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) February 12, 2015

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 February 12, 2015, we issued a press release announcing our financial results for the quarter and year ended December 31, 2014. A copy of our press release announcing our earnings results for the quarter and year ended December 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 organic net sales growth, adjusted gross margin, adjusted selling, general and administrative expenses, segment earnings, adjusted net interest expense, adjusted income tax provision, adjusted net income and adjusted basic 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 impairment charges of goodwill, intangibles and other assets, certain restructuring costs, acquisition-related and other costs, non-cash purchase accounting adjustments, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, non-cash stock-based compensation costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, non-cash original issue discount amortization and other items, as applicable. 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 February 12, 2015 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 management 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 impairment charges of goodwill, intangibles and other assets, certain restructuring costs, acquisition-related and other costs, non-cash purchase accounting adjustments, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, non-cash stock-based compensation costs, 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 impairment charges of goodwill, intangibles and other assets, certain restructuring costs, acquisition-related and other costs, non-cash purchase accounting adjustments, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, gain (loss) on 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 February 12, 2015, with respect to our financial results for the quarter and year ended December 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: February 12, 2015

	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 February 12, 2015, with respect to our financial results for the quarter and year ended December 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 FOURTH QUARTER AND 2014 FULL YEAR RESULTS

Record Fourth Quarter Net Sales of $2.44 Billion

Record Fourth Quarter Organic Net Sales Growth of 11.4%

Record Fourth Quarter Segment Earnings of $411 Million and Margin of 16.8%

Fourth Quarter Adjusted Diluted Earnings per Share Increases 32% to $1.15

Miami, FL, February 12, 2015 — Jarden Corporation (NYSE: JAH) today reported its financial results for the fourth quarter and year ended December 31, 2014.

For the quarter ended December 31, 2014:

• Organic net sales grew 11.4% or $252 million;

• Reported net sales grew 10.0% or $222 million to $2.44 billion, compared to $2.22 billion for the same period in 2013;

• Reported gross margin was 34.6% compared to 28.6% for the same period in 2013;

• Net income was $78.1 million, compared to $37.0 million for the same period in 2013;

• Earnings per share was $0.41 per diluted share, compared to $0.19 per diluted share for the same period in 2013;

• Adjusted gross margin was 34.5% compared to 33.0% for the same period in 2013;

• Adjusted net income was $220 million, compared to $167 million for the same period in 2013; and

• Adjusted earnings per share was $1.15 per diluted share, compared to $0.87 per diluted share for the same period in 2013.

For the year ended December 31, 2014:

• Organic net sales grew 5.8% or $430 million;

• Reported net sales grew 12.7% or $931 million to $8.29 billion, compared to $7.36 billion for the same period in 2013;

• Reported gross margin was 31.8% compared to 28.7% for the same period in 2013;

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• Net income was $243 million, compared to net income of $204 million for the same period in 2013;

• Earnings per share was $1.28 per diluted share, compared to $1.18 per diluted share for the same period in 2013;

• Adjusted gross margin was 32.2% compared to 30.3% for the same period in 2013;

• Adjusted net income was $512 million, compared to $413 million for the same period in 2013; and

• Adjusted earnings per share was $2.70 per diluted share, compared to $2.39 per diluted share for the same period in 2013.

“The fourth quarter marked a great end to a strong year of growth,” said Martin E. Franklin, Executive Chairman. “We are pleased to have met or exceeded expectations over the past 13 years. We remain as focused as ever on meeting the needs of our customers with value-added products and compelling, trusted brands. Our management team and dedicated employees are committed to driving our performance and to delivering our long-term goals. Jarden once again was the top performing stock as compared to Household and Personal Care peers in the S&P 500 Consumer Staples Index for 2014 on a one-, five-, and ten-year basis. We are proud of our track record and look forward to continuing our positive performance in 2015 and beyond.”

