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 22, 2009

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 22, 2009, we issued a press release announcing our financial results for the three and six months ended June 30, 2009. A copy of our press release announcing our earnings results for the three and six months ended June 30, 2009 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, non-cash impairment charges of goodwill and other intangibles, 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 July 22, 2009 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, non-cash impairment charges of goodwill and other intangibles assets, 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, non-cash impairment charges of goodwill and other intangibles, 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 July 22, 2009, with respect to our financial results for the three and six months ended June 30, 2009 (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 22, 2009

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 July 22, 2009, with respect to our financial results for the three and six months ended June 30, 2009 (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 SECOND QUARTER 2009 RESULTS

Record Second Quarter Operating Cash Flow of $230 million

RYE, N.Y., July 22, 2009 — Jarden Corporation (NYSE: JAH) today reported its financial results for the three and six months ended June 30, 2009.

For the three months ended June 30, 2009, net sales decreased 6.6% to $1.3 billion compared to $1.4 billion for the same period in the previous year. Approximately $48 million of the $90 million decrease in net sales was due to foreign exchange fluctuations between the periods. For the three months ended June 30, 2009, the Company recorded net income of $44.9 million, or $0.53 per diluted share, compared to net income of $43.0 million, or $0.56 per diluted share, in the three months ended June 30, 2008. On a non-GAAP basis, adjusted net income was $51.4 million, or $0.60 per diluted share, for the three months ended June 30, 2009, compared to $54.8 million, or $0.72 per diluted share, for the three months ended June 30, 2008.

For the six months ended June 30, 2009, net sales decreased 6.5% to $2.4 billion compared to $2.6 billion for the same period in the previous year. Approximately $102 million of the $169 million decrease in net sales was due to foreign exchange fluctuations between the periods. For the six months ended June 30, 2009, the Company recorded net income of $53.8 million, or $0.67 per diluted share, compared to net income of $47.7 million, or $0.62 per diluted share, in the six months ended June 30, 2008. On a non-GAAP basis, adjusted net income was $69.8 million, or $0.87 per diluted share, for the six months ended June 30, 2009, compared to $71.3 million, or $0.93 per diluted share, for the six months ended June 30, 2008.

Please see the schedule accompanying this release for a reconciliation of non-GAAP segment earnings, adjusted net income and adjusted diluted earnings per share to the comparable GAAP measures.

- 1 -

Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation commented, “Our exceptional cash flow during the quarter was reflective of a number of management initiatives during this tough macro economic time. Our focus on working capital management led to improvements in inventory, receivables and payables during the quarter. Despite the expected decline in revenue and earnings resulting from the recessionary environment, our proactive, disciplined approach to controlling costs during a period of lower sales resulted in improved gross and As Adjusted EBITDA margins during the quarter, with a positive impact on cash flow. This strong performance would not have been possible without the continued dedication and hard work of our most important asset, our employees.”

Mr. Franklin continued, “Jarden’s success is built around owning leading brands spread across diverse, niche markets with three similar characteristics: market leadership positions; strong cash flow; and good management. We have been able to demonstrate the benefit of this strategy, coupled with Jarden’s DNA operating culture, in this recessionary environment. Our belief is that our businesses will continue to outperform their categories in good as well as difficult market conditions.”

The Company will be holding a conference call at 4:45 p.m. EDT, July 22, 2009, 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 August 21, 2009.

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®, Volkl®, and Zoot®; 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 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 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.

- 2 -

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except earnings per share)

	Three months ended
	June 30, 2009							June 30, 2008
	As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)
Net sales	$	1,269.7	$	—		$	1,269.7	$	1,360.0	$	—		$	1,360.0
Cost of sales		913.3		—			913.3		979.2		—			979.2
Gross profit		356.4		—			356.4		380.8		—			380.8
Selling, general and administrative expenses		240.7		(3.8	)		236.9		256.5		(4.0	)		252.5
Reorganization and acquisition-related integration costs, net		6.0		(5.6	)		0.4		11.1		(11.1	)		—
Operating earnings		109.7		9.4			119.1		113.2		15.1			128.3
Interest expense, net		38.8		—			38.8		42.6		—			42.6
Income before taxes		70.9		9.4			80.3		70.6		15.1			85.7
Income tax provision		26.0		2.9			28.9		27.6		3.3			30.9
Net income	$	44.9	$	6.5		$	51.4	$	43.0	$	11.8		$	54.8
Earnings per share:
Basic	$	0.53				$	0.61	$	0.57				$	0.73
Diluted	$	0.53				$	0.60	$	0.56				$	0.72
Weighted average shares outstanding:
Basic		84.4					84.4		75.3					75.3
Diluted		85.2					85.2		76.4					76.4

See Notes to Earnings Release attached

- 3 -

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except earnings per share)

