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 30, 2008

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 October 30, 2008, we issued a press release announcing our financial results for the three and nine months ended September 30, 2008. A copy of our press release announcing our earnings results for the three and nine months ended September 30, 2008 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 of America (“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, Jarden Corporation (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. 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, certain reorganization and acquisition-related integration costs, non-cash stock-based compensation costs and loss on early extinguishment of debt. These non-GAAP measures should be considered in addition to, not a substitute for, measures of financial performance prepared in accordance with GAAP.

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 30, 2008 earnings conference call to the most directly comparable financial measure in accordance with GAAP. EBITDA is expected to be 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 (“Segment Earnings”), excluding reorganization and acquisition-related integration costs, the elimination of manufacturer’s profit in inventory,

inventory write-offs, duplicative administrative costs, and loss on early extinguishment of debt, as applicable, is expected to be 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 uses non-GAAP financial measures because 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, certain 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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 furnished herewith as part of this report:

Exhibit	Description
99.1	Press Release of Jarden Corporation, dated October 30, 2008, with respect to our financial results for the three and nine months ended September 30, 2008 (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 30, 2008
	JARDEN CORPORATION
	By:	/s/ Richard T. Sansone
	Name:	Richard T. Sansone
	Title:	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated October 30, 2008, with respect to our financial results for the three and nine months ended September 30, 2008 (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 Kahaly
		FD
		212-850-5600

FOR IMMEDIATE RELEASE

JARDEN REPORTS RECORD THIRD QUARTER 2008 RESULTS

RYE, N.Y., October 30, 2008 — Jarden Corporation (NYSE: JAH) today reported its financial results for the three and nine months ended September 30, 2008.

For the three months ended September 30, 2008, net sales increased 10% to $1.5 billion compared to $1.3 billion for the same period in the previous year. For the three months ended September 30, 2008, net income was $63.8 million, or $0.83 per diluted share, compared to net income of $21.2 million, or $0.28 per diluted share, in the three months ended September 30, 2007. On a non-GAAP basis, adjusted net income was $74.9 million, or $0.98 per diluted share, for the three months ended September 30, 2008, compared to $60.1 million, or $0.80 per diluted share, for the three months ended September 30, 2007.

For the nine months ended September 30, 2008, net sales increased 26% to $4.0 billion compared to $3.2 billion for the same period in the previous year. For the nine months ended September 30, 2008, net income was $111.5 million, or $1.46 per diluted share, compared to net income of $39.3 million, or $0.54 per diluted share, in the nine months ended September 30, 2007. On a non-GAAP basis, adjusted net income was $146.2 million, or $1.91 per diluted share, for the nine months ended September 30, 2008, compared to $121.7 million, or $1.68 per diluted share, for the nine months ended September 30, 2007.

The Pure Fishing, Inc. and K2 Inc. businesses have been included in the results of operations from their dates of acquisition in April 2007 and August 2007, respectively. Please see the schedule accompanying this release for a reconciliation of GAAP to non-GAAP net income and diluted earnings per share.

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“Our diversified business model delivered another record quarter, with organic sales growth and increased segment earnings in each of our three primary business segments, resulting in adjusted EPS up more than 22% from the prior year quarter.” said Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation. “We attribute this success to the strength of Jarden’s leading brand portfolio and the relevance of our products to the consumer in these tough economic times, coupled with our disciplined, conservative management approach. We have often said that the more time consumers spend in and around the home the better it is for many of our businesses and we experienced this particularly in our Ball® fresh preserving business, First Alert® safety systems, Coleman® outdoor equipment and in the FoodSaver® appliance category in the third quarter.”

Mr. Franklin continued, “Our last acquisition was over a year ago and the earnings power of the business post any acquisition related adjustments can be clearly seen in the fact that the GAAP EPS in the third quarter of 2008 was greater than the as adjusted EPS in 2007. We have maintained our conservative balance sheet and reduced year-over-year inventories in the quarter, despite meaningful cost increases during the last 12 months. In these uncertain times we are particularly pleased that we have maintained our strong liquidity position as we head into our highest cash flow quarter of the year.”

The Company will be holding a conference call at 9:45 a.m. EDT today, October 30, 2008, 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 13, 2008.

