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FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2012
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COMMISSION FILE NUMBER
1-9608
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DELAWARE
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36-3514169
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Three Glenlake Parkway
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30328
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Atlanta, Georgia
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(Zip Code)
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(Address of principal executive offices)
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TITLE OF EACH CLASS
Common Stock, $1 par value per share
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NAME OF EACH EXCHANGE
ON WHICH REGISTERED
New York Stock Exchange
Chicago Stock Exchange
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Statement of Computation of Earnings to Fixed Charges
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Significant Subsidiaries
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Consent of Independent Registered Public Accounting Firm
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302 Certification of Chief Executive Officer
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302 Certification of Chief Financial Officer
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906 Certification of Chief Executive Officer
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906 Certification of Chief Financial Officer
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•
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Home Solutions
: Rubbermaid
®
, Calphalon
®
, Levolor
®
, Kirsch
®
and Goody
®
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•
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Writing
: Sharpie
®
, Paper Mate
®
, Expo
®
, Prismacolor
®
, Parker
®
and Waterman
®
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•
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Tools
: Irwin
®
and Lenox
®
tools and Dymo
®
Industrial
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•
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Commercial Products
: Rubbermaid Commercial Products
®
and Rubbermaid
®
Healthcare
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•
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Baby & Parenting
: Graco
®
, Aprica
®
and Teutonia
®
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•
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Specialty
: Bulldog
®
, Ashland
™
, Shur-Line
®
, Dymo
®
Office, Endicia
®
and Mimio
®
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◦
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A brand-led business with a strong home in the United States and global ambition.
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◦
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Consumer brands that win at the point of decision through excellence in performance, design and innovation.
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◦
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Professional brands that win the loyalty of the chooser by improving the productivity and performance of the user.
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◦
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Collaboration with our partners across the total enterprise in a shared commitment to growth and creating value.
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◦
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Delivering competitive returns to shareholders through consistent, sustainable and profitable growth.
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◦
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Win Bigger — Deploying resources to businesses and regions with higher growth opportunities through investments in innovation and geographic expansion.
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◦
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Win Where We Are — Optimizing the performance of businesses and brands in existing markets by investing in innovation to increase market share and reducing structural spend within the existing geographic footprint.
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◦
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Incubate For Growth — Investing in businesses that have unique opportunities for growth, with a primary focus on businesses that are in the early stages of the business cycle.
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◦
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Make The Brands Really Matter — Sharpening brand strategies on the highest impact growth levers and partnering to win with customers and suppliers.
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◦
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Build An Execution Powerhouse — Realigning the customer development organization and developing joint business plans for new channel penetration and broader distribution.
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◦
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Unlock Trapped Capacity For Growth — Delivering savings from ongoing restructuring projects, working capital reductions and simplification of business processes.
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◦
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Develop The Team For Growth — Driving a performance culture aligned to the business strategy and building a more global perspective and talent base.
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◦
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Extend Beyond Our Borders — Accelerating investments and growth in emerging markets.
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◦
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Organizational Simplification: The Company has de-layered its top structure by eliminating the two groups (Newell Consumer and Newell Professional) and further consolidating its businesses from nine GBUs to six business segments.
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◦
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EMEA Simplification: The Company will focus its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.
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◦
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Best Cost Finance: The Company will deliver a simplified approach to decision support, transaction processing and information management by leveraging SAP and the streamlined business segments to align resources with the Growth Game Plan.
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◦
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Best Cost Back Office: The Company will drive “One Newell Rubbermaid” efficiencies in customer and consumer services and sourcing functions.
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◦
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Supply Chain Footprint: The Company will further optimize manufacturing and distribution facilities across its global supply chain.
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Segment
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Key Brands
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Description of Primary Products
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Home Solutions
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Rubbermaid
®
, Calphalon
®
Levolor
®
, Goody
®
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Indoor/outdoor organization, food storage and home storage products; gourmet cookware, bakeware, cutlery and small kitchen electrics; drapery hardware and window treatments; hair care accessories
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Writing
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Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
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Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments
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Tools
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Irwin
®
, Lenox
®
, Dymo
®
Industrial
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Hand tools and power tool accessories; industrial bandsaw blades; cutting tools for pipes and HVAC systems; label makers and printers for industrial use
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Commercial Products
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Rubbermaid
®
Commercial
Products, Rubbermaid
®
Healthcare
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Cleaning and refuse products, hygiene systems, material handling solutions; medical and computer carts and wall-mounted workstations
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Baby & Parenting
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Graco
®
, Aprica
®
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Infant and juvenile products such as car seats, strollers, highchairs and playards
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Specialty
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Bulldog
®
, Shur-line
®
, Dymo
®
, Endicia
®
, Mimio
®
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Convenience and window hardware; manual paint applicators; office technology solutions such as label makers and printers, on-line postage and interactive teaching solutions
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2012
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% of
Total
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2011
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% of
Total
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2010
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% of
Total
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|||||||||
Home Solutions
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$
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1,644.0
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27.8
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%
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$
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1,710.2
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29.2
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%
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$
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1,678.0
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29.6
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%
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Writing
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1,416.2
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23.9
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%
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1,399.3
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23.9
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%
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1,355.8
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23.9
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%
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Tools
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806.1
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13.7
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%
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779.6
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13.3
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%
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687.6
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12.2
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%
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Commercial Products
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759.7
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12.9
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%
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741.5
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12.6
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%
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683.1
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12.1
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%
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Baby & Parenting
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736.1
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12.5
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%
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680.4
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11.6
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%
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700.2
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12.4
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%
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Specialty
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540.6
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9.2
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%
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553.6
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9.4
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%
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553.5
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9.8
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%
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|||
Total Company
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$
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5,902.7
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100.0
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%
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$
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5,864.6
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100.0
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%
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$
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5,658.2
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100.0
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%
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•
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difficulties in the separation of operations, services, products and personnel;
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•
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the diversion of management's attention from other business concerns;
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•
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the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
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•
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the disruption of the Company's business; and
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•
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the potential loss of key employees.
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BUSINESS SEGMENT
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LOCATION
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CITY
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OWNED
OR
LEASED
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GENERAL CHARACTER
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HOME SOLUTIONS
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OH
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Mogadore
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O
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Home Products
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KS
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Winfield
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L/O
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Home Products
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OH
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Wooster
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L
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Home Products
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Canada
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Calgary
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L
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Home Products
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MO
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Jackson
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O
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Home Storage Systems
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OH
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Perrysburg
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O
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Cookware
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OH
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Toledo
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L
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Cookware
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Mexico
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Agua Prieta
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L
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Window Treatments
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NC
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High Point
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L
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Window Treatments
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UT
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Ogden
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L
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Window Treatments
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IL
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Freeport
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L
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Window Treatments
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Canada
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Etobicoke
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L
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Window Furnishings
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WRITING
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IL
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Oakbrook
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L
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Writing Instruments
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TN
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Shelbyville
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O
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Writing Instruments
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TN
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Maryville
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O
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Writing Instruments
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TN
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Manchester
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O
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Writing Instruments
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Thailand
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Bangkok
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O
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Writing Instruments
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India
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Chennai
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L
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Writing Instruments
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China
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Shanghai
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L
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Writing Instruments
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Colombia
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Bogota
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O
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Writing Instruments
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Germany
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Hamburg
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O
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Writing Instruments
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Mexico
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Tlalnepantla
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L
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Writing Instruments
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Mexico
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Mexicali
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L
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Writing Instruments
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Australia
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Melbourne
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L
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Writing Instruments
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France
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Nantes
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O
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Writing Instruments
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Venezuela
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Maracay
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O
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Writing Instruments
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TOOLS
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MA
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East Longmeadow
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O
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Tools
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China
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Shanghai
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|
L
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Tools
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China
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Shenzhen
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L
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Tools
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ME
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Gorham
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|
O
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Tools
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IN
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Greenfield
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L
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Tools
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Australia
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Lyndhurst
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L
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Tools
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Brazil
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Sao Paulo
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L
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Tools
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Brazil
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Carlos Barbosa
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O
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Tools
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Germany
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Hallbergmoos
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L
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Tools
|
COMMERCIAL PRODUCTS
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TN
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Cleveland
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O
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Commercial Products
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VA
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Winchester
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O
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Commercial Products
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WV
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Martinsburg
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L
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Commercial Products
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PA
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Pottsville
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|
L
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Commercial Products
|
BUSINESS SEGMENT
|
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LOCATION
|
|
CITY
|
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OWNED
OR
LEASED
|
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GENERAL CHARACTER
|
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Brazil
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Rio Grande Do Sul
|
|
L
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Commercial Products
|
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Brazil
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Cachoeirinha
|
|
O
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Commercial Products
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Netherlands
|
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Bentfield
|
|
O
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Commercial Products
|
BABY & PARENTING
|
|
PA
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|
Exton
|
|
L
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|
Infant Products
|
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Japan
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Nara
|
|
O
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|
Infant Products
|
|
|
Germany
|
|
Hiddenhausen
|
|
O
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|
Infant Products
|
|
|
Poland
|
|
Wloclawek
|
|
L
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|
Infant Products
|
|
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China
|
|
Zhongshan
|
|
L
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|
Infant Products
|
|
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China
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|
Beijing
|
|
L
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Infant Products
|
SPECIALTY
|
|
WI
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Saint Francis
|
|
O
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Paint Applicators
|
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IN
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|
Lowell
|
|
O
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|
Window Hardware
|
|
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Mexico
|
|
Monterrey
|
|
L
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|
Window Hardware
|
|
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Belgium
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|
Sint Niklaas
|
|
O
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|
Labeling Technology
|
|
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CT
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Norwalk
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|
L
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Labeling Technology
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MA
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Cambridge
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|
L
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Interactive Teaching Solutions
|
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WA
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Seattle
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|
L
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Interactive Teaching Solutions
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CA
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Palo Alto
|
|
L
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On-line Postage
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CORPORATE
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GA
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Atlanta
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|
L
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Office
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Canada
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Oakville
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|
L
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Office
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Switzerland
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Geneva
|
|
L
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Office
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France
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Paris
|
|
L
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Office
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China
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Hong Kong
|
|
L
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Office
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Australia
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Dandenong
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|
L
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Office
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Italy
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Milan
|
|
L
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|
Office
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SHARED FACILITIES
|
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CA
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Victorville
|
|
L
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Shared Services
|
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GA
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Union City
|
|
L
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Shared Services
|
|
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IL
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|
Freeport
|
|
L/O
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|
Shared Services
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NC
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Huntersville
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|
L
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Shared Services
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|
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UK
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Lichfield
|
|
L
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Shared Services
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Netherlands
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Goirle
|
|
O
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|
Shared Services
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AR
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Bentonville
|
|
L
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|
Shared Services
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France
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|
Malissard
|
|
L/O
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|
Shared Services
|
|
|
Canada
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|
Bolton
|
|
L
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Shared Services
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SUPPLEMENTARY ITEM — EXECUTIVE OFFICERS OF THE REGISTRANT
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||||
Name
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Age
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Present Position with the Company
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Michael B. Polk
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52
|
|
President and Chief Executive Officer
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William A. Burke
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52
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|
Executive Vice President, Chief Operating Officer
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Mark S. Tarchetti
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|
37
|
|
Executive Vice President, Chief Development Officer
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Douglas L. Martin
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|
50
|
|
Executive Vice President, Chief Financial Officer
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John K. Stipancich
|
|
44
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|
Executive Vice President, General Counsel and Corporate Secretary and EMEA Executive Leader
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James M. Sweet
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|
60
|
|
Executive Vice President, Human Resources & Corporate Communications (Chief Human Resources Officer)
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|
|
2012
|
|
2011
|
||||||||||||
Quarters
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
|
$
|
19.49
|
|
|
$
|
15.93
|
|
|
$
|
20.38
|
|
|
$
|
17.57
|
|
Second
|
|
19.12
|
|
|
16.63
|
|
|
19.81
|
|
|
14.14
|
|
||||
Third
|
|
19.74
|
|
|
16.67
|
|
|
16.27
|
|
|
11.31
|
|
||||
Fourth
|
|
22.49
|
|
|
18.80
|
|
|
16.53
|
|
|
10.87
|
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
10/1/12-10/31/12
|
61,700
|
|
|
$
|
18.96
|
|
|
61,700
|
|
|
$
|
185,544,827
|
|
11/1/12-11/30/12
|
415,340
|
|
|
20.87
|
|
|
397,200
|
|
|
177,249,105
|
|
||
12/1/12-12/31/12
|
687,361
|
|
|
21.83
|
|
|
680,000
|
|
|
162,403,104
|
|
||
Total
|
1,164,401
|
|
|
$
|
21.34
|
|
|
1,138,900
|
|
|
|
(1)
|
During the three months ended December 31, 2012, all share purchases other than those pursuant to the $300.0 million share repurchase program (the “SRP”) were made to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units, which are repurchased by the Company based on their fair market value on the vesting date. In November and December, in addition to the shares purchased under the SRP, the Company purchased
18,140
shares (average price:
$20.49
) and
7,361
shares (average price:
$21.90
), respectively, in connection with vesting of employees’ stock-based awards.
|
(2)
|
Under the SRP, the Company may repurchase its own shares of common stock through a combination of a 10b5-1 automatic trading plan, discretionary market purchases or in privately negotiated transactions. The SRP is authorized to run through August 2014. The average per share price of shares purchased in October, November and December was
$18.96
,
$20.89
and
$21.83
, respectively.
|
(1)
|
Supplemental data regarding 2012, 2011 and 2010 is provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(2)
|
2010, 2009 and 2008 Statement of Operations information has been adjusted to reclassify the results of operations of the hand torch and solder business to discontinued operations.
|
(3)
|
Restructuring costs include asset impairment charges, employee severance and termination benefits, employee relocation costs, and costs associated with exited contractual commitments and other restructuring costs.
|
(4)
|
Income (loss) from discontinued operations, net of tax, attributable to noncontrolling interests was not material.
|
(5)
|
Working capital is defined as Current Assets less Current Liabilities.
|
Calendar Year
|
|
1st
(1)
|
|
2nd
(1)
|
|
3rd
|
|
4th
|
|
Year
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,332.4
|
|
|
$
|
1,516.2
|
|
|
$
|
1,535.3
|
|
|
$
|
1,518.8
|
|
|
$
|
5,902.7
|
|
Gross margin
|
|
$
|
510.6
|
|
|
$
|
581.2
|
|
|
$
|
582.3
|
|
|
$
|
555.0
|
|
|
$
|
2,229.1
|
|
Income from continuing operations
|
|
$
|
79.3
|
|
|
$
|
111.8
|
|
|
$
|
106.6
|
|
|
$
|
101.9
|
|
|
$
|
399.6
|
|
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Net income
|
|
$
|
79.3
|
|
|
$
|
111.8
|
|
|
$
|
108.3
|
|
|
$
|
101.9
|
|
|
$
|
401.3
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
|
$
|
1.37
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Net income
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
|
$
|
1.38
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
$
|
0.36
|
|
|
$
|
0.35
|
|
|
$
|
1.36
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Net income
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
|
$
|
1.37
|
|
2011
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,274.2
|
|
|
$
|
1,545.3
|
|
|
$
|
1,549.9
|
|
|
$
|
1,495.2
|
|
|
$
|
5,864.6
|
|
Gross margin
|
|
$
|
484.9
|
|
|
$
|
584.4
|
|
|
$
|
579.3
|
|
|
$
|
556.6
|
|
|
$
|
2,205.2
|
|
Income (loss) from continuing operations
|
|
$
|
73.9
|
|
|
$
|
145.4
|
|
|
$
|
(166.4
|
)
|
|
$
|
81.7
|
|
|
$
|
134.6
|
|
Income (loss) from discontinued operations
|
|
$
|
1.8
|
|
|
$
|
1.3
|
|
|
$
|
(11.2
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(9.4
|
)
|
Net income (loss)
|
|
$
|
75.7
|
|
|
$
|
146.7
|
|
|
$
|
(177.6
|
)
|
|
$
|
80.4
|
|
|
$
|
125.2
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.49
|
|
|
$
|
(0.57
|
)
|
|
$
|
0.28
|
|
|
$
|
0.46
|
|
Income (loss) from discontinued operations
|
|
0.01
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.03
|
)
|
|||||
Net income (loss)
|
|
$
|
0.26
|
|
|
$
|
0.50
|
|
|
$
|
(0.61
|
)
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.49
|
|
|
$
|
(0.57
|
)
|
|
$
|
0.28
|
|
|
$
|
0.45
|
|
Income (loss) from discontinued operations
|
|
0.01
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.03
|
)
|
|||||
Net income (loss)
|
|
$
|
0.25
|
|
|
$
|
0.49
|
|
|
$
|
(0.61
|
)
|
|
$
|
0.27
|
|
|
$
|
0.42
|
|
(1)
|
The first and second quarters of 2011 have been adjusted to reclassify the results of operations of the hand torch and solder business to discontinued operations.
|
•
|
Home Solutions
: Rubbermaid
®
, Calphalon
®
, Levolor
®
, Kirsch
®
and Goody
®
|
•
|
Writing
: Sharpie
®
, Paper Mate
®
, Expo
®
, Prismacolor
®
, Parker
®
and Waterman
®
|
•
|
Tools
: Irwin
®
and Lenox
®
tools and Dymo
®
Industrial
|
•
|
Commercial Products
: Rubbermaid Commercial Products
®
and Rubbermaid
®
Healthcare
|
•
|
Baby & Parenting
: Graco
®
, Aprica
®
and Teutonia
®
|
•
|
Specialty
: Bulldog
®
, Ashland
™
, Shur-Line
®
, Dymo
®
Office, Endicia
®
and Mimio
®
|
◦
|
A brand-led business with a strong home in the United States and global ambition.
|
◦
|
Consumer brands that win at the point of decision through excellence in performance, design and innovation.
|
◦
|
Professional brands that win the loyalty of the chooser by improving the productivity and performance of the user.
|
◦
|
Collaboration with our partners across the total enterprise in a shared commitment to growth and creating value.
|
◦
|
Delivering competitive returns to shareholders through consistent, sustainable and profitable growth.
|
◦
|
Win Bigger — Deploying resources to businesses and regions with higher growth opportunities through investments in innovation and geographic expansion.
|
◦
|
Win Where We Are — Optimizing the performance of businesses and brands in existing markets by investing in innovation to increase market share and reducing structural spend within the existing geographic footprint.
|
◦
|
Incubate For Growth — Investing in businesses that have unique opportunities for growth, with a primary focus on businesses that are in the early stages of the business cycle.
|
◦
|
Make The Brands Really Matter — Sharpening brand strategies on the highest impact growth levers and partnering to win with customers and suppliers.
|
◦
|
Build An Execution Powerhouse — Realigning the customer development organization and developing joint business plans for new channel penetration and broader distribution.
|
◦
|
Unlock Trapped Capacity For Growth — Delivering savings from ongoing restructuring projects, working capital reductions and simplification of business processes.
|
◦
|
Develop The Team For Growth — Driving a performance culture aligned to the business strategy and building a more global perspective and talent base.
|
◦
|
Extend Beyond Our Borders — Accelerating investments and growth in emerging markets.
|
◦
|
Organizational Simplification: The Company has de-layered its top structure by eliminating the two groups (Newell Consumer and Newell Professional) and further consolidating its businesses from nine GBUs to six business segments.
|
◦
|
EMEA Simplification: The Company will focus its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.
|
◦
|
Best Cost Finance: The Company will deliver a simplified approach to decision support, transaction processing and information management by leveraging SAP and the streamlined business segments to align resources with the Growth Game Plan.
|
◦
|
Best Cost Back Office: The Company will drive “One Newell Rubbermaid” efficiencies in customer and consumer services and sourcing functions.
|
◦
|
Supply Chain Footprint: The Company will further optimize manufacturing and distribution facilities across its global supply chain.
