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FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2014
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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
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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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Writing
: Sharpie
®
, Paper Mate
®
, Expo
®
, Prismacolor
®
, Parker
®
, Waterman
®
and Dymo
®
Office
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•
|
Home Solutions
: Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Levolor
®
and Goody
®
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•
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Tools
: Irwin
®
, Lenox
®
, hilmor
TM
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
®
, Baby Jogger
®
, Aprica
®
and Teutonia
®
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•
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A growing 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 Our 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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Delivery Phase — Execution during this phase includes implementing structural changes in the organization while ensuring consistent execution and delivery.
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•
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Strategic Phase — Continued consistent execution and delivery while simultaneously shaping the future through increased brand investment and bringing capabilities to speed in order to propel the Growth Game Plan into action.
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•
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Acceleration Phase — Expanded investments behind Win Bigger businesses to drive increased sales and margin expansion which creates additional resources for further brand investment, while also remaining focused on consistent execution and delivery.
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•
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Organizational Simplification: The Company has de-layered its top structure and further consolidated its businesses from nine global business units (“GBUs”) to five business segments.
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•
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EMEA Simplification: The Company is focusing 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 is delivering 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 is driving “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 is further optimizing 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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Writing
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Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
, Dymo
®
Office
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Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments; labeling solutions
|
Home Solutions
|
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Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Levolor
®
, Goody
®
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Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; window treatments; hair care accessories
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Tools
|
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Irwin
®
, Lenox
®
, hilmor
™
, Dymo
®
Industrial
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Hand tools and power tool accessories; industrial bandsaw blades; tools for 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
®
, Baby Jogger
®
, Aprica
®
, Teutonia
®
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Infant and juvenile products such as car seats, strollers, highchairs and playards
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2014
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% of
Total
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2013
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% of
Total
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2012
|
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% of
Total
|
|||||||||
Writing
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$
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1,708.9
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29.8
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%
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$
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1,653.6
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29.5
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%
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$
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1,682.0
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30.5
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%
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Home Solutions
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1,575.4
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27.5
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%
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1,560.3
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27.8
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%
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1,524.6
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27.7
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%
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|||
Tools
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852.2
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14.9
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%
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817.9
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14.6
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%
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806.1
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14.6
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%
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|||
Commercial Products
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837.1
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14.6
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%
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785.9
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14.0
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%
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759.7
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|
|
13.8
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%
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|||
Baby & Parenting
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753.4
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13.2
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%
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789.3
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|
|
14.1
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%
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|
736.1
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|
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13.4
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%
|
|||
Total Company
|
|
$
|
5,727.0
|
|
|
100.0
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%
|
|
$
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5,607.0
|
|
|
100.0
|
%
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|
$
|
5,508.5
|
|
|
100.0
|
%
|
•
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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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•
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ordering and managing materials from suppliers;
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•
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converting materials to finished products;
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•
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shipping products to customers;
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•
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marketing and selling products to consumers;
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•
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collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;
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•
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processing transactions;
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•
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summarizing and reporting results of operations;
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•
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hosting, processing and sharing confidential and proprietary research, business plans and financial information;
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•
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complying with regulatory, legal or tax requirements;
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•
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providing data security; and
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•
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handling other processes necessary to manage the Company’s business.
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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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WRITING
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IL
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Downers Grove
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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
|
|
Manchester
|
|
O
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Writing Instruments
|
|
|
Thailand
|
|
Bangkok
|
|
O
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Writing Instruments
|
|
|
India
|
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Chennai
|
|
L
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|
Writing Instruments
|
|
|
China
|
|
Shanghai
|
|
L
|
|
Writing Instruments
|
|
|
Colombia
|
|
Bogota
|
|
O
|
|
Writing Instruments
|
|
|
Mexico
|
|
Mexicali
|
|
L
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|
Writing Instruments
|
|
|
France
|
|
Nantes
|
|
O
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|
Writing Instruments
|
|
|
Venezuela
|
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Maracay
|
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O
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|
Writing Instruments
|
|
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Belgium
|
|
Sint Niklaas
|
|
O
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|
Labeling Technology
|
|
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CA
|
|
Palo Alto
|
|
L
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On-line Postage
|
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UK
|
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London
|
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L
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Fine Writing
|
HOME SOLUTIONS
|
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OH
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Mogadore
|
|
L/O
|
|
Home Products
|
|
|
KS
|
|
Winfield
|
|
L/O
|
|
Home Products
|
|
|
Canada
|
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Calgary
|
|
L
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|
Home Products
|
|
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IL
|
|
Chicago
|
|
L
|
|
Beverage
|
|
|
MO
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Jackson
|
|
O
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Home Storage Systems
|
|
|
OH
|
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Perrysburg
|
|
O
|
|
Cookware
|
|
|
OH
|
|
Bowling Green
|
|
L
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|
Cookware
|
|
|
Mexico
|
|
Agua Prieta
|
|
L
|
|
Window Treatments
|
|
|
UT
|
|
Ogden
|
|
L
|
|
Window Treatments
|
|
|
Canada
|
|
Etobicoke
|
|
L
|
|
Window Furnishings
|
BUSINESS SEGMENT
|
|
LOCATION
|
|
CITY
|
|
OWNED
OR LEASED |
|
GENERAL CHARACTER
|
TOOLS
|
|
MA
|
|
East Longmeadow
|
|
O
|
|
Tools
|
|
|
China
|
|
Shanghai
|
|
L
|
|
Tools
|
|
|
China
|
|
Shenzhen
|
|
L
|
|
Tools
|
|
|
ME
|
|
Gorham
|
|
O
|
|
Tools
|
|
|
Brazil
|
|
Sao Paulo
|
|
L
|
|
Tools
|
|
|
Brazil
|
|
Carlos Barbosa
|
|
O
|
|
Tools
|
|
|
Poland
|
|
Zerniki
|
|
L
|
|
Tools
|
COMMERCIAL PRODUCTS
|
|
TN
|
|
Cleveland
|
|
O
|
|
Commercial Products
|
|
|
VA
|
|
Winchester
|
|
O
|
|
Commercial Products
|
|
|
WV
|
|
Martinsburg
|
|
L
|
|
Commercial Products
|
|
|
PA
|
|
Pottsville
|
|
L
|
|
Commercial Products
|
|
|
Brazil
|
|
Rio Grande Do Sul
|
|
L
|
|
Commercial Products
|
|
|
Brazil
|
|
Cachoeirinha
|
|
O
|
|
Commercial Products
|
|
|
Netherlands
|
|
Bentfield
|
|
O
|
|
Commercial Products
|
|
|
Mexico
|
|
Agua Prieta
|
|
L
|
|
Medical Products
|
BABY & PARENTING
|
|
PA
|
|
Exton
|
|
L
|
|
Infant Products
|
|
|
VA
|
|
Richmond
|
|
L
|
|
Infant Products
|
|
|
Japan
|
|
Nara
|
|
O
|
|
Infant Products
|
|
|
Japan
|
|
Osaka
|
|
O
|
|
Infant Products
|
|
|
Germany
|
|
Hiddenhausen
|
|
O
|
|
Infant Products
|
|
|
Poland
|
|
Wloclawek
|
|
O
|
|
Infant Products
|
|
|
China
|
|
Zhongshan
|
|
L
|
|
Infant Products
|
|
|
China
|
|
Beijing
|
|
L
|
|
Infant Products
|
CORPORATE
|
|
GA
|
|
Atlanta
|
|
L
|
|
Office
|
|
|
Canada
|
|
Oakville
|
|
L
|
|
Office
|
|
|
Switzerland
|
|
Geneva
|
|
L
|
|
Office
|
|
|
Japan
|
|
Tokyo
|
|
L
|
|
Shared
|
|
|
Australia
|
|
Dandenong
|
|
L
|
|
Office
|
|
|
MI
|
|
Kalamazoo
|
|
L
|
|
R&D
|
SHARED FACILITIES
|
|
AR
|
|
Bentonville
|
|
L
|
|
Shared Services
|
|
|
CA
|
|
Victorville
|
|
L
|
|
Shared Services
|
|
|
GA
|
|
Union City
|
|
L
|
|
Shared Services
|
|
|
IL
|
|
Freeport
|
|
L/O
|
|
Shared Services
|
|
|
NC
|
|
Huntersville
|
|
L
|
|
Shared Services
|
|
|
NC
|
|
High Point
|
|
L
|
|
Shared Services
|
|
|
Canada
|
|
Bolton
|
|
L
|
|
Shared Services
|
|
|
UK
|
|
Lichfield
|
|
L
|
|
Shared Services
|
|
|
Netherlands
|
|
Goirle
|
|
O
|
|
Shared Services
|
|
|
France
|
|
Malissard
|
|
L/O
|
|
Shared Services
|
|
|
France
|
|
Paris
|
|
L
|
|
Shared Services
|
|
|
Italy
|
|
Milan
|
|
L
|
|
Shared Services
|
|
|
Poland
|
|
Poznan
|
|
L
|
|
Shared Services
|
|
|
Poland
|
|
Zerniki
|
|
L
|
|
Shared Services
|
SUPPLEMENTARY ITEM — EXECUTIVE OFFICERS OF THE REGISTRANT
|
||||
Name
|
|
Age
|
|
Present Position with the Company
|
Michael B. Polk
|
|
54
|
|
President and Chief Executive Officer
|
William A. Burke
|
|
54
|
|
Executive Vice President, Chief Operating Officer
|
Paula S. Larson
|
|
52
|
|
Executive Vice President, Chief Human Resources Officer
|
John K. Stipancich
|
|
46
|
|
Executive Vice President, Chief Financial Officer and General Counsel and Corporate Secretary
|
Mark S. Tarchetti
|
|
39
|
|
Executive Vice President, Chief Development Officer
|
|
|
2014
|
|
2013
|
||||||||||||
Quarters
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
|
$
|
32.54
|
|
|
$
|
29.14
|
|
|
$
|
26.11
|
|
|
$
|
21.72
|
|
Second
|
|
31.61
|
|
|
28.27
|
|
|
28.47
|
|
|
24.90
|
|
||||
Third
|
|
35.25
|
|
|
30.85
|
|
|
27.97
|
|
|
24.32
|
|
||||
Fourth
|
|
38.73
|
|
|
31.14
|
|
|
32.54
|
|
|
26.29
|
|
Calendar Month
|
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)
|
||||||
October 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
37,417,583
|
|
November 2014
|
432,281
|
|
|
35.64
|
|
|
411,223
|
|
|
522,327,987
|
|
||
December 2014
|
2,389,548
|
|
|
36.30
|
|
|
2,367,151
|
|
|
436,394,348
|
|
||
Total
|
2,821,829
|
|
|
$
|
36.20
|
|
|
2,778,374
|
|
|
|
(1)
|
During
2014
, all share purchases other than those pursuant to the Company’s 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
21,058
shares (average price:
$34.76
), and
22,397
shares (average price:
$36.06
), respectively, in connection with the 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. In February 2014, the SRP was expanded and extended such that the Company may repurchase up to $300.0 million of its own shares from February 2014 through the end of 2016. In November 2014, the SRP was further expanded and extended such that the Company may repurchase up to an additional
$500.0 million
of its outstanding shares through the end of 2017, which is in addition to the $300.0 million authorization in February 2014. The average per share price of shares purchased in November and December 2014 relating to the SRP was
$35.68
and
$36.30
, respectively.
|
|
|
2014
(1)
|
|
2013
(1), (2)
|
|
2012
(1), (2)
|
|
2011
(2)
|
|
2010
(2)
|
||||||||||
STATEMENTS OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
|
$
|
5,451.5
|
|
|
$
|
5,224.0
|
|
Cost of products sold
|
|
3,523.6
|
|
|
3,482.1
|
|
|
3,414.4
|
|
|
3,388.3
|
|
|
3,231.8
|
|
|||||
Gross margin
|
|
2,203.4
|
|
|
2,124.9
|
|
|
2,094.1
|
|
|
2,063.2
|
|
|
1,992.2
|
|
|||||
Selling, general and administrative expenses
|
|
1,480.5
|
|
|
1,399.5
|
|
|
1,403.5
|
|
|
1,390.6
|
|
|
1,329.5
|
|
|||||
Pension settlement charge
|
|
65.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317.9
|
|
|
—
|
|
|||||
Restructuring costs
(3)
|
|
52.8
|
|
|
110.3
|
|
|
52.9
|
|
|
47.9
|
|
|
76.7
|
|
|||||
Operating income
|
|
604.7
|
|
|
615.1
|
|
|
637.7
|
|
|
306.8
|
|
|
586.0
|
|
|||||
Nonoperating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
|
60.4
|
|
|
60.3
|
|
|
76.1
|
|
|
86.2
|
|
|
118.4
|
|
|||||
Losses related to extinguishments of debt
|
|
33.2
|
|
|
—
|
|
|
10.9
|
|
|
4.8
|
|
|
218.6
|
|
|||||
Other expense (income), net
|
|
49.0
|
|
|
18.5
|
|
|
(1.3
|
)
|
|
13.5
|
|
|
(7.3
|
)
|
|||||
Net nonoperating expenses
|
|
142.6
|
|
|
78.8
|
|
|
85.7
|
|
|
104.5
|
|
|
329.7
|
|
|||||
Income before income taxes
|
|
462.1
|
|
|
536.3
|
|
|
552.0
|
|
|
202.3
|
|
|
256.3
|
|
|||||
Income taxes
|
|
89.1
|
|
|
120.0
|
|
|
161.5
|
|
|
19.1
|
|
|
(7.2
|
)
|
|||||
Income from continuing operations
|
|
373.0
|
|
|
416.3
|
|
|
390.5
|
|
|
183.2
|
|
|
263.5
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
4.8
|
|
|
58.3
|
|
|
10.8
|
|
|
(58.0
|
)
|
|
29.3
|
|
|||||
Net income
|
|
$
|
377.8
|
|
|
$
|
474.6
|
|
|
$
|
401.3
|
|
|
$
|
125.2
|
|
|
$
|
292.8
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
276.1
|
|
|
288.6
|
|
|
291.2
|
|
|
293.6
|
|
|
282.4
|
|
|||||
Diluted
|
|
278.9
|
|
|
291.8
|
|
|
293.6
|
|
|
296.2
|
|
|
305.4
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.35
|
|
|
$
|
1.44
|
|
|
$
|
1.34
|
|
|
$
|
0.62
|
|
|
$
|
0.93
|
|
Income (loss) from discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.20
|
|
|
$
|
0.04
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.10
|
|
Net income
|
|
$
|
1.37
|
|
|
$
|
1.64
|
|
|
$
|
1.38
|
|
|
$
|
0.43
|
|
|
$
|
1.04
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.34
|
|
|
$
|
1.43
|
|
|
$
|
1.33
|
|
|
$
|
0.62
|
|
|
$
|
0.86
|
|
Income (loss) from discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.20
|
|
|
$
|
0.04
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.10
|
|
Net income
|
|
$
|
1.35
|
|
|
$
|
1.63
|
|
|
$
|
1.37
|
|
|
$
|
0.42
|
|
|
$
|
0.96
|
|
Dividends
|
|
$
|
0.66
|
|
|
$
|
0.60
|
|
|
$
|
0.43
|
|
|
$
|
0.29
|
|
|
$
|
0.20
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventories, net
|
|
$
|
708.5
|
|
|
$
|
684.4
|
|
|
$
|
696.4
|
|
|
$
|
699.9
|
|
|
$
|
701.6
|
|
Working capital
(4)
|
|
535.9
|
|
|
681.1
|
|
|
700.3
|
|
|
487.1
|
|
|
466.1
|
|
|||||
Total assets
|
|
6,681.1
|
|
|
6,069.7
|
|
|
6,222.0
|
|
|
6,160.9
|
|
|
6,405.3
|
|
|||||
Short-term debt, including current portion of long-term debt
|
|
397.4
|
|
|
174.8
|
|
|
211.9
|
|
|
367.5
|
|
|
305.0
|
|
|||||
Long-term debt, net of current portion
|
|
2,084.5
|
|
|
1,661.6
|
|
|
1,706.5
|
|
|
1,809.3
|
|
|
2,063.9
|
|
|||||
Total stockholders’ equity
|
|
$
|
1,854.9
|
|
|
$
|
2,075.0
|
|
|
$
|
2,000.2
|
|
|
$
|
1,852.6
|
|
|
$
|
1,905.5
|
|
(1)
|
Supplemental data regarding
2014
,
2013
and
2012
is provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(2)
|
2013, 2012, 2011 and 2010 Statement of Operations data has been adjusted to reclassify the results of operations of the Endicia and Culinary electrics and retail businesses to discontinued operations. 2012, 2011 and 2010 Statement of Operations data has been adjusted to reclassify the results of operations of
|
(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)
|
Working capital is defined as Current Assets less Current Liabilities.
