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) May 1, 2014

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.)

1800 North Military Trail, Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 447-2520

(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 May 1, 2014, we issued a press release announcing our financial results for the quarter ended March 31, 2014. A copy of our press release announcing our earnings results for the quarter ended March 31, 2014 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 basic and diluted earnings per share, adjusted net interest expense, adjusted income tax provision, adjusted selling, general and administrative costs 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 net reorganization costs, restructuring costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, gains and losses as a result of currency fluctuations, gain (loss) on the sale of certain assets, non-cash stock-based compensation costs, loss on early extinguishment of debt, non-cash original issue discount amortization 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 May 1, 2014 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 (as referred to as “Segment Earnings”), excluding adjustments relating to non-cash purchase accounting adjustments, certain net reorganization costs, restructuring costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer’s profit in inventory, inventory write-offs, Venezuela hyperinflationary and foreign exchange-related charges, non-cash impairment charges of goodwill, intangibles and other assets, non-cash stock-based compensation costs, gains and losses as a result of currency fluctuations, gain (loss) on the sale of certain assets, loss on early extinguishment of debt, non-cash original issue discount amortization and other items, 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 net sales growth, net sales growth excluding the impacts of foreign exchange, certain acquisitions and exited businesses 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 net reorganization costs, restructuring costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, gains and losses as a result of currency fluctuations, gain (loss) on the sale of certain assets, non-cash stock-based compensation costs, loss on early extinguishment of debt, non-cash original issue discount amortization 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 Current Report on 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 May 1, 2014, with respect to our financial results for the quarter ended March 31, 2014 (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: May 1, 2014

JARDEN CORPORATION
By:	/s/ James L. Cunningham III
	Name:	James L. Cunningham III
	Title:	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated May 1, 2014, with respect to our financial results for the quarter ended March 31, 2014 (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
	Jarden Corporation
	Rachel Wilson
	914-967-9400
	Investor Relations: Allison Malkin
	ICR, Inc.
	203-682-8225
	Press: Liz Cohen
	Weber Shandwick
	212-445-8044

FOR IMMEDIATE RELEASE

JARDEN REPORTS FIRST QUARTER RESULTS

Record First Quarter Net Sales of $1.7 Billion

First Quarter Net Sales Growth of approximately 10%

First Quarter Organic Net Sales Growth of approximately 1%

Reported and Adjusted Gross Margin Expand 160 bps and 200 bps, respectively

Miami, FL, May 1, 2014—Jarden Corporation (NYSE: JAH) today reported its financial results for the quarter ended March 31, 2014.

For the quarter ended March 31, 2014:

• Organic net sales grew 0.6% or $8.7 million;

• Reported net sales were $1.73 billion, compared to $1.58 billion for the same period in 2013;

• Reported gross margin was 29.7% for 2014 compared to 28.1% for the same period in 2013;

• Net income increased to $3.7 million, compared to net loss of $4.4 million for the same period in 2013;

• Earnings per share was $0.03 per diluted share, compared to a loss of $0.04 per diluted share for the same period in 2013;

• Adjusted gross margin was 30.4% compared to 28.4% for the same period in 2013;

• Adjusted net income was $25.1 million, compared to $33.1 million for the same period in 2013; and

• Adjusted diluted earnings per share was $0.20 per diluted share, compared to $0.30 per diluted share for the same period in 2013.

“We began the year solidly, reporting record first quarter revenues, positive organic growth, and continued expansion in gross margins, giving us good momentum in our seasonally smallest quarter of the year. We believe that we are well positioned to achieve our annual guidance expectations,” said Martin E. Franklin, Executive Chairman. “We grew organically driven by product innovation and category expansion, while the quarter also saw progress toward our capital management objectives with stock repurchase activity as well as our announced and completed $690 million private offering of 1 ¹⁄₈% Senior Subordinated Convertible Notes due 2034.”

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James E. Lillie, Chief Executive Officer, commented, “We are pleased to report a positive start to the year and believe we are well positioned to deliver on our 2014 plan which includes organic growth in the 3%-5% range. We are particularly pleased with our performance considering the number of customer store closings that occurred in the first quarter as a result of the extreme weather. Jarden’s diversification continued to serve us well, as the weather aided the continued sell through of many of our traditional winter products. We continue to expect that variance within our adjusted diluted earnings per share guidance in 2014, will largely be driven by currency fluctuations and not operational performance.” Mr. Lillie added, “The first quarter is by far our smallest quarter, as we look beyond the first quarter, I am encouraged by our team’s focus and alignment on this year and on our recently detailed long-term goals.”

