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. 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 the Company makes 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.

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, 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, the Company manufactures a line of industrial zinc products marketed globally for use in the plumbing, automotive, electrical component and architectural markets.

Market Overview

The Company operates primarily in the consumer products markets, which are generally affected by overall economic conditions. The Company's results and activities for the nine months ended September 30, 2009 have been affected by the following macroeconomic factors:

• Global economic weakness, a recessionary economy in the United States and the corresponding decline in consumer confidence and demand has negatively affected sales both domestically and internationally.

• Less volatile commodities markets have resulted in lower input costs relative to last year, with commensurate pressure from customers to lower pricing.

Summary of Significant 2009 Activities

• In April 2009, the Company completed an equity offering of 12 million newly-issued shares of common stock at $17.50 per share resulting in net proceeds of approximately $203 million.

• In April 2009, the Company completed a registered public offering for $300 million aggregate principal amount of 8% senior unsecured notes due May 2016.

• In August 2009, the Company completed an extension of the revolving credit portion of the Company's senior credit facility, which was allowed for under an April 2009 amendment, that extended the maturity date of the revolving facility in an aggregate amount of $100 million to January 2012.

• In August 2009, the Company entered into an amendment to the Company's senior credit facility. The amendment extended the maturity date of $600 million principal amount of existing term loans from January 2012 to January 2015.

• The Company managed working capital to improve operating cash flows, with a particular focus on bringing inventory levels into line with lower sales.

• As a result of the current macroeconomic conditions, the Company initiated cost containment efforts, with particular focus discretionary spending. These initiatives have resulted in an overall reduction in selling, general and administrative expenses ("SG&A").

• In September 2009, the Company announced that the Board of Directors (the "Board") had decided to initiate a quarterly cash dividend of $0.075 per share of the Company's common stock staring in the fourth quarter of 2009.

Acquisitions

The Company has not completed a significant acquisition in over two years. 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 our 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(s) in any given year or that any such acquisition(s) 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 our existing credit facilities and new capital market offerings.

During the nine months ended September 30, 2009, the Company completed three 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. The tuck-in acquisitions did not have a material impact on the period over period comparisons discussed below, nor are they expected to have a material impact on future period comparisons.

Results of Operations-Comparing 2009 to 2008

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



                                                                  Operating Earnings
                                         Net Sales                      (Loss)
                                     Three months ended           Three months ended
                                       September 30,                 September 30,
      (in millions)                 2009           2008           2009           2008
      Outdoor Solutions           $   565.7      $   620.1      $    63.4       $  60.9
      Consumer Solutions              510.3          542.7           79.3          76.0
      Branded Consumables             224.6          223.5           31.7          29.3
      Process Solutions                60.8           83.7            4.7           5.0
      Corporate                          -              -           (24.3 )       (27.1 )
      Intercompany eliminations       (10.1 )        (14.4 )           -             -

                                  $ 1,351.3      $ 1,455.6      $   154.8       $ 144.1

Net sales for the three months ended September 30, 2009 decreased $104 million, or 7.2%, to $1.4 billion versus the same prior year period. The overall decrease in net sales was primarily due to unfavorable foreign currency translation (approximately $22 million) and 27.4% ($22.9 million) decline in sales in the Process Solutions segment, due primarily to a decline in the pass through pricing of commodities, and lower coinage and OEM sales, which is typical in a recessionary environment. Net sales in the Outdoor Solutions segment decreased $54.4 million, or 8.8%, primarily as the result of unfavorable foreign currency translation (approximately $9 million) and declines in domestic and international sales resulting from overall economic weakness and lack of strong hurricane related sales in 2009 compared to the third quarter of 2008. Net sales in the Consumer Solutions segment decreased $32.4 million or 6.0%, which was primarily due to unfavorable foreign currency translation (approximately $10 million) and declines in domestic and international sales in certain categories resulting from overall economic weakness and the timing of certain orders, partially offset by increased demand in the small appliance and certain personal care and wellness categories, which is primarily due to gains in category space at certain major retailers along with new product placements. Net sales in the Branded Consumables segment increased $1.1 million or 0.5%, which was mainly due to improved sales of Ball ® and Kerr® fresh preserving products, which has been driven in part, by the consumer trend of looking to save money, combined with the Company's marketing efforts celebrating the 125th anniversary of the Ball® jar, partially offset by continued weakness at retail, primarily at domestic home improvement retailers resulting from overall economic weakness.