James E. Lillie, Chief Executive Officer commented, “Our results reflect broad-based portfolio strength and disciplined execution. New records were set both in the fourth quarter and full year 2014 across many metrics, such as revenues, gross margins on a reported as well as on an as adjusted basis, segment earnings, and adjusted diluted earnings per share. Our results from 2014 mark a solid start to achieving our long-term financial goals. We have entered the year with positive momentum and are focused on achieving our 2015 guidance.”

All earnings per share and shares outstanding amounts have been adjusted to reflect the effects of the 3-for-2 splits of the Company’s outstanding shares of common stock that occurred during the fourth quarter of 2014 and 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. (EST) today, February 12, 2015, to further discuss its fourth quarter and full year results. To listen to the call by telephone, please dial 800-344-6698 (domestic) or 785-830-7979 (international) and provide passcode: 8716011. 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: 8716011 or visit www.jarden.com.

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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 #356 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, 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 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
	December 31, 2014							December 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	$	2,438.0	$	—		$	2,438.0	$	2,215.6	$	—		$	2,215.6
Cost of sales		1,594.8		2.2			1,597.0		1,581.1		(97.7	)		1,483.4
Gross profit		843.2		(2.2	)		841.0		634.5		97.7			732.2
Selling, general and administrative expenses		656.8		(185.0	)		471.8		474.4		(38.9	)		435.5
Restructuring costs, net		4.6		(4.6	)		—		17.6		(17.6	)		—
Impairment of goodwill, intangibles and other assets		25.4		(25.4	)		—		—		—			—
Operating earnings		156.4		212.8			369.2		142.5		154.2			296.7
Interest expense, net		50.7		(9.4	)		41.3		52.1		(4.9	)		47.2
Loss on early extinguishment of debt		2.3		(2.3	)		—		—		—			—
Income before taxes		103.4		224.5			327.9		90.4		159.1			249.5
Income tax provision		25.3		82.9			108.2		53.4		28.9			82.3
Net income	$	78.1	$	141.6		$	219.7	$	37.0	$	130.2		$	167.2
Earnings per share:
Basic	$	0.42				$	1.19	$	0.20				$	0.89
Diluted	$	0.41				$	1.15	$	0.19				$	0.87
Weighted average shares outstanding:
Basic		184.6					184.6		187.0					187.0
Diluted		190.7					190.7		191.7					191.7

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except earnings per share)

	Years ended
	December 31, 2014							December 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	$	8,287.1	$	—		$	8,287.1	$	7,355.9	$	—		$	7,355.9
Cost of sales		5,654.2		(33.5	)		5,620.7		5,241.2		(111.2	)		5,130.0
Gross profit		2,632.9		33.5			2,666.4		2,114.7		111.2			2,225.9
Selling, general and administrative expenses		1,960.0		(234.0	)		1,726.0		1,519.8		(89.7	)		1,430.1
Restructuring costs, net		7.7		(7.7	)		—		22.0		(22.0	)		—
Impairment of goodwill, intangibles and other assets		25.4		(25.4	)		—		—		—			—
Operating earnings		639.8		300.6			940.4		572.9		222.9			795.8
Interest expense, net		210.3		(33.6	)		176.7		195.4		(16.1	)		179.3
Loss on early extinguishment of debt		56.7		(56.7	)		—		25.9		(25.9	)		—
Income before taxes		372.8		390.9			763.7		351.6		264.9			616.5
Income tax provision		130.3		121.7			252.0		147.7		55.7			203.4
Net income	$	242.5	$	269.2		$	511.7	$	203.9	$	209.2		$	413.1
Earnings per share:
Basic	$	1.31				$	2.76	$	1.20				$	2.42
Diluted	$	1.28				$	2.70	$	1.18				$	2.39
Weighted average shares outstanding:
Basic		185.3					185.3		170.6					170.6
Diluted		189.8					189.8		172.5					172.5