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Home Solutions
|
|
Rubbermaid
®
, Calphalon
®
Levolor
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; gourmet cookware, bakeware, cutlery and small kitchen electrics; drapery hardware and window treatments; hair care accessories
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments
|
Tools
|
|
Irwin
®
, Lenox
®
, Dymo
®
Industrial
|
|
Hand tools and power tool accessories; industrial bandsaw blades; cutting tools for pipes and HVAC systems; label makers and printers for industrial use
|
Commercial Products
|
|
Rubbermaid
®
Commercial
Products, Rubbermaid
®
Healthcare
|
|
Cleaning and refuse products, hygiene systems, material handling solutions; medical and computer carts, and wall-mounted workstations
|
Baby & Parenting
|
|
Graco
®
, Aprica
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
Specialty
|
|
Bulldog
®
, Shur-line
®
, Dymo
®
, Endicia
®
, Mimio
®
|
|
Convenience and window hardware; manual paint applicators; office technology solutions such as label makers and printers, on-line postage and interactive teaching solutions
|
•
|
Core sales, which exclude foreign currency, increased 2.2% in 2012 compared to the same period last year. New products, geographic expansion and core sales growth in emerging markets were the primary drivers of the core sales growth, with double- and high-single-digit core sales growth in Latin America and Asia Pacific, respectively. Deteriorating macroeconomic conditions in Western Europe and lower merchandising in Europe in advance of the SAP go-live adversely impacted core sales and were the primary drivers of a 4.7% core sales decline in the Europe, Middle East, and Africa region. Core sales is determined by applying the prior year monthly exchange rates to the current year local currency monthly sales amounts, with the difference in core sales and prior year reported sales representing core sales increases or decreases.
|
•
|
Core sales increased
9.8%
in the Baby & Parenting segment, with improved retail-level sales in North America and sustained momentum in the Asia Pacific region primarily due to new product launches. Core sales grew
7.0%
in the Tools segment with approximately half of the growth attributable to the segment’s international businesses. Core sales increased
3.2%
in the Writing segment driven by the continued global rollout of Paper Mate
®
InkJoy
®
and a strong back-to-school season. The Home Solutions segment realized a core sales decline of
3.6%
, primarily due to continued operational challenges in the Décor business (Levolor window treatments) within the Home Solutions segment and challenges in the Culinary and Décor businesses related to a change in merchandising strategy at a significant retail customer.
|
•
|
Input and sourced product cost inflation was more than offset by pricing and productivity, which resulted in a 20 basis point improvement in gross margin compared to 2011. The Company’s gross margin increased despite continued operational challenges in the Décor business within the Home Solutions segment and pressures due to uncertain macroeconomic conditions in Western Europe.
|
•
|
Continued focused spend for strategic SG&A activities to drive sales, enhance the new product pipeline, develop growth platforms and expand geographically. During 2012, the Company’s spend for strategic brand-building and consumer demand creation and commercialization activities included spend for the following:
|
•
|
Continued investments to support the global roll out of Paper Mate
®
’s InkJoy
®
line of writing instruments, which feature innovative ultra-low viscosity ink for a smooth writing experience;
|
•
|
Supported the Express Yourself with Sharpie
®
music campaigns, including the partnership with the musical group One Direction, to inspire Sharpie users to boldly express themselves in creative and innovative ways;
|
•
|
Continued expansion of dedicated Parker
®
“shop-in-shop” retail outlets in China and other regions to enhance in-store merchandising;
|
•
|
Expanded the launch of the Parker
®
Ingenuity Collection featuring Parker 5th™ Technology into Japan and China in the first half of 2012;
|
•
|
Continued support for “Irwinization” marketing and merchandising initiatives, including the Irwin National Tradesmen Day, “Blue wall” and other merchandising vehicles that get the Irwin
®
brand and new innovations in front of contractors in a more effective way;
|
•
|
Launched Irwin
®
2500 Series Level featuring a robust new frame design that enables guaranteed vial accuracy for the life of the product;
|
•
|
Expanded the sales forces in the Tools, Writing and Commercial Products segments to drive greater sales penetration, enhance the availability of products and to support geographic expansion;
|
•
|
Supported new innovations in the Baby & Parenting segment, including the Graco
®
Fast-Action and Ready2Grow™ travel systems, which are driving significant market share gains; and
|
•
|
Supported the launch of the Rubbermaid
®
Clean & Dry Plunger with NeverWet™ nanotech coating, which forms a shield that repels water, Rubbermaid
®
Bathroom Scrubbers with four tools to choose from, and Rubbermaid
®
LunchBlox™ – a collection of customizable, modular food storage containers that snap together to save space and stay organized in lunch bags.
|
•
|
Continued the execution of Project Renewal to simplify the business, reduce structural costs and increase investment in the most significant growth platforms within the business.
|
•
|
Completed the implementation of the European Transformation Plan, which includes projects designed to improve the financial performance of the European business and centralize decision-making in the Geneva headquarters, and successfully went live with SAP in Europe in April 2012.
|
•
|
Improved the Company’s capital structure by completing the offering and sale of $500.0 million unsecured senior notes, consisting of $250.0 million principal amount of 2.0% notes due 2015 and $250.0 million principal amount of 4.0% notes due 2022, the aggregate proceeds of which were used in July 2012 to redeem the $436.7 million of outstanding 5.25% junior convertible subordinated debentures due December 2027, underlying the Company’s 5.25% convertible preferred securities.
|
•
|
Completed the offering and sale of $350.0 million 2.05% unsecured senior notes due 2017 and used the proceeds together with cash on hand and short-term borrowings to repay the $500.0 million principal amount of the 5.50% senior notes due April 2013 (the “2013 Notes”), for which interest expense was previously recorded at a rate of approximately 3.5% after contemplating the effects of the interest rate swaps related to the 2013 Notes.
|
•
|
Retired $250.0 million principal amount of the 6.75% medium-term notes due 2012 (the “2012 Notes”) upon maturity, for which interest expense was previously recorded at a rate of approximately 2.3% after contemplating the effect of the terminated interest rate swaps related to the 2012 Notes.
|
•
|
Continued the $300.0 million three-year share repurchase plan that expires in August 2014, pursuant to which the Company repurchased and retired an additional
4.9 million
shares of common stock for
$91.5 million
during 2012.
|
•
|
Increased the Company’s quarterly dividend by 88% during 2012, from $0.08 per share in the first quarter to $0.15 per share in the fourth quarter.
|
•
|
Organizational Simplification: The Company has de-layered its top structure by eliminating the two groups (Newell Consumer and Newell Professional) and further consolidated its businesses from nine GBUs to six business segments.
|
•
|
EMEA Simplification: The Company will focus its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.
|
•
|
Best Cost Finance: The Company will deliver a simplified approach to decision support, transaction processing and information management by leveraging SAP and the streamlined business segments to align resources with the Growth Game Plan.
|
•
|
Best Cost Back Office: The Company will achieve “One Newell Rubbermaid” efficiencies in customer and consumer services and sourcing functions.
|
•
|
Supply Chain Footprint: The Company will further optimize manufacturing and distribution facilities across its global supply chain.
|
|
Total Costs
(1)
|
|
Cash Costs
|
|
Annualized Savings
|
|
Approx. Headcount Impacts
|
Project Renewal (October 2011)
|
$90 to $100
|
|
$75 to $90
|
|
$90 to $100
|
|
500
|
Renewal Expansion (October 2012)
|
$250 to $275
|
|
$225 to $250
(2)
|
|
$180 to $225
|
|
1,750
|
Project Renewal
|
$340 to $375
|
|
$300 to $340
|
|
$270 to $325
|
|
2,250
|
(1)
|
Restructuring and restructuring-related charges of $69 million and $10 million, respectively, have been incurred through December 31, 2012, the majority of which were employee-related cash costs, including severance, retirement, and other termination benefits and costs. Restructuring-related charges represent incremental cost of products sold and SG&A expenses associated with the implementation of Project Renewal.
|
(2)
|
Consists of approximately 80% employee-related cash costs including severance, retirement, and other termination benefits and costs.
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Net sales
|
$
|
5,902.7
|
|
|
100.0
|
%
|
|
$
|
5,864.6
|
|
|
100.0
|
%
|
|
$
|
5,658.2
|
|
|
100.0
|
%
|
Cost of products sold
|
3,673.6
|
|
|
62.2
|
|
|
3,659.4
|
|
|
62.4
|
|
|
3,509.5
|
|
|
62.0
|
|
|||
Gross margin
|
2,229.1
|
|
|
37.8
|
|
|
2,205.2
|
|
|
37.6
|
|
|
2,148.7
|
|
|
38.0
|
|
|||
Selling, general and administrative expenses
|
1,521.1
|
|
|
25.8
|
|
|
1,515.3
|
|
|
25.8
|
|
|
1,447.8
|
|
|
25.6
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
382.6
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
56.1
|
|
|
1.0
|
|
|
50.1
|
|
|
0.9
|
|
|
77.4
|
|
|
1.4
|
|
|||
Operating income
|
651.9
|
|
|
11.0
|
|
|
257.2
|
|
|
4.4
|
|
|
623.5
|
|
|
11.0
|
|
|||
Nonoperating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
76.1
|
|
|
1.3
|
|
|
86.2
|
|
|
1.5
|
|
|
118.4
|
|
|
2.1
|
|
|||
Losses related to extinguishments of debt
|
10.9
|
|
|
0.2
|
|
|
4.8
|
|
|
0.1
|
|
|
218.6
|
|
|
3.9
|
|
|||
Other (income) expense, net
|
(1.0
|
)
|
|
—
|
|
|
13.7
|
|
|
0.2
|
|
|
(7.3
|
)
|
|
(0.1
|
)
|
|||
Net nonoperating expenses
|
86.0
|
|
|
1.5
|
|
|
104.7
|
|
|
1.8
|
|
|
329.7
|
|
|
5.8
|
|
|||
Income before income taxes
|
565.9
|
|
|
9.6
|
|
|
152.5
|
|
|
2.6
|
|
|
293.8
|
|
|
5.2
|
|
|||
Income tax expense
|
166.3
|
|
|
2.8
|
|
|
17.9
|
|
|
0.3
|
|
|
5.6
|
|
|
0.1
|
|
|||
Income from continuing operations
|
399.6
|
|
|
6.8
|
|
|
134.6
|
|
|
2.3
|
|
|
288.2
|
|
|
5.1
|
|
|||
Income (loss) from discontinued operations
|
1.7
|
|
|
—
|
|
|
(9.4
|
)
|
|
(0.2
|
)
|
|
4.6
|
|
|
0.1
|
|
|||
Net income
|
$
|
401.3
|
|
|
6.8
|
%
|
|
$
|
125.2
|
|
|
2.1
|
%
|
|
$
|
292.8
|
|
|
5.2
|
%
|
Core sales
|
$
|
129.2
|
|
|
2.2
|
%
|
Foreign currency
|
(91.1
|
)
|
|
(1.6
|
)
|
|
Total change in net sales
|
$
|
38.1
|
|
|
0.6
|
%
|
Core sales
|
$
|
102.0
|
|
|
1.8
|
%
|
Foreign currency
|
104.4
|
|
|
1.8
|
|
|
Total change in net sales
|
$
|
206.4
|
|
|
3.6
|
%
|
|
2012
|
|
2011
|
|
% Change
|
|||||
Home Solutions
|
$
|
1,644.0
|
|
|
$
|
1,710.2
|
|
|
(3.9
|
)%
|
Writing
|
1,416.2
|
|
|
1,399.3
|
|
|
1.2
|
|
||
Tools
|
806.1
|
|
|
779.6
|
|
|
3.4
|
|
||
Commercial Products
|
759.7
|
|
|
741.5
|
|
|
2.5
|
|
||
Baby & Parenting
|
736.1
|
|
|
680.4
|
|
|
8.2
|
|
||
Specialty
|
540.6
|
|
|
553.6
|
|
|
(2.3
|
)
|
||
Total net sales
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
0.6
|
|
|
Home Solutions
|
|
Writing
|
|
Tools
|
|
Commercial Products
|
|
Baby & Parenting
|
|
Specialty
|
||||||
Core sales
|
(3.6
|
)%
|
|
3.2
|
%
|
|
7.0
|
%
|
|
3.6
|
%
|
|
9.8
|
%
|
|
(0.4
|
)%
|
Foreign currency
|
(0.3
|
)
|
|
(2.0
|
)
|
|
(3.6
|
)
|
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(1.9
|
)
|
Total change in net sales
|
(3.9
|
)%
|
|
1.2
|
%
|
|
3.4
|
%
|
|
2.5
|
%
|
|
8.2
|
%
|
|
(2.3
|
)%
|
|
2012
|
|
2011
|
|
% Change
|
|||||
Home Solutions
(1)
|
$
|
217.5
|
|
|
$
|
228.9
|
|
|
(5.0
|
)%
|
Writing
(1)
|
261.9
|
|
|
246.9
|
|
|
6.1
|
|
||
Tools
|
109.8
|
|
|
119.1
|
|
|
(7.8
|
)
|
||
Commercial Products
|
92.9
|
|
|
108.3
|
|
|
(14.2
|
)
|
||
Baby & Parenting
|
72.7
|
|
|
51.6
|
|
|
40.9
|
|
||
Specialty
|
68.2
|
|
|
60.2
|
|
|
13.3
|
|
||
Impairment charges
|
—
|
|
|
(382.6
|
)
|
|
NMF
|
|
||
Restructuring costs
|
(56.1
|
)
|
|
(50.1
|
)
|
|
(12.0
|
)
|
||
Corporate
(2)
|
(115.0
|
)
|
|
(125.1
|
)
|
|
8.1
|
|
||
Total operating income
|
$
|
651.9
|
|
|
$
|
257.2
|
|
|
NMF
|
|
(1)
|
For 2012, includes restructuring-related costs associated with Project Renewal of
$4.9 million
and
$1.2 million
attributable to the Home Solutions and Writing segments, respectively.
|
(2)
|
Includes restructuring-related costs of
$24.3 million
and
$37.4 million
for 2012 and 2011, respectively, associated with the European Transformation Plan and
$4.1 million
of restructuring-related costs associated with Project Renewal for 2012. The 2011 operating income also includes $6.3 million of incremental costs associated with the Company’s Chief Executive Officer transition in 2011.
|
|
|
2011
|
|
2010
|
|
% Change
|
|||||
Home Solutions
|
|
$
|
1,710.2
|
|
|
$
|
1,678.0
|
|
|
1.9
|
%
|
Writing
|
|
1,399.3
|
|
|
1,355.8
|
|
|
3.2
|
|
||
Tools
|
|
779.6
|
|
|
687.6
|
|
|
13.4
|
|
||
Commercial Products
|
|
741.5
|
|
|
683.1
|
|
|
8.5
|
|
||
Baby & Parenting
|
|
680.4
|
|
|
700.2
|
|
|
(2.8
|
)
|
||
Specialty
|
|
553.6
|
|
|
553.5
|
|
|
—
|
|
||
Total net sales
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
|
3.6
|
|
|
Home Solutions
|
|
Writing
|
|
Tools
|
|
Commercial Products
|
|
Baby & Parenting
|
|
Specialty
|
||||||
Core sales
|
1.2
|
%
|
|
0.8
|
%
|
|
10.3
|
%
|
|
7.4
|
%
|
|
(5.5
|
)%
|
|
(2.1
|
)%
|
Foreign currency
|
0.7
|
|
|
2.4
|
|
|
3.1
|
|
|
1.1
|
|
|
2.7
|
|
|
2.1
|
|
Total change in net sales
|
1.9
|
%
|
|
3.2
|
%
|
|
13.4
|
%
|
|
8.5
|
%
|
|
(2.8
|
)%
|
|
0.0
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash provided by operating activities
|
$
|
618.5
|
|
|
$
|
561.3
|
|
|
$
|
582.6
|
|
Cash used in investing activities
|
(163.0
|
)
|
|
(206.4
|
)
|
|
(153.4
|
)
|
|||
Cash used in financing activities
|
(446.0
|
)
|
|
(324.6
|
)
|
|
(571.9
|
)
|
|||
Currency effect on cash and cash equivalents
|
4.1
|
|
|
0.3
|
|
|
4.0
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
13.6
|
|
|
$
|
30.6
|
|
|
$
|
(138.7
|
)
|
•
|
improved profitability in 2012 compared to 2011;
|
•
|
a $61.7 million decrease in incentive compensation payments made in 2012 compared to 2011; and
|
•
|
a $9.2 million decrease in customer program payments during 2012 compared to 2011;
|
•
|
a $41.1 million increase in contributions to the Company’s defined benefit plans, including its primary U.S. defined benefit pension plan.
|
•
|
higher customer program payments in 2011 compared to 2010, including higher amounts paid in 2011 for amounts earned in 2010 compared to customer program payments in 2010 for amounts earned in 2009, which resulted in an incremental $114.0 million use of cash in 2011;
|
•
|
a $30.0 million decline in contributions to the Company’s primary U.S. defined benefit pension plan, from $50.0 million in 2010 to $20.0 million in 2011; and
|
•
|
a $43.4 million decline in cash paid for income taxes.
|
|
2012
|
|
2011
|
|
2010
|
|||
Accounts receivable
|
67
|
|
|
61
|
|
|
62
|
|
Inventory
|
66
|
|
|
68
|
|
|
69
|
|
Accounts payable
|
(50
|
)
|
|
(46
|
)
|
|
(47
|
)
|
Cash conversion cycle
|
83
|
|
|
83
|
|
|
84
|
|
•
|
Cash and cash equivalents at December 31, 2012 were
$183.8 million
, and the Company had $800.0 million of borrowing capacity under its revolving credit facility.
|
•
|
Working capital at December 31, 2012 was
$700.3 million
compared to
$487.1 million
at December 31, 2011, and the current ratio at December 31, 2012 was
1.45
:1 compared to
1.29
:1 at December 31, 2011. The increase in working capital
|
•
|
The Company monitors its overall capitalization by evaluating net debt to total capitalization. Net debt to total capitalization is defined as the sum of short- and long-term debt, less cash, divided by the sum of total debt and stockholders’ equity, less cash. Net debt to total capitalization was
0.46
:1 and
0.52
:1 at December 31, 2012 and December 31, 2011, respectively.
