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 the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in forward-looking statements. All statements addressing trends, events, developments, operating performance, potential acquisitions or liquidity that the Company anticipates or expects will occur in the future are 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 United States Securities and Exchange Commission ("SEC"). Please see the Company's Annual Report on Form 10-K for the year ended December 31, 2011 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 distributes its products globally, primarily through club stores; craft stores; direct-to-consumer channels, primarily consisting of infomercials; department stores; drugstores; grocery retailers; home improvement stores; mass merchandisers; on-line; specialty retailers and wholesalers. The markets in which the Company's businesses 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. Since the Company operates primarily in the consumer products markets, it is generally affected, by among other factors, overall economic conditions and the related impact on consumer confidence.

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 grills, lanterns and flashlights, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and tow-behinds. The Outdoor Solutions segment is also a leading provider of fishing equipment under brand names such as Abu Garcia®, All Star ®, Berkley®, Fenwick®, Gulp! ®, JRC™, Mitchell®, Penn®, Pflueger ®, Sebile®, 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®, 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 CAPP3L®, Ex Officio®, K2®, Marker®, Marmot ®, Planet Earth®, Ride®, Völkl ® and Zoot®, and premium air beds under brand names including Aero®, Aerobed® and Aero Sport ®.

The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and home environment products. 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®, skybar ® and Villaware®. The principal products in this segment include: clippers and trimmers for professional use in the beauty and barber and animal categories; electric blankets, mattress pads and throws; household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; home environment products, such as air purifiers, fans, heaters and humidifiers; products for the hospitality industry; and scales for consumer use.

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, brooms, brushes, buckets, children's card games, clothespins, collectible tins, condoms, cord, rope and twine, dusters, dust pans, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, home canning jars and accessories, kitchen matches, mops, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage organizers and workshop accessories, teats, toothpicks, window guards and other accessories. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin ®, Bicycle®, Billy Boy®, BRK ®, Crawford®, Diamond®, Dicon ®, Fiona®, First Alert®, First Essentials®, Hoyle®, Java-Log®, KEM ®, Kerr®, Lehigh®, Lillo ®, Loew-Cornell®, Mapa®, NUK ®, Pine Mountain®, Quickie Green Cleaning®, Quickie Home-Pro®, Quickie Microban®, Quickie Original®, Quickie Professional®, Spontex®, Tigex® and Wellington ® brand names, among others.

The 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. This segment's 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 is 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 brass, bronze and nickel-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 architectural, automotive, construction, electrical component and plumbing markets.

Summary of Significant 2012 Activities

• In February 2012, the Company entered into an amendment to and borrowed $300 million under its senior secured credit facility (the "Facility"), which is comprised of $150 million under its existing senior secured term loan A facility and $150 million under its existing senior secured term loan B facility.

• In February 2012, the Company entered into an amendment to its securitization facility that, in part, increased maximum borrowings from $300 million to $400 million and extended the maturity date from May 2014 until February 2015.

• In March 2012, the Company repurchased approximately 12.1 million shares of its common stock for a total purchase price of approximately $435 million under its accelerated stock repurchase program (see "Capital Resources").

Acquisitions

Consistent with the Company's historical acquisition strategy, to the extent the Company pursues future acquisitions, the Company intends to focus on businesses with product offerings that provide geographic or product diversification, or expansion into related categories that can be marketed through the Company's existing distribution channels or provide us with new distribution channels for its existing products, thereby increasing marketing and distribution efficiencies. Furthermore, the Company expects that acquisition candidates would demonstrate a combination of attractive margins, strong cash flow characteristics, category leading positions and products that generate recurring revenue. The Company anticipates that the fragmented nature of the consumer products market will continue to provide opportunities for growth through strategic acquisitions of complementary businesses. However, there can be no assurance that the Company will complete an acquisition in any given year or that any such acquisition will be significant or successful. The Company will only pursue a candidate when it is deemed to be fiscally prudent and meets the Company's acquisition criteria. The Company anticipates that any future acquisitions would be financed through any combination of cash on hand, operating cash flow, availability under its existing credit facilities and new capital market offerings.

2012 and 2011 Activity

During 2012 and 2011, the Company did not complete any significant acquisitions.

