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) July 29, 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 July 29, 2015, we issued a press release announcing our financial results for the three and six months ended June 30, 2015. A copy of our press release announcing our earnings results for the three and six months ended June 30, 2015 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 related charges (deconsolidation, 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 July 29, 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 related charges (deconsolidation, 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 related charges (deconsolidation, 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 July 29, 2015, with respect to our financial results for the three and six months ended June 30, 2015 (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: July 29, 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 July 29, 2015, with respect to our financial results for the three and six months ended June 30, 2015 (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

203-845-5300

Investor Relations: Allison Malkin

ICR, Inc.

203-682-8225

Press: Liz Cohen

Weber Shandwick

212-445-8044

FOR IMMEDIATE RELEASE

JARDEN REPORTS SECOND QUARTER RESULTS

Second Quarter Organic Net Sales Growth of 7%

Record Second Quarter Net Sales of Over $2 Billion

Record Second Quarter Segment Earnings of $259 Million

Miami, FL, July 29, 2015 —Jarden Corporation (NYSE: JAH) today reported its financial results for the second quarter ended June 30, 2015.

For the quarter ended June 30, 2015:

• Organic net sales grew 7.0% or $138 million in the second quarter of 2015;

• Reported net sales were $2.01 billion for the second quarter 2015 and $1.98 billion for the same period in 2014;

• Reported gross margin was 30.3% for second quarter 2015, compared to 30.5% for the same period in 2014;

• Net income of $85.9 million for second quarter of 2015, compared to net income of $52.1 million for the same period in 2014;

• Earnings per share was $0.44 per diluted share for second quarter 2015, compared to earnings of $0.28 per diluted share for the same period in 2014;

• Adjusted gross margin was 31.0% in the second quarter 2015, compared to 30.8% for the same period in 2014;

• Adjusted net income was $116 million in the second quarter of 2015, compared to $116 million for the same period in 2014; and

• Adjusted earnings per share was $0.59 per diluted share in the second quarter of 2015, compared to $0.62 per diluted share for the same period in 2014.

For the six months ended June 30, 2015:

• Organic net sales grew 5.9% or $220 million;

• Reported net sales were $3.74 billion compared to $3.71 billion for the same period in 2014;

• Reported gross margin was 29.6%, compared to 30.1% for the same period in 2014;

• Net income of $30.4 million, compared to net income of $55.8 million for the same period in 2014;

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• Earnings per share was $0.16 per diluted share, compared to $0.29 per diluted share for the same period in 2014;

• Adjusted gross margin was 30.4%, compared to 30.6% for the same period in 2014;

• Adjusted net income was $127 million, compared to $142 million for the same period in 2014; and

• Adjusted earnings per share was $0.65 per diluted share, compared to $0.74 per diluted share for the same period in 2014.

“We are pleased to announce another quarter of record net sales and record segment earnings. The business continues to perform in line with our expectations. Jarden’s authentic brands, supported by innovation and a robust operational platform, continue to drive our performance. We look forward to completing our acquisition of Waddington Group as we move through the third quarter and to leveraging revenue synergies with them across our Branded Consumables segment in the years to come,” said Martin E. Franklin, Executive Chairman.

James E. Lillie, Chief Executive Officer, commented, “Our positive momentum has continued and we are pleased with our progress year-to-date. Posting second quarter organic growth of 7.0% and a six-month organic growth rate of 5.9% further affirms our comfort with meeting or exceeding our goal of 3%-5% average organic annual growth and double digit adjusted earnings per share growth, on a currency neutral basis. It was particularly encouraging that this positive momentum was broad based with each of our segments reporting healthy organic growth.”

Effective March 31, 2015, the Company deconsolidated its businesses in Venezuela and recorded the charges related to this accounting change, which are detailed in the notes to this release.

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 fourth quarter of 2014.

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, July 29, 2015, to further discuss its second quarter results. To listen to the call by telephone, please dial 800-344-6698 (domestic) or 785-830-7979 (international) and provide passcode: 7165138. 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: 7165138 or visit www.jarden.com.

