long-Lived Assets

The Company evaluates the recoverability of long-lived assets, including property, plant and equipment and amortizable intangible assets, whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators that could trigger an impairment review include significant underperformance relative to historical or projected future operating
results, significant changes in the manner of use of the assets or the strategy for the overall business, significant decrease in the market value of the assets and significant negative industry or economic trends. When the Company determines that
the carrying amount of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use
of the asset and its eventual disposition. The cash flows are estimated utilizing various assumptions regarding future revenue and expenses, working capital, and proceeds from disposal. If the carrying amount exceeds the sum of the undiscounted
future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group.

Pension and postretirement plans

The Company records annual amounts relating to its pension and postretirement plans based on calculations, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation
increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The
effect of modifications is generally deferred and amortized over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from
its actuaries and investment advisors. The pension and postretirement obligations are measured as of December 31 for 2008 (the 2008 measurement date). The pension and postretirement obligations are measured as of September 30
and December 31 for 2007. The pension and postretirement obligations for 2007 measured at December 31 are the obligations resulting from the acquisitions of K2 and Pure Fishing.

The Company employs a total return investment approach for its pension and postretirement benefit plans whereby a mix of equities and fixed income
investments are used to maximize the long-term return of pension and postretirement plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through
careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across
geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. Investment risk is measured and monitored on an ongoing basis through annual liability
measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The expected long-term rate of return for plan
assets is based upon many factors including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The prospective target asset allocation percentage for both the
pension and postretirement plans is approximately 55%  65% for equity securities, approximately 25%  40% for bonds and approximately 0%-20% for other securities. However, in reaction to the adverse market conditions in 2008 and in an
effort to preserve asset values, the Company has temporarily under-weighted its equity investments. At December 31, 2008 the plan assets were allocated as follows; Equities: 42%Other Investments: 58%. The Company believes that this
current actual asset allocation is not indicative of the desired long-term target allocation and that it will begin re-allocating sometime during 2009 to achieve the long-term target asset allocation.

For 2008 actual returns on plan assets for the Companys U.S. pension plans are below the expected long-term rate of return due to the current
adverse conditions in the global securities markets. Continued actual returns below the expected rate may impact the amount and timing of future required contributions to these plans. The



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actual amount of future contribution will depend, in part, on long-term actual return on assets and future discount rates. Pension contributions for 2009 are
estimated to be approximately $25 million, compared to $18.3 million in 2008.

The weighted average expected return on plan assets
assumption at the 2008 measurement date was approximately 8.0% for the Companys pension plans. The weighted average discount rate at the 2008 measurement date used to measure the pension and postretirement benefit obligations was 6.13% and
6.25%, respectively. A one percentage point decrease in the discount rate at the 2008 measurement dates would increase the pension plans projected benefit obligation by approximately $37 million.

The health care cost trend rates used in valuing the Companys postretirement benefit obligation are established based upon actual health care cost
trends and consultation with actuaries and benefit providers. At the 2008 measurement date, the current weighted average healthcare trend rate assumption was 7.25% for pre-age 65 and 7.75% for post-age 65. The current trend rate gradually decreases
to an ultimate trend rate of 4.5%.

A one percentage point increase in the assumed health care cost trend rates would have the following
effects (in millions):



|                                                                    |  |   |    
|------------------------------------------------------------------- |  | - | ---
|Postretirement benefit obligation                                   |  | $ | 0.1
|Service and interest cost components of postretirement benefit cost |  |   | 0.1

A one percentage point decrease in the assumed health care cost trend rates would have the
following effects (in millions):



|                                                                    |  |   |      |  
|------------------------------------------------------------------- |  | - | ---- | -
|Postretirement benefit obligation                                   |  | $ | (0.1 | )
|Service and interest cost components of postretirement benefit cost |  |   | (0.1 | )

Product liability

As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related damages for substantial money damages,
product recall actions and higher than anticipated rates of warranty returns or other returns of goods. Each year the Company sets its product liability insurance program, which is an occurrence-based program based on current and historical claims
experience and the availability and cost of related insurance.

Product 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.

Stock-Based Compensation

The
fair value of stock options is determined using the Black-Scholes option-pricing. The fair value of the market-based restricted stock awards is determined using a Monte Carlo simulation embedded in a lattice model, and for all other restricted stock
awards are based on the closing price of the Companys common stock on the date of grant. The determination of the fair value of the Companys stock option awards and restricted stock awards is based on a variety of factors including, but
not limited to, the Companys common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally, the Company estimates forfeiture for options and restricted stock
awards at the grant date of the award based on historical experience and are adjusted as necessary if actual forfeitures differ from these estimates. Certain performance awards require managements judgement as to whether performance targets
will be achieved.



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Product Warranty Costs

The Company recognizes warranty costs based on an estimate of amounts required to meet future warranty obligations arising as part of the sale of its
products. In accordance with SFAS No. 5 Accounting for Contingencies, the Company accrues an estimated liability at the time of a product sale based on historical claim rates applied to current period sales, as well as any
information applicable to current product sales that may indicate a deviation from such historical claim rate trends.

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 various of its subsidiaries have been identified by the United States Environmental Protection Agency or a state environmental agency as a Potentially Responsible Party pursuant to the federal Superfund Act and/or state
Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently
involved in will have a material adverse effect upon the financial condition, results of operations, cash flows or competitive position of the Company. It is possible, that as additional information becomes available, the impact on the Company of an
adverse determination could have a different effect.

New and Pending Accounting Pronouncements

During 2008, 2007 and 2006, the Company adopted various accounting standards. A description of these standards and their effect on the consolidated
financial statements are described in Note 2 to the consolidated financial statements.

Pending standards and their estimated effect on the
Companys consolidated financial statements are described in Note 1 to the consolidated financial statements.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the
Company. The Company may from time to time make written or oral statements that are forward-looking, including statements contained in this report and other filings with the Securities and Exchange Commission and in reports to its
shareholders. Such forward-looking statements include the Companys repurchase of shares of common stock from time to time under the Companys repurchase program, the outlook for Jardens markets and the demand for its products,
earnings per share, estimated sales, segment earnings, the renewability of our credit facilities, cash flows from operations, future revenues and margin requirement and expansion, organic growth, the amount of reorganization charges, the success of
new product introductions, growth or savings in costs and expenses and the impact of acquisitions, divestitures, restructurings, securities offerings and other unusual items, including Jardens ability to successfully integrate and obtain the
anticipated results and synergies from its acquisitions. These statements are made on the basis of managements views and assumptions as of the time the statements are made and the Company undertakes no obligation to update these statements.
There can be no assurance, however, that its expectations will necessarily come to pass. Significant factors affecting these expectations are set forth under Item 1ARisk Factors of this Annual Report on Form 10-K.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

In general, business enterprises can be exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and certain commodity prices, and that can affect the cost of operating, investing and financing under
those conditions. The Company believes it has moderate exposure to these risks. The Company assesses market risk based on changes in interest rates, foreign currency rates and commodity prices



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utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in these rates
and prices. At December 31, 2008, the interest rate on approximately 67% of the Companys debt was fixed by either the nature of the obligation or through interest rate swap contracts.

The Company is exposed to interest rate risk on its variable rate debt and price risk on its fixed rate debt. As such, the Company monitors the interest
rate environment and uses interest rate swap agreements to manage its interest rate risk and price risk by balancing its exposure to fixed and variable interest rates while attempting to minimize interest costs. As of December 31, 2008,
approximately $0.9 billion of Companys debt is comprised of variable-rate debt. The remainder of the debt carries a fixed rate either by nature or through the use of interest rate swaps. A hypothetical 10% change in these interest rates would
change interest expense by approximately $4.1 million and the fair values of fixed rate debt by approximately $38 million.

While the
Company transacts business predominantly in U.S. dollars and most of its revenues are collected in U.S. dollars, a substantial portion of the Companys operating costs are denominated in other currencies, such as the British pound, Canadian
dollar, Chinese renminbi, European euro, Japanese yen, Mexican peso, and Venezuelan bolivar. Changes in the relation of these and other currencies to the U.S. dollar will affect Companys sales and profitability and could result in exchange
losses. For 2008, approximately 40% of the Companys sales were denominated in foreign currencies, the most significant of which were: Euro dollarsapproximately 12% and Canadian dollarsapproximately 6%. The primary purpose of the
Companys foreign currency hedging activities is to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases sales. A hypothetical 10% change in foreign currency rates would not have a
material effect on foreign currency gains and losses related to the foreign currency derivatives or the fair value of the Companys foreign currency derivatives.

The Company is exposed to the price risk that the rising cost of commodities has on certain of its raw materials. As such, the Company monitors the commodities markets and 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 these Companys raw materials. A hypothetical 10% change in the commodity prices underlying the derivatives
would not have a material effect on the fair value commodity derivatives and the related gains and losses included in the Companys results of operations.

The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated institutions; however, the Company does not anticipate
non-performance by such counterparties.

The Company does not enter into derivative financial instruments for trading purposes.



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|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of Jarden Corporation

In our opinion, the consolidated balance sheet and related consolidated statements of income,
stockholders equity and cash flows present fairly, in all material respects, the financial position of Jarden Corporation and its subsidiaries at December 31, 2008, and the results of their operations and their cash flows for the year
then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(2) presents fairly, in all material
respects, the information set forth therein for the year ended December 31, 2008 when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on
the Companys internal control over financial reporting based on our integrated audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of
the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 23, 2009



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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Jarden Corporation

We have audited the accompanying consolidated balance sheet of Jarden Corporation and subsidiaries (the Company) as of December 31, 2007,
and the related consolidated statements of income, stockholders equity, and cash flows for each of the two years in the period ended December 31, 2007. Our report also included the related financial statement schedule listed in the Index
at Item 15. These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Jarden Corporation and subsidiaries at December 31, 2007, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set
forth therein.

As discussed in Note 2, effective January 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48,Accounting for Uncertainty in Income Taxes , an interpretation of SFAS No. 109. As discussed in Note 2, effective December 31, 2006, the Company adopted SFAS No. 158,Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans , an amendment of FASB statements No. 87, 88, 106 and 132(R).

/s/ Ernst & Young LLP

New York, New York

February 25, 2008



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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)



|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------- |  | - | -------
|                                                                                                                                                                               |  | Years Ended December 31,
|                                                                                                                                                                               |  | 2008                     |         |   | 2007 |   | 2006   
|Net sales                                                                                                                                                                      |  | $                        | 5,383.3 |   |      | $ | 4,660.1 |  | $ | 3,846.3
|Cost of sales                                                                                                                                                                  |  |                          | 3,880.5 |   |      |   | 3,517.4 |  |   | 2,904.0
|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|Gross profit                                                                                                                                                                   |  |                          | 1,502.8 |   |      |   | 1,142.7 |  |   | 942.3  
|Selling, general and administrative expenses (including stock-based compensation of $20.6, $64.0 and $23.0 for the years ended
December 31, 2008, 2007 and 2006, respectively) |  |                          | 1,013.7 |   |      |   | 861.1   |  |   | 604.9  
|Reorganization and acquisition-related integration costs, net                                                                                                                  |  |                          | 59.8    |   |      |   | 49.6    |  |   | 36.8   
|Impairment of goodwill and intangibles                                                                                                                                         |  |                          | 283.2   |   |      |   |        |  |   |       
|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|Operating earnings                                                                                                                                                             |  |                          | 146.1   |   |      |   | 232.0   |  |   | 300.6  
|Interest expense, net                                                                                                                                                          |  |                          | 178.7   |   |      |   | 149.7   |  |   | 112.6  
|Loss on early extinguishment of debt                                                                                                                                           |  |                          |        |   |      |   | 15.7    |  |   |       
|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|Income (loss) before taxes                                                                                                                                                     |  |                          | (32.6   | ) |      |   | 66.6    |  |   | 188.0  
|Income tax provision                                                                                                                                                           |  |                          | 26.3    |   |      |   | 38.5    |  |   | 82.0   
|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|Net income (loss)                                                                                                                                                              |  |                          | (58.9   | ) |      |   | 28.1    |  |   | 106.0  
|                                                                                                                                                                               |  |                          |         |   |      |   |         |  |   |        
|Earnings (loss) per share:                                                                                                                                                     |  |                          |         |   |      |   |         |  |   |        
|Basic                                                                                                                                                                          |  | $                        | (0.78   | ) |      | $ | 0.39    |  | $ | 1.62   
|Diluted                                                                                                                                                                        |  | $                        | (0.78   | ) |      | $ | 0.38    |  | $ | 1.59   
|Weighted average shares outstanding:                                                                                                                                           |  |                          |         |   |      |   |         |  |   |        
|Basic                                                                                                                                                                          |  |                          | 75.2    |   |      |   | 71.9    |  |   | 65.4   
|Diluted                                                                                                                                                                        |  |                          | 75.2    |   |      |   | 73.3    |  |   | 66.5   



The accompanying notes are
an integral part of the consolidated financial statements.



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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)



|                                                                                                                         |  |                    |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                         |  | As of December 31, |        
|                                                                                                                         |  | 2008               |         |   | 2007 |  
|Assets                                                                                                                   |  |                    |         |   |      |   |         |  
|Current assets:                                                                                                          |  |                    |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                |  | $                  | 392.8   |   |      | $ | 220.5   |  
|Accounts receivable, net of allowances of $65.2 in 2008, $72.3 in 2007                                                   |  |                    | 894.1   |   |      |   | 978.5   |  
|Inventories                                                                                                              |  |                    | 1,180.4 |   |      |   | 1,126.2 |  
|Deferred taxes on income                                                                                                 |  |                    | 147.3   |   |      |   | 140.5   |  
|Prepaid expenses and other current assets                                                                                |  |                    | 114.5   |   |      |   | 84.5    |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total current assets                                                                                                     |  |                    | 2,729.1 |   |      |   | 2,550.2 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Non-current assets:                                                                                                      |  |                    |         |   |      |   |         |  
|Property, plant and equipment, net                                                                                       |  |                    | 506.9   |   |      |   | 510.9   |  
|Goodwill                                                                                                                 |  |                    | 1,476.1 |   |      |   | 1,610.8 |  
|Intangibles, net                                                                                                         |  |                    | 936.6   |   |      |   | 1,126.6 |  
|Other assets                                                                                                             |  |                    | 78.3    |   |      |   | 69.6    |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total assets                                                                                                             |  | $                  | 5,727.0 |   |      | $ | 5,868.1 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Liabilities and stockholders equity                                                                                     |  |                    |         |   |      |   |         |  
|Current liabilities:                                                                                                     |  |                    |         |   |      |   |         |  
|Short-term debt and current portion of long-term debt                                                                    |  | $                  | 431.4   |   |      | $ | 297.8   |  
|Accounts payable                                                                                                         |  |                    | 422.1   |   |      |   | 439.3   |  
|Accrued salaries, wages and employee benefits                                                                            |  |                    | 142.0   |   |      |   | 134.6   |  
|Taxes on income                                                                                                          |  |                    | 22.7    |   |      |   | 20.9    |  
|Other current liabilities                                                                                                |  |                    | 336.2   |   |      |   | 387.8   |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total current liabilities                                                                                                |  |                    | 1,354.4 |   |      |   | 1,280.4 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Long-term debt                                                                                                           |  |                    | 2,436.9 |   |      |   | 2,449.5 |  
|Deferred taxes on income                                                                                                 |  |                    | 232.8   |   |      |   | 335.2   |  
|Other non-current liabilities                                                                                            |  |                    | 318.7   |   |      |   | 264.4   |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total liabilities                                                                                                        |  |                    | 4,342.8 |   |      |   | 4,329.5 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Commitments and contingencies                                                                                            |  |                    |        |   |      |   |        |  
|                                                                                                                         |  |                   
|Stockholders equity:                                                                                                    |  |                    |         |   |      |   |         |  
|Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at December 31, 2008 and 2007) |  |                    |        |   |      |   |        |  
|Common stock ($0.01 par value, 150 shares authorized, 78.4 shares issued at December 31, 2008 and 2007)                  |  |                    | 0.8     |   |      |   | 0.8     |  
|Additional paid-in capital                                                                                               |  |                    | 1,264.1 |   |      |   | 1,246.5 |  
|Retained earnings                                                                                                        |  |                    | 229.5   |   |      |   | 288.8   |  
|Accumulated other comprehensive income (loss)                                                                            |  |                    | (51.8   | ) |      |   | 47.5    |  
|Less: Treasury stock (2.8 and 1.6 shares, at cost, at December 31, 2008 and 2007, respectively)                          |  |                    | (58.4   | ) |      |   | (45.0   | )
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total stockholders equity                                                                                               |  |                    | 1,384.2 |   |      |   | 1,538.6 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                               |  | $                  | 5,727.0 |   |      | $ | 5,868.1 |  
|                                                                                                                         |  |                    |         |   |      |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)



|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                                                  |  | Years Ended December 31, |       
|                                                                                  |  | 2008                     |        |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                             |  |                          |        |   |      |   |         |      |  |   |        |  
|Net income (loss)                                                                 |  | $                        | (58.9  | ) |      | $ | 28.1    |      |  | $ | 106.0  |  
|Reconciliation of net income (loss) to net cash provided by operating activities: |  |                          |        |   |      |   |         |      |  |   |        |  
|Depreciation and amortization                                                     |  |                          | 120.3  |   |      |   | 96.4    |      |  |   | 66.4   |  
|Impairment of goodwill and intangibles                                            |  |                          | 283.2  |   |      |   |        |      |  |   |       |  
|Loss on early extinguishment of debt                                              |  |                          |       |   |      |   | 15.7    |      |  |   |       |  
|Deferred income taxes                                                             |  |                          | (36.6  | ) |      |   | (17.4   | )    |  |   | 42.0   |  
|Stock-based compensation                                                          |  |                          | 20.6   |   |      |   | 64.0    |      |  |   | 23.0   |  
|Other                                                                             |  |                          | 24.7   |   |      |   | 17.2    |      |  |   | 3.9    |  
|Changes in operating assets and liabilities, net of effects from acquisitions:    |  |                          |        |   |      |   |         |      |  |   |        |  
|Accounts receivable                                                               |  |                          | 41.5   |   |      |   | 2.4     |      |  |   | (21.5  | )
|Inventory                                                                         |  |                          | (95.2  | ) |      |   | 142.3   |      |  |   | (3.5   | )
|Accounts payable                                                                  |  |                          | (12.2  | ) |      |   | 10.4    |      |  |   | 20.8   |  
|Accrued salaries, wages and employee benefits                                     |  |                          | 8.4    |   |      |   | (10.7   | )    |  |   | 1.3    |  
|Other assets and liabilities                                                      |  |                          | (45.9  | ) |      |   | (43.6   | )    |  |   | (2.4   | )
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Net cash provided by operating activities                                         |  |                          | 249.9  |   |      |   | 304.8   |      |  |   | 236.0  |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Cash flows from financing activities:                                             |  |                          |        |   |      |   |         |      |  |   |        |  
|Net change in short-term debt                                                     |  |                          | 131.5  |   |      |   | 216.2   |      |  |   | (6.6   | )
|Proceeds from issuance of long-term debt                                          |  |                          | 25.0   |   |      |   | 1,350.0 |      |  |   |       |  
|Payments on long-term debt                                                        |  |                          | (25.0  | ) |      |   | (793.2  | )    |  |   | (86.9  | )
|Proceeds from issuance of stock, net of transaction fees                          |  |                          | 2.1    |   |      |   | 10.7    |      |  |   | 145.3  |  
|Repurchase of common stock and shares tendered for taxes                          |  |                          | (23.5  | ) |      |   | (66.9   | )    |  |   | (50.0  | )
|Debt issuance costs                                                               |  |                          | (3.0   | ) |      |   | (36.7   | )    |  |   | (3.8   | )
|Other, net                                                                        |  |                          | (2.5   | ) |      |   | 0.5     |      |  |   | 6.4    |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Net cash provided by financing activities                                         |  |                          | 104.6  |   |      |   | 680.6   |      |  |   | 4.4    |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Cash flows from investing activities:                                             |  |                          |        |   |      |   |         |      |  |   |        |  
|Additions to property, plant and equipment                                        |  |                          | (102.2 | ) |      |   | (81.2   | )    |  |   | (68.8  | )
|Acquisitions and earnout payments, net of cash acquired                           |  |                          | (42.6  | ) |      |   | (909.5  | )    |  |   | (209.8 | )
|Other                                                                             |  |                          | (30.7  | ) |      |   | 18.1    |      |  |   | 1.1    |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Net cash used in investing activities                                             |  |                          | (175.5 | ) |      |   | (972.6  | )    |  |   | (277.5 | )
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                          | (6.7   | ) |      |   | 5.1     |      |  |   | 2.6    |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                              |  |                          | 172.3  |   |      |   | 17.9    |      |  |   | (34.5  | )
|Cash and cash equivalents at beginning of period                                  |  |                          | 220.5  |   |      |   | 202.6   |      |  |   | 237.1  |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Cash and cash equivalents at end of period                                        |  | $                        | 392.8  |   |      | $ | 220.5   |      |  | $ | 202.6  |  
|                                                                                  |  |                          |        |   |      |   |         |      |  |   |        |  
|Supplemental cash disclosures:                                                    |  |                          |        |   |      |   |         |      |  |   |        |  
|Taxes paid                                                                        |  | $                        | 54.8   |   |      | $ | 50.5    |      |  | $ | 32.9   |  
|Interest paid                                                                     |  |                          | 182.4  |   |      |   | 152.5   |      |  |   | 116.0  |  
|Non-cash activity:                                                                |  |                          |        |   |      |   |         |      |  |   |        |  
|Long-term debt issued for acquisition of business                                 |  | $                        |       |   |      | $ | 94.1    |      |  | $ |       |  
|Shares and other equity issued for acquisition of business                        |  |                          |       |   |      |   | 214.1   |      |  |   |       |  

The accompanying notes are an integral part of the consolidated financial statements.