|
Calendar Year
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,214.3
|
|
|
$
|
1,502.2
|
|
|
$
|
1,484.5
|
|
|
$
|
1,526.0
|
|
|
$
|
5,727.0
|
|
Gross margin
|
|
$
|
457.0
|
|
|
$
|
595.6
|
|
|
$
|
576.7
|
|
|
$
|
574.1
|
|
|
$
|
2,203.4
|
|
Income from continuing operations
|
|
$
|
51.8
|
|
|
$
|
149.0
|
|
|
$
|
122.9
|
|
|
$
|
49.3
|
|
|
$
|
373.0
|
|
Income (loss) from discontinued operations
|
|
$
|
1.1
|
|
|
$
|
1.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
2.7
|
|
|
$
|
4.8
|
|
Net income
|
|
$
|
52.9
|
|
|
$
|
150.6
|
|
|
$
|
122.3
|
|
|
$
|
52.0
|
|
|
$
|
377.8
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.18
|
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
0.18
|
|
|
$
|
1.35
|
|
Income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
Net income
|
|
$
|
0.19
|
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
0.19
|
|
|
$
|
1.37
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.18
|
|
|
$
|
0.53
|
|
|
$
|
0.44
|
|
|
$
|
0.18
|
|
|
$
|
1.34
|
|
Income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
Net income
|
|
$
|
0.19
|
|
|
$
|
0.54
|
|
|
$
|
0.44
|
|
|
$
|
0.19
|
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar Year
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year
|
||||||||||
2013
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,221.8
|
|
|
$
|
1,453.8
|
|
|
$
|
1,466.1
|
|
|
$
|
1,465.3
|
|
|
$
|
5,607.0
|
|
Gross margin
|
|
$
|
461.7
|
|
|
$
|
569.0
|
|
|
$
|
552.5
|
|
|
$
|
541.7
|
|
|
$
|
2,124.9
|
|
Income from continuing operations
|
|
$
|
62.5
|
|
|
$
|
115.3
|
|
|
$
|
122.2
|
|
|
$
|
116.3
|
|
|
$
|
416.3
|
|
(Loss) income from discontinued operations
|
|
$
|
(8.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
71.1
|
|
|
$
|
1.0
|
|
|
$
|
58.3
|
|
Net income
|
|
$
|
54.2
|
|
|
$
|
109.8
|
|
|
$
|
193.3
|
|
|
$
|
117.3
|
|
|
$
|
474.6
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.40
|
|
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.44
|
|
(Loss) income from discontinued operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.25
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
Net income
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.67
|
|
|
$
|
0.41
|
|
|
$
|
1.64
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.21
|
|
|
$
|
0.39
|
|
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.43
|
|
(Loss) income from discontinued operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.24
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
Net income
|
|
$
|
0.18
|
|
|
$
|
0.37
|
|
|
$
|
0.66
|
|
|
$
|
0.41
|
|
|
$
|
1.63
|
|
(1)
|
The 2013 quarterly data has been adjusted to reclassify the results of operations of the Endicia and Culinary electrics and retail businesses to discontinued operations.
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
, Dymo
®
Office
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments; labeling solutions
|
Home Solutions
|
|
Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Levolor
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; window treatments; hair care accessories
|
Tools
|
|
Irwin
®
, Lenox
®
, hilmor
™
, Dymo
®
Industrial
|
|
Hand tools and power tool accessories; industrial bandsaw blades; tools for 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
®
, Baby Jogger
®
, Aprica
®
, Teutonia
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
•
|
Core sales, which excludes the effects of foreign currency and acquisitions until their one-year anniversary, increased
3.0%
in 2014. Core sales excludes a 210 basis point adverse impact from foreign currency and a 120 basis point contribution from acquisitions. Core sales growth in Latin America, North America and Asia Pacific of
22.6%
,
2.1%
and
0.4%
, respectively, was partially offset by core sales declines in Europe of
1.3%
.
|
•
|
Core sales increased mid- to high-single digits in the Company’s Win Bigger businesses, which includes the Writing, Tools and Commercial Products segments. Core sales declined
2.5%
and
4.0%
in the Home Solutions and Baby & Parenting segments, respectively.
|
•
|
Gross margin was 38.5%. Pricing, productivity and segment mix more than offset the impact of inflation, negative foreign currency, the $12.0 million of costs associated with the Graco harness buckle recall and the adverse impact of the $5.2 million increase in Venezuela cost of products sold due to changes in Venezuela exchange rates.
|
•
|
Selling, general and administrative expenses increased $81.0 million to $1,480.5 million, due primarily to increased advertising in support of the Company’s brands. The Company’s advertising strategy is to invest behind innovation, including new product launches, and in building brands, with a primary focus on advertising in North America and Latin America in the Company’s Win Bigger businesses. During 2014, the Company increased investments in advertising by $52.8 million, representing an incremental 90 basis points as a percentage of net sales. The Company’s investments for brand-building and consumer demand creation and commercialization activities during 2014 included the following:
|
•
|
a new Sharpie
®
Neon Permanent Marker designed to inspire bold, vivid expression supported with “50Ways To Use Sharpie” advertising in advance of Back-To-School in the U.S. and Canada;
|
•
|
advertising for a new line of Sharpie highlighters called Sharpie Clear View which have a unique, see-through tip for more precise highlighting;
|
•
|
continued investment in InkJoy
®
advertising in North America and expansion to the Latin America and Asia Pacific markets;
|
•
|
an advertising campaign supporting the re-launch of Mr. Sketch
®
scented markers, a children’s classic first introduced in the U.S. in 1965;
|
•
|
advertising for Rubbermaid
®
Food Storage for LunchBlox and Easy Find Lids in the Home Solutions segment;
|
•
|
advertising for the launch of the Calphalon
®
Nonstick Dishwasher safe line and Goody
®
, the first advertising for these brands in years;
|
•
|
advertising in North America and Australia to support Irwin
®
new product launches in Vise Grip and IMPACT Accessories in the Tools segment;
|
•
|
the second wave of Big Bang Brazil, launching nine additional product categories and more than 700 SKUs of Irwin
®
tools, in addition to the 500 SKUs launched last year in Brazil;
|
•
|
advertising for Brute
®
, the Executive Series and HYGEN
TM
disposable microfiber in the Commercial Products segment;
|
•
|
a New Distributor Model in North America, focused primarily in Tools and Commercial Products, building a structure that assigns relationship owners to key distributors, removing redundancies and simplifying the approach with distributors to sell a broader assortment of the Company’s products; and
|
•
|
key product launches and advertising support in Graco
®
, including 4EVER
TM
All-in-One car seats that transition from baby to booster as the child grows and MODES
®
3-in-1 stroller.
|
•
|
Continued execution of Project Renewal to simplify the business, reduce structural costs and increase investment in the most significant growth platforms within the business by taking significant steps in implementing activities centered around Project Renewal’s five workstreams, resulting in $52.8 million of restructuring costs in 2014.
|
•
|
Settled U.S. pension liabilities with plan assets for certain participants which resulted in a $65.4 million non-cash settlement charge in the fourth quarter of 2014.
|
•
|
Realized a $
45.6 million
foreign exchange loss in 2014 for the Company’s Venezuelan operations, which includes a $38.7 million charge upon adoption of the SICAD I rate in the first quarter of 2014 and further losses as a result of declines in the SICAD I rate.
|
•
|
Reported a 19.3% effective tax rate for 2014, compared to an effective tax rate of 22.4% for 2013. During 2014, the Company recognized discrete income tax benefits of $15.5 million related to the resolution of certain tax contingencies and $18.4 million of income tax benefits associated with the net reduction of valuation allowances on certain international deferred tax assets. In 2013, the Company recognized $7.9 million of discrete income tax benefits related to the resolution of various income tax contingencies and the expiration of various statutes of limitation. Additionally, the 2013 tax rate was impacted by $19.5 million of net tax benefits associated with the recognition of incremental deferred tax assets.
|
•
|
Extended and expanded the Company’s ongoing share repurchase plan (the “SRP”), authorizing additional repurchases of over $750.0 million of its outstanding shares through the end of 2017. The Company repurchased and retired
11.4 million
shares of its common stock for
$363.2 million
during 2014.
|
•
|
Initiated plans to sell the Culinary electrics and retail businesses as well as the Endicia
®
online postage business. As a result, the results of operations of these businesses have been reclassified to discontinued operations for all periods presented.
|
•
|
Completed the offering and sale of
$850.0 million
medium-term notes, consisting of
$350.0 million
principal amount of
2.875%
notes due
2019
(the “2.875% 2019 Notes”) and
$500.0 million
principal amount of
4.0%
notes due
2024
(the “2024 Notes”). The aggregate proceeds were used to redeem
$168.7 million
of the
$550.0 million
principal amount outstanding
4.7%
notes due
2020
(the “2020 Notes”), redeem the
$250.0 million
of outstanding
2.0%
notes due
2015
(the “2015 Notes”), redeem the
$20.7 million
of outstanding
10.6%
notes due
2019
(the “10.6% 2019 Notes”), reduce borrowings under the Company’s commercial paper program and receivables facility, finance acquisitions and for general corporate purposes. The Company incurred $33.2 million of losses on extinguishment of debt in 2014 in connection with the repayment of a portion of the outstanding 2020 Notes and all outstanding 2015 Notes and
10.6%
2019 Notes.
|
•
|
Organizational Simplification: The Company has de-layered its top structure and further consolidated its businesses from nine GBUs to five business segments.
|
•
|
EMEA Simplification: The Company is focusing its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.
|
•
|
Best Cost Finance: The Company is delivering 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 is driving “One Newell Rubbermaid” efficiencies in customer and consumer services and sourcing functions.
|
•
|
Supply Chain Footprint: The Company is further optimizing manufacturing and distribution facilities across its global supply chain.
|
|
Total Project
|
|
Through December 31, 2014
|
|
Remaining through December 31, 2017
|
Cost
|
$540 - $575
|
|
$304
|
|
$236 - $271
|
Savings
|
$470 - $525
|
|
$266
|
|
$204 - $259
|
•
|
Completed the restructuring of the Development organization as part of the Organizational Simplification workstream, which includes the consolidation and relocation of its design and innovation capabilities into a new center of excellence in Kalamazoo, Michigan, and the consolidation of the marketing function into a global center of excellence.
|
•
|
The ongoing implementation of the EMEA Simplification workstream, which includes projects aimed at refocusing the region on profitable growth, including the closure, consolidation and/or relocation of certain manufacturing facilities, distribution centers, customer support and sales and administrative offices. In 2014, the Company completed the closures of a manufacturing facility and a distribution center in EMEA. As part of the EMEA Simplification workstream, the Company has also exited certain markets and product lines, as follows:
|
•
|
Exited direct sales in over 50 of the 120 countries and territories that the EMEA region serves;
|
•
|
Discontinued the Baby & Parenting business in about 19 countries;
|
•
|
Discontinued several lines of Baby & Parenting products; and
|
•
|
Exited the custom-logo Fine Writing business.
|
•
|
The implementation of projects to consolidate the Company’s North American customer and consumer service operations.
|
•
|
Undertaking an evaluation of the Company’s overhead structure, supply chain organization and processes, and pricing structure to optimize and transform processes, simplify the organization and reduce costs.
|
•
|
The implementation of the Best Cost Finance workstream by consolidating and realigning its shared services and decision support capabilities.
|
•
|
The continued execution of projects to streamline the three business partnering functions, Human Resources, Finance/IT and Legal, and to align these functions with the new operating structure.
|
•
|
The ongoing reconfiguration and consolidation of the Company’s manufacturing footprint and distribution centers to reduce overhead, improve operational efficiencies and better utilize existing assets, including the closure of a distribution center and the initiation of a project to close a manufacturing facility in North America.
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Net sales
|
$
|
5,727.0
|
|
|
100.0
|
%
|
|
$
|
5,607.0
|
|
|
100.0
|
%
|
|
$
|
5,508.5
|
|
|
100.0
|
%
|
Cost of products sold
|
3,523.6
|
|
|
61.5
|
|
|
3,482.1
|
|
|
62.1
|
|
|
3,414.4
|
|
|
62.0
|
|
|||
Gross margin
|
2,203.4
|
|
|
38.5
|
|
|
2,124.9
|
|
|
37.9
|
|
|
2,094.1
|
|
|
38.0
|
|
|||
Selling, general and administrative expenses
|
1,480.5
|
|
|
25.9
|
|
|
1,399.5
|
|
|
25.0
|
|
|
1,403.5
|
|
|
25.5
|
|
|||
Pension settlement charge
|
65.4
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
52.8
|
|
|
0.9
|
|
|
110.3
|
|
|
2.0
|
|
|
52.9
|
|
|
1.0
|
|
|||
Operating income
|
604.7
|
|
|
10.6
|
|
|
615.1
|
|
|
11.0
|
|
|
637.7
|
|
|
11.6
|
|
|||
Nonoperating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
60.4
|
|
|
1.1
|
|
|
60.3
|
|
|
1.1
|
|
|
76.1
|
|
|
1.4
|
|
|||
Losses related to extinguishments of debt
|
33.2
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|
0.2
|
|
|||
Other expense (income), net
|
49.0
|
|
|
0.9
|
|
|
18.5
|
|
|
0.3
|
|
|
(1.3
|
)
|
|
—
|
|
|||
Net nonoperating expenses
|
142.6
|
|
|
2.5
|
|
|
78.8
|
|
|
1.4
|
|
|
85.7
|
|
|
1.6
|
|
|||
Income before income taxes
|
462.1
|
|
|
8.1
|
|
|
536.3
|
|
|
9.6
|
|
|
552.0
|
|
|
10.0
|
|
|||
Income tax expense
|
89.1
|
|
|
1.6
|
|
|
120.0
|
|
|
2.1
|
|
|
161.5
|
|
|
2.9
|
|
|||
Income from continuing operations
|
373.0
|
|
|
6.5
|
|
|
416.3
|
|
|
7.4
|
|
|
390.5
|
|
|
7.1
|
|
|||
Income from discontinued operations
|
4.8
|
|
|
0.1
|
|
|
58.3
|
|
|
1.0
|
|
|
10.8
|
|
|
0.2
|
|
|||
Net income
|
$
|
377.8
|
|
|
6.6
|
%
|
|
$
|
474.6
|
|
|
8.5
|
%
|
|
$
|
401.3
|
|
|
7.3
|
%
|
Core sales
|
$
|
166.4
|
|
|
3.0
|
%
|
Acquisitions
|
68.9
|
|
|
1.2
|
|
|
Foreign currency
|
(115.3
|
)
|
|
(2.1
|
)
|
|
Total change in net sales
|
$
|
120.0
|
|
|
2.1
|
%
|
Core sales
|
$
|
164.9
|
|
|
3.0
|
%
|
Foreign currency
|
(66.4
|
)
|
|
(1.2
|
)
|
|
Total change in net sales
|
$
|
98.5
|
|
|
1.8
|
%
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Writing
|
$
|
1,708.9
|
|
|
$
|
1,653.6
|
|
|
3.3
|
%
|
Home Solutions
|
1,575.4
|
|
|
1,560.3
|
|
|
1.0
|
|
||
Tools
|
852.2
|
|
|
817.9
|
|
|
4.2
|
|
||
Commercial Products
|
837.1
|
|
|
785.9
|
|
|
6.5
|
|
||
Baby & Parenting
|
753.4
|
|
|
789.3
|
|
|
(4.5
|
)
|
||
Total net sales
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
2.1
|
%
|
|
Writing
|
|
Home Solutions
|
|
Tools
|
|
Commercial Products
|
|
Baby & Parenting
|
|||||
Core sales
|
7.8
|
%
|
|
(2.5
|
)%
|
|
6.3
|
%
|
|
7.2
|
%
|
|
(4.0
|
)%
|
Acquisitions
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
Foreign currency
|
(4.5
|
)
|
|
(0.6
|
)
|
|
(2.1
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
Total change in net sales
|
3.3
|
%
|
|
1.0
|
%
|
|
4.2
|
%
|
|
6.5
|
%
|
|
(4.5
|
)%
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Writing
(1)
|
$
|
416.6
|
|
|
$
|
382.2
|
|
|
9.0
|
%
|
Home Solutions
(2)
|
196.0
|
|
|
213.1
|
|
|
(8.0
|
)
|
||
Tools
(3)
|
94.6
|
|
|
68.3
|
|
|
38.5
|
|
||
Commercial Products
(4)
|
101.3
|
|
|
82.5
|
|
|
22.8
|
|
||
Baby & Parenting
(5)
|
40.6
|
|
|
91.2
|
|
|
(55.5
|
)
|
||
Restructuring costs
|
(52.8
|
)
|
|
(110.3
|
)
|
|
52.1
|
|
||
Corporate
(6)
|
(191.6
|
)
|
|
(111.9
|
)
|
|
(71.2
|
)
|
||
Total operating income
|
$
|
604.7
|
|
|
$
|
615.1
|
|
|
(1.7
|
)%
|
(1)
|
For
2014
, includes charges of
$5.2 million
associated with Venezuelan inventory resulting from changes in the exchange rate for the Venezuelan Bolivar. For
2013
, includes
$0.3 million
of organizational change implementation and restructuring-related costs associated with Project Renewal.
|
(2)
|
For
2014
, includes
$4.2 million
of acquisition and integration charges associated with the Ignite and bubba acquisitions.