Cost of sales decreased $85.3 million to $955 million for the three months ended September 30, 2009 versus the same prior year period. Cost of sales as a percentage of net sales for the three months ended September 30, 2009 and 2008 was 70.6% and 71.4%, respectively. The improvement is primarily due to lower commodity costs in 2009 versus the same prior year period, maintaining inventory at levels consistent with our working capital goals and the realization of cost reductions from prior integration and ongoing continuous improvement programs.

SG&A decreased $21.2 million, or 8.2%, to $238 million for the three months ended September 30, 2009 versus the same prior year period. The improvement is primarily due to the aforementioned cost containment efforts (see Summary of Significant 2009 Activities) initiated by the Company as a result of the current macroeconomic conditions. SG&A as a percentage of net sales for the three months ended September 30, 2009 and 2008 was 17.6% and 17.8%, respectively.

Operating earnings for the three months ended September 30, 2009 in the Outdoor Solutions segment increased $2.5 million or 4.1%, versus the same prior year period primarily as the result of lower SG&A ($23.0 million) and a $2.5 million decrease in reorganization and acquisition-related integration costs, net (collectively "reorganization costs"), partially offset by the gross margin impact of lower sales. Operating earnings for the three months ended September 30, 2009 in the Consumer Solutions segment increased $3.3 million or 4.3%, versus the same prior year period primarily as the result of improved gross margins, which is primarily due to lower commodity and transportation costs in 2009 versus 2008. Operating earnings for the three months ended September 30, 2009 in the Branded Consumables segment increased $2.4 million or 8.2%, versus the same prior year period primarily as the result of the gross margin impact of an increase in sales and a decrease in reorganization costs ($2.5 million), partially offset by an increase in SG&A ($3.5 million). Operating earnings in the Process Solutions segment for the three months ended September 30, 2009 decreased $0.3 million or 6.0%, versus the same prior year period primarily as the result of the gross margin impact of lower sales, partially offset by a decrease in SG&A ($2.0 million) and a decrease on reorganization costs ($0.7 million).

Reorganization costs, decreased by $8.5 million to $4.3 million for the three months ended September 30, 2009 versus the same prior year period. These charges relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment.

Net interest decreased by $8.8 million to $35.2 million for the three months ended September 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 6.2% 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 $725 million notional amount of fixed rate interest rate swaps during 2009.

The Company's reported tax rate for the three months ended September 30, 2009 and 2008 was 38.4% and 36.3%, respectively. The difference from the statutory tax rate to the reported tax rate for the three months ended September 30, 2009 results principally from the U.S. tax expense of $4.0 million recognized on the undistributed foreign income. There was no material difference from the statutory tax rate to the reported tax rate for the three months ended September 30, 2008.

Net income for the three months ended September 30, 2009 increased $9.9 million to $73.7 million versus the same prior year period. The increase in net income was primarily due to the aforementioned decreases in SG&A expense and interest expense. For the three months ended September 30, 2009 and 2008 diluted earnings per share were $0.83, due to the increase in the diluted weighed average shares outstanding in 2009 resulting from the issuance of 12 million shares of common stock from the Company's April 2009 equity offering (see "Liquidity and Capital Resources" hereafter).

Nine months Ended September 30, 2009 versus the Nine months Ended September 30, 2008

                                                                  Operating Earnings
                                         Net Sales                      (Loss)
                                     Nine months ended             Nine months ended
                                       September 30,                 September 30,
      (in millions)                 2009           2008           2009           2008
      Outdoor Solutions           $ 1,794.8      $ 1,987.0      $   158.3       $ 172.7
      Consumer Solutions            1,218.4        1,242.3          153.3         141.3
      Branded Consumables             586.9          589.3           66.0          57.6
      Process Solutions               196.9          264.5           14.6          17.3
      Corporate                          -              -           (76.0 )       (74.3 )
      Intercompany eliminations       (37.1 )        (50.1 )           -             -