Jarden Corporation is a leading provider of niche consumer products. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Berkley®, Campingaz® and Coleman®, Fenwick®, Gulp!®, JT®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene® and Volkl®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew Cornell® and Pine Mountain®. Headquartered in Rye, N.Y., Jarden has over 25,000 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 adjusted earnings per share, 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, estimated sales, segment earnings, earnings per share, cash flows from operations, future revenues and margin requirement and expansion, organic growth, 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 months ended
	September 30, 2008							September 30, 2007
	As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)(2)(3)			Adjusted (non-GAAP) (1)(2)(3)
Net sales	$	1,455.6	$	—		$	1,455.6	$	1,322.2	$	—		$	1,322.2
Cost of sales		1,039.8		—			1,039.8		994.4		(45.3	)		949.1
Gross profit		415.8		—			415.8		327.8		45.3			373.1
Selling, general and administrative expenses		258.9		(4.0	)		254.9		239.2		(3.0	)		236.2
Reorganization and acquisition-related integration costs, net		12.8		(12.8	)		—		11.0		(11.0	)		—
Operating earnings		144.1		16.8			160.9		77.6		59.3			136.9
Interest expense, net		44.0		—			44.0		43.0		—			43.0
Loss on early extinguishment of debt		—		—			—		—		—			—
Income before taxes		100.1		16.8			116.9		34.6		59.3			93.9
Income tax provision		36.3		5.7			42.0		13.4		20.4			33.8
Net income	$	63.8	$	11.1		$	74.9	$	21.2	$	38.9		$	60.1
Earnings per share:
Basic	$	0.85				$	0.99	$	0.29				$	0.82
Diluted	$	0.83				$	0.98	$	0.28				$	0.80
Weighted average shares outstanding :
Basic		75.4					75.4		73.3					73.3
Diluted		76.5					76.5		74.9					74.9

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 months ended
	September 30, 2008							September 30, 2007
	As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)(2)(3)			Adjusted (non-GAAP) (1)(2)(3)
Net sales	$	4,033.0	$	—		$	4,033.0	$	3,193.2	$	—		$	3,193.2
Cost of sales		2,908.6		—			2,908.6		2,401.0		(72.4	)		2,328.6
Gross profit		1,124.4		—			1,124.4		792.2		72.4			864.6
Selling, general and administrative expenses		775.2		(12.0	)		763.2		581.0		(7.3	)		573.7
Reorganization and acquisition-related integration costs, net		34.6		(34.6	)		—		29.5		(29.5	)		—
Operating earnings		314.6		46.6			361.2		181.7		109.2			290.9
Interest expense, net		132.8		—			132.8		100.7		—			100.7
Loss on early extinguishment of debt		—		—			—		15.7		(15.7	)		—
Income before taxes		181.8		46.6			228.4		65.3		124.9			190.2
Income tax provision		70.3		11.9			82.2		26.0		42.5			68.5
Net income	$	111.5	$	34.7		$	146.2	$	39.3	$	82.4		$	121.7
Earnings per share:
Basic	$	1.48				$	1.94	$	0.56				$	1.72
Diluted	$	1.46				$	1.91	$	0.54				$	1.68
Weighted average shares outstanding :
Basic		75.3					75.3		70.6					70.6
Diluted		76.4					76.4		72.5					72.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	September 30, 2008		December 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	214.7	$	220.5
Accounts receivable, net		992.2		978.5
Inventories		1,281.5		1,126.2
Deferred taxes on income		132.1		140.5
Prepaid expenses and other current assets		113.1		84.5
Total current assets		2,733.6		2,550.2
Property, plant and equipment, net		516.4		510.9
Goodwill		1,675.6		1,610.8
Intangible assets, net		1,051.9		1,126.6
Other assets		78.5		69.6
Total assets	$	6,056.0	$	5,868.1
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	356.3	$	297.8
Accounts payable		479.2		439.3
Accrued salaries, wages and employee benefits		138.3		134.6
Taxes on income		21.1		20.9
Other current liabilities		386.0		387.8
Total current liabilities		1,380.9		1,280.4
Long-term debt		2,458.3		2,449.5
Deferred taxes on income		331.6		335.2
Other non-current liabilities		231.5		264.4
Total liabilities		4,402.3		4,329.5
Total stockholders’ equity		1,653.7		1,538.6
Total liabilities and stockholders’ equity	$	6,056.0	$	5,868.1