	Six months ended
	June 30, 2009							June 30, 2008
	As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)
Net sales	$	2,408.6	$	—		$	2,408.6	$	2,577.4	$	—		$	2,577.4
Cost of sales		1,759.9		—			1,759.9		1,868.8		—			1,868.8
Gross profit		648.7		—			648.7		708.6		—			708.6
Selling, general and administrative expenses		469.1		(7.7	)		461.4		516.3		(8.0	)		508.3
Reorganization and acquisition-related integration costs, net		18.2		(15.0	)		3.2		21.8		(21.8	)		—
Operating earnings		161.4		22.7			184.1		170.5		29.8			200.3
Interest expense, net		75.0		—			75.0		88.8		—			88.8
Income before taxes		86.4		22.7			109.1		81.7		29.8			111.5
Income tax provision		32.6		6.7			39.3		34.0		6.2			40.2
Net income	$	53.8	$	16.0		$	69.8	$	47.7	$	23.6		$	71.3
Earnings per share:
Basic	$	0.67				$	0.87	$	0.63				$	0.95
Diluted	$	0.67				$	0.87	$	0.62				$	0.93
Weighted average shares outstanding:
Basic		79.9					79.9		75.2					75.2
Diluted		80.6					80.6		76.3					76.3

See Notes to Earnings Release attached

- 4 -

JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	June 30, 2009		December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	626.2	$	392.8
Accounts receivable, net		810.1		894.1
Inventories		1,118.5		1,180.4
Deferred taxes on income		155.1		147.3
Prepaid expenses and other current assets		137.3		114.5
Total current assets		2,847.2		2,729.1
Property, plant and equipment, net		500.8		506.9
Goodwill		1,500.9		1,476.1
Intangible assets, net		943.1		936.6
Other assets		82.0		78.3
Total assets	$	5,874.0	$	5,727.0
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	287.7	$	431.4
Accounts payable		415.7		422.1
Accrued salaries, wages and employee benefits		148.1		142.0
Taxes on income		22.6		22.7
Other current liabilities		326.4		336.2
Total current liabilities		1,200.5		1,354.4
Long-term debt		2,445.4		2,436.9
Deferred taxes on income		232.4		232.8
Other non-current liabilities		331.9		318.7
Total liabilities		4,210.2		4,342.8
Total stockholders’ equity		1,663.8		1,384.2
Total liabilities and stockholders’ equity	$	5,874.0	$	5,727.0

See Notes to Earnings Release attached

- 5 -

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three months ended						Six months ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Cash flows from operating activities:
Net income	$	44.9		$	43.0		$	53.8		$	47.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31.3			29.8			61.7			58.9
Other non-cash items		17.4			24.3			19.3			25.7
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		83.0			31.2			87.1			98.2
Inventory		23.3			(37.7	)		74.6			(123.0	)
Accounts payable		37.3			14.8			(12.7	)		21.5
Other current assets and liabilities		(7.6	)		(7.1	)		(52.8	)		(62.2	)
Net cash provided by operating activities		229.6			98.3			231.0			66.8
Cash flows from financing activities:
Net change in short-term debt		(37.4	)		(38.3	)		(133.1	)		48.7
Proceeds from issuance of senior debt		292.2			25.0			292.2			25.0
Payments on long-term debt		(290.0	)		(4.4	)		(294.3	)		(16.2	)
Proceeds from issuance of stock, net of transaction fees		202.7			0.1			202.7			1.9
Repurchase of common stock and shares tendered		—			(0.4	)		(0.5	)		(10.9	)
Debt issuance costs		(9.8	)		(2.1	)		(9.8	)		(2.2	)
Other, net		—			—			—			(2.5	)
Net cash provided by (used in) financing activities		157.7			(20.1	)		57.2			43.8
Cash flows from investing activities:
Additions to property, plant and equipment		(23.3	)		(23.2	)		(44.4	)		(45.3	)
Acquisition of businesses, net of cash acquired		(8.3	)		(26.6	)		(12.0	)		(29.1	)
Other		(4.3	)		(0.6	)		(4.3	)		(7.4	)
Net cash used in investing activities		(35.9	)		(50.4	)		(60.7	)		(81.8	)
Effect of exchange rate changes on cash and cash equivalents		7.8			(0.2	)		5.9			5.7
Net increase in cash and cash equivalents		359.2			27.6			233.4			34.5
Cash and cash equivalents at beginning of period		267.0			227.4			392.8			220.5
Cash and cash equivalents at end of period	$	626.2		$	255.0		$	626.2		$	255.0

