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) May 4, 2006

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 May 4, 2006, we issued a press release announcing our financial results for the quarter ended March 31, 2006. A copy of our press release announcing our earnings results for the quarter ended March 31, 2006 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 uses this non-GAAP information as an indicator of business performance, and evaluates overall management with respect to such indicators. These measures should be considered in addition to, not a substitute for, measures of financial performance prepared in accordance with GAAP. 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 May 4, 2006 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. As 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 May 4, 2006, with respect to our financial results for the quarter ended March 31, 2006 (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: May 4, 2006

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 May 4, 2006, with respect to our financial results for the quarter ended March 31, 2006 (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/Melissa Merrill
	Financial Dynamics
FOR IMMEDIATE RELEASE	212-850-5600

Jarden Reports 2006 First Quarter Results

RYE, N.Y., May 4, 2006 — Jarden Corporation (NYSE: JAH) today reported its financial results for the quarter ended March 31, 2006.

For the quarter ended March 31, 2006, net sales increased 52% to $792 million compared to $521 million for the same period in the previous year. Net income was $5.7 million, or $0.09 per diluted share, for the quarter ended March 31, 2006, compared to a net loss of $22.0 million, or ($0.51) per common share, in the first quarter of 2005. On a non-GAAP basis, as adjusted net income was $15.8 million, or $0.24 per diluted share, for the quarter ended March 31, 2006, compared to $15.8 million, or $0.25 per diluted share, in the first quarter of 2005. Please see the schedule accompanying this release for the reconciliation of GAAP to non-GAAP net income and diluted earnings per share. Current year amounts include the results of operations from the American Household and Holmes Group businesses, which were acquired in January 2005 and July 2005, respectively.

Martin E. Franklin, Chairman and Chief Executive Officer, commented, “I am delighted that all of our businesses have started 2006 on such a positive note and that the steps we took in the fourth quarter to integrate our recent acquisitions delivered tangible benefits. Specifically, our strong organic sales growth helped to fuel improved profitability and deliver better than anticipated as adjusted net income and earnings per share, by partially offsetting the first quarter dilutive impact of the Holmes transaction, foreign exchange movements, and raw material cost increases.”

Mr. Franklin continued, “The integration process within our Consumer Solutions business is proceeding well and we were able to realize synergies from this restructuring faster than originally budgeted. Our new product development pipeline is starting to drive margin expansion and the growth in our businesses more than offset any inventory reduction initiatives at some of our customers. We look forward to the rest of 2006 with renewed optimism. The macro environment remains volatile, particularly on the raw material and energy cost side, but we believe that overall sales and margins are tracking to put us in a position to meet our financial goals in 2006, as well as our overall three year financial targets.”

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The Company will be holding a conference call at 9:45 a.m. (EDT) today, May 4, 2006, to further discuss its results and respond to questions. The call will be accessible via a webcast through the Company’s website at http://www.jarden.com and will be archived online until May 18, 2006.

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(R), Bee(R), Bicycle(R), Crawford(R), Diamond(R), First Alert(R), Forster(R), Hoyle(R), Kerr(R), Lehigh(R), Leslie-Locke(R) and Loew-Cornell(R); Consumer Solutions: Bionaire(R), Crock-Pot(R), FoodSaver(R), Harmony(R), Health o meter(R), Holmes(R), Mr. Coffee(R), Oster(R), Patton(R), Rival(R), Seal-a-Meal(R), Sunbeam(R), VillaWare(R) and White Mountain(TM); and Outdoor Solutions: Campingaz(R) and Coleman(R). Headquartered in Rye, N.Y., Jarden has over 17,500 employees worldwide. For more information, please visit http://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 Company’s repurchase of shares of common stock from time to time under the Company’s stock repurchase program, the outlook for Jarden’s markets and the demand for its products, earnings per share, future cash flows from operations, future revenues and margin requirement and expansion, 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

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except earnings per share)

