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FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2016
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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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221 River Street
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07030
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Hoboken, New Jersey
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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
®
, Mr. Sketch
®
, Elmer’s
®
, X-Acto
®
, Parker
®
, Waterman
®
and Dymo
®
Office
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•
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Home Solutions
: Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
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
®
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•
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Baby & Parenting
: Graco
®
, Baby Jogger
®
, Aprica
®
and Teutonia
®
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•
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Branded Consumables
: Yankee Candle
®
, Waddington, Ball
®
, Diamond
®
, First Alert
®
, NUK
®
, Quickie
®
and Pine Mountain
®
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•
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Consumer Solutions
: Crock-Pot
®
, FoodSaver
®
, Holmes
®
, Mr. Coffee
®
, Oster
®
, Rainbow
®
and Sunbeam
®
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•
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Outdoor Solutions
: Coleman
®
, Jostens
®
, Berkley
®
, Shakespeare
®
, Rawlings
®
, Völkl
®
, K2
®
and Marmot
®
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•
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Process Solutions
: Jarden Plastic Solutions, Jarden Applied Materials and Jarden Zinc Products
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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
®
, Prismacolor
®
, Mr. Sketch
®
, Elmer's
®
, X-Acto
®
, Parker
®
, Waterman
®
, Dymo
®
Office
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Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; fine writing instruments; labeling solutions
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Home Solutions
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Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Goody
®
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Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; 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 ® |
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Cleaning and refuse products; hygiene systems; material handling solutions
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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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Branded Consumables
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Yankee Candle
®
, Waddington, Ball
®
, Diamond
®
, First Alert
®
, NUK
®
, Quickie
®
,
Pine Mountain
®
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Branded consumer products; consumable and fundamental household staples
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Consumer Solutions
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Crock-Pot
®
, FoodSaver
®
, Holmes
®
, Mr. Coffee
®
, Oster
®
, Rainbow
®
, Sunbeam
®
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Household products, including kitchen appliances and home environment products
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Outdoor Solutions
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Coleman
®
, Jostens
®
, Berkley
®
, Shakespeare
®
, Rawlings
®
, Völkl
®
, K2
®
, Marmot
®
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Products for outdoor and outdoor-related activities
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Process Solutions
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Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products
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Plastic products including container closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging
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•
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reduce lead times for product delivery, which may require the Company to increase inventories and could impact the timing of reported sales;
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•
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improve customer service, such as with direct import programs, whereby product is supplied directly to retailers from third-party suppliers; and
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•
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adopt new technologies related to inventory management such as Radio Frequency Identification, otherwise known as RFID technology, which may have substantial implementation costs.
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•
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difficulties in the separation of operations, services, products and personnel;
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•
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the diversion of management's attention from other business concerns;
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•
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the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
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•
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the disruption of the Company’s business; and
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•
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the potential loss of key employees.
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protectionist policies restricting or impairing the manufacturing, sales or import and export of the Company’s products;
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•
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new restrictions on access to markets;
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•
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lack of developed infrastructure;
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•
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inflation (including hyperinflation) or recession;
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devaluations or fluctuations in the value of currencies;
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changes in and the burdens and costs of compliance with a variety of laws and regulations, including the Foreign Corrupt Practices Act, tax laws, accounting standards, trade protection measures and import and export licensing requirements, environmental laws and occupational health and safety laws;
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social, political or economic instability;
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acts of war and terrorism;
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natural disasters or other crises;
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•
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reduced protection of intellectual property rights in some countries;
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increases in duties and taxation;
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restrictions on transfer of funds and/or exchange of currencies;
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•
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expropriation of assets or forced relocations of operations; and
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other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by host countries.
