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 28, 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 October 28, 2009, we issued a press release announcing our financial results for the three and nine months ended September 30, 2009. A copy of our press release announcing our earnings results for the three and nine months ended September 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 October 28, 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 October 28, 2009, with respect to our financial results for the three and nine months ended September 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: October 28, 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 October 28, 2009, with respect to our financial results for the three and nine months ended September 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 THIRD QUARTER 2009 RESULTS

Record Third Quarter Cash Flow from Operations of $117 Million, Compared to a Use of Cash of

$(12) Million in 2008

RYE, N.Y., October 28, 2009 — Jarden Corporation (NYSE: JAH) today reported its financial results for the three and nine months ended September 30, 2009.

For the three months ended September 30, 2009, net sales decreased to $1.4 billion compared to $1.5 billion for the same period in the previous year. Approximately $44 million of the $104 million decrease in net sales was due to foreign exchange fluctuations and declines in Jarden Process Solutions between the periods. The balance of the decrease was primarily due to overall retail weakness as a result of the macro economic environment. For the third quarter of 2009, the Company recorded net income of $73.7 million, or $0.83 per diluted share, compared to net income of $63.8 million, or $0.83 per diluted share, for the third quarter of 2008. On a non-GAAP basis, adjusted net income was $82.2 million, or $0.93 per diluted share, for the third quarter of 2009, compared to $74.9 million, or $0.98 per diluted share, for the third quarter of 2008.

For the nine months ended September 30, 2009, net sales decreased to $3.8 billion compared to $4.0 billion for the same period in the previous year. Approximately $189 million of the $273 million decrease in net sales was due to foreign exchange fluctuations and declines in Jarden Process Solutions between the periods. The balance of the decrease was primarily due to overall retail weakness as a result of the macro economic environment. For the nine months ended September 30, 2009, the Company recorded net income of $127.5 million, or $1.53 per diluted share, compared to net income of $111.5 million, or $1.46 per diluted share, for the same period in 2008. On a non-GAAP basis, adjusted net income was $152.0 million, or $1.82 per diluted share, for the nine months ended September 30, 2009, compared to $146.2 million, or $1.91 per diluted share, for the same period in 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.

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Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation commented, “The businesses performed extremely well in the third quarter, as Jarden produced record third quarter cash flow from operations, bringing our nine month operating cash flow close to $350 million compared to $55 million in 2008. In addition, our focus on being proactive in managing costs and making continuous operational improvements led to meaningful gross margin and EBITDA margin expansion. Revenues remained in line with our expectations, the decline principally reflecting the tough macro economic conditions and foreign currency movements. Due to solid execution across our operating segments, we anticipate completing the full year 2009 ahead of the goals we set at the beginning of the year to generate revenue of approximately $5 billion and free cash flow in excess of $250 million.”

Mr. Franklin continued, “Based on the investments we have continued to make in new product development and brand support during the last two years and the positive momentum from 2009, we anticipate that all three primary business segments should produce organic sales growth during 2010. Despite the recessionary environment, we have created a business model that has its foundation in our focus on new products and being leaders in all the core categories that we serve. Our leadership role is driven by our commitment to innovate and encourage creativity, while at the same time offering retailers and consumers the best possible value for the products we sell. Having not completed a meaningful acquisition for over two years, we have had the opportunity to demonstrate the strength of our existing businesses and how being part of the Jarden group can enhance the growth and margin prospects for the many brands within our portfolio.”