About Jarden Corporation

Jarden Corporation is a diversified, global consumer products company with a portfolio of over 120 trusted, authentic brands. Jarden’s record of strong financial performance and organic growth is supported by a focused operating culture coupled with value enhancing acquisitions and shareholder focused capital allocation. 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®, Envirocooler®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew Cornell®, Mapa®, Millefiori®, NUK®, Pine Mountain®, Quickie®, Spontex®, Tigex®, Yankee Candle® and YOU®; Outdoor Solutions: Abu Garcia®, AeroBed®, Berkley®, Campingaz® and

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Coleman®, Dalbello®, ExOfficio®, Fenwick®, Greys®, Gulp!®, Hardy®, Invicta®, K2®, Marker®, Marmot®, Mitchell®, PENN®, Rawlings®, Shakespeare®, Squadra®, Stearns®, Stren®, Trilene®, Völkl® and Zoot®; and Consumer Solutions: Bionaire®, Breville®, Cadence®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rainbow®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®. Headquartered in Florida, Jarden ranks #348 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, the ability of the Company to close the Waddington Group, Inc. acquisition and the ability of the Company to raise the funds needed to close the Waddington Group, Inc. acquisition. 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)

	Three months ended
	June 30, 2015									June 30, 2014
	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	$	2,005.7		$	—		$	2,005.7		$	1,975.1		$	—		$	1,975.1
Cost of sales		1,398.2			(14.0	)		1,384.2			1,373.1			(5.9	)		1,367.2
Gross profit		607.5			14.0			621.5			602.0			5.9			607.9
		30.3	%					31.0	%		30.5	%					30.8	%
Selling, general and administrative expenses		416.0			(12.4	)		403.6			409.6			(18.7	)		390.9
		20.7	%					20.1	%		20.7	%					19.8	%
Restructuring costs, net		1.9			(1.9	)		—			2.3			(2.3	)		—
Operating earnings		189.6			28.3			217.9			190.1			26.9			217.0
Interest expense, net		51.9			(9.7	)		42.2			52.9			(9.1	)		43.8
Loss on early extinguishment of debt		—			—			—			54.4			(54.4	)		—
Income before taxes		137.7			38.0			175.7			82.8			90.4			173.2
Income tax provision		51.8			7.9			59.7			30.7			26.4			57.1
Net income	$	85.9		$	30.1		$	116.0		$	52.1		$	64.0		$	116.1
Earnings per share:
Basic	$	0.46					$	0.62		$	0.28					$	0.63
Diluted	$	0.44					$	0.59		$	0.28					$	0.62
Weighted average shares outstanding:
Basic		186.2						186.2			184.7						184.7
Diluted		195.4						195.4			187.7						187.7

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except earnings per share)

	Six months ended
	June 30, 2015									June 30, 2014
	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	$	3,737.2		$	—		$	3,737.2		$	3,706.9		$	—		$	3,706.9
Cost of sales		2,629.2			(29.3	)		2,599.9			2,590.5			(17.4	)		2,573.1
Gross profit		1,108.0			29.3			1,137.3			1,116.4			17.4			1,133.8
		29.6	%					30.4	%		30.1	%					30.6	%
Selling, general and administrative expenses		944.7			(85.3	)		859.4			860.5			(30.3	)		830.2
		25.3	%					23.0	%		23.2	%					22.4	%
Restructuring costs, net		4.5			(4.5	)		—			2.6			(2.6	)		—
Operating earnings		158.8			119.1			277.9			253.3			50.3			303.6
Interest expense, net		104.8			(19.3	)		85.5			106.9			(14.8	)		92.1
Loss on early extinguishment of debt		—			—			—			54.4			(54.4	)		—
Income before taxes		54.0			138.4			192.4			92.0			119.5			211.5
Income tax provision		23.6			41.8			65.4			36.2			33.5			69.7
Net income	$	30.4		$	96.6		$	127.0		$	55.8		$	86.0		$	141.8
Earnings per share:
Basic	$	0.16					$	0.68		$	0.30					$	0.76
Diluted	$	0.16					$	0.65		$	0.29					$	0.74
Weighted average shares outstanding:
Basic		185.8						185.8			186.2						186.2
Diluted		194.6						194.6			190.4						190.4