|
|
2012
|
|
2011
|
||||||||||||
Short-term Borrowing Arrangement
|
Maximum
|
|
Average
|
|
Maximum
|
|
Average
|
||||||||
Commercial paper
|
$
|
392.8
|
|
|
$
|
163.6
|
|
|
$
|
214.5
|
|
|
$
|
80.0
|
|
Receivables financing facility
|
200.0
|
|
|
128.3
|
|
|
200.0
|
|
|
160.1
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Average outstanding debt
|
$
|
2,195.5
|
|
|
$
|
2,351.3
|
|
|
$
|
2,461.0
|
|
Average interest rate
(1)
|
3.5
|
%
|
|
3.6
|
%
|
|
4.8
|
%
|
|
Senior Debt
Credit Rating
|
|
Short-term Debt
Credit Rating
|
|
Outlook
|
|
|
|
|
|
|
Moody’s Investors Service
|
Baa3
|
|
P-3
|
|
Stable
|
Standard & Poor’s
|
BBB-
|
|
A-3
|
|
Stable
|
Fitch Ratings
|
BBB
|
|
F-2
|
|
Stable
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5 Years
|
||||||||||
Debt
(1)
|
$
|
1,918.4
|
|
$
|
211.9
|
|
$
|
250.0
|
|
$
|
350.0
|
|
$
|
1,106.5
|
|
Interest on debt
(2)
|
453.1
|
|
67.2
|
|
129.4
|
|
121.9
|
|
134.6
|
|
|||||
Operating lease obligations
(3)
|
457.3
|
|
105.5
|
|
149.9
|
|
98.0
|
|
103.9
|
|
|||||
Purchase obligations
(4)
|
742.9
|
|
645.6
|
|
97.3
|
|
—
|
|
—
|
|
|||||
Total contractual obligations
(5)
|
$
|
3,571.7
|
|
$
|
1,030.2
|
|
$
|
626.6
|
|
$
|
569.9
|
|
$
|
1,345.0
|
|
(1)
|
Amounts represent contractual obligations based on the earliest date that the obligation may become due, excluding interest, based on borrowings outstanding as of December 31, 2012. Includes $200.0 million in borrowings under the receivables facility that the Company intends to repay or refinance before maturity in September 2013. For further information relating to these obligations, see Footnote 9 of the Notes to Consolidated Financial Statements.
|
(2)
|
Amounts represent estimated interest payable on borrowings outstanding as of December 31, 2012, excluding the impact of interest rate swaps that adjust the fixed rate to a floating rate for $750.0 million of medium-term notes. Interest on floating-rate debt was estimated using the rate in effect as of December 31, 2012. For further information, see Footnote 9 of the Notes to Consolidated Financial Statements.
|
(3)
|
Amounts represent contractual minimum lease obligations on operating leases as of December 31, 2012. For further information relating to these obligations, see Footnote 12 of the Notes to Consolidated Financial Statements.
|
(4)
|
Primarily consists of purchase commitments entered into as of December 31, 2012 for finished goods, raw materials, components and services pursuant to legally enforceable and binding obligations, which include all significant terms.
|
(5)
|
Total does not include contractual obligations reported on the December 31, 2012 balance sheet as current liabilities, except for current portion of long-term debt and short-term debt.
|
•
|
Discount rates:
The Company generally estimates the discount rate for its pension and other postretirement benefit obligations using an iterative process based on a hypothetical investment in a portfolio of high-quality bonds that approximate the estimated cash flows of the pension and other postretirement benefit obligations. The Company believes this approach permits a matching of future cash outflows related to benefit payments with future cash inflows associated with bond coupons and maturities.
|
•
|
Health care cost trend rate:
The Company’s health care cost trend rate is based on historical retiree cost data, near-term health care outlook, and industry benchmarks and surveys.
|
•
|
Expected return on plan assets:
The Company’s expected return on plan assets is derived from reviews of asset allocation strategies and historical and anticipated future long-term performance of individual asset classes. The Company’s analysis gives consideration to historical returns and long-term, prospective rates of return.
|
•
|
Mortality rates:
Mortality rates are based on actual and projected plan experience.
|
•
|
Rate of compensation increase:
The rate of compensation increases reflects the Company’s long-term actual experience and its outlook, including consideration of expected rates of inflation.
|
|
U.S.
|
|
International
|
||||
Pension plan assets and obligations, net:
|
|
|
|
||||
Prepaid benefit cost
|
$
|
—
|
|
|
$
|
4.8
|
|
Accrued current benefit cost
|
(9.7
|
)
|
|
(4.4
|
)
|
||
Accrued noncurrent benefit cost
|
(453.7
|
)
|
|
(101.1
|
)
|
||
Net liability recognized in the Consolidated Balance Sheet
|
$
|
(463.4
|
)
|
|
$
|
(100.7
|
)
|
|
|
|
|
||||
|
|
|
U.S.
|
||||
Other postretirement benefit obligations:
|
|
|
|
||||
Accrued current benefit cost
|
|
|
$
|
(12.9
|
)
|
||
Accrued noncurrent benefit cost
|
|
|
(145.9
|
)
|
|||
Liability recognized in the Consolidated Balance Sheet
|
|
|
$
|
(158.8
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net pension cost
|
$
|
25.4
|
|
|
$
|
19.5
|
|
|
$
|
21.5
|
|
Net postretirement benefit costs
|
7.2
|
|
|
8.4
|
|
|
9.2
|
|
|||
Total
|
$
|
32.6
|
|
|
$
|
27.9
|
|
|
$
|
30.7
|
|
|
Impact on 2012
Expense
|
||
25 basis point decrease in discount rate
|
$
|
0.6
|
|
25 basis point increase in discount rate
|
$
|
(0.7
|
)
|
25 basis point decrease in expected return on assets
|
$
|
3.0
|
|
25 basis point increase in expected return on assets
|
$
|
(3.0
|
)
|
|
December 31, 2012 Impact on PBO
|
||
25 basis point decrease in discount rate
|
$
|
68.3
|
|
25 basis point increase in discount rate
|
$
|
(65.7
|
)
|
|
|
|
|
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
2012
|
|
2011
|
|
2010
|
|
% Change
|
|
% Change
|
||||||||
U.S.
|
$
|
4,004.5
|
|
|
$
|
3,915.7
|
|
|
$
|
3,870.3
|
|
|
2.3
|
%
|
|
1.2
|
%
|
Non-U.S
|
1,898.2
|
|
|
1,948.9
|
|
|
1,787.9
|
|
|
(2.6
|
)
|
|
9.0
|
|
|||
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
|
0.6
|
%
|
|
3.6
|
%
|
•
|
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
|
Prepaid expenses and other
|
$
|
0.5
|
|
Other assets
|
$
|
38.9
|
|
Other accrued liabilities
|
$
|
1.3
|
|
Other noncurrent liabilities
|
$
|
7.2
|
|
Market Risk
(1)
|
|
2012
Average
|
|
December 31,
2012
|
|
2011
Average
|
|
December 31,
2011
|
|
Confidence
Level
|
|||||||||
Interest rates
|
|
$
|
6.6
|
|
|
$
|
2.9
|
|
|
$
|
10.3
|
|
|
$
|
10.6
|
|
|
95
|
%
|
Foreign exchange
|
|
$
|
9.7
|
|
|
$
|
6.0
|
|
|
$
|
11.8
|
|
|
$
|
15.5
|
|
|
95
|
%
|
(1)
|
The Company generally does not enter into material derivative contracts for commodities; therefore, commodity price risk is not shown because the amounts are not material.
|
|
NEWELL RUBBERMAID INC.
|
|
Atlanta, Georgia
|
March 1, 2013
|
|
|
|
/s/ Ernst & Young LLP
|
Atlanta, Georgia
|
|
March 1, 2013
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
Atlanta, Georgia
|
|
March 1, 2013
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
Cost of products sold
|
3,673.6
|
|
|
3,659.4
|
|
|
3,509.5
|
|
|||
Gross margin
|
2,229.1
|
|
|
2,205.2
|
|
|
2,148.7
|
|
|||
Selling, general and administrative expenses
|
1,521.1
|
|
|
1,515.3
|
|
|
1,447.8
|
|
|||
Impairment charges
|
—
|
|
|
382.6
|
|
|
—
|
|
|||
Restructuring costs
|
56.1
|
|
|
50.1
|
|
|
77.4
|
|
|||
Operating income
|
651.9
|
|
|
257.2
|
|
|
623.5
|
|
|||
Nonoperating expenses:
|
|
|
|
|
|
||||||
Interest expense, net of interest income of $4.3, $2.2 and $3.5 in 2012, 2011 and 2010, respectively
|
76.1
|
|
|
86.2
|
|
|
118.4
|
|
|||
Losses related to extinguishments of debt
|
10.9
|
|
|
4.8
|
|
|
218.6
|
|
|||
Other (income) expense, net
|
(1.0
|
)
|
|
13.7
|
|
|
(7.3
|
)
|
|||
Net nonoperating expenses
|
86.0
|
|
|
104.7
|
|
|
329.7
|
|
|||
Income before income taxes
|
565.9
|
|
|
152.5
|
|
|
293.8
|
|
|||
Income tax expense
|
166.3
|
|
|
17.9
|
|
|
5.6
|
|
|||
Income from continuing operations
|
399.6
|
|
|
134.6
|
|
|
288.2
|
|
|||
Income (loss) from discontinued operations, net of tax
|
1.7
|
|
|
(9.4
|
)
|
|
4.6
|
|
|||
Net income
|
$
|
401.3
|
|
|
$
|
125.2
|
|
|
$
|
292.8
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
291.2
|
|
|
293.6
|
|
|
282.4
|
|
|||
Diluted
|
293.6
|
|
|
296.2
|
|
|
305.4
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.37
|
|
|
$
|
0.46
|
|
|
$
|
1.02
|
|
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.03
|
)
|
|
0.02
|
|
|||
Net income
|
$
|
1.38
|
|
|
$
|
0.43
|
|
|
$
|
1.04
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.36
|
|
|
$
|
0.45
|
|
|
$
|
0.94
|
|
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.03
|
)
|
|
0.02
|
|
|||
Net income
|
$
|
1.37
|
|
|
$
|
0.42
|
|
|
$
|
0.96
|
|
Dividends per share
|
$
|
0.43
|
|
|
$
|
0.29
|
|
|
$
|
0.20
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
401.3
|
|
|
$
|
125.2
|
|
|
$
|
292.8
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
40.6
|
|
|
(27.7
|
)
|
|
(13.1
|
)
|
|||
Change in unrecognized pension and other postretirement costs
|
(119.8
|
)
|
|
(75.9
|
)
|
|
(7.0
|
)
|
|||
Derivative hedging (loss) gain
|
(2.8
|
)
|
|
1.6
|
|
|
0.3
|
|
|||
Total other comprehensive loss, net of tax
|
(82.0
|
)
|
|
(102.0
|
)
|
|
(19.8
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
(1)
|
$
|
319.3
|
|
|
$
|
23.2
|
|
|
$
|
273.0
|
|
December 31,
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
183.8
|
|
|
$
|
170.2
|
|
Accounts receivable, net of allowances of $39.8 for 2012 and $36.0 for 2011
|
1,112.4
|
|
|
1,002.0
|
|
||
Inventories, net
|
696.4
|
|
|
699.9
|
|
||
Deferred income taxes
|
135.8
|
|
|
130.7
|
|
||
Prepaid expenses and other
|
142.7
|
|
|
145.2
|
|
||
Total Current Assets
|
2,271.1
|
|
|
2,148.0
|
|
||
Property, plant and equipment, net
|
560.2
|
|
|
551.4
|
|
||
Goodwill
|
2,370.2
|
|
|
2,366.0
|
|
||
Other intangible assets, net
|
654.1
|
|
|
666.1
|
|
||
Deferred income taxes
|
85.2
|
|
|
120.2
|
|
||
Other assets
|
281.2
|
|
|
309.2
|
|
||
Total Assets
|
$
|
6,222.0
|
|
|
$
|
6,160.9
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
527.4
|
|
|
$
|
468.5
|
|
Accrued compensation
|
173.5
|
|
|
131.4
|
|
||
Other accrued liabilities
|
658.0
|
|
|
693.5
|
|
||
Short-term debt
|
210.7
|
|
|
103.6
|
|
||
Current portion of long-term debt
|
1.2
|
|
|
263.9
|
|
||
Total Current Liabilities
|
1,570.8
|
|
|
1,660.9
|
|
||
Long-term debt
|
1,706.5
|
|
|
1,809.3
|
|
||
Other noncurrent liabilities
|
944.5
|
|
|
838.1
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, authorized shares, 10.0 at $1.00 par value
|
—
|
|
|
—
|
|
||
None issued and outstanding
|
|
|
|
||||
Common stock, authorized shares, 800.0 at $1.00 par value
|
304.7
|
|
|
305.3
|
|
||
Outstanding shares, before treasury:
|
|
|
|
||||
2012 – 304.7
|
|
|
|
||||
2011 – 305.3
|
|
|
|
||||
Treasury stock, at cost:
|
(448.0
|
)
|
|
(432.8
|
)
|
||
Shares held:
|
|
|
|
||||
2012 – 17.8
|
|
|
|
||||
2011 – 17.0
|
|
|
|
||||
Additional paid-in capital
|
634.1
|
|
|
586.3
|
|
||
Retained earnings
|
2,294.9
|
|
|
2,097.3
|
|
||
Accumulated other comprehensive loss
|
(789.0
|
)
|
|
(707.0
|
)
|
||
Stockholders’ Equity Attributable to Parent
|
1,996.7
|
|
|
1,849.1
|
|
||
Stockholders’ Equity Attributable to Noncontrolling Interests
|
3.5
|
|
|
3.5
|
|
||
Total Stockholders’ Equity
|
2,000.2
|
|
|
1,852.6
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
6,222.0
|
|
|
$
|
6,160.9
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
401.3
|
|
|
$
|
125.2
|
|
|
$
|
292.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
163.7
|
|
|
161.6
|
|
|
172.3
|
|
|||
Impairment charges
|
—
|
|
|
382.6
|
|
|
—
|
|
|||
(Gain) loss on disposal of discontinued operations
|
(5.2
|
)
|
|
13.9
|
|
|
—
|
|
|||
Losses related to extinguishments of debt
|
10.9
|
|
|
4.8
|
|
|
218.6
|
|
|||
Deferred income taxes
|
71.2
|
|
|
(4.8
|
)
|
|
(6.1
|
)
|
|||
Non-cash restructuring costs
|
0.3
|
|
|
7.0
|
|
|
6.3
|
|
|||
Stock-based compensation expense
|
32.9
|
|
|
43.0
|
|
|
36.5
|
|
|||
Other, net
|
12.0
|
|
|
11.7
|
|
|
21.9
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
(101.2
|
)
|
|
(17.6
|
)
|
|
(103.6
|
)
|
|||
Inventories
|
7.7
|
|
|
(21.5
|
)
|
|
(14.5
|
)
|
|||
Accounts payable
|
56.3
|
|
|
3.3
|
|
|
39.1
|
|
|||
Accrued liabilities and other
|
(31.4
|
)
|
|
(147.9
|
)
|
|
(80.7
|
)
|
|||
Net Cash Provided by Operating Activities
|
618.5
|
|
|
561.3
|
|
|
582.6
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Acquisitions and acquisition-related activity
|
(26.5
|
)
|
|
(20.0
|
)
|
|
(1.5
|
)
|
|||
Capital expenditures
|
(177.2
|
)
|
|
(222.9
|
)
|
|
(164.7
|
)
|
|||
Proceeds from sales of businesses and other noncurrent assets
|
43.5
|
|
|
44.3
|
|
|
16.8
|
|
|||
Other
|
(2.8
|
)
|
|
(7.8
|
)
|
|
(4.0
|
)
|
|||
Net Cash Used in Investing Activities
|
(163.0
|
)
|
|
(206.4
|
)
|
|
(153.4
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
106.0
|
|
|
(34.4
|
)
|
|
133.6
|
|
|||
Proceeds from issuance of debt, net of debt issuance costs
|
841.9
|
|
|
3.3
|
|
|
547.3
|
|
|||
Payments for settlement of warrants
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|||
Proceeds from settlement of call options
|
—
|
|
|
—
|
|
|
369.5
|
|
|||
Repurchase and retirement of shares of common stock
|
(91.5
|
)
|
|
(46.1
|
)
|
|
(500.1
|
)
|
|||
Payments on and for the settlement of notes payable and debt
|
(1,203.4
|
)
|
|
(151.0
|
)
|
|
(710.8
|
)
|
|||
Cash consideration paid for exchange of convertible notes
(1)
|
—
|
|
|
(3.1
|
)
|
|
(53.0
|
)
|
|||
Cash dividends
|
(125.9
|
)
|
|
(84.9
|
)
|
|
(55.4
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
12.7
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
14.2
|
|
|
(8.4
|
)
|
|
(4.6
|
)
|
|||
Net Cash Used in Financing Activities
|
(446.0
|
)
|
|
(324.6
|
)
|
|
(571.9
|
)
|
|||
|
|
|
|
|
|
||||||
Currency rate effect on cash and cash equivalents
|
4.1
|
|
|
0.3
|
|
|
4.0
|
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
13.6
|
|
|
30.6
|
|
|
(138.7
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
170.2
|
|
|
139.6
|
|
|
278.3
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
183.8
|
|
|
$
|
170.2
|
|
|
$
|
139.6
|
|
Supplemental cash flow disclosures — cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
56.6
|
|
|
$
|
36.6
|
|
|
$
|
80.0
|
|
Interest
|
$
|
101.3
|
|
|
$
|
89.1
|
|
|
$
|
109.4
|
|
|
|
Common Stock
|
|
Treasury
Stock
|
|
Additional
Paid-
In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Stockholders’
Equity
Attributable
to Parent
|
|
Non-controlling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
Balance at December 31, 2009
|
|
$
|
294.0
|
|
|
$
|
(420.6
|
)
|
|
$
|
669.8
|
|
|
$
|
1,820.7