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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

(in millions)



|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------ |  | -------------- | --- | ------ | --------------- | - | ------------------------ | - | ----- | ---------------- |  | ------ | ------------------------------------------ | - | - | ----- | - | ------- | - |  | - | ----- | - |  | - | ----- | - |  | - | ------- | -
|                                                                                  |  | Common Stock |  | Treasury Stock |     |        | Preferred Stock |   | AdditionalPaid-InCapital |   |       | RetainedEarnings |  |        | AccumulatedOtherComprehensiveIncome (Loss) |   |   | Total |  
|                                                                                  |  | Shares       |  | Amount         |     | Shares |                 |   | Amount                   |   |       | Shares           |  | Amount |                                            |   |   |      
|Balance, December 31, 2005                                                        |  | 68.8         |  | $              | 0.7 |        | (0.7            | ) |                          | $ | (25.5 | )                |  |       |                                            | $ |  |       | $ | 877.3   |   |  | $ | 155.3 |   |  | $ | (4.0  | ) |  | $ | 1,003.8 |  
|Net income                                                                        |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   | 106.0 |   |  |   |      |   |  |   | 106.0   |  
|Comprehensive income:                                                             |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Cumulative translation adjustment                                                 |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 11.2  |   |  |   | 11.2    |  
|Derivative transactions, net                                                      |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 10.1  |   |  |   | 10.1    |  
|Minimum pension liability, net                                                    |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 1.5   |   |  |   | 1.5     |  
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Comprehensive income                                                              |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | 128.8   |  
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Adjustment to initially apply FASB Statement No. 158, net of tax                  |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 7.7   |   |  |   | 7.7     |  
|Proceeds from issuance of common stock                                            |  | 4.0          |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 138.6   |   |  |   |      |   |  |   |      |   |  |   | 138.6   |  
|Restricted stock awards, stock options exercised and stock plan purchases         |  |             |  |                |    |        | 1.7             |   |                          |   | 51.4  |                  |  |       |                                            |   |  |       |   | (44.2   | ) |  |   |      |   |  |   |      |   |  |   | 7.2     |  
|Restricted stock awards canceled and shares tendered for stock options and taxes  |  |             |  |                |    |        | (0.2            | ) |                          |   | (6.3  | )                |  |       |                                            |   |  |       |   | 5.4     |   |  |   |      |   |  |   |      |   |  |   | (0.9    | )
|Stock-based compensation                                                          |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 22.2    |   |  |   |      |   |  |   |      |   |  |   | 22.2    |  
|Shares repurchased                                                                |  |             |  |                |    |        | (2.0            | ) |                          |   | (50.0 | )                |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | (50.0   | )
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Balance, December 31, 2006                                                        |  | 72.8         |  | $              | 0.7 |        | (1.2            | ) |                          | $ | (30.4 | )                |  |       |                                            | $ |  |       | $ | 999.3   |   |  | $ | 261.3 |   |  | $ | 26.5  |   |  | $ | 1,257.4 |  
|Net income                                                                        |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   | 28.1  |   |  |   |      |   |  |   | 28.1    |  
|Comprehensive income:                                                             |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Cumulative translation adjustment                                                 |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 26.6  |   |  |   | 26.6    |  
|Derivative transactions, net                                                      |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | (18.1 | ) |  |   | (18.1   | )
|Accrued benefit costs, net                                                        |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 12.5  |   |  |   | 12.5    |  
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Comprehensive income                                                              |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | 49.1    |  
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Adjustment to initially apply FIN 48                                              |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   | (0.6  | ) |  |   |      |   |  |   | (0.6    | )
|Restricted stock awards, stock options exercised and stock plan purchases         |  |             |  |                |    |        | 1.9             |   |                          |   | 59.2  |                  |  |       |                                            |   |  |       |   | (48.1   | ) |  |   |      |   |  |   |      |   |  |   | 11.1    |  
|Restricted stock awards cancelled and shares tendered for stock options and taxes |  |             |  |                |    |        | (1.2            | ) |                          |   | (44.7 | )                |  |       |                                            |   |  |       |   | 9.1     |   |  |   |      |   |  |   |      |   |  |   | (35.6   | )
|Stock-based compensation                                                          |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 61.4    |   |  |   |      |   |  |   |      |   |  |   | 61.4    |  
|Shares repurchased                                                                |  |             |  |                |    |        | (1.1            | ) |                          |   | (29.1 | )                |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | (29.1   | )
|Shares and warrant issued for acquisitions                                        |  | 5.6          |  |                | 0.1 |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 214.0   |   |  |   |      |   |  |   |      |   |  |   | 214.1   |  
|Beneficial conversion feature of convertible debt                                 |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 8.0     |   |  |   |      |   |  |   |      |   |  |   | 8.0     |  
|Conversion of convertible debt                                                    |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 2.8     |   |  |   |      |   |  |   |      |   |  |   | 2.8     |  
|                                                                                  |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Balance, December 31, 2007                                                        |  | 78.4         |  | $              | 0.8 |        | (1.6            | ) |                          | $ | (45.0 | )                |  |       |                                            | $ |  |       | $ | 1,246.5 |   |  | $ | 288.8 |   |  | $ | 47.5  |   |  | $ | 1,538.6 |  

The accompanying notes are an integral part of the consolidated financial statements.



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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (continued)

(in millions)



|                                                                                                    |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------ |  | -------------- | --- | ------ | --------------- | - | ------------------------ | - | ----- | ---------------- |  | ------ | ------------------------------------------ | - | - | ----- | - | ------- | - |  | - | ----- | - |  | - | ----- | - |  | - | ------- | -
|                                                                                                    |  | Common Stock |  | Treasury Stock |     |        | Preferred Stock |   | AdditionalPaid-InCapital |   |       | RetainedEarnings |  |        | AccumulatedOtherComprehensiveIncome (Loss) |   |   | Total |  
|                                                                                                    |  | Shares       |  | Amount         |     | Shares |                 |   | Amount                   |   |       | Shares           |  | Amount |                                            |   |   |      
|Balance, December 31, 2007                                                                          |  | 78.4         |  | $              | 0.8 |        | (1.6            | ) |                          | $ | (45.0 | )                |  |       |                                            | $ |  |       | $ | 1,246.5 |   |  | $ | 288.8 |   |  | $ | 47.5  |   |  | $ | 1,538.6 |  
|Net loss                                                                                            |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   | (58.9 | ) |  |   |      |   |  |   | (58.9   | )
|Comprehensive loss:                                                                                 |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Cumulative translation adjustment                                                                   |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | (50.0 | ) |  |   | (50.0   | )
|Derivative transactions, net                                                                        |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | 9.5   |   |  |   | 9.5     |  
|Accrued benefit costs, net                                                                          |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   | (58.8 | ) |  |   | (58.8   | )
|                                                                                                    |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Comprehensive loss                                                                                  |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | (158.2  | )
|                                                                                                    |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Adjustment to initially apply the measurement date provisions of FASB Statement No. 158, net of tax |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   |        |   |  |   | (0.4  | ) |  |   |      |   |  |   | (0.4    | )
|Restricted stock awards, stock options exercised and stock plan purchases                           |  |             |  |                |    |        | 0.5             |   |                          |   | 14.7  |                  |  |       |                                            |   |  |       |   | (8.8    | ) |  |   |      |   |  |   |      |   |  |   | 5.9     |  
|Restricted stock awards cancelled and shares tendered for stock options and taxes                   |  |             |  |                |    |        | (0.2            | ) |                          |   | (5.0  | )                |  |       |                                            |   |  |       |   | 4.6     |   |  |   |      |   |  |   |      |   |  |   | (0.4    | )
|Stock-based compensation                                                                            |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 20.6    |   |  |   |      |   |  |   |      |   |  |   | 20.6    |  
|Shares repurchased                                                                                  |  |             |  |                |    |        | (1.5            | ) |                          |   | (23.1 | )                |  |       |                                            |   |  |       |   |        |   |  |   |      |   |  |   |      |   |  |   | (23.1   | )
|Other                                                                                               |  |             |  |                |    |        |                |   |                          |   |      |                  |  |       |                                            |   |  |       |   | 1.2     |   |  |   |       |   |  |   |       |   |  |   | 1.2     |  
|                                                                                                    |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  
|Balance, December 31, 2008                                                                          |  | 78.4         |  | $              | 0.8 |        | (2.8            | ) |                          | $ | (58.4 | )                |  |       |                                            | $ |  |       | $ | 1,264.1 |   |  | $ | 229.5 |   |  | $ | (51.8 | ) |  | $ | 1,384.2 |  
|                                                                                                    |  |              |  |                |     |        |                 |   |                          |   |       |                  |  |        |                                            |   |   |       |   |         |   |  |   |       |   |  |   |       |   |  |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



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JARDEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Business and Significant Accounting Policies

Business

Jarden Corporation and its subsidiaries (hereinafter referred to as the Company or
Jarden) is a leading provider of a broad range of consumer products. Jardens three primary business segments, Outdoor Solutions, Consumer Solutions and Branded Consumables, manufacture or source, market and distribute a number of
well recognized brands, including: Outdoor Solutions: Abu Garcia®, Adio®, Berkley®, Campingaz®, Coleman®, Fenwick®,
Gulp!®, JT®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Planet
Earth®, Rawlings®, Shakespeare®, Sevylor®, Stearns®, Stren®, Trilene®, Ugly
Stik® and Völkl® ;Consumer Solutions: Bionaire®,
Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam® and
VillaWare®; andBranded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®,
Java-Log®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®. In addition to the three primary business segments described
above, the Companys Process Solutions segment manufactures, markets and distributes a wide variety of plastic and zinc base products.

On August 8, 2007, the Company acquired all of the outstanding shares of K2 Inc. (the Acquisition), a leading provider of branded consumer products in the global sports equipment market (see Note 3). The Companys
results of operations for 2007 include the results of K2 Inc. (K2) from August 8, 2007 (the Acquisition Date).

On April 6, 2007, the Company acquired Pure Fishing, Inc. (Pure Fishing), a leading global provider of fishing equipment (see Note 3). The Companys results of operations for 2007 include the results of Pure Fishing
from April 6, 2007.

Basis of Presentation

The Consolidated Financial Statements include the consolidated accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America
(GAAP).

All significant intercompany transactions and balances have been eliminated upon consolidation. Unless otherwise
indicated, references in the Consolidated Financial Statements to 2008, 2007 and 2006 are to Jardens calendar years ended December 31, 2008, 2007 and 2006, respectively.

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

Foreign Operations

The functional currency for most of the consolidated foreign operations is the local currency. Assets and liabilities are translated at the year-end
exchange rates; income and expenses are translated at average exchange rates during the year. Net unrealized exchange adjustments arising on the translation of foreign currency financial statements are reported as cumulative translation adjustments
within accumulated other comprehensive income. Foreign currency transaction gains and losses are included in the results of operation and are generally classified in selling, general and administrative expenses. For 2008, $14.3 of foreign currency
transaction losses were recorded. Prior period amounts were not material.

The U.S dollar is the functional currency for certain foreign
subsidiaries that conduct their business primarily in U.S. dollars. As such, monetary items are translated at current exchange rates, and non-monetary items are translated at historical exchange rates.



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Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires estimates and assumptions that affect amounts reported and
disclosed in the financial statements and accompanying notes. Actual results could differ materially from those estimates. Significant accounting estimates and assumptions are used for, but not limited to: the allowance for doubtful accounts; assets
impairments; useful lives of tangible and intangible assets; pension and postretirement liabilities; tax valuation allowances and unrecognized tax benefits; reserves for sales returns and allowances; product warranty; product liability; excess and
obsolete inventory; and litigation and environmental exposures.

Concentrations of Credit Risk

Substantially all of the Companys trade receivables are due from retailers and distributors located throughout Asia, Canada, Europe, Latin America
and the United States. Approximately 19%, 20% and 21% of the Companys consolidated net sales in 2008, 2007 and 2006, respectively, were to a single customer who purchased product from the Companys three primary business segments: Outdoor
Solutions, Consumer Solutions and Branded Consumables.

Cash and Cash Equivalents

The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The
Company provides credit, in the normal course of business, to its customers. The Company maintains an allowance for doubtful customer accounts for estimated losses that may result from the inability of the Companys customers to make required
payments. That estimate is based on a variety of factors, including historical collection experience, current economic and market conditions, and a review of the current status of each customers trade accounts receivable. The Company charges
actual losses when incurred to this allowance.

Leasehold Improvements

Leasehold improvements are recorded at cost less accumulated amortization. Improvements are amortized over the shorter of the remaining lease term (and
any renewal period if such a renewal is reasonably assured at inception) or the estimated useful lives of the assets.

Property,
Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Maintenance and repair costs
are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. The Company reviews property, plant and equipment for impairment whenever events or circumstances indicate that carrying amounts may not be
recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value.

The Company provides for depreciation primarily using the straight-line method in amounts that allocate the cost of property, plant and equipment over the following ranges of useful lives:



|                                                                 |  |              
|---------------------------------------------------------------- |  | -------------
|Buildings and improvements                                       |  | 5 to 45 years
|Machinery, equipment and tooling (includes capitalized software) |  | 3 to 25 years
|Furniture and fixtures                                           |  | 3 to 10 years

Land is not depreciated.



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Goodwill and Intangible Assets

Goodwill and certain intangibles (primarily trademarks and tradenames) are not amortized; however, they are subject to evaluation for impairment using a
fair value based test. This evaluation is performed annually, during the fourth quarter or more frequently if facts and circumstances warrant. The fair value based test for goodwill is a two-step test. The first step involves comparing the fair
value of each of its reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company is required to proceed to the second step. In the second step,
the fair value of the reporting unit would be allocated to the assets (including unrecognized intangibles) and liabilities of the reporting unit, with any residual representing the implied fair value of goodwill. An impairment loss would be
recognized if, and to the extent that, the carrying value of goodwill exceeded the implied value. During 2008, the Company recorded an impairment charge of $283 for goodwill and intangibles (see Note 6). For 2007 and 2006, the Company did not
experience any impairments.

Amortization

Deferred debt issue costs are amortized over the term of the related debt. Identifiable intangible assets are recognized apart from goodwill and are amortized over their estimated, useful lives, except for
identifiable intangible assets with indefinite lives, which are not amortized.

Revenue Recognition

The Company recognizes revenues at the time of product shipment or delivery, depending upon when title and risk of loss passes, to unaffiliated customers,
and when all of the following have occurred: a firm sales agreement is in place, pricing is fixed or determinable, and collection is reasonably assured. Revenue is recognized as the net amount estimated to be received after deducting estimated
amounts for product returns, discounts and allowances. The Company estimates future product returns based upon historical return rates and its reasonable judgment.

Cost of Sales

The Companys cost of sales includes the costs of raw materials and
finished goods purchases, manufacturing costs and warehouse and distribution costs.

Advertising Costs

Advertising costs consist primarily of ad demo, cooperative advertising, media placement and promotions, and are expensed as incurred. The amounts charged
to advertising and included in selling, general and administrative (SG&A) expenses in the Consolidated Statements of Income for 2008, 2007 and 2006 were $124.5, $104.3 and $68.4, respectively.

Product Warranty Costs

The
Company recognizes warranty costs based on an estimate of amounts required to meet future warranty obligations arising as a cost of the sale of its products. The Company accrues an estimated liability at the time of a product sale based on
historical claim rates applied to current period sales, as well as any information applicable to current product sales that may indicate a deviation from such historical claim rate trends. Warranty reserves are included within Other current
liabilities and Other non-current liabilities in the Companys Consolidated Balance Sheets.

Sales Incentives
and Trade Promotion Allowances

The Company offers sales incentives and promotional programs to its reseller customers from time to
time in the normal course of business. These incentives and promotions typically include arrangements known as slotting fees, cooperative advertising and buydowns, and the Company accounts for these transactions consistent



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with the requirements of FASB Emerging Issues Task Force (EITF) No. 01-9 Accounting for Consideration Given by a Vendor to a Customer
(including a Reseller of the Vendors Products). The majority of such arrangements are recorded as a reduction to net sales in the Companys Consolidated Statements of Income. However, pursuant to the applicable provisions of EITF
No. 01-9, the Company does include consideration granted in certain of these transactions as SG&A expenses in its Consolidated Statements of Income.

Income Taxes

Deferred taxes are provided for differences between the financial statement and
tax basis of assets and liabilities using enacted tax rates. The Company established a valuation allowance against a portion of the net tax benefit associated with all carryforwards and temporary differences in a prior year, as it was more likely
than not that these would not be fully utilized in the available carryforward period. A portion of this valuation allowance remained as of December 31, 2008 and 2007 (see Note 12).

Components of Accumulated other comprehensive income are presented net of tax at the applicable statutory rates and are primarily generated
domestically.

Disclosures about Fair Value of Financial Instruments and Credit Risk

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued
liabilities approximate their fair market values due to the short-term maturities of these instruments. The fair market value of the Companys 71/2% Senior Subordinated Notes was determined based on quoted market prices (see Note 9). The fair market value of the Companys other long-term debt was estimated using interest rates currently available to the
Company for debt with similar terms and maturities (see Note 9).

Unless otherwise disclosed in the notes to the consolidated
financial statements, the estimated fair value of financial assets and liabilities approximates carrying value.

Financial instruments that
potentially subject the Company to credit risk consist primarily of trade receivables and interest-bearing investments. Trade receivable credit risk is limited due to the diversity of the Companys customers and the Companys ongoing
credit review procedures. Collateral for trade receivables is generally not required. The Company places its interest-bearing cash equivalents with major financial institutions.

The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are
highly rated institutions; however, the Company does not anticipate non-performance by such counterparties.

Derivative Financial
Instruments

The Company enters into interest rate swaps to manage interest rate risk on its variable rate debt. The Company
designates the interest rate swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments. Interest expense is adjusted to include the payments to be made or received under the swap agreements.

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 are deferred as a component of accumulated other comprehensive income and are recognized in earnings at the same time that the hedged item affects earnings and are included in the same caption in the
statement of income as the underlying hedged item.



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

Fair Value Measurements

SFAS 157 (defined hereafter in Note 2) defines three levels of inputs that may be used to measure fair value and requires that the assets or liabilities carried at fair value be disclosed by the input level under
which they were valued. The input levels defined under SFAS 157 are as follows:

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

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

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

The following table summarizes assets and liabilities that are measured at fair value on a recurring basis at December 31, 2008 (in millions):



|                              |  |                                               |      |         |   |       |       |  |   |       |  
|----------------------------- |  | --------------------------------------------- | ---- | ------- | - | ----- | ----- |  | - | ----- | -
|                              |  | December 31, 2008Fair Value Asset (Liability) |     
|                              |  | 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.

Stock-Based Compensation

The
Company estimates the fair value of share-based awards on the date of grant, which is generally the date the award is approved by the Board of Directors, The fair value of stock options is determined using the Black-Scholes option-pricing model. The
fair value of the market-based restricted stock awards is determined using a Monte Carlo simulation embedded in a lattice model, and for all other restricted stock awards based on the closing price of the Companys common stock on the date of
grant. The determination of the fair value of the Companys stock option awards and restricted stock awards is based on a variety of factors including, but not limited to, the Companys common stock price, expected stock price volatility
over the expected life of awards, and actual and projected exercise behavior (see Note 13). Additionally the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience. The forfeiture estimate is
revised as necessary if actual forfeitures differ from these estimates.

The Company issues restricted share awards whose restrictions
lapse upon either the passage of time (service vesting), achieving performance targets, attaining Company common stock price thresholds, or some combination of these restrictions. For those restricted share awards with common stock price thresholds,
the fair



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values were determined using a Monte Carlo simulation embedded in a lattice model. The fair value for all other restricted share awards were based on the
closing price of the Companys common stock on the dates of grant. For those restricted share awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For those
restricted share awards with market conditions, the Company recognizes compensation cost on a straight-line basis over the derived service period unless the market condition is satisfied prior to the end of the derived service period. For
performance only awards, the Company recognizes compensation cost on a straight-line basis over the implicit service period which represents the Companys best estimates for when the target will be achieved. If it becomes apparent the original
service periods are no longer accurate, the remaining unrecognized compensation cost will be recognized over the revised service periods. For restricted share awards that contain both service and market or performance vesting conditions,
compensation cost is recognized over the shorter of the two conditions if only one of the conditions must be met or the longer of the two conditions if both must be met.

For restricted awards that contain performance or market vesting conditions, the Company excludes these awards from diluted earning per share computations until the contingency is met as of the end of that reporting
period.

Pension and Postretirement Plans

The Company records annual amounts relating to its pension and postretirement plans based on calculations which include various actuarial assumptions, including discount rates, assumed rates of return, compensation
increases, turnover rates and healthcare cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The
effect of modifications is generally recorded or amortized over future service periods. The assumptions utilized in recording its obligations under its plans are based on its experience, market conditions and input from its actuaries and investment
advisors.

Reorganization and Acquisition-Related Integration Costs

Reorganization and acquisition-related integration costs include costs associated with exit or disposal activities, which do not meet the criteria of
discontinued operations, including costs for employee and lease terminations, facility closing or other exit activities. Additionally, these costs include expenses directly related to integrating and reorganizing acquired businesses and include
items such as employee retention costs, recruiting costs, certain moving costs, certain duplicative costs during integration and asset impairments.

New Accounting Standards

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

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



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

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. Earlier adoption is prohibited. The Company is currently
assessing the impact of SFAS 160 on its consolidated financial position and results of operations.

On December 4, 2007, the FASB
issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) significantly changes the financial accounting and reporting for business combinations. The provisions of SFAS 141(R) in part include requirements
to recognize, with certain exceptions, 100 percent of the fair values of assets acquired, liabilities assumed, and noncontrolling interests in acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in
control of the acquired entity; measure acquirer shares issued in consideration for a business combination at fair value on the acquisition date; recognize contingent consideration arrangements at their acquisition-date fair values, with subsequent
changes in fair value generally reflected in earnings; expense, as incurred, acquisition-related transaction costs; capitalize acquisition-related restructuring costs only if the appropriate accounting criteria are met as of the acquisition date;
and recognize changes that result from a business combination transaction in an acquirers existing income tax valuation allowances and tax uncertainty accruals as adjustments to income tax expense. SFAS 141(R) will also require any adjustments
related to pre-existing tax contingencies for prior acquisitions to be recorded in the income statement. SFAS 141(R) is generally effective for business combination transactions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company will implement the provisions of SFAS 141(R) for business combinations consummated subsequent to December 31, 2008.

2. Adoption of New Accounting Pronouncements

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



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option established by SFAS 159. As such, the adoption had no impact on the consolidated financial position, results of operations or cash flows of the
Company.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). Among other items, SFAS 158 requires recognition of the overfunded or underfunded status of an entitys defined benefit
postretirement plan as an asset or liability in the financial statements, requires the measurement of defined benefit postretirement plan assets and obligations as of the end of the employers fiscal year and requires recognition of the funded
status of defined benefit postretirement plans in other comprehensive income. The measurement date provisions of SFAS 158 require the measurement of defined benefit plan assets and obligations as of the date of the Companys fiscal year-end
statement of financial position. The Company adopted the measurement date provisions of SFAS 158 for the year ending December 31, 2008 using the second transition approach as defined by SFAS 158. This transition approach allowed the Company to
estimate the effects of the change by using the measurements determined at September 30, 2007 and that were used for the year ended December 31, 2007. The adoption of the measurement date provisions of SFAS 158 did not have a material
affect on the consolidated financial position, results of operations or cash flows of the Company.

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

In June 2006, the FASB issued FASB interpretation No. 48, Accounting for
Uncertainty in Income Taxesan interpretation of FASB No. 109 (FIN 48). FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or
expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 is effective for fiscal years beginning after December 15, 2006. The effect of the adoption of the FIN 48 is
disclosed in Note 12.

3. Acquisitions

2007 Activity

The Company did not complete any acquisitions
during 2008. On April 6, 2007, the Company acquired Pure Fishing, a leading global provider of fishing equipment marketed under well-known fishing brands including Abu-Garcia®,
Berkley®, Fenwick®, Gulp!®, Mitchell ®, Stren® and Trilene®. The consideration consisted of $300 in cash, a $100 five year subordinated
note (the Note) with a 2% coupon and a warrant exercisable into approximately 2.2 million shares of Jarden common stock with an initial exercise price of $45.32 per share (subject to adjustment as provided therein). The purchase
price includes the fair value of the Note at the date of acquisition of approximately $94. In addition to the upfront purchase price, a contingent purchase price payment of up to $50 based on the future financial performance of the acquired business
may be paid and during 2008, $25 of this amount was paid. The Pure Fishing acquisition is consistent with the Companys strategy of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management.

On August 8, 2007, the Company acquired all the outstanding shares of K2, a leading provider of branded consumer products in the global sports
equipment market in exchange for consideration $10.85 in cash per share of K2 common stock and 0.1118 of a share of Jarden common stock for each share of K2 common stock issued



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and outstanding. The total value of the transaction, including debt assumed, was approximately $1.2 billion. The aggregate consideration to the K2
shareholders was approximately $701 and was comprised of a cash payment of approximately $517 and the issuance of approximately 5.3 million common shares of the Company with a fair value of approximately $184. The cash and Jarden common stock
issued in the transaction had a combined value of $14.72 per K2 share, which was calculated using the average of the closing stock price of a share of Jarden common stock on the New York Stock Exchange (NYSE) during the five-day trading
period ending two trading days after the date that the number of shares of Jarden common stock to be received by K2 stockholders was finalized, which was August 6, 2007. The total purchase price of $779, which is net of cash acquired, also
includes: the purchase of K2 share-based awards for $22.7, the Companys investment in K2 prior to the acquisition of $31.1, debt make-whole premiums of $15.4 and other fees and consideration totaling $22.1. In connection with the Acquisition
the Company repaid certain of K2s debt, including accrued interest and the aforementioned make-whole premiums for approximately $341. The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and
liabilities assumed based on their estimated fair values at the date of Acquisition. The excess of the cost of the Acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as
goodwill. The valuation of assets and liabilities has been determined and finalized during 2008 and the purchase price has been allocated as follows (in millions):



|                                           |  |   |        |  
|------------------------------------------ |  | - | ------ | -
|Accounts receivable                        |  | $ | 316.8  |  
|Inventories                                |  |   | 507.1  |  
|Current deferred tax asset                 |  |   | 17.4   |  
|Other current assets                       |  |   | 31.4   |  
|Property, plant and equipment              |  |   | 156.8  |  
|Intangible assets                          |  |   | 171.9  |  
|Goodwill                                   |  |   | 262.3  |  
|Other assets                               |  |   | 11.8   |  
|Non-current deferred tax asset             |  |   | 6.6    |  
|Other current liabilities                  |  |   | (271.0 | )
|Long-term debt                             |  |   | (401.8 | )
|Other liabilities                          |  |   | (30.6  | )
|                                           |  |   |        |  
|Total purchase price, net of cash acquired |  | $ | 778.7  |  
|                                           |  |   |        |  

2006 Activity

During 2006, the Company completed four tuck-in acquisitions, three in the Branded Consumables segment and one in the Consumer Solutions segment.