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	June 30, 2015		June 30, 2014		December 31, 2014
Assets:
Cash and cash equivalents	$	729.9	$	665.3	$	1,164.8
Accounts receivable, net		1,256.5		1,265.2		1,277.9
Inventories		1,884.0		1,695.8		1,504.7
Deferred taxes on income		222.0		214.9		166.2
Prepaid expenses and other current assets		164.7		166.3		204.4
Total current assets		4,257.1		4,007.5		4,318.0
Property, plant and equipment, net		810.4		848.9		849.9
Goodwill		2,885.2		2,690.8		2,880.2
Intangible assets, net		2,579.0		2,412.4		2,598.5
Other assets		150.0		168.7		152.7
Total assets	$	10,681.7	$	10,128.3	$	10,799.3
Liabilities and stockholders’ equity:
Short-term debt and current portion of long-term debt	$	588.5	$	767.2	$	594.9
Accounts payable		800.1		724.4		809.9
Accrued salaries, wages and employee benefits		171.6		175.6		195.1
Other current liabilities		425.7		405.5		477.3
Total current liabilities		1,985.9		2,072.7		2,077.2
Long-term debt		4,437.0		3,963.5		4,464.0
Deferred taxes on income		1,228.7		1,164.7		1,222.1
Other non-current liabilities		439.7		378.1		426.7
Total liabilities		8,091.3		7,579.0		8,190.0
Total stockholders’ equity		2,590.4		2,549.3		2,609.3
Total liabilities and stockholders’ equity	$	10,681.7	$	10,128.3	$	10,799.3

See Notes to Earnings Release attached

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JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three months ended						Six months ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Cash flows from operating activities:
Net income	$	85.9		$	52.1		$	30.4		$	55.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		49.5			47.1			97.0			92.7
Venezuela related charges		—			—			60.6			—
Stock-based compensation		2.3			6.1			41.2			41.0
Excess tax benefits from stock-based compensation		(1.7	)		(1.6	)		(21.5	)		(34.9	)
Other non-cash items		1.0			2.1			0.7			(4.9	)
Changes in operating assets and liabilities, net effects from acquisitions:
Accounts receivable		(55.9	)		30.0			(2.3	)		(27.4	)
Inventory		(149.7	)		(61.2	)		(405.3	)		(236.8	)
Accounts payable		77.8			35.3			(8.0	)		58.3
Other current assets and liabilities		39.4			(26.2	)		(64.8	)		(118.2	)
Net cash provided by (used in) operating activities		48.6			83.7			(272.0	)		(174.4	)
Cash flows from financing activities:
Net change in short-term debt		53.8			39.5			(6.4	)		34.0
Proceeds from issuance of long-term debt		2.0			1.4			4.0			691.6
Payments on long-term debt		(12.1	)		(520.9	)		(24.3	)		(551.0	)
Issuance (repurchase) of common stock, net		1.1			(75.9	)		(33.5	)		(269.8	)
Excess tax benefits from stock-based compensation		1.7			1.6			21.5			34.9
Debt issue costs		—			(0.6	)		—			(16.6	)
Other		—			(6.6	)		(0.4	)		(8.2	)
Net cash provided by (used in) financing activities		46.5			(561.5	)		(39.1	)		(85.1	)
Cash flows from investing activities:
Additions to property, plant and equipment		(49.6	)		(58.2	)		(97.7	)		(99.3	)
Acquisition of businesses, net of cash acquired		—			(108.4	)		(33.2	)		(108.4	)
Other		(0.8	)		1.5			39.1			4.8
Net cash used in investing activities		(50.4	)		(165.1	)		(91.8	)		(202.9	)
Effect of exchange rate changes on cash and cash equivalents		4.6			2.0			(32.0	)		(0.8	)
Net increase (decrease) in cash and cash equivalents		49.3			(640.9	)		(434.9	)		(463.2	)
Cash and cash equivalents at beginning of period		680.6			1,306.2			1,164.8			1,128.5
Cash and cash equivalents at end of period	$	729.9		$	665.3		$	729.9		$	665.3