|
|
|
$
|
(585.2
|
)
|
|
$
|
1,778.7
|
|
|
$
|
3.5
|
|
|
$
|
1,782.2
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292.8
|
|
|
—
|
|
|
292.8
|
|
|
—
|
|
|
292.8
|
|
||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(13.1
|
)
|
||||||||
Unrecognized pension and other postretirement costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
(7.0
|
)
|
||||||||
Gain on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55.4
|
)
|
|
—
|
|
|
(55.4
|
)
|
|
—
|
|
|
(55.4
|
)
|
||||||||
Stock-based compensation and other
|
|
1.3
|
|
|
(5.1
|
)
|
|
35.7
|
|
|
(0.8
|
)
|
|
—
|
|
|
31.1
|
|
|
—
|
|
|
31.1
|
|
||||||||
Settlement of call options
|
|
—
|
|
|
—
|
|
|
369.5
|
|
|
—
|
|
|
—
|
|
|
369.5
|
|
|
—
|
|
|
369.5
|
|
||||||||
Settlement of warrants
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
—
|
|
|
(298.4
|
)
|
||||||||
Common stock issued for convertible notes exchange
|
|
37.7
|
|
|
—
|
|
|
600.3
|
|
|
—
|
|
|
—
|
|
|
638.0
|
|
|
—
|
|
|
638.0
|
|
||||||||
Retirement of common stock purchased under the ASB
|
|
(25.8
|
)
|
|
—
|
|
|
(474.3
|
)
|
|
—
|
|
|
—
|
|
|
(500.1
|
)
|
|
—
|
|
|
(500.1
|
)
|
||||||||
Extinguishment of equity component of convertible notes
|
|
—
|
|
|
—
|
|
|
(334.4
|
)
|
|
—
|
|
|
—
|
|
|
(334.4
|
)
|
|
—
|
|
|
(334.4
|
)
|
||||||||
Balance at December 31, 2010
|
|
$
|
307.2
|
|
|
$
|
(425.7
|
)
|
|
$
|
568.2
|
|
|
$
|
2,057.3
|
|
|
$
|
(605.0
|
)
|
|
$
|
1,902.0
|
|
|
$
|
3.5
|
|
|
$
|
1,905.5
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.2
|
|
|
—
|
|
|
125.2
|
|
|
—
|
|
|
125.2
|
|
||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
|
(27.7
|
)
|
|
—
|
|
|
(27.7
|
)
|
||||||||
Unrecognized pension and other postretirement costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.9
|
)
|
|
(75.9
|
)
|
|
—
|
|
|
(75.9
|
)
|
||||||||
Gain on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.9
|
)
|
|
—
|
|
|
(84.9
|
)
|
|
—
|
|
|
(84.9
|
)
|
||||||||
Stock-based compensation and other
|
|
1.2
|
|
|
(7.1
|
)
|
|
42.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
36.0
|
|
|
—
|
|
|
36.0
|
|
||||||||
Common stock issued for convertible notes exchange
|
|
2.3
|
|
|
—
|
|
|
42.4
|
|
|
—
|
|
|
—
|
|
|
44.7
|
|
|
—
|
|
|
44.7
|
|
||||||||
Retirement of common stock purchased under the ASB
|
|
(2.0
|
)
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Retirement of common stock purchased under the 2011 SRP
|
|
(3.4
|
)
|
|
—
|
|
|
(42.7
|
)
|
|
—
|
|
|
—
|
|
|
(46.1
|
)
|
|
—
|
|
|
(46.1
|
)
|
||||||||
Extinguishment of equity component of convertible notes
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
(25.8
|
)
|
||||||||
Balance at December 31, 2011
|
|
$
|
305.3
|
|
|
$
|
(432.8
|
)
|
|
$
|
586.3
|
|
|
$
|
2,097.3
|
|
|
$
|
(707.0
|
)
|
|
$
|
1,849.1
|
|
|
$
|
3.5
|
|
|
$
|
1,852.6
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401.3
|
|
|
—
|
|
|
401.3
|
|
|
—
|
|
|
401.3
|
|
||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.6
|
|
|
40.6
|
|
|
—
|
|
|
40.6
|
|
||||||||
Unrecognized pension and other postretirement costs
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119.8
|
)
|
|
(119.8
|
)
|
|
—
|
|
|
(119.8
|
)
|
|||||||||
Loss on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125.2
|
)
|
|
—
|
|
|
(125.2
|
)
|
|
—
|
|
|
(125.2
|
)
|
||||||||
Stock-based compensation and other
|
|
4.3
|
|
|
(15.2
|
)
|
|
57.8
|
|
|
(1.9
|
)
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
45.0
|
|
||||||||
Retirement of common stock purchased under the 2011 SRP
|
|
(4.9
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
(76.6
|
)
|
|
—
|
|
|
(91.5
|
)
|
|
—
|
|
|
(91.5
|
)
|
||||||||
Balance at December 31, 2012
|
|
$
|
304.7
|
|
|
$
|
(448.0
|
)
|
|
$
|
634.1
|
|
|
$
|
2,294.9
|
|
|
$
|
(789.0
|
)
|
|
$
|
1,996.7
|
|
|
$
|
3.5
|
|
|
$
|
2,000.2
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
58.8
|
|
|
$
|
101.0
|
|
Income from operations, net of income tax expense of $2.6 and $2.0 for 2011 and 2010, respectively
|
$
|
—
|
|
|
$
|
5.8
|
|
|
$
|
4.6
|
|
Gain (loss) on disposal, including income tax expense of $3.4 and $1.3 for 2012 and 2011, respectively
|
1.7
|
|
|
(15.2
|
)
|
|
—
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
1.7
|
|
|
$
|
(9.4
|
)
|
|
$
|
4.6
|
|
|
Foreign Currency
Translation
Loss, net of tax
|
|
Unrecognized
Pension & Other
Postretirement
Costs, net of tax
|
|
Derivative Hedging
Income (Loss), net of tax
|
|
Accumulated Other
Comprehensive Loss
|
||||||||
Balance at December 31, 2011
|
$
|
(207.1
|
)
|
|
$
|
(501.3
|
)
|
|
$
|
1.4
|
|
|
$
|
(707.0
|
)
|
Current period change
|
40.6
|
|
|
(119.8
|
)
|
|
(2.8
|
)
|
|
(82.0
|
)
|
||||
Balance at December 31, 2012
|
$
|
(166.5
|
)
|
|
$
|
(621.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(789.0
|
)
|
|
Foreign Currency Translation Income (Loss)
|
|
Change in Unrecognized
Pension & Other
Postretirement
Costs
|
|
Derivative Hedging
Income (Loss)
|
|
Other
Comprehensive Income (Loss)
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Pretax
|
$
|
42.1
|
|
|
$
|
(156.4
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(118.4
|
)
|
Tax (expense) benefit
|
(1.5
|
)
|
|
36.6
|
|
|
1.3
|
|
|
36.4
|
|
||||
After-tax
|
$
|
40.6
|
|
|
$
|
(119.8
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(82.0
|
)
|
2011
|
|
|
|
|
|
|
|
||||||||
Pretax
|
$
|
(27.7
|
)
|
|
$
|
(112.4
|
)
|
|
$
|
2.6
|
|
|
$
|
(137.5
|
)
|
Tax benefit (expense)
|
—
|
|
|
36.5
|
|
|
(1.0
|
)
|
|
35.5
|
|
||||
After-tax
|
$
|
(27.7
|
)
|
|
$
|
(75.9
|
)
|
|
$
|
1.6
|
|
|
$
|
(102.0
|
)
|
2010
|
|
|
|
|
|
|
|
||||||||
Pretax
|
$
|
(13.1
|
)
|
|
$
|
(37.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(50.1
|
)
|
Tax benefit (expense)
|
—
|
|
|
30.3
|
|
|
—
|
|
|
30.3
|
|
||||
After-tax
|
$
|
(13.1
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
0.3
|
|
|
$
|
(19.8
|
)
|
|
2012
|
|
2011
|
|
Since Inception Through December 31, 2012
|
||||||
Facility and other exit costs, including impairments
|
$
|
(0.7
|
)
|
|
$
|
8.4
|
|
|
$
|
7.7
|
|
Employee severance, termination benefits and relocation costs
|
29.2
|
|
|
18.3
|
|
|
47.5
|
|
|||
Exited contractual commitments and other
|
8.8
|
|
|
4.5
|
|
|
13.3
|
|
|||
|
$
|
37.3
|
|
|
$
|
31.2
|
|
|
$
|
68.5
|
|
|
December 31, 2011
|
|
|
|
|
|
December 31, 2012
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
11.2
|
|
|
29.2
|
|
|
(21.4
|
)
|
|
19.0
|
|
||||
Exited contractual commitments and other
|
4.5
|
|
|
8.8
|
|
|
(9.0
|
)
|
|
4.3
|
|
||||
|
$
|
15.7
|
|
|
$
|
37.3
|
|
|
$
|
(29.7
|
)
|
|
$
|
23.3
|
|
|
December 31, 2010
|
|
|
|
|
|
December 31, 2011
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
(8.4
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
—
|
|
|
18.3
|
|
|
(7.1
|
)
|
|
11.2
|
|
||||
Exited contractual commitments and other
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||
|
$
|
—
|
|
|
$
|
31.2
|
|
|
$
|
(15.5
|
)
|
|
$
|
15.7
|
|
|
December 31,
2011
|
|
|
|
|
|
December 31,
2012
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Home Solutions
|
$
|
7.1
|
|
|
$
|
7.6
|
|
|
$
|
(6.2
|
)
|
|
$
|
8.5
|
|
Writing
|
1.4
|
|
|
2.4
|
|
|
(3.1
|
)
|
|
0.7
|
|
||||
Tools
|
—
|
|
|
1.0
|
|
|
(0.8
|
)
|
|
0.2
|
|
||||
Commercial Products
|
—
|
|
|
5.6
|
|
|
(4.2
|
)
|
|
1.4
|
|
||||
Baby & Parenting
|
2.0
|
|
|
0.9
|
|
|
(2.0
|
)
|
|
0.9
|
|
||||
Specialty
|
2.4
|
|
|
3.4
|
|
|
(3.1
|
)
|
|
2.7
|
|
||||
Corporate
|
2.8
|
|
|
16.4
|
|
|
(10.3
|
)
|
|
8.9
|
|
||||
|
$
|
15.7
|
|
|
$
|
37.3
|
|
|
$
|
(29.7
|
)
|
|
$
|
23.3
|
|
|
December 31,
2010
|
|
|
|
|
|
December 31,
2011
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Home Solutions
|
$
|
—
|
|
|
$
|
7.8
|
|
|
$
|
(0.7
|
)
|
|
$
|
7.1
|
|
Writing
|
—
|
|
|
1.9
|
|
|
(0.5
|
)
|
|
1.4
|
|
||||
Baby & Parenting
|
—
|
|
|
2.4
|
|
|
(0.4
|
)
|
|
2.0
|
|
||||
Specialty
|
—
|
|
|
3.7
|
|
|
(1.3
|
)
|
|
2.4
|
|
||||
Corporate
|
—
|
|
|
15.4
|
|
|
(12.6
|
)
|
|
2.8
|
|
||||
|
$
|
—
|
|
|
$
|
31.2
|
|
|
$
|
(15.5
|
)
|
|
$
|
15.7
|
|
|
December 31, 2011
|
|
|
|
|
|
December 31, 2012
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Employee severance, termination benefits and relocation costs
|
$
|
6.0
|
|
|
$
|
14.8
|
|
|
$
|
(9.9
|
)
|
|
$
|
10.9
|
|
Exited contractual commitments and other
|
2.1
|
|
|
4.0
|
|
|
(4.1
|
)
|
|
2.0
|
|
||||
|
$
|
8.1
|
|
|
$
|
18.8
|
|
|
$
|
(14.0
|
)
|
|
$
|
12.9
|
|
|
December 31, 2010
|
|
|
|
|
|
December 31, 2011
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Employee severance, termination benefits and relocation costs
|
$
|
—
|
|
|
$
|
14.9
|
|
|
$
|
(8.9
|
)
|
|
$
|
6.0
|
|
Exited contractual commitments and other
|
—
|
|
|
4.0
|
|
|
(1.9
|
)
|
|
2.1
|
|
||||
|
$
|
—
|
|
|
$
|
18.9
|
|
|
$
|
(10.8
|
)
|
|
$
|
8.1
|
|
|
2010
|
|
Since Inception Through December 31, 2010
|
||||
Facility and other exit costs, including impairments
|
$
|
6.0
|
|
|
$
|
178.4
|
|
Employee severance, termination benefits and relocation costs
|
53.5
|
|
|
241.0
|
|
||
Exited contractual commitments and other
|
17.9
|
|
|
79.0
|
|
||
|
$
|
77.4
|
|
|
$
|
498.4
|
|
|
December 31,
2011
|
|
|
|
|
|
December 31,
2012
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Employee severance, termination benefits and relocation costs
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
1.8
|
|
Exited contractual commitments and other
|
5.9
|
|
|
—
|
|
|
(2.6
|
)
|
|
3.3
|
|
||||
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
(4.1
|
)
|
|
$
|
5.1
|
|
|
December 31,
2010
|
|
|
|
|
|
December 31,
2011
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Employee severance, termination benefits and relocation costs
|
$
|
22.2
|
|
|
$
|
—
|
|
|
$
|
(18.9
|
)
|
|
$
|
3.3
|
|
Exited contractual commitments and other
|
11.3
|
|
|
—
|
|
|
(5.4
|
)
|
|
5.9
|
|
||||
|
$
|
33.5
|
|
|
$
|
—
|
|
|
$
|
(24.3
|
)
|
|
$
|
9.2
|
|
Segment
|
2010
|
|
Since inception
through
December 31,
2010
|
||||
Home Solutions
|
$
|
6.6
|
|
|
$
|
125.6
|
|
Writing
|
23.7
|
|
|
187.7
|
|
||
Tools
|
7.3
|
|
|
68.6
|
|
||
Commercial Products
|
1.6
|
|
|
3.0
|
|
||
Baby & Parenting
|
8.1
|
|
|
22.8
|
|
||
Specialty
|
—
|
|
|
12.4
|
|
||
Corporate
|
30.1
|
|
|
78.3
|
|
||
|
$
|
77.4
|
|
|
$
|
498.4
|
|
|
December 31,
2011
|
|
|
|
|
|
December 31,
2012
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Writing
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.8
|
|
Tools
|
4.1
|
|
|
—
|
|
|
(1.1
|
)
|
|
3.0
|
|
||||
Corporate
|
2.8
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.3
|
|
||||
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
(4.1
|
)
|
|
$
|
5.1
|
|
|
December 31,
2010
|
|
|
|
|
|
December 31,
2011
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Home Solutions
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
Writing
|
10.5
|
|
|
—
|
|
|
(8.2
|
)
|
|
2.3
|
|
||||
Tools
|
4.7
|
|
|
—
|
|
|
(0.6
|
)
|
|
4.1
|
|
||||
Baby & Parenting
|
1.9
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
||||
Specialty
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
||||
Corporate
|
13.6
|
|
|
—
|
|
|
(10.8
|
)
|
|
2.8
|
|
||||
|
$
|
33.5
|
|
|
$
|
—
|
|
|
$
|
(24.3
|
)
|
|
$
|
9.2
|
|
Segment
|
2012
|
|
2011
|
|
2010
|
||||||
Home Solutions
|
$
|
7.6
|
|
|
$
|
7.8
|
|
|
$
|
6.6
|
|
Writing
|
2.4
|
|
|
1.9
|
|
|
23.7
|
|
|||
Tools
|
1.0
|
|
|
—
|
|
|
7.3
|
|
|||
Commercial Products
|
5.6
|
|
|
—
|
|
|
1.6
|
|
|||
Baby & Parenting
|
0.9
|
|
|
2.4
|
|
|
8.1
|
|
|||
Specialty
|
3.4
|
|
|
3.7
|
|
|
—
|
|
|||
Corporate
|
35.2
|
|
|
34.3
|
|
|
30.1
|
|
|||
|
$
|
56.1
|
|
|
$
|
50.1
|
|
|
$
|
77.4
|
|
|
2012
|
|
2011
|
||||
Materials and supplies
|
$
|
126.6
|
|
|
$
|
130.8
|
|
Work in process
|
109.3
|
|
|
105.6
|
|
||
Finished products
|
460.5
|
|
|
463.5
|
|
||
|
$
|
696.4
|
|
|
$
|
699.9
|
|
|
2012
|
|
2011
|
||||
Land
|
$
|
27.5
|
|
|
$
|
28.5
|
|
Buildings and improvements
|
368.1
|
|
|
381.0
|
|
||
Machinery and equipment
|
1,748.6
|
|
|
1,743.4
|
|
||
|
2,144.2
|
|
|
2,152.9
|
|
||
Accumulated depreciation
|
(1,584.0
|
)
|
|
(1,601.5
|
)
|
||
|
$
|
560.2
|
|
|
$
|
551.4
|
|
Segment
|
December 31,
2011
Balance
|
Acquisitions
|
Impairment
Charges
(2)
|
Other Adjustments
(1)
|
Foreign Currency
|
December 31,
2012
Balance
(2)
|
||||||||||||
Home Solutions
|
$
|
226.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
226.9
|
|
Writing
|
764.8
|
|
—
|
|
—
|
|
0.9
|
|
0.8
|
|
766.5
|
|
||||||
Tools
|
480.3
|
|
—
|
|
—
|
|
—
|
|
1.9
|
|
482.2
|
|
||||||
Commercial Products
|
387.5
|
|
—
|
|
—
|
|
—
|
|
0.2
|
|
387.7
|
|
||||||
Baby & Parenting
|
134.0
|
|
—
|
|
—
|
|
(3.4
|
)
|
(2.6
|
)
|
128.0
|
|
||||||
Specialty
|
372.5
|
|
—
|
|
—
|
|
3.2
|
|
3.2
|
|
378.9
|
|
||||||
|
$
|
2,366.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.7
|
|
$
|
3.5
|
|
$
|
2,370.2
|
|
Segment
|
December 31,
2010
Balance
|
Acquisitions
|
Impairment
Charges
(2)
|
Other Adjustments
(1)
|
Foreign Currency
|
December 31,
2011
Balance
|
||||||||||||
Home Solutions
|
$
|
226.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
226.9
|
|
Writing
|
771.8
|
|
—
|
|
—
|
|
—
|
|
(7.0
|
)
|
764.8
|
|
||||||
Tools
|
464.6
|
|
—
|
|
—
|
|
15.9
|
|
(0.2
|
)
|
480.3
|
|
||||||
Commercial Products
|
387.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
387.5
|
|
||||||
Baby & Parenting
|
435.7
|
|
—
|
|
(305.5
|
)
|
—
|
|
3.8
|
|
134.0
|
|
||||||
Specialty
|
463.0
|
|
2.2
|
|
(64.7
|
)
|
(25.2
|
)
|
(2.8
|
)
|
372.5
|
|
||||||
|
$
|
2,749.5
|
|
$
|
2.2
|
|
$
|
(370.2
|
)
|
$
|
(9.3
|
)
|
$
|
(6.2
|
)
|
$
|
2,366.0
|
|
(1)
|
The other adjustment for Baby & Parenting in 2012 was due to the settlement of a contingency that was initially recorded in conjunction with the acquisition of Aprica in 2008. The other adjustment for Specialty for 2011 includes a payment of
$10.0 million
for contingent payments relating to the Company’s acquisition of PSI Systems, Inc. (“Endicia”) in 2007. The contingent payments are based on Endicia’s post-acquisition revenues. The other adjustment for 2011 for Specialty also includes the goodwill of the hand torch and solder business that was written off in connection with the sale of the business in 2011.
|
(2)
|
Cumulative impairment charges relating to goodwill since January 1, 2002 were
$1,642.4 million
as of December 31, 2012 and 2011. Of this amount,
$538.0 million
was included in cumulative effect of accounting change, and
$298.9 million
was included in discontinued operations.