Pro forma financial information

The aggregate value of the Pure Fishing and tuck-in acquisitions did not have a material effect on the Companys results of operations in 2007 and are therefore not included in the unaudited pro forma financial
information presented herein.



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



|                    |  |                             |        
|------------------- |  | --------------------------- | -------
|                    |  | Year EndedDecember 31, 2007
|                    |  | (in millions)              
|Net sales           |  | $                           | 5,468.7
|Net income          |  |                             | 5.1    
|Earnings per share: |  |                             |        
|Basic               |  | $                           | 0.07   
|Diluted             |  | $                           | 0.07   

The unaudited pro forma financial information for 2007 includes $5.7 for the amortization of
purchased intangibles from the Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information for 2007 also includes $99.3 of non-recurring charges related to the Acquisition for the purchase accounting
adjustment for the elimination of manufacturers profit in inventory and other transaction costs.

4. Inventories

Inventories are stated at the lower-of-cost-or-market with cost being determined principally by the first-in, first-out method (FIFO), and are
comprised of the following at December 31, 2008 and 2007 (in millions):



|                           |  |      |         |      |   |        
|-------------------------- |  | ---- | ------- | ---- | - | -------
|                           |  | 2008 |         | 2007
|Raw materials and supplies |  | $    | 214.8   |      | $ | 203.5  
|Work-in-process            |  |      | 54.5    |      |   | 61.5   
|Finished goods             |  |      | 911.1   |      |   | 861.2  
|                           |  |      |         |      |   |        
|Total inventories          |  | $    | 1,180.4 |      | $ | 1,126.2
|                           |  |      |         |      |   |        

5. Property, Plant and Equipment

Property, plant and equipment, net, consists of the following at December 31, 2008 and 2007 (in millions):



|                                         |  |      |        |   |      |   |        |  
|---------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                         |  | 2008 |        |   | 2007 |  
|Land                                     |  | $    | 36.6   |   |      | $ | 32.0   |  
|Buildings                                |  |      | 208.7  |   |      |   | 168.2  |  
|Machinery and equipment                  |  |      | 697.8  |   |      |   | 642.7  |  
|                                         |  |      |        |   |      |   |        |  
|                                         |  |      | 943.1  |   |      |   | 842.9  |  
|Less: Accumulated depreciation           |  |      | (436.2 | ) |      |   | (332.0 | )
|                                         |  |      |        |   |      |   |        |  
|Total property, plant and equipment, net |  | $    | 506.9  |   |      | $ | 510.9  |  
|                                         |  |      |        |   |      |   |        |  

Depreciation of property, plant and equipment for 2008, 2007 and 2006 was $104.3, $85.0 and $62.9,
respectively.



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6. Goodwill and Intangibles

Goodwill activity for 2008 and 2007 is as follows (in millions):



|                    |  |                                   |         |              |   |                                  |  |                  |      |  |                                     |        |   |                                  |   |      |   |  |   |        
|------------------- |  | --------------------------------- | ------- | ------------ | - | -------------------------------- |  | ---------------- | ---- |  | ----------------------------------- | ------ | - | -------------------------------- | - | ---- | - |  | - | -------
|                    |  | Net Book Valueat December 31,2007 |         | Acquisitions |   | PurchaseAccountingAdjustments(1) |  | ImpairmentCharge |      |  | ForeignExchangeand OtherAdjustments |        |   | Net BookValue AtDecember 31,2008
|Goodwill            |  |                                   |         |              |   |                                  |  |                  |      |  |                                     |        |   |                                  |   |      |   |  |   |        
|Outdoor Solutions   |  | $                                 | 630.3   |              | $ |                                 |  | $                | 16.5 |  | $                                   | (18.5  | ) |                                  | $ | (2.7 | ) |  | $ | 625.6  
|Consumer Solutions  |  |                                   | 484.2   |              |   |                                 |  |                  |     |  |                                     |       |   |                                  |   | (3.1 | ) |  |   | 481.1  
|Branded Consumables |  |                                   | 496.3   |              |   |                                 |  |                  |     |  |                                     | (153.8 | ) |                                  |   | 5.3  |   |  |   | 347.8  
|Process Solutions   |  |                                   |        |              |   | 0.6                              |  |                  | 21.1 |  |                                     |       |   |                                  |   | (0.1 | ) |  |   | 21.6   
|                    |  |                                   |         |              |   |                                  |  |                  |      |  |                                     |        |   |                                  |   |      |   |  |   |        
|                    |  | $                                 | 1,610.8 |              | $ | 0.6                              |  | $                | 37.6 |  | $                                   | (172.3 | ) |                                  | $ | (0.6 | ) |  | $ | 1,476.1
|                    |  |                                   |         |              |   |                                  |  |                  |      |  |                                     |        |   |                                  |   |      |   |  |   |        



|                    |  |                                   |         |              |   |                                        |  |   |                                  |   |  |   |        
|------------------- |  | --------------------------------- | ------- | ------------ | - | -------------------------------------- |  | - | -------------------------------- | - |  | - | -------
|                    |  | Net Book Valueat December 31,2006 |         | Acquisitions |   | ForeignExchange andOtherAdjustments(2) |  |   | Net BookValue AtDecember 31,2007
|Goodwill            |  |                                   |         |              |   |                                        |  |   |                                  |   |  |   |        
|Outdoor Solutions   |  | $                                 | 236.2   |              | $ | 417.2                                  |  | $ | (23.1                            | ) |  | $ | 630.3  
|Consumer Solutions  |  |                                   | 489.7   |              |   |                                       |  |   | (5.5                             | ) |  |   | 484.2  
|Branded Consumables |  |                                   | 497.8   |              |   |                                       |  |   | (1.5                             | ) |  |   | 496.3  
|                    |  |                                   |         |              |   |                                        |  |   |                                  |   |  |   |        
|                    |  | $                                 | 1,223.7 |              | $ | 417.2                                  |  | $ | (30.1                            | ) |  | $ | 1,610.8
|                    |  |                                   |         |              |   |                                        |  |   |                                  |   |  |   |        



|(1) | Comprised primarily of purchase accounting adjustments based upon the final determination of the K2 purchase price allocation (see Note 3).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The goodwill adjustment in 2007 in the Consumer Solutions and Outdoor Solutions segments primarily relate to the recognition of pre-acquisition tax contingencies upon the adoption
of FIN 48. The adjustment to goodwill in Branded Consumables relates to the recognition of pre-acquisition tax contingencies upon the adoption FIN 48, impairment charges ($2.9), and the finalization of purchase price allocation, offset by payments
for contingent consideration.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the fourth quarter of 2008, the Companys annual impairment test resulted in a
non-cash charge of $172 to reflect impairment of goodwill in the Companys Branded Consumables and Outdoor Solutions segments. In the Branded Consumables segment the impairment charge was recorded within the Firelog, Lehigh and United States
Playing Cards reporting units. In the Outdoor Solutions segment the impairment charge was recorded within the Apparel and Footwear reporting unit. The impairment for these reporting units was due to a decrease in the fair value of forecasted cash
flows, reflecting the continued deterioration of macroeconomic conditions, which accelerated and became apparent during the fourth quarter of 2008 (hereafter referred to as continued deterioration of macroeconomic conditions).



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Intangibles activity for 2008 and 2007 is as follows (in millions):



|                                                |  |                                        |         |           |   |                                  |  |   |                  |   |  |                                            |        |   |                                  |   |                            |   |  |   |       |  |           
|----------------------------------------------- |  | -------------------------------------- | ------- | --------- | - | -------------------------------- |  | - | ---------------- | - |  | ------------------------------------------ | ------ | - | -------------------------------- | - | -------------------------- | - |  | - | ----- |  | ----------
|                                                |  | GrossCarryingAmount atDecember 31,2007 |         | Additions |   | PurchaseAccountingAdjustments(1) |  |   | ImpairmentCharge |   |  | AccumulatedAmortizationand ForeignExchange |        |   | Net BookValue atDecember 31,2008 |   | AmortizationPeriods(years)
|Intangibles                                     |  |                                        |         |           |   |                                  |  |   |                  |   |  |                                            |        |   |                                  |   |                            |   |  |   |       |  |           
|Patents                                         |  | $                                      | 0.1     |           | $ | 5.5                              |  | $ |                 |   |  | $                                          |       |   |                                  | $ | (0.5                       | ) |  | $ | 5.1   |  | 12-30     
|Non-compete agreements                          |  |                                        | 1.7     |           |   |                                 |  |   |                 |   |  |                                            |       |   |                                  |   | (1.4                       | ) |  |   | 0.3   |  | 3-5       
|Manufacturing process and expertise             |  |                                        | 32.0    |           |   | 0.1                              |  |   | (1.2             | ) |  |                                            |       |   |                                  |   | (15.7                      | ) |  |   | 15.2  |  | 3-7       
|Brand names                                     |  |                                        | 4.3     |           |   |                                 |  |   | (2.4             | ) |  |                                            |       |   |                                  |   | (0.4                       | ) |  |   | 1.5   |  | 4-10      
|Customer relationships and distributor channels |  |                                        | 146.2   |           |   |                                 |  |   | (2.3             | ) |  |                                            |       |   |                                  |   | (16.4                      | ) |  |   | 127.5 |  | 10-25     
|Trademarks and tradenames                       |  |                                        | 960.4   |           |   |                                 |  |   | (62.3            | ) |  |                                            | (110.9 | ) |                                  |   | (0.2                       | ) |  |   | 787.0 |  | indefinite
|                                                |  |                                        |         |           |   |                                  |  |   |                  |   |  |                                            |        |   |                                  |   |                            |   |  |   |       |  |           
|                                                |  | $                                      | 1,144.7 |           | $ | 5.6                              |  | $ | (68.2            | ) |  | $                                          | (110.9 | ) |                                  | $ | (34.6                      | ) |  | $ | 936.6 |  |           
|                                                |  |                                        |         |           |   |                                  |  |   |                  |   |  |                                            |        |   |                                  |   |                            |   |  |   |       |  |           



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



|                                                |  |                                        |       |           |   |                                            |  |   |                                  |   |                            |   |         |  |           
|----------------------------------------------- |  | -------------------------------------- | ----- | --------- | - | ------------------------------------------ |  | - | -------------------------------- | - | -------------------------- | - | ------- |  | ----------
|                                                |  | GrossCarryingAmount atDecember 31,2006 |       | Additions |   | AccumulatedAmortizationand ForeignExchange |  |   | Net BookValue atDecember 31,2007 |   | AmortizationPeriods(years)
|Intangibles                                     |  |                                        |       |           |   |                                            |  |   |                                  |   |                            |   |         |  |           
|Patents                                         |  | $                                      | 0.1   |           | $ |                                           |  | $ |                                 |   |                            | $ | 0.1     |  | 30        
|Non-compete agreements                          |  |                                        | 1.7   |           |   |                                           |  |   | (1.4                             | ) |                            |   | 0.3     |  | 3-5       
|Manufacturing process and expertise             |  |                                        | 6.5   |           |   | 25.5                                       |  |   | (8.3                             | ) |                            |   | 23.7    |  | 3-7       
|Brand names                                     |  |                                        | 1.9   |           |   | 2.4                                        |  |   | (0.5                             | ) |                            |   | 3.8     |  | 4-10      
|Customer relationships and distributor channels |  |                                        | 115.6 |           |   | 30.6                                       |  |   | (8.9                             | ) |                            |   | 137.3   |  | 10-25     
|Trademarks and tradenames                       |  |                                        | 585.8 |           |   | 374.6                                      |  |   | 1.0                              |   |                            |   | 961.4   |  | indefinite
|                                                |  |                                        |       |           |   |                                            |  |   |                                  |   |                            |   |         |  |           
|                                                |  | $                                      | 711.6 |           | $ | 433.1                                      |  | $ | (18.1                            | ) |                            | $ | 1,126.6 |  |           
|                                                |  |                                        |       |           |   |                                            |  |   |                                  |   |                            |   |         |  |           

In the fourth quarter of 2008, the Companys annual impairment test resulted in a non-cash
charge of $111 to reflect impairment of intangible assets related to certain of the Companys tradenames. The impairment charge was allocated to the Companys reporting segments as follows (in millions):



|                          |  |                            |      
|------------------------- |  | -------------------------- | -----
|                          |  | Year EndedDecember 31,2008
|Impairment of intangibles |  |                            |      
|Outdoor Solutions         |  | $                          | 11.7 
|Consumer Solutions        |  |                            | 76.3 
|Branded Consumables       |  |                            | 22.9 
|                          |  |                            |      
|                          |  | $                          | 110.9
|                          |  |                            |      

In the Outdoor Solutions segment the impairment charge recorded relates primarily to certain
tradenames within this segments snow sports and paintball businesses. The impairment within the Outdoor Solutions segment was due to an overall decline in the paintball market, as well as a decrease in the fair value of forecasted



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cash flows, resulting from the impact that the continued deterioration of macroeconomic conditions has on such cash flows. In the Consumer Solutions segment
the impairment charge recorded relates to certain tradenames within this segments small kitchen and household appliance businesses. The impairment within the Consumer Solutions segment is primarily due to: the Companys decision to
strategically realign certain brand names; increased competition in certain markets; and the impact of the continued deterioration of macroeconomic conditions. In the Branded Consumables segment the impairment charge recorded relates to certain
tradenames associated with this segments Firelog, Lehigh and United States Playing Cards businesses. The impairment within the Branded Consumables segment was due to a decrease in the fair value of forecasted cash flows, resulting from the
impact that the continued deterioration of macroeconomic conditions has on such cash flows.

The estimated future amortization expense
related to amortizable intangible assets at December 31, 2008 is as follows (in millions):



|                          |  |        |     
|------------------------- |  | ------ | ----
|Years Ending December 31, |  | Amount
|2009                      |  | $      | 15.4
|2010                      |  |        | 13.6
|2011                      |  |        | 11.0
|2012                      |  |        | 9.3 
|2013                      |  |        | 8.5 
|2014 and thereafter       |  |        | 91.8

Amortization of intangibles for 2008, 2007 and 2006 was $16.0, $11.4 and $3.5, respectively. At
December 31, 2008, approximately $1.5 billion of the goodwill and other intangible assets recorded by the Company is not deductible for income tax purposes.

7. Other Current Liabilities

Other current liabilities are comprised of the following at December 31, 2008 and 2007
(in millions):



|                                                         |  |      |       |      |   |      
|-------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                         |  | 2008 |       | 2007
|Cooperative advertising, customer rebates and allowances |  | $    | 71.4  |      | $ | 79.2 
|Warranty and product liability reserves                  |  |      | 95.8  |      |   | 98.1 
|Accrued environmental and other litigation               |  |      | 15.7  |      |   | 10.2 
|Deferred consideration for acquisitions                  |  |      | 10.9  |      |   | 26.0 
|Other                                                    |  |      | 142.4 |      |   | 174.3
|                                                         |  |      |       |      |   |      
|Total other current liabilities                          |  | $    | 336.2 |      | $ | 387.8
|                                                         |  |      |       |      |   |      

8. Warranty Reserve

Warranty reserve activity for 2008 and 2007 is as follows (in millions):



|                                               |  |      |        |   |      |   |        |  
|---------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                               |  | 2008 |        |   | 2007 |  
|Warranty reserve at January 1,                 |  | $    | 88.8   |   |      | $ | 78.1   |  
|Acquisitions and other adjustments             |  |      | (2.4   | ) |      |   | 13.0   |  
|Provision for warranties issued                |  |      | 123.5  |   |      |   | 132.2  |  
|Warranty claims paid                           |  |      | (131.7 | ) |      |   | (134.5 | )
|                                               |  |      |        |   |      |   |        |  
|Warranty reserve at December 31,               |  | $    | 78.2   |   |      | $ | 88.8   |  
|                                               |  |      |        |   |      |   |        |  
|Allocation in the consolidated balance sheets: |  |      |        |   |      |   |        |  
|Other current liabilities                      |  | $    | 68.1   |   |      | $ | 78.2   |  
|Other non-current liabilities                  |  |      | 10.1   |   |      |   | 10.6   |  
|                                               |  |      |        |   |      |   |        |  
|                                               |  | $    | 78.2   |   |      | $ | 88.8   |  
|                                               |  |      |        |   |      |   |        |  



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9. Debt

Debt is comprised of the following at December 31, 2008 and 2007 (in millions):



|                                         |  |      |         |   |      |   |         |  
|---------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                         |  | 2008 |         |   | 2007 |  
|Senior Credit Facility Term Loans        |  | $    | 1,671.9 |   |      | $ | 1,664.0 |  
|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            |  |      | 96.1    |   |      |   | 94.9    |  
|5% Convertible Debentures due 2010       |  |      | 3.0     |   |      |   | 12.4    |  
|Non-U.S. borrowings                      |  |      | 59.0    |   |      |   | 68.0    |  
|Other                                    |  |      | 8.1     |   |      |   | 8.0     |  
|                                         |  |      |         |   |      |   |         |  
|Total debt                               |  |      | 2,868.3 |   |      |   | 2,747.3 |  
|                                         |  |      |         |   |      |   |         |  
|Less: current portion                    |  |      | (431.4  | ) |      |   | (297.8  | )
|                                         |  |      |         |   |      |   |         |  
|Total long-term debt                     |  | $    | 2,436.9 |   |      | $ | 2,449.5 |  
|                                         |  |      |         |   |      |   |         |  

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

During February 2007, the Company completed a registered
public offering for $650 aggregate principal amount of 71/2% Senior Subordinated Notes due 2017 (the Senior Notes)
and received approximately $637 of net proceeds. Of these proceeds, approximately $195 was used to purchase the entire principal amount outstanding of the Companys 93/4% Senior Subordinated Notes due 2012 (the Senior Subordinated Notes) plus the tender premium and accrued interest. As a result of the purchase of Senior Subordinated Notes, during
2007 the Company recorded a $15.3 loss on the extinguishment of the Senior Subordinated Notes. This loss is primarily comprised of a $10.1 tender premium; a loss of $4.5 related to the termination of $105 notional amount of interest rate swaps that
were designated as fair value hedges against the Senior Subordinated Notes; the write off of $3.7 of deferred debt issuance costs; and the recognition of $3.7 of deferred gains that resulted from previously terminated interest rate swaps. At
December 31, 2008 the fair value of the Senior Notes was approximately $429.

The Note issued in connection with the
Pure Fishing acquisition (see Note 3) bears annual interest at 2.0% and is payable monthly. The fair value of the Note at December 31, 2008 is approximately $70. The Note is not prepayable at the Companys option. The holder of the Note
has the option to require redemption of the Note if after one year from issuance the closing price of Jardens common stock exceeds $45.32 per share for a period of three consecutive trading days.

In connection with the Acquisition, the Company assumed K2s 5% Convertible Debentures due June 2010 (the Debentures). The Debentures
can be called by the Company at a stipulated premium that began in June 2008. Upon conversion, the holders of the Debentures are entitled to receive the same merger consideration as received by the K2 shareholders as a result of the Acquisition (see
Note 3).

Senior Credit Facility

At December 31, 2008, the Facility consists of Term Loans, with payments due through 2012 and bear interest based on three-month LIBOR plus an applicable margin; and a revolving credit facility which matures in



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2010 and bears interest at LIBOR or Prime Rate, plus an applicable margin. At December 31, 2008, the annual commitment fee on unused balances was
0.375%. The weighted average interest rate on the Facility was 3.5% at December 31, 2008.

Subsequent to December 31, 2008, the
Company entered into an amendment to the Facility whereby a successor administrative agent was appointed and a certain revolving lenders commitment in the revolving credit facility was released and availability under the Facility was reduced
accordingly. Additionally, the Company voluntarily decreased the commitments under the revolving credit facility by $20 bringing the total amount available to $185. This reduction was applied on a pro rata basis among the existing revolving lenders.

Securitization Facility

The Company has maintained a $250 receivables purchase agreement 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, secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan
agreement. The Securitization Facility is drawn upon and repaid as needed to fund general corporate purposes. At December 31, 2008, the Companys Securitization Facility was fully utilized with outstanding borrowings totaling $250. In July
2008, the Company entered into an amendment to the Securitization Facility that extended it for another year until July 2009. Following the renewal, the borrowing rate margin is 150 basis points and the unused line fee is 0.50% per annum. The
Securitization Facility is reflected as a short-term borrowing on the Companys balance sheet because of its annual term.

Non-U.S.
Borrowings

As of December 31, 2008 and 2007, non-U.S. borrowings consisted of the Foreign Senior Debt of $26.9 and $33.9,
respectively; and amounts borrowed under various foreign credit lines and facilities totaling $32.1 and $34.1, respectively. Certain of these foreign credit lines are secured by certain non-U.S. subsidiaries inventory and/or accounts
receivable.

Debt Covenants

The Facility and the Foreign Senior Debt contain certain restrictions on the conduct of the Companys business, including, among other restrictions: incurring debt; disposing of certain assets; making investments; exceeding certain
agreed upon capital expenditures; creating or suffering liens; completing certain mergers; consolidations and sales of assets and with permitted exceptions; acquisitions; declaring dividends; redeeming or prepaying other debt; and certain
transactions with affiliates. The Facility and the Foreign Senior Debt also include financial covenants that require the Company to maintain certain leverage and interest coverage ratios.

The Facility and the Foreign Senior Debt also contain a covenant that restricts the Company and its subsidiaries from making certain restricted
payments (any dividend or other distribution, whether in cash, securities or other property, with respect to any stock or stock equivalents of the Company or any subsidiary), except that:



| |  |  | the Company may declare and make dividend payments or other distributions payable in common stock;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the Company may repurchase shares of its own stock (provided certain financial and other conditions are met); and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the Company may make restricted payments during any fiscal year not otherwise permitted, provided that certain applicable thresholds are met.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



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Each of the Facility, the Foreign Senior Debt and the Indenture contain cross-default provisions pursuant
to which a default in respect to certain of the Companys other indebtedness could trigger a default by the Company under the Facility, the Foreign Senior Debt and the Indenture. If the Company defaults under the covenants (including the
cross-default provisions), the Companys lenders could foreclose on their security interest in the Companys assets, which may have a material adverse effect on the Companys consolidated results of operations, financial condition or
cash flows.

The Companys obligations under the Facility and the Senior Notes are guaranteed, on a joint and several basis, by
certain of its domestic subsidiaries, all of which are directly or indirectly 100% owned by the Company (See Note 19). The obligations under the Foreign Senior Debt are guaranteed by the Company and certain of its foreign subsidiaries which are
directly or indirectly 100% owned by the Company.

The Companys debt maturities for the five years following December 31, 2008
and thereafter are as follows (in millions):



|                          |  |        |         |  
|------------------------- |  | ------ | ------- | -
|Years Ending December 31, |  | Amount |        
|2009                      |  | $      | 431.4   |  
|2010                      |  |        | 19.8    |  
|2011                      |  |        | 1,248.8 |  
|2012                      |  |        | 513.4   |  
|2013                      |  |        | 0.8     |  
|Thereafter                |  |        | 658.0   |  
|                          |  |        |         |  
|Total principal payments  |  |        | 2,872.2 |  
|Net discount and other    |  |        | (3.9    | )
|                          |  |        |         |  
|Total                     |  | $      | 2,868.3 |  
|                          |  |        |         |  

Unless otherwise stated, at December 31, 2008 and 2007, the carrying value of debt
approximates its fair value.