	Three month period ended
	March 31, 2006							March 31, 2005
	As Reported (GAAP)		Adjustments (1)(3)			As Adjusted (Non-GAAP) (1)(3)		As Reported (GAAP) (2)			Adjustments (1)(3)			As Adjusted (Non-GAAP) (1)(3)
Net sales	$	791,661	$	—		$	791,661	$	521,347		$	—		$	521,347
Cost of sales		605,991		(295	)		605,696		400,390			(16,390	)		384,000
General and administrative expenses		141,794		(6,343	)		135,451		96,962			—			96,962
Reorganization and acquisition-related integration costs		9,359		(9,359	)		—		2,928			(2,928	)		—
Operating earnings		34,517		15,997			50,514		21,067			19,318			40,385
Interest expense, net		25,577		—			25,577		14,975			—			14,975
Loss on early extinguishment of debt		—		—			—		6,046			(6,046	)		—
Income before taxes		8,940		15,997			24,937		46			25,364			25,410
Income tax provision		3,266		5,836			9,102		17			9,638			9,655
Net income	$	5,674	$	10,161		$	15,835	$	29		$	15,726		$	15,755
Paid in-kind dividends on Series B and C preferred stock		—		—			—		(5,494	)		5,494			—
Charges from beneficial conversions of Series B and C preferred stock		—		—			—		(16,541	)		16,541			—
Income (loss) available to common stockholders	$	5,674	$	10,161		$	15,835	$	(22,006	)	$	37,761		$	15,755
Earnings (loss) per share:
Basic	$	0.09				$	0.24	$	(0.51	)				$	0.36
Diluted	$	0.09				$	0.24	$	(0.51	)				$	0.25
Weighted average shares outstanding :
Basic		65,635					65,635		43,203						43,203
Diluted		66,496					66,496		43,203						62,891

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	Unaudited March 31, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	82,657		$	237,093
Accounts receivable, net		508,841			523,223
Income taxes receivable		1,130			1,828
Inventories		656,463			566,349
Deferred taxes on income		86,517			84,677
Prepaid expenses and other current assets		48,132			51,277
Total current assets		1,383,740			1,464,447
Property, plant and equipment, net		315,960			320,553
Goodwill		1,274,179			1,263,179
Other intangible assets, net		430,986			431,213
Other assets		53,087			45,216
Total assets	$	3,457,952		$	3,524,608
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	65,580		$	86,277
Accounts payable		282,390			260,155
Accrued salaries, wages and employee benefits		66,134			107,885
Taxes on income		10,722			15,388
Deferred consideration for acquisitions		11,791			11,591
Other current liabilities		232,644			233,231
Total current liabilities		669,261			714,527
Non-current liabilities:
Long-term debt		1,448,310			1,455,050
Deferred taxes on income		134,501			123,902
Other non-current liabilities		225,819			227,283
Total non-current liabilities		1,808,630			1,806,235
Total liabilities		2,477,891			2,520,762
Stockholders’ equity:
Common stock		688			688
Additional paid-in capital		869,749			877,326
Retained earnings		160,993			155,321
Other comprehensive income (loss)		10,609			(4,031	)
Treasury stock		(61,978	)		(25,458	)
Total stockholder’s equity		980,061			1,003,846
Total liabilities and stockholders’ equity	$	3,457,952		$	3,524,608

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	March 31, 2006			March 31, 2005
Cash flows from operating activities:
Net income	$	5,674		$	29
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		15,819			12,119
Other non-cash items		7,305			5,888
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		26,721			(47,507	)
Inventory		(89,997	)		(27,041	)
Accounts payable		21,960			28,599
Other assets and liabilities		(58,477	)		(56,653	)
Net cash used in operating activities		(70,995	)		(84,566	)
Cash flows from financing activities:
Proceeds from revolving credit borrowings		95,049			54,526
Payments on revolving credit borrowings		(95,049	)		(10,613	)
Proceeds from issuance of senior debt		—			850,000
Payments on senior debt		(29,359	)		(305,693	)
Borrowings (repayments) under foreign lines of credit, net		20,467			—
Proceeds from issuance of stock, net of transaction fees		2,388			350,379
Repurchase of common stock into treasury		(50,000	)		—
Debt issuance costs		(1,995	)		(17,455	)
Other		(658	)		1,012
Net cash (used in) provided by financing activities		(59,157	)		922,156
Cash flows from investing activities:
Additions to property, plant and equipment		(12,212	)		(10,944	)
Acquisition of businesses, net of cash acquired		(12,254	)		(805,604	)
Other		122			49
Net cash used in investing activities		(24,344	)		(816,499	)
Effect of exchange rate changes on cash		60			—
Net (decrease) increase in cash and cash equivalents		(154,436	)		21,091
Cash and cash equivalents at beginning of period		237,093			20,665
Cash and cash equivalents at end of period	$	82,657		$	41,756

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING INCOME BY SEGMENT (Unaudited)

