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) April 29, 2010

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 April 29, 2010, we issued a press release announcing our financial results for the quarter ended March 31, 2010. A copy of our press release announcing our earnings results for the quarter ended March 31, 2010 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, transaction costs, non-cash Venezuela hyperinflationary and devaluation charges, 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 April 29, 2010 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, loss on early extinguishment of debt, transaction costs, and non-cash Venezuela hyperinflationary and devaluation charges, 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 April 29, 2010, with respect to our financial results for the quarter ended March 31, 2010 (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: April 29, 2010
	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 April 29, 2010, with respect to our financial results for the quarter ended March 31, 2010 (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:	Paul J. Warburg
		Vice President, Finance
		914-967-9400
		Investor Relations: Erica Pettit
		Press: Evan Goetz/ Melissa Kahaly
		FD
		212-850-5600

FOR IMMEDIATE RELEASE

JARDEN REPORTS FIRST QUARTER 2010 RESULTS

Net Sales Increase 4% to $1.19 Billion

Segment Earnings Increase 11% to a Record First Quarter of $101 Million

RYE, N.Y., April 29, 2010 — Jarden Corporation (NYSE: JAH) today reported its financial results for the quarter ended March 31, 2010.

For the quarter ended March 31, 2010, net sales increased 4% to $1.19 billion compared to $1.14 billion for the same period in the previous year. For the quarter ended March 31, 2010, the Company recorded a net loss of $59 million, or ($0.66) per share, compared to net income of $8.9 million, or $0.12 per diluted share, for the same period in 2009, due primarily to one-time, non-cash charges of $21.5 million associated with the devaluation of the Venezuelan Bolívar on January 8, 2010 and an additional $56.6 million resulting from new accounting guidance from the Securities and Exchange Commission (“SEC”) addressing Venezuela’s hyperinflationary status. On a non-GAAP basis, adjusted net income for the first quarter was $22.2 million, or $0.25 per diluted share, compared to $18.4 million, or $0.24 per diluted share, for the same period in 2009.

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.

“The first quarter of 2010 has continued the positive sales momentum the business demonstrated at the end of 2009, as each operating segment of our company produced solid organic growth and improved profitability,” said Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation. “The strong sales growth reflects the market share gains we achieved over the past year, as consumers continue to seek out well-recognized brands that offer strong value propositions. We believe the scale of our global operating platform enabled us to proactively manage the inflationary cost environment that resurfaced in the quarter, led by increases in ocean freight costs and petroleum based materials. While less

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volatile than in the last several years, we believe commodity cost increases will continue throughout 2010 and we will seek to manage this headwind just as we have in the past through disciplined supply chain controls, sophisticated hedge and forward buy programs, productivity improvements and pricing.”

Mr. Franklin continued, “While it is still early in the year, we remain optimistic that the organic sales growth and gross margin improvement we have delivered thus far in 2010 will continue as we enter the seasonally more significant quarters for our business. New products and innovation will remain the foundation of both top line growth and margin expansion, and we were proud to highlight a number of these new products at our analyst and investor day held in March. At the same time, we are excited to be able to actively pursue operating and revenue synergies with the recently completed Mapa Spontex acquisition, which is folding seamlessly into Jarden Branded Consumables since the transaction closed at the beginning of April.”

Jarden Corporation was recently ranked #406 on Fortune Magazine’s Fortune 500 annual listing of America’s largest corporations. Jarden rose 36 positions on the list this year, up from #442 in 2009, and has risen 86 positions since its inaugural inclusion in this prestigious ranking in 2008.

The Company will be holding a conference call at 4:45 p.m. (EDT) today, April 29, 2010, to further discuss its first quarter results. To listen to the call by telephone, please dial 888-204-4517 (domestic) or 913-312-0713 (international) and enter passcode 4669728. The call will be simultaneously webcast at www.jarden.com. Supplemental information can be found in the Investor Relations section of the Company’s website. A replay of the call will be available shortly after completion at the following numbers for three weeks: 888-203-1112 (domestic) or 719-457-0820 (international) and passcode 4669728. A replay of the webcast will also be available at www.jarden.com shortly after the completion of the live webcast.