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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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shipping products to customers;
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marketing and selling products to consumers;
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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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summarizing and reporting results of operations;
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hosting, processing and sharing confidential and proprietary research, business plans and financial information;
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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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SUPPLEMENTARY ITEM — EXECUTIVE OFFICERS OF THE REGISTRANT
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Name
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Age
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Present Position with the Company
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Michael B. Polk
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56
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Chief Executive Officer
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Mark S. Tarchetti
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41
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President
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William A. Burke
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56
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Executive Vice President, Chief Operating Officer
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Ralph J. Nicoletti
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59
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Executive Vice President, Chief Financial Officer
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Fiona C. Laird
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55
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Executive Vice President, Chief Human Resources and Communications Officer
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Bradford R. Turner
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44
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Chief Legal Officer and Corporate Secretary
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Richard B. Davies
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54
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Executive Vice President, Chief Development Officer
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2016
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2015
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||||||||||||
Quarters
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High
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Low
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High
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Low
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||||||||
First
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$
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45.57
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$
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33.26
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$
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40.37
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$
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36.33
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Second
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49.49
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43.11
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42.00
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37.95
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Third
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55.45
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47.07
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44.51
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38.17
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Fourth
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53.22
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44.24
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50.90
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39.39
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Calendar Month
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Total Number of Shares Purchased
(2)
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Average Price
Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
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Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
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||||||
October 2016
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—
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$
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—
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—
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$
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255,912,171
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November 2016
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5,397
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47.97
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—
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255,912,171
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December 2016
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11,136
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45.64
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—
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255,912,171
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Total
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16,533
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$
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46.40
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—
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(1)
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All shares purchased by the Company during the quarter ended December 31,
2016
were acquired 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.
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(2)
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Under the Company’s share repurchase program (“SRP”), the Company may repurchase its own shares of common stock through a combination of 10b5-1 automatic trading plans, discretionary market purchases or in privately negotiated transactions. The Company suspended its repurchase of shares in the fourth quarter of 2015 due to the cash requirements associated with the Jarden Acquisition, so the Company did not repurchase shares pursuant to the SRP during the three months ended December 31,