The Company will be holding a conference call at 4:45 p.m. EDT, October 28, 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 November 27, 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 the Company’s markets and the demand for its products, estimated sales, segment earnings, earnings per share, cash flows from operations, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic growth, the success of new product introductions, growth in costs and expenses, the impact of commodities and transportation costs, 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, 2009							September 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	$	1,351.3	$	—		$	1,351.3	$	1,455.6	$	—		$	1,455.6
Cost of sales		954.5		—			954.5		1,039.8		—			1,039.8
Gross profit		396.8		—			396.8		415.8		—			415.8
Selling, general and administrative expenses		237.7		(4.6	)		233.1		258.9		(4.0	)		254.9
Reorganization and acquisition-related integration costs, net		4.3		(4.3	)		—		12.8		(12.8	)		—
Operating earnings		154.8		8.9			163.7		144.1		16.8			160.9
Interest expense, net		35.2		—			35.2		44.0		—			44.0
Income before taxes		119.6		8.9			128.5		100.1		16.8			116.9
Income tax provision		45.9		0.4			46.3		36.3		5.7			42.0
Net income	$	73.7	$	8.5		$	82.2	$	63.8	$	11.1		$	74.9
Earnings per share:
Basic	$	0.84				$	0.93	$	0.85				$	0.99
Diluted	$	0.83				$	0.93	$	0.83				$	0.98
Weighted average shares outstanding:
Basic		88.0					88.0		75.4					75.4
Diluted		88.8					88.8		76.5					76.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except earnings per share)

	Nine months ended
	September 30, 2009							September 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	$	3,759.9	$	—		$	3,759.9	$	4,033.0	$	—		$	4,033.0
Cost of sales		2,714.4		—			2,714.4		2,908.6		—			2,908.6
Gross profit		1,045.5		—			1,045.5		1,124.4		—			1,124.4
Selling, general and administrative expenses		706.8		(12.3	)		694.5		775.2		(12.0	)		763.2
Reorganization and acquisition-related integration costs, net		22.5		(19.3	)		3.2		34.6		(34.6	)		—
Operating earnings		316.2		31.6			347.8		314.6		46.6			361.2
Interest expense, net		110.2		—			110.2		132.8		—			132.8
Income before taxes		206.0		31.6			237.6		181.8		46.6			228.4
Income tax provision		78.5		7.1			85.6		70.3		11.9			82.2
Net income	$	127.5	$	24.5		$	152.0	$	111.5	$	34.7		$	146.2
Earnings per share:
Basic	$	1.54				$	1.84	$	1.48				$	1.94
Diluted	$	1.53				$	1.82	$	1.46				$	1.91
Weighted average shares outstanding:
Basic		82.6					82.6		75.3					75.3
Diluted		83.4					83.4		76.4					76.4

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	September 30, 2009		December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	642.9	$	392.8
Accounts receivable, net		916.7		894.1
Inventories		1,172.4		1,180.4
Deferred taxes on income		132.4		147.3
Prepaid expenses and other current assets		126.7		114.5
Total current assets		2,991.1		2,729.1
Property, plant and equipment, net		508.6		506.9
Goodwill		1,532.6		1,476.1
Intangible assets, net		939.6		936.6
Other assets		87.9		78.3
Total assets	$	6,059.8	$	5,727.0
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	278.7	$	431.4
Accounts payable		467.8		422.1
Accrued salaries, wages and employee benefits		158.3		142.0
Taxes on income		37.1		22.7
Other current liabilities		399.9		336.2
Total current liabilities		1,341.8		1,354.4
Long-term debt		2,400.9		2,436.9
Deferred taxes on income		231.9		232.8
Other non-current liabilities		329.9		318.7
Total liabilities		4,304.5		4,342.8
Total stockholders’ equity		1,755.3		1,384.2
Total liabilities and stockholders’ equity	$	6,059.8	$	5,727.0