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! ®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene_®, Völkl ®, 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®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Spontex® and Tigex®. 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 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 consummated 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)

	Quarters ended
	March 31, 2010								March 31, 2009
	As Reported (GAAP)			Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)		As Reported (GAAP)		Adjustments (1)(2)			Adjusted (non-GAAP) (1)(2)
Net sales	$	1,189.1		$	—		$	1,189.1	$	1,138.9	$	—		$	1,138.9
Cost of sales		880.0			—			880.0		846.6		—			846.6
Gross profit		309.1			—			309.1		292.3		—			292.3
Selling, general and administrative expenses		337.8			(103.6	)		234.2		228.4		(3.9	)		224.5
Reorganization and acquisition-related integration costs, net		—			—			—		12.2		(9.4	)		2.8
Operating earnings (loss)		(28.7	)		103.6			74.9		51.7		13.3			65.0
Interest expense, net		40.2			—			40.2		36.2		—			36.2
Income (loss) before taxes		(68.9	)		103.6			34.7		15.5		13.3			28.8
Income tax provision (benefit)		(9.9	)		22.4			12.5		6.6		3.8			10.4
Net income (loss)	$	(59.0	)	$	81.2		$	22.2	$	8.9	$	9.5		$	18.4
Earnings (loss) per share:
Basic	$	(0.66	)				$	0.25	$	0.12				$	0.24
Diluted	$	(0.66	)				$	0.25	$	0.12				$	0.24
Weighted average shares outstanding:
Basic		89.3						89.3		75.3					75.3
Diluted		89.3						90.1		75.9					75.9

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	March 31, 2010		March 31, 2009		December 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	951.0	$	267.0	$	827.4
Accounts receivable, net		870.5		876.5		851.3
Inventories		1,066.8		1,121.9		974.1
Deferred taxes on income		185.7		157.2		153.2
Prepaid expenses and other current assets		122.9		115.4		182.0
Total current assets		3,196.9		2,538.0		2,988.0
Property, plant and equipment, net		486.9		498.6		505.7
Goodwill		1,518.3		1,491.4		1,518.4
Intangible assets, net		922.1		934.5		926.8
Other assets		93.4		76.3		84.7
Total assets	$	6,217.6	$	5,538.8	$	6,023.6
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	401.4	$	331.6	$	520.3
Accounts payable		456.4		373.5		390.7
Accrued salaries, wages and employee benefits		111.4		119.2		162.3
Taxes on income		20.5		14.3		26.6
Other current liabilities		396.1		323.2		384.6
Total current liabilities		1,385.8		1,161.8		1,484.5
Long-term debt		2,492.4		2,434.4		2,145.9
Deferred taxes on income		302.0		234.4		300.9
Other non-current liabilities		332.2		328.5		325.5
Total liabilities		4,512.4		4,159.1		4,256.8
Total stockholders’ equity		1,705.2		1,379.7		1,766.8
Total liabilities and stockholders’ equity	$	6,217.6	$	5,538.8	$	6,023.6

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Quarters ended
	March 31, 2010			March 31, 2009
Cash flows from operating activities:
Net income (loss)	$	(59.0	)	$	8.9
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		30.9			30.4
Venezuela hyperinflationary and devaluation charges		78.1			—
Other non-cash items		(17.6	)		1.9
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(24.0	)		4.1
Inventory		(106.1	)		51.3
Accounts payable		71.6			(50.0	)
Other current assets and liabilities		(48.8	)		(45.2	)
Net cash (used in) provided by operating activities		(74.9	)		1.4
Cash flows from financing activities:
Net change in short-term debt		9.6			(95.7	)
Proceeds from issuance of senior debt		486.1			—
Payments on long-term debt		(252.7	)		(4.3	)
Proceeds from the issuance of stock, net of transaction fees		4.4			—
Repurchase of common stock and shares tendered for taxes		(7.1	)		(0.5	)
Debt issuance costs		(12.6	)		—
Dividends paid		(6.7	)		—
Net cash provided by (used in) financing activities		221.0			(100.5	)
Cash flows from investing activities:
Additions to property, plant and equipment		(14.8	)		(21.1	)
Acquisition of businesses, net of cash acquired and earnout payments		(4.5	)		(3.7	)
Other		10.0			—
Net cash used in investing activities		(9.3	)		(24.8	)
Effect of exchange rate changes on cash and cash equivalents		(13.2	)		(1.9	)
Net increase (decrease) in cash and cash equivalents		123.6			(125.8	)
Cash and cash equivalents at beginning of period		827.4			392.8
Cash and cash equivalents at end of period	$	951.0		$	267.0