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	December 31, 2014		December 31, 2013
Assets:
Cash and cash equivalents	$	1,164.8	$	1,128.5
Accounts receivable, net		1,277.9		1,196.1
Inventories		1,504.7		1,411.9
Deferred taxes on income		166.2		185.7
Prepaid expenses and other current assets		204.4		161.3
Total current assets		4,318.0		4,083.5
Property, plant and equipment, net		849.9		852.6
Goodwill		2,880.2		2,620.3
Intangible assets, net		2,598.5		2,393.0
Other assets		152.7		146.7
Total assets	$	10,799.3	$	10,096.1
Liabilities and stockholders’ equity:
Short-term debt and current portion of long-term debt	$	594.9	$	655.1
Accounts payable		809.9		664.2
Accrued salaries, wages and employee benefits		195.1		192.6
Other current liabilities		477.3		527.5
Total current liabilities		2,077.2		2,039.4
Long-term debt		4,464.0		4,087.3
Deferred taxes on income		1,222.1		1,065.3
Other non-current liabilities		426.7		354.4
Total liabilities		8,190.0		7,546.4
Total stockholders’ equity		2,609.3		2,549.7
Total liabilities and stockholders’ equity	$	10,799.3	$	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						Years ended
	December 31, 2014			December 31, 2013			December 31, 2014			December 31, 2013
Cash flows from operating activities:
Net income	$	78.1		$	37.0		$	242.5		$	203.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50.3			50.1			191.1			165.9
Impairment of goodwill, intangibles and other assets		25.4			—			25.4			—
Venezuela devaluation-related charges		150.9			—			150.9			27.4
Stock-based compensation		9.0			45.9			49.7			95.8
Excess tax benefits from stock-based compensation		(2.8	)		(0.2	)		(38.0	)		(11.6	)
Other non-cash items		(19.0	)		(19.0	)		(10.0	)		—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		56.5			129.7			(109.1	)		16.9
Inventory		256.0			390.8			(75.6	)		103.9
Accounts payable		48.4			(48.8	)		160.0			4.5
Other current assets and liabilities		24.1			19.8			40.1			61.8
Net cash provided by operating activities		676.9			605.3			627.0			668.5
Cash flows from financing activities:
Net change in short-term debt		(27.3	)		113.3			25.4			102.0
Proceeds from issuance of long-term debt		660.0			746.3			1,764.8			1,273.4
Payments on long-term debt		(658.4	)		(31.7	)		(1,248.0	)		(407.7	)
Issuance/(repurchase) of common stock, net		(15.8	)		(19.2	)		(285.3	)		450.5
Excess tax benefits from stock-based compensation		2.8			0.2			38.0			11.6
Debt issue costs		(3.3	)		(7.4	)		(21.4	)		(19.8	)
Other		0.2			—			(8.0	)		(4.4	)
Net cash (used in) provided by financing activities		(41.8	)		801.5			265.5			1,405.6
Cash flows from investing activities:
Additions to property, plant and equipment		(52.9	)		(95.4	)		(202.1	)		(211.0	)
Acquisition of businesses, net of cash acquired		1.4			(1,807.4	)		(517.4	)		(1,820.1	)
Other		3.4			65.9			8.0			73.7
Net cash used in investing activities		(48.1	)		(1,836.9	)		(711.5	)		(1,957.4	)
Effect of exchange rate changes on cash and cash equivalents		(128.5	)		(1.7	)		(144.7	)		(22.3	)
Net increase (decrease) in cash and cash equivalents		458.5			(431.8	)		36.3			94.4
Cash and cash equivalents at beginning of period		706.3			1,560.3			1,128.5			1,034.1
Cash and cash equivalents at end of period	$	1,164.8		$	1,128.5		$	1,164.8		$	1,128.5
Supplemental cash disclosure:
Interest paid							$	182.8		$	180.4
Make-whole interest								42.3			12.3
Taxes paid								126.1			72.4

