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) July 30, 2007

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13665	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 July 30, 2007, we issued a press release announcing our financial results for the three and six months ended June 30, 2007. A copy of our press release announcing our earnings results for the three and six months ended June 30, 2007 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 stock-based 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 July 30, 2007 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 reorganization and acquisition-related integration costs, inventory write-offs, non-cash

stock-based compensation costs, duplicative administrative 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 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 stock-based 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 July 30, 2007, with respect to our financial results for the three and six months ended June 30, 2007 (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: July 30, 2007

JARDEN CORPORATION
By:	/s/ Richard T. Sansone
Name:	Richard T. Sansone
Title:	Senior Vice President, Chief Accounting Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated July 30, 2007, with respect to our financial results for the three and six months ended June 30, 2007 (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:
		Erica Pettit
		Press: Evan Goetz/Melissa Merrill
		FD
		212-850-5600

FOR IMMEDIATE RELEASE

JARDEN REPORTS RECORD SECOND QUARTER 2007 RESULTS

RYE, N.Y., July 30, 2007 — Jarden Corporation (NYSE: JAH) today reported its financial results for the three and six months ended June 30, 2007.

For the three months ended June 30, 2007, net sales increased 9% to $1.05 billion compared to $962 million for the same period in the prior year. Net income was $16.7 million, or $0.23 per diluted share, for the three months ended June 30, 2007, compared to $13.3 million, or $0.20 per diluted share, for the three months ended June 30, 2006. On a non-GAAP basis, as adjusted net income was $50.6 million, or $0.70 per diluted share for the three months ended June 30, 2007, an increase of 17% per diluted share, compared to $39.5 million, or $0.60 per diluted share, for the three months ended June 30, 2006.

For the six months ended June 30, 2007, net sales increased 7% to $1.9 billion compared to $1.8 billion for the same period in the prior year. Net income was $18.1 million, or $0.25 per diluted share, for the six months ended June 30, 2007, compared to $19.0 million, or $0.29 per diluted share, for the six months ended June 30, 2006. On a non-GAAP basis, as adjusted net income was $72.0 million, or $1.01 per diluted share for the six months ended June 30, 2007, an increase of 20% per diluted share, compared to $55.6 million, or $0.84 per diluted share, for the six months ended June 30, 2006. Please see the schedule accompanying this release for the reconciliation of GAAP to non-GAAP net income and diluted earnings per share.

Martin E. Franklin, Chairman and Chief Executive Officer commented; “The second quarter further supported our strategy of focusing on market leading brands and new product development to deliver strong financial results. The Pure Fishing acquisition, new products and cost controls all contributed to considerable gross margin enhancement. As anticipated, this meaningful improvement allowed us to increase our investment in selling and marketing expenses while still expanding segment earnings margin to 12.4% in the second quarter of this year compared to 10.9% for the second quarter of 2006. Equally satisfying was the significant growth in cash flow from operations with a ten-fold year-over-year increase to over $73 million for the second quarter 2007.”

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Mr. Franklin continued, “The performance of the core Jarden businesses has remained strong during the first half of the year, with growth being led by our international and specialty units. With the closing of the K2 transaction anticipated in August, we believe that having a solid platform on which to integrate K2 should accelerate the timing of potential revenue and operating synergies between the businesses. We are excited about this next growth stage for Jarden, and particularly Jarden Outdoor Solutions, and look forward to continuing the positive momentum from the first half of 2007 into the remainder of the year.”

The Company will be holding a conference call at 9:45 a.m. (EDT) today, July 30, 2007, to further discuss its second quarter 2007 results. The call will be accessible via a webcast through the Company’s website at www.jarden.com and will be archived online until August 13, 2007.

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®, Dicon®, First Alert®, Forster®, Hoyle®, Java Log®, 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: Abu Garcia®, Berkley®, Campingaz®, Coleman®, Fenwick®, Gulp®, Mitchell®, Stren®, and Trilene®. 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 outlook for Jarden’s markets and the demand for its products, estimated sales, segment earnings, 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, restructuring 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 period ended
	June 30, 2007							June 30, 2006
	As Reported (GAAP)		Adjustments (1)			As Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)			As Adjusted (non-GAAP) (1)(2)
Net sales	$	1,050.1	$	—		$	1,050.1	$	962.0	$	—		$	962.0
Cost of sales		787.0		(27.1	)		759.9		729.9		—			729.9
Gross profit		263.1		27.1			290.2		232.1		—			232.1
Selling, general and administrative expenses		190.6		(12.9	)		177.7		147.1		(5.5	)		141.6
Reorganization and acquisition-related integration costs, net		9.4		(9.4	)		—		5.6		(5.6	)		—
Operating earnings		63.1		49.4			112.5		79.4		11.1			90.5
Interest expense, net		32.7		—			32.7		28.3		—			28.3
Loss on early extinguishment of debt		0.9		(0.9	)		—		—		—			—
Income before taxes		29.5		50.3			79.8		51.1		11.1			62.2
Income tax (benefit) provision		12.8		16.4			29.2		37.8		(15.1	)		22.7
Net income	$	16.7	$	33.9		$	50.6	$	13.3	$	26.2		$	39.5
Earnings per share:
Basic	$	0.24				$	0.73	$	0.21				$	0.61
Diluted	$	0.23				$	0.70	$	0.20				$	0.60
Weighted average shares outstanding :
Basic		69.5					69.5		64.5					64.5
Diluted		71.9					71.9		65.5					65.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except earnings per share)

