Forward-Looking Information

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

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

The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in the Company's Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission. Please see the Company's Annual Report on Form 10-K for the year ended December 31, 2008 for a list of factors which could cause the Company's actual results to differ materially from those projected in the Company's forward-looking statements and certain risks and uncertainties that may affect the operations, performance and results of the Company's businesses. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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

Overview

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

The Company seeks to grow the business by continuing its tradition of product innovation, new product introductions and providing the consumer with the experience and value they associate with the Company's strong brand portfolio. The Company plans to leverage and expand its domestic and international distribution channels, 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 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 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™, 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 ®, Planet Earth® and Zoot®.

In the Consumer Solutions segment the Company manufactures or 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®, Holmes®, 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 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® and Pine Mountain® brand names, among others.

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

Acquisitions

During the six months ended June 30, 2009, the Company completed two tuck-in acquisitions that by nature are complementary to the Company's core businesses and from an accounting standpoint were not significant. The Company did not complete any acquisitions during 2008.

Results of Operations-Comparing 2009 to 2008



                                                       Net Sales
                                    Three months ended             Six months ended
     (in millions)                       June 30,                      June 30,
                                   2009           2008           2009           2008
     Outdoor Solutions           $   637.8      $   708.6      $ 1,229.1      $ 1,366.9
     Consumer Solutions              372.2          380.3          708.1          699.6
     Branded Consumables             203.1          196.7          362.3          365.8
     Process Solutions                69.6           91.9          136.1          180.8
     Intercompany eliminations       (13.0 )        (17.5 )        (27.0 )        (35.7 )

                                 $ 1,269.7      $ 1,360.0      $ 2,408.6      $ 2,577.4

Three Months Ended June 30 2009 versus the Three Months Ended June 30, 2008

Net sales for the three months ended June 30, 2009 decreased $90.3 million, or 6.6%, to $1.3 billion versus the same prior year period. The overall decrease in net sales was primarily due to unfavorable foreign currency translation of approximately $48 million and $22.3 million of lower sales in the Process Solutions segment. Net sales in the Outdoor Solutions segment decreased $70.8 million or 10.0%, primarily as the result of unfavorable foreign currency translation (approximately $30 million) and declines in domestic and international sales resulting from overall economic weakness. Net sales in the Consumer Solutions segment decreased $8.1 million or 2.1%, which was primarily due to unfavorable foreign currency translation (approximately $13 million) and declines in domestic and international sales in certain categories resulting from overall economic weakness, partially offset by increased demand domestically, especially in the personal care and wellness category. Net sales in the Branded Consumables segment increased $6.4 million or 3.3%, which was mainly due to improved sales of Ball ® and Kerr® fresh preserving products, partially offset continued weakness at retail, primarily at domestic home improvement retailers. Net sales in the Process Solutions segment declined 24.3% on a year over year basis, due to a decline in the pass through pricing of commodities, particularly zinc and resin, and lower coinage and OEM sales, which is typical in a recessionary environment.

Cost of sales decreased $65.9 million to $913 million for the three months ended June 30, 2009 versus the same prior year period. Cost of sales as a percentage of net sales for the three months ended June 30, 2009 and 2008 was 71.9% and 72.0%, respectively. The change is primarily due to maintaining inventory at levels consistent with our working capital goals and the realization of cost reduction initiatives.

Selling, general and administrative expenses ("SG&A") decreased $15.8 million, or 6.2%, to $241 million for the three months ended June 30, 2009 versus the same prior year period. The improvement is primarily due to the cost containment efforts initiated by the Company as a result of the current macroeconomic conditions. SG&A as a percentage of net sales for both the three months ended June 30, 2009 and 2008 was approximately 19.0%.

Reorganization and acquisition-related integration costs, net (collectively "reorganization costs"), decreased by $5.1 million to $6.0 million for the three months ended June 30, 2009 versus the same prior year period. The majority of these charges ($5.6 million) relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment. The Company also recorded reorganization costs ($0.4 million) during the three months ended June 30, 2009 within the Consumer Solutions segment for headcount reductions related to cost reduction initiatives.

Net interest decreased by $3.8 million to $38.8 million for the three months ended June 30, 2009 versus the same prior year period primarily due to a decrease in the weighted average interest rate for 2009 to 5.5% from 6.1% in 2008. The decrease in the weighted average interest rate is due to a decline in short-term variable interest rates (LIBOR) combined with the maturity of $475 million notional amount of fixed rate interest rate swaps during 2009.

The Company's effective tax rate for the three months ended June 30, 2009 and 2008 was 36.7% and 39.1%, respectively. The difference from the statutory tax rate to the effective rate for the three months ended June 30, 2009 results principally from the U.S. tax expense of $0.3 million recognized on the undistributed foreign income recognized for U.S. tax purposes. The difference from the statutory tax rate to the effective rate for the three months ended June 30, 2008 results principally from the U.S. tax expense of $1.7 million recognized on undistributed foreign income recognized for U.S. tax purposes.