See Notes to Earnings Release attached

- 6 -

JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions			Consumer Solutions (b)			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended June 30, 2009
Net sales	$	637.8		$	372.2		$	203.1		$	69.6		$	(13.0	)	$	1,269.7		$	—		$	1,269.7
Segment earnings (loss)	$	90.5		$	48.5		$	29.2		$	8.8		$	—		$	177.0		$	(30.4	)	$	146.6
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(5.6	)		—			—			—			—			(5.6	)		—			(5.6	)
Depreciation and amortization		(16.6	)		(6.5	)		(5.1	)		(2.9	)		—			(31.1	)		(0.2	)		(31.3	)
Operating earnings (loss)	$	68.3		$	42.0		$	24.1		$	5.9		$	—		$	140.3		$	(30.6	)	$	109.7
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended June 30, 2008
Net sales	$	708.6		$	380.3		$	196.7		$	91.9		$	(17.5	)	$	1,360.0		$	—		$	1,360.0
Segment earnings (loss)	$	97.5		$	41.1		$	26.4		$	11.4		$	—		$	176.4		$	(22.3	)	$	154.1
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(7.0	)		—			(2.3	)		(0.6	)		—			(9.9	)		(1.2	)		(11.1	)
Depreciation and amortization		(15.7	)		(6.4	)		(4.2	)		(3.1	)		—			(29.4	)		(0.4	)		(29.8	)
Operating earnings (loss)	$	74.8		$	34.7		$	19.9		$	7.7		$	—		$	137.1		$	(23.9	)	$	113.2

- 7 -

JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions			Consumer Solutions (b)			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Six months ended June 30, 2009
Net sales	$	1,229.1		$	708.1		$	362.3		$	136.1		$	(27.0	)	$	2,408.6		$	—		$	2,408.6
Segment earnings (loss)	$	142.4		$	87.3		$	44.1		$	15.6		$	—		$	289.4		$	(51.3	)	$	238.1
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related integration costs, net		(15.0	)		—			—			—			—			(15.0	)		—			(15.0	)
Depreciation and amortization		(32.5	)		(13.3	)		(9.8	)		(5.7	)		—			(61.3	)		(0.4	)		(61.7	)
Operating earnings (loss)	$	94.9		$	74.0		$	34.3		$	9.9		$	—		$	213.1		$	(51.7	)	$	161.4
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Six months ended June 30, 2008
Net sales	$	1,366.9		$	699.6		$	365.8		$	180.8		$	(35.7	)	$	2,577.4		$	—		$	2,577.4
Segment earnings (loss)	$	156.7		$	78.2		$	40.2		$	20.5		$	—		$	295.6		$	(44.4	)	$	251.2
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related integration costs, net		(14.0	)		—			(3.5	)		(2.1	)		—			(19.6	)		(2.2	)		(21.8	)
Depreciation and amortization		(30.9	)		(12.9	)		(8.4	)		(6.1	)		—			(58.3	)		(0.6	)		(58.9	)
Operating earnings (loss)	$	111.8		$	65.3		$	28.3		$	12.3		$	—		$	217.7		$	(47.2	)	$	170.5

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

(b) For the three and six months ended June 30, 2009, segment earnings for the Consumer Solutions segment includes $0.4 and $3.2 million of restructuring costs, respectively.

- 8 -

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 six months ended June 30, 2009 and 2008. For the three months ended June 30, 2009, adjustments to net income consist of $5.6 million of reorganization and acquisition-related integration costs in the Outdoor Solutions segment and $3.8 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the three months ended June 30, 2009 is the tax provision adjustment of $2.9 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the three months ended June 30, 2008, adjustments to net income consist of $11.1 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 June 30, 2008 is the tax provision adjustment of $3.3 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the six months ended June 30, 2009, adjustments to net income consist of $15.0 million of reorganization and acquisition-related integration costs in the Outdoor Solutions segment and $7.7 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the six months ended June 30, 2009 is the tax provision adjustment of $6.7 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the six months ended June 30, 2008, adjustments to net income consist of $21.8 million of reorganization and acquisition-related integration costs and $8.0 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the six months ended June 30, 2008 is the tax provision adjustment of $6.2 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, non-cash impairment charge of goodwill and other intangibles, 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.

# # #

- 9 -

EX-99.2

Exhibit 99.2

JARDEN CORPORATION Reconciliation of GAAP to NON GAAP   For the three and six months ended June 30, 2009 and 2008

	Three months ended				Six months ended
(in millions)	June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2008
Reconciliation of Non-GAAP measure:
Net income		44.9		43.0		53.8		47.7
Income tax provision		26.0		27.6		32.6		34.0
Interest expense, net		38.8		42.6		75.0		88.8
Depreciation and amortization		31.3		29.8		61.7		58.9
Earnings before interest, taxes, depreciation and amortization (EBITDA)		141.0		143.0		223.1		229.4
Other adjustments:
Reorganization and acquisition-related integration costs, net		5.6		11.1		15.0		21.8
As Adjusted EBITDA	$	146.6	$	154.1	$	238.1	$	251.2