2016
.
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2016
(1)
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2015
(1)
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2014
(1)
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2013
(2)
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2012
(2)
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||||||||||
STATEMENTS OF OPERATIONS DATA
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||||||||||
Net sales
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$
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13,264.0
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$
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5,915.7
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$
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5,727.0
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$
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5,607.0
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$
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5,508.5
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Cost of products sold
|
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8,865.2
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3,611.1
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|
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3,523.6
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3,482.1
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|
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3,414.4
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|
|||||
Gross profit
|
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4,398.8
|
|
|
2,304.6
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2,203.4
|
|
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2,124.9
|
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|
2,094.1
|
|
|||||
Selling, general and administrative expenses
|
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3,221.1
|
|
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1,573.9
|
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1,480.5
|
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1,399.5
|
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|
1,403.5
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|
|||||
Pension settlement charge
|
|
2.7
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|
|
52.1
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|
65.4
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|
|
—
|
|
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—
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|
|||||
Restructuring costs, net
(3)
|
|
74.9
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|
77.2
|
|
|
52.8
|
|
|
110.3
|
|
|
52.9
|
|
|||||
Operating income
|
|
1,100.1
|
|
|
601.4
|
|
|
604.7
|
|
|
615.1
|
|
|
637.7
|
|
|||||
Nonoperating (income) expenses:
|
|
|
|
|
|
|
|
|
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|
||||||||||
Interest expense, net
|
|
404.5
|
|
|
79.9
|
|
|
60.4
|
|
|
60.3
|
|
|
76.1
|
|
|||||
Loss related to extinguishment of debt/credit facility
|
|
47.6
|
|
|
—
|
|
|
33.2
|
|
|
—
|
|
|
10.9
|
|
|||||
Venezuela deconsolidation charge
|
|
—
|
|
|
172.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (income) expense, net
|
|
(166.5
|
)
|
|
11.3
|
|
|
49.0
|
|
|
18.5
|
|
|
(1.3
|
)
|
|||||
Net nonoperating (income) expenses
|
|
285.6
|
|
|
263.9
|
|
|
142.6
|
|
|
78.8
|
|
|
85.7
|
|
|||||
Income before income taxes
|
|
814.5
|
|
|
337.5
|
|
|
462.1
|
|
|
536.3
|
|
|
552.0
|
|
|||||
Income tax expense
|
|
286.0
|
|
|
78.2
|
|
|
89.1
|
|
|
120.0
|
|
|
161.5
|
|
|||||
Income from continuing operations
|
|
528.5
|
|
|
259.3
|
|
|
373.0
|
|
|
416.3
|
|
|
390.5
|
|
|||||
(Loss) income from discontinued operations
|
|
(0.7
|
)
|
|
90.7
|
|
|
4.8
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|
58.3
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|
|
10.8
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|
|||||
Net income
|
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$
|
527.8
|
|
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$
|
350.0
|
|
|
$
|
377.8
|
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|
$
|
474.6
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$
|
401.3
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
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|
||||||||||
Basic
|
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421.3
|
|
|
269.3
|
|
|
276.1
|
|
|
288.6
|
|
|
291.2
|
|
|||||
Diluted
|
|
423.1
|
|
|
271.5
|
|
|
278.9
|
|
|
291.8
|
|
|
293.6
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
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|
||||||||||
Income from continuing operations
|
|
$
|
1.25
|
|
|
$
|
0.96
|
|
|
$
|
1.35
|
|
|
$
|
1.44
|
|
|
$
|
1.34
|
|
Income from discontinued operations
|
|
—
|
|
|
0.34
|
|
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||||
Net income
|
|
$
|
1.25
|
|
|
$
|
1.30
|
|
|
$
|
1.37
|
|
|
$
|
1.64
|
|
|
$
|
1.38
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.25
|
|
|
$
|
0.96
|
|
|
$
|
1.34
|
|
|
$
|
1.43
|
|
|
$
|
1.33
|
|
Income from discontinued operations
|
|
—
|
|
|
0.33
|
|
|
0.02
|
|
|
0.20
|
|
|
0.04
|
|
|||||
Net income
|
|
$
|
1.25
|
|
|
$
|
1.29
|
|
|
$
|
1.35
|
|
|
$
|
1.63
|
|
|
$
|
1.37
|
|
Dividends
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
$
|
0.66
|
|
|
$
|
0.60
|
|
|
$
|
0.43
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventories, net
|
|
$
|
2,116.0
|
|
|
$
|
721.8
|
|
|
$
|
708.5
|
|
|
$
|
684.4
|
|
|
$
|
696.4
|
|
Working capital
(4), (5)
|
|
3,192.5
|
|
|
504.9
|
|
|
403.6
|
|
|
551.9
|
|
|
568.3
|
|
|||||
Total assets
(4)
|
|
33,837.5
|
|
|
7,259.5
|
|
|
6,564.3
|
|
|
5,967.8
|
|
|
6,215.6
|
|
|||||
Short-term debt, including current portion of long-term debt
|
|
601.9
|
|
|
388.8
|
|
|
397.4
|
|
|
174.8
|
|
|
211.9
|
|
|||||
Long-term debt, net of current portion
|
|
11,290.9
|
|
|
2,669.1
|
|
|
2,084.5
|
|
|
1,661.6
|
|
|
1,706.5
|
|
|||||
Total stockholders’ equity
|
|
$
|
11,384.4
|
|
|
$
|
1,826.4
|
|
|
$
|
1,854.9
|
|
|
$
|
2,075.0
|
|
|
$
|
2,000.2
|
|
(1)
|
Supplemental data regarding
2016
,
2015
and
2014
is provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(2)
|
Statements of Operations data for 2013 and 2012 have been adjusted to reclassify the results of operations of the Endicia and Culinary electrics and retail businesses to discontinued operations. Statement of Operations data for 2012 have been adjusted to reclassify the results of operations of the Hardware and Teach businesses to discontinued operations.
|
(3)
|
Restructuring costs include asset impairment charges, employee severance and termination benefits, employee relocation costs, and costs associated with exited contractual commitments and other restructuring costs.