|
(3)
|
For
2014
, includes
$1.7 million
of organizational change implementation and restructuring-related costs associated with Project Renewal.
|
(4)
|
For
2014
, includes
$0.4 million
of organizational change implementation and restructuring-related costs associated with Project Renewal.
|
(5)
|
For
2014
, includes
$15.0 million
of charges relating to the Graco harness buckle recall and
$1.3 million
of acquisition and integration charges associated with the Baby Jogger acquisition. For
2013
, includes
$0.8 million
of organizational change implementation and restructuring-related costs associated with Project Renewal.
|
(6)
|
For
2014
, includes a
$65.4 million
non-cash charge associated with the settlement of U.S. pension liabilities for certain participants with plan assets, $31.7 million of organizational change implementation and restructuring-related costs associated with Project Renewal, and $10.2 million of advisory costs for process transformation and optimization initiatives. For
2013
, includes
$23.8 million
of organizational change implementation and restructuring-related costs associated with Project Renewal.
|
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Writing
|
|
$
|
1,653.6
|
|
|
$
|
1,682.0
|
|
|
(1.7
|
)%
|
Home Solutions
|
|
1,560.3
|
|
|
1,524.6
|
|
|
2.3
|
|
||
Tools
|
|
817.9
|
|
|
806.1
|
|
|
1.5
|
|
||
Commercial Products
|
|
785.9
|
|
|
759.7
|
|
|
3.4
|
|
||
Baby & Parenting
|
|
789.3
|
|
|
736.1
|
|
|
7.2
|
|
||
Total net sales
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
|
1.8
|
%
|
|
Writing
|
|
Home Solutions
|
|
Tools
|
|
Commercial Products
|
|
Baby & Parenting
|
|||||
Core sales
|
(0.5
|
)%
|
|
2.7
|
%
|
|
3.4
|
%
|
|
3.9
|
%
|
|
10.2
|
%
|
Foreign currency
|
(1.2
|
)
|
|
(0.4
|
)
|
|
(1.9
|
)
|
|
(0.5
|
)
|
|
(3.0
|
)
|
Total change in net sales
|
(1.7
|
)%
|
|
2.3
|
%
|
|
1.5
|
%
|
|
3.4
|
%
|
|
7.2
|
%
|
|
Year Ended December 31, 2014
|
||||||||||||||||
|
North America
|
|
Europe, Middle East and Africa
|
|
Latin America
|
|
Asia Pacific
|
|
Total International
|
|
Total Company
|
||||||
Core sales
|
2.1
|
%
|
|
(1.3
|
)%
|
|
22.6
|
%
|
|
0.4
|
%
|
|
5.4
|
%
|
|
3.0
|
%
|
Acquisitions
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
Foreign currency
|
(0.5
|
)
|
|
(0.8
|
)
|
|
(18.2
|
)
|
|
(4.6
|
)
|
|
(6.4
|
)
|
|
(2.1
|
)
|
Total change in net sales
|
3.3
|
%
|
|
(2.1
|
)%
|
|
4.4
|
%
|
|
(4.2
|
)%
|
|
(1.0
|
)%
|
|
2.1
|
%
|
|
Year Ended December 31, 2013
|
||||||||||||||||
|
North America
|
|
Europe, Middle East and Africa
|
|
Latin America
|
|
Asia Pacific
|
|
Total International
|
|
Total Company
|
||||||
Core sales
|
2.7
|
%
|
|
(3.3
|
)%
|
|
26.6
|
%
|
|
(2.4
|
)%
|
|
3.6
|
%
|
|
3.0
|
%
|
Foreign currency
|
(0.2
|
)
|
|
2.1
|
|
|
(9.6
|
)
|
|
(8.3
|
)
|
|
(3.7
|
)
|
|
(1.2
|
)
|
Total change in net sales
|
2.5
|
%
|
|
(1.2
|
)%
|
|
17.0
|
%
|
|
(10.7
|
)%
|
|
(0.1
|
)%
|
|
1.8
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash provided by operating activities
|
$
|
634.1
|
|
|
$
|
605.2
|
|
|
$
|
618.5
|
|
Cash (used in) provided by investing activities
|
(751.9
|
)
|
|
53.4
|
|
|
(163.0
|
)
|
|||
Cash provided by (used in) financing activities
|
119.0
|
|
|
(613.5
|
)
|
|
(446.0
|
)
|
|||
Currency effect on cash and cash equivalents
|
(28.1
|
)
|
|
(2.6
|
)
|
|
4.1
|
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(26.9
|
)
|
|
$
|
42.5
|
|
|
$
|
13.6
|
|
•
|
a $100.0 million contribution to the Company’s primary U.S. pension plan made in 2013;
|
•
|
a $33.4 million year-over-year decrease in cash used to build inventories in 2014 compared to 2013, partially attributable to the higher inventory builds in 2013 to support back-half 2013 promotions;
|
•
|
a $28.3 million year-over-year increase in cash provided by accounts payable primarily attributable to the later timing of purchases in the fourth quarter of 2014 compared to the fourth quarter of 2013; and
|
•
|
a $21.5 million year-over-year decline in cash paid for income taxes;
|
•
|
a $121.9 million year-over-year increase in cash used for accounts receivable due to the later timing of sales in the fourth quarter of 2014 compared to the fourth quarter of 2013;
|
•
|
a $19.1 million year-over-year increase in organizational change implementation and restructuring-related costs incurred in connection with Project Renewal and advisory costs for process transformation and optimization initiatives; and
|
•
|
$15.0 million in costs in 2014 associated with the harness buckle recall.
|
•
|
a $51.3 million year-over-year increase in pension contributions to the Company’s U.S. pension plan;
|
•
|
a $69.3 million year-over-year use of cash to build inventories to support service levels and sales growth;
|
•
|
a $26.3 million increase in cash paid for restructuring activities; and
|
•
|
a $27.0 million increase in the annual incentive compensation payout;
|
•
|
improved profitability in 2013 compared to 2012;
|
•
|
an $82.2 million year-over-year increase in collections of accounts receivable due to the timing of sales in the fourth quarter of 2012; and
|
•
|
a $43.6 million year-over-year decline in cash paid for interest.
|
|
2014
|
|
2013
|
|
2012
|
|||
Accounts receivable
|
74
|
|
|
68
|
|
|
67
|
|
Inventory
|
67
|
|
|
67
|
|
|
66
|
|
Accounts payable
|
(64
|
)
|
|
(55
|
)
|
|
(50
|
)
|
Cash conversion cycle
|
77
|
|
|
80
|
|
|
83
|
|
•
|
Cash and cash equivalents at
December 31, 2014
were
$199.4 million
, and the Company had $772.0 million of borrowing capacity under the $800.0 million unsecured syndicated revolving credit facility.
|
•
|
Working capital at
December 31, 2014
was
$535.9 million
compared to
$681.1 million
at
December 31, 2013
, and the current ratio at
December 31, 2014
was
1.28
:1 compared to
1.42
:1 at
December 31, 2013
. The decrease in working capital is due to the increase in short-term borrowings, the proceeds of which were used for acquisitions and the SRP.
|
•
|
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
0.55
:1 and
0.44
:1 at
December 31, 2014
and
December 31, 2013
, respectively.
|
|
2014
|
|
2013
|
||||||||||||
Short-term Borrowing Arrangement
|
Maximum
|
|
Average
|
|
Maximum
|
|
Average
|
||||||||
Commercial paper
|
$
|
239.7
|
|
|
$
|
114.4
|
|
|
$
|
249.6
|
|
|
$
|
122.4
|
|
Receivables facility
|
350.0
|
|
|
213.8
|
|
|
200.0
|
|
|
171.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Average outstanding debt
|
$
|
2,085.2
|
|
|
$
|
1,980.7
|
|
|
$
|
2,195.5
|
|
Average interest rate
(1)
|
3.0
|
%
|
|
3.0
|
%
|
|
3.5
|
%
|
|
Senior Debt
Credit Rating
|
|
Short-term Debt
Credit Rating
|
|
Outlook
|
|
|
|
|
|
|
Moody’s Investors Service
|
Baa3
|
|
P-3
|
|
Stable
|
Standard & Poor’s
|
BBB-
|
|
A-3
|
|
Positive
|
Fitch Ratings
|
BBB
|
|
F-2
|
|
Positive
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5 Years
|
||||||||||
Debt
(1)
|
$
|
2,481.9
|
|
$
|
397.4
|
|
$
|
361.3
|
|
$
|
601.6
|
|
$
|
1,121.6
|
|
Interest on debt
(2)
|
513.6
|
|
84.2
|
|
161.7
|
|
124.0
|
|
143.7
|
|
|||||
Operating lease obligations
(3)
|
384.3
|
|
105.8
|
|
143.1
|
|
80.3
|
|
55.1
|
|
|||||
Purchase obligations
(4)
|
847.0
|
|
713.6
|
|
133.4
|
|
—
|
|
—
|
|
|||||
Total contractual obligations
(5)
|
$
|
4,226.8
|
|
$
|
1,301.0
|
|
$
|
799.5
|
|
$
|
805.9
|
|
$
|
1,320.4
|
|
(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, 2014
. Includes
$28.0 million
of commercial paper that the Company intends to repay or refinance and
$350.0 million
in borrowings under the receivables facility that the Company intends to repay or refinance before maturity. For further information relating to these obligations, see Footnote 10 of the Notes to Consolidated Financial Statements.
|
(2)
|
Amounts represent estimated interest payable on borrowings outstanding as of
December 31, 2014
, excluding the impact of interest rate swaps that adjust the fixed rate to a floating rate for $596.0 million of medium-term notes. Interest on floating-rate debt was estimated using the rate in effect as of
December 31, 2014
. For further information, see Footnote 10 of the Notes to Consolidated Financial Statements.
|
(3)
|
Amounts represent contractual minimum lease obligations on operating leases as of
December 31, 2014
. 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, 2014
, 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, 2014
balance sheet as current liabilities, except for current portion of long-term debt, short-term debt and accrued interest.
|
•
|
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, including consideration of the most recent mortality tables issued by the Society of Actuaries for the Company’s U.S. plans.
|
•
|
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
|
$
|
—
|
|
|
$
|
2.0
|
|
Accrued current benefit cost
|
(9.8
|
)
|
|
(3.6
|
)
|
||
Accrued noncurrent benefit cost
|
(298.9
|
)
|
|
(85.7
|
)
|
||
Net liability recognized in the Consolidated Balance Sheet
|
$
|
(308.7
|
)
|
|
$
|
(87.3
|
)
|
|
|
|
|
||||
|
|
|
U.S.
|
||||
Other postretirement benefit obligations:
|
|
|
|
||||
Accrued current benefit cost
|
|
|
$
|
(6.8
|
)
|
||
Accrued noncurrent benefit cost
|
|
|
(81.3
|
)
|
|||
Liability recognized in the Consolidated Balance Sheet
|
|
|
$
|
(88.1
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net pension cost, excluding settlement charge
|
$
|
23.5
|
|
|
$
|
29.0
|
|
|
$
|
25.4
|
|
U.S. pension settlement charge
|
65.4
|
|
|
—
|
|
|
—
|
|
|||
Net postretirement benefit costs
|
(0.6
|
)
|
|
5.0
|
|
|
7.2
|
|
|||
Total
|
$
|
88.3
|
|
|
$
|
34.0
|
|
|
$
|
32.6
|
|
|
Impact on 2014
Expense
|
||
25 basis point decrease in discount rate
|
$
|
0.8
|
|
25 basis point increase in discount rate
|
$
|
(0.9
|
)
|
25 basis point decrease in expected return on assets
|
$
|
3.3
|
|
25 basis point increase in expected return on assets
|
$
|
(3.3
|
)
|
|
December 31, 2014 Impact on PBO
|
||
25 basis point decrease in discount rate
|
$
|
63.7
|
|
25 basis point increase in discount rate
|
$
|
(61.3
|
)
|
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
2014
|
|
2013
|
|
2012
|
|
% Change
|
|
% Change
|
||||||||
U.S.