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
Quarter ended March 31, 2010
Net sales	$	614.2		$	337.4		$	169.0		$	81.7		$	(13.2	)	$	1,189.1		$	—		$	1,189.1
Segment earnings (loss)	$	55.8		$	46.1		$	16.9		$	8.5		$	—		$	127.3		$	(25.9	)	$	101.4
Adjustments to reconcile to reported operating earnings(loss):
Transaction costs		—			—			—			—			—			—			(21.1	)		(21.1	)
Venezuela hyperinflationary and devaluation charges		—			—			—			—			—			—			(78.1	)		(78.1	)
Depreciation and amortization		(15.9	)		(6.9	)		(5.0	)		(2.9	)		—			(30.7	)		(0.2	)		(30.9	)
Operating earnings (loss)	$	39.9		$	39.2		$	11.9		$	5.6		$	—		$	96.6		$	(125.3	)	$	(28.7	)

	Outdoor Solutions			Consumer Solutions (b)			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Quarter ended March 31, 2009
Net sales	$	591.3		$	335.9		$	159.2		$	66.5		$	(14.0	)	$	1,138.9		$	—		$	1,138.9
Segment earnings (loss)	$	51.9		$	38.8		$	14.9		$	6.8		$	—		$	112.4		$	(20.9	)	$	91.5
Adjustments to reconcile to reported operating earnings(loss):
Reorganization and acquisition-related integration costs, net		(9.4	)		—			—			—			—			(9.4	)		—			(9.4	)
Depreciation and amortization		(15.9	)		(6.8	)		(4.7	)		(2.8	)		—			(30.2	)		(0.2	)		(30.4	)
Operating earnings (loss)	$	26.6		$	32.0		$	10.2		$	4.0		$	—		$	72.8		$	(21.1	)	$	51.7

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

(b) For the quarter ended March 31, 2009, segment earnings for the Consumer Solutions segment included $2.8 million of reorganization costs.

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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 quarters ended March 31, 2010 and 2009. For the quarter ended March 31, 2010, adjustments to net income consist of a $21.5 million one-time, non-cash charge associated with the devaluation of the Venezuelan Bolívar and an additional $56.6 million one-time, non-cash charge related to changing the functional currency of the Company’s Venezuela subsidiary from Bolívar to the U.S. dollar in accordance with recent guidance from the SEC; $21.1 million of transaction costs primarily associated with the Mapa Spontex acquisition; and $4.4 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the quarter ended March 31, 2010 is the tax provision adjustment of $22.4 million which reflects the normalization of the adjusted results to the Company’s estimated 36% effective tax rate.

For the quarter ended March 31, 2009, adjustments to net income consist of $9.4 million of reorganization and acquisition-related integration costs and $3.9 million of amortization of acquired intangible assets. Also, included in the adjustments to net loss for the quarter ended March 31, 2009 is the tax provision adjustment of $3.8 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, transaction costs, non-cash Venezuela hyperinflationary and devaluation charges, 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 quarters ended March 31, 2010 and 2009

	Quarters ended
(in millions)	March 31, 2010			March 31, 2009
Reconciliation of Non-GAAP measure:
Net income (loss)	$	(59.0	)	$	8.9
Income tax provision (benefit)		(9.9	)		6.6
Interest expense, net		40.2			36.2
Depreciation and amortization		30.9			30.4
Earnings before interest, taxes, depreciation and amortization (EBITDA)		2.2			82.1
Other adjustments:
Reorganization, acquisition-related integration costs, net		—			9.4
Transactions costs		21.1			—
Venezuela hyperinflationary and devaluation charge		78.1			—
As Adjusted EBITDA	$	101.4		$	91.5