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 26, 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 October 26, 2006, we issued a press release announcing our financial results for the three and nine month periods ended September 30, 2006. A copy of our press release announcing our earnings results for the three and nine month periods ended September 30, 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 provides for certain adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, reorganization and acquisition-related integration costs, non-cash compensation costs and loss on early extinguishment of debt.

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 26, 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. Adjusted EBITDA (“Adjusted Segment Earnings”), excluding purchase accounting adjustments for manufacturer’s profit in inventory, reorganization

and acquisition-related integration costs, inventory write-offs, non-cash compensation costs, duplicative administrative costs, an executive separation 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 provides for certain adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, reorganization and acquisition-related integration costs, non-cash compensation costs and loss on early extinguishment of debt.

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

(d) Exhibits. The following Exhibits are filed herewith as part of this report:

Exhibit	Description
99.1	Press Release of Jarden Corporation, dated October 26, 2006, with respect to our financial results for the three and nine month periods ended September 30, 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: October 26, 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 October 26, 2006, with respect to our financial results for the three and nine month periods ended September 30, 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:
	Melissa Myron
	Press: Evan Goetz/Melissa Merrill
	Financial Dynamics
FOR IMMEDIATE RELEASE	212-850-5600

JARDEN REPORTS RECORD THIRD QUARTER 2006 NET SALES AND NET INCOME

Third Quarter Revenue Exceeds $1 Billion

RYE, N.Y., October 26, 2006 — Jarden Corporation (NYSE: JAH) today reported its financial results for the three and nine months ended September 30, 2006.

For the quarter ended September 30, 2006, net sales increased 10% to $1.0 billion compared to $938 million for the same period in the previous year. Net income was $51.3 million, or $0.78 per diluted share, for the quarter ended September 30, 2006, compared to $24.0 million, or $0.40 per diluted share, in the third quarter of 2005. On a non-GAAP basis, net income as adjusted was $58.2 million, or $0.89 per diluted share, for the quarter ended September 30, 2006, compared to $50.8 million, or $0.74 per diluted share, in the third 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. The Holmes Group business is included in the results of operations from July 2005.

For the nine months ended September 30, 2006, net sales increased 26% to $2.8 billion compared to $2.2 billion for the same period in the previous year. Net income was $70.3 million, or $1.07 per diluted share for the nine months ended September 30, 2006, compared to $9.6 million or $0.19 per diluted share for the nine months ended September 30, 2005. On a non-GAAP basis, net income as adjusted was $113.3 million, or $1.72 per diluted share for the nine months ended September 30, 2006, compared to $104.0 million, or $1.59 per diluted share for the nine months ended September 30, 2005. The American Household and Holmes Group businesses have been included in the results of operations from January 2005 and July 2005, respectively.

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Martin E. Franklin, Chairman and Chief Executive Officer, commented, “We are delighted to have achieved the important milestone of posting our first billion dollar sales quarter coupled with strong earnings and record third quarter operating cash flow of over $91 million. This outstanding performance was based in part on strong retail sales of our jars, fans and coolers at the end of the summer and strong initial sell in of our winter seasonal products, such as electric blankets and heaters. We also achieved the first increase in gross margin reported by Jarden on a year-over-year basis since the fourth quarter 2004 and we currently anticipate that this is the start of a trend towards continued gross margin expansion.”

Mr. Franklin continued “We are cautiously optimistic that the holiday season will produce continuing positive results based on quarter-to-date sell-in and POS data. At this point we are confident that we will exceed the goal we set for ourselves at the beginning of the year of growing as adjusted EPS by 15% over the 2005 level. Given the rising interest rate and commodity cost environment we have experienced for most of the year, as well as concerns regarding consumer spending, we consider this is an excellent result. During 2006, we have invested in the future of our business by spending substantial discretionary amounts focused on new product development, marketing, sales promotion and media. As a result, we have many exciting new products and marketing programs lined up for introduction in 2007 and believe the momentum we have built in 2006 should carry over into 2007.”