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, 2009			September 30, 2008			September 30, 2009			September 30, 2008
Cash flows from operating activities:
Net income	$	73.7		$	63.8		$	127.5		$	111.5
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		32.7			30.8			94.4			89.7
Other non-cash items		37.5			35.4			56.8			61.1
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(95.5	)		(128.8	)		(8.4	)		(30.6	)
Inventory		(38.2	)		(46.3	)		36.4			(169.3	)
Accounts payable		48.3			16.6			35.6			38.1
Other current assets and liabilities		58.7			16.4			5.9			(45.8	)
Net cash provided by (used in) operating activities		117.2			(12.1	)		348.2			54.7
Cash flows from financing activities:
Net change in short-term debt		(6.3	)		18.1			(139.4	)		66.8
Proceeds from issuance of long-term debt		—			—			292.2			25.0
Payments on long-term debt		(56.0	)		(4.5	)		(350.3	)		(20.7	)
Proceeds from issuance of stock, net of transaction fees		0.6			—			203.3			1.9
Repurchase of common stock and shares tendered		—			—			(0.5	)		(10.9	)
Debt issuance and settlement costs		(7.1	)		(0.4	)		(16.9	)		(2.6	)
Other, net		—			—			—			(2.5	)
Net cash provided by (used in) financing activities		(68.8	)		13.2			(11.6	)		57.0
Cash flows from investing activities:
Additions to property, plant and equipment		(31.8	)		(24.7	)		(76.2	)		(70.0	)
Acquisition of businesses, net of cash acquired and earnout payments		(1.7	)		(11.7	)		(13.7	)		(40.8	)
Other		(6.7	)		—			(11.0	)		(7.4	)
Net cash used in investing activities		(40.2	)		(36.4	)		(100.9	)		(118.2	)
Effect of exchange rate changes on cash and cash equivalents		8.5			(5.0	)		14.4			0.7
Net increase (decrease) in cash and cash equivalents		16.7			(40.3	)		250.1			(5.8	)
Cash and cash equivalents at beginning of period		626.2			255.0			392.8			220.5
Cash and cash equivalents at end of period	$	642.9		$	214.7		$	642.9		$	214.7

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended September 30, 2009
Net sales	$	565.7		$	510.3		$	224.6		$	60.8		$	(10.1	)	$	1,351.3		$	—		$	1,351.3
Segment earnings (loss)	$	85.0		$	86.7		$	36.6		$	7.6		$	—		$	215.9		$	(24.1	)	$	191.8
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related integration costs, net		(4.3	)		—			—			—			—			(4.3	)		—			(4.3	)
Depreciation and amortization		(17.3	)		(7.4	)		(4.9	)		(2.9	)		—			(32.5	)		(0.2	)		(32.7	)
Operating earnings (loss)	$	63.4		$	79.3		$	31.7		$	4.7		$	—		$	179.1		$	(24.3	)	$	154.8
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			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

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Nine months ended September 30, 2009
Net sales	$	1,794.8		$	1,218.4		$	586.9		$	196.9		$	(37.1	)	$	3,759.9		$	—		$	3,759.9
Segment earnings (loss)	$	227.4		$	174.0		$	80.7		$	23.2		$	—		$	505.3		$	(75.4	)	$	429.9
Adjustments to reconcile to reported operating earnings (loss):
Reorganization and acquisition-related integration costs, net		(19.3	)		—			—			—			—			(19.3	)		—			(19.3	)
Depreciation and amortization		(49.8	)		(20.7	)		(14.7	)		(8.6	)		—			(93.8	)		(0.6	)		(94.4	)
Operating earnings (loss)	$	158.3		$	153.3		$	66.0		$	14.6		$	—		$	392.2		$	(76.0	)	$	316.2
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			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

(a) 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, 2009 and 2008. For the three months ended September 30, 2009, adjustments to net income consist of $4.3 million of reorganization and acquisition-related integration costs in the Outdoor Solutions segment and $4.6 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the three months ended September 30, 2009 is the tax provision adjustment of $0.4 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, 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 nine months ended September 30, 2009, adjustments to net income consist of $19.3 million of reorganization and acquisition-related integration costs in the Outdoor Solutions segment and $12.3 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the nine months ended September 30, 2009 is the tax provision adjustment of $7.1 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.

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.

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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, 2009 and 2008

	Three months ended				Nine months ended
(in millions)	September 30, 2009		September 30, 2008		September 30, 2009		September 30, 2008
Reconciliation of Non-GAAP measure:
Net income		73.7		63.8		127.5		111.5
Income tax provision		45.9		36.3		78.5		70.3
Interest expense, net		35.2		44.0		110.2		132.8
Depreciation and amortization		32.7		30.8		94.4		89.7
Earnings before interest, taxes, depreciation and amortization (EBITDA)		187.5		174.9		410.6		404.3
Other adjustments:
Reorganization, acquisition-related integration costs, net		4.3		12.8		19.3		34.6
As Adjusted EBITDA (Segment Earnings)	$	191.8	$	187.7	$	429.9	$	438.9

Free cash flow is defined as operating cash flow less capital expenditures for the period.