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Jarden Corporation (Exact Name of Registrant As Specified in Its Charter)

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Jarden Corporation (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 North Military Trail, Boca Raton, FL 33431 (Address of principal executive offices) (Zip code) (561) 447-2520 (Registrant’s telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at October 20, 2014 Common Stock, par value $0.01 per share 128,251,000 shares Table of Contents JARDEN CORPORATION Quarterly Report on Form 10-Q For the three and nine months ended September 30, 2014 INDEX Page Number PART I. FINANCIAL INFORMATION: 3 Item 1. Financial Statements (unaudited): 3 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 3 Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2014 and 2013 4 Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013 5 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 35 PART II. OTHER INFORMATION: 36 Item 1. Legal Proceedings 36 Item 1A. Risk Factors 36 Item 6. Exhibits 37 Signatures 38 Exhibit Index 39 2 Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In millions, except per share amounts) Three months ended Nine months ended September 30, September 30, 2014 2013 2014 2013 Net sales $2,142.2 $1,800.8 $5,849.1 $5,140.3 Cost of sales 1,468.9 1,277.6 4,059.4 3,660.1 Gross profit 673.3 523.2 1,789.7 1,480.2 Selling, general and administrative expenses 442.7 325.9 1,303.2 1,045.4 Restructuring costs, net 0.5 3.0 3.1 4.4 Operating earnings 230.1 194.3 483.4 430.4 Interest expense, net 52.7 47.5 159.6 143.3 Loss on early extinguishment of debt — — 54.4 25.9 Income before taxes 177.4 146.8 269.4 261.2 Income tax provision 68.8 51.9 105.0 94.3 Net income $ 108.6 $ 94.9 $ 164.4 $ 166.9 Earnings per share: Basic $ 0.88 $ 0.85 $ 1.33 $ 1.52 Diluted $ 0.87 $ 0.85 $ 1.30 $ 1.51 Weighted average shares outstanding: Basic 122.9 111.5 123.7 110.1 Diluted 125.1 112.0 126.3 110.7 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In millions) Three months ended Nine months ended September 30, September 30, 2014 2013 2014 2013 Comprehensive income: Net income $ 108.6 $ 94.9 $164.4 $ 166.9 Other comprehensive income (loss), before tax: Cumulative translation adjustment (63.4) 27.3 (57.7) (21.9) Derivative financial instruments 17.7 (13.0) 7.7 3.3 Accrued benefit cost 1.8 1.9 4.1 5.6 Unrealized gain (loss) on investment (4.4) 0.1 — 0.3 Total other comprehensive income (loss), before tax (48.3) 16.3 (45.9) (12.7) Income tax (provision) benefit related to other comprehensive income (loss) (5.2) 3.5 (4.4) (3.4) Comprehensive income $ 55.1 $ 114.7 $114.1 $ 150.8 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents JARDEN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except per share amounts) September 30, December 31, 2014 2013 Assets: Cash and cash equivalents $ 706.3 $ 1,128.5 Accounts receivable, net of allowances of $119.5 and $97.0 at September 30, 2014 and December 31, 2013, respectively 1,378.4 1,196.1 Inventories 1,787.5 1,411.9 Deferred taxes on income 227.9 185.7 Prepaid expenses and other current assets 168.8 161.3 Total current assets 4,268.9 4,083.5 Property, plant and equipment, net 846.5 852.6 Goodwill 2,904.0 2,620.3 Intangibles, net 2,635.8 2,393.0 Other assets 167.8 146.7 Total assets $ 10,823.0 $ 10,096.1 Liabilities: Short-term debt and current portion of long-term debt $ 832.5 $ 655.1 Accounts payable 774.4 664.2 Accrued salaries, wages and employee benefits 210.3 192.6 Other current liabilities 466.4 527.5 Total current liabilities 2,283.6 2,039.4 Long-term debt 4,263.7 4,087.3 Deferred taxes on income 1,237.3 1,065.3 Other non-current liabilities 431.3 354.4 Total liabilities 8,215.9 7,546.4 Commitments and contingencies (see Note 10) — — Stockholders’ equity: Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued at September 30, 2014 and December 31, 2013) — — Common stock ($0.01 par value, 300 shares authorized, 155.6 shares issued at September 30, 2014 and December 31, 2013) 1.6 1.6 Additional paid-in capital 2,505.0 2,381.6 Retained earnings 1,206.6 1,042.2 Accumulated other comprehensive income (loss) (108.9) (58.6) Less: Treasury stock (27.3 and 26.6 shares, at cost, at September 30, 2014 and December 31, 2013, respectively) (997.2) (817.1) Total stockholders’ equity 2,607.1 2,549.7 Total liabilities and stockholders’ equity $ 10,823.0 $ 10,096.1 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions) Nine months ended September 30, 2014 2013 Cash flows from operating activities: Net income $ 164.4 $ 166.9 Reconciliation of net income to net cash provided by (used in) operating activities: Depreciation and amortization 140.8 115.8 Venezuela devaluation-related charges — 27.4 Stock-based compensation 40.7 49.9 Excess tax benefits from stock-based compensation (35.2) (11.4) Other non-cash items 9.0 19.0 Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable (165.6) (112.8) Inventory (331.6) (286.9) Accounts payable 111.6 53.3 Other assets and liabilities 16.0 42.0 Net cash provided by (used in) operating activities (49.9) 63.2 Cash flows from financing activities: Net change in short-term debt 52.7 (11.3) Proceeds from issuance of long-term debt 1,104.8 527.1 Payments on long-term debt (589.6) (376.0) Issuance (repurchase) of common stock, net (269.5) 469.7 Excess tax benefits from stock-based compensation 35.2 11.4 Debt issuance costs (18.1) (12.4) Other (8.2) (4.4) Net cash provided by financing activities 307.3 604.1 Cash flows from investing activities: Additions to property, plant and equipment (149.2) (115.6) Acquisition of businesses, net of cash acquired (517.7) (12.7) Other 3.5 7.8 Net cash used in investing activities (663.4) (120.5) Effect of exchange rate changes on cash and cash equivalents (16.2) (20.6) Net increase (decrease) in cash and cash equivalents (422.2) 526.2 Cash and cash equivalents at beginning of period 1,128.5 1,034.1 Cash and cash equivalents at end of period $ 706.3 $1,560.3 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents JARDEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share data and unless otherwise indicated) (Unaudited) 1.
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