At December 31, 2008 and 2007, unamortized deferred debt issue costs were $27.4 and $32.8, respectively.
These costs are included in Other assets on the Consolidated Balance Sheets and are being amortized over the respective terms of the underlying debt.

10. Derivative Financial Instruments and Fair Value Measurements

The fair value and notional amounts of derivative
financial instruments at December 31, 2008 and 2007, are presented below (in millions):



|                                                |  |                |         |                                |   |       |                                 |  |    
|----------------------------------------------- |  | -------------- | ------- | ------------------------------ | - | ----- | ------------------------------- |  | ---
|December 31, 2008                               |  | NotionalAmount |         | Net FairValue Asset(Liability) |   |       | Weighed AverageMaturity (years)
|Cash flow hedges:                               |  |                |         |                                |   |       |                                 |  |    
|Interest rate swaps                             |  | $              | 1,125.0 |                                | $ | (29.2 | )                               |  | 0.9
|Foreign currency contracts                      |  |                | 274.4   |                                |   | 11.4  |                                 |  | 0.6
|Fair value hedges:                              |  |                |         |                                |   |       |                                 |  |    
|Cross-currency swaps                            |  |                | 27.6    |                                |   | 0.8   |                                 |  | 3.1
|Derivatives not designated as effective hedges: |  |                |         |                                |   |       |                                 |  |    
|Interest rate swaps                             |  |                | 40.0    |                                |   | (2.1  | )                               |  | 1.5
|Foreign currency contracts                      |  |                | 151.0   |                                |   | (0.6  | )                               |  | 0.5
|Commodity contracts                             |  |                | 18.4    |                                |   | (6.3  | )                               |  | 0.5



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|                                                |  |                |       |                                |   |       |                                 |  |    
|----------------------------------------------- |  | -------------- | ----- | ------------------------------ | - | ----- | ------------------------------- |  | ---
|December 31, 2007                               |  | NotionalAmount |       | Net FairValue Asset(Liability) |   |       | Weighed AverageMaturity (years)
|Cash flow hedges:                               |  |                |       |                                |   |       |                                 |  |    
|Interest rate swaps                             |  | $              | 925.0 |                                | $ | (16.0 | )                               |  | 1.6
|Forward foreign exchange rate contracts         |  |                | 265.0 |                                |   | (4.9  | )                               |  | 0.6
|Fair value hedges:                              |  |                |       |                                |   |       |                                 |  |    
|Cross-currency swaps                            |  |                | 27.9  |                                |   | (6.0  | )                               |  | 4.1
|Derivatives not designated as effective hedges: |  |                |       |                                |   |       |                                 |  |    
|Interest rate swaps                             |  |                | 100.0 |                                |   | (0.5  | )                               |  | 1.2
|Forward foreign exchange rate contracts         |  |                | 21.6  |                                |   | (0.7  | )                               |  | 0.3

The Company actively 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. Fixed rate swaps are used to reduce the
Companys risk of increasing interest costs. Although there were no floating rate swaps outstanding at December 31, 2008 and 2007, 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. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

At December 31, 2008, the interest rate on approximately 67% of the Companys debt was fixed by either the nature of the obligation or through
interest rate swap contracts.

The Companys derivative activities do not create additional risk because gains and losses on
derivative contracts offset gains and losses on the liabilities and transactions being hedged. As derivative contracts are initiated, the Company designates the instruments individually as either a fair value hedge or a cash flow hedge. Management
reviews the correlation and effectiveness of its derivatives on a periodic basis.

Fair Value Hedges

The Company uses cross-currency swaps to hedge foreign risk to hedge certain U.S. dollar-based debt of foreign subsidiaries. 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. Fair market value gains or losses on this cross-currency swap are included in long-term assets or liabilities in the Consolidated Balance Sheet with a corresponding offset to long-term debt.

Cash Flow Hedges

At December 31, 2008, the Company had approximately $1.1 billion of notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are
designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments. At December 31, 2008, the weighted average fixed rate of interest on these swaps was 4.8%. 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. There was no ineffectiveness recognized at December 31, 2008 or 2007.

At December 31, 2008, 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. This swap matures June 30, 2010 and
has a fixed rate of interest of 4.79%.



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At December 31, 2008, unamortized deferred gains resulting from the termination of certain cash flow
hedges was approximately $6.6. These deferred gains are being amortized over the remaining life of the terminated swaps as a credit to interest expense. Approximately $4.7 of these deferred gains are expected to be amortized to interest expense for
the year ending December 31, 2009.

The interest rate differential received or paid on both the cash flow and fair value hedges is
recognized as an adjustment to interest expense.

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. For 2008, 2007 and 2006, deferred net (losses) / gains of ($7.1), ($3.6) and ($1.1), respectively, were reclassified from accumulated other comprehensive income and recognized in earnings. As of December 31, 2008,
the deferred net gains of $21.0 within accumulated other comprehensive income are primarily expected to be reclassified to earnings for the year ending December 31, 2009.

At December 31, 2008, the Company had outstanding approximately $151 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.

During September 2008, the Company terminated $54 million notional amount of forward foreign currency contracts as the counterparty defaulted on these contracts upon filing for bankruptcy protection. These contracts
had previously been designated as cash flow hedges of forecasted inventory purchases and sales. Gains or losses on these contracts were deferred as a component of accumulated other comprehensive income. At termination the fair market value of these
contracts was a net asset of $2.7. The Company had provided a reserve for the entire net asset amount of these contracts, which resulted in the elimination of the amount of previously deferred net gains included in accumulated other comprehensive
income. As part of the settlement with this counterparty subsequent to December 31, 2008, the entire net asset amount of these contracts was written off against the reserve in January 2009.

Commodity Contracts

During 2008, the Company
initiated a risk management plan whereby, from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Companys raw
materials. These derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar levels. These derivatives are not designated as effective
hedges for accounting purposes.



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11. Commitments and Contingencies

Operating Leases

The Company conducts its operations in various leased facilities under
leases that are classified as operating leases for financial statement purposes. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may have escalating rent provisions
and rent holidays which are expensed on a straight line basis over the term of the lease, and expire at various dates through 2020. Also, certain equipment used in Company operations is leased under operating leases. Operating lease commitments at
December 31, 2008 are as follows (in millions):



|                          |  |        |      
|------------------------- |  | ------ | -----
|Years Ending December 31, |  | Amount
|2009                      |  | $      | 54.4 
|2010                      |  |        | 47.7 
|2011                      |  |        | 41.2 
|2012                      |  |        | 35.9 
|2013                      |  |        | 29.0 
|2014 and thereafter       |  |        | 120.9
|                          |  |        |      
|Total                     |  | $      | 329.1
|                          |  |        |      

The fixed operating lease commitments detailed above assume that the Company continues the leases
through their initial lease terms. Rent expense, including equipment rentals, was $82.9, $72.0 and $53.2 for 2008, 2007 and 2006, respectively.

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, completion of a feasibility study or a commitment to a



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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 December 31, 2008.

The Company believes that the costs of completing environmental remediation of all sites for which the Company has a remediation
responsibility have been adequately reserved and that the ultimate resolution of these matters will not have a material adverse effect 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.



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

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

Securities and Related Litigation

On November 20, 2008, the parties reached an agreement to settle the previously reported class action lawsuits that were filed in
January and February 2006 in the United States District Court for the Southern District of New York against the Company and certain Company officers alleging violations of the federal securities laws.

The actions were filed on behalf of purchasers of the Companys common stock between June 29, 2005 (the date the Company announced the signing
of the agreement to acquire The Holmes Group) and January 11, 2006. Joint lead plaintiffs were appointed on June 9, 2006, and filed an amended consolidated complaint on August 25, 2006 naming the Company, the Companys Consumer
Solutions segment and certain officers of the Company as defendants (collectively Defendants). The amended consolidated complaint alleged, among other things, that the plaintiffs were injured by reason of certain allegedly false and
misleading statements made by the Company relating to the expected benefits of the THG Acquisition.

Pursuant to the settlement reached on
November 20, 2008, which is subject to court approval, the Companys insurance carriers will pay $8.0 into a settlement fund and the Defendants will obtain full releases from all claims in connection with the litigation. The
plaintiffs counsel will seek a portion of the settlement fund to cover attorneys fees and expenses. On January 28, 2009, the Court preliminarily approved the settlement and scheduled a final settlement hearing for May 18, 2009.
Any further litigation in the securities class action has been stayed pending final court approval of the settlement.

While the Company
denies all of the allegations in the lawsuit and believes that its disclosures were appropriate, the Company and its insurance carriers agreed to settle the class action in order to avoid costly and time-consuming litigation. There will be no
earnings or cash effect of this settlement on the Company as the entire amount of the settlement will be paid by the Companys liability insurers. Accordingly, the Company believes that the ultimate conclusion of any remaining issues in this
case will not be material to the Company. The related shareholder derivative suit, which was filed in February 2006, was previously dismissed.



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12. Taxes on Income

The components of the provision for income taxes attributable to continuing operations were as follows (in millions):



|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  
|-------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ---- | -
|                                                   |  | Years Ended December 31, |      
|                                                   |  | 2008                     |       |   | 2007 |   |       | 2006 | 
|Current income tax expense:                        |  |                          |       |   |      |   |       |      |  |   |      |  
|U.S. federal                                       |  | $                        | 0.5   |   |      | $ | 5.6   |      |  | $ | 3.4  |  
|Foreign                                            |  |                          | 62.1  |   |      |   | 49.2  |      |  |   | 34.0 |  
|State and local                                    |  |                          | 0.2   |   |      |   | 1.1   |      |  |   | 2.6  |  
|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  
|Total                                              |  |                          | 62.8  |   |      |   | 55.9  |      |  |   | 40.0 |  
|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  
|Deferred income tax expense (benefit):             |  |                          |       |   |      |   |       |      |  |   |      |  
|U.S. federal                                       |  |                          | (19.9 | ) |      |   | (11.2 | )    |  |   | 37.2 |  
|State, local and other, net of federal tax benefit |  |                          | (3.9  | ) |      |   | (2.9  | )    |  |   | 5.0  |  
|Foreign                                            |  |                          | (12.7 | ) |      |   | (3.3  | )    |  |   | (0.2 | )
|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  
|Total                                              |  |                          | (36.5 | ) |      |   | (17.4 | )    |  |   | 42.0 |  
|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  
|Total income tax provision                         |  | $                        | 26.3  |   |      | $ | 38.5  |      |  | $ | 82.0 |  
|                                                   |  |                          |       |   |      |   |       |      |  |   |      |  

The difference between the federal statutory income tax rate and the Companys reported
income tax rate as a percentage of income (loss) from operations is reconciled as follows:



|                                                  |  |                          |    |  |      |   |  |      |  
|------------------------------------------------- |  | ------------------------ | -- |  | ---- | - |  | ---- | -
|                                                  |  | Years Ended December 31, |   
|                                                  |  | 2008                     |    |  | 2007 |   |  | 2006 |  
|Federal statutory tax rate                        |  | (35.0                    | )% |  | 35.0 | % |  | 35.0 | %
|Increase (decrease) in rates resulting from:      |  |                          |    |  |      |   |  |      |  
|State and local taxes, net                        |  | (24.3                    | )  |  | (4.6 | ) |  | 1.7  |  
|Foreign rate differences                          |  | (30.1                    | )  |  | (6.8 | ) |  | (1.4 | )
|Internal restructuring of domestic legal entities |  |                         |    |  |     |   |  | 7.2  |  
|Non-deductible compensation                       |  | 12.3                     |    |  | 6.6  |   |  | 1.0  |  
|Foreign earnings not permanently reinvested       |  | 43.2                     |    |  | 18.0 |   |  |     |  
|IRS audit settlements                             |  |                         |    |  | 7.0  |   |  |     |  
|Goodwill impairment                               |  | 102.7                    |    |  |     |   |  |     |  
|Valuation allowance                               |  | 7.7                      |    |  |     |   |  |     |  
|Other                                             |  | 4.2                      |    |  | 2.5  |   |  | 0.1  |  
|                                                  |  |                          |    |  |      |   |  |      |  
|Reported income tax rate                          |  | 80.7                     | %  |  | 57.7 | % |  | 43.6 | %
|                                                  |  |                          |    |  |      |   |  |      |  

Foreign pre-tax income was approximately $165, $144, and $109 for 2008, 2007, and 2006,
respectively.



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Deferred tax (liabilities) assets are comprised of the following (in millions):



|                                                                  |  |                    |        |   |      |   |        |  
|----------------------------------------------------------------- |  | ------------------ | ------ | - | ---- | - | ------ | -
|                                                                  |  | As of December 31, |       
|                                                                  |  | 2008               |        |   | 2007 |  
|Intangibles                                                       |  | $                  | (296.8 | ) |      | $ | (374.6 | )
|Goodwill                                                          |  |                    | (68.5  | ) |      |   | (78.2  | )
|Financial reporting amount of a subsidiary in excess of tax basis |  |                    | (72.5  | ) |      |   | (72.5  | )
|Foreign earnings not permanently reinvested                       |  |                    | (16.8  | ) |      |   | (9.6   | )
|Other                                                             |  |                    | (29.8  | ) |      |   | (18.0  | )
|                                                                  |  |                    |        |   |      |   |        |  
|Gross deferred tax liabilities                                    |  |                    | (484.4 | ) |      |   | (552.9 | )
|                                                                  |  |                    |        |   |      |   |        |  
|Net operating loss                                                |  |                    | 150.0  |   |      |   | 138.9  |  
|Accounts receivable allowances                                    |  |                    | 14.4   |   |      |   | 16.7   |  
|Inventory valuation                                               |  |                    | 44.2   |   |      |   | 36.0   |  
|Pension and postretirement                                        |  |                    | 51.4   |   |      |   | 24.3   |  
|Stock-based compensation                                          |  |                    | 14.7   |   |      |   | 14.5   |  
|Other compensation and benefits                                   |  |                    | 14.8   |   |      |   | 13.2   |  
|Operating reserves                                                |  |                    | 75.9   |   |      |   | 95.1   |  
|Property and equipment                                            |  |                    |       |   |      |   | 11.1   |  
|Other                                                             |  |                    | 61.5   |   |      |   | 44.1   |  
|                                                                  |  |                    |        |   |      |   |        |  
|Gross deferred tax assets                                         |  |                    | 426.9  |   |      |   | 393.9  |  
|                                                                  |  |                    |        |   |      |   |        |  
|Valuation allowance                                               |  |                    | (28.0  | ) |      |   | (35.7  | )
|                                                                  |  |                    |        |   |      |   |        |  
|Net deferred tax liability                                        |  | $                  | (85.5  | ) |      |   | (194.7 | )
|                                                                  |  |                    |        |   |      |   |        |  

The Company continually reviews the adequacy of the valuation allowance. A valuation allowance is
recorded if, based on the weight of available evidence, it is more likely than not that a deferred tax asset will not be realized. This assessment is based on an evaluation of the level of historical taxable income and projections for future taxable
income. During 2008, the Companys valuation allowance was increased by $2.5 due to the inability to benefit from certain foreign losses which were booked as additional tax expense. In addition, certain valuation allowances decreased by $10.2,
principally from certain foreign losses and other deferred tax assets that were considered no longer available.

At December 31, 2008,
the Company had net operating losses (NOLs) of approximately $1.2 billion for domestic tax purposes. Of this amount, approximately $1.0 billion were acquired through acquisitions, of which approximately $849 are not reflected on the
financial statements. Additionally, approximately $1.0 billion of these domestic NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code.

The Company has also accumulated or acquired through acquisition approximately $116 of foreign NOLs. Of the total foreign NOLs, none will expire in years
ending December 31, 2009 through 2010. Approximately $22 of the foreign NOLs will expire in years subsequent to 2010, and approximately $94 have an unlimited life.

The Internal Revenue Service (IRS) audit of the Companys federal income tax returns for its fiscal years ended December 31, 2003 and 2004 was closed in the fourth quarter of 2007 and payment of
assessments was made by the Company in 2008. Additionally, the IRS audits of two of the Companys acquired subsidiaries for tax years prior to the Companys acquisition of those subsidiaries (fiscal tax years ending December 31, 2004
and January 24, 2005, and tax years 2001 through 2004) were also closed in 2008. Adjustments have been fully recorded in the Companys tax accounts as appropriate. The Company and/or its subsidiaries are also subject to state and
foreign income tax audits. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations.



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Generally, the Company intends to indefinitely reinvest undistributed earnings of certain of its foreign
subsidiaries outside the United States. As a result the Company has not provided for U.S. income taxes on undistributed foreign earnings of approximately $625 at December 31, 2008. The Company intends to permanently reinvest these earnings in
the future growth of its foreign businesses under the guidance provided in APB Opinion No. 23, Accounting for Income TaxesSpecial Areas. Determination of the amount of unrecognized deferred U.S. income liability is not
practicable because of the complexities associated with its hypothetical calculation. In 2008 and 2007, the Company recorded a $7.9 and $9.7, respectively, deferred tax charge related to profits that were deemed not to be permanently reinvested
outside of the United States.

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

The following table sets forth the details and the activity related to unrecognized tax benefit of and for the years
ended December 31, 2008 and 2007 (in millions):



|                                              |  |      |       |   |      |   |      |  
|--------------------------------------------- |  | ---- | ----- | - | ---- | - | ---- | -
|                                              |  | 2008 |       |   | 2007 |  
|Unrecognized tax benefits, January 1,         |  | $    | 96.7  |   |      | $ | 68.0 |  
|Increases (decreases):                        |  |      |       |   |      |   |      |  
|Acquisitions                                  |  |      | (22.6 | ) |      |   | 28.9 |  
|Tax positions taken during the current period |  |      | 2.7   |   |      |   | 2.4  |  
|Tax positions taken during a prior period     |  |      | (0.6  | ) |      |   | 5.8  |  
|Settlements with taxing authorities           |  |      | (2.8  | ) |      |   | (9.5 | )
|Other                                         |  |      | (0.4  | ) |      |   | 1.1  |  
|                                              |  |      |       |   |      |   |      |  
|Unrecognized tax benefits, December 31,       |  | $    | 73.0  |   |      | $ | 96.7 |  
|                                              |  |      |       |   |      |   |      |  

The Companys gross unrecognized tax benefit at the date of adoption of FIN 48 was
approximately $68. During 2008, the change in the unrecognized tax benefits primarily relates to the adjustment of acquired unrecognized tax benefits and the settlement of the Companys 2003 and 2004 domestic audits. The amount of gross
unrecognized tax benefits recorded at the date of acquisition of K2 and Pure Fishing were approximately $7.1 and $4.4, respectively. During 2008, the Company paid federal income tax of approximately $3.3 and interest of approximately $0.7
attributable to a recently agreed upon IRS audit. Additionally, the Company received refunds of approximately $1.1 from the settlement of an audit of a subsidiary. At December 31, 2008, the amount of gross unrecognized tax benefits that, if
recognized, would affect the reported tax rate is approximately $73.0. The Company is indemnified for approximately $10.8 of the gross unrecognized tax benefit from the sellers of acquired companies.

The Company conducts business globally and, as a result, the Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction and
various states, local, and foreign jurisdictions. In the normal course of business, the Company or its subsidiaries are subject to examination by tax authorities throughout the world, including such major jurisdictions as Canada, France, Germany,
Hong Kong, Japan, Mexico, Venezuela, and the United States. The Company is currently under examination for the income tax filings in various state and foreign jurisdictions.

At December 31, 2008, the Company believes it has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax
benefits may significantly change within twelve months.

The Company classifies all interest and penalties on uncertain tax positions as
income tax expense, which is consistent with the classification in prior years. As of December 31, 2008, and 2007, the liability for tax-related



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interest was $8.6 and $8.2, respectively. Additionally, the 2008 and 2007 provision for income taxes includes tax-related interest of $0.5 and $2.0,
respectively.

13. Stockholders Equity and Share-Based Awards

The Company maintains the Amended and Restated 2003 Stock Incentive Plan, as amended (the 2003 Plan), which allows for grants of stock options, restricted stock and short-term cash awards. There were
approximately 0.6 million share-based awards available for grant under the 2003 Plan at December 31, 2008.

Stock Options

A summary of the Companys stock option activity in 2008, 2007 and 2006 is as follows (shares in thousands):



|                                       |  |         |   |      |                              |       |        |         |   |                              |   |        |  |         |                              |  |   |      
|-------------------------------------- |  | ------- | - | ---- | ---------------------------- | ----- | ------ | ------- | - | ---------------------------- | - | ------ |  | ------- | ---------------------------- |  | - | -----
|                                       |  | 2008    |   | 2007 |                              | 2006 
|                                       |  | Shares  |   |      | WeightedAverageExercisePrice |       | Shares |         |   | WeightedAverageExercisePrice |   | Shares |  |         | WeightedAverageExercisePrice
|Options outstanding, beginning of year |  | 3,431.2 |   |      | $                            | 16.88 |        | 4,101.2 |   |                              | $ | 17.38  |  | 4,695.5 |                              |  | $ | 16.92
|Granted                                |  | 871.5   |   |      |                              | 20.88 |        |        |   |                              |   |       |  | 100.0   |                              |  |   | 33.37
|Exercised                              |  | (186.8  | ) |      |                              | 11.29 |        | (457.4  | ) |                              |   | 18.39  |  | (447.1  | )                            |  |   | 9.94 
|Cancelled                              |  | (350.9  | ) |      |                              | 27.5  |        | (212.6  | ) |                              |   | 23.41  |  | (247.2  | )                            |  |   | 28.54
|                                       |  |         |   |      |                              |       |        |         |   |                              |   |        |  |         |                              |  |   |      
|Options outstanding, end of year       |  | 3,765.0 |   |      | $                            | 17.09 |        | 3,431.2 |   |                              | $ | 16.88  |  | 4,101.2 |                              |  | $ | 17.38
|                                       |  |         |   |      |                              |       |        |         |   |                              |   |        |  |         |                              |  |   |      
|Options exercisable, end of year       |  | 2,774.8 |   |      | $                            | 15.31 |        | 2,484.4 |   |                              | $ | 12.07  |  | 2,694.1 |                              |  | $ | 12.74

Significant option grants outstanding at December 31, 2008 and related weighted average price
and life information is as follows (shares in thousands):



|                 |  |                     |  |                               |       |                                      |      |                   |         |                               |   |      
|---------------- |  | ------------------- |  | ----------------------------- | ----- | ------------------------------------ | ---- | ----------------- | ------- | ----------------------------- | - | -----
|                 |  | Options outstanding |  | Options exercisable          
|Exercise Price   |  | Numberoutstanding   |  | Weightedaverageexercise price |       | Weightedaverageremaining life(years) |      | Numberexercisable |         | Weightedaverageexercise price
|$  2.43  $ 8.19 |  | 71.8                |  | $                             | 5.91  |                                      | 3.14 |                   | 71.8    |                               | $ | 5.91 
|$  8.60  $13.14 |  | 1,804.0             |  |                               | 9.33  |                                      | 3.74 |                   | 1,786.0 |                               |   | 9.32 
|$14.30  $21.40  |  | 956.8               |  |                               | 20.85 |                                      | 6.39 |                   | 124.3   |                               |   | 19.62
|$21.90  $28.57  |  | 215.0               |  |                               | 23.61 |                                      | 5.27 |                   | 199.0   |                               |   | 23.54
|$29.46  $37.99  |  | 717.4               |  |                               | 30.76 |                                      | 3.38 |                   | 593.7   |                               |   | 30.84
|                 |  |                     |  |                               |       |                                      |      |                   |         |                               |   |      
|                 |  | 3,765.0             |  | $                             | 17.09 |                                      | 4.42 |                   | 2,774.8 |                               | $ | 15.31
|                 |  |                     |  |                               |       |                                      |      |                   |         |                               |   |      

The Company does not use cash to settle any of its options or restricted share awards and when
available issues shares from its treasury stock instead of issuing new shares. The total intrinsic value of options exercised for 2008, 2007 and 2006, based upon the average market price during the period, was approximately $2.1, $9.9, and $10.5,
respectively.