|
$
|
3,945.1
|
|
|
$
|
3,783.3
|
|
|
$
|
3,668.4
|
|
|
4.3
|
%
|
|
3.1
|
%
|
Non-U.S
|
1,781.9
|
|
|
1,823.7
|
|
|
1,840.1
|
|
|
(2.3
|
)
|
|
(0.9
|
)
|
|||
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
|
2.1
|
%
|
|
1.8
|
%
|
•
|
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
|
$
|
7.7
|
|
Other assets
|
$
|
—
|
|
Other accrued liabilities
|
$
|
0.5
|
|
Other noncurrent liabilities
|
$
|
11.8
|
|
Market Risk
(1)
|
|
2014
Average
|
|
December 31,
2014
|
|
2013
Average
|
|
December 31,
2013
|
|
Confidence
Level
|
|||||||||
Interest rates
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
$
|
3.2
|
|
|
$
|
3.1
|
|
|
95
|
%
|
Foreign exchange
|
|
$
|
4.9
|
|
|
$
|
5.0
|
|
|
$
|
7.9
|
|
|
$
|
7.1
|
|
|
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 2, 2015
|
|
|
|
/s/ Ernst & Young LLP
|
Atlanta, Georgia
|
|
March 2, 2015
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
Atlanta, Georgia
|
|
March 2, 2015
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
Cost of products sold
|
3,523.6
|
|
|
3,482.1
|
|
|
3,414.4
|
|
|||
Gross margin
|
2,203.4
|
|
|
2,124.9
|
|
|
2,094.1
|
|
|||
Selling, general and administrative expenses
|
1,480.5
|
|
|
1,399.5
|
|
|
1,403.5
|
|
|||
Pension settlement charge
|
65.4
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
52.8
|
|
|
110.3
|
|
|
52.9
|
|
|||
Operating income
|
604.7
|
|
|
615.1
|
|
|
637.7
|
|
|||
Nonoperating expenses:
|
|
|
|
|
|
||||||
Interest expense, net of interest income of $3.9, $2.0 and $4.3 in 2014, 2013 and 2012, respectively
|
60.4
|
|
|
60.3
|
|
|
76.1
|
|
|||
Losses related to extinguishments of debt
|
33.2
|
|
|
—
|
|
|
10.9
|
|
|||
Other expense (income), net
|
49.0
|
|
|
18.5
|
|
|
(1.3
|
)
|
|||
Net nonoperating expenses
|
142.6
|
|
|
78.8
|
|
|
85.7
|
|
|||
Income before income taxes
|
462.1
|
|
|
536.3
|
|
|
552.0
|
|
|||
Income tax expense
|
89.1
|
|
|
120.0
|
|
|
161.5
|
|
|||
Income from continuing operations
|
373.0
|
|
|
416.3
|
|
|
390.5
|
|
|||
Income from discontinued operations, net of tax
|
4.8
|
|
|
58.3
|
|
|
10.8
|
|
|||
Net income
|
$
|
377.8
|
|
|
$
|
474.6
|
|
|
$
|
401.3
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
276.1
|
|
|
288.6
|
|
|
291.2
|
|
|||
Diluted
|
278.9
|
|
|
291.8
|
|
|
293.6
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.35
|
|
|
$
|
1.44
|
|
|
$
|
1.34
|
|
Income from discontinued operations
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||
Net income
|
$
|
1.37
|
|
|
$
|
1.64
|
|
|
$
|
1.38
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.34
|
|
|
$
|
1.43
|
|
|
$
|
1.33
|
|
Income from discontinued operations
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||
Net income
|
$
|
1.35
|
|
|
$
|
1.63
|
|
|
$
|
1.37
|
|
Dividends per share
|
$
|
0.66
|
|
|
$
|
0.60
|
|
|
$
|
0.43
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
377.8
|
|
|
$
|
474.6
|
|
|
$
|
401.3
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(126.3
|
)
|
|
5.0
|
|
|
40.6
|
|
|||
Change in unrecognized pension and other postretirement costs
|
(28.4
|
)
|
|
137.8
|
|
|
(119.8
|
)
|
|||
Derivative hedging gain (loss)
|
5.5
|
|
|
1.0
|
|
|
(2.8
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
(149.2
|
)
|
|
143.8
|
|
|
(82.0
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
(1)
|
$
|
228.6
|
|
|
$
|
618.4
|
|
|
$
|
319.3
|
|
December 31,
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
199.4
|
|
|
$
|
226.3
|
|
Accounts receivable, net of allowances of $25.3 for 2014 and $38.0 for 2013
|
1,248.2
|
|
|
1,105.1
|
|
||
Inventories, net
|
708.5
|
|
|
684.4
|
|
||
Deferred income taxes
|
134.4
|
|
|
134.4
|
|
||
Prepaid expenses and other
|
136.1
|
|
|
135.4
|
|
||
Total Current Assets
|
2,426.6
|
|
|
2,285.6
|
|
||
Property, plant and equipment, net
|
559.1
|
|
|
539.6
|
|
||
Goodwill
|
2,546.0
|
|
|
2,361.1
|
|
||
Other intangible assets, net
|
887.2
|
|
|
614.5
|
|
||
Other assets
|
262.2
|
|
|
268.9
|
|
||
Total Assets
|
$
|
6,681.1
|
|
|
$
|
6,069.7
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
674.1
|
|
|
$
|
558.9
|
|
Accrued compensation
|
159.9
|
|
|
167.3
|
|
||
Other accrued liabilities
|
659.3
|
|
|
703.5
|
|
||
Short-term debt
|
390.7
|
|
|
174.0
|
|
||
Current portion of long-term debt
|
6.7
|
|
|
0.8
|
|
||
Total Current Liabilities
|
1,890.7
|
|
|
1,604.5
|
|
||
Long-term debt
|
2,084.5
|
|
|
1,661.6
|
|
||
Deferred income taxes
|
220.4
|
|
|
108.3
|
|
||
Other noncurrent liabilities
|
630.6
|
|
|
620.3
|
|
||
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
|
288.7
|
|
|
297.5
|
|
||
Outstanding shares, before treasury:
|
|
|
|
||||
2014 – 288.7
|
|
|
|
||||
2013 – 297.5
|
|
|
|
||||
Treasury stock, at cost:
|
(493.1
|
)
|
|
(477.2
|
)
|
||
Shares held:
|
|
|
|
||||
2014 – 19.5
|
|
|
|
||||
2013 – 18.9
|
|
|
|
||||
Additional paid-in capital
|
739.0
|
|
|
654.3
|
|
||
Retained earnings
|
2,111.2
|
|
|
2,242.1
|
|
||
Accumulated other comprehensive loss
|
(794.4
|
)
|
|
(645.2
|
)
|
||
Stockholders’ Equity Attributable to Parent
|
1,851.4
|
|
|
2,071.5
|
|
||
Stockholders’ Equity Attributable to Noncontrolling Interests
|
3.5
|
|
|
3.5
|
|
||
Total Stockholders’ Equity
|
1,854.9
|
|
|
2,075.0
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
6,681.1
|
|
|
$
|
6,069.7
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
377.8
|
|
|
$
|
474.6
|
|
|
$
|
401.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
156.1
|
|
|
158.9
|
|
|
163.7
|
|
|||
(Gain) loss on disposal of discontinued operations
|
(2.2
|
)
|
|
(87.4
|
)
|
|
(5.2
|
)
|
|||
Losses related to extinguishments of debt
|
33.2
|
|
|
—
|
|
|
10.9
|
|
|||
Non-cash restructuring costs
|
7.2
|
|
|
4.2
|
|
|
0.3
|
|
|||
Deferred income taxes
|
39.3
|
|
|
88.6
|
|
|
71.2
|
|
|||
Stock-based compensation expense
|
29.9
|
|
|
37.2
|
|
|
32.9
|
|
|||
Pension settlement charge
|
65.4
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
69.1
|
|
|
32.3
|
|
|
12.0
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
(140.9
|
)
|
|
(19.0
|
)
|
|
(101.2
|
)
|
|||
Inventories
|
(28.2
|
)
|
|
(61.6
|
)
|
|
7.7
|
|
|||
Accounts payable
|
87.3
|
|
|
59.0
|
|
|
56.3
|
|
|||
Accrued liabilities and other
|
(59.9
|
)
|
|
(81.6
|
)
|
|
(31.4
|
)
|
|||
Net Cash Provided by Operating Activities
|
634.1
|
|
|
605.2
|
|
|
618.5
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from sales of businesses and other noncurrent assets
|
19.0
|
|
|
189.8
|
|
|
43.5
|
|
|||
Acquisitions and acquisition-related activity
|
(602.3
|
)
|
|
—
|
|
|
(26.5
|
)
|
|||
Capital expenditures
|
(161.9
|
)
|
|
(138.2
|
)
|
|
(177.2
|
)
|
|||
Other
|
(6.7
|
)
|
|
1.8
|
|
|
(2.8
|
)
|
|||
Net Cash (Used in) Provided By Investing Activities
|
(751.9
|
)
|
|
53.4
|
|
|
(163.0
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
217.3
|
|
|
(35.8
|
)
|
|
106.0
|
|
|||
Proceeds from issuance of debt, net of debt issuance costs
|
841.8
|
|
|
—
|
|
|
841.9
|
|
|||
Payments on and for the settlement of notes payable and debt
|
(465.2
|
)
|
|
—
|
|
|
(1,203.4
|
)
|
|||
Repurchase and retirement of shares of common stock
|
(363.2
|
)
|
|
(470.0
|
)
|
|
(91.5
|
)
|
|||
Cash dividends
|
(182.5
|
)
|
|
(174.1
|
)
|
|
(125.9
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
10.6
|
|
|
15.8
|
|
|
12.7
|
|
|||
Proceeds from exercises of employee stock options
|
76.6
|
|
|
81.0
|
|
|
15.6
|
|
|||
Repurchases of shares of common stock related to stock-based compensation
|
(15.9
|
)
|
|
(29.2
|
)
|
|
(16.4
|
)
|
|||
Other, net
|
(0.5
|
)
|
|
(1.2
|
)
|
|
15.0
|
|
|||
Net Cash Provided by (Used in) Financing Activities
|
119.0
|
|
|
(613.5
|
)
|
|
(446.0
|
)
|
|||
|
|
|
|
|
|
||||||
Currency rate effect on cash and cash equivalents
|
(28.1
|
)
|
|
(2.6
|
)
|
|
4.1
|
|
|||
(Decrease) Increase in Cash and Cash Equivalents
|
(26.9
|
)
|
|
42.5
|
|
|
13.6
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
226.3
|
|
|
183.8
|
|
|
170.2
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
199.4
|
|
|
$
|
226.3
|
|
|
$
|
183.8
|
|
Supplemental cash flow disclosures — cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
33.8
|
|
|
$
|
55.3
|
|
|
$
|
56.6
|
|
Interest
|
$
|
56.7
|
|
|
$
|
57.7
|
|
|
$
|
101.3
|
|
|
|
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, 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
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
474.6
|
|
|
—
|
|
|
474.6
|
|
|
—
|
|
|
474.6
|
|
||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||||||
Unrecognized pension and other postretirement costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137.8
|
|
|
137.8
|
|
|
—
|
|
|
137.8
|
|
||||||||
Gain on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174.1
|
)
|
|
—
|
|
|
(174.1
|
)
|
|
—
|
|
|
(174.1
|
)
|
||||||||
Stock-based compensation and other
|
|
6.9
|
|
|
(29.2
|
)
|
|
123.0
|
|
|
(0.2
|
)
|
|
—
|
|
|
100.5
|
|
|
—
|
|
|
100.5
|
|
||||||||
Retirement of common stock purchased under the ASB
|
|
(9.4
|
)
|
|
—
|
|
|
(92.3
|
)
|
|
(248.8
|
)
|
|
—
|
|
|
(350.5
|
)
|
|
—
|
|
|
(350.5
|
)
|
||||||||
Retirement of common stock purchased under the 2011 SRP
|
|
(4.7
|
)
|
|
—
|
|
|
(10.5
|
)
|
|
(104.3
|
)
|
|
—
|
|
|
(119.5
|
)
|
|
—
|
|
|
(119.5
|
)
|
||||||||
Balance at December 31, 2013
|
|
$
|
297.5
|
|
|
$
|
(477.2
|
)
|
|
$
|
654.3
|
|
|
$
|
2,242.1
|
|
|
$
|
(645.2
|
)
|
|
$
|
2,071.5
|
|
|
$
|
3.5
|
|
|
$
|
2,075.0
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377.8
|
|
|
—
|
|
|
377.8
|
|
|
—
|
|
|
377.8
|
|
||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126.3
|
)
|
|
(126.3
|
)
|
|
—
|
|
|
(126.3
|
)
|
||||||||
Unrecognized pension and other postretirement costs
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.4
|
)
|
|
(28.4
|
)
|
|
—
|
|
|
(28.4
|
)
|
|||||||||
Gain on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182.5
|
)
|
|
—
|
|
|
(182.5
|
)
|
|
—
|
|
|
(182.5
|
)
|
||||||||
Stock-based compensation and other
|
|
4.5
|
|
|
(15.9
|
)
|
|
109.7
|
|
|
(1.3
|
)
|
|
—
|
|
|
97.0
|
|
|
—
|
|
|
97.0
|
|
||||||||
Retirement of common stock purchased under the ASB
|
|
(2.0
|
)
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Retirement of common stock purchased under the 2011 SRP
|
|
(11.3
|
)
|
|
—
|
|
|
(27.0
|
)
|
|
(324.9
|
)
|
|
—
|
|
|
(363.2
|
)
|
|
—
|
|
|
(363.2
|
)
|
||||||||
Balance at December 31, 2014
|
|
$
|
288.7
|
|
|
$
|
(493.1
|
)
|
|
$
|
739.0
|
|
|
$
|
2,111.2
|
|
|
$
|
(794.4
|
)
|
|
$
|
1,851.4
|
|
|
$
|
3.5
|
|
|
$
|
1,854.9
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
83.4
|
|
|
$
|
280.2
|
|
|
$
|
394.2
|
|
Income from discontinued operations before income taxes
|
$
|
2.2
|
|
|
$
|
0.5
|
|
|
$
|
13.9
|
|
Income tax expense
|
0.8
|
|
|
1.1
|
|
|
4.8
|
|
|||
Income (loss) from discontinued operations
|
1.4
|
|
|
(0.6
|
)
|
|
9.1
|
|
|||
Net gain on disposal
(1)
|
3.4
|
|
|
58.9
|
|
|
1.7
|
|
|||
Income from discontinued operations, net of tax
|
$
|
4.8
|
|
|
$
|
58.3
|
|
|
$
|
10.8
|
|
(1)
|
2014 includes pretax gains of
$2.2 million
(related tax benefit of
$1.2 million
) relating to the recognition of
$4.8 million
of previously deferred gains on the sale of the international Hardware businesses, offset by
$2.6 million
of impairments relating to the Culinary businesses. 2013 includes pretax gains of
$87.4 million
(related tax expense of
$28.5 million
) relating to net gains from sale; impairments and write-offs of goodwill, intangibles and other long-lived assets; and write-downs and write-offs of net working capital. For 2012, net gain on disposal includes pretax gains of
$5.2 million
(related tax expense of
$3.4 million
) relating to the sale of the hand torch and solder business.
|
|
Foreign Currency
Translation
Loss, net of tax
(1)
|
|
Unrecognized
Pension & Other
Postretirement
Costs, net of tax
|
|
Derivative Hedging
(Loss) Income, net of tax
|
|
Accumulated Other
Comprehensive Loss
|
||||||||
Balance at December 31, 2012
|
$
|
(166.5
|
)
|
|
$
|
(621.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(789.0
|
)
|
Other comprehensive income before reclassifications
|
4.3
|
|
|
116.3
|
|
|
3.2
|
|
|
123.8
|
|
||||
Amounts reclassified to earnings
|
0.7
|
|
|
21.5
|
|
|
(2.2
|
)
|
|
20.0
|
|
||||
Net current period other comprehensive income
|
5.0
|
|
|
137.8
|
|
|
1.0
|
|
|
143.8
|
|
||||
Balance at December 31, 2013
|
(161.5
|
)
|
|
(483.3
|
)
|
|
(0.4
|
)
|
|
(645.2
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(126.3
|
)
|
|
(84.1
|
)
|
|
9.5
|
|
|
(200.9
|
)
|
||||
Amounts reclassified to earnings
|
—
|
|
|
55.7
|
|
|
(4.0
|
)
|
|
51.7
|
|
||||
Net current period other comprehensive income
|
(126.3
|
)
|
|
(28.4
|
)
|
|
5.5
|
|
|
(149.2
|
)
|
||||
Balance at December 31, 2014
|
$
|
(287.8
|
)
|
|
$
|
(511.7
|
)
|
|
$
|
5.1
|
|
|
$
|
(794.4
|
)
|
|
|
Amount Reclassified to Earnings as Expense (Benefit) in the Statement of Operations
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||
Foreign currency translation loss:
|
|
|
|
|
|
|
|
|
||||||
Total before tax
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
Discontinued operations
|
Tax effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Net of tax
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
|
Unrecognized pension and other postretirement costs:
|
|
|
|
|
|
|
|
|
||||||
Prior service (benefit) cost
|
|
$
|
(6.5
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
0.7
|
|
|
(1)
|
Actuarial loss
|
|
92.9
|
|
|
33.5
|
|
|
25.6
|
|
|
(1)
|
|||
Total before tax
|
|
86.4
|
|
|
31.9
|
|
|
26.3
|
|
|
|
|||
Tax effect
|
|
(30.7
|
)
|
|
(10.4
|
)
|
|
(8.2
|
)
|
|
|
|||
Net of tax
|
|
$
|
55.7
|
|
|
$
|
21.5
|
|
|
$
|
18.1
|
|
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts on inventory-related purchases
|
|
$
|
(5.9
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
0.1
|
|
|
Cost of products sold
|
Foreign exchange contracts on intercompany borrowings
|
|
(0.3
|
)
|
|
—
|
|
|
0.1
|
|
|
Interest expense, net
|
|||
Forward interest rate swaps
|
|
0.7
|
|
|
0.7
|
|
|
0.1
|
|
|
Interest expense, net
|
|||
Commodity swaps
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
Cost of products sold
|
|||
Total before tax
|
|
(5.5
|
)
|
|
(3.1
|
)
|
|
3.2
|
|
|
|
|||
Tax effect
|
|
1.5
|
|
|
0.9
|
|
|
(1.3
|
)
|
|
|
|||
Net of tax
|
|
$
|
(4.0
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
1.9
|
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other postretirement benefit costs, which are recorded in the cost of products sold and selling, general and administrative expenses line items in the Consolidated Statements of Operations for 2014, 2013 and 2012. For 2014,
$65.4 million
of the amount is reflected as pension settlement charge. See Footnote 13 for further details.