Venezuela Operations

The Company's subsidiaries operating in Venezuela are considered under generally accepted accounting principles in the United States of America ("GAAP") to be operating in a highly inflationary economy. As such, the Company's financial statements of its subsidiaries operating in Venezuela are remeasured as if their functional currency were the U.S. dollar and gains and losses resulting from the remeasurement of monetary assets and liabilities are reflected in current earnings. The financial statements of the Company's subsidiaries operating in Venezuela are remeasured at and are reflected in the Company's consolidated financial statements at the official exchange rate of 4.30 Bolivars per U.S. dollar, which is the Company's expected settlement rate.

The transfers of funds out of Venezuela are subject to restrictions, and historically, payments for certain imported goods and services have been required to be transacted by exchanging Bolivars for U.S. dollars through government-regulated markets at exchange rates that are more unfavorable than the official exchange rate of 4.30 Bolivars per U.S. dollar. The current foreign currency exchange system is the System of Transactions in Foreign Currency Denominated Securities ("SITME") market. Historically, the majority of the Company's purchases have qualified for the official exchange rate. As such, the Company has been able to convert Bolivars at the official exchange rate and, based upon this ability, the Company does not expect changes in the SITME market to have a material impact on the consolidated financial position, results of operations or cash flows of the Company. While the timing of government approval for settlement of payables at the official exchange rate varies, the Company believes these payables will ultimately be approved and settled at the official exchange rate based on past experience. However, if in the future, further restrictions require the Company's subsidiaries operating in Venezuela to convert an increasing amount of the Bolivar cash balances into U.S. dollars using the more unfavorable exchange rate, it could result in currency exchange losses that may be material to the Company's results of operations. At June 30, 2012, the Company's subsidiaries operating in Venezuela have approximately $15 million in cash denominated in U.S. dollars and cash of approximately $48 million denominated in Bolivars converted at the official exchange rate.

Results of Operations - Comparing 2012 to 2011



                                                                  Operating Earnings
                                         Net Sales                      (Loss)
                                     Three months ended           Three months ended
                                         June  30,                     June  30,
      (in millions)                 2012           2011           2012           2011
      Outdoor Solutions           $   747.3      $   772.8      $    85.3       $ 103.6
      Consumer Solutions              403.0          389.2           44.8          43.5
      Branded Consumables             439.1          434.1           57.0          45.0
      Process Solutions               103.3           92.3           10.7           6.6
      Corporate                          -              -           (21.5 )       (33.8 )
      Intercompany eliminations       (17.1 )        (14.6 )           -             -

                                  $ 1,675.6      $ 1,673.8      $   176.3       $ 164.9

Note: Changes in net sales on a currency neutral basis that are presented hereafter are provided to enhance visibility of the underlying operations by excluding the impact of foreign currency translation.

Three Months Ended June 30, 2012 versus the Three Months Ended June 30, 2011

Net sales for three months ended June 30, 2012 increased $1.8 million, or 0.1%, to $1.7 billion versus the same period in the prior year. Excluding the impact of exiting certain product categories, net sales on a currency neutral basis increased 3.7%, primarily due to increased sell-through in certain categories and expanded product offerings, partially offset by weakness in certain product categories. Unfavorable foreign currency translation and the exiting of certain product categories accounted for a decrease in net sales of approximately 2% and 1%, respectively.

Net sales in the Outdoor Solutions segment decreased $25.5 million, or 3.3%. Excluding the impact of exiting certain product categories, net sales on a currency neutral basis increased approximately 1%, primarily due to increased sales in the fishing business, expanded product offerings, increased point of sale and the absence of the floods experienced in the second quarter of 2011 in North America, and a net increase in sales on a currency neutral basis in all the other business units within Outdoor Solutions except the camping and related businesses which experienced a decrease in sales, primarily due to the exiting of certain product categories, weakness in certain product categories and decreased demand in Europe due to unfavorable economic conditions and the absence of higher tsunami-related sales recorded in the second quarter of 2011. Unfavorable foreign currency translation and the exiting of certain product categories each accounted for an approximate 2% decrease in net sales for a combined approximate 4% decrease in net sales.