All earnings per share and shares outstanding amounts have been adjusted to reflect the effect of the 3-for-2 split of the Company’s outstanding shares of common stock that occurred during the first quarter of 2013.

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

The Company will be hosting a conference call at 8:30 a.m. (EDT) today, May 1, 2014, to further discuss its first quarter results. To listen to the call by telephone, please dial 888-576-4398 (domestic) or 719-325-2472 (international) and provide passcode: 1727696. 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: 1727696 or visit www.jarden.com.

Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 120 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew-Cornell®, Mapa®, NUK®, Pine Mountain®, ProPak®, Quickie®, Spontex®, Tigex® and Yankee Candle®; Consumer Solutions: Bionaire®, Breville®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Outdoor Solutions: Abu Garcia®, AeroBed®, Berkley®, Campingaz® and Coleman®, ExOfficio®, Fenwick®, Greys®, Gulp!®, Hardy®, Invicta®, K2®, Madshus®, Marker®, Marmot®, Mitchell®, PENN®, Rawlings®, Ride®, Sevylor®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl®, Worth® and Zoot®. Headquartered in Florida, Jarden ranks #383 on the Fortune 500 and has over 30,000 employees worldwide. For further 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, meeting financial goals, segment earnings, net interest expense, income tax provision, cash flow from operations, and reorganization costs, restructuring costs 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, performance trends, bank

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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 OPERATIONS (Unaudited)

(in millions, except earnings per share)

	Quarters ended
	March 31, 2014							March 31, 2013
	As Reported (GAAP) (2)		Adjustments (1)(4)			Adjusted (Non-GAAP) (1)(2)(4)		As Reported (GAAP) (2)			Adjustments (1)(4)			Adjusted (Non-GAAP) (1)(2)(4)
Net sales	$	1,731.8	$	—		$	1,731.8	$	1,580.7		$	—		$	1,580.7
Cost of sales		1,217.4		(11.5	)		1,205.9		1,137.2			(5.0	)		1,132.2
Gross profit		514.4		11.5			525.9		443.5			5.0			448.5
Selling, general and administrative expenses		450.9		(11.6	)		439.3		386.6			(34.1	)		352.5
Restructuring costs, net		0.3		(0.3	)		—		—			—			—
Operating earnings		63.2		23.4			86.6		56.9			39.1			96.0
Interest expense, net		54.0		(5.7	)		48.3		49.6			(3.0	)		46.6
Loss on early extinguishment of debt		—		—			—		17.1			(17.1	)		—
Income (loss) before taxes		9.2		29.1			38.3		(9.8	)		59.2			49.4
Income tax provision (benefit)		5.5		7.7			13.2		(5.4	)		21.7			16.3
Net income (loss)	$	3.7	$	21.4		$	25.1	$	(4.4	)	$	37.5		$	33.1
Earnings (loss) per share:
Basic	$	0.03				$	0.20	$	(0.04	)				$	0.30
Diluted	$	0.03				$	0.20	$	(0.04	)				$	0.30
Weighted average shares outstanding:
Basic		125.2					125.2		111.1						111.1
Diluted		128.8					128.8		111.1						111.9

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	March 31, 2014		March 31, 2013		December 31, 2013
Assets:
Cash and cash equivalents	$	1,306.2	$	580.0	$	1,128.5
Accounts receivable, net		1,251.0		1,236.8		1,196.1
Inventories		1,585.4		1,442.4		1,411.9
Deferred taxes on income		194.4		166.6		185.7
Prepaid expenses and other current assets		157.5		191.1		161.3
Total current assets		4,494.5		3,616.9		4,083.5
Property, plant and equipment, net		854.8		664.2		852.6
Goodwill		2,632.4		1,821.9		2,620.3
Intangible assets, net		2,387.9		1,245.6		2,393.0
Other assets		158.6		136.1		146.7
Total assets	$	10,528.2	$	7,484.7	$	10,096.1
Liabilities and stockholders’ equity:
Short-term debt and current portion of long-term debt	$	660.4	$	520.2	$	655.1
Accounts payable		685.9		632.7		664.2
Accrued salaries, wages and employee benefits		168.8		154.8		192.6
Other current liabilities		457.1		394.7		527.5
Total current liabilities		1,972.2		1,702.4		2,039.4
Long-term debt		4,521.9		3,346.2		4,087.3
Deferred taxes on income		1,155.3		566.4		1,065.3
Other non-current liabilities		354.8		352.2		354.4
Total liabilities		8,004.2		5,967.2		7,546.4
Total stockholders’ equity		2,524.0		1,517.5		2,549.7
Total liabilities and stockholders’ equity	$	10,528.2	$	7,484.7	$	10,096.1