|
|
2014
|
|
2013
|
|
2012
|
|
Since Inception Through December 31, 2014
|
||||||||
Facility and other exit costs, including impairments
|
$
|
7.5
|
|
|
$
|
5.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
20.9
|
|
Employee severance, termination benefits and relocation costs
|
25.2
|
|
|
93.4
|
|
|
29.2
|
|
|
166.1
|
|
||||
Exited contractual commitments and other
|
21.1
|
|
|
14.6
|
|
|
8.8
|
|
|
49.0
|
|
||||
|
$
|
53.8
|
|
|
$
|
113.7
|
|
|
$
|
37.3
|
|
|
$
|
236.0
|
|
|
December 31, 2013
|
|
|
|
|
|
December 31, 2014
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
(7.5
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
60.3
|
|
|
25.2
|
|
|
(62.7
|
)
|
|
22.8
|
|
||||
Exited contractual commitments and other
|
7.1
|
|
|
21.1
|
|
|
(10.7
|
)
|
|
17.5
|
|
||||
|
$
|
67.4
|
|
|
$
|
53.8
|
|
|
$
|
(80.9
|
)
|
|
$
|
40.3
|
|
|
December 31, 2012
|
|
|
|
|
|
December 31, 2013
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
19.0
|
|
|
93.4
|
|
|
(52.1
|
)
|
|
60.3
|
|
||||
Exited contractual commitments and other
|
4.3
|
|
|
14.6
|
|
|
(11.8
|
)
|
|
7.1
|
|
||||
|
$
|
23.3
|
|
|
$
|
113.7
|
|
|
$
|
(69.6
|
)
|
|
$
|
67.4
|
|
|
December 31, 2013
|
|
|
|
|
|
December 31, 2014
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Writing
|
$
|
25.8
|
|
|
$
|
9.8
|
|
|
$
|
(25.9
|
)
|
|
$
|
9.7
|
|
Home Solutions
|
0.7
|
|
|
1.7
|
|
|
(1.4
|
)
|
|
1.0
|
|
||||
Tools
|
0.3
|
|
|
3.3
|
|
|
(3.1
|
)
|
|
0.5
|
|
||||
Commercial Products
|
6.8
|
|
|
3.2
|
|
|
(4.9
|
)
|
|
5.1
|
|
||||
Baby & Parenting
|
1.4
|
|
|
2.1
|
|
|
(1.3
|
)
|
|
2.2
|
|
||||
Corporate (including discontinued operations)
|
32.4
|
|
|
33.7
|
|
|
(44.3
|
)
|
|
21.8
|
|
||||
|
$
|
67.4
|
|
|
$
|
53.8
|
|
|
$
|
(80.9
|
)
|
|
$
|
40.3
|
|
|
December 31, 2012
|
|
|
|
|
|
December 31, 2013
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Writing
|
$
|
1.4
|
|
|
$
|
34.3
|
|
|
$
|
(9.9
|
)
|
|
$
|
25.8
|
|
Home Solutions
|
8.5
|
|
|
4.6
|
|
|
(12.4
|
)
|
|
0.7
|
|
||||
Tools
|
0.2
|
|
|
4.3
|
|
|
(4.2
|
)
|
|
0.3
|
|
||||
Commercial Products
|
1.4
|
|
|
8.1
|
|
|
(2.7
|
)
|
|
6.8
|
|
||||
Baby & Parenting
|
0.9
|
|
|
1.9
|
|
|
(1.4
|
)
|
|
1.4
|
|
||||
Corporate (including discontinued operations)
|
10.9
|
|
|
60.5
|
|
|
(39.0
|
)
|
|
32.4
|
|
||||
|
$
|
23.3
|
|
|
$
|
113.7
|
|
|
$
|
(69.6
|
)
|
|
$
|
67.4
|
|
Segment
|
2014
(1)
|
|
2013
(1)
|
|
2012
|
||||||
Writing
|
$
|
9.8
|
|
|
$
|
34.3
|
|
|
$
|
3.7
|
|
Home Solutions
|
1.6
|
|
|
3.8
|
|
|
7.6
|
|
|||
Tools
|
4.5
|
|
|
6.0
|
|
|
1.0
|
|
|||
Commercial Products
|
3.2
|
|
|
8.1
|
|
|
5.6
|
|
|||
Baby & Parenting
|
2.1
|
|
|
1.9
|
|
|
0.9
|
|
|||
Corporate (including discontinued operations)
|
31.6
|
|
|
56.2
|
|
|
34.1
|
|
|||
|
$
|
52.8
|
|
|
$
|
110.3
|
|
|
$
|
52.9
|
|
|
2014
|
|
2013
|
||||
Materials and supplies
|
$
|
117.9
|
|
|
$
|
123.5
|
|
Work in process
|
104.5
|
|
|
107.0
|
|
||
Finished products
|
486.1
|
|
|
453.9
|
|
||
|
$
|
708.5
|
|
|
$
|
684.4
|
|
|
2014
|
|
2013
|
||||
Land
|
$
|
21.3
|
|
|
$
|
27.0
|
|
Buildings and improvements
|
342.9
|
|
|
375.0
|
|
||
Machinery and equipment
|
1,767.3
|
|
|
1,725.4
|
|
||
|
2,131.5
|
|
|
2,127.4
|
|
||
Accumulated depreciation
|
(1,572.4
|
)
|
|
(1,587.8
|
)
|
||
|
$
|
559.1
|
|
|
$
|
539.6
|
|
Segment
|
December 31,
2013
Balance
|
Acquisitions
(1)
|
Other Adjustments
|
Foreign Currency
|
December 31,
2014
Balance
|
||||||||||
Writing
|
$
|
1,161.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(70.6
|
)
|
$
|
1,090.9
|
|
Home Solutions
|
205.7
|
|
173.6
|
|
—
|
|
—
|
|
379.3
|
|
|||||
Tools
|
484.5
|
|
—
|
|
—
|
|
(5.9
|
)
|
478.6
|
|
|||||
Commercial Products
|
387.8
|
|
—
|
|
—
|
|
(0.3
|
)
|
387.5
|
|
|||||
Baby & Parenting
|
121.6
|
|
91.8
|
|
—
|
|
(3.7
|
)
|
209.7
|
|
|||||
|
$
|
2,361.1
|
|
$
|
265.4
|
|
$
|
—
|
|
$
|
(80.5
|
)
|
$
|
2,546.0
|
|
Segment
|
December 31,
2012
Balance
|
Acquisitions
|
Other Adjustments
(2)
|
Foreign Currency
|
December 31,
2013
Balance
|
||||||||||
Writing
|
$
|
1,145.4
|
|
$
|
—
|
|
$
|
(7.7
|
)
|
$
|
23.8
|
|
$
|
1,161.5
|
|
Home Solutions
|
226.9
|
|
—
|
|
(21.2
|
)
|
—
|
|
205.7
|
|
|||||
Tools
|
482.2
|
|
—
|
|
—
|
|
2.3
|
|
484.5
|
|
|||||
Commercial Products
|
387.7
|
|
—
|
|
—
|
|
0.1
|
|
387.8
|
|
|||||
Baby & Parenting
|
128.0
|
|
—
|
|
—
|
|
(6.4
|
)
|
121.6
|
|
|||||
|
$
|
2,370.2
|
|
$
|
—
|
|
$
|
(28.9
|
)
|
$
|
19.8
|
|
$
|
2,361.1
|
|
(1)
|
On September 4, 2014, the Company acquired Ignite for
$312.9 million
, and on October 22, 2014, the Company acquired the assets of bubba for
$82.9 million
. Both acquisitions are included in the Company’s Home Solutions segment and resulted in total goodwill of
$173.6 million
. On December 15, 2014, the Company acquired Baby Jogger for a purchase price of
$206.5 million
, and Baby Jogger is included in the Baby & Parenting segment. The acquisition of Baby Jogger resulted in goodwill of
$91.8 million
.
|
|
2014
|
|
2013
|
||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Book Value
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Book Value
|
||||||||||||
Trade names — indefinite life
|
$
|
470.2
|
|
$
|
—
|
|
$
|
470.2
|
|
|
$
|
312.4
|
|
$
|
—
|
|
$
|
312.4
|
|
Trade names — other
|
48.5
|
|
(28.6
|
)
|
19.9
|
|
|
37.0
|
|
(25.9
|
)
|
11.1
|
|
||||||
Capitalized software
|
462.0
|
|
(229.7
|
)
|
232.3
|
|
|
446.8
|
|
(194.9
|
)
|
251.9
|
|
||||||
Patents
|
152.2
|
|
(84.9
|
)
|
67.3
|
|
|
89.5
|
|
(75.6
|
)
|
13.9
|
|
||||||
Customer lists
|
184.8
|
|
(89.0
|
)
|
95.8
|
|
|
108.6
|
|
(83.4
|
)
|
25.2
|
|
||||||
Other
|
4.2
|
|
(2.5
|
)
|
1.7
|
|
|
2.3
|
|
(2.3
|
)
|
—
|
|
||||||
|
$
|
1,321.9
|
|
$
|
(434.7
|
)
|
$
|
887.2
|
|
|
$
|
996.6
|
|
$
|
(382.1
|
)
|
$
|
614.5
|
|
|
Weighted-Average Amortization Period (in years)
|
Amortization Periods (in years)
|
Trade names — indefinite life
|
N/A
|
N/A
|
Trade names — other
|
11
|
3–20 years
|
Capitalized software
|
10
|
3–12 years
|
Patents
|
7
|
3–14 years
|
Customer lists
|
8
|
3–10 years
|
Other
|
4
|
3–5 years
|
|
9
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
$74.3
|
$70.0
|
$66.9
|
$60.7
|
$54.6
|
|
2014
|
|
2013
|
||||
Customer accruals
|
$
|
316.0
|
|
|
$
|
292.6
|
|
Accruals for manufacturing, marketing and freight expenses
|
86.1
|
|
|
89.8
|
|
||
Accrued self-insurance liabilities
|
55.8
|
|
|
58.5
|
|
||
Accrued pension, defined contribution and other postretirement benefits
|
36.6
|
|
|
46.5
|
|
||
Accrued contingencies, primarily legal, environmental and warranty
|
27.8
|
|
|
35.0
|
|
||
Accrued restructuring (See Footnote 5)
|
46.1
|
|
|
76.7
|
|
||
Other
|
90.9
|
|
|
104.4
|
|
||
Other accrued liabilities
|
$
|
659.3
|
|
|
$
|
703.5
|
|
|
2014
|
|
2013
|
||||
Medium-term notes
|
$
|
2,089.5
|
|
|
$
|
1,659.8
|
|
Commercial paper
|
28.0
|
|
|
95.0
|
|
||
Receivables facility
|
350.0
|
|
|
75.0
|
|
||
Other debt
|
14.4
|
|
|
6.6
|
|
||
Total debt
|
2,481.9
|
|
|
1,836.4
|
|
||
Short-term debt
|
(390.7
|
)
|
|
(174.0
|
)
|
||
Current portion of long-term debt
|
(6.7
|
)
|
|
(0.8
|
)
|
||
Long-term debt
|
$
|
2,084.5
|
|
|
$
|
1,661.6
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
Total
|
||||||||||||||
$
|
397.4
|
|
$
|
5.7
|
|
$
|
355.6
|
|
$
|
251.6
|
|
$
|
350.0
|
|
$
|
1,121.6
|
|
$
|
2,481.9
|
|
|
2014
|
|
2013
|
||||
2.00% senior notes due 2015
|
$
|
—
|
|
|
$
|
250.0
|
|
2.05% senior notes due 2017
|
350.0
|
|
|
350.0
|
|
||
6.25% senior notes due 2018
|
250.0
|
|
|
250.0
|
|
||
10.60% senior notes due 2019
|
—
|
|
|
20.7
|
|
||
2.875% senior notes due 2019
|
350.0
|
|
|
—
|
|
||
4.70% senior notes due 2020
|
381.3
|
|
|
550.0
|
|
||
4.00% senior notes due 2022
|
250.0
|
|
|
250.0
|
|
||
4.00% senior notes due 2024
|
500.0
|
|
|
—
|
|
||
6.11% senior notes due 2028
|
1.5
|
|
|
1.5
|
|
||
Interest rate swaps
|
(11.8
|
)
|
|
(12.4
|
)
|
||
Gain on settled interest rate swap
|
18.5
|
|
|
—
|
|
||
Total medium-term notes
|
$
|
2,089.5
|
|
|
$
|
1,659.8
|
|
|
|
|
|
Assets
|
|
|
|
Liabilities
|
||||||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Location
|
|
2014
|
|
2013
|
|
Balance Sheet Location
|
|
2014
|
|
2013
|
||||||||
Interest rate swaps
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
23.1
|
|
|
Other noncurrent liabilities
|
|
$
|
11.8
|
|
|
$
|
35.5
|
|
Foreign exchange contracts on inventory-related purchases
|
|
Prepaid expenses and other
|
|
7.7
|
|
|
2.9
|
|
|
Other accrued liabilities
|
|
0.4
|
|
|
1.2
|
|
||||
Foreign exchange contracts on intercompany borrowings
|
|
Prepaid expenses and other
|
|
—
|
|
|
—
|
|
|
Other accrued liabilities
|
|
—
|
|
|
0.2
|
|
||||
Total assets
|
|
|
|
$
|
7.7
|
|
|
$
|
26.0
|
|
|
Total liabilities
|
|
$
|
12.2
|
|
|
$
|
36.9
|
|
Derivatives in fair value relationships
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) recognized in income
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||
Interest rate swaps
|
Interest expense, net
|
|
$
|
13.4
|
|
|
$
|
(44.1
|
)
|
|
$
|
(4.0
|
)
|
Fixed-rate debt
|
Interest expense, net
|
|
$
|
(13.4
|
)
|
|
$
|
44.1
|
|
|
$
|
4.0
|
|
Derivatives in cash flow hedging relationships
|
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) reclassified from AOCI into income
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||
Foreign exchange contracts on inventory-related purchases
|
|
Cost of products sold
|
|
$
|
5.9
|
|
|
$
|
3.8
|
|
|
$
|
(0.1
|
)
|
Foreign exchange contracts on intercompany borrowings
|
|
Interest expense, net
|
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Forward interest rate swaps
|
|
Interest expense, net
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|||
Commodity swap
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||
|
|
|
|
$
|
5.5
|
|
|
$
|
3.1
|
|
|
$
|
(3.2
|
)
|
Derivatives in cash flow hedging relationships
|
|
Amount of gain (loss) recognized in AOCI
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
Foreign exchange contracts on inventory-related purchases
|
|
$
|
11.6
|
|
|
$
|
5.2
|
|
|
$
|
(1.7
|
)
|
Foreign exchange contracts on intercompany borrowings
|
|
3.3
|
|
|
(0.6
|
)
|
|
(2.1
|
)
|
|||
Forward interest rate swaps
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||
Commodity swap
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||
|
|
$
|
14.9
|
|
|
$
|
4.6
|
|
|
$
|
(9.2
|
)
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
Total
|
$105.8
|
$80.4
|
$62.7
|
$44.8
|
$35.5
|
$55.1
|
$384.3
|
|
U.S.
|
|
International
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,034.0
|
|
|
$
|
1,170.5
|
|
|
$
|
615.4
|
|
|
$
|
602.6
|
|
Service cost
|
4.1
|
|
|
5.0
|
|
|
5.9
|
|
|
7.4
|
|
||||
Interest cost
|
45.1
|
|
|
39.7
|
|
|
25.3
|
|
|
23.9
|
|
||||
Actuarial loss (gain)
|
139.0
|
|
|
(110.6
|
)
|
|
104.6
|
|
|
(3.7
|
)
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
(48.4
|
)
|
|
13.0
|
|
||||
Benefits paid
|
(161.5
|
)
|
|
(61.8
|
)
|
|
(25.4
|
)
|
|
(24.6
|
)
|
||||
Curtailments, settlements and other
|
—
|
|
|
(8.8
|
)
|
|
(5.7
|
)
|
|
(3.2
|
)
|
||||
Benefit obligation at end of year
|
$
|
1,060.7
|
|
|
$
|
1,034.0
|
|
|
$
|
671.7
|
|
|
$
|
615.4
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
829.5
|
|
|
$
|
707.1
|
|
|
$
|
533.5
|
|
|
$
|
501.9
|
|
Actual return on plan assets
|
73.8
|
|
|
74.7
|
|
|
101.4
|
|
|
26.9
|
|
||||
Contributions
|
10.2
|
|
|
109.5
|
|
|
16.8
|
|
|
22.1
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
|
10.3
|
|
||||
Benefits paid
|
(161.5
|
)
|
|
(61.8
|
)
|
|
(25.4
|
)
|
|
(24.6
|
)
|
||||
Settlements and other
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(3.1
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
752.0
|
|
|
$
|
829.5
|
|
|
$
|
584.4
|
|
|
$
|
533.5
|
|
Funded status at end of year
|
$
|
(308.7
|
)
|
|
$
|
(204.5
|
)
|
|
$
|
(87.3
|
)
|
|
$
|
(81.9
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid benefit cost, included in other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
7.0
|
|
Accrued current benefit cost, included in other accrued liabilities
|
(9.8
|
)
|
|
(9.5
|
)
|
|
(3.6
|
)
|
|
(4.1
|
)
|
||||
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(298.9
|
)
|
|
(195.0
|
)
|
|
(85.7
|
)
|
|
(84.8
|
)
|
||||
Total
|
$
|
(308.7
|
)
|
|
$
|
(204.5
|
)
|
|
$
|
(87.3
|
)
|
|
$
|
(81.9
|
)
|
Amounts recognized in AOCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service credit
|
$
|
1.3
|
|
|
$
|
1.4
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Net loss
|
(654.4
|
)
|
|
(621.4
|
)
|
|
(140.8
|
)
|
|
(124.5
|
)
|
||||
AOCI, pretax
|
$
|
(653.1
|
)
|
|
$
|
(620.0
|
)
|
|
$
|
(140.1
|
)
|
|
$
|
(123.8
|
)
|
Accumulated benefit obligation
|
$
|
1,060.7
|
|
|
$
|
1,034.0
|
|
|
$
|
661.8
|
|
|
$
|
607.6
|
|
|
U.S.
|
|
International
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.00
|
%
|
|
4.50
|
%
|
|
3.03
|
%
|
|
4.21
|
%
|
Long-term rate of compensation increase
|
2.50
|
%
|
|
2.50
|
%
|
|
3.60
|
%
|
|
4.16
|
%
|
|
U.S.