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
Three months ended June 30, 2015
Net sales	$	677.3		$	473.6		$	753.3		$	124.6		$	(23.1	)	$	2,005.7		$	—		$	2,005.7
Segment earnings (loss)	$	115.9		$	64.2		$	84.9		$	19.5		$	—		$	284.5		$	(25.8	)	$	258.7
Adjustments to reconcile to reported operating earnings (loss):
Restructuring costs, net		(1.9	)		—			—			—			—			(1.9	)		—			(1.9	)
Acquisition-related and other costs		(5.5	)		(4.5	)		(6.5	)		—			—			(16.5	)		(1.2	)		(17.7	)
Depreciation and amortization		(21.3	)		(9.3	)		(14.2	)		(3.0	)		—			(47.8	)		(1.7	)		(49.5	)
Operating earnings (loss)	$	87.2		$	50.4		$	64.2		$	16.5		$	—		$	218.3		$	(28.7	)	$	189.6
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Three months ended June 30, 2014
Net sales	$	684.4		$	445.6		$	754.9		$	111.8		$	(21.6	)	$	1,975.1		$	—		$	1,975.1
Segment earnings (loss)	$	105.5		$	55.3		$	100.2		$	18.3		$	—		$	279.3		$	(20.8	)	$	258.5
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		—			(1.3	)		—			—			—			(1.3	)		—			(1.3	)
Restructuring costs, net		—			(0.7	)		(1.6	)		—			—			(2.3	)		—			(2.3	)
Acquisition-related and other costs		(1.4	)		(1.0	)		(5.2	)		—			—			(7.6	)		(0.5	)		(8.1	)
Venezuela related charges (b)		—			—			—			—			—			—			(9.6	)		(9.6	)
Depreciation and amortization		(21.9	)		(6.7	)		(14.3	)		(2.8	)		—			(45.7	)		(1.4	)		(47.1	)
Operating earnings (loss)	$	82.2		$	45.6		$	79.1		$	15.5		$	—		$	222.4		$	(32.3	)	$	190.1

(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.

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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
Six months ended June 30, 2015
Net sales	$	1,322.6		$	852.8		$	1,378.2		$	228.7		$	(45.1	)	$	3,737.2		$	—		$	3,737.2
Segment earnings (loss)	$	190.5		$	94.3		$	125.3		$	30.8		$	—		$	440.9		$	(83.2	)	$	357.7
Adjustments to reconcile to reported operating earnings (loss):
Restructuring costs, net		(2.5	)		—			—			—			—			(2.5	)		(2.0	)		(4.5	)
Acquisition-related and other costs		(9.9	)		(9.2	)		(14.7	)		—			—			(33.8	)		(3.0	)		(36.8	)
Venezuela related charges (b)		—			—			—			—			—			—			(60.6	)		(60.6	)
Depreciation and amortization		(41.8	)		(19.0	)		(27.3	)		(5.8	)		—			(93.9	)		(3.1	)		(97.0	)
Operating earnings (loss)	$	136.3		$	66.1		$	83.3		$	25.0		$	—		$	310.7		$	(151.9	)	$	158.8
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Intercompany Elimination (a)			Total Operating Segments			Corporate/ Unallocated			Consolidated
Six months ended June 30, 2014
Net sales	$	1,306.2		$	789.6		$	1,439.0		$	214.1		$	(42.0	)	$	3,706.9		$	—		$	3,706.9
Segment earnings (loss)	$	180.5		$	91.8		$	155.5		$	30.6		$	—		$	458.4		$	(73.6	)	$	384.8
Adjustments to reconcile to reported operating earnings (loss):
Fair market value adjustment to inventory		—			(1.3	)		—			—			—			(1.3	)		—			(1.3	)
Restructuring costs, net		—			(1.0	)		(1.6	)		—			—			(2.6	)		—			(2.6	)
Acquisition-related and other costs		(6.4	)		(4.0	)		(10.4	)		—			—			(20.8	)		(0.5	)		(21.3	)
Venezuela related charges (b)		—			—			—			—			—			—			(13.6	)		(13.6	)
Depreciation and amortization		(41.9	)		(14.4	)		(28.1	)		(5.6	)		—			(90.0	)		(2.7	)		(92.7	)
Operating earnings (loss)	$	132.2		$	71.1		$	115.4		$	25.0		$	—		$	343.7		$	(90.4	)	$	253.3

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

(b) Venezuela non-cash impairment, balance sheet remeasurement and deconsolidation charges in 2015 and foreign exchange losses on Venezuela cash conversion in 2014.

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JARDEN CORPORATION

NOTES TO EARNINGS RELEASE

Note 1: Adjustments relate to items that are excluded from the “As Reported” results to arrive at the “Adjusted” results for the three and six months ended June 30, 2015 and 2014.

For the three months ended June 30, 2015, adjustments to net income included $1.9 million of restructuring costs primarily associated with lease exit costs; $17.7 million of costs, primarily associated with rationalization of manufacturing and distribution facilities and other product related costs; $8.7 million of amortization of acquired intangible assets; and $9.7 million of non-cash original issue discount amortization on convertible notes. Also included in the adjustments to net income for the three months ended June 30, 2015 is the tax provision adjustment of $7.9 million, which reflects the normalization of the adjusted results to the Company’s 2015 estimated 34% effective tax rate.