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, 2014			March 31, 2013
Cash flows from operating activities:
Net income (loss)	$	3.7		$	(4.4	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		45.6			37.7
Venezuela devaluation-related charges		—			27.4
Stock-based compensation		34.9			37.2
Excess tax benefits from stock-based compensation		(33.3	)		(2.2	)
Other non-cash items		(7.0	)		7.6
Changes in assets and liabilities:
Accounts receivable		(57.4	)		(109.9	)
Inventory		(175.6	)		(140.6	)
Accounts payable		23.0			22.2
Other current assets and liabilities		(92.0	)		(81.2	)
Net cash used in operating activities		(258.1	)		(206.2	)
Cash flows from financing activities:
Net change in short-term debt		(5.5	)		4.2
Proceeds from issuance of long-term debt		690.2			253.0
Payments on long-term debt		(30.1	)		(188.5	)
Issuance/(repurchase) of common stock, net		(193.9	)		(264.8	)
Excess tax benefits from stock-based compensation		33.3			2.2
Debt issue costs		(16.0	)		(5.1	)
Other		(1.6	)		—
Net cash provided by (used in) financing activities		476.4			(199.0	)
Cash flows from investing activities:
Additions to property, plant and equipment		(41.1	)		(24.7	)
Other		3.3			(1.9	)
Net cash used in investing activities		(37.8	)		(26.6	)
Effect of exchange rate changes on cash and cash equivalents		(2.8	)		(22.3	)
Net increase (decrease) in cash and cash equivalents		177.7			(454.1	)
Cash and cash equivalents at beginning of period		1,128.5			1,034.1
Cash and cash equivalents at end of period	$	1,306.2		$	580.0

See Notes to Earnings Release attached

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JARDEN CORPORATION

NET SALES AND OPERATING EARNINGS BY SEGMENT (Unaudited)

(in millions)

	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Quarter ended March 31, 2014
Net sales	$	621.8		$	344.0		$	684.1		$	102.3		$	(20.4	)	$	1,731.8		$	—		$	1,731.8
Segment earnings (loss)	$	75.0		$	36.5		$	55.3		$	12.3		$	—		$	179.1		$	(52.8	)	$	126.3
Adjustments to reconcile to reported operating earnings (loss):
Restructuring costs, net		—			(0.3	)		—			—			—			(0.3	)		—			(0.3	)
Acquisition-related and other costs		(5.0	)		(3.0	)		(5.2	)		—			—			(13.2	)		—			(13.2	)
Venezuela foreign exchange-related charges (b)		—			—			—			—			—			—			(4.0	)		(4.0	)
Depreciation and amortization		(20.0	)		(7.7	)		(13.8	)		(2.8	)		—			(44.3	)		(1.3	)		(45.6	)
Operating earnings (loss)	$	50.0		$	25.5		$	36.3		$	9.5		$	—		$	121.3		$	(58.1	)	$	63.2
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination(a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Quarter ended March 31, 2013
Net sales	$	443.7		$	363.3		$	694.9		$	97.6		$	(18.8	)	$	1,580.7		$	—		$	1,580.7
Segment earnings (loss)	$	56.1		$	45.1		$	71.2		$	14.9		$	—		$	187.3		$	(58.7	)	$	128.6
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		(3.5	)		—			(1.5	)		—			—			(5.0	)		—			(5.0	)
Venezuela foreign exchange-related charges (b)		—			—			—			—			—			—			(29.0	)		(29.0	)
Depreciation and amortization		(12.8	)		(7.6	)		(13.5	)		(2.8	)		—			(36.7	)		(1.0	)		(37.7	)
Operating earnings (loss)	$	39.8		$	37.5		$	56.2		$	12.1		$	—		$	145.6		$	(88.7	)	$	56.9

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

(b) Foreign exchange losses on Venezuela cash conversion in 2014 and Venezuela devaluation-related charges in 2013.

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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, 2014 and 2013. For the quarter ended March 31, 2014, adjustments to net income included $0.3 million of restructuring costs primarily associated with international operations; $13.2 million of acquisition-related and other costs primarily associated with the rationalization of international manufacturing facilities; $4.0 million of Venezuela foreign exchange losses on cash conversion; $5.9 million of amortization of acquired intangible assets; and $5.7 million of non-cash original issue discount amortization on the convertible notes. Also, included in the adjustments to net income for the quarter ended March 31, 2014 is the tax provision adjustment of $7.7 million, which reflects the normalization of the adjusted results to the Company’s 2014 estimated 34.5% effective tax rate.