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 December 31, 2014
Net sales	$	919.4		$	809.6		$	621.1		$	108.5		$	(20.6	)	$	2,438.0		$	—		$	2,438.0
Segment earnings (loss)	$	205.0		$	168.1		$	59.1		$	9.6		$	—		$	441.8		$	(31.0	)	$	410.8
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		(0.6	)		(9.2	)		—			—			—			(9.8	)		—			(9.8	)
Restructuring costs, net		(3.6	)		(0.3	)		(0.7	)		—			—			(4.6	)		—			(4.6	)
Acquisition-related and other costs, net (b)		(10.5	)		31.9			(23.6	)		—			—			(2.2	)		(4.4	)		(6.6	)
Foreign exchange-related charges (c)		—			—			—			—			—			—			(157.7	)		(157.7	)
Impairment of goodwill, intangibles and other assets		(13.9	)		(0.7	)		(9.9	)		(0.9	)		—			(25.4	)		—			(25.4	)
Depreciation and amortization		(22.3	)		(10.0	)		(13.3	)		(3.0	)		—			(48.6	)		(1.7	)		(50.3	)
Operating earnings (loss)	$	154.1		$	179.8		$	11.6		$	5.7		$	—		$	351.2		$	(194.8	)	$	156.4

	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Quarter ended December 31, 2013
Net sales	$	823.5		$	696.8		$	617.8		$	96.4		$	(18.9	)	$	2,215.6		$	—		$	2,215.6
Segment earnings (loss)	$	188.7		$	119.2		$	48.7		$	8.6		$	—		$	365.2		$	(26.5	)	$	338.7
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		(78.9	)		—			—			—			—			(78.9	)		—			(78.9	)
Restructuring costs, net		(7.0	)		(0.3	)		(10.3	)		—			—			(17.6	)		—			(17.6	)
Acquisition-related and other costs, net		(6.5	)		(1.4	)		(25.1	)		—			—			(33.0	)		22.2			(10.8	)
Stock compensation adjustment		—			—			—			—			—			—			(38.8	)		(38.8	)
Depreciation and amortization		(22.3	)		(8.8	)		(15.2	)		(2.9	)		—			(49.2	)		(0.9	)		(50.1	)
Operating earnings (loss)	$	74.0		$	108.7		$	(1.9	)	$	5.7		$	—		$	186.5		$	(44.0	)	$	142.5

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

(b) Includes a gain of $38.7 million related to the sale of an Asian manufacturing operation in the Consumer Solutions segment.

(c) Foreign exchange-related losses on Venezuela balance sheet remeasurement charge and cash conversion costs in 2014.

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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
Year ended December 31, 2014
Net sales	$	2,993.6		$	2,211.6		$	2,739.2		$	427.5		$	(84.8	)	$	8,287.1		$	—		$	8,287.1
Segment earnings (loss)	$	520.6		$	358.0		$	302.3		$	52.0		$	—		$	1,232.9		$	(128.9	)	$	1,104.0
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		(2.1	)		(21.3	)		—			—			—			(23.4	)		—			(23.4	)
Restructuring costs, net		(3.6	)		(1.8	)		(2.3	)		—			—			(7.7	)		—			(7.7	)
Acquisition-related and other costs, net (b)		(19.6	)		27.8			(41.1	)		—			—			(32.9	)		(9.1	)		(42.0	)
Foreign exchange-related charges (c)		—			—			—			—			—			—			(174.6	)		(174.6	)
Impairment of goodwill, intangibles and other assets		(13.9	)		(0.7	)		(9.9	)		(0.9	)		—			(25.4	)		—			(25.4	)
Depreciation and amortization		(86.1	)		(32.4	)		(55.6	)		(11.3	)		—			(185.4	)		(5.7	)		(191.1	)
Operating earnings (loss)	$	395.3		$	329.6		$	193.4		$	39.8		$	—		$	958.1		$	(318.3	)	$	639.8