                                  $ 3,759.9      $ 4,033.0      $   316.2       $ 314.6

Net sales for the nine months ended September 30, 2009 decreased $273 million, or 6.8%, to $3.8 billion versus the same prior year period. The overall decrease in net sales was primarily due to unfavorable foreign currency translation (approximately $125 million), a 25.6% ($67.6 million) decline in sales in the Process Solutions segment, due primarily to a decline in the pass through pricing of commodities, and lower coinage and OEM sales, which is typical in a recessionary environment and declines in domestic and international sales resulting from overall macroeconomic weakness. Net sales in the Outdoor Solutions segment decreased $192 million or 9.7%, primarily as the result of unfavorable foreign currency translation (approximately $73 million) and declines in domestic and international sales resulting from overall economic weakness. Net sales in the Consumer Solutions segment decreased $23.9 million or 1.9%, which was primarily due unfavorable foreign currency translation (approximately $35 million) and decreased demand and internationally, primarily in Latin America, resulting from overall economic weakness, partially offset by increased demand in the small appliance and certain personal care and wellness categories, which is primarily due to gains in category space at

certain major retailers and certain marketing efforts. Net sales in the Branded Consumables segment decreased $2.4 million or 0.4%, which is mainly due to unfavorable foreign currency translation (approximately $13 million), continued weakness at retail, primarily at domestic home improvement retailers resulting from overall economic weakness, partially offset by improved sales of Ball® and Kerr® fresh preserving products, which has been driven in part, by the consumer trend of looking to save money, combined with the Company's marketing efforts celebrating the 125th anniversary of the Ball® jar.

Cost of sales decreased $194 million to $2.7 billion for the nine months ended September 30, 2009 versus the same prior year period. Cost of sales as a percentage of net sales for the nine months ended September 30, 2009 and 2008 was 72.2% and 72.1%, respectively. The impact 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 was offset by lower commodity prices in 2009, maintaining inventory at levels consistent with our working capital goals and the realization of cost reductions from prior integration and ongoing continuous improvement programs.

SG&A decreased $68.4 million, or 8.8%, to $707 million for the nine months ended September 30, 2009, versus the same prior year period. The improvement is primarily due to the aforementioned 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 nine months ended September 30, 2009 and 2008 was 18.8% and 19.2%, respectively. The improvement is primarily due to the aforementioned cost containment efforts.

Operating earnings for the nine months ended September 30, 2009 in the Outdoor Solutions segment decreased $14.4 million or 8.3%, versus the same prior year period primarily as the result of the gross margin impact of lower sales, partially offset by a decrease in SG&A ($54.0 million) and a decrease in reorganization costs ($1.5 million). Operating earnings for the nine months ended September 30, 2009 in the Consumer Solutions segment increased $12.0 million or 8.5%, versus the same prior year period primarily as the result of lower SG&A ($19.8 million), partially offset by increased reorganization costs ($3.2 million). Operating earnings for the nine months ended September 30, 2009 in the Branded Consumables segment increased $8.4 million or 14.6%, versus the same prior year period primarily as the result of the improved gross margins and a decrease in reorganization costs ($6.0 million). Operating earnings in the Process Solutions segment for the nine months ended September 30, 2009 decreased $2.7 million or 15.6%, versus the same prior year period primarily as the result of the gross margin impact of lower sales, partially offset by a decrease of SG&A ($3.8 million) reorganization costs ($2.8 million).

Reorganization costs decreased by $12.1 million to $22.5 million for the nine months ended September 30, 2009 versus the same prior year period. The majority of these charges ($19.3 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 nine months ended September 30, 2009 within the Consumer Solutions segment for headcount reductions related to cost reduction initiatives.

Net interest decreased by $22.6 million to $110 million for the nine months ended September 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 6.3% 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 $725 million notional amount of fixed rate interest rate swaps during 2009.

The Company's reported tax rate for the nine months ended September 30, 2009 and 2008 was 38.1% and 38.7%, respectively. The difference from the statutory tax rate to the reported tax rate for the nine months ended September 30, 2009 results principally from the U.S. tax expense of $5.8 million recognized on the undistributed foreign income. The difference from the statutory tax rate to the reported tax rate for the nine months ended September 30, 2008 results principally from U.S. tax expense of $3.6 million recognized on undistributed foreign income.

Net income for the nine months ended September 30, 2009 increased $16.0 million to $128 million versus the same prior year period. For the nine months ended September 30, 2009 diluted earnings per share were $1.53 versus $1.46 for the nine months ended September 30, 2008. The increase in net income was primarily due to the aforementioned decreases in SG&A expense and interest expense, partially offset the increase in the diluted weighed average shares outstanding in 2009 resulting from the issuance of 12 million shares of common stock from the equity offering in April 2009.

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 September 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.

During the third quarter, the Company improved its liquidity as a result of the following:

• The Company completed an extension of the revolving credit portion (the "Revolving Facility") of the Company's senior credit facility (the "Facility"), which was allowed for under an April 2009 amendment, that extended the maturity date of the Revolving Facility in an aggregate amount of $100 million to January 2012. Additionally, the then existing . . .