For the three months ended June 30, 2014, adjustments to net income included $1.3 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 a tuck-in acquisition; $2.3 million of restructuring costs primarily associated with international operations; $8.1 million of acquisition-related and other costs primarily associated with the rationalization of international manufacturing facilities; $9.6 million of Venezuela foreign exchange losses on cash conversion; $5.6 million of amortization of acquired intangible assets; $9.1 million of non-cash original issue discount amortization on convertible notes; and $54.4 million related to the loss on early extinguishment of debt. Also included in the adjustments to net income for the three months ended June 30, 2014 is the tax provision adjustment of $26.4 million, which reflects the normalization of the adjusted results to the Company’s 2014 estimated 33% effective tax rate.

For the six months ended June 30, 2015, adjustments to net income included $60.6 million of Venezuela related charges, consisting of a non-cash impairment charge related to fixed assets, balance sheet remeasurement charges, and loss on deconsolidation; $36.8 million of costs primarily associated with European distribution realignment, rationalization of manufacturing and distribution facilities and other product related costs, Venezuela inventory write-down, and acquisition-related and other costs; $17.2 million of amortization of acquired intangible assets; $4.5 million of restructuring costs primarily associated with lease exit costs; and $19.3 million of non-cash original issue discount amortization on convertible notes. Also included in the adjustments to net income for the six months ended June 30, 2015 is the tax provision adjustment of $41.8 million, which reflects the normalization of the adjusted results to the Company’s 2015 estimated 34% effective tax rate.

For the six months ended June 30, 2014, adjustments to net income included $1.3 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 a tuck-in acquisition; $2.6 million of restructuring costs primarily associated with international operations; $21.3 million of acquisition-related and other costs primarily associated with the rationalization of international manufacturing facilities; $13.6 million of Venezuela foreign exchange losses on cash conversion; $11.5 million of amortization of acquired intangible assets; $14.8 million of non-cash original issue discount amortization on convertible notes; and $54.4 million related to the loss on early extinguishment of debt. Also included in the adjustments to net income for the six months ended June 30, 2014 is the tax provision adjustment of $33.5 million, which reflects the normalization of the adjusted results to the Company’s 2014 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 fourth quarter of 2014.

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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 three and six months ended June 30, 2015:

	Three months ended June 30, 2015					Six months ended June 30, 2015
Reconciliation of Non-GAAP measure
Net sales increase	$	30.6		1.5	%	$	30.3		0.8	%
Foreign exchange impacts		120.2		6.1	%		212.5		5.7	%
(Acquisitions) exited businesses, net		(13.2	)	(0.6	)%		(23.0	)	(0.6	)%
Organic net sales growth	$	137.6		7.0	%	$	219.8		5.9	%

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 related charges (deconsolidation, 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.

Adjusted gross margins:

	Three months ended									Six months ended
	June 30, 2015			June 30, 2014			Increase/ (Decrease)			June 30, 2015			June 30, 2014			Increase/ (Decrease)
Gross margins as reported		30.3	%		30.5	%		(0.2	)%		29.6	%		30.1	%		(0.5	)%
Fair market value adjustment to inventory		—			0.1	%		(0.1	)%		—			—			—
Acquisition-related and other costs, net		0.7	%		0.2	%		0.5	%		0.8	%		0.5	%		0.3	%
Adjusted gross margins		31.0	%		30.8	%		0.2	%		30.4	%		30.6	%		(0.2	)%

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Adjusted selling, general administrative (SG&A) expenses as a percent of sales:

	Three months ended									Six months ended
	June 30, 2015			June 30, 2014			Increase/ (Decrease)			June 30, 2015			June 30, 2014			Increase/ (Decrease)
Reported SG&A expenses as a percent of sales		20.7	%		20.7	%		—			25.3	%		23.2	%		2.1	%
Acquisition-related and other costs, net		(0.2	)%		(0.1	)%		(0.1	)%		(0.2	)%		(0.1	)%		(0.1	)%
Venezuela related charges		—			(0.5	)%		0.5	%		(1.6	)%		(0.4	)%		(1.2	)%
Amortization of acquired intangibles		(0.4	)%		(0.3	)%		(0.1	)%		(0.5	)%		(0.3	)%		(0.2	)%
Adjusted SG&A expenses as a percent of sales		20.1	%		19.8	%		0.3	%		23.0	%		22.4	%		0.6	%

