8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 27, 2005

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-21052	35-1828377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 Theodore Fremd Avenue, Rye, New York	10580
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (914) 967-9400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2005, we issued a press release announcing our financial results for the quarter ended September 30, 2005. A copy of our press release announcing our earnings results for the quarter ended September 30, 2005 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The earnings press release furnished herewith contains financial measures that are not in accordance with generally accepted accounting principles in the United States (“GAAP”). For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a Company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated in accordance with GAAP in the statements of operations, balance sheets, or statements of cash flows of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

To supplement our consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP measures of net income and diluted earnings per share. These non-GAAP measures are provided because management of the Company uses these financial measures in monitoring and evaluating the Company’s ongoing financial results and trends. Management believes that these non-GAAP operating performance measures are useful for investors because they enhance investors’ ability to analyze trends in the Company’s business and compare the Company’s financial and operating performance to the performance of the Company’s peers. Additionally, the Company’s credit agreement has provided for manufacturer’s profit in inventory adjustments required for purchase accounting, reorganization and acquisition-related integration costs and loss on early extinguishment of debt to be excluded in calculations used for determining whether the Company is in compliance with certain credit agreement covenants.

Also attached to this Current Report on form 8-K as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures anticipated to be discussed during our October 27, 2005 earnings conference call to the most directly comparable financial measure in accordance with GAAP and is incorporated by reference herein. EBITDA is presented in the earnings conference call because the Company’s credit facility and senior subordinated notes contain financial and other covenants which are based on or refer to the Company’s EBITDA. Additionally, EBITDA is a basis upon which our management assesses financial performance and we believe it is frequently used by securities analysts, investors and other interested parties in measuring the operating performance and creditworthiness of companies with comparable market capitalization to the Company, many of which present EBITDA when reporting their results. Furthermore, EBITDA is one of the factors used to determine the total amount of bonuses available to be awarded to executive officers and other employees. EBITDA is widely used by the Company to evaluate potential acquisition candidates. Adjusted EBITDA, excluding purchase accounting adjustments for manufacturer’s profit in inventory, reorganization and acquisition-related

integration costs and loss on early extinguishment of debt, is presented in the earnings conference call because it is a basis upon which the Company’s management has assessed its financial performance in the years presented. Additionally, the Company’s credit agreement has provided for manufacturer’s profit in inventory adjustments required for purchase accounting, reorganization and acquisition-related integration costs and loss on early extinguishment of debt to be excluded in calculations used for determining whether the Company is in compliance with certain credit agreement covenants.

The non-GAAP financial measures described above should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release.

The information in this Item 2.02 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following Exhibit is filed herewith as part of this report:

Exhibit	Description
99.1	Press Release of Jarden Corporation, dated October 27, 2005, with respect to our financial results for the quarter ended September 30, 2005 (furnished only).
99.2	Reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 27, 2005

	JARDEN CORPORATION
By:	/s/ Desiree DeStefano
Name:	Desiree DeStefano
Title:	Executive Vice President of Finance

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated October 27, 2005, with respect to our financial results for the quarter ended September 30, 2005 (furnished only).
99.2	Reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

EX-99.1

Exhibit 99.1

	FOR:	Jarden Corporation
	CONTACT:	Martin E. Franklin
		Chairman and
		Chief Executive Officer
		914-967-9400
		Investor Relations:
		Cara O’Brien/Melissa Myron
		Press: Evan Goetz/Alecia Pulman
		Financial Dynamics
		212-850-5600

FOR IMMEDIATE RELEASE

JARDEN CORPORATION REPORTS THIRD QUARTER RESULTS

RYE, NY – October 27, 2005 – Jarden Corporation (NYSE:JAH) today reported its financial results for the three and nine months ended September 30, 2005.

Third quarter net sales increased 284% to $938 million compared to $245 million for the same period last year. Net income for the third quarter of 2005 increased by 14.1% to $25.4 million from $22.3 million for the same period last year. Income available to common stockholders for the third quarter of 2005 was $24.0 million or $0.40 per diluted share, compared to $0.53 per diluted share in the prior year period. On a non-GAAP basis, adjusted net income was $50.7 million or $0.74 per diluted share for the three months ended September 30, 2005, a 39.6% increase over the same period last year. Please see the schedule accompanying this release for the reconciliation of GAAP to non-GAAP net income and diluted earnings per common share. Current amounts include the results of operations from the US Playing Card, American Household and Holmes Group businesses, which were acquired in June 2004, January 2005 and July 2005, respectively.