The weighted average assumptions used to determine the fair value of options granted is as follows:



|                         |  |      |   |  |      |   |  |      |  
|------------------------ |  | ---- | - |  | ---- | - |  | ---- | -
|                         |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Expected volatility      |  | 37.7 | % |  |     | % |  | 36.0 | %
|Risk-free interest rates |  | 3.2  | % |  |     | % |  | 3.5  | %
|Expected life (in years) |  | 4.5  |   |  |     |   |  | 5.0  |  



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During 2008, the Company has granted approximately 0.9 million common stock options (the
Awards). The weighted average grant date fair value of each award was $7.44 per share with an aggregate fair value of $6.5 for the grant. The Awards vest ratably over the explicit service period.

Restricted Shares of Common Stock

The Company issues restricted share awards whose restrictions lapse upon either the passage of time (service vesting), achieving performance targets, attaining Company common stock price thresholds, or some combination of these
restrictions. For those restricted share awards with common stock price thresholds, the fair values were determined using a Monte Carlo simulation embedded in a lattice model. The fair value for all other restricted share awards were based on the
closing price of the Companys common stock on the dates of grant.

A summary of the Companys restricted share activity for
2008, 2007 and 2006 is as follows (shares in thousands):



|                                    |  |          |   |  |                           |      
|----------------------------------- |  | -------- | - |  | ------------------------- | -----
|                                    |  | Shares   |   |  | Weightedaveragefair value
|Outstanding as of December 31, 2005 |  | 1,928.6  |   |  | $                         | 32.00
|Granted                             |  | 1,207.4  |   |  |                           | 28.56
|Released                            |  | (173.8   | ) |  |                           | 30.63
|Cancelled                           |  | (162.1   | ) |  |                           | 31.98
|                                    |  |          |   |  |                           |      
|Outstanding as of December 31, 2006 |  | 2,800.1  |   |  |                           | 30.60
|Granted                             |  | 2,057.7  |   |  |                           | 34.94
|Released                            |  | (2,470.6 | ) |  |                           | 31.05
|Cancelled                           |  | (338.5   | ) |  |                           | 31.84
|                                    |  |          |   |  |                           |      
|Outstanding as of December 31, 2007 |  | 2,048.7  |   |  |                           | 33.98
|Granted                             |  | 277.4    |   |  |                           | 19.51
|Released                            |  | (581.4   | ) |  |                           | 30.18
|Cancelled                           |  | (286.0   | ) |  |                           | 31.13
|                                    |  |          |   |  |                           |      
|Outstanding as of December 31, 2008 |  | 1,458.7  |   |  | $                         | 33.30
|                                    |  |          |   |  |                           |      

For those restricted awards with common stock price thresholds, the weighted average grant date
fair values of these awards were $17.30, $37.34 and $21.91 for the years ended December 31, 2008, 2007 and 2006, respectively, based on the following assumptions:



|                                   |  |      |   |  |      |   |  |      |  
|---------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                                   |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Expected volatility                |  | 37.0 | % |  | 36.4 | % |  | 36.3 | %
|Risk-free interest rates           |  | 3.3  | % |  | 4.6  | % |  | 3.5  | %
|Derived service periods (in years) |  | 2.4  |   |  | 0.6  |   |  | 1.5  |  

For all other restricted share awards the weighted average grant date fair values $19.60, $33.47
and $29.29 for the years ended December 31, 2008, 2007 and 2006, respectively.

During 2008, the majority of the restricted shares
granted were primarily performance based awards which vest upon achievement of certain internal performance measures and fulfillment of the explicit service periods.

During 2007, the Company granted a total of approximately 2.1 million restricted awards. As part of these awards, in May 2007, the Companys board of directors approved the granting of an aggregate of
0.4 million restricted shares of the Companys common stock to certain executive officers of the Company. The grant date fair value of these restricted share awards was $39.93 per share with an aggregate fair value of $14.6 for the grant



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and a vesting stock price of $48.70 per share. In November 2007, the Company accelerated the vesting of these and other restricted share awards for certain
employees who in exchange forfeited the right to certain termination benefits. Additionally, the affected employees are restricted from selling a portion of the shares through 2012, subject to certain exceptions. As a result, the Company recorded a
charge of $22.8 and the number common shares outstanding increased by approximately 0.8 million shares. The other restricted awards granted by the Company during 2007 vest primarily by achieving certain performance measures or common stock
price thresholds in addition to rendering explicit service requirements. Approximately 0.4 million awards were granted with common stock thresholds and the weighted average grant date fair value was $35.06 per share with an aggregate fair value
of $14.5. Approximately 1.3 million awards were granted with performance measures and the weighted average grant date fair value of these awards was $33.47 per share with an aggregate fair value of $42.8.

During 2006, the majority of the restricted shares granted were primarily performance based awards which vest upon achievement of certain internal
performance measures and fulfillment of the explicit service periods. Additionally, there were 119,667 restricted shares granted which vest on the date certain Jarden common stock prices targets are achieved and explicit service periods are
rendered.

As of December 31, 2008, there was $21.2 of unrecognized compensation cost related to non-vested share-based awards. Those
costs are expected to be recognized through 2011 over a weighted-average period of approximately 12 months.

Stockholders
Equity

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 are not immediately exercisable and detachable from the common stock. The Rights will become exercisable and detachable upon the
earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of at least 10% or at least 15% for certain institutional investors of the outstanding
shares of the Companys common stock (with certain exceptions, an Acquiring Person) or (ii) 10 business days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or group of at least 10% or at least 15% for certain institutional investors of the outstanding shares of common stock (the earlier of such dates being called the
Distribution Date). After the Distribution Date, each Right will entitle the holder to purchase for $51.00, subject to adjustment, one one-thousandth of a share of the Companys Series D Junior Participating Preferred Stock. In the
event the Rights become exercisable, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of
common stock having a market value of two times the exercise price of the Right. In the event that after a person or group becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon
the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of
the Right. If not earlier exchanged or redeemed, the Rights will expire on November 19, 2011.

In November 2007, the Companys
Board of Directors authorized a new stock repurchase program that would allow the Company to repurchase up to $100 of its common stock. The Company repurchased approximately 1.5 million and 1.1 million shares of its common stock in 2008
and 2007, respectively, under this plan at an average price per share of $15.12 and $26.58, respectively.



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In August 2007, in connection with the Acquisition, the Company issued approximately 5.3 million
shares of common stock (see Note 3).

The common stock warrant (the Warrant) issued in connection with the Pure Fishing
acquisition (see Note 3) grants the holder the right to at any time after the one year from the date of issue to purchase approximately 2.2 million shares of Jarden common stock at an initial purchase price of $45.32 per share (subject to
adjustment as provided therein). The Warrant, which has an initial fair value of approximately $13, must be exercised in full and expires on March 31, 2012. The Company has the option to require the holder to exercise the Warrant if at any time
after one year from the date of issuance the closing price of Jardens common stock exceeds $50.99 (subject to equitable adjustment for certain transactions) for a period of three consecutive trading days. If the holder of the Note, also issued
in connection with the Pure Fishing acquisition (see Note 3) causes Jarden to redeem the Note, then the threshold price for the right of mandatory exercise of the Warrant will be reduced from the aforementioned $50.99 per share to $45.32 per share.

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

14. Earnings Per Share Calculation

A computation of the weighted average shares outstanding is as
follows (in millions):



|                                     |  |                          |  |      |  |     
|------------------------------------ |  | ------------------------ |  | ---- |  | ----
|                                     |  | Years Ended December 31,
|                                     |  | 2008                     |  | 2007 |  | 2006
|Weighted average shares outstanding: |  |                          |  |      |  |     
|Basic                                |  | 75.2                     |  | 71.9 |  | 65.4
|Dilutive share-based awards(1)       |  |                         |  | 1.4  |  | 1.1 
|                                     |  |                          |  |      |  |     
|Diluted                              |  | 75.2                     |  | 73.3 |  | 66.5
|                                     |  |                          |  |      |  |     



|(1) | For 2008 excludes 1.1 million potentially dilutive share-based awards as their effect would be antidilutive.
|--- | ------------------------------------------------------------------------------------------------------------

Stock options and warrants to purchase approximately 3.1 million, 3.1 million and 0.1 million shares of the Companys common stock at
December 31, 2008, 2007 and 2006 had exercise prices that exceeded the average market price of the Companys common stock for the three months ended December 31, 2008, 2007 and 2006, respectively. As such, these share-based awards did
not affect the computation of diluted earnings per share.

15. Employee Benefit Plans

The Company maintains defined benefit pension plans for certain of its employees and provides certain postretirement medical and life insurance benefits
for a portion of its employees. At December 31, 2008, substantially all the domestic pension and postretirement plans are frozen to new entrants and to future benefit accruals.

For 2008, pursuant to the measurement date provisions of SFAS 158, the pension and postretirement obligations are measured as of December 31, 2008.
For 2007, the pension and postretirement obligations are measured as of September 30 and December 31. For 2006, the pension and postretirement obligations are measured as of September 30, 2006. The pension and postretirement
obligations for 2007 measured at December 31 are the obligations resulting from the acquisitions of K2 and Pure Fishing. For the plans measured as of December 31, the aggregate benefit obligation and plan assets at December 31, 2007
are $89.1 and $74.8, respectively. Benefit obligations are calculated using generally accepted actuarial methods. Actuarial gains and losses are amortized using the corridor method over the average remaining service life of its active employees.



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Net Periodic Expense

The components of net periodic pension and postretirement benefit expense for 2008, 2007 and 2006 are as follows (in millions):



|                                                                 |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|---------------------------------------------------------------- |  | ---------------- | ----- | - | ------- | - | ---- | ----- |  | - | -------- | - |  | ------- | ----- | - | ----- | - | ---- | -------- |  | - | ------- | - |  | ----- | ----- | - |  | - | ---- | - |  | - | ----- | -
|                                                                 |  | Pension Benefits |      
|                                                                 |  | 2008             |       |   | 2007    |   |      | 2006  | 
|                                                                 |  | Domestic         |       |   | Foreign |   |      | Total |  |   | Domestic |   |  | Foreign |       |   | Total |   |      | Domestic |  |   | Foreign |   |  | Total |      
|Service cost                                                     |  | $                | 0.2   |   |         | $ | 1.0  |       |  | $ | 1.2      |   |  | $       | 0.4   |   |       | $ | 0.8  |          |  | $ | 1.2     |   |  | $     | 0.7   |   |  | $ | 0.7  |   |  | $ | 1.4   |  
|Interest cost                                                    |  |                  | 18.3  |   |         |   | 1.9  |       |  |   | 20.2     |   |  |         | 15.9  |   |       |   | 1.2  |          |  |   | 17.1    |   |  |       | 13.9  |   |  |   | 0.6  |   |  |   | 14.5  |  
|Expected return on plan assets                                   |  |                  | (18.5 | ) |         |   | (1.2 | )     |  |   | (19.7    | ) |  |         | (14.7 | ) |       |   | (0.8 | )        |  |   | (15.5   | ) |  |       | (12.5 | ) |  |   | (0.4 | ) |  |   | (12.9 | )
|Amortization:                                                    |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Prior service cost                                               |  |                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.1   |   |       |   |     |          |  |   | 0.1     |   |  |       | 0.1   |   |  |   |     |   |  |   | 0.1   |  
|Net actuarial loss                                               |  |                  |      |   |         |   |     |       |  |   |         |   |  |         | 0.2   |   |       |   |     |          |  |   | 0.2     |   |  |       | 0.3   |   |  |   | 0.1  |   |  |   | 0.4   |  
|                                                                 |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Net periodic cost                                                |  |                  |      |   |         |   | 1.7  |       |  |   | 1.7      |   |  |         | 1.9   |   |       |   | 1.2  |          |  |   | 3.1     |   |  |       | 2.5   |   |  |   | 1.0  |   |  |   | 3.5   |  
|Curtailments and settlements                                     |  |                  | 0.3   |   |         |   | (0.1 | )     |  |   | 0.2      |   |  |         | 0.9   |   |       |   |     |          |  |   | 0.9     |   |  |       | 0.1   |   |  |   | (0.2 | ) |  |   | (0.1  | )
|                                                                 |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Total expense                                                    |  | $                | 0.3   |   |         | $ | 1.6  |       |  | $ | 1.9      |   |  | $       | 2.8   |   |       | $ | 1.2  |          |  | $ | 4.0     |   |  | $     | 2.6   |   |  | $ | 0.8  |   |  | $ | 3.4   |  
|                                                                 |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Assumptions                                                      |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Weighted average assumption used to calculate net periodic cost: |  |                  |       |   |         |   |      |       |  |   |          |   |  |         |       |   |       |   |      |          |  |   |         |   |  |       |       |   |  |   |      |   |  |   |       |  
|Discount rate                                                    |  |                  | 6.21  | % |         |   | 5.37 | %     |  |   | 6.12     | % |  |         | 5.88  | % |       |   | 4.95 | %        |  |   | 5.80    | % |  |       | 5.43  | % |  |   | 4.51 | % |  |   | 5.39  | %
|Expected return on plan assets                                   |  |                  | 8.14  | % |         |   | 5.72 | %     |  |   | 7.94     | % |  |         | 8.11  | % |       |   | 5.94 | %        |  |   | 8.00    | % |  |       | 8.24  | % |  |   | 6.43 | % |  |   | 8.18  | %
|Rate of compensation increase                                    |  |                  |      |   |         |   | 4.07 | %     |  |   | 4.07     | % |  |         |      |   |       |   | 3.80 | %        |  |   | 3.80    | % |  |       |      |   |  |   | 3.52 | % |  |   | 3.52  | %



|                                                                 |  |                         |       |   |      |   |      |      |  |   |      |  
|---------------------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                                                                 |  | Postretirement Benefits |      
|                                                                 |  | 2008                    |       |   | 2007 |   |      | 2006 | 
|Service cost                                                     |  | $                       | 0.2   |   |      | $ | 0.4  |      |  | $ | 0.5  |  
|Interest cost                                                    |  |                         | 1.1   |   |      |   | 1.2  |      |  |   | 1.4  |  
|Amortization:                                                    |  |                         |       |   |      |   |      |      |  |   |      |  
|Prior service benefit                                            |  |                         | (0.8  | ) |      |   | (0.3 | )    |  |   | (0.3 | )
|Net actuarial (gain)/loss                                        |  |                         | (0.5  | ) |      |   | (0.4 | )    |  |   | 0.1  |  
|                                                                 |  |                         |       |   |      |   |      |      |  |   |      |  
|Net periodic cost                                                |  |                         |      |   |      |   | 0.9  |      |  |   | 1.7  |  
|Curtailments and settlements                                     |  |                         | (16.2 | ) |      |   |     |      |  |   | (1.7 | )
|                                                                 |  |                         |       |   |      |   |      |      |  |   |      |  
|Total expense (credit)                                           |  | $                       | (16.2 | ) |      | $ | 0.9  |      |  | $ |     |  
|                                                                 |  |                         |       |   |      |   |      |      |  |   |      |  
|Assumptions                                                      |  |                         |       |   |      |   |      |      |  |   |      |  
|Weighted average assumption used to calculate net periodic cost: |  |                         |       |   |      |   |      |      |  |   |      |  
|Discount rate                                                    |  |                         | 6.25  | % |      |   | 5.85 | %    |  |   | 5.50 | %
|Rate of compensation increase                                    |  |                         | 3.00  | % |      |   | 3.00 | %    |  |   |     |  



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The amount of accumulated other comprehensive income expected to be recognized in net periodic benefit
cost for the year ending December 31, 2009 is as follows:



|                   |  |                  |     |                |   |       |  |   |     |  |   |    
|------------------ |  | ---------------- | --- | -------------- | - | ----- |  | - | --- |  | - | ---
|                   |  | Pension Benefits |     | Postretirement
|                   |  | Domestic         |     | Foreign        |   | Total | 
|Prior service cost |  | $                |    |                | $ |      |  | $ |    |  | $ | 0.8
|Net actuarial loss |  |                  | 4.8 |                |   | 0.1   |  |   | 4.9 |  |   | 0.1
|                   |  |                  |     |                |   |       |  |   |     |  |   |    
|                   |  | $                | 4.8 |                | $ | 0.1   |  | $ | 4.9 |  | $ | 0.9
|                   |  |                  |     |                |   |       |  |   |     |  |   |    

Funded Status

The following provides a reconciliation of the benefit obligation, plan assets and the funded status of the pension and postretirement plans as of
December 31, 2008 and 2007 (in millions):



|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ---------------------- | - | ----- | ----- |  | - | -------- | - |  | ------- | ----- | - | ----- | - | ----- | - |  | - | ----- | - |  | - | ---- | - |  | - | ----- | -
|                                                                                        |  | Pension Benefits |        |   | PostretirementBenefits |  
|                                                                                        |  | 2008             |        |   | 2007                   |   |       | 2008  |  |   | 2007     |  
|                                                                                        |  | Domestic         |        |   | Foreign                |   |       | Total |  |   | Domestic |   |  | Foreign |       |   | Total |   |       |   |  |   |       |  
|Change in benefit obligation:                                                           |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Benefit obligation at beginning of year                                                 |  | $                | 307.6  |   |                        | $ | 37.4  |       |  | $ | 345.0    |   |  | $       | 254.3 |   |       | $ | 14.7  |   |  | $ | 269.0 |   |  | $ | 18.7 |   |  | $ | 19.9  |  
|Acquisition                                                                             |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         | 67.9  |   |       |   | 21.4  |   |  |   | 89.3  |   |  |   |     |   |  |   | 2.0   |  
|Service cost                                                                            |  |                  | 0.2    |   |                        |   | 1.0   |       |  |   | 1.2      |   |  |         | 0.4   |   |       |   | 0.8   |   |  |   | 1.2   |   |  |   | 0.2  |   |  |   | 0.4   |  
|Interest cost                                                                           |  |                  | 18.3   |   |                        |   | 1.9   |       |  |   | 20.2     |   |  |         | 15.9  |   |       |   | 1.2   |   |  |   | 17.1  |   |  |   | 1.1  |   |  |   | 1.2   |  
|Curtailments and settlements                                                            |  |                  | (0.7   | ) |                        |   | (1.6  | )     |  |   | (2.3     | ) |  |         | (2.4  | ) |       |   | (0.2  | ) |  |   | (2.6  | ) |  |   |     |   |  |   |      |  
|Amendments                                                                              |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         | 0.2   |   |       |   |      |   |  |   | 0.2   |   |  |   | (8.8 | ) |  |   | (2.0  | )
|Actuarial loss (gain)                                                                   |  |                  | 5.7    |   |                        |   | (1.3  | )     |  |   | 4.4      |   |  |         | (8.9  | ) |       |   | (1.2  | ) |  |   | (10.1 | ) |  |   | (2.6 | ) |  |   | (2.2  | )
|Participant contributions                                                               |  |                  |       |   |                        |   | 0.1   |       |  |   | 0.1      |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 0.7  |   |  |   | 0.7   |  
|Benefits paid                                                                           |  |                  | (26.9  | ) |                        |   | (2.3  | )     |  |   | (29.2    | ) |  |         | (19.8 | ) |       |   | (1.2  | ) |  |   | (21.0 | ) |  |   | (1.3 | ) |  |   | (1.5  | )
|Adjustment to initially apply the measurement date provisions of FASB Statement No. 158 |  |                  | 3.9    |   |                        |   | 0.4   |       |  |   | 4.3      |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 0.3  |   |  |   |       |  
|Foreign currency translation and other                                                  |  |                  |       |   |                        |   | (3.4  | )     |  |   | (3.4     | ) |  |         |      |   |       |   | 1.9   |   |  |   | 1.9   |   |  |   | 0.1  |   |  |   | 0.2   |  
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Benefit obligation at end of year(1)                                                    |  |                  | 308.1  |   |                        |   | 32.2  |       |  |   | 340.3    |   |  |         | 307.6 |   |       |   | 37.4  |   |  |   | 345.0 |   |  |   | 8.4  |   |  |   | 18.7  |  
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Change in plan assets:                                                                  |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Fair value of plan assets at beginning of year                                          |  | $                | 259.7  |   |                        | $ | 22.8  |       |  | $ | 282.5    |   |  | $       | 194.0 |   |       | $ | 6.6   |   |  | $ | 200.6 |   |  | $ |     |   |  | $ |      |  
|Acquisition                                                                             |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         | 59.6  |   |       |   | 13.6  |   |  |   | 73.2  |   |  |   |     |   |  |   |      |  
|Actual return on plan assets                                                            |  |                  | (61.9  | ) |                        |   | (1.1  | )     |  |   | (63.0    | ) |  |         | 19.8  |   |       |   | 1.2   |   |  |   | 21.0  |   |  |   |     |   |  |   |      |  
|Company contributions                                                                   |  |                  | 16.2   |   |                        |   | 2.1   |       |  |   | 18.3     |   |  |         | 8.5   |   |       |   | 1.8   |   |  |   | 10.3  |   |  |   | 0.6  |   |  |   | 0.8   |  
|Settlements                                                                             |  |                  | (0.7   | ) |                        |   | (1.0  | )     |  |   | (1.7     | ) |  |         | (2.4  | ) |       |   | (0.2  | ) |  |   | (2.6  | ) |  |   |     |   |  |   |      |  
|Participant contributions                                                               |  |                  |       |   |                        |   | 0.1   |       |  |   | 0.1      |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 0.7  |   |  |   | 0.7   |  
|Benefits paid                                                                           |  |                  | (26.9  | ) |                        |   | (2.3  | )     |  |   | (29.2    | ) |  |         | (19.8 | ) |       |   | (1.2  | ) |  |   | (21.0 | ) |  |   | (1.3 | ) |  |   | (1.5  | )
|Foreign currency translation and other                                                  |  |                  |       |   |                        |   | (3.4  | )     |  |   | (3.4     | ) |  |         |      |   |       |   | 1.0   |   |  |   | 1.0   |   |  |   |     |   |  |   |      |  
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Fair value of plan assets at end of year                                                |  |                  | 186.4  |   |                        |   | 17.2  |       |  |   | 203.6    |   |  |         | 259.7 |   |       |   | 22.8  |   |  |   | 282.5 |   |  |   |     |   |  |   |      |  
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Reconciliation of funded status:                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Funded status                                                                           |  |                  | (121.7 | ) |                        |   | (15.0 | )     |  |   | (136.7   | ) |  |         | (47.9 | ) |       |   | (14.6 | ) |  |   | (62.5 | ) |  |   | (8.4 | ) |  |   | (18.7 | )
|Fourth quarter activity:                                                                |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Curtailments and settlements                                                            |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         | (0.3  | ) |       |   |      |   |  |   | (0.3  | ) |  |   |     |   |  |   |      |  
|Contributions                                                                           |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         | 1.5   |   |       |   | 0.2   |   |  |   | 1.7   |   |  |   |     |   |  |   | 0.1   |  
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Net liability recognized in the consolidated balance sheet                              |  | $                | (121.7 | ) |                        | $ | (15.0 | )     |  | $ | (136.7   | ) |  | $       | (46.7 | ) |       | $ | (14.4 | ) |  | $ | (61.1 | ) |  | $ | (8.4 | ) |  | $ | (18.6 | )
|                                                                                        |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Assumptions                                                                             |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Weighted average assumption used to calculate benefit obligation:                       |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Discount rate                                                                           |  |                  | 6.19   | % |                        |   | 5.57  | %     |  |   | 6.13     | % |  |         | 6.21  | % |       |   | 5.37  | % |  |   | 6.12  | % |  |   | 6.25 | % |  |   | 6.25  | %
|Rate of compensation increase                                                           |  |                  |       |   |                        |   | 2.95  | %     |  |   | 2.95     | % |  |         |      |   |       |   | 4.07  | % |  |   | 4.07  | % |  |   | 3.00 | % |  |   | 3.00  | %
|Healthcare cost trend rate:                                                             |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Current:                                                                                |  |                  |        |   |                        |   |       |       |  |   |          |   |  |         |       |   |       |   |       |   |  |   |       |   |  |   |      |   |  |   |       |  
|Pre-Age 65                                                                              |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 7.25 | % |  |   | 8.00  | %
|Post-Age 65                                                                             |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 7.75 | % |  |   | 9.01  | %
|Ultimate                                                                                |  |                  |       |   |                        |   |      |       |  |   |         |   |  |         |      |   |       |   |      |   |  |   |      |   |  |   | 4.50 | % |  |   | 5.00  | %



|(1) | The accumulated benefit obligation for all defined benefit pension plans was $338.5 and $342.7 at December 31, 2008 and 2007, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



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Amounts recognized in the Companys Consolidated Balance Sheets consist of (in millions):



|                      |  |                  |        |   |                         |   |       |      |  |   |      |   |  |   |       |  
|--------------------- |  | ---------------- | ------ | - | ----------------------- | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                      |  | Pension Benefits |        |   | Postretirement Benefits |  
|                      |  | 2008             |        |   | 2007                    |   |       | 2008 |  |   | 2007 |  
|Other Assets          |  | $                | 0.6    |   |                         | $ | 0.9   |      |  | $ |     |   |  | $ |      |  
|Accrued benefit cost  |  |                  | (137.3 | ) |                         |   | (62.0 | )    |  |   | (8.4 | ) |  |   | (18.6 | )
|                      |  |                  |        |   |                         |   |       |      |  |   |      |   |  |   |       |  
|Net amount recognized |  | $                | (136.7 | ) |                         | $ | (61.1 | )    |  | $ | (8.4 | ) |  | $ | (18.6 | )
|                      |  |                  |        |   |                         |   |       |      |  |   |      |   |  |   |       |  

Summary of under-funded or non-funded pension benefit plans with projected benefit obligation in
excess of plan assets as of December 31, 2008 and 2007 (in millions):



|                             |  |                  |       |      |   |      
|---------------------------- |  | ---------------- | ----- | ---- | - | -----
|                             |  | Pension Benefits
|                             |  | 2008             |       | 2007
|Projected benefit obligation |  | $                | 331.8 |      | $ | 337.8
|Fair value of plan assets    |  |                  | 194.4 |      |   | 274.5

Summary of pension plans with accumulated benefit obligations in excess of plan assets (in
millions):



|                               |  |                  |       |      |   |      
|------------------------------ |  | ---------------- | ----- | ---- | - | -----
|                               |  | Pension Benefits
|                               |  | 2008             |       | 2007
|Accumulated benefit obligation |  | $                | 330.0 |      | $ | 335.7
|Fair value of plan assets      |  |                  | 194.4 |      |   | 274.5

The Company employs a total return investment approach for its pension and postretirement benefit
plans whereby a mix of equities and fixed income investments are used to maximize the long-term return of pension and postretirement plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the
long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments.
Furthermore, equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. Investment risk is measured and
monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The expected long-term rate of return for plan assets is based upon many factors including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The
expected long-term rate of return is adjusted when there are fundamental changes in expected returns on the Companys defined benefit pension plans investments. The Companys target asset allocation for 2008 and 2007 is as follows:
equities55%-65%; bonds25%-40% and cash and money funds0%-20%.

