The following discussion of financial condition and results of operations of Jarden Corporation and its subsidiaries (hereinafter referred to as the "Company" or "Jarden") should be read together with the 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 2012, 2011 and 2010 are to Jarden's fiscal years ended December 31, 2012, 2011 and 2010, respectively.

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, propane fuel, 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 Outdoor Solutions Segment also sells a variety of products sold internationally under brand names such as Campingaz®, Esky® and Invicta®.

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 Consumer Solutions segment also has rights to sell various small appliance products in substantially all of Europe under the Breville ® brand name.

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").

• In September 2012, the Company completed a private offering for the sale of $500 million aggregate principal amount of 1 7/8% senior subordinated convertible notes due 2018 (the "Convertible Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and received net proceeds of approximately $487 million, after deducting fees and expenses.

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 that 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 Activity

During 2012, the Company completed three tuck-in acquisitions that by nature were complementary to the Company's core businesses and from an accounting standpoint were not significant.

2011 Activity

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

2010 Activity

On April 1, 2010, the Company acquired the Mapa Spontex Baby Care and Home Care businesses ("Mapa Spontex") of Total S.A. ("Total"), through the acquisition of certain of Total's subsidiaries for a Euro purchase price of approximately €200 million or approximately $275 million (the "Acquisition"). The total value of the transaction, including debt assumed and/or repaid, was approximately €305 million (approximately $415 million). Mapa Spontex is a global manufacturer and distributor of primarily baby care and home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves. Its baby care portfolio includes feeding bottles, soothers, teats and other infant accessories sold primarily under the Fiona®, First Essentials ®, Lillo®, NUK® and Tigex ® brands; and health care products, including condoms sold under the Billy Boy ® brand. Its home care portfolio includes sponges, rubber gloves and related cleaning products for industrial, professional and retail uses sold primarily under the Mapa® and Spontex ® brands. Mapa Spontex is reported in the Company's Branded Consumables segment and is included in the Company's results of operations from April 1, 2010 (the "Acquisition Date").

In addition, the Company completed three tuck-in acquisitions during 2010, including the acquisition of Aero Products International, Inc. ("Aero") on October 1, 2010 and the acquisition of Quickie Manufacturing Corporation ("Quickie") on December 17, 2010. Aero is a leading provider of premium, air-filled mattresses under brand names including Aero®, Aerobed® and Aero Sport ®. Aero is reported in the Company's Outdoor Solutions segment and is included in the Company's results of operations from October 1, 2010. Quickie is a leading supplier and distributor of innovative cleaning tools and supplies. Quickie designs, manufactures and distributes cleaning products including mops, brooms, dusters, dust pans, brushes, buckets and other supplies for traditional in-home use, as well as commercial and contractor-grade applications, sold primarily under the leading brands Quickie Original®, Quickie Home-Pro®, Quickie Professional®, Quickie Microban® and Quickie Green Cleaning®. Quickie is reported in the Company's Branded Consumables segment and is included in the Company's results of operations from December 17, 2010. The combined cash purchase price, net of cash acquired, for the Aero and Quickie acquisitions was approximately $270 million. Additionally, during 2010, the Company completed another tuck-in acquisition. All three tuck-in acquisitions were complementary to the Company's core businesses and from an accounting standpoint were not significant.

As discussed hereinafter, the differences in the results from operations for 2011 versus 2010 have been affected in varying degrees by the inclusion of Mapa Spontex, Aero and Quickie from their respective acquisition dates of April 1, 2010, October 1, 2010 and December 17, 2010, respectively. Furthermore, during 2011, the integration of Aero into the operating results of the Company's existing Coleman business was completed.

Venezuela Operations

On February 8, 2013, the Venezuelan government announced its intention to further devalue the Bolivar relative to the U.S. dollar. As a result of the devaluation, the official exchange rate changed to 6.30 Bolivars per U.S. dollar for imported goods. As a result of the change in the official exchange rate, the Company expects to record a pre-tax charge of approximately $27 million, in the first quarter of 2013, primarily reflecting the write-down of monetary assets. The 2013 financial statements of our subsidiaries in Venezuela will be remeasured at and will be reflected in the Company's consolidated financial statements at the official exchange rate of 6.30. The higher official exchange rate will negatively impact the ongoing revenue and operating profit for our Venezuela operations. Translating the results of operations for the Venezuela subsidiaries in 2012 using the 6.30 official exchange rate versus the actual official exchange rate in effect during 2012 of 4.30, would have reduced the Company's 2012 consolidated net sales by less than 1%.