Net sales in the Consumer Solutions segment increased $13.8 million, or 3.6%. On a currency neutral basis net sales increased by approximately 5%. The increase is primarily due to increased demand internationally, primarily in Latin America, primarily due to

increased point of sale, expanded distribution and new product offerings. Domestic net sales were essentially flat on a period-over-period basis as increased appliance sales were mostly offset by weakness in certain personal care and wellness categories. Unfavorable foreign currency translation accounted for a decrease of approximately 2% in net sales.

Net sales in the Branded Consumables segment increased $5.0 million, or 1.2%. Increased sales on a currency neutral basis in the baby care, home care and leisure and entertainment, provided an increase in net sales of approximately 6%, in part due to increased sales in certain product categories, especially the food preservation category, primarily due to increased point of sale, favorable weather conditions and expanded distribution, partially offset by softness in firelog sales, which were negatively affected by unfavorable weather conditions. Unfavorable foreign currency translation accounted for a decrease of approximately 5% in net sales.

Net sales in the Process Solutions segment increased 11.9% on a period-over-period basis, primarily due to increased sales within in each of its business units.

Cost of Sales

Cost of sales decreased $17.1 million, or 1.4%, to $1.2 billion for three months ended June 30, 2012 versus the same prior year period. The decrease is primarily due to foreign currency translation (approximately $30 million), partially offset by approximately $12 million related to the net impact on cost of sales of higher sales and improved margins, in part due to declines in certain commodity and distribution costs. Cost of sales as a percentage of net sales for the three months ended June 30, 2012 and 2011 was 70.4% and 71.5%, respectively.

Selling, General And Administrative Costs

Selling, general and administrative costs ("SG&A") increased $7.5 million, or 2.4%, to $320 million for the three months ended June 30, 2012 versus the same prior year period. The change is primarily due to an increase in marketing and product development costs (approximately $8 million) related to the Company's investment in brand equity, partially offset by other items.

Operating Earnings

Operating earnings for the three months ended June 30, 2012 in the Outdoor Solutions segment decreased $18.3 million, or 17.7%, versus the same prior year period, primarily due to a gross profit decrease (approximately $6 million), primarily due to the gross margin impact of lower sales and an increase in SG&A (approximately $12 million). Operating earnings for the three months ended June 30, 2012 in the Consumer Solutions segment increased $1.3 million, or 3.0%, versus the same prior year period, primarily due to a gross profit increase (approximately $10 million), primarily due to increased margins and the gross margin impact of higher sales, partially offset by an increase in SG&A (approximately $9 million). Operating earnings for the three months ended June 30, 2012 in the Branded Consumables segment increased $12.0 million, or 26.7%, versus the same prior year period, primarily due to a gross profit increase (approximately $10 million), primarily due to increased margins and the gross margin impact of higher sales and a decrease in SG&A (approximately $2 million). Operating earnings in the Process Solutions segment for the three months ended June 30, 2012 increased $4.1 million, or 62%, versus the same prior year period, primarily due to an increase in gross profit (approximately $4 million), primarily due to improved margins and the gross margin impact of higher sales.

Interest Expense

Net interest decreased by $1.0 million to $45.0 million for the three months ended June 30, 2012 versus the same prior year period primarily due to a decrease in the weighted average interest rate for 2012 to 5.2% from 5.4% in 2011, partially offset by higher average debt levels.

Income Taxes

The Company's reported tax rate for the three months ended June 30, 2012 and 2011 was 36.6 % and 37.8%, respectively. The increase from the statutory tax rate to the reported tax rate for the three months ended June 30, 2012 results principally from U.S. tax expense related to the taxation of foreign income. The increase from the statutory tax rate to the reported tax rate for the three months ended June 30, 2011 results principally from U.S. tax expense related to the taxation of foreign income and the establishment of a foreign valuation allowance.

Net Income

Net income for the three months ended June 30, 2012 increased $9.3 million to $83.2 million versus the same prior year period. For the three months ended June 30, 2012 and 2011, earnings per diluted share were $1.08 and $0.83, respectively. The increase in net income was primarily due to a gross profit increase (approximately $19 million), primarily due to increased margins and higher sales, partially offset by the aforementioned increase in SG&A. On a period-over-period basis, the diluted weighted average shares outstanding decreased approximately 14%, primarily due to the Company's accelerated stock repurchase program (see "Capital Resources").