|
|
2012
|
|
2011
|
||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Book Value
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Book Value
|
||||||||||||
Trade names — indefinite life
|
$
|
311.1
|
|
$
|
—
|
|
$
|
311.1
|
|
|
$
|
311.3
|
|
$
|
—
|
|
$
|
311.3
|
|
Trade names — other
|
42.1
|
|
(28.0
|
)
|
14.1
|
|
|
42.3
|
|
(25.1
|
)
|
17.2
|
|
||||||
Capitalized software
|
429.9
|
|
(160.7
|
)
|
269.2
|
|
|
387.1
|
|
(125.8
|
)
|
261.3
|
|
||||||
Patents
|
92.2
|
|
(68.2
|
)
|
24.0
|
|
|
88.4
|
|
(59.2
|
)
|
29.2
|
|
||||||
Customer lists
|
113.5
|
|
(77.9
|
)
|
35.6
|
|
|
114.6
|
|
(67.6
|
)
|
47.0
|
|
||||||
Other
|
3.1
|
|
(3.0
|
)
|
0.1
|
|
|
3.1
|
|
(3.0
|
)
|
0.1
|
|
||||||
|
$
|
991.9
|
|
$
|
(337.8
|
)
|
$
|
654.1
|
|
|
$
|
946.8
|
|
$
|
(280.7
|
)
|
$
|
666.1
|
|
|
Weighted-Average Amortization Period (in years)
|
Amortization Periods (in years)
|
Trade names — indefinite life
|
N/A
|
N/A
|
Trade names — other
|
10
|
3 – 20 years
|
Capitalized software
|
10
|
3 – 12 years
|
Patents
|
7
|
3 – 14 years
|
Customer lists
|
8
|
3 – 10 years
|
Other
|
5
|
3 – 5 years
|
|
9
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
$51.2
|
$49.5
|
$43.5
|
$39.0
|
$36.7
|
|
2012
|
|
2011
|
||||
Customer accruals
|
$
|
269.8
|
|
|
$
|
250.7
|
|
Accruals for manufacturing, marketing and freight expenses
|
91.6
|
|
|
105.1
|
|
||
Accrued self-insurance liabilities
|
56.9
|
|
|
66.8
|
|
||
Accrued pension, defined contribution and other postretirement benefits
|
45.8
|
|
|
54.6
|
|
||
Accrued contingencies, primarily legal, environmental and warranty
|
38.3
|
|
|
37.2
|
|
||
Accrued restructuring (See Footnote 4)
|
41.3
|
|
|
33.0
|
|
||
Other
|
114.3
|
|
|
146.1
|
|
||
Other accrued liabilities
|
$
|
658.0
|
|
|
$
|
693.5
|
|
|
2012
|
|
2011
|
||||
Medium-term notes
|
$
|
1,703.9
|
|
|
$
|
1,632.3
|
|
Convertible notes
|
0.1
|
|
|
0.1
|
|
||
Junior convertible subordinated debentures
|
—
|
|
|
436.7
|
|
||
Receivables facility
|
200.0
|
|
|
100.0
|
|
||
Other debt
|
14.4
|
|
|
7.7
|
|
||
Total debt
|
1,918.4
|
|
|
2,176.8
|
|
||
Short-term debt
|
(210.7
|
)
|
|
(103.6
|
)
|
||
Current portion of long-term debt
|
(1.2
|
)
|
|
(263.9
|
)
|
||
Long-term debt
|
$
|
1,706.5
|
|
|
$
|
1,809.3
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
Total
|
||||||||||||||
$
|
211.9
|
|
$
|
—
|
|
$
|
250.0
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
1,106.5
|
|
$
|
1,918.4
|
|
|
2012
|
|
2011
|
||||
6.75% senior notes due 2012
|
$
|
—
|
|
|
$
|
250.0
|
|
5.50% senior notes due 2013
|
—
|
|
|
500.0
|
|
||
2.00% senior notes due 2015
|
250.0
|
|
|
—
|
|
||
2.05% senior notes due 2017
|
350.0
|
|
|
—
|
|
||
6.25% senior notes due 2018
|
250.0
|
|
|
250.0
|
|
||
10.60% senior notes due 2019
|
20.7
|
|
|
20.7
|
|
||
4.70% senior notes due 2020
|
550.0
|
|
|
550.0
|
|
||
4.00% senior notes due 2022
|
250.0
|
|
|
—
|
|
||
6.11% senior notes due 2028
|
1.5
|
|
|
10.0
|
|
||
Interest rate swaps
|
31.7
|
|
|
35.8
|
|
||
Unamortized gain on termination of interest rate swaps
|
—
|
|
|
15.8
|
|
||
Total medium-term notes
|
$
|
1,703.9
|
|
|
$
|
1,632.3
|
|
|
|
|
|
Assets
|
|
|
|
Liabilities
|
||||||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Location
|
|
2012
|
|
2011
|
|
Balance Sheet Location
|
|
2012
|
|
2011
|
||||||||
Interest rate swaps
|
|
Other assets
|
|
$
|
38.9
|
|
|
$
|
35.8
|
|
|
Other noncurrent liabilities
|
|
$
|
7.2
|
|
|
$
|
—
|
|
Foreign exchange contracts on inventory-related purchases
|
|
Prepaid expenses and other
|
|
0.5
|
|
|
1.9
|
|
|
Other accrued liabilities
|
|
0.2
|
|
|
—
|
|
||||
Foreign exchange contracts on intercompany borrowings
|
|
Prepaid expenses and other
|
|
—
|
|
|
0.5
|
|
|
Other accrued liabilities
|
|
1.1
|
|
|
—
|
|
||||
Total assets
|
|
|
|
$
|
39.4
|
|
|
$
|
38.2
|
|
|
Total liabilities
|
|
$
|
8.5
|
|
|
$
|
—
|
|
Derivatives in fair value relationships
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) recognized in income
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||
Interest rate swaps
|
Interest expense, net
|
|
$
|
(4.0
|
)
|
|
$
|
16.2
|
|
|
$
|
23.9
|
|
Fixed-rate debt
|
Interest expense, net
|
|
$
|
4.0
|
|
|
$
|
(16.2
|
)
|
|
$
|
(23.9
|
)
|
Derivatives in cash flow hedging relationships
|
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) reclassified from AOCI into income
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||
Foreign exchange contracts on inventory-related purchases
|
|
Cost of products sold
|
|
$
|
(0.1
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(1.8
|
)
|
Foreign exchange contracts on intercompany borrowings
|
|
Interest expense, net
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
0.5
|
|
|||
Forward interest rate swaps
|
|
Interest expense, net
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Commodity swap
|
|
Cost of products sold
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
$
|
(3.2
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(1.3
|
)
|
Derivatives in cash flow hedging relationships
|
|
Amount of gain (loss) recognized in AOCI
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||
Foreign exchange contracts on inventory-related purchases
|
|
$
|
(1.7
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(1.4
|
)
|
Foreign exchange contracts on intercompany borrowings
|
|
(2.1
|
)
|
|
1.8
|
|
|
4.3
|
|
|||
Forward interest rate swaps
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||
Commodity swap
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
(9.2
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
2.9
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
Total
|
$105.5
|
$81.0
|
$68.9
|
$53.3
|
$44.7
|
$103.9
|
$457.3
|
2013
|
2014
|
2015
|
Total
|
$645.6
|
$90.9
|
$6.4
|
$742.9
|
|
U.S.
|
|
International
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,054.9
|
|
|
$
|
969.6
|
|
|
$
|
536.3
|
|
|
$
|
482.6
|
|
Service cost
|
3.0
|
|
|
4.3
|
|
|
7.9
|
|
|
6.0
|
|
||||
Interest cost
|
45.9
|
|
|
49.4
|
|
|
25.2
|
|
|
26.6
|
|
||||
Actuarial loss
|
135.0
|
|
|
88.6
|
|
|
38.0
|
|
|
46.1
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
21.6
|
|
|
(2.0
|
)
|
||||
Benefits paid
|
(69.3
|
)
|
|
(57.3
|
)
|
|
(32.3
|
)
|
|
(22.1
|
)
|
||||
Curtailments, settlement costs and other
|
1.0
|
|
|
0.3
|
|
|
5.9
|
|
|
(0.9
|
)
|
||||
Benefit obligation at end of year
|
$
|
1,170.5
|
|
|
$
|
1,054.9
|
|
|
$
|
602.6
|
|
|
$
|
536.3
|
|
|
U.S.
|
|
International
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
634.9
|
|
|
$
|
635.0
|
|
|
$
|
484.5
|
|
|
$
|
426.3
|
|
Actual return on plan assets
|
74.9
|
|
|
29.0
|
|
|
4.7
|
|
|
63.2
|
|
||||
Contributions
|
66.6
|
|
|
28.2
|
|
|
22.3
|
|
|
20.3
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
20.2
|
|
|
(0.2
|
)
|
||||
Benefits paid
|
(69.3
|
)
|
|
(57.3
|
)
|
|
(32.3
|
)
|
|
(22.1
|
)
|
||||
Settlement charges and other
|
—
|
|
|
—
|
|
|
2.5
|
|
|
(3.0
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
707.1
|
|
|
$
|
634.9
|
|
|
$
|
501.9
|
|
|
$
|
484.5
|
|
Funded status at end of year
|
$
|
(463.4
|
)
|
|
$
|
(420.0
|
)
|
|
$
|
(100.7
|
)
|
|
$
|
(51.8
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid benefit cost, included in other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
23.9
|
|
Accrued current benefit cost, included in other accrued liabilities
|
(9.7
|
)
|
|
(17.7
|
)
|
|
(4.4
|
)
|
|
(4.6
|
)
|
||||
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(453.7
|
)
|
|
(402.3
|
)
|
|
(101.1
|
)
|
|
(71.1
|
)
|
||||
Total
|
$
|
(463.4
|
)
|
|
$
|
(420.0
|
)
|
|
$
|
(100.7
|
)
|
|
$
|
(51.8
|
)
|
Amounts recognized in AOCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(7.6
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
Net loss
|
(777.9
|
)
|
|
(679.6
|
)
|
|
(132.2
|
)
|
|
(71.5
|
)
|
||||
AOCI, pretax
|
$
|
(785.5
|
)
|
|
$
|
(688.5
|
)
|
|
$
|
(131.6
|
)
|
|
$
|
(70.5
|
)
|
Accumulated benefit obligation
|
$
|
1,162.5
|
|
|
$
|
1,049.7
|
|
|
$
|
592.3
|
|
|
$
|
528.1
|
|
|
U.S.
|
|
International
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.50
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
4.69
|
%
|
Long-term rate of compensation increase
|
2.50
|
%
|
|
2.80
|
%
|
|
3.84
|
%
|
|
3.72
|
%
|
|
U.S.
|
|
International
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Service cost-benefits earned during the year
|
$
|
3.0
|
|
|
$
|
4.3
|
|
|
$
|
4.0
|
|
|
$
|
7.9
|
|
|
$
|
6.0
|
|
|
$
|
4.8
|
|
Interest cost on projected benefit obligation
|
45.9
|
|
|
49.4
|
|
|
50.6
|
|
|
25.2
|
|
|
26.6
|
|
|
26.6
|
|
||||||
Expected return on plan assets
|
(59.7
|
)
|
|
(59.6
|
)
|
|
(57.5
|
)
|
|
(25.6
|
)
|
|
(28.3
|
)
|
|
(24.8
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prior service cost
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
|
1.9
|
|
|
3.4
|
|
|
—
|
|
||||||
Actuarial loss
|
21.5
|
|
|
16.1
|
|
|
11.3
|
|
|
1.3
|
|
|
0.9
|
|
|
2.0
|
|
||||||
Curtailment, settlement and termination benefit costs
|
1.1
|
|
|
0.2
|
|
|
—
|
|
|
1.6
|
|
|
(0.8
|
)
|
|
3.2
|
|
||||||
Net pension cost
|
$
|
13.1
|
|
|
$
|
11.7
|
|
|
$
|
9.7
|
|
|
$
|
12.3
|
|
|
$
|
7.8
|
|
|
$
|
11.8
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.50
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
4.65
|
%
|
|
5.35
|
%
|
|
5.70
|
%
|
Long-term rate of return on plan assets
|
8.25
|
%
|
|
8.25
|
%
|
|
8.25
|
%
|
|
5.12
|
%
|
|
6.39
|
%
|
|
6.32
|
%
|
Long-term rate of compensation increase
|
2.80
|
%
|
|
2.70
|
%
|
|
3.00
|
%
|
|
3.74
|
%
|
|
4.02
|
%
|
|
4.22
|
%
|
|
U.S.
|
|
International
|
||||||||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
|
Significant Other Observable Inputs
|
Significant Unobservable Inputs
|
Total
|
% of Total Assets as of December 31,
|
|
Quoted Prices in Active Markets for Identical Assets
|
Significant Other Observable Inputs
|
Significant Unobservable Inputs
|
Total
|
% of Total Assets as of December 31,
|
||||||||||||||||||
2012
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2012
|
2011
|
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2012
|
2011
|
||||||||||||||||||
Equity
(1), (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. large cap
|
$
|
41.0
|
|
$
|
108.0
|
|
$
|
—
|
|
$
|
149.0
|
|
|
|
|
$
|
4.9
|
|
$
|
6.5
|
|
$
|
—
|
|
$
|
11.4
|
|
|
|
U.S. small cap
|
27.0
|
|
—
|
|
—
|
|
27.0
|
|
|
|
|
5.5
|
|
3.2
|
|
—
|
|
8.7
|
|
|
|
||||||||
International
|
28.7
|
|
105.0
|
|
—
|
|
133.7
|
|
|
|
|
8.3
|
|
29.5
|
|
—
|
|
37.8
|
|
|
|
||||||||
Total equity
|
96.7
|
|
213.0
|
|
—
|
|
309.7
|
|
44%
|
40%
|
|
18.7
|
|
39.2
|
|
—
|
|
57.9
|
|
12%
|
11%
|
||||||||
Fixed income
(2), (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
46.4
|
|
10.9
|
|
—
|
|
57.3
|
|
|
|
|
—
|
|
2.0
|
|
—
|
|
2.0
|
|
|
|
||||||||
Other government
|
26.2
|
|
28.2
|
|
—
|
|
54.4
|
|
|
|
|
—
|
|
59.0
|
|
—
|
|
59.0
|
|
|
|
||||||||
Asset-backed securities
|
—
|
|
14.7
|
|
—
|
|
14.7
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Corporate bonds
|
133.0
|
|
30.8
|
|
—
|
|
163.8
|
|
|
|
|
—
|
|
41.6
|
|
—
|
|
41.6
|
|
|
|
||||||||
Short-term investments
|
2.8
|
|
6.3
|
|
—
|
|
9.1
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Total fixed income
|
208.4
|
|
90.9
|
|
—
|
|
299.3
|
|
42
|
45
|
|
—
|
|
102.6
|
|
—
|
|
102.6
|
|
20
|
19
|
||||||||
Insurance contracts
(3)
|
—
|
|
16.6
|
|
—
|
|
16.6
|
|
2
|
3
|
|
—
|
|
228.6
|
|
—
|
|
228.6
|
|
46
|
37
|
||||||||
Venture capital and partnerships
(4)
|
—
|
|
—
|
|
47.5
|
|
47.5
|
|
7
|
7
|
|
—
|
|
25.5
|
|
0.3
|
|
25.8
|
|
5
|
5
|
||||||||
Real estate
(5)
|
—
|
|
—
|
|
25.0
|
|
25.0
|
|
4
|
4
|
|
—
|
|
3.6
|
|
2.7
|
|
6.3
|
|
1
|
2
|
||||||||
Cash and cash equivalents
(6)
|
—
|
|
6.0
|
|
—
|
|
6.0
|
|
1
|
1
|
|
32.9
|
|
32.5
|
|
—
|
|
65.4
|
|
13
|
14
|
||||||||
Derivatives
(8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
(27.8
|
)
|
—
|
|
(27.8
|
)
|
(6)
|
—
|
||||||||
Commodity funds
(9)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
18.3
|
|
4.3
|
|
—
|
|
22.6
|
|
5
|
—
|
||||||||
Other
|
—
|
|
3.0
|
|
—
|
|
3.0
|
|
—
|
—
|
|
—
|
|
20.5
|
|
—
|
|
20.5
|
|
4
|
12
|
||||||||
Total
|
$
|
305.1
|
|
$
|
329.5
|
|
$
|
72.5
|
|
$
|
707.1
|
|
100%
|
100%
|
|
$
|
69.9
|
|
$
|
429.0
|
|
$
|
3.0
|
|
$
|
501.9
|
|
100%
|
100%
|
|
U.S.
|
|
International
|
||||||||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
|
Significant Other Observable Inputs
|
Significant Unobservable Inputs
|
Total
|
% of Total Assets as of December 31,
|
|
Quoted Prices in Active Markets for Identical Assets
|
Significant Other Observable Inputs
|
Significant Unobservable Inputs
|
Total
|
% of Total Assets as of December 31,
|
||||||||||||||||||
2011
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2011
|
2010
|
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2011
|
2010
|
||||||||||||||||||
Equity
(1), (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. large cap
|
$
|
70.8
|
|
$
|
50.4
|
|
$
|
—
|
|
$
|
121.2
|
|
|
|
|
$
|
8.2
|
|
$
|
1.7
|
|
$
|
—
|
|
$
|
9.9
|
|
|
|
U.S. small cap
|
23.1
|
|
—
|
|
—
|
|
23.1
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
International
|
25.6
|
|
84.0
|
|
—
|
|
109.6
|
|
|
|
|
42.0
|
|
3.1
|
|
—
|
|
45.1
|
|
|
|
||||||||
Total equity
|
119.5
|
|
134.4
|
|
—
|
|
253.9
|
|
40%
|
50%
|
|
50.2
|
|
4.8
|
|
—
|
|
55.0
|
|
11%
|
30%
|
||||||||
Fixed income
(2), (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
56.3
|
|
15.7
|
|
—
|
|
72.0
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Other government
|
16.9
|
|
14.1
|
|
—
|
|
31.0
|
|
|
|
|
32.3
|
|
—
|
|
—
|
|
32.3
|
|
|
|
||||||||
Asset-backed securities
|
—
|
|
17.4
|
|
—
|
|
17.4
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Corporate bonds
|
117.0
|
|
41.7
|
|
—
|
|
158.7
|
|
|
|
|
52.5
|
|
6.1
|
|
—
|
|
58.6
|
|
|
|
||||||||
Short-term investments
|
—
|
|
7.2
|
|
—
|
|
7.2
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Total fixed income
|
190.2
|
|
96.1
|
|
—
|
|
286.3
|
|
45
|
36
|
|
84.8
|
|
6.1
|
|
—
|
|
90.9
|
|
19
|
21
|
||||||||
Insurance contracts
(3)
|
—
|
|
18.4
|
|
—
|
|
18.4
|
|
3
|
3
|
|
—
|
|
178.5
|
|
—
|
|
178.5
|
|
37
|
24
|
||||||||
Venture capital and partnerships
(4)
|
—
|
|
1.8
|
|
46.0
|
|
47.8
|
|
7
|
7
|
|
17.6
|
|
5.5
|
|
0.3
|
|
23.4
|
|
5
|
9
|
||||||||
Real estate
(5)
|
—
|
|
—
|
|
22.7
|
|
22.7
|
|
4
|
3
|
|
3.5
|
|
—
|
|
5.6
|
|
9.1
|
|
2
|
2
|
||||||||
Cash and cash equivalents
(6)
|
—
|
|
5.8
|
|
—
|
|
5.8
|
|
1
|
1
|
|
68.4
|
|
0.1
|
|
—
|
|
68.5
|
|
14
|
9
|
||||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
18.9
|
|
40.2
|
|
—
|
|
59.1
|
|
12
|
5
|
||||||||
Total
|
$
|
309.7
|
|
$
|
256.5
|
|
$
|
68.7
|
|
$
|
634.9
|
|
100%
|
100%
|
|
$
|
243.4
|
|
$
|
235.2
|
|
$
|
5.9
|
|
$
|
484.5
|
|
100%
|
100%
|
(1)
|
Equity securities primarily comprise mutual funds and common/collective trust funds. Investments in mutual funds and common/collective trust funds are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date. The common/collective trust funds are generally actively managed investment vehicles.