The allocation percentage of plan assets follows:



|                            |  |       |   |  |       |  
|--------------------------- |  | ----- | - |  | ----- | -
|                            |  | 2008  |   |  | 2007  |  
|Asset allocation:           |  |       |   |  |       |  
|Equity securities and funds |  | 42.2  | % |  | 56.8  | %
|Debt securities and funds   |  | 43.9  |   |  | 31.6  |  
|Other                       |  | 13.9  |   |  | 11.6  |  
|                            |  |       |   |  |       |  
|Total                       |  | 100.0 | % |  | 100.0 | %
|                            |  |       |   |  |       |  



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Domestic Contributions

In 2009, the Company expects to make cash contributions of approximately $24 and $1.1 to its domestic pension and postretirement plans, respectively.
These contributions are for both funded and unfunded plans and are net of participant contributions.

Foreign Contributions

The Company funds its pension plans in amounts consistent with applicable laws and regulations and expects to make cash contributions of
approximately $1.3 in 2009.

Information about the expected benefit payments for the Companys pension and postretirement plans are as
follows (in millions):



|                          |  |              |       |                     |   |    
|------------------------- |  | ------------ | ----- | ------------------- | - | ---
|Years Ending December 31, |  | PensionPlans |       | PostretirementPlans
|2009(1)                   |  | $            | 39.5  |                     | $ | 1.1
|2010                      |  |              | 23.5  |                     |   | 0.9
|2011                      |  |              | 23.9  |                     |   | 0.8
|2012                      |  |              | 23.7  |                     |   | 0.7
|2013                      |  |              | 23.4  |                     |   | 0.6
|Next 5 years              |  |              | 121.5 |                     |   | 2.9
|                          |  |              |       |                     |   |    
|Total                     |  | $            | 255.5 |                     | $ | 7.0
|                          |  |              |       |                     |   |    



|(1) | Includes approximately $17 related to the anticipated settlement of a domestic pension plan.
|--- | --------------------------------------------------------------------------------------------

The current healthcare cost trend rate gradually declines through 2012 to the ultimate trend rate and remains level
thereafter. A one percentage point change in assumed healthcare cost trend rates would have the following effects (in millions):



|                                                                     |  |             |     |             |   |      |  
|-------------------------------------------------------------------- |  | ----------- | --- | ----------- | - | ---- | -
|                                                                     |  | 1% Increase |     | 1% Decrease |  
|Service and interest cost components of postretirement benefit costs |  | $           | 0.1 |             | $ | (0.1 | )
|Postretirement benefit obligation                                    |  |             | 0.1 |             |   | (0.1 | )

The Company sponsors defined contribution savings plans for substantially all of its U.S.
employees. Under provisions for this plan, employees may contribute a percentage of eligible compensation on both a before-tax basis and after-tax basis. The Company matches a percentage of a participating employees before-tax contributions.
For 2008, 2007 and 2006 the defined contribution savings plan expense was $9.7, $8.3 and $6.9, respectively.



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16. Reorganization and Acquisition-Related Integration Costs

For 2008, 2007 and 2006, the Company recorded the following reorganization and acquisition-related integration costs (in millions):



|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|------------------------------------- |  | -------------------- | ---- | ------------ | - | ---- | ---------- |  | ----- | --- |  | - | ---- | -
|                                      |  | EmployeeTerminations |      | OtherCharges |   |      | Impairment |  | Total |    
|2008                                  |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Charged to Results of Operations:     |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Outdoor Solutions                     |  | $                    | 14.7 |              | $ | 17.9 |            |  | $     |    |  | $ | 32.6 |  
|Consumer Solutions                    |  |                      |     |              |   |     |            |  |       |    |  |   |     |  
|Branded Consumables                   |  |                      | 7.4  |              |   | 3.3  |            |  |       |    |  |   | 10.7 |  
|Process Solutions                     |  |                      | 3.6  |              |   | 1.6  |            |  |       | 3.7 |  |   | 8.9  |  
|Corporate                             |  |                      | 4.1  |              |   | 3.5  |            |  |       |    |  |   | 7.6  |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Subtotal                              |  |                      | 29.8 |              |   | 26.3 |            |  |       | 3.7 |  |   | 59.8 |  
|Capitalized as a Cost of Acquisition: |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Outdoor Solutions                     |  |                      | 2.5  |              |   | 3.5  |            |  |       |    |  |   | 6.0  |  
|Corporate                             |  |                      | 0.4  |              |   |     |            |  |       |    |  |   | 0.4  |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|                                      |  | $                    | 32.7 |              | $ | 29.8 |            |  | $     | 3.7 |  | $ | 66.2 |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|                                      |  |                      |      |             
|                                      |  | EmployeeTerminations |      | OtherCharges |   |      | Impairment |  | Total |    
|2007                                  |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Charged to Results of Operations:     |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Outdoor Solutions                     |  | $                    | 2.1  |              | $ | 6.5  |            |  | $     | 1.1 |  | $ | 9.7  |  
|Consumer Solutions                    |  |                      | 4.2  |              |   | 12.8 |            |  |       |    |  |   | 17.0 |  
|Branded Consumables                   |  |                      | 2.4  |              |   | 8.0  |            |  |       | 4.3 |  |   | 14.7 |  
|Process Solutions                     |  |                      | 0.5  |              |   | 0.1  |            |  |       | 2.2 |  |   | 2.8  |  
|Corporate                             |  |                      | 1.7  |              |   | 3.2  |            |  |       | 0.5 |  |   | 5.4  |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Subtotal                              |  |                      | 10.9 |              |   | 30.6 |            |  |       | 8.1 |  |   | 49.6 |  
|Capitalized as a Cost of Acquisition: |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Outdoor                               |  |                      | 3.4  |              |   | 1.8  |            |  |       |    |  |   | 5.2  |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|                                      |  | $                    | 14.3 |              | $ | 32.4 |            |  | $     | 8.1 |  | $ | 54.8 |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|                                      |  |                      |      |             
|                                      |  | EmployeeTerminations |      | OtherCharges |   |      | Impairment |  | Total |    
|2006                                  |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|Outdoor Solutions                     |  | $                    | 2.8  |              | $ | 0.1  |            |  | $     |    |  | $ | 2.9  |  
|Consumer Solutions                    |  |                      | 10.6 |              |   | 16.0 |            |  |       |    |  |   | 26.6 |  
|Branded Consumables                   |  |                      | 0.8  |              |   | 3.7  |            |  |       | 3.3 |  |   | 7.8  |  
|Corporate                             |  |                      |     |              |   | (0.5 | )          |  |       |    |  |   | (0.5 | )
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  
|                                      |  | $                    | 14.2 |              | $ | 19.3 |            |  | $     | 3.3 |  | $ | 36.8 |  
|                                      |  |                      |      |              |   |      |            |  |       |     |  |   |      |  

Capitalized Reorganization and Impairment Charges

In connection with the Acquisition, management approved and initiated plans to restructure the operations of K2. These plans were contemplated at the time
of the 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 and 2007 primarily
relate to workforce reductions associated with the elimination of duplicative functions and other exit costs resulting from the Acquisition. These costs were recognized as a liability assumed in the Acquisition and are included in the allocation of
the cost to acquire K2 (see Note 3) and are accrued within the Outdoor Solutions segment.



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Outdoor Solutions Segment Reorganization

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

For 2008 and 2007, other charges relate to the integration of K2 and Pure Fishing and include professional fees ($5.7 and $1.8, respectively), contract termination fees ($0.6 and $0.8, respectively), lease and move costs ($3.7 and $2.2,
respectively) and other costs ($7.9 and $1.8, respectively).

As of December 31, 2008, $5.3 of severance and other employee related
costs and $5.7 of other costs remain accrued for these initiatives.

Consumer Solutions Segment Reorganization

As part of the acquisition of American Household, Inc. (the AHI Acquisition) and The Holmes Group, Inc. (the THG Acquisition),
each in 2005, it was determined that, due to similarities between the combined Consumer Solutions segment customer base, distribution channels and operations, significant cost savings could be achieved by integrating certain functions of these
businesses, such as distribution and warehousing, information technology and certain administrative functions. In order to leverage a shared infrastructure, the Company initiated certain reorganization plans prior to 2006. This initiative was
largely completed during 2007. Employee termination charges for 2007 and 2006 primarily relate to this plan.

For 2007, other charges
primarily consist of lease termination costs ($8.0) and professional fees, employee relocation and other charges ($4.8). For 2006, other charges primarily consist of facility closing costs, ($4.2), retention bonuses ($4.3), professional fees ($4.8),
travel expenses ($1.7) and of relocation costs ($0.6).

As of December 31, 2008, $9.5 of costs, primarily lease obligations, remain
accrued for these initiatives.

Branded Consumables Segment Reorganization

In 2007, the Company initiated a plan to consolidate certain non-manufacturing processes across this segments platform. This plan includes headcount
reduction and facility consolidation. Prior to 2007, the Company began implementing a strategic plan to reorganize its Branded Consumables segment and thereby facilitate long-term cost savings and improve management and reporting capabilities.
Specific cost savings initiatives include the utilization of certain shared distribution and warehousing services and information systems platforms and outsourcing the manufacturing of certain kitchen products. Employee termination charges in 2007,
and 2006 primarily relate to these plans and all employees under this plan have been terminated.

For 2008 and 2007, other charges
primarily consist of facility closing costs ($0.9 and $1.8, respectively) and other costs for professional fees and employee relocation, primarily related to the consolidation of certain non-manufacturing processes across the segment platform ($2.4
and $6.2, respectively). For 2006, other charges primarily consisted of inventory moving costs ($1.6).

Impairment costs for 2007 relate to
the exit of the casino chip business, which resulted in a goodwill impairment charge ($2.9) and the write off of certain other assets related to this business ($1.4).

Process Solutions Segment Reorganization

During 2007, the Company initiated a plan to
consolidate manufacturing facilities related to the plastics business. The plan was expected to result in facility closures and headcount reductions. Employee termination and other charges for 2008 primarily relate to this plan and $2.8 of cost
remained accrued at December 31, 2008.



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The impairment charge in 2008 primarily relates to the write down of long-lived assets attributable to a
plant closure announced in 2008.

The impairment charge in 2007 primarily relates to the write down of long-lived assets used in the
production process for certain unprofitable product-lines that were exited during 2007.

Corporate Reorganization

For 2008 and 2007, the severance and other employee benefit-related benefits costs ($4.1 and $1.7, respectively) and other charges ($3.5 and $3.2,
respectively), principally professional fees, are primarily due to the integration of certain corporate functions related to the Acquisition.

The following table sets forth the details and the activity related to reorganization and acquisition-related integration costs as of and for the years ended December 31, 2008 and 2007 (in millions):



|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|----------------------------------------- |  | --------------------------------- | ---- | ----------------------------------------------------------- | - | -------- |  | - | ------------------------ |  | - | --------------------------------- | - |  | - | ---- | - |  | - | ----
|                                          |  | AccrualBalance atDecember 31,2007 |      | Reorganization andacquisition-relatedintegration costs,
net |   | Payments |  |   | ForeignCurrencyand Other |  |   | AccrualBalance atDecember 31,2008
|                                          |  | Chargedto Results ofOperations    |      | Capitalizedas a Cost ofAcquisition                          |   |          | 
|Severance and other employee-related(1)   |  | $                                 | 11.6 |                                                             | $ | 29.8     |  | $ | 2.9                      |  | $ | (27.5                             | ) |  | $ | (4.5 | ) |  | $ | 12.3
|Other costs                               |  |                                   | 14.9 |                                                             |   | 26.3     |  |   | 3.5                      |  |   | (30.8                             | ) |  |   | 1.9  |   |  |   | 15.8
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  | $                                 | 26.5 |                                                             | $ | 56.1     |  | $ | 6.4                      |  | $ | (58.3                             | ) |  | $ | (2.6 | ) |  | $ | 28.1
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|Impairment                                |  |                                   |      |                                                             |   | 3.7      |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             | $ | 59.8     |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             |  
|                                          |  | AccrualBalance atDecember 31,2006 |      | Reorganization andacquisition-relatedintegration costs, net |   | Payments |  |   | ForeignCurrencyand Other |  |   | AccrualBalance atDecember 31,2007
|                                          |  | Chargedto Results ofOperations    |      | Capitalizedas a Cost ofAcquisition                          |   |          | 
|Severance and otheremployee-related(1)(2) |  | $                                 | 11.5 |                                                             | $ | 10.9     |  | $ | 3.4                      |  | $ | (14.3                             | ) |  | $ | 0.1  |   |  | $ | 11.6
|Other costs(2)                            |  |                                   | 3.4  |                                                             |   | 30.6     |  |   | 1.8                      |  |   | (20.9                             | ) |  |   |     |   |  |   | 14.9
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  | $                                 | 14.9 |                                                             | $ | 41.5     |  | $ | 5.2                      |  | $ | (35.2                             | ) |  | $ | 0.1  |   |  | $ | 26.5
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|Impairment                                |  |                                   |      |                                                             |   | 8.1      |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             | $ | 49.6     |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     
|                                          |  |                                   |      |                                                             |   |          |  |   |                          |  |   |                                   |   |  |   |      |   |  |   |     



|(1) | For 2008 and 2007, the total headcount underlying these costs is approximately 900 and 1,150, respectively. At December 31, 2008, approximately 50 employees have not been
terminated under the plans.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts accrued at December 31, 2008 for severance and other employee-related will be paid in 2009, while amounts accrued for other costs (principally lease costs) will be paid
through 2015.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17. Segment Information

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

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



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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® and Planet Earth®.

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

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.



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Segment information as of and for the years ended December 31, 2008, 2007 and 2006 is as follows (in
millions):



|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | ------------------ |  | - | ---------------- | - |  | ------------------------ | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Year ended December 31, 2008                                    |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Net sales                                                       |  | $                | 2,481.0 |   |                   | $ | 1,812.9 |                    |  | $ | 804.9            |   |  | $                        | 348.6 |   |                        | $ | (64.1 | )                     |  | $ | 5,383.3      |   |  | $ |       |   |  | $ | 5,383.3 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Segment earnings (loss)                                         |  |                  | 297.6   |   |                   |   | 253.9   |                    |  |   | 96.4             |   |  |                          | 42.7  |   |                        |   |      |                       |  |   | 690.6        |   |  |   | (81.2  | ) |  |   | 609.4   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Reorganization costs                                            |  |                  | (32.6   | ) |                   |   |        |                    |  |   | (10.7            | ) |  |                          | (8.9  | ) |                        |   |      |                       |  |   | (52.2        | ) |  |   | (7.6   | ) |  |   | (59.8   | )
|Impairment of goodwill and intangibles                          |  |                  | (30.2   | ) |                   |   | (76.3   | )                  |  |   | (176.7           | ) |  |                          |      |   |                        |   |      |                       |  |   | (283.2       | ) |  |   |       |   |  |   | (283.2  | )
|Depreciation and amortization                                   |  |                  | (62.5   | ) |                   |   | (27.1   | )                  |  |   | (17.0            | ) |  |                          | (12.6 | ) |                        |   |      |                       |  |   | (119.2       | ) |  |   | (1.1   | ) |  |   | (120.3  | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 172.3   |   |                   | $ | 150.5   |                    |  | $ | (108.0           | ) |  | $                        | 21.2  |   |                        | $ |      |                       |  | $ | 236.0        |   |  | $ | (89.9  | ) |  | $ | 146.1   |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Other segment data:                                             |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Total assets                                                    |  | $                | 2,598.4 |   |                   | $ | 1,755.7 |                    |  | $ | 898.0            |   |  | $                        | 215.0 |   |                        | $ |      |                       |  | $ | 5,467.1      |   |  | $ | 259.9  |   |  | $ | 5,727.0 |  
|Capital expenditures                                            |  |                  | 47.1    |   |                   |   | 24.0    |                    |  |   | 19.3             |   |  |                          | 9.6   |   |                        |   |      |                       |  |   | 100.0        |   |  |   | 2.2    |   |  |   | 102.2   |  
|                                                                |  |                  |         |   |                   |   |         |                   
|                                                                |  | OutdoorSolutions |         |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Year ended December 31, 2007                                    |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Net sales                                                       |  | $                | 1,698.6 |   |                   | $ | 1,869.2 |                    |  | $ | 806.2            |   |  | $                        | 353.6 |   |                        | $ | (67.5 | )                     |  | $ | 4,660.1      |   |  | $ |       |   |  | $ | 4,660.1 |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Segment earnings (loss)                                         |  |                  | 210.1   |   |                   |   | 271.1   |                    |  |   | 100.4            |   |  |                          | 35.0  |   |                        |   |      |                       |  |   | 616.6        |   |  |   | (115.1 | ) |  |   | 501.5   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Fair value adjustment to inventory                              |  |                  | (115.8  | ) |                   |   |        |                    |  |   |                 |   |  |                          | (3.1  | ) |                        |   |      |                       |  |   | (118.9       | ) |  |   |       |   |  |   | (118.9  | )
|Reorganization costs                                            |  |                  | (9.7    | ) |                   |   | (17.0   | )                  |  |   | (14.7            | ) |  |                          | (2.8  | ) |                        |   |      |                       |  |   | (44.2        | ) |  |   | (5.4   | ) |  |   | (49.6   | )
|Other integration-related costs                                 |  |                  | (1.4    | ) |                   |   | (1.1    | )                  |  |   | (0.9             | ) |  |                          | (1.2  | ) |                        |   |      |                       |  |   | (4.6         | ) |  |   |       |   |  |   | (4.6    | )
|Depreciation and amortization                                   |  |                  | (39.4   | ) |                   |   | (26.9   | )                  |  |   | (18.1            | ) |  |                          | (10.3 | ) |                        |   |      |                       |  |   | (94.7        | ) |  |   | (1.7   | ) |  |   | (96.4   | )
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 43.8    |   |                   | $ | 226.1   |                    |  | $ | 66.7             |   |  | $                        | 17.6  |   |                        | $ |      |                       |  | $ | 354.2        |   |  | $ | (122.2 | ) |  | $ | 232.0   |  
|                                                                |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Other segment data:                                             |  |                  |         |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |        |   |  |   |         |  
|Total assets                                                    |  | $                | 2,759.8 |   |                   | $ | 1,842.1 |                    |  | $ | 1,044.9          |   |  | $                        | 173.6 |   |                        | $ |      |                       |  | $ | 5,820.4      |   |  | $ | 47.7   |   |  | $ | 5,868.1 |  
|Capital expenditures                                            |  |                  | 30.5    |   |                   |   | 21.9    |                    |  |   | 13.1             |   |  |                          | 10.6  |   |                        |   |      |                       |  |   | 76.1         |   |  |   | 5.1    |   |  |   | 81.2    |  



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|                                                                |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------------- |  | ---------------- | ----- | - | ----------------- | - | ------- | ------------------ |  | - | ---------------- | - |  | ------------------------ | ----- | - | ---------------------- | - | ----- | --------------------- |  | - | ------------ | - |  | - | ----- | - |  | - | ------- | -
|                                                                |  | OutdoorSolutions |       |   | ConsumerSolutions |   |         | BrandedConsumables |  |   | ProcessSolutions |   |  | IntercompanyEliminations |       |   | TotalOperatingSegments |   |       | Corporate/Unallocated |  |   | Consolidated |  
|Year ended December 31, 2006                                    |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Net sales                                                       |  | $                | 901.0 |   |                   | $ | 1,892.2 |                    |  | $ | 812.0            |   |  | $                        | 309.4 |   |                        | $ | (68.3 | )                     |  | $ | 3,846.3      |   |  | $ |      |   |  | $ | 3,846.3 |  
|                                                                |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Segment earnings (loss)                                         |  |                  | 84.3  |   |                   |   | 250.3   |                    |  |   | 118.4            |   |  |                          | 33.8  |   |                        |   |      |                       |  |   | 486.8        |   |  |   | (67.8 | ) |  |   | 419.0   |  
|Adjustments to reconcile to reported operating earnings (loss): |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Fair value adjustment to inventory                              |  |                  |      |   |                   |   |        |                    |  |   | (10.4            | ) |  |                          |      |   |                        |   |      |                       |  |   | (10.4        | ) |  |   |      |   |  |   | (10.4   | )
|Reorganization costs                                            |  |                  | (2.9  | ) |                   |   | (26.6   | )                  |  |   | (7.8             | ) |  |                          |      |   |                        |   |      |                       |  |   | (37.3        | ) |  |   | 0.5   |   |  |   | (36.8   | )
|Impairment/write-off of assets                                  |  |                  | (0.3  | ) |                   |   |        |                    |  |   |                 |   |  |                          |      |   |                        |   |      |                       |  |   | (0.3         | ) |  |   |      |   |  |   | (0.3    | )
|Other integration-related costs                                 |  |                  |      |   |                   |   | (3.4    | )                  |  |   |                 |   |  |                          |      |   |                        |   |      |                       |  |   | (3.4         | ) |  |   | (1.1  | ) |  |   | (4.5    | )
|Depreciation and amortization                                   |  |                  | (17.0 | ) |                   |   | (25.5   | )                  |  |   | (13.1            | ) |  |                          | (9.4  | ) |                        |   |      |                       |  |   | (65.0        | ) |  |   | (1.4  | ) |  |   | (66.4   | )
|                                                                |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Operating earnings (loss)                                       |  | $                | 64.1  |   |                   | $ | 194.8   |                    |  | $ | 87.1             |   |  | $                        | 24.4  |   |                        | $ |      |                       |  | $ | 370.4        |   |  | $ | (69.8 | ) |  | $ | 300.6   |  
|                                                                |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Other segment data:                                             |  |                  |       |   |                   |   |         |                    |  |   |                  |   |  |                          |       |   |                        |   |       |                       |  |   |              |   |  |   |       |   |  |   |         |  
|Total assets                                                    |  | $                | 730.5 |   |                   | $ | 1,801.3 |                    |  | $ | 1,083.3          |   |  | $                        | 112.7 |   |                        | $ |      |                       |  | $ | 3,727.8      |   |  | $ | 154.8 |   |  | $ | 3,882.6 |  
|Capital expenditures                                            |  |                  | 25.7  |   |                   |   | 21.5    |                    |  |   | 8.4              |   |  |                          | 12.8  |   |                        |   |      |                       |  |   | 68.4         |   |  |   | 0.4   |   |  |   | 68.8    |  