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, 2008			September 30, 2007			September 30, 2008			September 30, 2007
Cash flows from operating activities:
Net income	$	63.8		$	21.2		$	111.5		$	39.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30.8			26.0			89.7			64.9
Other non-cash items		35.4			(6.0	)		61.1			4.7
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(128.8	)		(122.1	)		(30.6	)		(79.5	)
Inventory		(46.3	)		14.5			(169.3	)		(52.4	)
Accounts payable		16.6			30.5			38.1			50.2
Other current assets and liabilities		16.4			41.3			(45.8	)		(3.9	)
Net cash (used in) provided by operating activities		(12.1	)		5.4			54.7			23.3
Cash flows from financing activities:
Net change in short-term debt		18.1			244.3			66.8			303.0
Proceeds from issuance of senior debt		—			700.0			25.0			1,350.0
Payments on long-term debt		(4.5	)		(335.5	)		(20.7	)		(729.2	)
Proceeds from issuance of stock, net of transaction fees		—			0.3			1.9			10.5
Repurchase of common stock and shares tendered for taxes		—			—			(10.9	)		(24.9	)
Debt issuance costs		(0.4	)		(4.5	)		(2.6	)		(36.4	)
Other, net		—			1.9			(2.5	)		0.8
Net cash provided by financing activities		13.2			606.5			57.0			873.8
Cash flows from investing activities:
Additions to property, plant and equipment		(24.7	)		(18.1	)		(70.0	)		(55.4	)
Acquisition of businesses, net of cash acquired		(11.7	)		(574.1	)		(40.8	)		(906.0	)
Other		—			51.7			(7.4	)		20.5
Net cash used in investing activities		(36.4	)		(540.5	)		(118.2	)		(940.9	)
Effect of exchange rate changes on cash and cash equivalents		(5.0	)		3.4			0.7			3.7
Net increase (decrease) in cash and cash equivalents		(40.3	)		74.8			(5.8	)		(40.1	)
Cash and cash equivalents at beginning of period		255.0			87.7			220.5			202.6
Cash and cash equivalents at end of period	$	214.7		$	162.5		$	214.7		$	162.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions (a)			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (b)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended September 30, 2008
Net sales	$	620.1		$	542.7		$	223.5		$	83.7		$	(14.4	)	$	1,455.6		$	—		$	1,455.6
Segment earnings (loss)	$	83.6		$	82.8		$	36.5		$	8.9		$	—		$	211.8		$	(24.1	)	$	187.7
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(6.8	)		—			(2.5	)		(0.7	)		—			(10.0	)		(2.8	)		(12.8	)
Depreciation and amortization		(15.9	)		(6.8	)		(4.7	)		(3.2	)		—			(30.6	)		(0.2	)		(30.8	)
Operating earnings (loss)	$	60.9		$	76.0		$	29.3		$	5.0		$	—		$	171.2		$	(27.1	)	$	144.1
	Outdoor Solutions (a)			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (b)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended September 30, 2007
Net sales	$	498.4		$	540.1		$	213.5		$	86.7		$	(16.5	)	$	1,322.2		$	—		$	1,322.2
Segment earnings (loss)	$	72.6		$	79.3		$	34.0		$	8.0		$	—		$	193.9		$	(34.0	)	$	159.9
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(0.7	)		(7.3	)		(1.7	)		—			—			(9.7	)		(1.3	)		(11.0	)
Manufacturer’s profit in inventory		(43.8	)		—			—			(1.5	)		—			(45.3	)		—			(45.3	)
Depreciation and amortization		(11.9	)		(6.6	)		(4.3	)		(2.8	)		—			(25.6	)		(0.4	)		(26.0	)
Operating earnings (loss)	$	16.2		$	65.4		$	28.0		$	3.7		$	—		$	113.3		$	(35.7	)	$	77.6