# # #

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EX-99.2

Exhibit 99.2

JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the three and six months ended June 30, 2015 and 2014 in millions

Segment earnings:

	Three months ended				Six months ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Net income	$	85.9	$	52.1	$	30.4	$	55.8
Income tax provision		51.8		30.7		23.6		36.2
Interest expense, net		51.9		52.9		104.8		106.9
Loss on early extinguishment of debt		—		54.4		—		54.4
Depreciation and amortization		49.5		47.1		97.0		92.7
Earnings before interest, taxes, depreciation and amortization (EBITDA)		239.1		237.2		255.8		346.0
Other adjustments:
Fair market value adjustment to inventory		—		1.3		—		1.3
Restructuring costs, net		1.9		2.3		4.5		2.6
Acquisition-related and other costs, net		17.7		8.1		36.8		21.3
Venezuela related charges (a)		—		9.6		60.6		13.6
Segment earnings (As Adjusted EBITDA)	$	258.7	$	258.5	$	357.7	$	384.8

(a) Venezuela non-cash impairment, balance sheet remeasurement and deconsolidation charges in 2015, and foreign exchange losses on Venezuela cash conversion in 2014.

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 three and six months ended June 30, 2015:

	Three months ended June 30, 2015
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Eliminations			Consolidated
Net sales growth (decrease)		(1.0	)%		6.3	%		(0.2	)%		11.4	%		6.9	%		1.5	%
Foreign exchange impacts		6.0	%		6.4	%		6.6	%		0.6	%		—			6.1	%
(Acquisitions) exited businesses, net		—			(3.0	)%		—			—			—			(0.6	)%
Organic net sales growth		5.0	%		9.7	%		6.4	%		12.0	%		6.9	%		7.0	%
	Six months ended June 30, 2015
	Branded Consumables			Consumer Solutions			Outdoor Solutions			Process Solutions			Eliminations			Consolidated
Net sales growth (decrease)		1.3	%		8.0	%		(4.2	)%		6.8	%		7.4	%		0.8	%
Foreign exchange impacts		6.0	%		5.7	%		6.1	%		0.5	%		—			5.7	%
(Acquisitions) exited businesses, net		—			(2.9	)%		—			—			—			(0.6	)%
Organic net sales growth		7.3	%		10.8	%		1.9	%		7.3	%		7.4	%		5.9	%

Adjusted gross margins:

	Three months ended									Six months ended
	June 30, 2015			June 30, 2014			Increase/ (Decrease)			June 30, 2015			June 30, 2014			Increase/ (Decrease)
Gross margins as reported		30.3	%		30.5	%		(0.2	)%		29.6	%		30.1	%		(0.5	)%
Fair market value adjustment to inventory		—			0.1	%		(0.1	)%		—			—			—
Acquisition-related and other costs, net		0.7	%		0.2	%		0.5	%		0.8	%		0.5	%		0.3	%
Adjusted gross margins		31.0	%		30.8	%		0.2	%		30.4	%		30.6	%		(0.2	)%

Adjusted selling, general administrative (SG&A) expenses as a percent of sales:

	Three months ended									Six months ended
	June 30, 2015			June 30, 2014			Increase/ (Decrease)			June 30, 2015			June 30, 2014			Increase/ (Decrease)
Reported SG&A expenses as a percent of sales		20.7	%		20.7	%		—			25.3	%		23.2	%		2.1	%
Acquisition-related and other costs, net		(0.2	)%		(0.1	)%		(0.1	)%		(0.2	)%		(0.1	)%		(0.1	)%
Venezuela related charges		—			(0.5	)%		0.5	%		(1.6	)%		(0.4	)%		(1.2	)%
Amortization of acquired intangibles		(0.4	)%		(0.3	)%		(0.1	)%		(0.5	)%		(0.3	)%		(0.2	)%
Adjusted SG&A expenses as a percent of sales		20.1	%		19.8	%		0.3	%		23.0	%		22.4	%		0.6	%

2015 Adjusted diluted earnings per share:

Adjusted diluted earnings per share is calculated based on GAAP earnings per diluted share but excluding the impact of certain restructuring, non-operational and non-cash charges and credits. At this time, management is not able to estimate the aggregate impact, if any, of these items in 2015 and therefore is not able to provide a corresponding GAAP equivalent for its adjusted earnings per diluted share guidance.