The Company will be holding a conference call at 11:00 a.m. (EDT) today, October 26, 2006, 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 9, 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®, Bee®, Bicycle®, Crawford®, Diamond®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®; Consumer Solutions: Bionaire®, Crock-Pot®, 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 20,000 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 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 millions, except earnings per share)

	Three month periods ended
	September 30, 2006							September 30, 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	$	1,033.1	$	—		$	1,033.1	$	938.0		$			$	938.0
Cost of sales		767.9		(3.9	)		764.0		699.3			(4.2	)		695.1
Gross profit		265.2		3.9			269.1		238.7			4.2			242.9
General and administrative expenses		156.0		(8.1	)		147.9		169.2			(29.8	)		139.4
Reorganization and acquisition-related Integration costs, net		7.5		(7.5	)		—		7.2			(7.2	)		—
Operating earnings		101.7		19.5			121.2		62.3			41.2			103.5
Interest expense, net		29.6		—			29.6		23.5			—			23.5
Income before taxes		72.1		19.5			91.6		38.8			41.2			80.0
Income tax provision		20.8		12.6			33.4		13.4			15.8			29.2
Net income	$	51.3	$	6.9			58.2	$	25.4		$	25.4		$	50.8
Paid in-kind dividends on Series B and C preferred stock		—		—			—		(1.4	)		1.4			—
Income allocable to common stockholders	$	51.3	$	6.9		$	58.2	$	24.0		$	26.8		$	50.8
Earnings per share:
Basic	$	0.79				$	0.90	$	0.41					$	0.87
Diluted	$	0.78				$	0.89	$	0.40					$	0.74
Weighted average shares outstanding :
Basic		64.6					64.6		58.3						58.3
Diluted		65.6					65.6		60.5						68.8
Reconciliation of diluted weighted-average shares outstanding (as adjusted):
Diluted weighted average shares outstanding (above)												60.5
Addback: Conversion of Series B preferred stock and accrued dividends thereon into common stock as if converted at the beginning of the period												7.0
Addback: Estimated dilutive effect of restricted shares issued during the period as if issued at the beginning of the period.												1.3
Diluted weighted average shares outstanding (as adjusted)												68.8

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except earnings per share)

	Nine month periods ended
	September 30, 2006							September 30, 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	$	2,786.8	$	—		$	2,786.8	$	2,213.7		$	—		$	2,213.7
Cost of sales		2,103.8		(4.2	)		2,099.6		1,657.6			(20.6	)		1,637.0
Gross profit		683.0		4.2			687.2		556.1			20.6			576.7
General and administrative expenses		444.9		(19.6	)		425.3		384.7			(29.8	)		354.9
Reorganization and acquisition-related integration costs, net		22.5		(22.5	)		—		16.0			(16.0	)		—
Operating earnings		215.6		46.3			261.9		155.4			66.4			221.8
Interest expense, net		83.5		—			83.5		57.6			—			57.6
Loss on early extinguishment of debt		—		—			—		6.1			(6.1	)		—
Income before taxes		132.1		46.3			178.4		91.7			72.5			164.2
Income tax provision		61.8		3.3			65.1		33.5			26.7			60.2
Net income	$	70.3	$	43.0			113.3	$	58.2		$	45.8			104.0
Paid in-kind dividends on Series B and C preferred stock		—		—			—		(9.7	)		9.7			—
Charges from beneficial conversions of Series C preferred stock		—		—			—		(38.9	)		38.9			—
Income allocable to common stockholders	$	70.3	$	43.0		$	113.3	$	9.6		$	94.4			104.0
Earnings per share:
Basic	$	1.08				$	1.75	$	0.20					$	2.13
Diluted	$	1.07				$	1.72	$	0.19					$	1.59
Weighted average shares outstanding :
Basic		64.9					64.9		48.8						48.8
Diluted		65.9					65.9		50.7						65.4
Reconciliation of diluted weighted-average shares outstanding (as adjusted):
Diluted weighted average shares outstanding (above)												50.7
Addback: Conversion of Series B preferred stock and accrued dividends thereon into common stock												12.0
Addback: Conversion of Series C preferred stock and accrued dividends thereon into common stock												0.8
Addback: Estimated dilutive effect of restricted shares issued at the beginning of the period												1.9
Diluted weighted average shares outstanding (as adjusted)												65.4