Martin E. Franklin, Chairman and Chief Executive Officer, commented, “Our businesses produced another record quarter. Our strong operating performance in the face of tough macro economic conditions shows the resilience of our diversified portfolio of brands and markets has paid off. These positive results were driven by organic growth in our Consumer Solutions and Outdoor Solutions segments, coupled with continuing synergy programs across all of our business segments. As always, credit goes to our employees whose continued hard work has enabled us to meet and exceed our stated financial and strategic objectives. We are confident that our cash flow and other financial goals for 2005 should be achieved, which sets a platform for further success in 2006.”

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For the nine months ended September 30, 2005, net sales increased 268% to $2,214 million compared to $602 million for the same period last year. Net income for the nine months ended September 30, 2005 increased 27.1% to $58.2 million from $45.8 million for the same period last year. Income available to common stockholders was $9.6 million or $0.19 per diluted share for the nine months ended September 30, 2005, compared to income of $1.08 per diluted share in the prior year period. On a non-GAAP basis, adjusted net income was $104.7 million or $1.60 per diluted share for the nine months ended September 30, 2005, a 48.1% increase over the same period last year.

Mr. Franklin concluded, “We are very pleased with our year to date results. We remain focused on driving organic growth and improving margins by investing in our brands and developing innovative, compelling new product offerings that meet the needs of our consumers. We are excited about the opportunities 2006 will bring as we prepare to enter the second year of our stated three to five year strategic plan.”

The Company will be holding a conference call at 9:45 AM (EDT) today, October 27, 2005, to further discuss its results and respond to questions. The call will be accessible via a webcast through the Company’s website at www.jarden.com and will be archived online until November 10, 2005.

Jarden Corporation is a leading provider of niche consumer products used in and around the home. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball^®, Bee^®, Bicycle^®, Crawford^®, Diamond^®, Forster^®, Hoyle^®, Kerr^®, Lehigh^®, Leslie-Locke^® and Loew-Cornell^®; Consumer Solutions: Bionaire^®, Crock-Pot^®, First Alert^®, FoodSaver^®, Harmony^®, Health o meter^®, Holmes^®, Mr. Coffee^®, Oster^®, Patton^®, Rival^®, Seal-a-Meal^®, Sunbeam^®, VillaWare^® and White Mountain™; and Outdoor Solutions: Campingaz^® and Coleman^®. Headquartered in Rye, N.Y., Jarden has over 16,000 employees worldwide. For more information, please visit www.jarden.com.

Note: This news release contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Jarden’s markets and the demand for its products, future cash flows from operations, future revenues and margin expansion the achievement of financial and strategic objectives, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructurings and other unusual items, including Jarden’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. These projections and statements are based on management’s estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company’s periodic and other reports filed with the Securities and Exchange Commission.

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Jarden Corporation

Consolidated Statements of Income (Unaudited)

(in thousands, except share and per share data)

	Three Months Ended September 30,
	2005							2004
	As Reported (GAAP)		Adjustments (1)(4)			As Adjusted non-GAAP (1)(4)		As Reported (GAAP) (2)(3)
Net sales	$	938,000	$	—		$	938,000	$	244,580
Costs and expenses:
Cost of sales		699,298		(4,159	)		695,139		159,507
Gross profit		238,702		4,159			242,861		85,073
Selling, general and administrative expenses		169,112		(29,778	)		139,334		41,669
Reorganization and acquisition-related integration costs		7,214		(7,214	)		—		—
Operating earnings		62,376		41,151			103,527		43,404
Interest expense, net		23,608		—			23,608		7,560
Loss on early extinguishment of debt		—		—			—		—
Income before taxes		38,768		41,151			79,919		35,844
Income tax provision		13,356		15,814			29,170		13,565
Net income		25,412	$	25,337		$	50,749		22,279
Paid in-kind dividends on Series B preferred stock		1,367							—
Income available to common stockholders	$	24,045						$	22,279
Basic earnings per share	$	0.41						$	0.55
Diluted earnings per share	$	0.40						$	0.53
Weighted average shares outstanding (in millions):
Basic		58.2							40.8
Diluted		60.5							42.4
Net income (from above)						$	50,749	$	22,279
Diluted weighted average shares outstanding (in millions)							60.5		42.4
Add back: Conversion of Series B preferred stock and accrued dividends thereon into common stock as if converted at the beginning of the period							7.0		—
Add back: Estimated dilutive effect of restricted shares issued as if issued at the beginning of the period							1.3		—
Adjusted diluted weighted average shares outstanding (in millions)							68.8		42.4
Diluted earnings per share (as adjusted)						$	0.74	$	0.53

