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 25, 2012

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 25, 2012, we issued a press release announcing our financial results for the quarter ended March 31, 2012. A copy of our press release announcing our earnings results for the quarter ended March 31, 2012 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 adjusted gross margin, segment earnings, adjusted net income, adjusted diluted earnings per share and organic net sales growth. 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, intangibles and other assets, certain reorganization and acquisition-related integration costs, transaction and integration costs, non-cash Venezuela hyperinflationary and devaluation charges, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt, and other items. 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 25, 2012 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, non-recurring items, the elimination of manufacturer’s profit in inventory, inventory write-offs, non-cash impairment charges of goodwill, intangibles and other 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. Organic growth, net sales growth excluding the impacts of foreign exchange, significant acquisitions and exited business from year over year comparisons, is expected to be presented in the earnings conference call because the Company believes this measure provides investors with a more complete understanding of the underlying sales trends by providing net sales on a consistent basis and it is one of the measures management of the Company uses to analyze operating performance. 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, intangibles and other assets, certain reorganization and acquisition-related integration costs, transaction and integration costs, non-cash Venezuela hyperinflationary and devaluation charges, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt, and other items.

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 25, 2012, with respect to our financial results for the quarter ended March 31, 2012 (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 25, 2012

	JARDEN CORPORATION
By:	/s/ Richard T. Sansone
	Name:	Richard T. Sansone
	Title:	Executive Vice President, Finance

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated April 25, 2012, with respect to our financial results for the quarter ended March 31, 2012 (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:	Trisha Mount
		Senior Vice President
		914-967-9400
		Investor Relations: Allison Malkin
		Press: Alecia Pulman
		ICR, Inc.
		203-682-8200

FOR IMMEDIATE RELEASE

JARDEN REPORTS RECORD FIRST QUARTER RESULTS

Organic Sales Growth of 2.9%

Gross Margin expansion of over 50 basis points

RYE, N.Y., April 25, 2012—Jarden Corporation (NYSE:JAH) today reported its financial results for the quarter ended March 31, 2012.

For the quarter ended March 31, 2012:

• Organic net sales grew 2.9%;

• Reported net sales increased approximately 1% to $1.50 billion compared to $1.48 billion for the same period in the previous year;

• Gross margin increased 52 basis points to 28.1% compared to adjusted gross margin of 27.5%, for the same period in 2011;

• Net income increased $0.20 per diluted share, or approximately 95%, to $35.1 million, or $0.41 per diluted share, compared to net income of $19.0 million, or $0.21 per diluted share, for the same period in 2011; and

• Adjusted net income increased $0.07 per diluted share, or approximately 18%, to $40.0 million, or $0.47 per diluted share, compared to $35.4 million, or $0.40 per diluted share, for the same period in 2011.

“We had a strong start to the year in the first quarter, reporting our 10^th consecutive quarter of organic sales growth and delivering an 18% increase in adjusted earnings per share,” said Martin E. Franklin, Executive Chairman. “We had organic sales growth across all of our business segments which was led by our Branded Consumables segment with over 6% organic growth for the quarter. We were also very pleased to advance the interests of our shareholders by completing the buyback of 12.1 million shares of stock during the quarter for approximately $435 million.”

James E. Lillie, Chief Executive Officer commented, “The organic sales and point-of-sale performance our businesses achieved during the first quarter, despite the warm winter weather, reinforces the benefit

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of Jarden’s diversified portfolio of brands and products. We believe our businesses are well positioned to build on this positive momentum for the remainder of 2012 and we remain confident in our ability to meet our financial and strategic goals for the year”.

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

The Company will be hosting a conference call at 4:45 p.m. (EDT) today, April 25, 2012, to further discuss its first quarter results. To listen to the call by telephone, please dial 888-599-4875 (domestic) or 913-312-0977 (international) and provide passcode: 7674031. The call will be simultaneously webcast at www.jarden.com. Supplemental information can be found in the For Investors section of the Company’s website. A replay of the call and webcast will be available for three weeks shortly after completion of the live call. To access the replay, call 888-203-1112 (domestic) or 719-457-0820 (international) and provide passcode: 7674031 or visit www.jarden.com.

Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 100 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Aero®, Berkley®, Campingaz® and Coleman®, ExOfficio®, 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®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Tigex®. Headquartered in Rye, N.Y., Jarden ranks #379 on the Fortune 500 and has over 23,000 employees worldwide. For in-depth information about Jarden, 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 earnings per share and adjusted diluted earnings per share, expected or estimated revenue, segment earnings, cash flow from operations, and reorganization and other non-cash charges, the outlook for the Company’s markets and the demand for its products, consistent profitable growth, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic net sales growth, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies and transportation costs and the Company’s ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Company’s stock repurchase program, our ability to raise new debt, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including the Company’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, 2012							March 31, 2011
	As Reported (GAAP)		Adjustments (1)(3)			Adjusted (non-GAAP) (1)(3)		As Reported (GAAP)		Adjustments (1)(3)			Adjusted (non-GAAP) (1)(3)
Net sales	$	1,495.4	$	—		$	1,495.4	$	1,483.4	$	—		$	1,483.4
Cost of sales		1,075.8		—			1,075.8		1,081.6		(6.7	)		1,074.9
Gross profit		419.6		—			419.6		401.8		6.7			408.5
Selling, general and administrative expenses		318.0		(4.6	)		313.4		313.1		(4.7	)		308.4
Operating earnings		101.6		4.6			106.2		88.7		11.4			100.1
Interest expense, net		44.7		—			44.7		45.1		—			45.1
Loss on early extinguishment of debt		—		—			—		12.8		(12.8	)		—
Income before taxes		56.9		4.6			61.5		30.8		24.2			55.0
Income tax provision (benefit)		21.8		(0.3	)		21.5		11.8		7.8			19.6
Net income	$	35.1	$	4.9		$	40.0	$	19.0	$	16.4		$	35.4
Earnings per share:
Basic	$	0.41				$	0.47	$	0.21				$	0.40
Diluted	$	0.41				$	0.47	$	0.21				$	0.40
Weighted average shares outstanding:
Basic		84.8					84.8		88.9					88.9
Diluted		85.5					85.5		89.5					89.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	March 31, 2012		March 31, 2011		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	481.2	$	405.6	$	808.3
Accounts receivable, net		1,169.0		1,136.6		1,080.5
Inventories		1,409.6		1,494.1		1,274.4
Deferred taxes on income		182.4		175.6		181.6
Prepaid expenses and other current assets		151.8		161.8		148.7
Total current assets		3,394.0		3,373.7		3,493.5
Property, plant and equipment, net		616.5		655.7		615.9
Goodwill		1,718.3		1,753.9		1,717.1
Intangible assets, net		1,155.0		1,183.1		1,156.5
Other assets		134.3		129.6		133.7
Total assets	$	7,018.1	$	7,096.0	$	7,116.7
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	483.5	$	162.2	$	269.3
Accounts payable		589.1		619.3		557.5
Accrued salaries, wages and employee benefits		158.7		147.2		181.1
Taxes on income		12.1		20.6		22.3
Other current liabilities		411.4		479.3		433.5
Total current liabilities		1,654.8		1,428.6		1,463.7
Long-term debt		2,960.0		3,032.7		2,890.1
Deferred taxes on income		509.5		460.9		507.8
Other non-current liabilities		333.0		327.6		343.1
Total liabilities		5,457.3		5,249.8		5,204.7
Total stockholders’ equity		1,560.8		1,846.2		1,912.0
Total liabilities and stockholders’ equity	$	7,018.1	$	7,096.0	$	7,116.7

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, 2012			March 31, 2011
Cash flows from operating activities:
Net income	$	35.1		$	19.0
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		35.9			40.1
Debt extinguishment costs		—			12.8
Other non-cash items		21.5			11.4
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(90.6	)		(48.5	)
Inventory		(121.5	)		(183.4	)
Accounts payable		26.6			38.8
Other current assets and liabilities		(54.4	)		(57.5	)
Net cash used in operating activities		(147.4	)		(167.3	)
Cash flows from financing activities:
Net change in short-term debt		88.9			6.1
Proceeds from issuance of senior debt		300.2			1,025.0
Payments on long-term debt		(113.1	)		(1,086.9	)
(Repurchase of)/Proceeds from common stock, net		(435.3	)		(32.3	)
Debt issuance costs		(3.2	)		(10.2	)
Dividends paid		(7.5	)		(7.3	)
Other		5.6			—
Net cash used in financing activities		(164.4	)		(105.6	)
Cash flows from investing activities:
Additions to property, plant and equipment		(23.3	)		(27.0	)
Other		—			1.0
Net cash used in investing activities		(23.3	)		(26.0	)
Effect of exchange rate changes on cash and cash equivalents		8.0			9.1
Net decrease in cash and cash equivalents		(327.1	)		(289.8	)
Cash and cash equivalents at beginning of period		808.3			695.4
Cash and cash equivalents at end of period	$	481.2		$	405.6