|
|
International
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost-benefits earned during the year
|
$
|
4.1
|
|
|
$
|
5.0
|
|
|
$
|
3.0
|
|
|
$
|
5.9
|
|
|
$
|
7.4
|
|
|
$
|
7.9
|
|
Interest cost on projected benefit obligation
|
45.1
|
|
|
39.7
|
|
|
45.9
|
|
|
25.3
|
|
|
23.9
|
|
|
25.2
|
|
||||||
Expected return on plan assets
|
(57.5
|
)
|
|
(58.7
|
)
|
|
(59.7
|
)
|
|
(26.6
|
)
|
|
(23.3
|
)
|
|
(25.6
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Prior service cost
|
—
|
|
|
0.3
|
|
|
1.3
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
1.9
|
|
||||||
Actuarial loss
|
24.2
|
|
|
29.7
|
|
|
21.5
|
|
|
3.2
|
|
|
3.2
|
|
|
1.3
|
|
||||||
Curtailment, settlement and termination benefit costs
|
65.4
|
|
|
—
|
|
|
1.1
|
|
|
(0.1
|
)
|
|
1.5
|
|
|
1.6
|
|
||||||
Net pension cost
|
$
|
81.3
|
|
|
$
|
16.0
|
|
|
$
|
13.1
|
|
|
$
|
7.6
|
|
|
$
|
13.0
|
|
|
$
|
12.3
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.50
|
%
|
|
3.50
|
%
|
|
4.50
|
%
|
|
4.21
|
%
|
|
4.11
|
%
|
|
4.65
|
%
|
Long-term rate of return on plan assets
|
7.25
|
%
|
|
7.50
|
%
|
|
8.25
|
%
|
|
5.01
|
%
|
|
4.81
|
%
|
|
5.12
|
%
|
Long-term rate of compensation increase
|
2.50
|
%
|
|
2.50
|
%
|
|
2.80
|
%
|
|
4.21
|
%
|
|
3.86
|
%
|
|
3.74
|
%
|
|
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,
|
||||||||||||||||||
2014
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2014
|
2013
|
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2014
|
2013
|
||||||||||||||||||
Equity
(1),(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. large cap
|
$
|
2.5
|
|
$
|
142.6
|
|
$
|
—
|
|
$
|
145.1
|
|
|
|
|
$
|
39.4
|
|
$
|
3.3
|
|
$
|
—
|
|
$
|
42.7
|
|
|
|
U.S. small cap
|
21.6
|
|
—
|
|
—
|
|
21.6
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
International
|
18.8
|
|
94.6
|
|
—
|
|
113.4
|
|
|
|
|
28.5
|
|
29.1
|
|
—
|
|
57.6
|
|
|
|
||||||||
Total equity
|
42.9
|
|
237.2
|
|
—
|
|
280.1
|
|
37%
|
38%
|
|
67.9
|
|
32.4
|
|
—
|
|
100.3
|
|
17%
|
20%
|
||||||||
Fixed income
(2),(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
83.4
|
|
6.5
|
|
—
|
|
89.9
|
|
|
|
|
—
|
|
0.4
|
|
—
|
|
0.4
|
|
|
|
||||||||
Other government
|
36.5
|
|
26.1
|
|
—
|
|
62.6
|
|
|
|
|
—
|
|
77.4
|
|
—
|
|
77.4
|
|
|
|
||||||||
Asset-backed securities
|
—
|
|
7.5
|
|
—
|
|
7.5
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Corporate bonds
|
188.1
|
|
26.8
|
|
—
|
|
214.9
|
|
|
|
|
—
|
|
49.1
|
|
—
|
|
49.1
|
|
|
|
||||||||
Short-term investments
|
1.5
|
|
5.9
|
|
—
|
|
7.4
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Total fixed income
|
309.5
|
|
72.8
|
|
—
|
|
382.3
|
|
51
|
50
|
|
—
|
|
126.9
|
|
—
|
|
126.9
|
|
22
|
21
|
||||||||
Insurance contracts
(3)
|
—
|
|
16.0
|
|
—
|
|
16.0
|
|
2
|
2
|
|
—
|
|
251.5
|
|
—
|
|
251.5
|
|
43
|
44
|
||||||||
Venture capital and partnerships
(4)
|
—
|
|
0.1
|
|
35.3
|
|
35.4
|
|
5
|
6
|
|
—
|
|
12.6
|
|
0.1
|
|
12.7
|
|
2
|
3
|
||||||||
Real estate
(5)
|
—
|
|
—
|
|
31.1
|
|
31.1
|
|
4
|
3
|
|
—
|
|
—
|
|
1.8
|
|
1.8
|
|
—
|
1
|
||||||||
Cash and cash equivalents
(6)
|
—
|
|
7.1
|
|
—
|
|
7.1
|
|
1
|
1
|
|
4.9
|
|
67.3
|
|
—
|
|
72.2
|
|
12
|
11
|
||||||||
Derivatives
(8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
4.8
|
|
—
|
|
4.8
|
|
1
|
(3)
|
||||||||
Commodity funds
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
1
|
||||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
14.2
|
|
—
|
|
14.2
|
|
3
|
2
|
||||||||
Total
|
$
|
352.4
|
|
$
|
333.2
|
|
$
|
66.4
|
|
$
|
752.0
|
|
100%
|
100%
|
|
$
|
72.8
|
|
$
|
509.7
|
|
$
|
1.9
|
|
$
|
584.4
|
|
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,
|
||||||||||||||||||
2013
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2013
|
2012
|
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
2013
|
2012
|
||||||||||||||||||
Equity
(1),(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. large cap
|
$
|
1.6
|
|
$
|
153.8
|
|
$
|
—
|
|
$
|
155.4
|
|
|
|
|
$
|
34.6
|
|
$
|
5.7
|
|
$
|
—
|
|
$
|
40.3
|
|
|
|
U.S. small cap
|
27.0
|
|
—
|
|
—
|
|
27.0
|
|
|
|
|
7.1
|
|
—
|
|
—
|
|
7.1
|
|
|
|
||||||||
International
|
23.8
|
|
110.7
|
|
—
|
|
134.5
|
|
|
|
|
27.5
|
|
30.5
|
|
—
|
|
58.0
|
|
|
|
||||||||
Total equity
|
52.4
|
|
264.5
|
|
—
|
|
316.9
|
|
38%
|
44%
|
|
69.2
|
|
36.2
|
|
—
|
|
105.4
|
|
20%
|
12%
|
||||||||
Fixed income
(2),(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
91.5
|
|
15.5
|
|
—
|
|
107.0
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Other government
|
34.5
|
|
22.4
|
|
—
|
|
56.9
|
|
|
|
|
—
|
|
83.1
|
|
—
|
|
83.1
|
|
|
|
||||||||
Asset-backed securities
|
—
|
|
15.8
|
|
—
|
|
15.8
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Corporate bonds
|
186.7
|
|
33.6
|
|
—
|
|
220.3
|
|
|
|
|
—
|
|
30.7
|
|
—
|
|
30.7
|
|
|
|
||||||||
Short-term investments
|
10.2
|
|
7.4
|
|
—
|
|
17.6
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||
Total fixed income
|
322.9
|
|
94.7
|
|
—
|
|
417.6
|
|
50
|
42
|
|
—
|
|
113.8
|
|
—
|
|
113.8
|
|
21
|
20
|
||||||||
Insurance contracts
(3)
|
—
|
|
16.3
|
|
—
|
|
16.3
|
|
2
|
2
|
|
—
|
|
235.0
|
|
—
|
|
235.0
|
|
44
|
46
|
||||||||
Venture capital and partnerships
(4)
|
—
|
|
0.2
|
|
45.7
|
|
45.9
|
|
6
|
7
|
|
—
|
|
14.1
|
|
1.6
|
|
15.7
|
|
3
|
5
|
||||||||
Real estate
(5)
|
—
|
|
—
|
|
28.0
|
|
28.0
|
|
3
|
4
|
|
—
|
|
1.8
|
|
2.1
|
|
3.9
|
|
1
|
1
|
||||||||
Cash and cash equivalents
(6)
|
—
|
|
4.8
|
|
—
|
|
4.8
|
|
1
|
1
|
|
17.7
|
|
42.1
|
|
—
|
|
59.8
|
|
11
|
13
|
||||||||
Derivatives
(8)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
(18.2
|
)
|
—
|
|
(18.2
|
)
|
(3)
|
(6)
|
||||||||
Commodity funds
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
4.6
|
|
—
|
|
4.6
|
|
1
|
5
|
||||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
—
|
|
13.5
|
|
—
|
|
13.5
|
|
2
|
4
|
||||||||
Total
|
$
|
375.3
|
|
$
|
380.5
|
|
$
|
73.7
|
|
$
|
829.5
|
|
100%
|
100%
|
|
$
|
86.9
|
|
$
|
442.9
|
|
$
|
3.7
|
|
$
|
533.5
|
|
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 investments in common/collective trust funds include both actively managed and index funds.
|
(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, 2014 and
2013
. Accordingly, these investments have been classified as Level 1 as of December 31, 2014 and
2013
.
|
(8)
|
Derivatives primarily consist of interest rate and inflation swaps relating to the Company’s international plans. Included in other government fixed income investments is an amount of
$1.1 million
that relates to cash collateral posted with third parties for the derivatives that are in a liability position as of December 31, 2014.
|
|
Venture Capital and Partnerships
|
|
Real Estate
|
|
Total
|
||||||
Fair value as of December 31, 2012
|
$
|
47.8
|
|
|
$
|
27.7
|
|
|
$
|
75.5
|
|
Realized gains
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|||
Unrealized gains
|
1.7
|
|
|
2.4
|
|
|
4.1
|
|
|||
Purchases
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||
Sales
|
(9.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
|||
Fair value as of December 31, 2013
|
$
|
47.3
|
|
|
$
|
30.1
|
|
|
$
|
77.4
|
|
Realized gains
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||
Unrealized (losses) gains
|
(3.2
|
)
|
|
2.8
|
|
|
(0.4
|
)
|
|||
Purchases
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Sales
|
(14.6
|
)
|
|
—
|
|
|
(14.6
|
)
|
|||
Fair value as of December 31, 2014
|
$
|
35.4
|
|
|
$
|
32.9
|
|
|
$
|
68.3
|
|
Asset Category
|
Target
|
||
U.S.
|
|
International
|
|
Equity
|
38%
|
|
12%
|
Fixed income
|
52
|
|
25
|
Insurance contracts
|
2
|
|
43
|
Cash and equivalents
|
—
|
|
8
|
Other investments
(1)
|
8
|
|
12
|
Total
|
100%
|
|
100%
|
|
2014
|
|
2013
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
111.8
|
|
|
$
|
158.8
|
|
Service cost
|
1.0
|
|
|
1.3
|
|
||
Interest cost
|
4.8
|
|
|
5.3
|
|
||
Actuarial gain
|
(17.7
|
)
|
|
(21.0
|
)
|
||
Benefits paid, net
|
(7.9
|
)
|
|
(10.0
|
)
|
||
Changes in plan benefits
|
(3.9
|
)
|
|
(22.6
|
)
|
||
Benefit obligation at end of year
|
$
|
88.1
|
|
|
$
|
111.8
|
|
Funded status and net liability recognized at end of year
|
$
|
(88.1
|
)
|
|
$
|
(111.8
|
)
|
|
|
|
|
||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
||
Accrued current benefit cost, included in other accrued liabilities
|
$
|
(6.8
|
)
|
|
$
|
(10.3
|
)
|
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(81.3
|
)
|
|
(101.5
|
)
|
||
Total
|
$
|
(88.1
|
)
|
|
$
|
(111.8
|
)
|
|
|
|
|
||||
Amounts recognized in AOCI:
|
|
|
|
|
|
||
Prior service credit
|
$
|
26.2
|
|
|
$
|
28.7
|
|
Net gain (loss)
|
16.9
|
|
|
(0.8
|
)
|
||
AOCI, pretax
|
$
|
43.1
|
|
|
$
|
27.9
|
|
|
2014
|
|
2013
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
Discount rate
|
4.00%
|
|
4.50%
|
Long-term health care cost trend rate
|
4.50%
|
|
4.50%
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost-benefits earned during the year
|
$
|
1.0
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
Interest cost on projected benefit obligation
|
4.8
|
|
|
5.3
|
|
|
7.1
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service benefit
|
(6.4
|
)
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|||
Actuarial loss
|
—
|
|
|
0.8
|
|
|
1.2
|
|
|||
Net postretirement benefit costs
|
$
|
(0.6
|
)
|
|
$
|
5.0
|
|
|
$
|
7.2
|
|
|
2014
|
|
2013
|
|
2012
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
Discount rate
|
4.50%
|
|
3.50%
|
|
4.50%
|
Long-term health care cost trend rate
|
4.50%
|
|
4.50%
|
|
4.50%
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
0.5
|
|
|
$
|
(0.5
|
)
|
Effect on postretirement benefit obligations
|
$
|
8.0
|
|
|
$
|
(7.0
|
)
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020-2024
|
||||||||||||
Pension benefits
(1)
|
$
|
83.3
|
|
$
|
81.6
|
|
$
|
82.3
|
|
$
|
83.5
|
|
$
|
85.1
|
|
$
|
452.6
|
|
Other postretirement benefits
|
$
|
6.8
|
|
$
|
6.7
|
|
$
|
6.6
|
|
$
|
6.5
|
|
$
|
6.5
|
|
$
|
32.0
|
|
(1)
|
Certain pension benefit payments will be funded by plan assets.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
373.0
|
|
|
$
|
416.3
|
|
|
$
|
390.5
|
|
Income from discontinued operations
|
4.8
|
|
|
58.3
|
|
|
10.8
|
|
|||
Net income
|
$
|
377.8
|
|
|
$
|
474.6
|
|
|
$
|
401.3
|
|
Dividends and equivalents for share-based awards expected to be forfeited
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net income for basic earnings per share
|
$
|
377.9
|
|
|
$
|
474.7
|
|
|
$
|
401.4
|
|
Effect of Preferred Securities
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income for diluted earnings per share
|
$
|
377.9
|
|
|
$
|
474.7
|
|
|
$
|
401.4
|
|
Denominator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
274.2
|
|
|
286.1
|
|
|
288.5
|
|
|||
Share-based payment awards classified as participating securities
|
1.9
|
|
|
2.5
|
|
|
2.7
|
|
|||
Denominator for basic earnings per share
|
276.1
|
|
|
288.6
|
|
|
291.2
|
|
|||
Dilutive securities
(2)
|
2.8
|
|
|
3.2
|
|
|
2.4
|
|
|||
Preferred Securities
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings per share
|
278.9
|
|
|
291.8
|
|
|
293.6
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.35
|
|
|
$
|
1.44
|
|
|
$
|
1.34
|
|
Income from discontinued operations
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||
Net income
|
$
|
1.37
|
|
|
$
|
1.64
|
|
|
$
|
1.38
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.34
|
|
|
$
|
1.43
|
|
|
$
|
1.33
|
|
Income from discontinued operations
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||
Net income
|
$
|
1.35
|
|
|
$
|
1.63
|
|
|
$
|
1.37
|
|
(1)
|
The Preferred Securities were anti-dilutive during 2012. They were redeemed on July 16, 2012, 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 weighted-average shares outstanding would be increased by
4.5 million
.
|
(2)
|
Dilutive securities include “in the money” options, non-participating restricted stock units and performance stock units. The weighted-average shares outstanding for 2014, 2013 and 2012 exclude the effect of approximately
0.2 million
,
2.3 million
and
9.4 million
stock options and other securities, respectively, because such securities were anti-dilutive.
|
|
2013 Plan
|
|
Authorized for issuance
|
62.5
|
|
Effects of:
|
|
|
Restricted stock units and Stock Price Based RSUs (3½ times the number of awards)
|
1.2
|
|
TSR Performance-Based RSUs (7 times the number of awards)
|
7.6
|
|
Shares available for issuance
|
53.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
$
|
0.7
|
|
|
$
|
1.1
|
|
|
$
|
4.3
|
|
Restricted stock and restricted stock units
|
29.2
|
|
|
36.1
|
|
|
28.6
|
|
|||
Stock-based compensation
|
$
|
29.9
|
|
|
$
|
37.2
|
|
|
$
|
32.9
|
|
Stock-based compensation, net of income tax benefit of $11.5 million, $13.3 million and $11.7 million in 2014, 2013 and 2012, respectively
|
$
|
18.4
|
|
|
$
|
23.9
|
|
|
$
|
21.2
|
|
|
Shares
|
Weighted-Average Exercise Price
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2013
|
5.9
|
|
$
|
22
|
|
|
|
|
Exercised
|
(3.1
|
)
|
$
|
24
|
|
|
|
|
Forfeited/expired
|
(0.2
|
)
|
$
|
27
|
|
|
||
Outstanding at December 31, 2014
|
2.6
|
|
$
|
19
|
|
$
|
49.1
|
|
Exercisable at December 31, 2014
|
2.6
|
|
$
|
19
|
|
$
|
49.1
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2013
|
4.2
|
|
|
$
|
22
|
|
Granted
|
1.3
|
|
|
$
|
33
|
|
Vested
|
(1.2
|
)
|
|
$
|
21
|
|
Forfeited
|
(0.6
|
)
|
|
$
|
25
|
|
Outstanding at December 31, 2014
|
3.7
|
|
|
$
|
26
|
|
Expected to vest at December 31, 2014
|
3.6
|
|
|
$
|
25
|
|
|
Unrecognized
Compensation Cost
|
|
Weighted-Average Period
of Expense Recognition
(in years)
|
||
Restricted stock units
|
$
|
42.0
|
|
|
2
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
24.5
|
|
|
$
|
20.7
|
|
|
$
|
45.3
|
|
State
|
5.9
|
|
|
10.5
|
|
|
(3.8
|
)
|
|||
Foreign
|
19.2
|
|
|
30.2
|
|
|
57.1
|
|
|||
Total current
|
49.6
|
|
|
61.4
|
|
|
98.6
|
|
|||
Deferred
|
39.3
|
|
|
88.6
|
|
|
71.2
|
|
|||
Total provision
|
$
|
88.9
|
|
|
$
|
150.0
|
|
|
$
|
169.8
|
|
Total (benefit) provision — discontinued operations
|
$
|
(0.2
|
)
|
|
$
|
30.0
|
|
|
$
|
8.3
|
|
Total provision — continuing operations
|
$
|
89.1
|
|
|
$
|
120.0
|
|
|
$
|
161.5
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct) effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal income tax effect
|
2.1
|
|
|
1.7
|
|
|
0.6
|
|
Foreign tax credit
|
(5.5
|
)
|
|
(3.8
|
)
|
|
(3.9
|
)
|
Foreign rate differential
|
(7.0
|
)
|
|
(2.7
|
)
|
|
(4.1
|
)
|
Resolution of tax contingencies, net of increases
|
(0.6
|
)
|
|
0.9
|
|
|
2.2
|
|
Valuation allowance reserve (decrease) increase
|
(2.7
|
)
|
|
(3.5
|
)
|
|
1.3
|
|
Other
|
(2.0
|
)
|
|
(5.2
|
)
|
|
(1.8
|
)
|
Effective rate
|
19.3
|
%
|
|
22.4
|
%
|
|
29.3
|
%
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals not currently deductible for tax purposes
|
$
|
144.9
|
|
|
$
|
137.6
|
|
Postretirement liabilities
|
39.5
|
|
|
45.4
|
|
||
Pension liabilities
|
135.3
|
|
|
112.9
|
|
||
Foreign tax credit carryforward
|
31.3
|
|
|
54.4
|
|
||
Foreign net operating losses
|
271.9
|
|
|
297.9
|
|
||
Other
|
100.8
|
|
|
112.6
|
|
||
Total gross deferred tax assets
|
723.7
|
|
|
760.8
|
|
||
Less valuation allowance
|
(345.3
|
)
|
|
(375.5
|
)
|
||
Net deferred tax assets after valuation allowance
|
$
|
378.4
|
|
|
$
|
385.3
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Accelerated depreciation
|
$
|
(58.3
|
)
|
|
$
|
(59.6
|
)
|
Amortizable intangibles
|
(352.0
|
)
|
|
(286.8
|
)
|
||
Other
|
(3.3
|
)
|
|
(5.7
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(413.6
|
)
|
|
$
|
(352.1
|
)
|
Net deferred tax (liabilities) assets
|
$
|
(35.2
|
)
|
|
$
|
33.2
|
|
|
|
|
|
||||
Current deferred income tax assets
|
$
|
134.4
|
|
|
$
|
134.4
|
|
Current deferred income tax liabilities
|
(2.1
|
)
|
|
(5.2
|
)
|
||
Noncurrent deferred income tax assets
|
21.5
|
|
|
12.3
|
|
||
Noncurrent deferred income tax liabilities
(1)
|
(189.0
|
)
|
|
(108.3
|
)
|
||
|
$
|
(35.2
|
)
|
|
$
|
33.2
|
|
(1)
|
In accordance with ASU 2013-11,
$31.3 million
of noncurrent deferred income tax assets netted against the noncurrent deferred income tax liabilities amount above as of December 31, 2014, have been recorded as a reduction of the Company’s liability for unrecognized tax benefits, which is included in other noncurrent liabilities in the Consolidated Balance Sheet as of December 31, 2014.