	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Year ended December 31, 2013
Net sales	$	2,266.6		$	2,040.0		$	2,724.4		$	403.6		$	(78.7	)	$	7,355.9		$	—		$	7,355.9
Segment earnings (loss)	$	411.1		$	307.2		$	298.4		$	51.7		$	—		$	1,068.4		$	(132.4	)	$	936.0
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		(82.4	)		—			(7.4	)		—			—			(89.8	)		—			(89.8	)
Restructuring costs, net		(7.0	)		(3.3	)		(11.7	)		—			—			(22.0	)		—			(22.0	)
Acquisition-related and other costs, net		(7.4	)		(1.4	)		(25.9	)		—			—			(34.7	)		17.1			(17.6	)
Foreign exchange-related charges (c)		—			—			—			—			—			—			(29.0	)		(29.0	)
Stock compensation adjustment		—			—			—			—			—			—			(38.8	)		(38.8	)
Depreciation and amortization		(60.8	)		(32.5	)		(57.3	)		(11.3	)		—			(161.9	)		(4.0	)		(165.9	)
Operating earnings (loss)	$	253.5		$	270.0		$	196.1		$	40.4		$	—		$	760.0		$	(187.1	)	$	572.9

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

(b) Includes a gain of $38.7 million related to the sale of an Asian manufacturing operation in the Consumer Solutions segment.

(c) Foreign exchange-related losses on Venezuela balance sheet remeasurement charge and cash conversion costs in 2014. 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 and years ended December 31, 2014 and 2013.

For the quarter ended December 31, 2014, adjustments to net income included $9.8 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 prior period acquisitions; net $4.6 million of restructuring costs primarily associated with international operations; net $6.6 million of acquisition-related and other costs, primarily associated with the rationalization of international manufacturing facilities and acquisition transaction costs, including a $38.7 million gain from sale of an Asian manufacturing operation of Consumer Solutions; $157.7 million of Venezuela foreign exchange-related losses primarily associated with a balance sheet remeasurement charge and cash conversion costs; $8.7 million of amortization of acquired intangible assets; $25.4 million impairment of intangible assets; $9.4 million of non-cash original issue discount amortization on convertible notes; and $2.3 million related to the loss on early extinguishment of debt. Also included in the adjustments to net income for the quarter ended December 31, 2014 is the tax provision adjustment of $82.9 million, which reflects the normalization of the adjusted results to the Company’s 2014 estimated 33% effective tax rate.

For the quarter ended December 31, 2013, adjustments to net income included $78.9 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 the Yankee Candle acquisition; $17.6 million of restructuring costs associated with international operations; $1.8 million of accelerated depreciation primarily associated with the rationalization of international manufacturing facilities; $33.0 million of acquisition-related and other costs primarily associated with acquisition transaction costs and rationalization of international manufacturing facilities; $22.2 million net gain, primarily associated with the gain on sale of an investment; $38.8 million of a non-cash stock compensation adjustment, associated with certain restricted stock; $6.3 million of amortization of acquired intangible assets; and $4.9 million of non-cash original issue discount amortization on convertible notes. Also included in the adjustments to net income for the quarter ended December 31, 2013 is the tax provision adjustment of $28.9 million, which reflects the normalization of the adjusted results to the Company’s 2013 estimated 33% effective tax rate.

For the year ended December 31, 2014, adjustments to net income included $23.4 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 acquisitions; net $7.7 million of restructuring costs primarily associated with international operations; net $42.0 million of acquisition-related and other costs primarily associated with the rationalization of international manufacturing facilities and acquisition transaction costs, including a $38.7 million gain from sale of an Asian manufacturing operation of Consumer Solutions; $174.6 million of Venezuela foreign exchange-related losses primarily associated with a balance sheet remeasurement charge and cash conversion costs; $27.5 million of amortization of acquired intangible assets; $25.4 million impairment of intangible assets; $33.6 million of non-cash original issue discount amortization on convertible notes; and $56.7 million related to the loss on early extinguishment of debt. Also included in the adjustments to net income for the year ended December 31, 2014 is the tax provision adjustment of $121.7 million, which reflects the normalization of the adjusted results to the Company’s 2014 estimated 33% effective tax rate.