Six Months Ended June 30, 2012 versus the Six Months Ended June 30, 2011

                                                                 Operating Earnings
                                         Net Sales                     (Loss)
                                      Six months ended            Six months ended
                                         June  30,                    June  30,
      (in millions)                 2012           2011          2012           2011
      Outdoor Solutions           $ 1,417.4      $ 1,450.3     $   143.1       $ 153.6
      Consumer Solutions              750.9          736.0          81.3          82.9
      Branded Consumables             841.7          820.1          97.7          72.5
      Process Solutions               195.1          181.3          19.7          13.4
      Corporate                          -              -          (63.9 )       (68.8 )
      Intercompany eliminations       (34.1 )        (30.5 )          -             -

                                  $ 3,171.0      $ 3,157.2     $   277.9       $ 253.6

Note: Changes in net sales on a currency neutral basis that are presented hereafter are provided to enhance visibility of the underlying operations by excluding the impact of foreign currency translation.

Net sales for six months ended June 30, 2012 increased $13.8 million, or 0.4%, to $3.2 billion versus the same period in the prior year. Excluding the impact of exiting certain product categories, net sales on a currency neutral basis increased 3.3%, primarily due to increased sell-through in certain other categories and expanded product offerings, partially offset by weakness in certain product categories. Unfavorable foreign currency translation and the exiting of certain product categories accounted for a decrease in net sales of approximately 2% and 1%, respectively.

Net sales in the Outdoor Solutions segment decreased $32.9 million, or 2.3%. Excluding the impact of exiting certain product categories, net sales on a currency neutral basis increased approximately 1%, primarily due to increased sales on a currency neutral basis in the fishing and technical apparel businesses, which provided an increase in net sales of approximately 3%, largely related to expanded product offerings, increased point of sale and favorable weather conditions in North America. This increase was more than offset by an approximate 4% decrease in net sales on a currency neutral basis in the camping and outdoor, team sports and winter sports businesses, primarily due to the exiting of certain product categories, weakness in certain product categories and decreased demand in Europe due to unfavorable economic conditions and the absence of higher tsunami-related sales recorded in the second quarter of 2011, combined with softness in the winter sports business, which was negatively affected by unfavorable winter weather conditions. Unfavorable foreign currency translation and the exiting of certain product categories accounted for a decrease in net sales of approximately 1% and 2%, respectively.

Net sales in the Consumer Solutions segment increased $14.9 million, or 2.0%. On a currency neutral basis net sales increased by approximately 3%. The increase is primarily due to increased demand internationally, primarily in Latin America, accounted for an increase in net sales of approximately 3%, primarily due to increased point of sale, expanded distribution and new product offerings. Domestic net sales were essentially flat on a period-over-period basis as increased appliance sales were mostly offset by weakness in certain personal care and wellness categories. Unfavorable foreign currency translation accounted for a decrease of approximately 1% in net sales.

Net sales in the Branded Consumables segment increased $21.6 million, or 2.6%. Increased sales on a currency neutral basis in the baby care, home care, leisure and entertainment and safety and security businesses provided an increase in net sales of approximately 6%, in part due to increased sales in certain product categories, especially the food preservation category, primarily due to increased point of sale, favorable weather conditions and expanded distribution, partially offset by softness in firelog sales, which were negatively affected by unfavorable weather conditions. Unfavorable foreign currency translation accounted for a decrease of approximately 3% in net sales.

Net sales in the Process Solutions segment increased 7.6% on a period-over-period basis, primarily due to increased sales within in each of its business units.

Cost of Sales

Cost of sales decreased $22.9 million, or 1.0%, to $2.3 billion for six months ended June 30, 2012 versus the same prior year period. The decrease is primarily due to foreign currency translation (approximately $40 million), partially offset by approximately $20 million related to the net impact on cost of sales of higher sales and improved margins, in part due to declines in certain commodity and distribution costs. Cost of sales as a percentage of net sales for the six months ended June 30, 2012 and 2011 was 71.1% and 72.2%, respectively.

Selling, General And Administrative Costs

SG&A increased $12.4 million, or 2.0%, to $638 million for the six months ended . . .