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

	Unaudited September 30, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	82.9		$	237.1
Accounts receivable, net		609.7			523.2
Inventories		760.8			566.3
Deferred taxes on income		67.9			84.7
Prepaid expenses and other current assets		42.9			53.1
Total current assets		1,564.2			1,464.4
Property, plant and equipment, net		339.0			320.6
Goodwill		1,275.3			1,263.2
Other intangible assets, net		635.8			431.2
Other assets		46.5			45.2
Total assets		3,860.8			3,524.6
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt		199.3			86.3
Accounts payable		326.8			260.2
Accrued salaries, wages and employee benefits		87.9			107.9
Taxes on income		14.9			15.4
Other current liabilities		276.2			244.7
Total current liabilities		905.1			714.5
Non-current liabilities:
Long-term debt		1,445.1			1,455.1
Deferred taxes on income		217.6			123.9
Other non-current liabilities		231.5			227.3
Total non-current liabilities		1,894.2			1,806.3
Total liabilities		2,799.3			2,520.8
Stockholders’ equity:
Common stock		0.7			0.7
Additional paid-in capital		856.9			877.3
Retained earnings		225.6			155.3
Other comprehensive income (loss)		12.8			(4.0	)
Treasury stock		(34.5	)		(25.5	)
Total stockholder’s equity		1,061.5			1,003.8
Total liabilities and stockholders’ equity	$	3,860.8		$	3,524.6

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three months ended						Nine months ended
	September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Cash flows from operating activities:
Net income	$	51.3		$	25.4		$	70.3		$	58.2
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		16.1			15.4			47.0			40.8
Other non-cash items		35.5			59.2			77.4			80.6
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(63.8	)		(73.1	)		(78.7	)		(163.9	)
Inventory		(7.3	)		(35.3	)		(126.0	)		(73.7	)
Accounts payable		16.3			27.8			45.8			59.7
Other current assets and liabilities		43.2			28.5			(8.0	)		(16.1	)
Net cash provided by (used in) operating activities		91.3			47.9			27.8			(14.4	)
Cash flows from financing activities:
Proceeds from revolver and securitization borrowings		276.6			63.6			460.2			127.3
Payments on revolver and securitization borrowings		(173.8	)		(49.3	)		(278.1	)		(100.6	)
Proceeds from issuance of senior debt		—			380.0			—			1,330.0
Payments on senior debt		(3.0	)		(3.3	)		(63.0	)		(310.7	)
Borrowings/(repayments) under foreign lines of credit, net		(9.2	)		—			(2.0	)		—
Proceeds from issuance of stock, net of transaction fees		0.4			0.1			3.9			350.5
Repurchase of common stock into treasury		—			(6.0	)		(50.0	)		(6.0	)
Debt issuance costs		(0.4	)		(2.3	)		(2.6	)		(19.9	)
Proceeds from recouponing of interest rate swaps		6.6			—			6.6			—
Other		(0.7	)		(10.7	)		(1.6	)		(9.1	)
Net cash provided by financing activities		96.5			372.1			73.4			1,361.5
Cash flows from investing activities:
Additions to property, plant and equipment		(16.7	)		(11.8	)		(47.9	)		(36.5	)
Acquisition of businesses, net of cash acquired		(155.1	)		(452.7	)		(209.1	)		(1,270.8	)
Other		1.0			0.9			0.8			(0.2	)
Net cash used in investing activities		(170.8	)		(463.6	)		(256.2	)		(1,307.5	)
Effect of exchange rate changes on cash and cash equivalents		0.6			(0.2	)		0.8			(0.2	)
Net increase (decrease) in cash and cash equivalents		17.6			(43.8	)		(154.2	)		39.4
Cash and cash equivalents at beginning of period		65.3			103.9			237.1			20.7
Cash and cash equivalents at end of period	$	82.9		$	60.1		$	82.9		$	60.1

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING INCOME BY SEGMENT (Unaudited)

(in millions)

	Branded Consumables (a)			Consumer Solutions (b)			Outdoor Solutions			Process Solutions (c)			Intercompany Eliminations (d)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended September 30, 2006
Sales	$	221.9		$	540.7		$	208.4		$	79.1		$	(17.0	)	$	1,033.1		$	—		$	1,033.1
Adjusted segment earnings (loss)	$	38.4		$	83.7		$	17.8		$	7.0		$	—		$	146.9		$	(9.6	)	$	137.3
Adjustments to reconcile to reported operating earnings(loss):
Manufacturer’s profit in inventory		(3.9	)		—			—			—			—			(3.9	)		—			(3.9	)
Reorganization costs		(0.8	)		(8.2	)		(0.9	)		—			—			(9.9	)		2.4			(7.5	)
Other integration-related costs		—			(0.6	)		—			—			—			(0.6	)		(1.1	)		(1.7	)
Stock-based compensation		—			—			—			—			—			—			(6.4	)		(6.4	)
Depreciation and amortization		(3.3	)		(5.9	)		(4.1	)		(2.3	)		—			(15.6	)		(0.5	)		(16.1	)
Operating earnings (loss)	$	30.4		$	69.0		$	12.8		$	4.7			—		$	116.9		$	(15.2	)	$	101.7