See Notes to Earnings Release attached

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Jarden Corporation

Consolidated Statements of Income (Unaudited)

(in thousands, except share and per share data)

	Nine Months Ended September 30,
	2005								2004
	As Reported (GAAP)			Adjustments (1)(4)			As Adjusted non-GAAP (1)(4)		As Reported (GAAP) (2)(3)
Net sales	$	2,213,668		$	—		$	2,213,668	$	601,939
Costs and expenses:
Cost of sales		1,657,524			(20,549	)		1,636,975		404,326
Gross profit		556,144			20,549			576,693		197,613
Selling, general and administrative expenses		384,658			(30,527	)		354,131		104,391
Reorganization and acquisition-related integration costs		16,055			(16,055	)		—		—
Operating earnings		155,431			67,131			222,562		93,222
Interest expense, net		57,658			—			57,658		19,255
Loss on early extinguishment of debt		6,046			(6,046	)		—		—
Income before taxes		91,727			73,177			164,904		73,967
Income tax provision		33,480			26,710			60,190		28,128
Net income		58,247		$	46,467		$	104,714		45,839
Paid in-kind dividends on Series B & C preferred stock		(9,688	)							—
Charge from beneficial conversion on Series B and Series C preferred stock		(38,952	)							—
Income available to common stockholders	$	9,607							$	45,839
Basic earnings per share	$	0.20							$	1.13
Diluted earnings per share	$	0.19							$	1.08
Weighted average shares outstanding (in millions):
Basic		48.8								40.7
Diluted		50.6								42.4
Net income (from above)							$	104,714	$	45,839
Diluted weighted average shares outstanding (in millions)								50.6		42.4
Additional shares assuming conversion of stock options and inclusion of unvested restricted stock								—		—
Add back: Conversion of Series B preferred stock and accrued dividends thereon into common stock as if converted at the beginning of the period								12.0		—
Add back: Conversion of Series C preferred stock and accrued dividends thereon into common stock as if converted at the beginning of the period								.8		—
Add back: Estimated dilutive effect of restricted shares issued as if issued at the beginning of the period								1.9		—
Adjusted diluted weighted average shares outstanding (in millions)								65.3		42.4
Diluted earnings per share (as adjusted)							$	1.60	$	1.08

See Notes to Earnings Release attached

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Jarden Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

	As of
	September 30, 2005		December 31, 2004
Assets
Current assets:
Cash and cash equivalents	$	60,142	$	20,665
Accounts receivable, net		608,902		127,468
Inventories		710,049		154,180
Other current assets		101,603		32,749
Assets held for sale		8,982		—
Total current assets		1,489,678		335,062
Non-current assets:
Property, plant and equipment, net		296,618		85,429
Intangibles, net		1,752,349		602,383
Other assets		67,036		19,507
Total assets	$	3,605,681	$	1,042,381
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	46,526	$	16,951
Accounts payable		290,840		48,910
Deferred consideration for acquisitions		8,305		28,995
Other current liabilities		347,857		58,835
Total current liabilities		693,528		153,691
Non-current liabilities:
Long-term debt		1,490,940		470,500
Deferred consideration for acquisitions		40,000		10,250
Other non-current liabilities		370,496		73,989
Total non-current liabilities		1,901,436		554,739
Commitments and contingencies
Stockholders’ equity		1,010,717		333,951
Total liabilities and stockholders’ equity	$	3,605,681	$	1,042,381