Geographic Information



|                     |  |               |         |               |   |         |  |   |        
|-------------------- |  | ------------- | ------- | ------------- | - | ------- |  | - | -------
|                     |  | Domestic      |         | International |   | Total  
|                     |  | (in millions)
|2008                 |  |               |         |               |   |         |  |   |        
|Net sales            |  | $             | 3,670.1 |               | $ | 1,713.2 |  | $ | 5,383.3
|Long-lived assets(1) |  |               | 2,658.2 |               |   | 261.4   |  |   | 2,919.6
|                     |  |               |        
|2007                 |  |               |         |               |   |         |  |   |        
|Net sales            |  | $             | 3,235.3 |               | $ | 1,424.8 |  | $ | 4,660.1
|Long-lived assets(1) |  |               | 2,944.6 |               |   | 303.7   |  |   | 3,248.3
|                     |  |               |        
|2006                 |  |               |         |               |   |         |  |   |        
|Net sales            |  | $             | 2,898.5 |               | $ | 947.8   |  | $ | 3,846.3
|Long-lived assets(1) |  |               | 2,105.0 |               |   | 168.7   |  |   | 2,273.7



(1) Capital assets, goodwill and intangibles

18. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income (loss) at December 31, 2008 and 2007 are as follows (in millions):



|                                                    |  |              |       |   |      |   |      |  
|--------------------------------------------------- |  | ------------ | ----- | - | ---- | - | ---- | -
|                                                    |  | December 31, |      
|                                                    |  | 2008         |       |   | 2007 |  
|Foreign currency translation adjustment             |  | $            | (10.9 | ) |      | $ | 39.1 |  
|Derivative financial instruments, net               |  |              | 1.5   |   |      |   | (8.0 | )
|Accrued benefit costs, net                          |  |              | (42.4 | ) |      |   | 16.4 |  
|                                                    |  |              |       |   |      |   |      |  
|Total accumulated other comprehensive income (loss) |  | $            | (51.8 | ) |      | $ | 47.5 |  
|                                                    |  |              |       |   |      |   |      |  



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19. Condensed Consolidating Financial Statements

The Companys Senior Notes (see Note 9) are fully guaranteed, jointly and severally, by certain of the Companys domestic subsidiaries
(Guarantor Subsidiaries). The Companys non-United States subsidiaries and those domestic subsidiaries who are not guarantors (Non-Guarantor Subsidiaries) are not guaranteeing these Senior Notes. Presented below are the
condensed consolidating financial statements of the Company (Parent), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis as of and for the years ended December 31, 2008, 2007 and 2006.

Condensed Consolidating Statements of Income (in millions):



|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|------------------------------------ |  | ---------------------------- | ------ | - | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | ------ | - |  | - | ------- | -
|                                     |  | Year Ended December 31, 2008 |       
|                                     |  | Parent                       |        |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated |       
|Net sales                            |  | $                            |       |   |                       | $ | 3.515.0                   |  | $            | 2,046.1 |  | $            | (177.8 | ) |  | $ | 5.383.3 |  
|Costs and expenses                   |  |                              | 76.5   |   |                       |   | 3,470.3                   |  |              | 1,868.2 |  |              | (177.8 | ) |  |   | 5,237.2 |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Operating (loss) earnings            |  |                              | (76.5  | ) |                       |   | 44.7                      |  |              | 177.9   |  |              |       |   |  |   | 146.1   |  
|Other expense, net                   |  |                              | 27.4   |   |                       |   | 110.1                     |  |              | 67.5    |  |              |       |   |  |   | 205.0   |  
|Equity in the income of subsidiaries |  |                              | 45.0   |   |                       |   | 117.6                     |  |              |        |  |              | (162.6 | ) |  |   |        |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Net income (loss)                    |  | $                            | (58.9  | ) |                       | $ | 52.2                      |  | $            | 110.4   |  | $            | (162.6 | ) |  | $ | (58.9   | )
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|                                     | 
|                                     |  | Year Ended December 31, 2007 |       
|                                     |  | Parent                       |        |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated |       
|Net sales                            |  | $                            |       |   |                       | $ | 3,209.6                   |  | $            | 1,614.5 |  | $            | (164.0 | ) |  | $ | 4,660.1 |  
|Costs and expenses                   |  |                              | 106.5  |   |                       |   | 3,038.2                   |  |              | 1,447.4 |  |              | (164.0 | ) |  |   | 4,428.1 |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Operating (loss) earnings            |  |                              | (106.5 | ) |                       |   | 171.4                     |  |              | 167.1   |  |              |       |   |  |   | 232.0   |  
|Other expense, net                   |  |                              | (24.7  | ) |                       |   | 178.0                     |  |              | 50.6    |  |              |       |   |  |   | 203.9   |  
|Equity in the income of subsidiaries |  |                              | 109.9  |   |                       |   | 112.8                     |  |              |        |  |              | (222.7 | ) |  |   |        |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Net income                           |  | $                            | 28.1   |   |                       | $ | 106.2                     |  | $            | 116.5   |  | $            | (222.7 | ) |  | $ | 28.1    |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|                                     | 
|                                     |  | Year Ended December 31, 2006 |       
|                                     |  | Parent                       |        |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated |       
|Net sales                            |  | $                            |       |   |                       | $ | 2,918.4                   |  | $            | 1,114.7 |  | $            | (186.8 | ) |  | $ | 3,846.3 |  
|Costs and expenses                   |  |                              | 64.4   |   |                       |   | 2,656.8                   |  |              | 1,011.3 |  |              | (186.8 | ) |  |   | 3,545.7 |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Operating (loss) earnings            |  |                              | (64.4  | ) |                       |   | 261.6                     |  |              | 103.4   |  |              |       |   |  |   | 300.6   |  
|Other expense, net                   |  |                              | 41.5   |   |                       |   | 112.6                     |  |              | 40.5    |  |              |       |   |  |   | 194.6   |  
|Equity in the income of subsidiaries |  |                              | 211.9  |   |                       |   | 63.7                      |  |              |        |  |              | (275.6 | ) |  |   |        |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  
|Net income                           |  | $                            | 106.0  |   |                       | $ | 212.7                     |  | $            | 62.9    |  | $            | (275.6 | ) |  | $ | 106.0   |  
|                                     |  |                              |        |   |                       |   |                           |  |              |         |  |              |        |   |  |   |         |  



99



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Condensed Consolidating Balance Sheets (in millions):



|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|------------------------------------------ |  | ----------------------- | ------- | --------------------- | - | ------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                           |  | As of December 31, 2008
|                                           |  | 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
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|                                           | 
|                                           |  | As of December 31, 2007
|                                           |  | Parent                  |         | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets                                     |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current assets                             |  | $                       | 67.3    |                       | $ | 1,012.7                   |  | $            | 1,470.9 |  | $            | (0.7     | ) |  | $ | 2,550.2
|Investment in subsidiaries                 |  |                         | 4,268.9 |                       |   | 819.4                     |  |              |        |  |              | (5,088.3 | ) |  |   |       
|Non-current assets                         |  |                         | 97.5    |                       |   | 3,530.0                   |  |              | 255.2   |  |              | (564.8   | ) |  |   | 3,317.9
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total assets                               |  | $                       | 4,433.7 |                       | $ | 5,362.1                   |  | $            | 1,726.1 |  | $            | (5,653.8 | ) |  | $ | 5,868.1
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Liabilities and stockholders equity       |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Current liabilities                        |  | $                       | 89.6    |                       | $ | 606.7                     |  | $            | 584.1   |  |              |         |   |  | $ | 1,280.4
|Non-current liabilities                    |  |                         | 2,805.5 |                       |   | 513.4                     |  |              | 295.7   |  |              | (565.5   | ) |  |   | 3,049.1
|Stockholders equity                       |  |                         | 1,538.6 |                       |   | 4,242.0                   |  |              | 846.3   |  |              | (5,088.3 | ) |  |   | 1,538.6
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $                       | 4,433.7 |                       | $ | 5,362.1                   |  | $            | 1,726.1 |  | $            | (5,653.8 | ) |  | $ | 5,868.1
|                                           |  |                         |         |                       |   |                           |  |              |         |  |              |          |   |  |   |        



100



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Condensed Consolidating Statements of Cash Flows (in millions):



|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|-------------------------------------------------------- |  | ---------------------------- | ------- | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------- | -
|                                                         |  | Year Ended December 31, 2008 |        
|                                                         |  | Parent                       |         |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities, net |  | $                            | (626.1  | ) |                       | $ | 724.6  |                           |  | $ | 151.4        |   |              | $ |  |  | $ | 249.9   |  
|Financing activities:                                    |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net change in short-term debt                            |  |                              | 130.2   |   |                       |   |       |                           |  |   | 1.3          |   |              |   |  |  |   | 131.5   |  
|(Payments on) proceeds from intercompany transactions    |  |                              | 733.1   |   |                       |   | (638.7 | )                         |  |   | (94.4        | ) |              |   |  |  |   |        |  
|Proceeds from issuance of long-term debt                 |  |                              | 25.0    |   |                       |   |       |                           |  |   |             |   |              |   |  |  |   | 25.0    |  
|Payments on long-term debt                               |  |                              | (24.3   | ) |                       |   |       |                           |  |   | (0.7         | ) |              |   |  |  |   | (25.0   | )
|Issuance (repurchase) of common stock, net               |  |                              | (21.4   | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (21.4   | )
|Other                                                    |  |                              | (5.5    | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (5.5    | )
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash provided by (used in) financing activities      |  |                              | 837.1   |   |                       |   | (638.7 | )                         |  |   | (93.8        | ) |              |   |  |  |   | 104.6   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Investing activities:                                    |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Additions to property, plant and equipment               |  |                              | (2.2    | ) |                       |   | (83.1  | )                         |  |   | (16.9        | ) |              |   |  |  |   | (102.2  | )
|Acquisition of business, net of cash acquired            |  |                              | (40.0   | ) |                       |   | (1.6   | )                         |  |   | (1.0         | ) |              |   |  |  |   | (42.6   | )
|Other                                                    |  |                              | (16.3   | ) |                       |   | (4.0   | )                         |  |   | (10.4        | ) |              |   |  |  |   | (30.7   | )
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash used in investing activities                    |  |                              | (58.5   | ) |                       |   | (88.7  | )                         |  |   | (28.3        | ) |              |   |  |  |   | (175.5  | )
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash                  |  |                              |        |   |                       |   |       |                           |  |   | (6.7         | ) |              |   |  |  |   | (6.7    | )
|Net increase (decrease) in cash and cash equivalents     |  |                              | 152.5   |   |                       |   | (2.8   | )                         |  |   | 22.6         |   |              |   |  |  |   | 172.3   |  
|Cash and cash equivalents at beginning of year           |  |                              | 59.3    |   |                       |   | 10.7   |                           |  |   | 150.5        |   |              |   |  |  |   | 220.5   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents at end of year                 |  | $                            | 211.8   |   |                       | $ | 7.9    |                           |  | $ | 173.1        |   |              | $ |  |  | $ | 392.8   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|                                                         | 
|                                                         |  | Year Ended December 31, 2007 |        
|                                                         |  | Parent                       |         |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities, net |  | $                            | (157.7  | ) |                       | $ | 386.1  |                           |  | $ | 76.4         |   |              | $ |  |  | $ | 304.8   |  
|Financing activities:                                    |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net change in short-term debt                            |  |                              | (29.3   | ) |                       |   |       |                           |  |   | 245.5        |   |              |   |  |  |   | 216.2   |  
|(Payments on) proceeds from intercompany transactions    |  |                              | 526.5   |   |                       |   | (322.5 | )                         |  |   | (204.0       | ) |              |   |  |  |   |        |  
|Proceeds from issuance of long-term debt                 |  |                              | 1,350.0 |   |                       |   |       |                           |  |   |             |   |              |   |   |  |   | 1,350.0 |  
|Payments on long-term debt                               |  |                              | (770.1  | ) |                       |   |       |                           |  |   | (23.1        | ) |              |   |  |  |   | (793.2  | )
|Issuance (repurchase) of common stock, net               |  |                              | (56.2   | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (56.2   | )
|Other                                                    |  |                              | (36.2   | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (36.2   | )
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash provided by (used in) financing activities      |  |                              | 984.7   |   |                       |   | (322.5 | )                         |  |   | 18.4         |   |              |   |  |  |   | 680.6   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Investing activities:                                    |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Additions to property, plant and equipment               |  |                              | (5.1    | ) |                       |   | (53.3  | )                         |  |   | (22.8        | ) |              |   |  |  |   | (81.2   | )
|Acquisition of business, net of cash acquired            |  |                              | (909.5  | ) |                       |   |       |                           |  |   |             |   |              |   |  |  |   | (909.5  | )
|Other                                                    |  |                              | 21.1    |   |                       |   |       |                           |  |   | (3.0         | ) |              |   |  |  |   | 18.1    |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash used in investing activities                    |  |                              | (893.5  | ) |                       |   | (53.3  | )                         |  |   | (25.8        | ) |              |   |  |  |   | (972.6  | )
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash                  |  |                              |        |   |                       |   |       |                           |  |   | 5.1          |   |              |   |  |  |   | 5.1     |  
|Net increase (decrease) in cash and cash equivalents     |  |                              | (66.5   | ) |                       |   | 10.3   |                           |  |   | 74.1         |   |              |   |  |  |   | 17.9    |  
|Cash and cash equivalents at beginning of year           |  |                              | 125.8   |   |                       |   | 0.4    |                           |  |   | 76.4         |   |              |   |  |  |   | 202.6   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents at end of year                 |  | $                            | 59.3    |   |                       | $ | 10.7   |                           |  | $ | 150.5        |   |              | $ |  |  | $ | 220.5   |  
|                                                         |  |                              |         |   |                       |   |        |                           |  |   |              |   |              |   |   |  |   |         |  



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|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|----------------------------------------------------- |  | ---------------------------- | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                      |  | Year Ended December 31, 2006 |       
|                                                      |  | Parent                       |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by operating activities, net        |  | $                            | 171.8  |   |                       | $ | 32.8  |                           |  | $ | 31.4         |   |              | $ |  |  | $ | 236.0  |  
|Financing activities:                                 |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net change in short-term debt                         |  |                              |       |   |                       |   |      |                           |  |   | (6.6         | ) |              |   |  |  |   | (6.6   | )
|(Payments on) proceeds from intercompany transactions |  |                              | (50.0  | ) |                       |   | 37.4  |                           |  |   | 12.6         |   |              |   |  |  |   |       |  
|Payments on long-term debt                            |  |                              | (80.0  | ) |                       |   | (1.3  | )                         |  |   | (5.6         | ) |              |   |  |  |   | (86.9  | )
|Issuance (repurchase) of common stock, net            |  |                              | 95.3   |   |                       |   |      |                           |  |   |             |   |              |   |  |  |   | 95.3   |  
|Other                                                 |  |                              | 3.3    |   |                       |   | (0.2  | )                         |  |   | (0.5         | ) |              |   |  |  |   | 2.6    |  
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities   |  |                              | (31.4  | ) |                       |   | 35.9  |                           |  |   | (0.1         | ) |              |   |  |  |   | 4.4    |  
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Investing activities:                                 |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Additions to property, plant and equipment            |  |                              | (0.4   | ) |                       |   | (53.6 | )                         |  |   | (14.8        | ) |              |   |  |  |   | (68.8  | )
|Acquisition of business, net of cash acquired         |  |                              | (198.7 | ) |                       |   | (11.1 | )                         |  |   |             |   |              |   |  |  |   | (209.8 | )
|Other                                                 |  |                              |       |   |                       |   | 1.0   |                           |  |   | 0.1          |   |              |   |  |  |   | 1.1    |  
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Net cash used in investing activities                 |  |                              | (199.1 | ) |                       |   | (63.7 | )                         |  |   | (14.7        | ) |              |   |  |  |   | (277.5 | )
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash               |  |                              |       |   |                       |   |      |                           |  |   | 2.6          |   |              |   |  |  |   | 2.6    |  
|Net increase (decrease) in cash and cash equivalents  |  |                              | (58.7  | ) |                       |   | 5.0   |                           |  |   | 19.2         |   |              |   |  |  |   | (34.5  | )
|Cash and cash equivalents at beginning of year        |  |                              | 184.5  |   |                       |   | (4.6  | )                         |  |   | 57.2         |   |              |   |  |  |   | 237.1  |  
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of year              |  | $                            | 125.8  |   |                       | $ | 0.4   |                           |  | $ | 76.4         |   |              | $ |  |  | $ | 202.6  |  
|                                                      |  |                              |        |   |                       |   |       |                           |  |   |              |   |              |   |   |  |   |        |  

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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20. Quarterly Results of Operations (Unaudited)

Summarized quarterly results of operations for 2008 and 2007 were as follows (see Note 3 for a discussion of the Companys acquisitions that occurred
during these periods):



|                                     |  |                                                 |         |               |   |              |  |                  |         |  |       |         |   |  |   |         |  
|------------------------------------ |  | ----------------------------------------------- | ------- | ------------- | - | ------------ |  | ---------------- | ------- |  | ----- | ------- | - |  | - | ------- | -
|                                     |  | FirstQuarter                                    |         | SecondQuarter |   | ThirdQuarter |  | FourthQuarter(2) |         |  | Total |        
|                                     |  | (millions of dollars, except per share amounts) |        
|2008                                 |  |                                                 |         |               |   |              |  |                  |         |  |       |         |   |  |   |         |  
|Net sales                            |  | $                                               | 1,217.4 |               | $ | 1,360.0      |  | $                | 1,455.6 |  | $     | 1,350.3 |   |  | $ | 5,383.3 |  
|Gross profit                         |  |                                                 | 327.8   |               |   | 380.8        |  |                  | 415.8   |  |       | 378.4   |   |  |   | 1,502.8 |  
|Net income (loss) as reported        |  |                                                 | 4.7     |               |   | 43.0         |  |                  | 63.8    |  |       | (170.4  | ) |  |   | (58.9   | )
|Basic earnings (loss) per share(1)   |  |                                                 | 0.06    |               |   | 0.57         |  |                  | 0.85    |  |       | (2.28   | ) |  |   | (0.78   | )
|Diluted earnings (loss) per share(1) |  |                                                 | 0.06    |               |   | 0.56         |  |                  | 0.83    |  |       | (2.28   | ) |  |   | (0.78   | )
|                                     |  |                                                 |         |               |  
|2007                                 |  |                                                 |         |               |   |              |  |                  |         |  |       |         |   |  |   |         |  
|Net sales                            |  | $                                               | 820.9   |               | $ | 1,050.1      |  | $                | 1,322.2 |  | $     | 1,466.9 |   |  | $ | 4,660.1 |  
|Gross profit                         |  |                                                 | 201.3   |               |   | 263.1        |  |                  | 327.8   |  |       | 350.5   |   |  |   | 1,142.7 |  
|Net income (loss) as reported        |  |                                                 | 1.4     |               |   | 16.7         |  |                  | 21.2    |  |       | (11.2   | ) |  |   | 28.1    |  
|Basic earnings (loss) per share(1)   |  |                                                 | 0.02    |               |   | 0.24         |  |                  | 0.29    |  |       | (0.15   | ) |  |   | 0.39    |  
|Diluted earnings (loss) per share(1) |  |                                                 | 0.02    |               |   | 0.23         |  |                  | 0.28    |  |       | (0.15   | ) |  |   | 0.38    |  



|(1) | Earnings per share calculations for each quarter are based on the weighted average number of shares outstanding for each period, and the sum of the quarterly amounts may not
necessarily equal the annual earnings per share amounts.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The results of operations for the fourth quarter of 2008 include a $283 non-cash charge for the impairment of goodwill and intangibles (see Note 6); a $16.2 gain related to the
curtailment/settlement of certain pension and postretirement benefit plans (see Note 15); and a $12.0 gain from inventory adjustments.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

Not Applicable.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

The Companys management carried out an evaluation, under the supervision and with the participation of the
Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act) as of December 31, 2008, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective as of December 31, 2008.

Managements Report on Internal Control Over
Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). The Companys internal control over financial reporting includes those
policies and procedures that:



| |  |  | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management assessed
the effectiveness of the Companys internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) inInternal Control-Integrated Framework.

Based on our assessment and the above criteria, management concluded that the
Company maintained effective internal control over financial reporting as of December 31, 2008.

The effectiveness of the
Companys internal control over financial reporting as of December 31, 2008 has been audited by the Companys independent auditor, PricewaterhouseCoopers LLP, an independent registered public accounting firm and issued their audit
report expressing an unqualified opinion on the Companys internal control over financial reporting, as stated in their report which is included elsewhere herein.

Changes in Internal Control Over Financial Reporting

During the fourth quarter ended
December 31, 2008, there was no change in internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.



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|Item 9B | Other Information
|------- | -----------------

On February 23, 2009, the Board
of Directors of the Company adopted Amendment No. 1 to the Companys Amended and Restated Bylaws (as amended, the Amended and Restated Bylaws), which Amendment No. 1 became effective upon adoption. Amendment No. 1 clarifies
that the rights to indemnification conferred by Article Seven of the Amended and Restated Bylaws upon each person who is or was a director, officer or employee of the Company, or of any other entity for which such person is serving or served in any
capacity at the request of the Company, are contract rights and will be deemed to have vested in such person upon commencement of such service. Amendment No. 1 further clarifies that any amendment, alteration, repeal or other modification of Article
Seven that adversely affects any right of any such person entitled to indemnification and expense advancement under Article Seven will be prospective only and, without limiting the foregoing, any amendment, alteration, repeal or other modification
of Article Seven of the Amended and Restated Bylaws or the Delaware General Corporation Law or any other applicable law will not eliminate or limit any rights of indemnification and expense advancement then existing or arising out of events, acts,
omissions or circumstances occurring or existing prior to such amendment, alteration, repeal or other modification.

A copy of Amendment No.
1 is attached to this annual report as Exhibit 3.6 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of Amendment No. 1 is not intended to be complete and is qualified in its entirety by
the complete text of Amendment No. 1.



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Jarden
Corporation has adopted a Business Conduct and Ethics Policy (Code) for all its employees, including its principal executive officer, principal financial officer and principal accounting officer. The Code is available on the
Companys Internet website athttp://www.jarden.com , at the tab Governance.