	Branded Consumables (a)			Consumer Solutions (b)			Outdoor Solutions			Process Solutions (c)			Intercompany Eliminations (d)			Total Operating Segments			Corporate/ Unallocated			Consolidated
(Reclassified)
Three months ended September 30, 2005
Sales	$	189.1		$	495.0		$	214.1		$	60.5		$	(20.7	)	$	938.0		$	—		$	938.0
Adjusted segment earnings (loss)	$	30.8		$	71.9		$	18.9		$	7.9		$	—		$	129.5		$	(10.6	)	$	118.9
Adjustments to reconcile to reported operating earnings(loss):
Manufacturer’s profit in inventory		—			(4.2	)		—			—			—			(4.2	)		—			(4.2	)
Reorganization costs		(0.5	)		(6.1	)		(0.3	)		—			—			(6.9	)		(0.3	)		(7.2	)
Stock-based compensation		—			—			—			—			—			—			(29.8	)		(29.8	)
Depreciation and amortization		(2.7	)		(6.0	)		(4.3	)		(2.4	)		—			(15.4	)		—			(15.4	)
Operating earnings (loss)	$	27.6		$	55.6		$	14.3		$	5.5			—		$	103.0		$	(40.7	)	$	62.3

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JARDEN CORPORATION

NET SALES AND OPERATING INCOME BY SEGMENT (Unaudited)

(in millions)

	Branded Consumables (a)			Consumer Solutions (b)			Outdoor Solutions			Process Solutions (c)			Intercompany Eliminations (d)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Nine months ended September 30, 2006
Sales	$	583.2		$	1,251.7		$	768.4		$	235.2		$	(51.7	)	$	2,786.8		$	—		$	2,786.8
Adjusted segment earnings (loss)	$	90.9		$	143.5		$	87.0		$	26.4		$	—		$	347.8		$	(38.9	)	$	308.9
Adjustments to reconcile to reported operating earnings(loss):
Manufacturer’s profit in inventory		(3.9	)		—			—			—			—			(3.9	)		—			(3.9	)
Reorganization costs		(5.1	)		(17.9	)		(1.2	)		—			—			(24.2	)		1.7			(22.5	)
Impairment write-off of assets		—			—			(0.3	)		—			—			(0.3	)		—			(0.3	)
Other integration-related costs		—			(2.4	)		—			—			—			(2.4	)		(1.1	)		(3.5	)
Stock-based compensation		—			—			—			—			—			—			(16.1	)		(16.1	)
Depreciation and amortization		(8.9	)		(17.5	)		(12.5	)		(7.0	)		—			(45.9	)		(1.1	)		(47.0	)
Operating earnings (loss)	$	73.0		$	105.7		$	73.0		$	19.4			—		$	271.1		$	(55.5	)	$	215.6

	Branded Consumables (a)			Consumer Solutions (b)			Outdoor Solutions			Process Solutions (c)			Intercompany Eliminations (d)			Total Operating Segments			Corporate/ Unallocated			Consolidated
(Reclassified)
Nine months ended September 30, 2005
Sales	$	518.3		$	879.6		$	695.6		$	175.6		$	(55.4	)	$	2,213.7		$	—		$	2,213.7
Adjusted segment earnings (loss)	$	77.1		$	99.1		$	88.3		$	23.1		$	—		$	287.6		$	(25.0	)	$	262.6
Adjustments to reconcile to reported operating earnings(loss):
Manufacturer’s profit in inventory		(0.2	)		(4.2	)		—			—			—			(4.4	)		(16.2	)		(20.6	)
Reorganization costs		(1.8	)		(10.3	)		(1.1	)		—			—			(13.2	)		(2.8	)		(16.0	)
Stock-based compensation		—			—			—			—			—			—			(29.8	)		(29.8	)
Depreciation and amortization		(7.8	)		(13.1	)		(12.8	)		(7.0	)		—			(40.7	)		(0.1	)		(40.8	)
Operating earnings (loss)	$	67.3		$	71.5		$	74.4		$	16.1			—		$	229.3		$	(73.9	)	$	155.4

(a) The First Alert business was transferred to the Branded consumables segment effective January 1, 2006 and was previously reported in the Consumer solutions segment. All prior periods have been restated to reflect the business in the Branded consumables segment.