|
(2)
|
Fixed income investments primarily comprise mutual funds and common/collective trust funds that invest in corporate and government bonds. Investments in mutual funds and common/collective trust funds are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date. The investments in fixed income securities include both actively managed funds and index funds.
|
(3)
|
The fair values of insurance contracts are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities.
|
(4)
|
Venture capital and partnerships are valued at net asset value, which is generally calculated using the most recent partnership financial reports.
|
(5)
|
Real estate investments are generally investments in limited partnerships, real estate investment trusts and similar vehicles that invest in real estate. The values of the investments are generally based on the most recent financial reports of the investment vehicles. The managers of each of the investment vehicles estimate the values of the real estate assets underlying the real estate investments using third-party appraisals and other valuation techniques and analysis.
|
(6)
|
Cash and cash equivalents include investments in stable value funds. Stable value funds are generally invested in common trust funds and interest-bearing accounts.
|
(7)
|
In the U.S. pension plan assets, certain equity and fixed income investments are held in separately managed investment accounts. The underlying investments in these separately managed accounts are primarily publicly traded securities that are directly owned by the U.S. pension plan, and such investments have been valued using the quoted price as of December 31, 2012 and 2011. Accordingly, these investments have been classified as Level 1 as of December 31, 2012 and 2011.
|
(8)
|
Derivatives primarily consist of interest rate and inflation swaps relating to the Company’s international plans. Included in cash and cash equivalents is an amount of
$31.4 million
that relates to cash collateral posted with third parties for the derivatives that are in a liability position as of December 31, 2012.
|
(9)
|
Commodity assets primarily consist of exchange traded funds that have publicly quoted prices and are therefore classified as Level 1 investments.
|
|
Venture Capital and Partnerships
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Fair value as of December 31, 2010
|
$
|
47.4
|
|
|
$
|
25.2
|
|
|
$
|
0.5
|
|
|
$
|
73.1
|
|
Realized losses
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
||||
Unrealized gains (losses)
|
3.2
|
|
|
(0.5
|
)
|
|
3.7
|
|
|
6.4
|
|
||||
Purchases
|
3.5
|
|
|
3.6
|
|
|
—
|
|
|
7.1
|
|
||||
Sales
|
(7.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(8.3
|
)
|
||||
Fair value as of December 31, 2011
|
$
|
46.3
|
|
|
$
|
28.3
|
|
|
$
|
—
|
|
|
$
|
74.6
|
|
Realized losses
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Unrealized gains
|
2.7
|
|
|
2.6
|
|
|
—
|
|
|
5.3
|
|
||||
Purchases
|
3.6
|
|
|
0.9
|
|
|
—
|
|
|
4.5
|
|
||||
Sales
|
(4.8
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||
Fair value as of December 31, 2012
|
$
|
47.8
|
|
|
$
|
27.7
|
|
|
$
|
—
|
|
|
$
|
75.5
|
|
Asset Category
|
Target
|
||
U.S.
|
|
International
|
|
Equity
|
45%
|
|
23%
|
Fixed income
|
40
|
|
14
|
Insurance contracts
|
5
|
|
24
|
Cash and equivalents
|
—
|
|
21
|
Other investments
(1)
|
10
|
|
18
|
Total
|
100%
|
|
100%
|
|
2012
|
|
2011
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
165.2
|
|
|
$
|
166.5
|
|
Service cost
|
1.3
|
|
|
1.3
|
|
||
Interest cost
|
7.1
|
|
|
8.3
|
|
||
Actuarial (gain) loss
|
(2.9
|
)
|
|
0.3
|
|
||
Benefits paid, net
|
(11.9
|
)
|
|
(11.2
|
)
|
||
Benefit obligation at end of year
|
$
|
158.8
|
|
|
$
|
165.2
|
|
Funded status and net liability recognized at end of year
|
$
|
(158.8
|
)
|
|
$
|
(165.2
|
)
|
|
|
|
|
||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
||
Accrued current benefit cost, included in other accrued liabilities
|
$
|
(12.9
|
)
|
|
$
|
(13.6
|
)
|
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(145.9
|
)
|
|
(151.6
|
)
|
||
Total
|
$
|
(158.8
|
)
|
|
$
|
(165.2
|
)
|
|
|
|
|
||||
Amounts recognized in AOCI:
|
|
|
|
|
|
||
Prior service credit
|
$
|
8.4
|
|
|
$
|
10.8
|
|
Net loss
|
(22.6
|
)
|
|
(26.6
|
)
|
||
AOCI, pretax
|
$
|
(14.2
|
)
|
|
$
|
(15.8
|
)
|
|
2012
|
|
2011
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
Discount rate
|
3.50%
|
|
4.50%
|
Long-term health care cost trend rate
|
4.50%
|
|
4.50%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost-benefits earned during the year
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
1.5
|
|
Interest cost on projected benefit obligation
|
7.1
|
|
|
8.3
|
|
|
9.2
|
|
|||
Amortization of:
|
|
|
|
|
|
|
|||||
Prior service benefit
|
(2.4
|
)
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|||
Actuarial loss
|
1.2
|
|
|
1.2
|
|
|
0.9
|
|
|||
Net postretirement benefit costs
|
$
|
7.2
|
|
|
$
|
8.4
|
|
|
$
|
9.2
|
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
0.8
|
|
|
$
|
(0.7
|
)
|
Effect on postretirement benefit obligations
|
$
|
15.8
|
|
|
$
|
(13.9
|
)
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018-2021
|
||||||||||||
Pension benefits
(1)
|
$
|
82.6
|
|
$
|
80.7
|
|
$
|
81.6
|
|
$
|
82.2
|
|
$
|
87.8
|
|
$
|
449.7
|
|
Other postretirement benefits
|
$
|
12.4
|
|
$
|
12.1
|
|
$
|
11.9
|
|
$
|
11.5
|
|
$
|
11.5
|
|
$
|
57.9
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
399.6
|
|
|
$
|
134.6
|
|
|
$
|
288.2
|
|
Income (loss) from discontinued operations
|
1.7
|
|
|
(9.4
|
)
|
|
4.6
|
|
|||
Net income
|
$
|
401.3
|
|
|
$
|
125.2
|
|
|
$
|
292.8
|
|
Dividends and equivalents for share-based awards expected to be forfeited
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net income for basic earnings per share
|
$
|
401.4
|
|
|
$
|
125.3
|
|
|
$
|
292.9
|
|
Effect of Preferred Securities
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income for diluted earnings per share
|
$
|
401.4
|
|
|
$
|
125.3
|
|
|
$
|
292.9
|
|
Denominator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
288.5
|
|
|
290.5
|
|
|
279.3
|
|
|||
Share-based payment awards classified as participating securities
|
2.7
|
|
|
3.1
|
|
|
3.1
|
|
|||
Denominator for basic earnings per share
|
291.2
|
|
|
293.6
|
|
|
282.4
|
|
|||
Dilutive securities
(2)
|
2.4
|
|
|
2.4
|
|
|
2.5
|
|
|||
Convertible Notes
(3)
|
—
|
|
|
0.2
|
|
|
13.1
|
|
|||
Warrants
(4)
|
—
|
|
|
—
|
|
|
7.4
|
|
|||
Preferred Securities
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings per share
|
293.6
|
|
|
296.2
|
|
|
305.4
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.37
|
|
|
$
|
0.46
|
|
|
$
|
1.02
|
|
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.03
|
)
|
|
0.02
|
|
|||
Net income
|
$
|
1.38
|
|
|
$
|
0.43
|
|
|
$
|
1.04
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.36
|
|
|
$
|
0.45
|
|
|
$
|
0.94
|
|
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.03
|
)
|
|
0.02
|
|
|||
Net income
|
$
|
1.37
|
|
|
$
|
0.42
|
|
|
$
|
0.96
|
|
(1)
|
The Preferred Securities are anti-dilutive for all years presented, and therefore have been excluded from diluted earnings per share. Had the Preferred Securities been included in the diluted earnings per share calculation, net income for 2012 would be increased by
$7.7 million
and by
$14.0 million
for each of 2011 and 2010. Weighted-average shares outstanding would be increased by
4.5 million
shares for 2012 and by
8.3 million
shares for each of 2011 and 2010. The Preferred Securities were redeemed during 2012. See Footnote 9 for further information.
|
(2)
|
Dilutive securities include “in the money” options, non-participating restricted stock units and performance stock units. The weighted-average shares outstanding for 2012, 2011 and 2010 exclude the effect of approximately
9.4 million
,
12.4 million
and
13.2 million
stock options and other securities, respectively, because such securities were anti-dilutive.
|
(3)
|
The Convertible Notes issued in March 2009 were dilutive to the extent the average price during the period was greater than
$8.61
, the conversion price of the Convertible Notes, and the Convertible Notes were only dilutive for the “in the money” portion of the Convertible Notes that could be settled with the Company’s stock. The Convertible Notes were dilutive for all years presented, as the average price of the Company’s common stock during these periods was greater than
$8.61
. As disclosed in Footnote 9, substantially all of the remaining outstanding principal amount of the Convertible Notes was extinguished in March 2011, and as such, dilution for 2011 takes into consideration the period of time the Convertible Notes were outstanding. The Convertible Notes will not meaningfully impact diluted average shares outstanding in subsequent periods because the maximum amount of shares required to settle the “in the money” portion of the
$0.1 million
principal amount of the Convertible Notes outstanding as of December 31, 2012 and 2011 is not material. As disclosed in Footnote 9,
$324.7 million
of the
$345.0 million
principal amount of the Convertible Notes was extinguished in September 2010, and as such, dilution for 2010 takes into consideration the period of time the Convertible Notes were outstanding.
|
(4)
|
The warrants were dilutive for the period the warrants were outstanding during 2010 because the average price of the Company’s common stock during quarterly periods the warrants were outstanding was greater than
$11.59
, the exercise price of the warrants. As disclosed in Footnote 10, the warrants were settled during September 2010, and as such, dilution for 2010 takes into consideration the period of time the warrants were outstanding.
|
|
2010 Plan
|
|
Authorized for issuance
|
21.0
|
|
Issued and reserved for issuance of outstanding:
|
|
|
Options
|
0.8
|
|
Restricted stock units (2 1/2 times the number of awards)
|
8.2
|
|
Performance-based restricted stock units (2 1/2 times the number of awards)
|
3.1
|
|
Shares available for issuance
|
8.9
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Stock options
|
$
|
4.3
|
|
|
$
|
12.5
|
|
|
$
|
13.9
|
|
Restricted stock and restricted stock units
|
28.6
|
|
|
30.5
|
|
|
22.6
|
|
|||
Stock-based compensation
|
$
|
32.9
|
|
|
$
|
43.0
|
|
|
$
|
36.5
|
|
Stock-based compensation, net of income tax benefit of $11.7 million, $11.2 million and $8.0 million in 2012, 2011 and 2010, respectively
|
$
|
21.2
|
|
|
$
|
31.8
|
|
|
$
|
28.5
|
|
|
Shares
|
Weighted-Average Exercise Price
|
Exercisable
at End of Year
|
Weighted-Average Exercise Price
|
Weighted-Average Fair Value of Options Granted During the Year
|
Aggregate
Intrinsic
Value
|
||
Outstanding at December 31, 2009
|
16.3
|
|
$22
|
7.6
|
|
$26
|
|
$21.1
|
Granted
|
1.5
|
|
$14
|
|
|
$5
|
|
|
Exercised
|
(0.1
|
)
|
$9
|
|
|
|
$0.5
|
|
Forfeited / expired
|
(1.4
|
)
|
$23
|
|
|
|
|
|
Outstanding at December 31, 2010
|
16.3
|
|
$22
|
8.9
|
|
$26
|
|
$35.4
|
Granted
|
1.0
|
|
$19
|
|
|
$7
|
|
|
Forfeited / expired
|
(1.9
|
)
|
$23
|
|
|
|
|
|
Outstanding at December 31, 2011
|
15.4
|
|
$21
|
9.8
|
|
$24
|
|
$25.3
|
Exercised
|
(1.8
|
)
|
$9
|
|
|
|
$19.1
|
|
Forfeited / expired
|
(2.5
|
)
|
$26
|
|
|
|
|
|
Outstanding at December 31, 2012
|
11.1
|
|
$22
|
9.0
|
|
$23
|
|
$27.8
|
Vested and expected to vest at December 31, 2012
|
11.0
|
|
$22
|
|
|
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Outstanding at December 31, 2009
|
4.6
|
|
|
$15
|
Granted
|
2.2
|
|
|
$14
|
Vested
|
(1.1
|
)
|
|
$24
|
Forfeited
|
(0.5
|
)
|
|
$13
|
Outstanding at December 31, 2010
|
5.2
|
|
|
$13
|
Granted
|
2.5
|
|
|
$17
|
Vested
|
(1.2
|
)
|
|
$19
|
Forfeited
|
(0.4
|
)
|
|
$14
|
Outstanding at December 31, 2011
|
6.1
|
|
|
$13
|
Granted
|
2.4
|
|
|
$19
|
Vested
|
(2.2
|
)
|
|
$10
|
Forfeited
|
(0.8
|
)
|
|
$18
|
Outstanding at December 31, 2012
|
5.5
|
|
|
$17
|
Expected to vest at December 31, 2012
|
5.2
|
|
|
$17
|
|
Unrecognized
Compensation Cost
|
|
Weighted-Average Period
of Expense Recognition
(in years)
|
||
Stock options
|
$
|
2.3
|
|
|
1
|
Restricted stock units
|
38.8
|
|
|
2
|
|
Total
|
$
|
41.1
|
|
|
|
|
2012
|
|
2011
|
||||
Unrecognized tax benefits balance at January 1,
|
$
|
89.5
|
|
|
$
|
96.8
|
|
Increase in tax positions for prior years
|
—
|
|
|
7.9
|
|
||
Decreases in tax positions for prior years
|
(3.8
|
)
|
|
—
|
|
||
Increases in tax positions for current year
|
25.2
|
|
|
15.1
|
|
||
Settlements with taxing authorities
|
(0.8
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(8.6
|
)
|
|
(30.3
|
)
|
||
Unrecognized tax benefits balance at December 31,
|
$
|
101.5
|
|
|
$
|
89.5
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
41.8
|
|
|
$
|
(36.7
|
)
|
|
$
|
(63.6
|
)
|
State
|
(3.8
|
)
|
|
5.1
|
|
|
(0.5
|
)
|
|||
Foreign
|
57.1
|
|
|
57.5
|
|
|
76.6
|
|
|||
Total current
|
95.1
|
|
|
25.9
|
|
|
12.5
|
|
|||
Deferred
|
71.2
|
|
|
(8.0
|
)
|
|
(6.9
|
)
|
|||
Total provision
|
$
|
166.3
|
|
|
$
|
17.9
|
|
|
$
|
5.6
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct) effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal income tax effect
|
0.6
|
|
|
2.2
|
|
|
1.8
|
|
Foreign tax credit
|
(3.8
|
)
|
|
(12.2
|
)
|
|
(10.1
|
)
|
Foreign rate differential
|
(4.0
|
)
|
|
(20.3
|
)
|
|
(0.2
|
)
|
Resolution of tax contingencies, net of increases
|
2.2
|
|
|
(20.3
|
)
|
|
(20.3
|
)
|
Tax basis differential on goodwill impairment
|
—
|
|
|
38.0
|
|
|
—
|
|
Valuation allowance reserve increase (decrease)
|
1.2
|
|
|
0.7
|
|
|
(2.5
|
)
|
Stock compensation
|
0.2
|
|
|
1.5
|
|
|
1.9
|
|
Other
|
(2.0
|
)
|
|
(12.9
|
)
|
|
(3.7
|
)
|
Effective rate
|
29.4
|
%
|
|
11.7
|
%
|
|
1.9
|
%
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals not currently deductible for tax purposes
|
$
|
140.2
|
|
|
$
|
153.1
|
|
Postretirement liabilities
|
63.9
|
|
|
65.6
|
|
||
Inventory reserves
|
5.8
|
|
|
5.8
|
|
||
Pension liabilities
|
203.8
|
|
|
174.7
|
|
||
Self-insurance liability
|
3.4
|
|
|
3.9
|
|
||
Foreign tax credit carryforward
|
94.6
|
|
|
120.0
|
|
||
Foreign net operating losses
|
282.3
|
|
|
339.4
|
|
||
Other
|
140.0
|
|
|
147.6
|
|
||
Total gross deferred tax assets
|
934.0
|
|
|
1,010.1
|
|
||
Less valuation allowance
|
(397.1
|
)
|
|
(441.6
|
)
|
||
Net deferred tax assets after valuation allowance
|
$
|
536.9
|
|
|
$
|
568.5
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Accelerated depreciation
|
$
|
(61.0
|
)
|
|
$
|
(67.4
|
)
|
Amortizable intangibles
|
(269.2
|
)
|
|
(253.3
|
)
|
||
Other
|
(5.3
|
)
|
|
(9.6
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(335.5
|
)
|
|
$
|
(330.3
|
)
|
Net deferred tax assets
|
$
|
201.4
|
|
|
$
|
238.2
|
|
|
|
|
|
||||
Current deferred income tax assets
|
$
|
135.8
|
|
|
$
|
130.7
|
|
Current deferred income tax liabilities
|
(3.7
|
)
|
|
(10.4
|
)
|
||
Noncurrent deferred income tax assets
|
85.2
|
|
|
120.2
|
|
||
Noncurrent deferred income tax liabilities
|
(15.9
|
)
|
|
(2.3
|
)
|
||
|
$
|
201.4
|
|
|
$
|
238.2
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Investment activities, including equity in earnings
|
$
|
1.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.4
|
)
|
Currency transaction (gain) loss
|
(2.3
|
)
|
|
14.7
|
|
|
(6.9
|
)
|
|||
Other
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|||
|
$
|
(1.0
|
)
|
|
$
|
13.7
|
|
|
$
|
(7.3
|
)
|
Fair value as of December 31, 2012
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
11.5
|
|
|
$
|
8.2
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
Interest rate swaps
|
38.9
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
||||
Foreign currency derivatives
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Total
|
$
|
50.9
|
|
|
$
|
8.2
|
|
|
$
|
42.7
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Total
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
Fair value as of December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
17.7
|
|
|
$
|
7.3
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
Interest rate swaps
|
35.8
|
|
|
—
|
|
|
35.8
|
|
|
—
|
|
||||
Foreign currency derivatives
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
||||
Total
|
$
|
55.9
|
|
|
$
|
7.3
|
|
|
$
|
48.6
|
|
|
$
|
—
|
|
(1)
|
The values of investment securities, including mutual funds, are classified as cash and cash equivalents (
$2.3 million
and
$5.1 million
as of December 31, 2012 and 2011, respectively) and other assets (
$9.2 million
and
$12.6 million
as of December 31, 2012 and 2011, respectively). For mutual funds that are
|
|
2012
|
|
2011
|
||||||||||||
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
||||||||
Medium-term notes
|
$
|
1,803.6
|
|
|
$
|
1,703.9
|
|
|
$
|
1,679.7
|
|
|
$
|
1,632.3
|
|
Preferred securities underlying the junior convertible subordinated debentures
|
—
|
|
|
—
|
|
|
356.0
|
|
|
421.2
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Home Solutions
|
|
Rubbermaid
®
, Calphalon
®
, Levolor
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; gourmet cookware, bakeware, cutlery and small kitchen electrics; drapery hardware and window treatments; hair care accessories
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments
|
Tools
|
|
Irwin
®
, Lenox
®
, Dymo
®
Industrial
|
|
Hand tools and power tool accessories; industrial bandsaw blades; cutting tools for pipes and HVAC systems; label makers and printers for industrial use
|
Commercial Products
|
|
Rubbermaid Commercial Products
®
, Rubbermaid
®
Healthcare
|
|
Cleaning and refuse products, hygiene systems, material handling solutions; medical and computer carts and wall-mounted workstations
|
Baby & Parenting
|
|
Graco
®
, Aprica
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