Other information required by
Item 10, including information regarding directors, membership and function of the audit committee, including the financial expertise of its members, and Section 16(a) compliance, appearing under the captions Election of
Directors, Information Regarding Board of Directors and Committees and Other Matters of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated herein by reference. The Company
intends to file its Proxy Statement with the Commission not later than 120 days after December 31, 2008.



|Item 11. | Executive Compensation
|-------- | ----------------------

The information required by
Item 11 appearing under the captions Information Regarding Board of Directors and CommitteesCompensation of Directors and Executive Compensation of the Companys Proxy Statement for the 2009 Annual Meeting of
Stockholders is incorporated herein by reference. The Company intends to file its Proxy Statement with the Commission not later than 120 days after December 31, 2008.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The information required by Item 12 appearing under the captions Security Ownership of Certain Beneficial Owners and Management and
Executive CompensationEquity Compensation Plan Information of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated herein by reference. The Company intends to file its Proxy Statement with
the Commission not later than 120 days after December 31, 2008.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by Item 13 appearing under the captions Information Regarding Board of Directors and Committees and Certain Relationships and Related Transactions of the
Companys Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated herein by reference. The Company intends to file its Proxy Statement with the Commission not later than 120 days after December 31, 2008.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

The
information required by Item 14 appearing under the caption Independent Registered Public Accounting Firm of the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated by reference. The Company
intends to file its Proxy Statement with the Commission not later than 120 days after December 31, 2008.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedule
|-------- | -----------------------------------------

The
following documents are filed as part of this report:



| | (1) | Financial Statements:
| | --- | ---------------------



|                                                                                                        |  |                    
|------------------------------------------------------------------------------------------------------- |  | -------------------
|                                                                                                        |  | LocationIn Form10-K
|Reports of independent registered public accounting firms                                               |  | Item 8             
|                                                                                                        | 
|Consolidated Statements of IncomeYears ended December 31, 2008, 2007 and 2006                          |  | Item 8             
|                                                                                                        | 
|Consolidated Balance SheetsDecember 31, 2008 and 2007                                                  |  | Item 8             
|                                                                                                        | 
|Consolidated Statements of Cash FlowsYears ended December 31, 2008, 2007 and 2006                      |  | Item 8             
|                                                                                                        | 
|Consolidated Statements of Changes in Stockholders EquityYears ended December 31, 2008, 2007 and 2006 |  | Item 8             
|                                                                                                        | 
|Notes to Consolidated Financial Statements                                                              |  | Item 8             



| | (2) | Financial Statement Schedule:
| | --- | -----------------------------

See Schedule II of this Form 10-K.



| | (3) | Exhibits:
| | --- | ---------

Copies of exhibits
incorporated by reference can be obtained from the Commission and are located in Commission File No. 001-13665.



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1            |  | Securities Purchase Agreement, dated as of September 19, 2004, by and among American Household, Inc., Jarden Corporation, Morgan Stanley Senior Funding, Inc., Wachovia Bank National
Association, Banc of America Strategic Solutions, Inc., Jerry W. Levin, 1stTrust & Co. FBO, Jerry W. Levin, Rollover, 1st Trust & Co.
FBO, Jerry W. Levin, IRA SEP and Abby L. Levin Trust (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on September 23, 2004, and incorporated herein by reference).
|               | 
|2.2            |  | Purchase Agreement, dated as of September 19, 2004, between Jarden Corporation and Warburg Pincus Private Equity VIII, L.P. (filed as Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed with the Commission on September 23, 2004, and incorporated herein by reference).                                                                                                                                                                                                                                                     
|               | 
|2.3            |  | Agreement and Plan of Merger dated as of April 24, 2007 by and among Jarden Corporation, K2 Merger Sub, Inc. and K2 Inc. (filed as Exhibit 2.1 to the Companys Current Report on Form
8-K, filed with the Commission on April 27, 2007, and incorporated herein by reference).                                                                                                                                                                                                                                                             
|               | 
|2.4            |  | Amendment No. 1 to Agreement and Plan of Merger dated as of April 24, 2007 by and among Jarden Corporation, K2 Merger Sub, Inc. and K2 Inc. (filed as Exhibit 2.1 to the Companys Current
Report on Form 8-K, filed with the Commission on August 1, 2007, and incorporated herein by reference).                                                                                                                                                                                                                                          
|               | 
|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).                                                                                                                                                                                                                                                                                                                                 



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|               |  |                                                                                                                                                                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                    
|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.                                                                                                                                                                                                                                                        
|               | 
|4.1            |  | Base Indenture, dated February 13, 2007 (the 2007 Indenture), between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Companys Current Report
on Form 8-K, filed with the Commission on February 16, 2007 and incorporated herein by reference).                                         
|               | 
|4.2            |  | First Supplemental Indenture to the 2007 Indenture, dated February 13, 2007 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (filed as Exhibit 4.2 to the
Companys Current Report on Form 8-K, filed with the Commission on February 16, 2007 and incorporated herein by reference). 
|               | 
|4.3            |  | Second Supplemental Indenture to the 2007 Indenture, dated February 14, 2007 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (filed as Exhibit 4.3 to the
Companys Current Report on Form 8-K, filed with the Commission on February 16, 2007 and incorporated herein by reference).
|               | 
|4.4            |  | Third Supplemental Indenture to the 2007 Indenture, dated May 11, 2007 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2007, and incorporated herein by reference).      
|               | 
|4.5            |  | Fourth Supplemental Indenture to the 2007 Indenture, dated July 6, 2007 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the
Companys Quarterly Report on Form 10-Q, filed with the Commission on November 5, 2007, and incorporated herein by reference).  
|               | 
|4.6            |  | Fifth Supplemental Indenture to the 2007 Indenture, dated December 7, 2007 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (filed as Exhibit 4.6 to the
Companys Annual Report on Form 10-Q filed with the Commission on February 25, 2008, and incorporated herein by reference).  
|               | 
|4.7            |  | $100,000,000 Note due March 31, 2012 (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on April 12, 2007 and incorporated herein by reference).                                                                                                                                
|               | 
|4.8            |  | Warrant for 2,206,531 shares of common stock issued to Pure Fishing Holdings, LLC (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on April
12, 2007 and incorporated herein by reference).                                                                                   



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|               |  |                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                           
|4.9            |  | Rights Agreement, dated as of November 19, 2008, between Jarden Corporation and National City Bank, as Rights Agent (which includes as Exhibit B thereto the Form of Right Certificate) (filed
as Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on November 21, 2008, and incorporated herein by reference).
|               | 
|10.1          |  | Form of Indemnification Agreement (filed as Exhibit 10.13 to the Companys Registration Statement on Form 10, filed with the Commission on March 17, 1993, and incorporated herein by
reference).                                                                                                                                                
|               | 
|10.2          |  | List of Directors and Executive Officers party to Exhibit 10.1 (filed as Exhibit 10.10 to the Companys Annual Report on Form 10-K, filed with the Commission on March 31, 1996, and
incorporated herein by reference).                                                                                                                          
|               | 
|10.3          |  | Alltrista Corporation 1998 Long Term Equity Incentive Plan, as amended and restated (filed as Exhibit 10.13 to the Companys Quarterly Report on Form 10-Q/A for the period ended June 30,
2002, filed with the Commission on October 17, 2002, and incorporated herein by reference).                                                           
|               | 
|10.4          |  | Alltrista Corporation 2001 Stock Option Plan (filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q, filed with the Commission on November 14, 2001, and incorporated
herein by reference).                                                                                                                                       
|               | 
|10.5          |  | Amendment No. 1 to the Alltrista Corporation 2001 Stock Option Plan (filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q/A for the period ended June 30, 2002, filed
with the Commission on October 17, 2002, and incorporated herein by reference).                                                                           
|               | 
|10.6          |  | Jarden Corporation Amended and Restated 2003 Stock Incentive Plan (incorporated by reference from Annex C to the Companys 2005 Definitive Proxy Statement with respect to the
Companys 2005 Annual Meeting of Stockholders, as filed with the Commission on March 9, 2005).                                                                    
|               | 
|10.7          |  | Amendment No. 1 to the Jarden Corporation Amended and Restated 2003 Stock Incentive Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on
December 19, 2007, and incorporated herein by reference).                                                                                              
|               | 
|10.8          |  | Jarden Corporation 2003 Employee Stock Purchase Plan (incorporated by reference from Annex C to the Companys 2003 Definitive Proxy Statement with respect to the Companys 2003
Annual Meeting of Stockholders, as filed with the Commission on March 28, 2003).                                                                                
|               | 
|10.9          |  | Amendment No. 1 to the Jarden Corporation 2003 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the Commission on April 13,
2005, and incorporated herein by reference).                                                                                                              
|               | 
|10.10         |  | Amendment No. 2 to the Jarden Corporation 2003 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the Commission on May 5, 2005,
and incorporated herein by reference).                                                                                                                 
|               | 
|10.11         |  | Third Amended and Restated Employment Agreement, dated as of May 24, 2007, between the Company and Martin E. Franklin (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed with the Commission on May 25, 2007, and incorporated herein by reference).                                                                      
|               | 
|10.12         |  | Third Amended and Restated Employment Agreement, dated as of May 24, 2007, between the Company and Ian G.H. Ashken (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K,
filed with the Commission on May 25, 2007, and incorporated herein by reference).                                                                         
|               | 
|10.13         |  | Second Amended and Restated Employment Agreement between the Company and James E. Lillie, dated as of May 24, 2007 (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K,
filed with the Commission on May 25, 2007, and incorporated herein by reference).                                                                         



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|               |  |                                                                                                                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                    
|10.14         |  | 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).                 
|               | 
|10.15         |  | Employment Agreement between the Company and John E. Capps, dated as of May 24, 2007 (filed as Exhibit 10.4 to the Companys Current Report on Form 8-K, filed with the Commission on
May 25, 2007, and incorporated herein by reference).                                                
|               | 
|10.16         |  | Employment Agreement between the Company and Richard T. Sansone, dated as of May 24, 2007 (filed as Exhibit 10.5 to the Companys Current Report on Form 8-K, filed with the Commission on
May 25, 2007, and incorporated herein by reference).                                           
|               | 
|10.17         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and 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 November 8, 2007, and incorporated herein by reference).
|               | 
|10.18         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and between the Company and Ian G.H. Ashken (filed as Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed with the Commission on November 8, 2007, and incorporated herein by reference).   
|               | 
|10.19         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and between the Company and James E. Lillie (filed as Exhibit 10.3 to the Companys Current Report on
Form 8-K, filed with the Commission on November 8, 2007, and incorporated herein by reference).   
|               | 
|10.20         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and between the Company and J. David Tolbert (filed as Exhibit 10.4 to the Companys Current Report on
Form 8-K, filed with the Commission on November 8, 2007, and incorporated herein by reference).  
|               | 
|10.21         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and between the Company and John E. Capps (filed as Exhibit 10.5 to the Companys Current Report on Form
8-K, filed with the Commission on November 8, 2007, and incorporated herein by reference).     
|               | 
|10.22         |  | Equity Vesting, Lock-Up and Amendment Agreement, dated as of November 7, 2007, by and between the Company and Richard T. Sansone (filed as Exhibit 10.6 to the Companys Current Report on
Form 8-K, filed with the Commission on November 8, 2007, and incorporated herein by reference).
|               | 
|10.23         |  | Restricted Stock Award Agreement, dated as of May 24, 2007, between the Company and Martin E. Franklin (filed as Exhibit 10.6 to the Companys Current Report on Form 8-K, filed with the
Commission on May 25, 2007, and incorporated herein by reference).                              
|               | 
|10.24         |  | Restricted Stock Award Agreement, dated as of May 24, 2007, between the Company and Ian G.H. Ashken (filed as Exhibit 10.7 to the Companys Current Report on Form 8-K, filed with the
Commission on May 25, 2007, and incorporated herein by reference).                                 
|               | 
|10.25         |  | Restricted Stock Award Agreement, dated as of May 24, 2007, between the Company and James E. Lillie (filed as Exhibit 10.8 to the Companys Current Report on Form 8-K, filed with the
Commission on May 25, 2007, and incorporated herein by reference).                                 
|               | 
|10.26         |  | 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, 2008, and incorporated herein by reference).              



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.27         |  | 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, 2008, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|10.28         |  | 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, 2008, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|10.29          |  | Credit Agreement, dated as of January 24, 2005, among Jarden Corporation, as the borrower, Canadian Imperial Bank of Commerce, as administrative agent, Citicorp USA, Inc., as syndication
agent, and Bank of America, N.A., National City Bank of Indiana and SunTrust Bank, as co-documentation agents, and Citigroup Global Markets Inc. and CIBC World Markets Corp., as joint-lead arrangers and joint book-running managers, and the lenders
and letters of credit issuers parties thereto (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on January 27, 2005, and incorporated herein by reference).
|               | 
|10.30          |  | Pledge and Security Agreement, dated as of January 24, 2005, by and among Jarden Corporation and the several subsidiary grantors signatories thereto (filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Commission on January 27, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                            
|               | 
|10.31          |  | Guaranty, dated as of January 24, 2005, of the several subsidiary guarantors signatories thereto (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the
Commission on January 27, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                
|               | 
|10.32          |  | Amendment No. 1 to the Credit Agreement dated April 11, 2005 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit 10.1 to the Companys Current Report on Form
8-K, filed with the Commission on April 13, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                           
|               | 
|10.33          |  | 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 April 13, 2005, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|               | 
|10.34          |  | Amendment No. 2 to the Credit Agreement and Amendment No. 1 to Pledge and Security Agreement dated July 18, 2005 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit
10.1 to the Companys Current Report on Form 8-K, filed with the Commission on July 20, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                        
|               | 
|10.35          |  | 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 July 20, 2005, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | 
|10.36          |  | Amendment No. 3 to the Credit Agreement dated December 21, 2005 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit 10.51 to the Companys Annual Report on
Form 10-K, filed with the Commission on March 9, 2006, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                        
|               | 
|10.37          |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.52 to the Companys Annual Report on Form 10-K, filed with the Commission on March 9, 2006, and incorporated
herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|               | 
|10.38          |  | Amendment No. 4 to the Credit Agreement dated February 24, 2006 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit 10.53 to the Companys Annual Report on Form
10-K, filed with the Commission on March 9, 2006, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                        



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.39          |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.54 to the Companys Annual Report on Form 10-K, filed with the Commission on March 9, 2006, and incorporated herein by
reference).                                                                                                                                                                                                                                                                       
|               | 
|10.40          |  | Amendment No. 5 to the Credit Agreement and Amendment No. 2 to Pledge and Security Agreement dated August 23, 2006 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q filed with the Commission on October 27, 2006, and incorporated herein by reference).                                                                                                                                    
|               | 
|10.41          |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed with the Commission on October 27, 2006, and incorporated
herein by reference).                                                                                                                                                                                                                                                                   
|               | 
|10.42          |  | Amendment No. 6 to the Credit Agreement dated December 14, 2006 by and among the Company and CIBC, as Administrative Agent (filed as Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed with the Commission on December 19, 2006, and incorporated herein by reference).                                                                                                                                                                                        
|               | 
|10.43          |  | 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 December 19, 2006, and incorporated herein
by reference).                                                                                                                                                                                                                                                                    
|               | 
|10.44          |  | Amendment No. 7 to Credit Agreement and Amendment No. 3 to Pledge and Security Agreement dated February 13, 2007, among the Company and CIBC, as Administrative Agent (filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed with the Commission on February 16, 2007 and incorporated herein by reference).                                                                                                                                              
|               | 
|10.45          |  | 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 16, 2007 and incorporated herein
by reference).                                                                                                                                                                                                                                                                     
|               | 
|10.46          |  | Amendment No. 8 to Credit Agreement dated August 8, 2007, among the Company, Lehman Commercial Paper Inc., as Administrative Agent and other parties thereto (filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the Commission on August 14, 2007 and incorporated herein by reference).                                                                                                                                                         
|               | 
|10.47          |  | 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 August 14, 2007 and incorporated herein by
reference).                                                                                                                                                                                                                                                                       
|               | 
|10.48          |  | Amendment No. 9 to Credit Agreement, dated as of May 23, 2008, 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 10.2 to the Companys Quarterly Report on Form 10-Q filed with the Commission on July 31, 2008, and incorporated herein by reference).                                                    
|               | 
|10.49          |  | Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed with the Commission on July 31, 2008, and incorporated herein
by reference).                                                                                                                                                                                                                                                                      
|               | 
|10.50          |  | 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 Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.51          |  | 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).                                                                                                                                                                                                                                      
|               | 
|10.52          |  | Amended and Restated Loan Agreement, dated as of August 8, 2007, by and among Jarden Receivables LLC, as borrower, Jarden Corporation, as initial servicer, Three Pillars Funding LLC, as
lender, and SunTrust Robinson Humphrey, Inc., as administrator (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the Commission on August 14, 2007, and incorporated herein by reference).                             
|               | 
|10.53          |  | Amendment No. 1 to the amended and restated Loan Agreement, dated as of November 16, 2007, by and among Jarden Receivables LLC, as borrower, Jarden Corporation, as initial servicer,
Three Pillars Funding LLC, as lender, and Suntrust Robinson Humphreys, Inc., as administrator (filed as Exhibit 10.78 to the Companys Annual Report on Form 10-Q filed with the Commission on February 25, 2008, and incorporated herein by
reference).
|               | 
|10.54          |  | Amendment No. 2 to the Amended and Restated Loan Agreement, dated as of January 15, 2008, by and among Jarden Receivables LLC, as borrower, Jarden Corporation, as initial servicer, Three
Pillars Funding LLC, as lender, and SunTrust Robinson Humphreys, Inc., as administrator (filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed with the Commission on July 31, 2008, and incorporated herein by
reference).   
|               | 
|10.55          |  | Amendment No. 3 to the Amended and Restated Loan Agreement, dated as of July 14, 2008, by and among Jarden Receivables LLC, as borrower, Jarden Corporation, as initial servicer, Three Pillars
Funding LLC, as lender, and SunTrust Robinson Humphreys, Inc., as administrator (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on July 18, 2008, and incorporated herein by
reference).        
|               | 
|10.56          |  | Amended and Restated Receivables Contribution and Sale Agreement, dated as of August 8, 2007, by and among the originators party thereto, and Jarden Receivables LLC, as buyer (filed as
Exhibit 10.4 to the Companys Current Report on Form 8-K, filed with the Commission on August 14, 2007, and incorporated herein by reference).                                                                                                       
|               | 
|10.85          |  | Amended and Restated Lender Note, dated as of August 8, 2007, executed by Jarden Receivables, LLC, as borrower, in favor of Three Pillars Funding LLC, as lender (filed as Exhibit 10.5 to the
Companys Current Report on Form 8-K, filed with the Commission on August 14, 2007, and incorporated herein by reference).                                                                                                                     
|               | 
|10.57          |  | Performance Undertaking, dated August 8, 2007, executed by Jarden Corporation, as performance guarantor, in favor of Jarden Receivables LLC, as beneficiary (filed as Exhibit 10.6 to the
Companys Current Report on Form 8-K, filed with Commission on August 14, 2007, and incorporated herein by reference).                                                                                                                              
|               | 
|10.58          |  | Form of 71/2% Senior Subordinated Note due 2017 (filed as Exhibit A to
Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on February 16, 2007 and incorporated herein by reference).                                                                                                                                                                                                                         
|               | 
|10.59          |  | Letter Agreement, dated as of April 16, 2008, between Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, WP-WPVIII Investors, L.P. and Jarden
Corporation (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on April 17, 2008, and incorporated herein by reference).                                                                               
|               | 
|*12.1          |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                            
|               | 
|*21.1          |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                  



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|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                
|*23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                             
|               | 
|*23.2          |  | Consent of Independent Registered Public Accounting Firm.                                                             
|               | 
|*24.1          |  | Power of Attorney (included on the signature page hereto).                                                            
|               | 
|*31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|               | 
|*31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|               | 
|*32.1          |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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

| | This Exhibit represents a management contract or compensatory plan.
|- | -------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



JARDEN CORPORATION(Registrant)By:

/S/    MARTIN E.
FRANKLINMartin E. Franklin Chairman and Chief Executive Officer February 23, 2009


We, the undersigned directors and officers of Jarden Corporation, hereby severally
constitute Martin E. Franklin and Ian G.H. Ashken, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual
Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.



|                                             |  |                                                                         |  |                  
|-------------------------------------------- |  | ----------------------------------------------------------------------- |  | -----------------
|                                             |  |                                                                        
|/S/    MARTIN E.
FRANKLIN Martin E. Franklin |  | Chairman and Chief Executive Officer (Principal Executive Officer)      |  | February 23, 2009
|                                             |  |                                                                        
|/S/    IAN G.H.
ASHKEN Ian G.H. Ashken       |  | Vice Chairman and Chief Financial Officer (Principal Financial Officer) |  | February 23, 2009
|                                             |  |                                                                        
|/S/    RICHARD T.
SANSONE Richard T. Sansone |  | Principal Accounting Officer                                            |  | February 23, 2009
|                                             |  |                                                                        
|/S/    RENÉ-PIERRE
AZRIA René-Pierre Azria   |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    MICHAEL
GROSS Michael Gross           |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    RICHARD
HECKMANN Richard Heckmann     |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    DOUGLAS W.
HUEMME Douglas W. Huemme   |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    RICHARD L.
MOLEN Richard L. Molen     |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    IRWIN D.
SIMON Irwin D. Simon         |  | Director                                                                |  | February 23, 2009
|                                             |  |                                                                        
|/S/    ROBERT L.
WOOD Robert L. Wood         |  | Director                                                                |  | February 23, 2009



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Schedule II

JARDEN CORPORATION

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(in millions)



|                                         |  |                              |       |   |                            |   |       |                        |  |          |      |  |                         |      |   |  |   |       |  
|---------------------------------------- |  | ---------------------------- | ----- | - | -------------------------- | - | ----- | ---------------------- |  | -------- | ---- |  | ----------------------- | ---- | - |  | - | ----- | -
|                                         |  | Balance atbeginning ofperiod |       |   | Charges tocosts andexpense |   |       | Deductionsfromreserves |  | Other(2) |      |  | Balance atend of period |     
|Reserves against accounts receivable(1): |  |                              |       |   |                            |   |       |                        |  |          |      |  |                         |      |   |  |   |       |  
|2008                                     |  | $                            | (72.3 | ) |                            | $ | (67.8 | )                      |  | $        | 76.9 |  | $                       | (2.0 | ) |  | $ | (65.2 | )
|2007                                     |  |                              | (47.3 | ) |                            |   | (66.1 | )                      |  |          | 42.2 |  |                         | (1.1 | ) |  |   | (72.3 | )
|2006                                     |  |                              | (41.2 | ) |                            |   | (60.8 | )                      |  |          | 48.9 |  |                         | 5.8  |   |  |   | (47.3 | )



|(1) | Principally consisting of reserves for uncollectable accounts and sales returns and allowances.
|--- | -----------------------------------------------------------------------------------------------

|(2) | Principally consisting of foreign currency translation.
|--- | -------------------------------------------------------



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JARDEN CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2008

EXHIBIT INDEX

Copies of exhibits
incorporated by reference can be obtained from the Commission and are located in Commission File No. 001-13665.



|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                
|*3.6           |  | Amendment No. 1 to the Amended and Restated Bylaws of the Company.                                                    
|               | 
|*12.1          |  | Computation of Ratio of Earnings to Fixed Charges.                                                                    
|               | 
|*21.1          |  | Subsidiaries of the Company.                                                                                          
|               | 
|*23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                             
|               | 
|*23.2          |  | Consent of Independent Registered Public Accounting Firm.                                                             
|               | 
|*24.1          |  | Power of Attorney (included on the signature page hereto).                                                            
|               | 
|*31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|               | 
|*31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|               | 
|*32.1          |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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

| | This Exhibit represents a management contract or a compensatory plan.
|- | ---------------------------------------------------------------------



117