|
(4)
|
In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-17,
Income Taxes (Topic 740)
, requiring deferred tax assets and liabilities to be classified as noncurrent assets and liabilities in the balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-17 retrospectively as of December 31, 2015. Accordingly, working capital and total assets in the Selected Financial Data have been adjusted to give effect to the retrospective adoption of ASU 2015-17. See Note 16 of the Notes to Consolidated Financial Statements for additional information.
|
(5)
|
Working capital is defined as current assets less current liabilities.
|
Calendar Year
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th (2)
|
|
Year
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
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|
||||||||||
Net sales
|
|
$
|
1,314.9
|
|
|
$
|
3,858.6
|
|
|
$
|
3,954.6
|
|
|
$
|
4,135.9
|
|
|
$
|
13,264.0
|
|
Gross profit
|
|
$
|
505.6
|
|
|
$
|
1,095.7
|
|
|
$
|
1,274.8
|
|
|
$
|
1,522.7
|
|
|
$
|
4,398.8
|
|
Income from continuing operations
|
|
$
|
40.3
|
|
|
$
|
135.8
|
|
|
$
|
186.5
|
|
|
$
|
165.9
|
|
|
$
|
528.5
|
|
Income (loss) from discontinued operations
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.7
|
)
|
Net income
|
|
$
|
40.5
|
|
|
$
|
135.2
|
|
|
$
|
186.5
|
|
|
$
|
165.6
|
|
|
$
|
527.8
|
|
Earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
|
$
|
0.39
|
|
|
$
|
0.34
|
|
|
$
|
1.25
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
|
$
|
0.39
|
|
|
$
|
0.34
|
|
|
$
|
1.25
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
1.25
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calendar Year
|
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th (3)
|
|
Year
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,264.0
|
|
|
$
|
1,560.9
|
|
|
$
|
1,530.0
|
|
|
$
|
1,560.8
|
|
|
$
|
5,915.7
|
|
Gross profit
|
|
$
|
487.5
|
|
|
$
|
621.0
|
|
|
$
|
598.9
|
|
|
$
|
597.2
|
|
|
$
|
2,304.6
|
|
Income (loss) from continuing operations
|
|
$
|
56.9
|
|
|
$
|
148.1
|
|
|
$
|
134.0
|
|
|
$
|
(79.7
|
)
|
|
$
|
259.3
|
|
(Loss) income from discontinued operations
|
|
$
|
(2.8
|
)
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
92.9
|
|
|
$
|
90.7
|
|
Net income
|
|
$
|
54.1
|
|
|
$
|
148.5
|
|
|
$
|
134.2
|
|
|
$
|
13.2
|
|
|
$
|
350.0
|
|
Earnings (loss) per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.21
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.96
|
|
Income (loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
0.35
|
|
|
0.34
|
|
|||||
Net income
|
|
$
|
0.20
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
$
|
0.05
|
|
|
$
|
1.30
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.21
|
|
|
$
|
0.55
|
|
|
$
|
0.49
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.96
|
|
Income (loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
0.35
|
|
|
0.33
|
|
|||||
Net income
|
|
$
|
0.20
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
$
|
0.05
|
|
|
$
|
1.29
|
|
(1)
|
Earnings per share calculations each quarter are based on weighted average number of shares outstanding each period, and the sum of the quarterly amounts may not necessarily equal the annual earnings per share amounts.
|
( 2)
|
During the fourth quarter of 2016, the Company recorded deferred tax expense of
$164.2 million
associated with the book and tax basis difference related to the pending Tools divestiture, partially offset by a deferred tax benefit of
$40.0 million
due to statutory tax rate changes in France related to Jarden acquired intangible assets.
|
(3)
|
During the fourth quarter of 2015, the Company deconsolidated its Venezuelan operations and recorded a pretax charge of
$172.7 million
. The charge consisted of the write-off of the Venezuelan operations’ net assets of
$74.7 million
, as well as
$58.3 million
of Venezuela-related assets held by other subsidiaries, resulting in
$133.0 million
of total charges associated with the deconsolidation of Venezuela’s net assets. In addition, in accordance with applicable accounting standards for foreign currency and the transition to the cost method for the Company’s Venezuelan operations, the Company wrote-off the currency translation adjustment that arose prior to the application of hyperinflationary accounting in 2010 that was included in other comprehensive income in equity. The write-off of the currency translation adjustment resulted in a pretax charge of
$39.7 million
.