	Six month period ended
	June 30, 2007							June 30, 2006
	As Reported (GAAP)		Adjustments (1)			As Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)			As Adjusted (non-GAAP) (1)(2)
Net sales	$	1,871.0	$	—		$	1,871.0	$	1,753.7	$	—		$	1,753.7
Cost of sales		1,406.6		(27.1	)		1,379.5		1,335.9		(0.3	)		1,335.6
Gross profit		464.4		27.1			491.5		417.8		0.3			418.1
Selling, general and administrative expenses		341.8		(21.4	)		320.4		288.9		(12.2	)		276.7
Reorganization and acquisition-related integration costs, net		18.5		(18.5	)		—		15.0		(15.0	)		—
Operating earnings		104.1		67.0			171.1		113.9		27.5			141.4
Interest expense, net		57.7		—			57.7		53.9		—			53.9
Loss on early extinguishment of debt		15.7		(15.7	)		—		—		—			—
Income before taxes		30.7		82.7			113.4		60.0		27.5			87.5
Income tax (benefit) provision		12.6		28.8			41.4		41.0		(9.1	)		31.9
Net income	$	18.1	$	53.9		$	72.0	$	19.0	$	36.6		$	55.6
Earnings per share:
Basic	$	0.26				$	1.04	$	0.29				$	0.85
Diluted	$	0.25				$	1.01	$	0.29				$	0.84
Weighted average shares outstanding :
Basic		69.3					69.3		65.1					65.1
Diluted		71.2					71.2		66.0					66.0

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	June 30, 2007		December 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	87.7	$	202.6
Accounts receivable, net		612.9		558.8
Inventories		800.3		659.2
Prepaid expenses and other current assets		181.2		143.1
Total current assets		1,682.1		1,563.7
Property, plant and equipment, net		380.2		345.8
Goodwill		1,409.1		1,223.7
Intangible assets, net		813.1		704.2
Other assets		64.6		45.2
Total assets	$	4,349.1	$	3,882.6
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	95.7	$	19.2
Accounts payable and accrued salaries, wages and employee benefits		435.4		399.1
Other current liabilities		273.7		305.8
Total current liabilities		804.8		724.1
Long-term debt		1,778.8		1,421.8
Deferred taxes on income		249.3		210.3
Other non-current liabilities		216.9		269.0
Total liabilities		3,049.8		2,625.2
Total stockholders’ equity		1,299.3		1,257.4
Total liabilities and stockholders’ equity	$	4,349.1	$	3,882.6

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three months ended						Six months ended
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Cash flows from operating activities:
Net income	$	16.7		$	13.3		$	18.1		$	19.0
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		20.7			15.1			38.9			30.9
Other non-cash items		2.4			34.6			10.7			41.9
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(16.5	)		(41.6	)		42.6			(14.9	)
Inventory		(5.0	)		(28.7	)		(66.9	)		(118.7	)
Accounts payable		36.2			7.5			19.7			29.5
Other current assets and liabilities		18.9			7.2			(45.2	)		(51.2	)
Net cash provided by (used in) operating activities		73.4			7.4			17.9			(63.5	)
Cash flows from financing activities:
Net change in short-term debt and foreign lines of credit		31.3			66.0			58.7			86.5
Proceeds from issuance of senior debt		—			—			650.0			—
Payments on long-term debt		(21.0	)		(30.6	)		(393.7	)		(60.0	)
Proceeds from issuance of stock, net of transaction fees		7.8			1.1			10.2			3.5
Repurchase of common stock and shares tendered for taxes		(24.9	)		—			(24.9	)		(50.0	)
Debt issuance and settlement costs		(0.5	)		(0.2	)		(31.9	)		(2.2	)
Other, net		(0.7	)		(0.2	)		(1.1	)		(0.9	)
Net cash (used in) provided by financing activities		(8.0	)		36.1			267.3			(23.1	)
Cash flows from investing activities:
Additions to property, plant and equipment		(22.3	)		(19.0	)		(37.3	)		(31.2	)
Acquisition of businesses, net of cash acquired		(315.9	)		(41.7	)		(331.9	)		(54.0	)
Other		(31.0	)		(0.3	)		(31.2	)		(0.2	)
Net cash used in investing activities		(369.2	)		(61.0	)		(400.4	)		(85.4	)
Effect of exchange rate changes on cash and cash equivalents		—			0.1			0.3			0.2
Net (decrease) in cash and cash equivalents		(303.8	)		(17.4	)		(114.9	)		(171.8	)
Cash and cash equivalents at beginning of period		391.5			82.7			202.6			237.1
Cash and cash equivalents at end of period	$	87.7		$	65.3		$	87.7		$	65.3