(in millions)

	Three month period ended
	March 31, 2006			March 31, 2005
Net sales:
Branded consumables (a)	$	154.8		$	135.4
Consumer solutions (b)		351.5			167.1
Outdoor solutions		228.1			182.9
Process solutions (c)		75.1			51.7
Intercompany eliminations (d)		(17.8	)		(15.8	)
Total net sales	$	791.7		$	521.3
Operating earnings:
Branded consumables (e)	$	9.2		$	12.9
Consumer solutions (e)		11.6			—
Outdoor solutions (e)		12.8			6.9
Process solutions		6.6			3.2
Unallocated (f)		(5.7	)		(1.9	)
Total operating income	$	34.5		$	21.1

(a) The First Alert business is included in the Branded consumables segment effective January 1, 2006. Prior periods have been restated.

(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 business acquired with the acquisition of The Holmes Group (the “THG Acquisition”) is included in the Consumer solutions segment effective July 18, 2005.

(c) Formerly referred to as the “Other” segment.

(d) Intersegment sales are recorded at cost plus an agreed upon intercompany profit on intersegment sales.

(e) For the three months ended March 31, 2006, the operating income of the Consumer solutions, Branded consumables and Outdoor solutions segments include charges for reorganization and acquisition-related initiatives of $5.1 million, $3.3 million and $0.7 million, respectively.

For the three months ended March 31, 2005, the operating earnings of the Branded consumables, Consumer solutions and Outdoor solutions segments include charges related to the fair value adjustment of purchased inventory attributable to the AHI acquisition of $0.2 million, $6.4 million and $9.8 million, respectively. Also, included in the operating income of the Consumer solutions and Outdoor solutions segments are charges for reorganization and acquisition-related costs of $0.7 million and $0.5 million, respectively.

(f) For the three month period ended March 31, 2006, unallocated costs include $0.3 million of corporate reorganization and acquisition-related integration costs and $5.4 million of non-cash compensation cost related to the issuance of stock options and restricted shares of Company common stock. For the three months ended March 31, 2005, unallocated costs include $1.7 million of reorganization and acquisition-related integration costs and $0.2 million of non-cash compensation related to the issuance of restricted shares of Company common stock.

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Jarden Corporation

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 months ended March 31, 2006 and 2005. For the three months ended March 31, 2006, adjustments to net income consist of $9.4 million related to reorganization and acquisition-related integration costs and $5.4 million of non-cash compensation costs primarily related to issuance of restricted shares and stock options of Company common stock to employees, $0.9 million of certain duplicative administrative costs associated with the ongoing integration activities, and $0.3 million of inventory write-offs related to integration activities. For the three months ended March 31, 2005, adjustments to net income consist of purchase accounting adjustments for $16.4 million of manufacturer’s profit in inventory charged to cost of sales during the quarter, $2.9 million of reorganization and acquisition-related integration costs, $6.1 million of loss on early extinguishment of debt and $22.0 million related to the beneficial conversion of Series B and C preferred stock. Adjustments to the weighted average shares outstanding consist of Series B and Series C preferred stock common stock equivalents or an if-converted basis as well as restricted shares for executive officers to be issued upon shareholder approval of an amendment to the stock compensation plan.

Note 2: 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 3: 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 GAAP in the statements of income, 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 of the non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP measures are provided because management of the Company uses these financial measures in maintaining and evaluating the Company’s ongoing financial results and trends. Management uses this non-GAAP information as an indicator of business performance, and evaluates overall management with respect to such indicators. These measures should be considered in addition to, not a substitute for, measures of financial performance prepared in accordance with GAAP. 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 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.

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EX-99.2

Exhibit 99.2

	Three month period ended
	March 31, 2006		March 31, 2005
Reconciliation of non-GAAP measure:
(in millions)
Net income	$	5.7	$	—
Income tax provision		3.2		—
Interest expense, net		25.6		15.0
Depreciation and amortization		15.8		12.1
Earnings before interest, taxes, depreciation and amortization (EBITDA)		50.3		27.1
Other adjustments:
Purchase accounting adjustment for manufacturer’s profit in inventory		—		16.4
Reorganization and acquisition- related integration costs		9.4		2.9
Loss on early extinguishment of debt		—		6.1
Non-cash compensation costs		5.4		—
Inventory write-offs		0.3		—
Duplicative administrative costs		0.9		—
As Adjusted EBITDA	$	66.3	$	52.5