For the year ended December 31, 2013, adjustments to net income included $89.8 million associated with the manufacturer’s profit in inventory charged to cost of sales, which is the purchase accounting fair value adjustment to inventory, primarily associated with the Yankee Candle acquisition; $22.0 million of restructuring costs associated with international operations; $4.0 million of accelerated depreciation primarily associated with the rationalization of international manufacturing facilities; $29.0 million of Venezuela devaluation-related charges primarily attributable to the devaluation of the Venezuelan Bolivar in February 2013; $34.7 million of acquisition-related and other costs primarily associated with acquisition transaction costs and rationalization of international manufacturing facilities; $17.1 million net gain, primarily associated with the gain on sale of an investment; $38.8 million of a non-cash stock compensation adjustment, associated with certain restricted stock; $21.7 million of amortization of acquired intangible assets; $16.1 million of non-cash original issue discount amortization on convertible notes; and $25.9 million related to the loss on early extinguishment of debt. Also included in the adjustments to net income for the year ended December 31, 2013 is the tax provision adjustment of $55.7 million, which reflects the normalization of the adjusted results to the Company’s 2013 estimated 33% effective tax rate.

- 10 -

Note 2: All earnings per share and shares outstanding amounts have been adjusted to reflect the effects of the 3-for-2 splits of the Company’s outstanding shares of common stock that occurred during the fourth quarter of 2014 and 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 and year ended December 31, 2014:

	Quarter ended December 31, 2014					Year ended December 31, 2014
Reconciliation of Non-GAAP measure
Net sales growth	$	222.4		10.0	%	$	931.2		12.7	%
Foreign exchange impacts		64.7		3.0	%		100.8		1.4	%
(Acquisitions)/exited businesses and other, net		(34.7	)	(1.6	)%		(602.2	)	(8.3	)%
Organic net sales growth	$	252.4		11.4	%	$	429.8		5.8	%

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 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, non-cash impairment charges of goodwill, intangibles and other assets, adjustments relating to certain restructuring costs, acquisition-related and other costs, non-cash purchase accounting adjustments, the elimination of manufacturer’s profit in inventory, Venezuela hyperinflationary and foreign exchange-related charges, non-cash stock-based compensation costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, non-cash original issue discount amortization and other items, as applicable. 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 selling, general and administrative expenses (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 Non-GAAP Financial Measures For the quarters and years ended December 31, 2014 and 2013 in millions

Segment earnings:

	For the quarters ended				For the years ended
	December 31, 2014		December 31, 2013		December 31, 2014		December 31, 2013
Net income	$	78.1	$	37.0	$	242.5	$	203.9
Income tax provision		25.3		53.4		130.3		147.7
Interest expense, net		50.7		52.1		210.3		195.4
Loss on early extinguishment of debt		2.3		—		56.7		25.9
Depreciation and amortization		50.3		50.1		191.1		165.9
Earnings before interest, taxes, depreciation and amortization (EBITDA)		206.7		192.6		830.9		738.8
Other adjustments:
Fair market value adjustment to inventory		9.8		78.9		23.4		89.8
Restructuring costs, net		4.6		17.6		7.7		22.0
Acquisition-related and other costs, net (a)		6.6		10.8		42.0		17.6
Foreign exchange-related charges (b)		157.7		—		174.6		29.0
Stock compensation adjustment		—		38.8		—		38.8
Impairment of intangible assets		25.4		—		25.4		—
Segment earnings (As Adjusted EBITDA)	$	410.8	$	338.7	$	1,104.0	$	936.0

(a) Includes a gain of $38.7 million related to the sale of an Asian manufacturing operation.