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Branded Consumables (a)			Consumer Solutions			Outdoor Solutions (b)			Process Solutions			Intercompany Eliminations (c)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended June 30, 2007
Net sales	$	194.1		$	366.5		$	417.1		$	88.3		$	(15.9	)	$	1,050.1		$	—		$	1,050.1
Segment earnings (loss)	$	29.8		$	36.7		$	68.9		$	9.1		$	—		$	144.5		$	(13.9	)	$	130.6
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related costs, net		(2.0	)		(4.9	)		(2.2	)		—			—			(9.1	)		(0.3	)		(9.4	)
Stock-based compensation		—			—			—			—			—			—			(10.3	)		(10.3	)
Fair value adjustment to inventory		—			—			(27.1	)		—			—			(27.1	)		—			(27.1	)
Depreciation and amortization		(4.1	)		(6.6	)		(7.4	)		(2.1	)		—			(20.2	)		(0.5	)		(20.7	)
Operating earnings (loss)	$	23.7		$	25.2		$	32.2		$	7.0		$	—		$	88.1		$	(25.0	)	$	63.1
	Branded Consumables (a)			Consumer Solutions			Outdoor Solutions (b)			Process Solutions			Intercompany Eliminations (c)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended June 30, 2006
Net sales	$	206.5		$	359.5		$	331.9		$	81.0		$	(16.9	)	$	962.0		$	—		$	962.0
Segment earnings (loss)	$	34.9		$	30.6		$	47.9		$	9.7		$	—		$	123.1		$	(17.8	)	$	105.3
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related costs, net		(1.0	)		(4.6	)		0.4			—			—			(5.2	)		(0.4	)		(5.6	)
Stock-based compensation		—			—			—			—			—			—			(4.3	)		(4.3	)
Other integration related costs		—			(0.9	)		—			—			—			(0.9	)		—			(0.9	)
Depreciation and amortization		(2.9	)		(5.4	)		(4.2	)		(2.3	)		—			(14.8	)		(0.3	)		(15.1	)
Operating earnings (loss)	$	31.0		$	19.7		$	44.1		$	7.4		$	—		$	102.2		$	(22.8	)	$	79.4

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Branded Consumables (a)			Consumer Solutions			Outdoor Solutions (b)			Process Solutions			Intercompany Eliminations (c)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Six months ended June 30, 2007
Net sales	$	375.3		$	724.4		$	630.0		$	174.0		$	(32.7	)	$	1,871.0		$	—		$	1,871.0
Segment earnings (loss)	$	46.3		$	76.3		$	90.9		$	16.5		$	—		$	230.0		$	(24.3	)	$	205.7
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related costs, net		(4.0	)		(11.2	)		(3.0	)		—			—			(18.2	)		(0.3	)		(18.5	)
Stock-based compensation		—			—			—			—			—			—			(17.1	)		(17.1	)
Fair value adjustment to inventory		—			—			(27.1	)		—			—			(27.1	)		—			(27.1	)
Depreciation and amortization		(8.3	)		(13.7	)		(11.7	)		(4.4	)		—			(38.1	)		(0.8	)		(38.9	)
Operating earnings (loss)	$	34.0		$	51.4		$	49.1		$	12.1		$	—		$	146.6		$	(42.5	)	$	104.1
	Branded Consumables (a)			Consumer Solutions			Outdoor Solutions (b)			Process Solutions			Intercompany Eliminations (c)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Six months ended June 30, 2006
Net sales	$	361.3		$	711.0		$	560.0		$	156.1		$	(34.7	)	$	1,753.7		$	—		$	1,753.7
Segment earnings (loss)	$	52.5		$	59.8		$	69.2		$	19.4		$	—		$	200.9		$	(29.3	)	$	171.6
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related costs, net		(4.3	)		(9.7	)		(0.3	)		—			—			(14.3	)		(0.7	)		(15.0	)
Inventory write-off		—			—			(0.3	)		—			—			(0.3	)		—			(0.3	)
Stock-based compensation		—			—			—			—			—			—			(9.7	)		(9.7	)
Other integration-related costs		—			(1.8	)		—			—			—			(1.8	)		—			(1.8	)
Depreciation and amortization		(5.6	)		(11.6	)		(8.4	)		(4.7	)		—			(30.3	)		(0.6	)		(30.9	)
Operating earnings (loss)	$	42.6		$	36.7		$	60.2		$	14.7		$	—		$	154.2		$	(40.3	)	$	113.9