Net income for the three months ended June 30, 2009 increased $1.9 million to $44.9 million versus the same prior year period. For the three months ended June 30, 2009 earnings per share were $0.53 per diluted share versus earnings of $0.56 per diluted share for the three months ended June 30, 2008. The increase in net income was primarily due to the aforementioned decreases in SG&A expense and interest expense. The decline in income per diluted share is due to the increase in the diluted weighed average shares outstanding resulting from the issuance of 12 million shares of common stock from the April 27, 2009 equity offering (see "Liquidity and Capital Resources" hereafter).

Six Months Ended June 30 2009 versus the Six Months Ended June 30, 2008

Net sales for the six months ended June 30, 2009 decreased $169 million, or 6.5%, to $2.4 billion versus the same prior year period. The overall decrease in net sales was primarily due to unfavorable foreign currency translation of approximately $103 million and $44.7 million of lower sales in the Process Solutions segment. Net sales in the Outdoor Solutions segment decreased $138 million or 10.1%, primarily as the result of unfavorable foreign currency translation (approximately $65 million) and declines in domestic and international sales resulting from overall economic weakness. Net sales in the Consumer Solutions segment increased $8.5 million or 1.2%, which was primarily due to increased demand domestically, especially in the vacuum packaging and the personal care and wellness categories and increased demand and improved pricing internationally, primarily in Latin America, partially offset by unfavorable foreign currency translation (approximately $26 million). Net sales in the Branded Consumables segment decreased $3.5 million or 1.0%, which is mainly due to continued weakness at retail, primarily at domestic home improvement retailers, partially offset by improved sales of Ball® and Kerr® fresh preserving products. Net sales in the Process Solutions segment declined 24.7% on a year over year basis, due to a decline in the pass through pricing of commodities, particularly zinc and resin, and lower coinage and OEM sales, which is typical in a recessionary environment.

Cost of sales decreased $109 million to $1.8 billion for the six months ended June 30, 2009 versus the same prior year period. Cost of sales as a percentage of net sales for the six months ended June 30, 2009 and 2008 were 73.1% and 72.5%, respectively. The change is primarily due to the sell through, primarily during the first quarter of 2009, of higher cost inventory which was built in 2008 during the unprecedented rise in commodity prices.

SG&A decreased $47.2 million, or 9.1%, to $469 million for the six months ended June 30, 2009, versus the same prior year period. The improvement is primarily due to the cost containment efforts initiated by the Company as a result of the current macroeconomic conditions. SG&A expense as a percentage of net sales for the six months ended June 30, 2009 and 2008 was 19.5% and 20.0%, respectively. The improvement is primarily due to the cost containment efforts initiated by the Company as a result of the current macroeconomic conditions.

Reorganization costs, net, decreased by $3.6 million to $18.2 million for the six months ended June 30, 2009 versus the same prior year period. The majority of these charges ($15.0 million) relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment. The Company also recorded reorganization costs ($3.2 million) during the six months ended June 30, 2009 within the Consumer Solutions segment for headcount reductions related to cost reduction initiatives.

Net interest decreased by $13.8 million to $75.0 million for the six months ended June 30, 2009 versus the same prior year period primarily due to a decrease in the weighted average interest rate for 2009 to 5.4% from 6.1% in 2008. The decrease in the weighted average interest rate is due to a decline in short-term variable interest rates (LIBOR) combined with the maturity of $475 million notional amount of fixed rate interest rate swaps during 2009.

The Company's effective tax rate for the six months ended June 30, 2009 and 2008 was 37.7% and 41.6%, respectively. The difference from the statutory tax rate to the effective rate for the six months ended June 30, 2009 results principally from the U.S. tax expense of $1.5 million recognized on the undistributed foreign income recognized for U.S. tax purposes. The difference from the statutory tax rate to the effective rate for the six months ended June 30, 2008 results principally from the U.S. tax expense of $3.8 million recognized on undistributed foreign income recognized for U.S. tax purposes.

Net income for the six months ended June 30, 2009 increased $6.1 million to $53.8 million versus the same prior year period. For the six months ended June 30, 2009 earnings per share were $0.67 per diluted share versus earnings of $0.62 per diluted share for the six months ended June 30, 2008. The increase in net income was primarily due to the aforementioned decreases in SG&A expense and interest expense.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from operations and the availability under the senior credit facility and the credit facilities of certain foreign subsidiaries as of June 30, 2009, provide sufficient liquidity to support working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration programs, pension plan contribution requirements and debt obligations for the foreseeable future.