(b) Foreign exchange-related losses on Venezuela balance sheet remeasurement charge and cash conversion costs in 2014. Venezuela devaluation-related charges in 2013

Segment earnings margins:

	For the quarters ended									For the years ended
	December 31, 2014			December 31, 2013			Increase/ (Decrease)			December 31, 2014			December 31, 2013			Increase/ (Decrease)
Net sales	$	2,438.0		$	2,215.6					$	8,287.1		$	7,355.9
Segment earnings		410.8			338.7			72.1			1,104.0			936.0			168.0
Segment earnings margin		16.8	%		15.3	%		1.5	%		13.3	%		12.7	%		0.6	%

Organic net sales:

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 tables provide reconciliation of organic net sales growth to the comparable GAAP measure of net sales growth for the quarter and year ended December 31, 2014:

	For the quarter ended December 31, 2014
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Eliminations			Consolidated
Net sales growth		11.6	%		16.2	%		0.5	%		12.6	%		9.0	%		10.0	%
Foreign exchange impacts		2.6	%		2.6	%		4.1	%		0.1	%		—			3.0	%
(Acquisitions)/exited businesses and other, net		(0.8	)%		(3.9	)%		—			—			—			(1.6	)%
Organic net sales growth		13.4	%		14.9	%		4.6	%		12.7	%		9.0	%		11.4	%
Excluding impact of Cadence		—			(5.0	)%		—			—			—			(1.6	)%
Organic net sales growth, excluding impact of Cadence		13.4	%		9.9	%		4.6	%		12.7	%		9.0	%		9.8	%

	For the year ended December 31, 2014
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Eliminations			Consolidated
Net sales growth		32.1	%		8.4	%		0.5	%		5.9	%		7.8	%		12.7	%
Foreign exchange impacts		1.3	%		1.8	%		1.4	%		(0.3	)%		—			1.4	%
(Acquisitions)/exited businesses and other, net		(24.5	)%		(2.3	)%		—			—			—			(8.3	)%
Organic net sales growth		8.9	%		7.9	%		1.9	%		5.6	%		7.8	%		5.8	%
Excluding impact of Cadence		—			(3.3	)%		—			—			—			(0.9	)%
Organic net sales growth, excluding impact of Cadence		8.9	%		4.6	%		1.9	%		5.6	%		7.8	%		4.9	%

Adjusted gross margins:

	For the quarters ended									For the years ended
	December 31, 2014			December 31, 2013			Increase/ (Decrease)			December 31, 2014			December 31, 2013			Increase/ (Decrease)
Gross margins as reported		34.6	%		28.6	%		6.0	%		31.8	%		28.7	%		3.1	%
Fair market value adjustment to inventory		0.4	%		3.5	%		(3.1	)%		0.3	%		1.2	%		(0.9	)%
Acquisition-related and other costs, net		(0.5	)%		0.8	%		(1.3	)%		0.1	%		0.3	%		(0.2	)%
Accelerated depreciation		—			0.1	%		(0.1	)%		—			0.1	%		(0.1	)%
Adjusted gross margins		34.5	%		33.0	%		1.5	%		32.2	%		30.3	%		1.9	%

Adjusted selling, general administrative costs as a percent of sales:

	For the quarters ended									For the years ended
	December 31, 2014			December 31, 2013			Increase/ (Decrease)			December 31, 2014			December 31, 2013			Increase/ (Decrease)
Reported selling, general and administrative cost as a percent of sales		26.9	%		21.4	%		5.5	%		23.7	%		20.7	%		3.0	%
Acquisition-related and other costs, net		(0.8	)%		0.3	%		(1.1	)%		(0.4	)%		—			(0.4	)%
Foreign-exchange related charges		(6.4	)%		—			(6.4	)%		(2.1	)%		(0.4	)%		(1.7	)%
Stock compensation adjustment		—			(1.7	)%		1.7	%		—			(0.5	)%		0.5	%
Amortization of acquired intangibles		(0.3	)%		(0.3	)%		—			(0.4	)%		(0.4	)%		—
Adjusted selling, general and administrative cost as a percent of sales		19.4	%		19.7	%		(0.3	)%		20.8	%		19.4	%		1.4	%