(b) Jarden Consumer solutions segment consists of the consumer solutions business acquired as part of the acquisition of American Household, Inc. (the “AHI Acquisition”) effective January 24, 2005, the consumer solutions business acquired with the acquisition of The Holmes Group, Inc. (the “THG Acquisition”) effective July 18, 2005 and the FoodSaver® and Villaware® businesses.

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

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

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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 and nine month periods ended September 30, 2006 and 2005. For the three months ended September 30, 2006 adjustments to net income consist of $3.9 million of manufacturer’s profit in inventory charged to cost of sales related to the Pine Mountain acquisition, $7.5 million of reorganization and acquisition-related integration costs, $6.4 million of non-cash compensation costs primarily related to the expensing of restricted shares and stock options of Company common stock issued to employees, $1.1 million related to an executive separation in the Branded consumables segment and $0.6 million of certain duplicative costs associated with the ongoing integration activities. Also, included in the adjustments to net income for the three months ended September 30, 2006 is the tax provision adjustment of $12.6 million which reflects the adjustment of a tax cost associated with the legal reorganization of the Consumer solutions business and the normalization of the as adjusted results to the Company’s 36.5% effective tax rate.

For the three months ended September 30, 2005, adjustments to net income consist of $4.2 million in manufacturer’s profit in inventory charged to cost of sales related to the THG Acquisition, $7.2 million of reorganization and acquisition-related integration costs and $29.8 million of non-cash compensation costs primarily related to the expensing of restricted shares and stock options of Company common stock issued to employees.

For the nine months ended September 30, 2006, adjustments to net income consist of $3.9 million of manufacturer’s profit in inventory charged to cost of sales related to the Pine Mountain acquisition, $22.5 million related to reorganization and acquisition-related integration costs, $16.1 million of non-cash compensation costs primarily related to the expensing of restricted shares and stock options of Company common stock issued to employees, $1.1 million related to an executive separation in the Branded consumables segment, $2.4 million of certain duplicative administrative costs associated with the ongoing integration activities, and $0.3 million of inventory write-offs related to integration activities. Also, included in the adjustments to net income for the nine months ended September 30, 2006 is the tax provision adjustment of $3.3 million which reflects the adjustment of a tax cost associated with the legal reorganization of the Consumer solutions business and the normalization of the as adjusted results to the Company’s 36.5% effective tax rate.

For the nine months ended September 30, 2005, adjustments to net income consist of $20.6 million of manufacturer’s profit in inventory charged to cost of sales related to the AHI and THG Acquisitions, $16 million of reorganization and acquisition-related integration costs, $29.8 million of non-cash compensation costs primarily related to the expensing of restricted shares and stock options of Company common stock issued to employees, $6.1 million of loss on early extinguishment of debt and $48.6 million related to the beneficial conversion of Series B and C preferred stock.

Adjustments to the weighted average shares outstanding for 2005 consist of Series B and Series C preferred stock common stock equivalents on 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 as 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 months ended				Nine months ended
	September 30, 2006		September 30, 2005		September 30, 2006		September 30, 2005
Reconciliation of Non-GAAP measure: (in millions)
Net income	$	51.3	$	25.4	$	70.3	$	58.2
Income tax provision		20.8		13.4		61.8		33.5
Interest expense, net		29.6		23.5		83.5		57.6
Loss on early extinguishment of debt		—		—		—		6.1
Depreciation and amortization		16.1		15.4		47.0		40.8
Earnings before interest, taxes, depreciation and amortization (EBITDA)		117.8		77.7		262.6		196.2
Other adjustments:
Purchase accounting adjustment for manufacturer’s profit in inventory		3.9		4.2		3.9		20.6
Reorganization and acquisition- related integration costs		7.5		7.2		22.5		16.0
Non-cash compensation costs		6.4		29.8		16.1		29.8
Executive separation		1.1		—		1.1		—
Inventory write-offs		—		—		0.3		—
Duplicative administrative costs		0.6		—		2.4		—
As Adjusted EBITDA	$	137.3	$	118.9	$	308.9	$	262.6