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Prismacolor
®
, Mr. Sketch
®
, Elmer's
®
, X-Acto
®
, Parker
®
, Waterman
®
, Dymo
®
Office
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; fine writing instruments; labeling solutions
|
Home Solutions
|
|
Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; 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
®
|
|
Cleaning and refuse products; hygiene systems; material handling solutions
|
Baby & Parenting
|
|
Graco
®
, Baby Jogger
®
, Aprica
®
, Teutonia
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
Branded Consumables
|
|
Yankee Candle
®
, Waddington, Ball
®
, Diamond
®
, First Alert
®
, NUK
®
, Quickie
®
, Pine Mountain
®
|
|
Branded consumer products; consumable and fundamental household staples
|
Consumer Solutions
|
|
Crock-Pot
®
, FoodSaver
®
, Holmes
®
, Mr. Coffee
®
, Oster
®
, Rainbow
®
, Sunbeam
®
|
|
Household products, including kitchen appliances and home environment products
|
Outdoor Solutions
|
|
Coleman
®
, Jostens
®
, Berkley
®
, Shakespeare
®
, Rawlings
®
, Völkl
®
, K2
®
, Marmot
®
|
|
Products for outdoor and outdoor-related activities
|
Process Solutions
|
|
Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products
|
|
Plastic products including container closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging
|
•
|
Reported net sales increased
124.2%
. Net sales were favorably impacted by volume growth, pricing, the acquisition of Elmer’s, and the Jarden Acquisition, which, contributed a
123.3%
increase in net sales. Net sales were adversely impacted by foreign currency, divestitures and the deconsolidation of the Company’s Venezuelan operations on December 31,
2015
. Reported net sales increased
125.4%
,
180.7%
,
57.6%
and
93.0%
in North America, Europe, Latin America and Asia Pacific, respectively, primarily due to the Jarden Acquisition.
|
•
|
Gross margin was
33.2%
, a decline of
580
basis points compared to the prior year period. The decline was primarily due to the negative impact of the
$479.5 million
inventory step-up for the Jarden Acquisition that is included in cost of products sold for the year ended December 31,
2016
, foreign currency, mix from the deconsolidation of Venezuela and mix from acquisitions, including the Jarden Acquisition, which were partially offset by the benefits of synergies, productivity and pricing.
|
•
|
Selling, general and administrative expenses (“SG&A”) increased
$1,647.2 million
to
$3,221.1 million
, due primarily to the SG&A of the Jarden business from the acquisition date and costs associated with the Jarden Acquisition. SG&A also increased due to increases in advertising and promotion in support of the Company’s brands and innovation, costs associated with increased incentive and other compensation and costs associated with the acquisition and integration of Jarden. These costs were partially offset by a reduction in overhead costs due to Project Renewal initiatives, costs associated with the Graco product recall in the prior year period and the impacts of foreign currency.
|
•
|
advertising campaigns supporting Paper Mate
®
InkJoy
®
gel pens as well as Prismacolor
®
and Mr. Sketch
®
color pencils and markers in art and coloring;
|
•
|
continued advertising support for Sharpie
®
markers and highlighters, including Sharpie Clear View
®
highlighters which have a unique, see through tip for more precise highlighting;
|
•
|
advertising campaigns supporting the launch of Rubbermaid
®
FreshWorks
TM
, our latest food storage innovation;
|
•
|
advertising support for Calphalon
®
self-sharpening cutlery with SharpIn
TM
technology, which makes knives stay sharp for a life-time;
|
•
|
advertising for the Graco 4Ever
®
All-in-One convertible car seat, Extend2Fit
TM
car seat, and Aprica
®
Fladea car seat; and
|
•
|
advertising for Yankee Candle in the fourth quarter of 2016.