Specialty
|
|
Bulldog
®
, Shur-Line
®
, Dymo
®
, Endicia
®
, Mimio
®
|
|
Convenience and window hardware; manual paint applicators; office technology solutions such as label makers and printers, on-line postage and interactive teaching solutions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
(1)
|
|
|
|
|
|
||||||
Home Solutions
|
$
|
1,644.0
|
|
|
$
|
1,710.2
|
|
|
$
|
1,678.0
|
|
Writing
|
1,416.2
|
|
|
1,399.3
|
|
|
1,355.8
|
|
|||
Tools
|
806.1
|
|
|
779.6
|
|
|
687.6
|
|
|||
Commercial Products
|
759.7
|
|
|
741.5
|
|
|
683.1
|
|
|||
Baby & Parenting
|
736.1
|
|
|
680.4
|
|
|
700.2
|
|
|||
Specialty
|
540.6
|
|
|
553.6
|
|
|
553.5
|
|
|||
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
Operating Income
(2)
|
|
|
|
|
|
||||||
Home Solutions
|
$
|
217.5
|
|
|
$
|
228.9
|
|
|
$
|
228.3
|
|
Writing
|
261.9
|
|
|
246.9
|
|
|
222.4
|
|
|||
Tools
|
109.8
|
|
|
119.1
|
|
|
93.0
|
|
|||
Commercial Products
|
92.9
|
|
|
108.3
|
|
|
134.2
|
|
|||
Baby & Parenting
|
72.7
|
|
|
51.6
|
|
|
53.4
|
|
|||
Specialty
|
68.2
|
|
|
60.2
|
|
|
66.5
|
|
|||
Impairment charges
|
—
|
|
|
(382.6
|
)
|
|
—
|
|
|||
Restructuring costs
|
(56.1
|
)
|
|
(50.1
|
)
|
|
(77.4
|
)
|
|||
Corporate
|
(115.0
|
)
|
|
(125.1
|
)
|
|
(96.9
|
)
|
|||
|
$
|
651.9
|
|
|
$
|
257.2
|
|
|
$
|
623.5
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation & Amortization
(2)
|
|
|
|
|
|
||||||
Home Solutions
|
$
|
29.8
|
|
|
$
|
34.5
|
|
|
$
|
40.5
|
|
Writing
|
27.0
|
|
|
24.4
|
|
|
21.5
|
|
|||
Tools
|
15.3
|
|
|
16.5
|
|
|
17.7
|
|
|||
Commercial Products
|
25.1
|
|
|
25.6
|
|
|
27.2
|
|
|||
Baby & Parenting
|
9.9
|
|
|
9.9
|
|
|
11.0
|
|
|||
Specialty
|
9.8
|
|
|
11.3
|
|
|
15.3
|
|
|||
Corporate
|
46.8
|
|
|
39.4
|
|
|
39.1
|
|
|||
|
$
|
163.7
|
|
|
$
|
161.6
|
|
|
$
|
172.3
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Home Solutions
|
$
|
34.4
|
|
|
$
|
33.0
|
|
|
$
|
29.4
|
|
Writing
|
20.1
|
|
|
33.7
|
|
|
31.3
|
|
|||
Tools
|
33.0
|
|
|
28.2
|
|
|
15.2
|
|
|||
Commercial Products
|
20.7
|
|
|
29.2
|
|
|
10.3
|
|
|||
Baby & Parenting
|
15.6
|
|
|
9.1
|
|
|
8.8
|
|
|||
Specialty
|
6.4
|
|
|
8.3
|
|
|
7.2
|
|
|||
Corporate
(3)
|
47.0
|
|
|
81.4
|
|
|
62.5
|
|
|||
|
$
|
177.2
|
|
|
$
|
222.9
|
|
|
$
|
164.7
|
|
|
2012
|
|
2011
|
||||
Identifiable Assets
|
|
|
|
||||
Home Solutions
|
$
|
573.2
|
|
|
$
|
579.9
|
|
Writing
|
835.5
|
|
|
783.8
|
|
||
Tools
|
562.8
|
|
|
499.2
|
|
||
Commercial Products
|
348.8
|
|
|
329.3
|
|
||
Baby & Parenting
|
312.7
|
|
|
305.3
|
|
||
Specialty
|
309.7
|
|
|
297.9
|
|
||
Corporate
(4)
|
3,279.3
|
|
|
3,365.5
|
|
||
|
$
|
6,222.0
|
|
|
$
|
6,160.9
|
|
Geographic Area Information
|
|
|
|
|
|
||||||
(in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
(1) (5)
|
|
|
|
|
|
||||||
United States
|
$
|
4,004.5
|
|
|
$
|
3,915.7
|
|
|
$
|
3,870.3
|
|
Canada
|
358.8
|
|
|
376.3
|
|
|
351.0
|
|
|||
Total North America
|
4,363.3
|
|
|
4,292.0
|
|
|
4,221.3
|
|
|||
Europe, Middle East and Africa
|
718.4
|
|
|
815.3
|
|
|
800.5
|
|
|||
Latin America
|
338.9
|
|
|
318.6
|
|
|
267.0
|
|
|||
Asia Pacific
|
482.1
|
|
|
438.7
|
|
|
369.4
|
|
|||
Total International
|
1,539.4
|
|
|
1,572.6
|
|
|
1,436.9
|
|
|||
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
Operating Income (Loss)
(2) (6)
|
|
|
|
|
|
||||||
United States
|
$
|
472.1
|
|
|
$
|
166.9
|
|
|
$
|
471.9
|
|
Canada
|
75.2
|
|
|
81.2
|
|
|
79.1
|
|
|||
Total North America
|
547.3
|
|
|
248.1
|
|
|
551.0
|
|
|||
Europe, Middle East and Africa
|
7.8
|
|
|
16.6
|
|
|
10.0
|
|
|||
Latin America
|
12.4
|
|
|
12.8
|
|
|
(1.3
|
)
|
|||
Asia Pacific
|
84.4
|
|
|
(20.3
|
)
|
|
63.8
|
|
|||
Total International
|
104.6
|
|
|
9.1
|
|
|
72.5
|
|
|||
|
$
|
651.9
|
|
|
$
|
257.2
|
|
|
$
|
623.5
|
|
(1)
|
All intercompany transactions have been eliminated. Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
10.8%
,
11.0%
and
11.9%
of consolidated net sales in 2012, 2011 and 2010, respectively, substantially across all segments.
|
(2)
|
Operating income (loss) by segment is net sales less cost of products sold and selling, general & administrative (“SG&A”) expenses. Operating income by geographic area is net sales less cost of products sold, SG&A expenses, impairment charges and restructuring costs. Certain headquarters expenses of an operational nature are allocated to business segments and geographic areas primarily on a net sales basis. Depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization is included in segment operating income.
|
(3)
|
Corporate capital expenditures primarily relate to the SAP implementation.
|
(4)
|
Corporate assets primarily include goodwill, capitalized software, cash and deferred tax assets.
|
(5)
|
Geographic sales information is based on the region from which the products are shipped and invoiced. Long-lived assets by geography are not presented because it is impracticable to do so.
|
(6)
|
The following table summarizes the restructuring costs and impairment charges by region included in operating income (loss) above (
in millions
):
|
|
2012
|
|
2011
|
|
2010
|
||||||
Restructuring Costs
|
|
|
|
|
|
||||||
United States
|
$
|
(32.1
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
(18.1
|
)
|
Canada
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(7.9
|
)
|
|||
Total North America
|
(32.9
|
)
|
|
(29.4
|
)
|
|
(26.0
|
)
|
|||
Europe, Middle East and Africa
|
(19.5
|
)
|
|
(19.5
|
)
|
|
(30.4
|
)
|
|||
Latin America
|
(2.7
|
)
|
|
(0.7
|
)
|
|
(12.9
|
)
|
|||
Asia Pacific
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(8.1
|
)
|
|||
Total International
|
(23.2
|
)
|
|
(20.7
|
)
|
|
(51.4
|
)
|
|||
|
$
|
(56.1
|
)
|
|
$
|
(50.1
|
)
|
|
$
|
(77.4
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Impairment Charges
|
|
|
|
|
|
||||||
United States
|
$
|
—
|
|
|
$
|
(266.8
|
)
|
|
$
|
—
|
|
Canada
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total North America
|
—
|
|
|
(266.8
|
)
|
|
—
|
|
|||
Europe, Middle East and Africa
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|||
Latin America
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asia Pacific
|
—
|
|
|
(106.6
|
)
|
|
—
|
|
|||
Total International
|
—
|
|
|
(115.8
|
)
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
(382.6
|
)
|
|
$
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Home Solutions:
|
|
|
|
|
|
||||||
Rubbermaid Consumer
|
$
|
822.8
|
|
|
$
|
827.2
|
|
|
$
|
819.7
|
|
Décor
|
408.7
|
|
|
464.8
|
|
|
458.8
|
|
|||
Other
|
412.5
|
|
|
418.2
|
|
|
399.5
|
|
|||
|
1,644.0
|
|
|
1,710.2
|
|
|
1,678.0
|
|
|||
Writing
|
1,416.2
|
|
|
1,399.3
|
|
|
1,355.8
|
|
|||
Tools
|
806.1
|
|
|
779.6
|
|
|
687.6
|
|
|||
Commercial Products
|
759.7
|
|
|
741.5
|
|
|
683.1
|
|
|||
Baby & Parenting
|
736.1
|
|
|
680.4
|
|
|
700.2
|
|
|||
Specialty:
|
|
|
|
|
|
||||||
Hardware
|
187.3
|
|
|
195.4
|
|
|
220.7
|
|
|||
Technology
|
353.3
|
|
|
358.2
|
|
|
332.8
|
|
|||
|
540.6
|
|
|
553.6
|
|
|
553.5
|
|
|||
|
$
|
5,902.7
|
|
|
$
|
5,864.6
|
|
|
$
|
5,658.2
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures. As of December 31, 2012, an evaluation was performed by the Company’s management, under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective.
|
(b)
|
Management’s Report on Internal Control Over Financial Reporting. The Company’s management’s annual report on internal control over financial reporting is set forth under Item 8 of this annual report and is incorporated herein by reference.
|
(c)
|
Attestation Report of the Independent Registered Public Accounting Firm. The attestation report of Ernst & Young LLP, the Company’s independent registered public accounting firm, on the Company’s internal control over financial reporting is set forth under Item 8 of this annual report and is incorporated herein by reference.
|
(d)
|
Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in the process of replacing various business information systems worldwide with an enterprise resource planning system from SAP. Implementation will continue to occur in phases, primarily focused on geographic region and segment. This activity involves the migration of multiple legacy systems and users to a common SAP information platform. In addition, this conversion will impact certain interfaces with the Company’s customers and suppliers, resulting in changes to the tools the Company uses to take orders, procure materials, schedule production, remit billings, make payments and perform other business functions.
|
3.1
|
Amendment to Restated Certificate of Incorporation of Newell Rubbermaid Inc. dated May 9, 2012, and Restated Certificate of Incorporation of Newell Rubbermaid Inc., as amended as of May 6, 2008.
|
3.2
|
By-Laws of Newell Rubbermaid Inc., as amended (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated November 12, 2008).
|
4.1
|
Amendment to Restated Certificate of Incorporation of Newell Rubbermaid Inc. dated May 9, 2012, and Restated Certificate of Incorporation of Newell Rubbermaid Inc., as amended as of May 6, 2008, is included in Item 3.1.
|
4.3
|
Indenture dated as of November 1, 1995, between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as Trustee
|
4.4
|
Supplemental Indenture dated as of March 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank N.A., formerly known as The Chase Manhattan Bank (National Association)), as trustee (including the form of Notes for the Company's 5.50% convertible senior notes due 2014) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated March 24, 2009).
|
4.5
|
Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 11, 2012).
|
4.6
|
Specimen Common Stock Certificate.
|
4.7
|
Form of 5.50% Notes due 2013 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 25, 2008, File No. 001-09068).
|
4.8
|
Form of 6.25% Notes due 2018 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated March 25, 2008, File No. 001-09068).
|
4.9
|
Form of 4.70% Notes due 2020 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 2, 2010).
|
4.10
|
Form of 2.000% Note due 2015 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 11, 2012).
|
4.11
|
Form of 4.000% Note due 2022 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated June 11, 2012).
|
4.12
|
Form of 2.050% Note due 2017 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 29, 2012).
|
4.13
|
Credit Agreement dated as of December 2, 2011 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 2, 2011).
|
4.14
|
First Amendment dated June 8, 2012 to the Credit Agreement dated as of December 2, 2011 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012).
|
4.15
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 2, 2016 to December 1, 2017.
|
10.1*
|
Newell Rubbermaid Inc. Management Cash Bonus Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 13, 2008, File No. 001-09068).
|
10.2*
|
Amendment to the Newell Rubbermaid Inc. Management Cash Bonus Plan dated as of February 11, 2009 (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
|
10.3*
|
Second Amendment to the Newell Rubbermaid Inc. Management Cash Bonus Plan dated as of February 10, 2010 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
10.4*
|
Third Amendment to the Newell Rubbermaid Inc. Management Cash Bonus Plan dated as of February 8, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).
|
10.5*
|
Newell Co. Deferred Compensation Plan, as amended and restated effective January 1, 1997 (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, File No. 001-09068).
|
10.6*
|
Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-09068).
|
10.7*
|
Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, File No. 001-09608).
|
10.8*
|
Newell Rubbermaid Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Company's Report on Form 10-K for the year ended December 31, 2007, File No. 001-09068).
|
10.9*
|
Newell Rubbermaid Inc. 1993 Stock Option Plan, effective February 9, 1993, as amended May 26, 1999 and August 15, 2001 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, File No. 001-09608 and Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001, File No. 001-09608).
|
10.10*
|
Newell Rubbermaid Inc. 2003 Stock Plan, as amended and restated effective February 8, 2006, and as amended effective August 9, 2006 (incorporated by reference to Appendix B to the Company's Proxy Statement, dated April 3, 2006, and Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, File No. 001-09068).
|
10.11*
|
Newell Rubbermaid Inc. 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 11, 2010).
|
10.12*
|
First Amendment to the Newell Rubbermaid Inc. 2010 Stock Plan dated July 1, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
|
10.13*
|
Forms of Stock Option Agreement under the Newell Rubbermaid Inc. 2003 Stock Plan (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 001-09068).
|
10.14*
|
Form of Stock Option Agreement for Chief Executive Officer under Newell Rubbermaid Inc. 2003 Stock Plan, prior to its amendment and restatement effective February 8, 2006 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006).
|
10.15*
|
Stock Option Agreement granted to Mark D. Ketchum November 9, 2005 under the Newell Rubbermaid Inc. 2003 Stock Plan, prior to its amendment and restatement effective February 8, 2006 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated November 9, 2005, File No. 001-09608).
|
10.16*
|
Form of Michael B. Polk Option Agreement for July 18, 2011 Award (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 18, 2011).
|
10.17*
|
Form of Michael B. Polk Restricted Stock Unit Agreement for July 18, 2011 Award (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated July 18, 2011).
|
10.18*
|
Agreement for Performance-Based Restricted Stock Unit Award Granted to Douglas L. Martin on September 28, 2012 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
10.19*
|
Agreement for Performance-Based Restricted Stock Unit Award Granted to William A. Burke III on November 6, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 6, 2012).
|
10.20*
|
Newell Rubbermaid Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
10.21*
|
Amended Newell Rubbermaid Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).
|
10.22*
|
Form of Restricted Stock Unit Agreement under the 2003 Stock Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2009).
|
10.23*
|
Form of Restricted Stock Unit Agreement under the 2010 Stock Plan (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.24*
|
Form of Restricted Stock Unit Agreement under the 2010 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
10.25*
|
Form of Stock Option Agreement under the 2010 Stock Plan (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
10.26*
|
Form of Stock Option Agreement for Chief Executive Officer under the 2010 Stock Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012).
|
10.27*
|
Employment Security Agreement with Michael B. Polk dated July 18, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
10.28*
|
Amended and Restated Employment Security Agreement with Douglas L. Martin dated September 4, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012).
|
10.29*
|
Amended and Restated Employment Security Agreement with William A. Burke III dated December 10, 2012.
|
10.31*
|
Form of Employment Security Agreement with Juan R. Figuereo (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 3, 2009).
|
10.32*
|
Retirement Agreement dated June 28, 2011 between Newell Rubbermaid Inc. and Mark D. Ketchum (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 28, 2011).
|
10.33*
|
Written Compensation Arrangement with Michael B. Polk, dated June 23, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 23, 2011).
|
10.34*
|
Amendment to Written Compensation Arrangement with Michael B. Polk, dated October 1, 2012.
|
10.35*
|
Separation Agreement dated December 29, 2011 between the Company and Jay D. Gould (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 29, 2011).
|
10.36*
|
Separation Agreement and General Release between the Company and Juan R. Figuereo, dated September 2, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 2, 2012).
|
10.37*
|
Separation Agreement and General Release dated October 24, 2012 between Newell Rubbermaid Inc. and G. Penny McIntyre (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 24, 2012).
|
10.38*
|
Separation Agreement and General Release dated November 2, 2012 between Newell Rubbermaid Inc. and Paul Boitmann.
|
10.39*
|
Retention Agreement dated December 5, 2012 between Newell Rubbermaid Inc. and James M. Sweet.
|
10.40
|
Indenture dated as of November 1, 1995, between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as Trustee, is included in Item 4.3.
|
10.41
|
Supplemental Indenture dated as of March 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank N.A., formerly known as The Chase Manhattan Bank (National Association)) as trustee (including the form of Notes for the Company's 5.50% convertible senior notes due 2014), is included in Item 4.4.
|
10.42
|
Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., is included in Item 4.5.
|
10.43
|
Form of 5.50% Notes due 2013 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee is included in Item 4.7.
|
10.44
|
Form of 6.25% Notes due 2018 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee is included in Item 4.8.
|
10.45
|
Form of 4.70% Notes due 2020 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee, is included in Item 4.9.
|
10.46
|
Form of 2.000% Note due 2015 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., is included in Item 4.10.
|
10.47
|
Form of 4.000% Note due 2022 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., is included in Item 4.11.