See Notes to Earnings Release attached

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Jarden Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended			Nine Months Ended
	September 30, 2005			September 30, 2005			September 30, 2004
Cash flows from operating activities:
Net income	$	25,412		$	58,247		$	45,839
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization		15,477			40,861			14,756
Manufacturer’s profit in inventory		4,159			20,549			771
Non-cash compensation		30,317			31,066			314
Other non-cash items		8,593			29,009			7,398
Changes in working capital components, net of effects from acquisitions:
Accounts receivable		(73,047	)		(163,890	)		(17,953	)
Inventory		(19,046	)		(73,694	)		(28,996	)
Accounts payable		27,769			59,718			(1,235	)
Other current assets and liabilities		28,398			(16,211	)		7,068
Net cash provided by (used in) operating activities		48,032			(14,345	)		27,962
Cash flows from financing activities:
Proceeds from revolving credit borrowings		63,550			127,298			18,200
Payments on revolving credit borrowings		(49,298	)		(100,598	)		(18,200	)
Proceeds from issuance of long-term debt		380,000			1,330,000			116,000
Payments on long-term debt		(3,325	)		(310,712	)		(9,177	)
Proceeds from issuance of stock, net of transaction fees		88			350,467			2,487
Repurchase of common stock		(6,011	)		(6,011	)		—
Debt issuance costs		(2,289	)		(19,877	)		(2,213	)
Other borrowing/repayments, net		(10,623	)		(9,026	)		(5,400	)
Net cash provided by financing activities		372,092			1,361,541			101,697
Cash flows from investing activities:
Additions to property, plant and equipment		(11,834	)		(36,543	)		(7,265	)
Acquisition of businesses, net of cash acquired		(452,675	)		(1,270,778	)		(228,876	)
Other		(118	)		(150	)		(487	)
Net cash used in investing activities		(464,627	)		(1,307,471	)		(236,628	)
Effect of exchange rate changes on cash		860			(248	)		75
Net (decrease) increase in cash and cash equivalents		(43,643	)		39,477			(106,894	)
Cash and cash equivalents at beginning of period		103,785			20,665			125,400
Cash and cash equivalents at end of period	$	60,142		$	60,142		$	18,506

See Notes to Earnings Release attached

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Jarden Corporation

Net Sales and Operating Earnings by Segment (Unaudited)

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30, 2005			September 30, 2004			September 30, 2005			September 30, 2004
Net sales:
Branded consumables (a)	$	151,601		$	152,317		$	428,765		$	349,935
Consumer solutions (b)		530,830			58,152			965,283			139,506
Outdoor solutions (c)		214,084			—			695,626			—
Other		60,465			46,912			175,556			153,809
Intercompany eliminations (f)		(18,980	)		(12,801	)		(51,562	)		(41,311	)
Total net sales	$	938,000		$	244,580		$	2,213,668		$	601,939
Operating earnings:
Branded consumables (a)(e)	$	25,178		$	30,619		$	62,587		$	59,374
Consumer solutions (b)(d)(e)		57,198			9,510			64,354			19,319
Outdoor solutions (c)(e)		12,133			—			59,577			—
Other		4,876			3,325			14,769			14,843
Intercompany eliminations (f)		(17	)		(50	)		(23	)		(314	)
Unallocated costs (g)		(36,992	)		—			(45,833	)		—
Total operating earnings	$	62,376		$	43,404		$	155,431		$	93,222

(a) The United States Playing Card Company business is included in the branded consumables segment effective June 28, 2004, the date of its acquisition.

(b) The Jarden Consumer Solutions business, acquired with the acquisition of American Household, Inc. (the “AHI Acquisition”), is included in the consumer solutions segment effective January 24, 2005, and The Holmes Group business is included in the consumer solutions segment effective July 18, 2005, the date of its acquisition.

(c) The outdoor solutions segment was created upon the purchase of the Coleman business with the AHI Acquisition, effective January 24, 2005.

(d) For the three months ended September 30, 2005, the operating earnings of the consumer solutions segment reflects $4.2 million of purchase accounting adjustments for manufacturer’s profit in inventory that had the effect of reducing the operating earnings as presented.