(a) Effective September 1, 2006, the Company acquired the firelog and firestarter business of Conros Corporation, Conros International Ltd and Java Logg Global Corporation (“Pine Mountain”). This business is reflected in the Branded Consumables segment.

(b) Effective April 6, 2007, the Company acquired Pure Fishing, Inc. which is reflected in the Outdoor Solutions segment from the date of acquisition.

(c) 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 quarter ended June 30, 2007 and 2006. For the quarter ended June 30, 2007 adjustments to net income consist of $27.1 million related to the elimination of manufacturer’s profit associated with the Pure Fishing acquisition; $9.4 million of reorganization and acquisition-related integration costs, net; $10.3 million of non-cash stock-based compensation costs; $2.6 million of amortization of acquired intangible assets and $0.9 million for the loss on the early extinguishment of debt. Also, included in the adjustments to net income for the quarter ended June 30, 2007 is the tax provision adjustment of $16.4 million which reflects the normalization of a domestic tax charge related to the repatriation of foreign dividends and the adjustment of the tax cost associated with the normalization of the as adjusted results to the Company’s estimated 36.5% effective tax.

For the quarter ended June 30, 2006 adjustments to net income consist of $5.6 million of reorganization and acquisition-related integration costs, net; $4.3 million of non-cash stock-based compensation costs; $0.3 million of amortization of acquired intangible assets; and $0.9 million of certain duplicative costs. The tax provision adjustment of $15.1 million for the three months ended June 30, 2006, reflects the elimination of a one time tax charge recorded in association with the legal reorganization of the domestic Consumer Solutions businesses and the normalization of the as adjusted results to the Company’s 36.5% effective rate.

For the six months ended June 30, 2007 adjustments to net income consist of $27.1 million related to the elimination of manufacturer’s profit in inventory associated with the Pure Fishing acquisition; $18.5 million of reorganization and acquisition-related integration costs, net; $17.1 million of non-cash stock-based compensation costs; $4.3 million of amortization of acquired intangible assets and $15.7 million for the loss on the early extinguishment of debt. Also, included in the adjustments to net income for the six months ended June 30, 2007 is the tax provision adjustment of $28.8 million which reflects the adjustment of a tax cost associated with the normalization of the as adjusted results to the Company’s estimated 36.5% effective tax rate.

For the six months ended June 30, 2006 adjustments to net income consist of $15.0 million of reorganization and acquisition-related integration costs, net; $9.7 million of non-cash stock-based compensation costs; $0.7 million of amortization of acquired intangible assets; and $1.8 million of certain duplicative costs and $0.3 million of inventory write-offs associated with integration activities. Also, included in the adjustments to net income for the six months ended June 30, 2006 is the tax provision adjustment of $9.1 million which reflects the adjustment of a tax cost associated with normalization of the as adjusted results to the Company’s 36.5% effective tax rate.

Note 2: 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				Six months ended
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Reconciliation of Non-GAAP measure:
(in millions)
Net income	$	16.7	$	13.3	$	18.1	$	19.0
Income tax provision		12.8		37.8		12.6		41.0
Interest expense, net		32.7		28.3		57.7		53.9
Loss on early extinguishment of debt		0.9		—		15.7		—
Depreciation and amortization		20.7		15.1		38.9		30.9
Earnings before interest, taxes, depreciation and amortization (EBITDA)		83.8		94.5		143.0		144.8
Other adjustments:
Purchase accounting adjustment for manufacturer’s profit in inventory		27.1		—		27.1		—
Reorganization and acquisition-related integration costs, net		9.4		5.6		18.5		15.0
Non-cash stock-based compensation costs		10.3		4.3		17.1		9.7
Inventory write-offs		—		—		—		0.3
Duplicative administrative costs		—		0.9		—		1.8
As Adjusted EBITDA	$	130.6	$	105.3	$	205.7	$	171.6