In January 2010, the Venezuelan government announced its intention to devalue its currency (Bolivar) relative to the U.S. dollar, which resulted in an official exchange rate for non-essential goods of 4.30 Bolivars per U.S. dollar. As such, beginning in 2010, 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, which is the Company's expected settlement rate.

As a result of the change in the official exchange rate, the results of operations for 2010 include a non-cash charge of $14.0 million, primarily reflecting the write-down of monetary assets as of January 1, 2010. This charge is classified in selling, general and administrative costs ("SG&A").

In March 2010, the Securities and Exchange Commission (the "SEC") provided guidance on certain exchange rate issues specific to Venezuela. This SEC guidance, in part, requires that any differences between the amounts reported for financial reporting purposes and actual U.S. dollar-denominated balances that may have existed prior to the application of the highly inflationary accounting requirements (effective January 1, 2010 for the Company) should be recognized in the statement of operations. As a result of applying this SEC guidance, the results of operations for 2010 include a non-cash charge of $56.6 million related to remeasuring U.S. dollar-denominated assets at the parallel exchange rate and subsequently translating at the official exchange rate. This charge is classified in SG&A.

At December 31, 2012, the Company's subsidiaries operating in Venezuela have approximately $15 million in cash denominated in U.S. dollars and cash of approximately $47 million denominated in Bolivars converted at the official exchange rate of 4.30 Bolivars per U.S. dollar.

Consolidated Results of Operations

                                                               Years Ended December 31,
(in millions)                                             2012           2011           2010
Net sales                                               $ 6,696.1      $ 6,679.9      $ 6,022.7
Cost of sales                                             4,771.7        4,821.9        4,383.9

Gross profit                                              1,924.4        1,858.0        1,638.8
Selling, general and administrative expenses              1,320.5        1,259.2        1,211.8
Reorganization costs, net                                    27.1           23.4             -
Impairment of goodwill, intangibles and other assets           -            52.5           19.7

Operating earnings                                          576.8          522.9          407.3
Interest expense, net                                       185.3          179.7          177.8
Loss on early extinguishment of debt                            -           12.8              -

Income before taxes                                         391.5          330.4          229.5
Income tax provision                                        147.6          125.7          122.8

Net income                                              $   243.9      $   204.7      $   106.7

Results of Operations-Comparing 2012 to 2011



                                                                  Operating Earnings
                                         Net Sales                      (Loss)
                                                Years Ended December 31,
      (in millions)                 2012           2011           2012           2011
      Outdoor Solutions           $ 2,692.9      $ 2,772.1      $   250.7      $  276.4
      Consumer Solutions            1,940.9        1,880.3          232.3         236.7
      Branded Consumables           1,753.1        1,734.4          209.0         105.4
      Process Solutions               377.1          351.2           33.6          21.9
      Corporate                          -              -          (148.8 )      (117.5 )
      Intercompany eliminations       (67.9 )        (58.1 )           -             -

                                  $ 6,696.1      $ 6,679.9      $   576.8      $  522.9

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 on period-over-period changes.

Net Sales

Net sales for 2012 increased $16.2 million, or 0.2%, to $6.7 billion versus the prior year. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 2%. Excluding the impact of certain exited product categories and acquisitions, net sales on a currency-neutral basis increased approximately 2%, primarily due to increased sell-through in certain product categories and expanded product offerings, partially offset by weakness in certain product categories and the timing of seasonal sales in certain categories.

Net sales in the Outdoor Solutions segment decreased $79.2 million, or 2.9%. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 2%. Excluding the net unfavorable impact of certain exited product categories and acquisitions of approximately 2%, 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, partially offset by a decrease in net sales on a currency-neutral basis in the camping and outdoor and winter sports businesses (approximately 2%), primarily due to, unfavorable weather conditions, weakness in certain product categories and decreased demand in Europe due to unfavorable economic conditions.

Net sales in the Consumer Solutions segment increased $60.6 million, or 3.2%. On a currency-neutral basis, net sales increased by approximately 2%. Excluding the net favorable impact of certain exited product categories and acquisitions (approximately 2%), net sales on a currency-neutral basis increased by approximately 2%. The increase is primarily due to increased demand in Latin America, which accounted for an increase in net sales of approximately 2%, primarily due to increased point of sale, expanded distribution and new product offerings, partially offset by a decrease in domestic net sales, which accounted for a decrease in net sales of approximately 1%, as increased appliance sales were more than offset by weakness in certain personal care and wellness categories.

Net sales in the Branded Consumables segment increased $18.7 million, or 1.1%. Unfavorable foreign currency translation accounted for a decrease of approximately 3% in net sales. 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 4%, 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.