For the quarter ended March 31, 2013, adjustments to net loss included $5.0 million 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 December 2012 acquisitions; $29.0 million of Venezuela devaluation-related charges primarily attributable to the devaluation of the Venezuelan Bolivar in February 2013; $5.1 million of amortization of acquired intangible assets; $3.0 million of non-cash original issue discount amortization on the convertible notes; and $17.1 million related to the loss on early extinguishment of debt. Also, included in the adjustments to net loss for the quarter ended March 31, 2013 is the tax provision adjustment of $21.7 million, which reflects the normalization of the adjusted results to the Company’s 2013 estimated 33% effective tax rate.

Note 2: All earnings per share and shares outstanding amounts have been adjusted to reflect the effect of the 3-for-2 split of the Company’s outstanding shares of common stock that occurred during the first quarter of 2013.

Note 3: Organic net sales growth is a non-GAAP measure of net sales growth excluding the impacts of foreign exchange, certain acquisitions and exited businesses 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, 2014:

	Quarter ended March 31, 2014
Reconciliation of Non-GAAP measure
Net sales growth	$	151.1		9.6	%
Foreign exchange impacts		23.0		1.5	%
(Acquisitions)/exited businesses, net		(165.4	)	(10.5	)%
Organic net sales growth	$	8.7		0.6	%

Note 4: 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 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, 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 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 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 net reorganization costs, restructuring costs and acquisition-related and

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other charges, transaction and integration costs, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related 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, non-cash original issue discount amortization and other items. Adjusted gross margin is calculated by dividing adjusted gross profit by net sales. Segment earnings (As Adjusted EBITDA) margin is calculated by dividing segment earnings (As Adjusted EBITDA) by net sales. Adjusted SG&A margin is calculated by dividing adjusted SG&A by net sales. Adjusted net interest expense is calculated by deducting original issue discount amortization from net interest expense. Adjusted income tax provision is calculated by adding the income tax provision adjustment, which reflects the normalization of the adjusted results to the Company’s estimated effective tax rate, to the income tax provision. 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, 2014 and 2013

	in millions
	For the quarters ended
	March 31, 2014		March 31, 2013
Reconciliation of Non-GAAP measure:
Net income (loss)	$	3.7	$	(4.4	)
Income tax provision (benefit)		5.5		(5.4	)
Interest expense, net		54.0		49.6
Loss on early extinguishment of debt		—		17.1
Depreciation and amortization		45.6		37.7
Earnings before interest, taxes, depreciation and amortization (EBITDA)		108.8		94.6
Other adjustments:
Fair market value adjustment to inventory		—		5.0
Venezuela foreign exchange-related charges		4.0		29.0
Restructuring costs, net		0.3		—
Acquisition-related and other costs		13.2		—
As Adjusted EBITDA (Segment Earnings)	$	126.3	$	128.6

Organic net sales growth is a non-GAAP measure of net sales growth excluding the impacts of foreign exchange, certain acquisitions and exited businesses 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, 2014:

	For the quarter ended March 31, 2014
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Eliminations			Consolidated
Reconciliation of Non-GAAP measure:
Net sales growth		40.1	%		(5.3	)%		(1.6	)%		4.8	%		8.5	%		9.6	%
Foreign exchange impacts		0.9	%		3.0	%		1.3	%		(0.4	)%		—			1.5	%
(Acquisitions)/exited businesses, net		(37.2	)%		—			—			—			—			(10.5	)%
Organic net sales growth		3.8	%		(2.3	)%		(0.3	)%		4.4	%		8.5	%		0.6	%

Gross margins
	For the quarters ended March 31,
							Increase/
	2014			2013			(Decrease)
Gross margins, as reported		29.7	%		28.1	%		1.6	%
Fair market value adjustment to inventory		—			0.3	%		(0.3	)%
International manufacturing rationalization and other		0.7	%		—			0.7	%
Adjusted gross margins		30.4	%		28.4	%		2.0	%
Selling, general and administrative expenses (SG&A) as a % of net sales
	For the quarters ended March 31,
							Increase/
	2014			2013			(Decrease)
SG&A as a % of net sales, as reported		26.0	%		24.5	%		1.5	%
Acquisition-related and other costs		(0.1	)%		—			(0.1	)%
Venezuela foreign exchange-related charges		(0.2	)%		(1.9	)%		1.7	%
Amortization of acquired intangible assets		(0.3	)%		(0.3	)%		—
Adjusted SG&A as a % of net sales		25.4	%		22.3	%		3.1	%
Interest expense, net
	For the quarters ended March 31,
							Increase/
	2014			2013			(Decrease)
Interest expense, net as reported	$	54.0		$	49.6		$	4.4
Original issue discount amortization		(5.7	)		(3.0	)		(2.7	)
Adjusted interest expense, net	$	48.3		$	46.6		$	1.7