|
•
|
The Company continued the execution of Project Renewal and initiated projects to integrate Elmer’s and merge the legacy Newell Rubbermaid and Jarden operations, resulting in
$74.9 million
of restructuring costs for the year ended December 31,
2016
.
|
•
|
The Company completed the offering and sale of
$8.0 billion
principal amount of unsecured senior notes in March 2016 and entered into and expanded other financing arrangements during the first half of 2016. The proceeds were used in April 2016 to finance the Jarden Acquisition, which included
$5.2 billion
for the cash portion of the merger consideration and
$4.1 billion
to repay certain Jarden debt obligations. As a result of these financing activities, a commitment by Goldman Sachs & Co. to fund the
$10.5 billion
senior unsecured bridge facility (the “Jarden Bridge Facility”) was terminated during the first half of 2016, and the Company repaid
$1.1 billion
of the
$1.5 billion
of borrowings under a term loan facility, resulting in a
$47.6 million
loss on extinguishment of debt.
|
•
|
The Company completed the divestiture of the Décor business, which resulted in
$223.5 million
of consideration, net of fees, and a pretax gain on the sale of the business of
$160.2 million
. The proceeds from the sale of the Décor business were used to repay debt.
|
•
|
The Company reported an effective tax rate of
35.1%
for the year ended December 31,
2016
, compared to
23.2%
in
2015
. The tax rate for the year ended December 31,
2016
was impacted by the Jarden Acquisition and the resulting change in the geographical mix in earnings as well as a deferred tax charge of
$164.2 million
associated with the book and tax basis difference related to the pending Tools divestiture. The tax rate was offset in the current year by a deferred tax benefit of
$40.0 million
related to statutory tax rate changes in France that primarily affected deferred taxes on Jarden acquired intangible assets and a reduction in the valuation allowance of
$17.9 million
related to certain deferred tax assets of the Company’s UK operations. The tax rate for the year ended December 31,
2015
was impacted by the geographical mix of earnings, the strengthening of the U.S. Dollar against foreign currencies and the implied tax rate associated with the
$7.6 million
income tax benefit on the
$172.7 million
Venezuela deconsolidation charge, which were partially offset by benefits from the impact of increased foreign tax credits.
|
•
|
The Company added members to the Newell Brands executive management team to lead the combined business, relocated its headquarters to Hoboken, New Jersey and opened its new office building for the Atlanta business hub in Atlanta, Georgia.
|
•
|
On October 3, 2016, the Company and Jarden Receivables, LLC, a wholly-owned subsidiary of the Company (“Jarden Receivables”), entered into a loan and servicing agreement and related receivables sale and contribution agreement and
|
•
|
On October 12, 2016, the Company entered into an agreement to sell the Tools business for an estimated sale price of
$1.95 billion
, subject to working capital adjustments. The transaction is expected to close in early 2017, subject to certain customary conditions, including regulatory approvals.
|
•
|
On September 4, 2014, the Company acquired Ignite for
$313.1 million
, which is net of
$7.2 million
of cash acquired. A portion of the purchase price was used to repay Ignite’s outstanding debt obligations at closing. Ignite is a designer and marketer of durable beverage containers in North America sold under the Contigo
®
and Avex
®
brands.
|
•
|
On October 22, 2014, the Company acquired the assets of bubba for
$82.4 million
. bubba is a designer and marketer of durable beverage containers in North America.
|
•
|
On December 15, 2014, the Company acquired Baby Jogger, a designer and marketer of premium infant and juvenile products focused on activity strollers and related accessories, for
$210.1 million
. Baby Jogger is headquartered in the U.S. and markets and sells its products in North America, Europe and Asia under the Baby Jogger brand and its City Mini
®
and City Select
®
sub-brands.