|
|
2014
|
|
2013
|
||||
Unrecognized tax benefits balance at January 1,
|
$
|
103.8
|
|
|
$
|
101.5
|
|
Increases in tax positions for prior years
|
3.5
|
|
|
3.3
|
|
||
Decreases in tax positions for prior years
|
(11.1
|
)
|
|
(7.1
|
)
|
||
Increases in tax positions for current year
|
10.1
|
|
|
12.8
|
|
||
Settlements with taxing authorities
|
(1.8
|
)
|
|
(0.2
|
)
|
||
Lapse of statute of limitations
|
(3.1
|
)
|
|
(6.5
|
)
|
||
Unrecognized tax benefits balance at December 31,
|
$
|
101.4
|
|
|
$
|
103.8
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Investment activities, including equity in earnings
|
$
|
—
|
|
|
$
|
(2.7
|
)
|
|
$
|
1.4
|
|
Foreign currency transaction loss (gain)
|
48.9
|
|
|
21.0
|
|
|
(2.6
|
)
|
|||
Other, net
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|||
|
$
|
49.0
|
|
|
$
|
18.5
|
|
|
$
|
(1.3
|
)
|
Fair value as of December 31, 2014
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
21.5
|
|
|
$
|
4.6
|
|
|
$
|
16.9
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
||||
Total
|
$
|
29.2
|
|
|
$
|
4.6
|
|
|
$
|
24.6
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
11.8
|
|
|
$
|
—
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Total
|
$
|
12.2
|
|
|
$
|
—
|
|
|
$
|
12.2
|
|
|
$
|
—
|
|
Fair value as of December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
21.3
|
|
|
$
|
8.7
|
|
|
$
|
12.6
|
|
|
$
|
—
|
|
Interest rate swaps
|
23.1
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
||||
Foreign currency derivatives
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
||||
Total
|
$
|
47.3
|
|
|
$
|
8.7
|
|
|
$
|
38.6
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
35.5
|
|
|
$
|
—
|
|
|
$
|
35.5
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
||||
Total
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
36.9
|
|
|
$
|
—
|
|
(1)
|
The values of investment securities, including mutual funds, are classified as cash and cash equivalents (
$8.4 million
and
$10.9 million
as of December 31, 2014 and 2013, respectively) and other assets (
$13.1 million
and
$10.3 million
as of December 31, 2014 and 2013, respectively). For mutual funds that are publicly traded, fair value is determined on the basis of quoted market prices and, accordingly, these investments have been classified as Level 1. Other investment securities 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 and have been classified as Level 2.
|
|
2014
|
|
2013
|
||||||||||||
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
||||||||
Medium-term notes
|
$
|
2,154.4
|
|
|
$
|
2,089.5
|
|
|
$
|
1,753.0
|
|
|
$
|
1,659.8
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Parker
®
, Waterman
®
, Dymo
®
Office
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; fine writing instruments; labeling solutions
|
Home Solutions
|
|
Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Levolor
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; window treatments; hair care accessories
|
Tools
|
|
Irwin
®
, Lenox
®
, hilmor™, Dymo
®
Industrial
|
|
Hand tools and power tool accessories; industrial bandsaw blades; tools for 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
®
, Baby Jogger
®
, Aprica
®
, Teutonia
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
(1)
|
|
|
|
|
|
||||||
Writing
|
$
|
1,708.9
|
|
|
$
|
1,653.6
|
|
|
$
|
1,682.0
|
|
Home Solutions
|
1,575.4
|
|
|
1,560.3
|
|
|
1,524.6
|
|
|||
Tools
|
852.2
|
|
|
817.9
|
|
|
806.1
|
|
|||
Commercial Products
|
837.1
|
|
|
785.9
|
|
|
759.7
|
|
|||
Baby & Parenting
|
753.4
|
|
|
789.3
|
|
|
736.1
|
|
|||
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
Operating Income
(2)
|
|
|
|
|
|
||||||
Writing
|
$
|
416.6
|
|
|
$
|
382.2
|
|
|
$
|
331.6
|
|
Home Solutions
|
196.0
|
|
|
213.1
|
|
|
198.3
|
|
|||
Tools
|
94.6
|
|
|
68.3
|
|
|
109.8
|
|
|||
Commercial Products
|
101.3
|
|
|
82.5
|
|
|
92.9
|
|
|||
Baby & Parenting
|
40.6
|
|
|
91.2
|
|
|
72.7
|
|
|||
Restructuring costs
|
(52.8
|
)
|
|
(110.3
|
)
|
|
(52.9
|
)
|
|||
Corporate
|
(191.6
|
)
|
|
(111.9
|
)
|
|
(114.7
|
)
|
|||
|
$
|
604.7
|
|
|
$
|
615.1
|
|
|
$
|
637.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation & Amortization
(2)
|
|
|
|
|
|
||||||
Writing
|
$
|
25.9
|
|
|
$
|
30.5
|
|
|
$
|
30.8
|
|
Home Solutions
|
29.7
|
|
|
25.5
|
|
|
29.8
|
|
|||
Tools
|
15.3
|
|
|
15.6
|
|
|
15.3
|
|
|||
Commercial Products
|
21.4
|
|
|
24.0
|
|
|
25.1
|
|
|||
Baby & Parenting
|
11.1
|
|
|
9.8
|
|
|
9.9
|
|
|||
Corporate
|
50.4
|
|
|
49.8
|
|
|
46.8
|
|
|||
|
$
|
153.8
|
|
|
$
|
155.2
|
|
|
$
|
157.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures
(3)
|
|
|
|
|
|
||||||
Writing
|
$
|
34.3
|
|
|
$
|
25.5
|
|
|
$
|
23.3
|
|
Home Solutions
|
31.1
|
|
|
31.5
|
|
|
34.4
|
|
|||
Tools
|
18.4
|
|
|
29.3
|
|
|
33.0
|
|
|||
Commercial Products
|
27.6
|
|
|
16.7
|
|
|
20.7
|
|
|||
Baby & Parenting
|
8.7
|
|
|
6.9
|
|
|
15.6
|
|
|||
Corporate
(3)
|
40.1
|
|
|
26.9
|
|
|
47.0
|
|
|||
|
$
|
160.2
|
|
|
$
|
136.8
|
|
|
$
|
174.0
|
|
|
2014
|
|
2013
|
||||
Identifiable Assets
|
|
|
|
||||
Writing
|
$
|
981.9
|
|
|
$
|
931.2
|
|
Home Solutions
|
806.4
|
|
|
559.4
|
|
||
Tools
|
605.0
|
|
|
595.7
|
|
||
Commercial Products
|
375.1
|
|
|
343.3
|
|
||
Baby & Parenting
|
481.0
|
|
|
321.9
|
|
||
Corporate
(4)
|
3,431.7
|
|
|
3,318.2
|
|
||
|
$
|
6,681.1
|
|
|
$
|
6,069.7
|
|
Geographic Area Information
|
|
|
|
|
|
||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
(1) (5)
|
|
|
|
|
|
||||||
United States
|
$
|
3,945.1
|
|
|
$
|
3,783.3
|
|
|
$
|
3,668.4
|
|
Canada
|
284.3
|
|
|
310.9
|
|
|
325.4
|
|
|||
Total North America
|
4,229.4
|
|
|
4,094.2
|
|
|
3,993.8
|
|
|||
Europe, Middle East and Africa
|
683.5
|
|
|
698.2
|
|
|
706.9
|
|
|||
Latin America
|
409.9
|
|
|
392.6
|
|
|
335.5
|
|
|||
Asia Pacific
|
404.2
|
|
|
422.0
|
|
|
472.3
|
|
|||
Total International
|
1,497.6
|
|
|
1,512.8
|
|
|
1,514.7
|
|
|||
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
Operating Income (Loss)
(2) (6)
|
|
|
|
|
|
||||||
United States
|
$
|
405.2
|
|
|
$
|
474.6
|
|
|
$
|
462.8
|
|
Canada
|
62.7
|
|
|
74.9
|
|
|
66.8
|
|
|||
Total North America
|
467.9
|
|
|
549.5
|
|
|
529.6
|
|
|||
Europe, Middle East and Africa
|
82.0
|
|
|
(15.7
|
)
|
|
6.8
|
|
|||
Latin America
|
39.1
|
|
|
29.7
|
|
|
14.9
|
|
|||
Asia Pacific
|
15.7
|
|
|
51.6
|
|
|
86.4
|
|
|||
Total International
|
136.8
|
|
|
65.6
|
|
|
108.1
|
|
|||
|
$
|
604.7
|
|
|
$
|
615.1
|
|
|
$
|
637.7
|
|
(1)
|
All intercompany transactions have been eliminated. Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
10.6%
,
11.2%
and
10.3%
of consolidated trade sales in 2014, 2013 and 2012, 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 includes capital expenditures related to the SAP implementation. Capital expenditures exclude
$1.7 million
,
$1.4 million
and
$3.2 million
associated with discontinued operations in 2014, 2013 and 2012, respectively.
|
(4)
|
Corporate assets primarily include goodwill, capitalized software, cash, deferred tax assets and assets held for sale.
|
(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 by region on a continuing basis included in operating income (loss) above (
in millions
):
|
|
2014
|
|
2013
|
|
2012
|
||||||
Restructuring Costs
|
|
|
|
|
|
||||||
United States
|
$
|
(28.9
|
)
|
|
$
|
(30.9
|
)
|
|
$
|
(28.9
|
)
|
Canada
|
(1.4
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|||
Total North America
|
(30.3
|
)
|
|
(31.3
|
)
|
|
(29.7
|
)
|
|||
Europe, Middle East and Africa
|
(13.7
|
)
|
|
(69.9
|
)
|
|
(19.5
|
)
|
|||
Latin America
|
(2.8
|
)
|
|
(5.2
|
)
|
|
(2.7
|
)
|
|||
Asia Pacific
|
(6.0
|
)
|
|
(3.9
|
)
|
|
(1.0
|
)
|
|||
Total International
|
(22.5
|
)
|
|
(79.0
|
)
|
|
(23.2
|
)
|
|||
|
$
|
(52.8
|
)
|
|
$
|
(110.3
|
)
|
|
$
|
(52.9
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Writing
|
|
|
|
|
|
||||||
Writing instruments
|
$
|
1,451.3
|
|
|
$
|
1,412.0
|
|
|
$
|
1,416.2
|
|
Technology solutions
|
257.6
|
|
|
241.6
|
|
|
265.8
|
|
|||
|
1,708.9
|
|
|
1,653.6
|
|
|
1,682.0
|
|
|||
Home Solutions:
|
|
|
|
|
|
||||||
Rubbermaid Consumer
|
867.5
|
|
|
849.9
|
|
|
822.8
|
|
|||
Décor
|
315.3
|
|
|
320.4
|
|
|
318.5
|
|
|||
Other
|
392.6
|
|
|
390.0
|
|
|
383.3
|
|
|||
|
1,575.4
|
|
|
1,560.3
|
|
|
1,524.6
|
|
|||
Tools
|
852.2
|
|
|
817.9
|
|
|
806.1
|
|
|||
Commercial Products
|
837.1
|
|
|
785.9
|
|
|
759.7
|
|
|||
Baby & Parenting
|
753.4
|
|
|
789.3
|
|
|
736.1
|
|
|||
|
$
|
5,727.0
|
|
|
$
|
5,607.0
|
|
|
$
|
5,508.5
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures. As of
December 31, 2014
, 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. Management’s annual report on internal control over financial reporting did not include an assessment of and conclusion on the effectiveness of internal control over financial reporting of Ignite Holdings, LLC (“Ignite”), the assets of bubba brands, inc. (“bubba”) and Baby Jogger Holdings, Inc. (“Baby Jogger”), which were acquired during the year ended December 31, 2014 and included in the Company’s consolidated financial statements as of December 31, 2014 and for the period from their respective acquisition dates through December 31, 2014. The assets, excluding goodwill, of Ignite, bubba and Baby Jogger constituted approximately 3.1%, 0.9% and 2.4%, respectively, of the Company’s total assets as of December 31, 2014, and Ignite, bubba and Baby Jogger net sales represented approximately 0.9%, 0.2% and 0.1%, respectively, of the Company’s net sales for the year ended December 31, 2014.
|
(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, 2014
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 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 10-K for the year ended December 31, 2012).
|
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, File No. 001-09608).
|
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 Exhibit 3.1.
|
4.3
|
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 May 3, 1996, File No. 001-09608).
|
4.4
|
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).
|
4.5
|
Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 14, 2014).
|
4.6
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.6 to the Company’s Report on Form 10-K for the year ended December 31, 2013).
|
4.7
|
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).
|
4.8
|
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).
|
4.9
|
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).
|
4.10
|
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).
|
4.11
|
Form of 2.875% Note due 2019 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 14, 2014).
|
4.12
|
Form of 4.000% Note due 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 14, 2014).
|
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, 2011).
|
4.15
|
Second Amendment dated as of November 10, 2014 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.
|
4.16
|
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 (incorporated by reference to Exhibit 4.15 to the Company’s Report on Form 10-K for the year ended December 31, 2012).
|
4.17
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 1, 2017 to December 2, 2018 (incorporated by reference to Exhibit 4.15 to the Company’s Report on Form 10-K for the year ended December 31, 2013).
|
4.18
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 2, 2018 to December 2, 2019.
|
4.19
|
Amended and Restated Loan and Servicing Agreement, dated as of September 6, 2013, among EXPO Inc., as Borrower, Newell Rubbermaid Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association as the Structuring Agent, and PNC Capital Markets LLC as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 6, 2013).
|
4.20
|
Accelerated Share Purchase Agreement between Newell Rubbermaid Inc. and Goldman, Sachs & Co. dated October 28, 2013 (incorporated by reference to Exhibit 4.17 to the Company’s Report on Form 10-K for the year ended December 31, 2013).
|
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*
|
Fourth Amendment to the Newell Rubbermaid Inc. Management Cash Bonus Plan dated as of February 6, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).
|
10.6*
|
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).
|
10.7*
|
Newell Rubbermaid Inc. 2008 Deferred Compensation Plan as amended and restated August 5, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.8*
|
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).
|
10.9*
|
Newell Rubbermaid Inc. Deferred Compensation Plans Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.10*
|
Newell Rubbermaid Inc. 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).
|
10.11*
|
First Amendment to the Newell Rubbermaid Inc. Supplemental Executive Retirement Plan dated August 5, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.12*
|
Newell Rubbermaid Inc. Severance Plan — Summary Plan Description for Executives in Bands 10 and above, effective July 1, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014).
|
10.13*
|
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).
|
10.14*
|
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).
|
10.15*
|
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 quarterly period ended June 30, 2011).