|
10.48
|
Form of 2.050% Note due 2017 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., is included in Item 4.12.
|
10.49
|
Credit Agreement dated as of December 2, 2011 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent is included in Item 4.13.
|
10.50
|
First Amendment dated June 8, 2012 to the Credit Agreement dated as of December 2, 2011 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent is included in Item 4.14.
|
10.51
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 2, 2016 to December 1, 2017, is included in Item 4.15.
|
12
|
Statement of Computation of Earnings to Fixed Charges.
|
21
|
Significant Subsidiaries of the Company.
|
23.1
|
Consent of Ernst & Young LLP.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 12a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
NEWELL RUBBERMAID INC.
|
||
Registrant
|
||
|
|
|
By
|
|
/s/ Douglas L. Martin
|
|
|
Douglas L. Martin
|
Title
|
|
Executive Vice President — Chief Financial Officer
|
Date
|
|
March 1, 2013
|
Signature
|
|
Title
|
/s/ Michael B. Polk
|
|
President, Chief Executive Officer and Director
|
Michael B. Polk
|
|
|
|
|
|
/s/ Douglas L. Martin
|
|
Executive Vice President — Chief Financial Officer
|
Douglas L. Martin
|
|
|
|
|
|
/s/ John B. Ellis
|
|
Vice President — Corporate Controller and Chief Accounting Officer
|
John B. Ellis
|
|
|
|
|
|
/s/ Michael T. Cowhig
|
|
Chairman of the Board and Director
|
Michael T. Cowhig
|
|
|
|
|
|
/s/ Thomas E. Clarke
|
|
Director
|
Thomas E. Clarke
|
|
|
|
|
|
/s/ Kevin C. Conroy
|
|
Director
|
Kevin C. Conroy
|
|
|
|
|
|
/s/ Scott S. Cowen
|
|
Director
|
Scott S. Cowen
|
|
|
|
|
|
/s/ Elizabeth Cuthbert-Millett
|
|
Director
|
Elizabeth Cuthbert-Millett
|
|
|
|
|
|
/s/ Domenico De Sole
|
|
Director
|
Domenico De Sole
|
|
|
|
|
|
/s/ Ignacio Perez Lizaur
|
|
Director
|
Ignacio Perez Lizaur
|
|
|
|
|
|
/s/ Cynthia A. Montgomery
|
|
Director
|
Cynthia A. Montgomery
|
|
|
|
|
|
/s/ Steven J. Strobel
|
|
Director
|
Steven J. Strobel
|
|
|
|
|
|
/s/ Michael A. Todman
|
|
Director
|
Michael A. Todman
|
|
|
|
|
|
/s/ Raymond G. Viault
|
|
Director
|
Raymond G. Viault
|
|
|
(in millions)
|
Balance at Beginning of Period
|
Provision
|
Charges to Other Accounts
|
Write-offs
(1)
|
Balance at End of Period
|
||||||||||
Reserve for Doubtful Accounts and Cash Discounts:
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012
|
$
|
36.0
|
|
$
|
70.6
|
|
$
|
0.4
|
|
$
|
(67.2
|
)
|
$
|
39.8
|
|
Year ended December 31, 2011
|
43.0
|
|
63.7
|
|
(0.3
|
)
|
(70.4
|
)
|
36.0
|
|
|||||
Year ended December 31, 2010
|
42.2
|
|
70.4
|
|
(1.0
|
)
|
(68.6
|
)
|
43.0
|
|
(in millions)
|
Balance at Beginning of Period
|
Net Provision
|
Other
|
Write-offs/ Dispositions
|
Balance at End of Period
|
||||||||||
Inventory Reserves (including excess, obsolescence and shrink reserves):
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012
|
$
|
59.3
|
|
$
|
38.3
|
|
$
|
0.4
|
|
$
|
(41.1
|
)
|
$
|
56.9
|
|
Year ended December 31, 2011
|
70.7
|
|
26.9
|
|
(0.4
|
)
|
(37.9
|
)
|
59.3
|
|
|||||
Year ended December 31, 2010
|
102.1
|
|
18.4
|
|
(0.9
|
)
|
(48.9
|
)
|
70.7
|
|
(i)
|
any individual, partnership, firm, corporation, association, trust, unincorporated organization, or other entity (other than Employer or a trustee or other fiduciary holding securities under an employee benefit plan of Employer), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
|
(ii)
|
Employer is party to a merger, consolidation, reorganization, or other similar transaction with another corporation or other legal person unless, following such transaction, more than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving, resulting, or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer's outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Employer's outstanding securities entitled to vote generally in the election of directors;
|
(iii)
|
Employer sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than fifty percent (50%) of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer's outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of Employer's outstanding securities entitled to vote generally in the election of directors; or
|
(iv)
|
during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Employer (collectively, the “
Board
” and individually, a “
Director
”) (and any new Directors, whose appointment or election by the Board or nomination for election by Employer's stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election, or nomination for election was so approved) cease for any reason to constitute a majority of the Board.
|
(i)
|
Executive willfully engages in misconduct in the performance of his duties that causes material harm to Employer; or
|
(ii)
|
Executive is convicted of a criminal violation involving fraud or dishonesty.
|
(i)
|
there is a material change in the nature or the scope of Executive's authority or duties;
|
(ii)
|
Executive is required to report (A) to an officer with a materially lesser position or title than the officer to whom Executive reported on the date of the Change in Control, if Executive is not the Chief Executive Officer of Employer, or (B) to other than the entire Board, if Executive is the Chief Executive Officer of Employer;
|
(iii)
|
there is a material reduction in Executive's rate of base salary;
|
(iv)
|
Employer changes by fifty (50) miles or more the principal location in which Executive is required to perform services;
|
(v)
|
Employer terminates or materially amends, or terminates or materially restricts Executive's participation in, any Incentive Plan or Retirement Plan so that, when considered in the aggregate with any substitute Plan or Plans, the Incentive Plans and Retirement Plans in which he is participating materially fail to provide him with a level of benefits provided in the aggregate by such Incentive Plans or Retirement Plans prior to such termination or amendment, but expressly excluding any reduction in benefits that is both applicable equally to all senior executives of Employer who participate in the affected Incentive Plan(s) or Retirement Plan(s) and either (x) is made in connection with an extraordinary decline in Employer's earnings, share price, or public image, or (y) is undertaken in order to make such Incentive Plan(s) or Retirement Plan(s) consistent with the executive compensation programs of those companies with whom Employer competes for attracting/retaining executive talent; or
|
(vi)
|
Employer materially breaches the provisions of this Agreement;
|
(i)
|
two (2) times the sum of Executive's Base Salary and Executive's Bonus; plus
|
(ii)
|
Executive's Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs that have elapsed through the date of termination and the denominator of which is three hundred sixty-five (365).
|
(i)
|
Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“
COBRA
”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control.
|
(ii)
|
Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans in which he, his spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer; and Employer shall reimburse the costs of such coverage under such Welfare Plans so that the cost to Executive is the same as is applicable to active employees covered thereunder as in effect immediately prior to the Change in Control; provided
|
(i)
|
“
Net After-Tax Receipt
” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1, 3101, and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive's taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in good faith, as likely to apply to Executive in the relevant tax year(s).
|
(ii)
|
“
Reduced Amount
” shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section 7(a).
|
(i)
|
Notwithstanding anything contained in this Agreement to the contrary, if on the date of his termination of employment Executive is a “specified employee,” within the meaning of Section 409A of the Code and Employer's policy for determining specified employees, then to the extent required in order to comply with Section 409A of the Code, all payments, benefits, or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six (6) months following the date of such termination of employment shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of termination of employment) within thirty (30) days after the first business day following the six- (6-) month anniversary of such termination of employment (or, if Executive dies during such six- (6-) month period, within thirty (30) days after Executive's death).
|
(ii)
|
The benefits described in paragraphs (e), (f), and (g) of Section 4 that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any of those benefits either do not qualify for that exception or are provided beyond the applicable COBRA time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to the following additional rules: (1) any reimbursement of eligible expenses shall be paid within sixty (60) calendar days following Executive's written request for reimbursement or such later date set forth in Section 14(a)(i); provided that Executive provides written notice no later than seventy-five (75) calendar days prior to the last day of the calendar year following the calendar year in which the expense was incurred so that Employer can make the reimbursement within the time periods required by Section 409A of the Code; (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or
|
Title:
|
Executive Vice President, Human Resources and Corporate Communications
|
(i)
|
any individual, partnership, firm, corporation, association, trust, unincorporated organization, or other entity (other than Employer or a trustee or other fiduciary holding securities under an employee benefit plan of Employer), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), is or becomes the “
beneficial owner
” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Employer representing twenty-five percent (25%) or more of the combined voting power of Employer’s then outstanding securities entitled to vote generally in the election of directors;
|
(ii)
|
Employer is party to a merger, consolidation, reorganization, or other similar transaction with another corporation or other legal person unless, following such transaction, more than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving, resulting, or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer’s outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Employer’s outstanding securities entitled to vote generally in the election of directors;
|
(iii)
|
Employer sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than fifty percent (50%) of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer’s outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of Employer’s outstanding securities entitled to vote generally in the election of directors; or
|
(iv)
|
during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Employer (collectively, the “
Board
” and individually,
|
(i)
|
Executive willfully engages in misconduct in the performance of his duties that causes material harm to Employer; or
|
(ii)
|
Executive is convicted of a criminal violation involving fraud or dishonesty.
|
(i)
|
there is a material change in the nature or the scope of Executive’s authority or duties;
|
(ii)
|
Executive is required to report (A) to an officer with a materially lesser position or title than the officer to whom Executive reported on the date of the Change in Control, if Executive is not the Chief Executive Officer of Employer, or (B) to other than the entire Board, if Executive is the Chief Executive Officer of Employer;
|
(iii)
|
there is a material reduction in Executive’s rate of base salary;
|
(iv)
|
Employer changes by fifty (50) miles or more the principal location in which Executive is required to perform services;
|
(v)
|
Employer terminates or materially amends, or terminates or materially restricts Executive’s participation in, any Incentive Plan or Retirement Plan so that, when considered in the aggregate with any substitute Plan or Plans, the Incentive Plans and Retirement
|
(vi)
|
Employer materially breaches the provisions of this Agreement;
|
(i)
|
two (2) times the sum of Executive’s Base Salary and Executive’s Bonus; plus
|
(ii)
|
Executive's Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs that have elapsed through the date of termination and the denominator of which is three hundred sixty-five (365).
|
(i)
|
Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“
COBRA
”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control.
|
(ii)
|
Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans in which he, his spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer; and Employer shall reimburse the costs of such coverage under such Welfare Plans so that the cost to Executive is the same as is applicable to active employees covered thereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer shall provide substantially similar benefits and reimburse the same proportion of costs.
|
(i)
|
“
Net After-Tax Receipt
” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1, 3101, and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in good faith, as likely to apply to Executive in the relevant tax year(s).
|
(ii)
|
“
Reduced Amount
” shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section 7(a).
|
(i)
|
Notwithstanding anything contained in this Agreement to the contrary, if on the date of his termination of employment Executive is a “specified employee,” within the meaning of Section 409A of the Code and Employer's policy for determining specified
|
(ii)
|
The benefits described in paragraphs (e), (f), and (g) of Section 4 that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any of those benefits either do not qualify for that exception or are provided beyond the applicable COBRA time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to the following additional rules: (1) any reimbursement of eligible expenses shall be paid within sixty (60) calendar days following Executive's written request for reimbursement or such later date set forth in Section 14(a)(i); provided that Executive provides written notice no later than seventy-five (75) calendar days prior to the last day of the calendar year following the calendar year in which the expense was incurred so that Employer can make the reimbursement within the time periods required by Section 409A of the Code; (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (4) each payment shall be treated as a separate payment.
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary and EMEA Executive Leader
|
(i)
|
Non-Competition
. You agree that you will not perform within the United States or Canada the same or substantially the same job duties on behalf of a business or organization that competes with the Company in any of the businesses in which the Company participates as of the date hereof.
|
(ii)
|
Non-Solicitation
. You agree that you will not directly or indirectly, individually or on behalf of any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement of: (i) employees of the Company, other than those in clerical or secretarial positions; (ii) customers of the Company to purchase from another person or entity products that compete with those offered and provided by the Company (“
Competitive Products
”) (this restriction is limited to customers with whom you have material contact through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company); or (iii) suppliers of the Company to supply another person or entity providing Competitive Products to the exclusion or detriment of the Company (this restriction is limited to suppliers with whom you have had material contact through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company.)
|
(i)
|
two (2) times the
lesser
of the following (A) or (B):
|
(A)
|
your annualized compensation based upon your base salary for the 2012 calendar taxable year, minus the Company’s contributions, if any, for COBRA under Section 2(b) hereof; or
|
(B)
|
the maximum amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for 2013 (i.e., $255,000)
minus
the Company’s contributions, if any, for COBRA under Section 2(b) hereof; or
|
(ii)
|
the amount of severance pay under Section 2(a) hereof,
minus
the Company’s contributions, if any, for COBRA under Section 2(b) hereof.
|
Job Title
|
Age
|
Selected for Program
|
Not Selected for Program
|
SVP, Chief Customer Development Officer
|
51
|
X
|
|
President – Newell Professional Group
|
52
|
|
X
|
President – Newell Consumer Group
|
51
|
X
|
|
SVP, Chief Marketing Officer
|
51
|
X
|
|
|
Years Ended December 31,
|
||||||||||||||
(dollars in millions)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
565.9
|
|
$
|
152.5
|
|
$
|
293.8
|
|
$
|
428.6
|
|
$
|
3.2
|
|
Equity in earnings of affiliates
|
(0.6
|
)
|
1.5
|
|
(0.4
|
)
|
(0.6
|
)
|
(1.3
|
)
|
|||||
Income attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
|||||
Total earnings
|
565.3
|
|
154.0
|
|
293.4
|
|
428.0
|
|
(0.1
|
)
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
(1)
|
80.4
|
|
88.4
|
|
121.9
|
|
146.3
|
|
146.8
|
|
|||||
Portion of rent determined to be interest
(2)
|
44.6
|
|
42.7
|
|
40.5
|
|
39.7
|
|
42.6
|
|
|||||
|
$
|
690.3
|
|
$
|
285.1
|
|
$
|
455.8
|
|
$
|
614.0
|
|
$
|
189.3
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expensed and capitalized
|
$
|
81.3
|
|
$
|
90.1
|
|
$
|
122.7
|
|
$
|
147.5
|
|
$
|
147.5
|
|
Portion of rent determined to be interest
(2)
|
44.6
|
|
42.7
|
|
40.5
|
|
39.7
|
|
42.6
|
|
|||||
|
$
|
125.9
|
|
$
|
132.8
|
|
$
|
163.2
|
|
$
|
187.2
|
|
$
|
190.1
|
|
Ratio of Earnings to Fixed Charges
|
5.48
|
|
2.15
|
|
2.79
|
|
3.28
|
|
1.00
|
|
(1)
|
Excludes interest capitalized during the year.
|
(2)
|
A standard ratio of 33% was applied to gross rent expense to approximate the interest portion of short-term and long-term leases.
|
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
SIGNIFICANT SUBSIDIARIES
|
|
NAME
|
STATE OR JURISDICTION of ORGANIZATION
|
Berol Corporation
|
Delaware
|
Expo Inc.
|
Delaware
|
Goody Products, Inc.
|
Delaware
|
Graco Children's Products Inc.
|
Delaware
|
Irwin Industrial Tool Company
|
Delaware
|
Newell Investments Inc.
|
Delaware
|
Newell Operating Company
|
Delaware
|
Newell Rubbermaid Europe LLC
|
Delaware
|
Newell Rubbermaid Holdings LLC
|
Delaware
|
Newell Rubbermaid Inc.
|
Delaware
|
Rubbermaid Commercial Products LLC
|
Delaware
|
Rubbermaid Europe Holding Inc.
|
Delaware
|
Rubbermaid Services Corporation
|
Delaware
|
Rubfinco Inc.
|
Delaware
|
Sanford, L.P.
|
Illinois
|
Calphalon Corporation
|
Ohio
|
Rubbermaid Incorporated
|
Ohio
|
NRI Insurance Company
|
Vermont
|
DYMO BVBA
|
Belgium
|
DYMO Finance BVBA
|
Belgium
|
DYMO Holdings BVBA
|
Belgium
|
NWL Belgium BVBA
|
Belgium
|
NWL Belgium Production BVBA
|
Belgium
|
Irwin Industrial Tool Ferramentas do Brasil Ltda.
|
Brazil
|
Newell Industries Canada Inc.
|
Canada
|
NR Capital Co.
|
Canada
|
NR Finance Co.
|
Canada
|
Newell (Cayman) Ltd.
|
Cayman Islands
|
Newell Rubbermaid Caymans Finance Co.
|
Cayman Islands
|
Aprica (Zhongshan) Ltd.
|
China
|
Newell Rubbermaid Asia Services
|
China
|
Newell Investments France SAS
|
France
|
NWL France Services SAS
|
France
|
NWL Valence Services SAS
|
France
|
Rubbermaid France SNC
|
France
|
Waterman SAS
|
France
|
NWL Germany GmbH
|
Germany
|
NWL Germany Production GmbH
|
Germany
|
Newell Rubbermaid Asia Pacific Limited
|
Hong Kong
|
NRH Limited
|
Hong Kong
|
NWL Italy S.r.l.
|
Italy
|
Aprica Children's Products KK
|
Japan
|
Europe Brands LLC
|
Luxembourg
|
Newell Luxembourg Finance S.à r.l.
|
Luxembourg
|
NWL European Finance S.à r.l.
|
Luxembourg
|
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
SIGNIFICANT SUBSIDIARIES
|
|
NAME
|
STATE OR JURISDICTION of ORGANIZATION
|
NWL Luxembourg Holding S.à r.l.
|
Luxembourg
|
Newell Mauritius Holding Company
|
Mauritius
|
Comercial Berol, S. de R.L. de C.V.
|
Mexico
|
Newell Rubbermaid Mexicali, S. de R.L. de C.V.
|
Mexico
|
Newell Window Furnishings, de Mexico S. de R.L. de C.V.
|
Mexico
|
American Tool Companies Holding B.V.
|
Netherlands
|
Newell Poland Services Sp. z o.o.
|
Poland
|
Newell Rubbermaid Europe S.à r.l.
|
Switzerland
|
NWL Switzerland AG
|
Switzerland
|
Newell Rubbermaid (Thailand) Co., Ltd.
|
Thailand
|
Newell Rubbermaid UK Limited
|
United Kingdom
|
Newell Rubbermaid UK Services Limited
|
United Kingdom
|
Newell Rubbermaid UK Production
|
United Kingdom
|
Fountain Holdings Limited
|
United Kingdom
|
Newell Holdings Limited
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2012
of Newell Rubbermaid Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Michael B. Polk
|
Michael B. Polk
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2012
of Newell Rubbermaid Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Douglas L. Martin
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Douglas L. Martin
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Executive Vice President and Chief Financial Officer
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/s/ Michael B. Polk
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Michael B. Polk
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Chief Executive Officer
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March 1, 2013
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/s/ Douglas L. Martin
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Douglas L. Martin
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Executive Vice President and Chief Financial Officer
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March 1, 2013
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