Net cash provided in operating activities for the six months ended June 30, 2009 and 2008 was $231 million and $66.8 million, respectively. The improvement is due primarily to lower interest expense and favorable working capital movements primarily resulting from disciplined inventory management and improved cash collections.

Net cash provided by financing activities for the six months ended June 30, 2009 and 2008 was $57.2 million and $43.8 million, respectively. The change is primarily due to the issuance of common stock, net of transaction fees, during 2009 ($203 million), partially offset by the incremental net change in short-term debt on a year-over-year basis ($182 million). During the six months ended June 30, 2009, the proceeds from the issuance of long-term debt ($292 million) were countervailed by payments of long-term debt ($294 million).

Net cash used in investing activities for the six months ended June 30, 2009 and 2008 was $60.7 million versus $81.8 million, respectively. For the six months ended June 30, 2009, capital expenditures were $44.4 million versus $45.3 million for the same prior year period. The Company has historically maintained capital expenditures at less than 2% of net sales and expects that capital expenditures for 2009 will be consistent with this threshold. Additionally, for the six months ended June 30, 2009 and 2008, net cash used for the acquisition of businesses was $12.0 million and $29.1 million, respectively.

Actual returns on plan assets for the Company's U.S. pension may differ from 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 actual amount of future contribution will depend, in part, on long-term actual return on assets and future discount rates.

CAPITAL RESOURCES

At June 30, 2009, the Company had cash and cash equivalents of $626 million. At June 30, 2009, there was no amount outstanding under the revolving credit portion of the Company's senior credit facility (the "Facility"). At June 30, 2009, net availability under the Facility was approximately $153 million, after deducting approximately $32 million of outstanding letters of credit. The Company is required to pay commitment fees on the unused balance of the revolving credit facility. At June 30, 2009, the annual commitment fee on unused balances was 0.375%.

On April 30, 2009, the Company completed a registered public offering for $300 million aggregate principal amount of 8% senior unsecured notes due May 1, 2016 (the "Notes") and received approximately $283 million in net proceeds. These net proceeds were used to prepay $283 million of the outstanding principal on the Company's term loans under its senior credit facility. On or after May 1, 2013, we may redeem all or part of the Notes at specified redemption prices ranging from 100% to 104% of the principal

amount, plus accrued and unpaid interest to the date of redemption. The Notes are subject to a number of restrictive and financial covenants that, in part, limit the use of proceeds, limit the ability of the Company to incur additional debt, create liens on assets, engage in mergers and consolidations, pay dividends on or repurchase the Company's common stock, prepay debt subordinate to the notes, or dispose of assets.

The Company maintains a $250 million receivables purchase agreement (the "Securitization Facility"), 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. To the extent there is availability, the Securitization Facility will be drawn upon and repaid as needed to fund general corporate purposes. At June 30, 2009, the Securitization Facility was fully utilized with outstanding borrowings totaling $250 million. On July 2, 2009, the Company entered into an amendment to the Securitization Facility that extended it for another year until July 1, 2010. Following the renewal, the borrowing rate margin is 2.25% and the unused line fee is 1.125% per annum. The Securitization Facility is reflected as a short-term borrowing on the Company's balance sheet because of its annual term.

Certain foreign subsidiaries of the Company maintain working capital lines of credits with their respective local financial institutions for use in operating activities. At June 30, 2009, the aggregate amount available under these lines of credit totaled approximately $129 million.

The Company was not in default of any of its debt covenants at June 30, 2009.

The Company maintains cash balances which at times may be significant, at various international subsidiaries. At June 30, 2009, approximately $73 million of this may be subject to certain availability restrictions. The Company does not believe that such restrictions will materially affect the Company's liquidity, nor does the Company rely on these cash balances to fund operations outside of the country where the cash was generated.

On April 27, 2009, the Company completed an equity offering of 12 million newly-issued shares of common stock at $17.50 per share. The net proceeds to the Company, after payment of underwriting discounts and other expenses of the offering, was approximately $203 million. The proceeds will be used for general corporate purposes, which may include the reduction of outstanding debt.

Risk Management

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

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company's risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

Cash Flow Hedges

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

At June 30, 2009, the Company had approximately $900 million of notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments. The effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income. The fair market value of these swaps was a net liability of $19.4 million at June 30, 2009.

At June 30, 2009, the Company had outstanding a $40 million notional amount swap agreement that exchanges a variable interest rate (LIBOR) for fixed rate of interest over the term of the agreement that is not designated as an effective hedge for accounting purposes and the fair market value gains or losses are included in the results of operations. This swap matures June 30, 2010 and has a fixed rate of interest of 4.79%. The fair market value of this swap was a liability of $1.6 million at June 30, 2009.

Fair Value Hedges

During June 2009, the Company entered into a $300 million notional amount interest rate swap that exchanges a fixed rate interest for floating rate LIBOR plus a 373 basis point spread. This floating rate swap is designated as a fair . . .