(e) For the nine months ended September 30, 2005, the operating earnings of the branded consumables, consumer solutions and outdoor solutions segments reflects $0.2 million, $10.5 million and $9.8 million, respectively, of purchase accounting adjustments for manufacturer’s profit in inventory that had the effect of reducing the operating earnings as presented for each of these segments.

(f) Intersegment sales are recorded at cost plus an agreed upon profit on sales.

(g) Unallocated costs include reorganization and acquisition-related integration costs and non-cash compensation.

See Notes to Earnings Release attached

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Notes to Earnings Release

Note 1: Adjustments relate to items that are excluded from the “as reported” results to arrive at the “as adjusted” results for the three and nine months ended September 30, 2005. For the three months ended September 30, 2005, pre-tax adjustments to net income consist of $7.2 million of reorganization and acquisition-related integration costs, purchase accounting adjustments of $4.2 million of manufacturer’s profit in inventory, and $29.8 million of non-cash compensation costs recorded related to the issuance of restricted shares of the Company’s common stock. In addition, the resulting as adjusted income before income taxes was tax effected at the estimated 2005 tax rate of 36.5%. For the nine months ended September 30, 2005, adjustments to net income consist of purchase accounting adjustments for $20.5 million of manufacturer’s profit in inventory, $16.1 million of reorganization and acquisition-related integration costs, $6.0 million of loss on early extinguishment of debt, and $30.5 million of non-cash compensation costs recorded related to the issuance of restricted shares of the Company’s common stock.

For the three and nine months ended September 30, 2005, adjustments to the diluted weighted average shares outstanding consist of the dilutive effect of the restricted shares issued on June 23, 2005 (after shareholder approval of an amendment to the stock compensation plan). The additional adjustments to diluted shares outstanding for the three and nine months ended September 30, 2005 reflect the inclusion of Series B and Series C preferred stock common stock equivalents. Both the restricted shares and Series B and Series C preferred common stock equivalent adjustment amounts are calculated on an if-converted basis as of the beginning of the three and nine months ended September 30, 2005, to the extent such amounts are not already included in calculating the actual weighted average shares outstanding. All per share and share amounts reflect the impact of the three-for-two stock split distributed on July 11, 2005 to shareholders of record as of June 20, 2005.

Note 2: There were no items excluded from the “as reported” results for the three and nine months ended September, 30, 2004.

Note 3: Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income.

Note 4: This earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a Company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”) in the statements of income, balance sheets or statement of cash flows of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Net income and diluted earnings per share, excluding the items discussed in Note 1 above, are non-GAAP financial measures and have been presented herein because management of the Company uses these financial measures in monitoring and evaluating the Company’s ongoing financial results and trends. Management believes that these non-GAAP operating performance measures are useful for investors because they enhance investors’ ability to analyze trends in the Company’s business and compare the Company’s financial and operating performance to the performance of the Company’s peers. Additionally, the Company’s credit agreement has provided for manufacturer’s profit in inventory adjustments required for purchase accounting, reorganization and acquisition-related integration costs, non-cash compensation expenses and loss on early extinguishment of debt to be excluded in calculations used for determining whether the Company is in compliance with certain credit agreement covenants.

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EX-99.2

Exhibit 99.2

	Three months ended				Nine months ended
	September 30, 2005		September 30, 2004		September 30, 2005		September 30, 2004
Reconciliation of Non-GAAP measure:
(in thousands)
Net income	$	25,412	$	22,279	$	58,247	$	45,839
Income tax provision		13,356		13,565		33,480		28,128
Interest expense, net		23,608		7,560		57,658		19,255
Depreciation and amortization		15,477		5,920		40,861		14,756
Earnings before interest, taxes, depreciation and amortization (EBITDA)		77,853		49,324		190,246		107,978
Other adjustments:
Purchase accounting adjustment for manufacturer’s profit in inventory		4,159		—		20,549		—
Reorganization and acquisition-related integration costs		7,214		—		16,055		—
Loss on early extinguishment of debt		—		—		6,046		—
Non-cash compensation costs		29,778		—		30,527		—
As Adjusted EBITDA	$	119,004	$	49,324	$	263,423	$	107,978