Net sales in the Process Solutions segment increased 7.3% on a period-over-period basis, primarily due to increased sales within each of its business units.

Cost of Sales

Cost of sales for 2012 decreased $50.2 million, or 1.0%, to $4.8 billion versus the prior year. The decrease is primarily due to foreign currency translation (approximately $70 million), partially offset by approximately $30 million related to the net impact on cost of sales of higher sales, partially offset by improved margins, which is driven by manufacturing improvement projects, stable commodity prices, new products and product mix. Cost of sales as a percentage of net sales for 2012 and 2011 was 71.3% and 72.2%, respectively.

SG&A

SG&A for 2012 increased $61.3 million, or 4.9%, to $1.3 billion versus the prior year. The increase is primarily due to an increase in marketing and product development costs (approximately $18 million) related to the Company's investment in brand equity, an increase in stock-based compensation (approximately $43 million) and approximately $13 million in acquisition-related and other costs, partially offset by favorable foreign currency translation (approximately $27 million).

Operating Earnings

Operating earnings for 2012 in the Outdoor Solutions segment decreased $25.7 million, or 9.3%, versus the prior year, primarily due to a gross profit decrease (approximately $25 million), primarily due to the gross margin impact of lower sales. Operating earnings for 2012 in the Consumer Solutions segment decreased $4.4 million, or 1.9%, versus the prior year, primarily due to an increase in SG&A (approximately $21 million) and an increase in reorganization costs (approximately $12 million), partially offset by a gross profit increase (approximately $28 million), primarily due to expanded margins and the gross margin impact of higher sales. Operating earnings for 2012 in the Branded Consumables segment increased $104 million, or 98%, versus the prior year, primarily due to a gross profit increase (approximately $45 million), primarily due to improved margins, a decrease in the charges recorded related to the impairment of goodwill, intangibles and other assets (approximately $52 million) and a decrease in reorganization costs (approximately $6 million). Operating earnings for 2012 in the Process Solutions segment increased $11.7 million, or 53.4%, versus the prior year, primarily due to an increase in gross profit, primarily due to improved margins and the gross margin impact of higher sales.

Reorganization Costs and Impairment Charges

Reorganization costs for 2012 increased $3.7 million to $27.1 million versus the prior year, primarily related to reorganization plans initiated in the Outdoor Solutions and Consumer Solutions segments. Reorganization costs of $12.6 million were recorded in the Outdoor Solutions segment related to a plan to reorganize certain manufacturing facilities in the Far East within the winter sport business. Reorganization costs of $14.1 million were recorded in the Consumer Solutions segment related to a plan to rationalize the operating processes of certain international operations.

Interest Expense

Net interest expense for 2012 increased $5.6 million to $185 million versus the prior year, primarily due to higher average debt levels, partially offset by a decrease in the weighted average interest rate for 2012 to 5.2% from 5.4% in 2011.

Income Taxes

The Company's reported tax rate for 2012 and 2011 was 37.7% and 38.0%, respectively. The increase from the statutory tax rate to the reported tax rate for 2012 results principally from U.S. tax expense related to the taxation of foreign income and tax expense related to foreign tax audit adjustments. The increase from the statutory tax rate to the reported tax rate for 2011 results principally from the U.S. tax expense ($12.3 million) related to U.S. goodwill impairment.

Net Income

Net income for 2012 increased $39.2 million to $244 million versus the prior year. For 2012 and 2011, earnings per diluted share were $3.10 and $2.31, respectively. The increase in net income was primarily due to a gross profit increase (approximately $70 million), primarily due to increased margins and higher sales; and the charges recorded in 2011 for the impairment of goodwill, intangibles and other assets ($52.5 million) and the loss on early extinguishment of debt ($12.8 million), partially offset by the aforementioned increase in SG&A. On a period-over-period basis, the diluted weighted average shares outstanding decreased approximately 11%, primarily due to the Company's stock repurchase program (see "Capital Resources").

Results of Operations-Comparing 2011 to 2010



                                                                  Operating Earnings
                                         Net Sales                      (Loss)
                                                Years Ended December 31,
      (in millions)                 2011           2010           2011           2010
      Outdoor Solutions           $ 2,772.1      $ 2,518.7      $   276.4      $  228.6
      Consumer Solutions            1,880.3        1,869.6          236.7         233.4
      Branded Consumables           1,734.4        1,345.3          105.4         109.0
      Process Solutions               351.2          342.7           21.9          25.0
      Corporate                          -              -          (117.5 )      (188.7 )
      Intercompany eliminations       (58.1 )        (53.6 )           -             -

                                  $ 6,679.9      $ 6,022.7      $   522.9      $  407.3
. . .