|
10.16*
|
Newell Rubbermaid Inc. 2013 Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement dated March 28, 2013).
|
10.17*
|
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).
|
10.18*
|
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).
|
10.19*
|
Form of Michael B. Polk Restricted Stock Unit Award 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).
|
10.20*
|
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 quarterly period ended September 30, 2012).
|
10.21*
|
Form of Agreement for Performance-Based Restricted Stock Unit Award Granted to William A. Burke III and John K. Stipancich 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).
|
10.22*
|
Form of Agreement for Performance-Based Restricted Stock Unit Award Granted to Mark S. Tarchetti on January 2, 2013 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).
|
10.23*
|
Form of Agreement for Restricted Stock Unit Award Granted to Paula S. Larson on December 16, 2013.
|
10.24*
|
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).
|
10.25*
|
Newell Rubbermaid Inc. Amended 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).
|
10.26*
|
Newell Rubbermaid Inc. Long-Term Incentive Plan for 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).
|
10.27*
|
Newell Rubbermaid Inc. Long-Term Incentive Plan for 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
|
10.28*
|
Form of Restricted Stock Unit Award 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 quarterly period ended June 30, 2010).
|
10.29*
|
Form of Restricted Stock Unit Award 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).
|
10.30*
|
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).
|
10.31*
|
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).
|
10.32*
|
Form of Restricted Stock Unit Award Agreement under the 2010 Stock Plan for Awards made in 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).
|
10.33*
|
Form of Restricted Stock Unit Award Agreement under the 2013 Incentive Plan for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.34*
|
Form of Restricted Stock Unit Award Agreement under the 2013 Incentive Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.35*
|
Form of Restricted Stock Unit Agreement under the 2013 Incentive Plan for 2014 Awards (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
|
10.36*
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2013 Incentive Plan for use for awards beginning May 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014).
|
10.37*
|
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 quarterly period ended September 30, 2011).
|
10.38*
|
Employment Security Agreement with John K. Stipancich dated February 11, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2015).
|
10.39*
|
Form of Employment Security Agreement between the Company and the executive officers of the Company other than the Chief Executive Officer and Chief Financial Officer.
|
10.40*
|
Newell Rubbermaid Inc. Employment Security Agreements Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
10.41*
|
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).
|
10.42*
|
Amendment to Written Compensation Arrangement with Michael B. Polk, dated October 1, 2012 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.43
|
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 Exhibit 4.3.
|
10.44
|
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 Exhibit 4.4.
|
10.45
|
Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association is included in Exhibit 4.5.
|
10.46
|
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 Exhibit 4.7.
|
10.47
|
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 Exhibit 4.8.
|
10.48
|
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 Exhibit 4.9.
|
10.49
|
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 Exhibit 4.10.
|
10.50
|
Form of 2.875% Note due 2019 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, is included in Exhibit 4.11.
|
10.51
|
Form of 4.000% Note due 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, is included in Exhibit 4.12.
|
10.52
|
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 Exhibit 4.13.
|
10.53
|
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 Exhibit 4.14.
|
10.54
|
Second Amendment dated as of November 10, 2014 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 Exhibit 4.15.
|
10.55
|
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 Exhibit 4.16.
|
10.56
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 1, 2017 to December 2, 2018, is included in Exhibit 4.17.
|
10.57
|
Memorandum of Effectiveness of Extension of the Maturity Date of the Credit Agreement dated as of December 2, 2011, from December 2, 2018 to December 2, 2019, is included in Exhibit 4.18.
|
10.58
|
Amended and Restated Loan and Servicing Agreement, dated as of September 6, 2013, among EXPO Inc., as Borrower, Newell Rubbermaid Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association as the Structuring Agent and PNC Capital Markets LLC as the Administrative Agent, is included in Exhibit 4.19.
|
10.59
|
Accelerated Share Purchase Agreement between Newell Rubbermaid Inc. and Goldman, Sachs & Co. dated October 28, 2013, is included in Item 4.20.
|
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/ John K. Stipancich
|
|
|
John K. Stipancich
|
Title
|
|
Executive Vice President — Chief Financial Officer and General Counsel and Corporate Secretary
|
Date
|
|
March 2, 2015
|
Signature
|
|
Title
|
/s/ Michael B. Polk
|
|
President, Chief Executive Officer and Director
|
Michael B. Polk
|
|
|
|
|
|
/s/ John K. Stipancich
|
|
Executive Vice President — Chief Financial Officer and General Counsel and Corporate Secretary
|
John K. Stipancich
|
|
|
|
|
|
/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/ Cynthia A. Montgomery
|
|
Director
|
Cynthia A. Montgomery
|
|
|
|
|
|
/s/ Christopher D. O’Leary
|
|
Director
|
Christopher D. O’Leary
|
|
|
|
|
|
/s/ Jose Ignacio Perez-Lizaur
|
|
Director
|
Jose Ignacio Perez-Lizaur
|
|
|
|
|
|
/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
(1)
|
Charges to Other Accounts
|
Write-offs
(2)
|
Balance at End of Period
|
||||||||||
Reserve for Doubtful Accounts and Cash Discounts:
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
$
|
38.0
|
|
$
|
49.2
|
|
$
|
(1.6
|
)
|
$
|
(60.3
|
)
|
$
|
25.3
|
|
Year Ended December 31, 2013
|
39.8
|
|
69.8
|
|
0.2
|
|
(71.8
|
)
|
38.0
|
|
|||||
Year Ended December 31, 2012
|
36.0
|
|
70.6
|
|
0.4
|
|
(67.2
|
)
|
39.8
|
|
(1)
|
The provision amounts include accounts receivable reserve charges included in discontinued operations of
$0.6
,
$3.1
and
$6.4
for the years ended December 31, 2014,
2013
and
2012
, respectively.
|
(2)
|
Represents accounts written off during the year and cash discounts taken by customers.
|
(in millions)
|
Balance at Beginning of Period
|
Net Provision(1)
|
Other
|
Write-offs/ Dispositions
|
Balance at End of Period
|
||||||||||
Inventory Reserves (including excess, obsolescence and shrink reserves):
|
|
|
|
|
|
|
|||||||||
Year Ended December 31, 2014
|
$
|
37.8
|
|
$
|
24.1
|
|
$
|
(1.6
|
)
|
$
|
(27.7
|
)
|
$
|
32.6
|
|
Year Ended December 31, 2013
|
56.9
|
|
23.5
|
|
(0.3
|
)
|
(42.3
|
)
|
37.8
|
|
|||||
Year Ended December 31, 2012
|
59.3
|
|
38.3
|
|
0.4
|
|
(41.1
|
)
|
56.9
|
|
(1)
|
The net provision amounts include inventory reserve (benefits) charges included in discontinued operations of
$(0.1)
,
$3.9
and
$2.4
for the years ended December 31, 2014,
2013
and
2012
, respectively.
|
|
1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10005-1413
|
|
LOS ANGELES
213-892-4000
FAX: 213-629-5063
|
212-530-5000 |
BEIJING
8610-5969-2700
FAX: 8610-5969-2707
|
|
|
|
WASHINGTON, D.C
202-835- 7500
FAX: 202-835-7586
|
Re:
Newell
|
HONG KONG
852-2971-4888
FAX: 852-2840-0792 |
|
|
|
LONDON
44-20-7615-3000
FAX: 44-20-7615-3100
|
|
SINGAPORE
65-6428-2400
FAX: 65-6428-2500
|
|
|
|
FRANKFURT
49-(0)69-71914-3400
FAX: 49-(0)69-71914-3500
|
|
TOKYO
813-5410-2801
FAX: 813-5410-2891
|
|
|
|
MUNICH
49-89-25559-3600
FAX: 49-89-25559-3700
|
|
SAO PAULO
55-11-3927-7700
FAX: 55-11-3927-7777
|
Time-Based RSUs
|
Vesting
|
|
1/3
rd
of the Award
|
First anniversary of the Award Date
|
|
1/3
rd
of the Award (so that 2/3rds of the whole Award shall have vested)
|
Second anniversary of the Award Date
|
|
1/3
rd
of the Award (so that 100% of the whole Award shall have vested)
|
Third anniversary of the Award Date
|
|
Performance-Based RSUs
|
Performance Condition
|
Vesting
|
One-Third of the Award
|
During any twenty continuous trading day period, occurring on or prior to the seventh anniversary of the Award Date, the average closing stock price of Common Stock equals or exceeds $33.73.
|
Upon satisfaction of the applicable Performance Condition, but no earlier than the first anniversary of the Award Date
|
One-Third of the Award
(so that two-thirds of the whole Award shall have vested)
|
At any time during a twenty continuous trading day period, occurring on or prior to the seventh anniversary of the Award Date, the average closing stock price of Common Stock equals or exceeds $35.26.
|
Upon satisfaction of the applicable Performance Condition, but no earlier than the second anniversary of the Award Date
|
One-Third of the Award
(so that 100% of the whole Award shall have vested)
|
At any time during a twenty continuous trading day period, occurring on or prior to the seventh anniversary of the Award Date, the average closing stock price of Common Stock equals or exceeds $36.79.
|
Upon satisfaction of the applicable Performance Condition, but no earlier than the third anniversary of the Award Date
|
(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
|
(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
|
(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,
|
(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 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
|
(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.
|
|
Years Ended December 31,
|
||||||||||||||
(dollars in millions)
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
462.1
|
|
$
|
536.3
|
|
$
|
552.0
|
|
$
|
202.3
|
|
$
|
256.3
|
|
Equity in earnings of affiliates
|
—
|
|
0.2
|
|
(0.6
|
)
|
1.5
|
|
(0.4
|
)
|
|||||
Total earnings
|
462.1
|
|
536.5
|
|
551.4
|
|
203.8
|
|
255.9
|
|
|||||
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
64.3
|
|
62.3
|
|
80.4
|
|
88.4
|
|
121.9
|
|
|||||
Portion of rent determined to be interest
(2)
|
35.0
|
|
37.7
|
|
41.2
|
|
40.2
|
|
40.0
|
|
|||||
|
$
|
561.4
|
|
$
|
636.5
|
|
$
|
673.0
|
|
$
|
332.4
|
|
$
|
417.8
|
|
Fixed Charges:
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
$
|
64.4
|
|
$
|
62.4
|
|
$
|
81.3
|
|
$
|
90.1
|
|
$
|
122.7
|
|
Portion of rent determined to be interest
(2)
|
35.0
|
|
37.7
|
|
41.2
|
|
40.2
|
|
40.0
|
|
|||||
|
$
|
99.4
|
|
$
|
100.1
|
|
$
|
122.5
|
|
$
|
130.3
|
|
$
|
162.7
|
|
Ratio of Earnings to Fixed Charges
|
5.65
|
|
6.36
|
|
5.49
|
|
2.55
|
|
2.57
|
|
(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.
|
|
|
EXHIBIT 21
|
|
|
|
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
|
|
|
SIGNIFICANT SUBSIDIARIES
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
STATE OR JURISDICTION
|
NAME
|
|
OF ORGANIZATION
|
|
|
|
Berol Corporation
|
|
Delaware
|
Calphalon Corporation
|
|
Ohio
|
EXPO Inc.
|
|
Delaware
|
Goody Products, Inc.
|
|
Delaware
|
Graco Children's Products Inc.
|
|
Delaware
|
Ignite USA, LLC
|
|
Illinois
|
Irwin Industrial Tool Company
|
|
Delaware
|
Newell Finance Company
|
|
Delaware
|
Newell Investments Inc.
|
|
Delaware
|
Newell Luxembourg Finance L.L.C.
|
|
Illinois
|
Newell Operating Company
|
|
Delaware
|
Newell Rubbermaid Development LLC
|
|
Delaware
|
Newell Rubbermaid Distribution LLC
|
|
Delaware
|
Newell Rubbermaid Europe LLC
|
|
Delaware
|
Newell Rubbermaid Inc.
|
|
Delaware
|
Newell Rubbermaid US Finance Co.
|
|
Delaware
|
Newell Sales & Marketing Group, Inc.
|
|
Delaware
|
Newell Window Furnishings, Inc.
|
|
Delaware
|
NRI Insurance Company
|
|
Vermont
|
PSI Systems, Inc.
|
|
California
|
Rubbermaid Commercial Products LLC
|
|
Delaware
|
Rubbermaid Europe Holding Inc.
|
|
Delaware
|
Rubbermaid Incorporated
|
|
Ohio
|
Rubbermaid Services Corp.
|
|
Delaware
|
Rubfinco Inc.
|
|
Delaware
|
Sanford, L.P.
|
|
Illinois
|
American Tool Companies Holding B.V.
|
|
Netherlands
|
Aprica Children's Products G.K.
|
|
Japan
|
DYMO Holdings BVBA
|
|
Belgium
|
Irwin Industrial Tool Ferramentas do Brasil Ltda.
|
|
Brazil
|
Newell Australia Pty. Limited
|
|
Australia
|
Newell (Cayman) Ltd.
|
|
Cayman Islands
|
Newell Holdings Limited
|
|
United Kingdom
|
Newell Industries Canada Inc.
|
|
Canada
|
Newell International Finance Co Limited Partnership
|
|
United Kingdom
|
Newell Investments France SAS
|
|
France
|
Newell Luxembourg Finance s.a r.l.
|
|
Luxembourg
|
Newell Rubbermaid Argentina S.A.
|
|
Argentina
|
Newell Rubbermaid Asia Pacific Limited
|
|
Hong Kong
|
Newell Rubbermaid Asia Services
|
|
China
|
Newell Rubbermaid Brasil Ferramentas e Equipamentos Ltda.
|
|
Brazil
|
Newell Rubbermaid Caymans Holding Co.
|
|
Cayman Islands
|
Newell Rubbermaid de Mexico S. de R.L. de C.V.
|
|
Mexico
|
Newell Europe Sarl
|
|
Switzerland
|
Newell Rubbermaid German Holding GmbH
|
|
Germany
|
Newell Rubbermaid Japan Ltd.
|
|
Japan
|
Newell Rubbermaid (M) Sdn. Bhd.
|
|
Malaysia
|
Newell Rubbermaid Products (Shenzhen) Co., Ltd.
|
|
China
|
Newell Rubbermaid (Thailand) Co., Ltd.
|
|
Thailand
|
Newell Rubbermaid UK Holdings Limited
|
|
United Kingdom
|
Newell Rubbermaid UK Limited
|
|
United Kingdom
|
Newell Rubbermaid UK Services Limited
|
|
United Kingdom
|
NR Capital Co.
|
|
Canada
|
NR Finance Co.
|
|
Canada
|
NWL Cayman Finance Co.
|
|
Cayman Islands
|
NWL Denmark Services Aps
|
|
Denmark
|
NWL European Finance s.a r.l.
|
|
Luxembourg
|
NWL France SAS
|
|
France
|
NWL France Services SAS
|
|
France
|
NWL Luxembourg Holding s.a r.l.
|
|
Luxembourg
|
NWL Netherlands B.V.
|
|
Netherlands
|
NWL Valence Services SAS
|
|
France
|
Polyhedron Holdings Limited
|
|
United Kingdom
|
Rubbermaid C.V.
|
|
Netherlands
|
Sanford Brands Venezuela, L.L.C.
|
|
Venezuela
|
Sanford Colombia S.A.
|
|
Colombia
|
Sanford Rotring (GB) Limited
|
|
United Kingdom
|
|
|
|
Form Number
|
Registration
|
Description
|
S-8
|
33-25196
|
Newell Long-Term Savings and Investment Plan
|
S-8
|
33-40641
|
Newell Long-Term Savings and Investment Plan
|
S-8
|
33-62047
|
Newell Long-Term Savings and Investment Plan
|
S-8
|
333-38621
|
Newell Long-Term Savings and Investment Plan
|
S-8
|
333-105113
|
Newell Rubbermaid Inc. 2003 Stock Plan
|
S-8
|
333-105177
|
Newell Rubbermaid Inc. 2002 Deferred Compensation Plan
|
S-8
|
333-105178
|
Newell Rubbermaid Inc. 401(k) Savings Plan
|
S-8
|
333-125144
|
Newell Rubbermaid Inc. 401(k) Savings Plan
|
S-8
|
333-135153
|
Newell Rubbermaid Inc. 2003 Stock Plan (as amended and restated effective February 8, 2006)
|
S-8
|
333-149133
|
Newell Rubbermaid Inc. 2008 Deferred Compensation Plan
|
S-8
|
333-166946
|
Newell Rubbermaid Inc. 2010 Stock Plan
|
S-8
|
333-188411
|
Newell Rubbermaid Inc. 2013 Incentive Plan
|
S-3
|
333-194324
|
Debt securities, preferred stock, common stock, warrants, stock purchase contracts and stock purchase units and in the related Prospectus
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2014
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, 2014
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.
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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/ John K. Stipancich
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John K. Stipancich
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Executive Vice President, Chief Financial Officer and General Counsel and Corporate Secretary
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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 2, 2015
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/s/ John K. Stipancich
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John K. Stipancich
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Executive Vice President, Chief Financial Officer and General Counsel and Corporate Secretary
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March 2, 2015
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