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, 2012
Net sales	$	670.1		$	347.9		$	402.6		$	91.8		$	(17.0	)	$	1,495.4		$	—		$	1,495.4
Segment earnings (loss)	$	71.6		$	43.6		$	52.1		$	12.0		$	—		$	179.3		$	(41.8	)	$	137.5
Adjustments to reconcile to reported operating earnings (loss):
Depreciation and amortization		(13.8	)		(7.1	)		(11.4	)		(3.0	)		—			(35.3	)		(0.6	)		(35.9	)
Operating earnings (loss)	$	57.8		$	36.5		$	40.7		$	9.0		$	—		$	144.0		$	(42.4	)	$	101.6
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Quarter ended March 31, 2011
Net sales	$	677.5		$	346.8		$	386.0		$	89.0		$	(15.9	)	$	1,483.4		$	—		$	1,483.4
Segment earnings (loss)	$	64.7		$	46.6		$	47.4		$	9.8		$	—		$	168.5		$	(34.4	)	$	134.1
Adjustments to reconcile to reported operating earnings (loss):
Fair value adjustment to inventory		—			—			(5.3	)		—			—			(5.3	)		—			(5.3	)
Depreciation and amortization		(14.7	)		(7.2	)		(14.6	)		(3.0	)		—			(39.5	)		(0.6	)		(40.1	)
Operating earnings (loss)	$	50.0		$	39.4		$	27.5		$	6.8		$	—		$	123.7		$	(35.0	)	$	88.7

(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 quarters ended March 31, 2012 and 2011. For the quarter ended March 31, 2012, adjustments to net income included $4.6 million of amortization of acquired intangible assets and the tax provision adjustment of $0.3 million, which reflects the normalization of the adjusted results to the Company’s estimated 35% effective tax rate.

For the quarter ended March 31, 2011, adjustments to net income consist of $6.7 million primarily associated with the manufacturer’s profit in inventory charged to cost of sales which is the purchase accounting fair value adjustment to inventory associated with the Quickie acquisition; $12.8 million of a non-cash write-off of deferred debt issue costs and $4.7 million of amortization of acquired intangible assets. Also, included in the adjustments to net income for the quarter ended March 31, 2011 is the tax provision adjustment of $7.8 million which reflects the normalization of the adjusted results to the Company’s estimated 35.5% effective tax rate.

Note 2: Organic net sales growth is a non-GAAP measure of net sales growth excluding the impacts of foreign exchange, significant acquisitions, and exited business from year-over-year comparisons. The Company believes this measure provides investors with a more complete understanding of the underlying sales trends by providing net sales on a consistent basis. Organic net sales growth is also one of the measures used by management to analyze operating performance. The following table provides a reconciliation of organic net sales growth to the comparable GAAP measure of net sales growth for the quarter ended March 31, 2012:

	Branded Consumables			Jarden Corporation
Reconciliation of Non- GAAP measure
Net sales growth		4.3	%		0.8	%
Foreign exchange impacts		1.9	%		1.0	%
(Acquisitions)/exited business, net		—	%		1.1	%
Organic net sales growth		6.2	%		2.9	%

Note 3: This earnings release contains non-GAAP financial measures that may not be directly comparable to other similarly titled measures used by other companies. 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, intangibles and other assets, certain reorganization and acquisition-related integration costs, transaction and integration costs, non-cash Venezuela hyperinflationary and devaluation charges, gains and losses as a result of currency fluctuations, gain on the sale of the domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt and other items. These non-GAAP measures should be considered in addition to, but 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, 2012 and 2011

	Quarters ended
(in millions)	March 31, 2012		March 31, 2011
Reconciliation of Non-GAAP measure:
Net income	$	35.1	$	19.0
Income tax provision		21.8		11.8
Interest expense, net		44.7		45.1
Loss on early extinguishment of debt		—		12.8
Depreciation and amortization		35.9		40.1
Earnings before interest, taxes, depreciation and amortization (EBITDA)		137.5		128.8
Other adjustments:
Fair market value adjustment to inventory		—		5.3
AS ADJUSTED EBITDA (“Segment Earnings”)	$	137.5	$	134.1

Organic net sales growth is a non-GAAP measure of net sales growth excluding the impacts of foreign exchange, significant acquisitions and exited business from year-over-year comparisons. The Company believes this measure provides investors with a more complete understanding of the underlying sales trends by providing net sales on a consistent basis. Organic net sales growth is also one of the measures used by management to analyze operating performance. The following table provides a reconciliation of organic net sales growth to the comparable GAAP measure of net sales growth for the quarter ended March 31, 2012:

	For the quarter ending March 31, 2012
	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Elimination			Consolidated
Reconciliation of Non-GAAP measure:
Net sales growth		(1.1	%)		0.3	%		4.3	%		3.2	%		6.9	%		0.8	%
Foreign exchange impacts		0.7	%		0.5	%		1.9	%		0.2	%		—	%		1.0	%
(Acquisitions)/Exit of business		2.0	%		0.8	%		—	%		—	%		—	%		1.1	%
Organic net sales growth		1.6	%		1.6	%		6.2	%		3.4	%		6.9	%		2.9	%