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions (a)			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (b)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Nine months ended September 30, 2008
Net sales	$	1,987.0		$	1,242.3		$	589.3		$	264.5		$	(50.1	)	$	4,033.0		$	—		$	4,033.0
Segment earnings (loss)	$	240.3		$	161.0		$	76.7		$	29.4		$	—		$	507.4		$	(68.5	)	$	438.9
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(20.8	)		—			(6.0	)		(2.8	)		—			(29.6	)		(5.0	)		(34.6	)
Depreciation and amortization		(46.8	)		(19.7	)		(13.1	)		(9.3	)		—			(88.9	)		(0.8	)		(89.7	)
Operating earnings (loss)	$	172.7		$	141.3		$	57.6		$	17.3		$	—		$	388.9		$	(74.3	)	$	314.6
	Outdoor Solutions (a)			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (b)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Nine months ended September 30, 2007
Net sales	$	1,128.4		$	1,264.5		$	588.8		$	260.7		$	(49.2	)	$	3,193.2		$	—		$	3,193.2
Segment earnings (loss)	$	163.5		$	155.6		$	80.3		$	24.5		$	—		$	423.9		$	(75.4	)	$	348.5
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(3.7	)		(18.5	)		(5.7	)		—			—			(27.9	)		(1.6	)		(29.5	)
Manufacturer’s profit in inventory		(70.9	)		—			—			(1.5	)		—			(72.4	)		—			(72.4	)
Depreciation and amortization		(23.6	)		(20.3	)		(12.6	)		(7.2	)		—			(63.7	)		(1.2	)		(64.9	)
Operating earnings (loss)	$	65.3		$	116.8		$	62.0		$	15.8		$	—		$	259.9		$	(78.2	)	$	181.7

(a) Effective April and August 2007, the Company acquired Pure Fishing, Inc. and K2 Inc., respectively, which, other than K2 Inc.’s monofilament business, are reflected in the Outdoor Solutions segment from their respective dates of acquisition. On a pro forma basis, including these acquisitions, net sales in the Outdoor Solutions segment for the three and nine months ended September 30, 2007 would have been $613.1 million and $1,956.2 million, respectively.

(b) 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 “Adjusted” results for the three and nine months ended September 30, 2008 and 2007. For the three months ended September 30, 2008 adjustments to net income consist of $12.8 million of reorganization and acquisition-related integration costs and $4.0 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the three months ended September 30, 2008 is the tax provision adjustment of $5.7 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the three months ended September 30, 2007 adjustments to net income consist of $45.3 million of manufacturer’s profit in inventory charged to cost of sales which is the purchase accounting fair value adjustment to inventory associated with the K2 Inc. acquisition; $11.0 million of reorganization and acquisition-related integration costs; and $3.0 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the three months ended September 30, 2007 is the tax provision adjustment of $20.4 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the nine months ended September 30, 2008 adjustments to net income consist of $34.6 million of reorganization and acquisition-related integration costs and $12.0 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the nine months ended September 30, 2008 is the tax provision adjustment of $11.9 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the nine months ended September 30, 2007 adjustments to net income consist of $72.4 million of manufacturer’s profit in inventory charged to cost of sales which is the purchase accounting fair value adjustment to inventory associated with the Pure Fishing, Inc. ($27.1 million) and K2 Inc. ($45.3 million) acquisitions; $29.5 million of reorganization and acquisition-related integration costs; $7.3 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 nine months ended September 30, 2007 is the tax provision adjustment of $42.5 million which reflects the normalization of the adjusted results to the Company’s estimated 36% 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. Additionally, the Company uses non-GAAP financial measures because 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, certain reorganization and acquisition-related integration costs, non-cash stock-based compensation costs and loss on early extinguishment of debt. These non-GAAP measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP.

Note 3: In prior years, the Company had adjusted for non-cash stock compensation costs to derive its adjusted net income. In 2008, the Company no longer adjusts for these costs and therefore, prior year amounts have been restated to conform with the current year presentation. The Company recorded non-cash stock compensation costs of $5.8 million and $16.1 million for the three months ended September 30, 2008 and 2007, respectively, and $16.5 million and $33.2 million for the nine months ended September 30, 2008 and 2007, respectively.

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EX-99.2

Exhibit 99.2

         JARDEN CORPORATION Reconciliation of GAAP to NON GAAP For the three and nine months ended September 30, 2008 and 2007`

	three months ended				nine months ended
(in millions)	September 30, 2008		September 30, 2007		September 30, 2008		September 30, 2007
Reconciliation of Non-GAAP measure:
Net income		63.8		21.2		111.5		39.3
Income tax provision		36.3		13.4		70.3		26.0
Interest expense, net		44.0		43.0		132.8		100.7
Loss on early extinguishment of debt		—		—		—		15.7
Depreciation and amortization		30.8		26.0		89.7		64.9
Earnings before interest, taxes, depreciation and amortization (EBITDA)		174.9		103.6		404.3		246.6
Other adjustments:
Reorganization and acquisition- related integration costs		12.8		11.0		34.6		29.5
purchase accounting adjustment for the elimination of manufacturer’s profit in inventory		—		45.3		—		72.4
As Adjusted EBITDA	$	187.7	$	159.9	$	438.9	$	348.5