|
•
|
Organizational Simplification: The Company de-layered its top structure and further consolidated its businesses from nine Global Business Units (“GBUs”) to three operating groups that manage five operating 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” 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, 2016
|
|
Remaining through December 31, 2017*
|
Cost
|
$690 - $725
|
|
$529
|
|
$161- $196
|
Savings
|
$620 - $675
|
|
$510
|
|
$110 - $165
|
•
|
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 ongoing implementation of projects to better align the Writing segment’s worldwide supply chain footprint.
|
•
|
Ongoing evaluations of the Company’s overhead structure, supply chain organization and processes, customer development organization alignment, and pricing structure to optimize and transform processes, simplify the organization and reduce costs, including the implementation of technology-based solutions to better manage pricing initiatives and merchandising support.
|
•
|
Initiated a project to enhance the Baby & Parenting segment’s route-to-market in certain parts of North America.
|
•
|
Continued implementation of plans to relocate the Company’s Atlanta business hub within Atlanta, Georgia in early 2016. The Company moved into the new building in April 2016.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Net sales
|
$
|
13,264.0
|
|
|
100.0
|
%
|
|
$
|
5,915.7
|
|
|
100.0
|
%
|
|
$
|
5,727.0
|
|
|
100.0
|
%
|
Cost of products sold
|
8,865.2
|
|
|
66.8
|
|
|
3,611.1
|
|
|
61.0
|
|
|
3,523.6
|
|
|
61.5
|
|
|||
Gross profit
|
4,398.8
|
|
|
33.2
|
|
|
2,304.6
|
|
|
39.0
|
|
|
2,203.4
|
|
|
38.5
|
|
|||
Selling, general and administrative expenses
|
3,221.1
|
|
|
24.3
|
|
|
1,573.9
|
|
|
26.6
|
|
|
1,480.5
|
|
|
25.9
|
|
|||
Pension settlement charge
|
2.7
|
|
|
—
|
|
|
52.1
|
|
|
0.9
|
|
|
65.4
|
|
|
1.1
|
|
|||
Restructuring costs, net
|
74.9
|
|
|
0.6
|
|
|
77.2
|
|
|
1.3
|
|
|
52.8
|
|
|
0.9
|
|
|||
Operating income
|
1,100.1
|
|
|
8.3
|
|
|
601.4
|
|
|
10.2
|
|
|
604.7
|
|
|
10.6
|
|
|||
Nonoperating (income) expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
404.5
|
|
|
3.0
|
|
|
79.9
|
|
|
1.4
|
|
|
60.4
|
|
|
1.1
|
|
|||
Loss related to extinguishment of debt/credit facility
|
47.6
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
33.2
|
|
|
0.6
|
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
172.7
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
(166.5
|
)
|
|
(1.3
|
)
|
|
11.3
|
|
|
0.2
|
|
|
49.0
|
|
|
0.9
|
|
|||
Net nonoperating expenses
|
285.6
|
|
|
2.2
|
|
|
263.9
|
|
|
4.5
|
|
|
142.6
|
|
|
2.5
|
|
|||
Income before income taxes
|
814.5
|
|
|
6.1
|
|
|
337.5
|
|
|
5.7
|
|
|
462.1
|
|
|
8.1
|
|
|||
Income tax expense
|
286.0
|
|
|
2.2
|
|
|
78.2
|
|
|
1.3
|
|
|
89.1
|
|
|
1.6
|
|
|||
Income from continuing operations
|
528.5
|
|
|
4.0
|
|
|
259.3
|
|
|
4.4
|
|
|
373.0
|
|
|
6.5
|
|
|||
(Loss) income from discontinued operations
|
(0.7
|
)
|
|
—
|
|
|
90.7
|
|
|
1.5
|
|
|
4.8
|
|
|
0.1
|
|
|||
Net income
|
$
|
527.8
|
|
|
4.0
|
%
|
|
$
|
350.0
|
|
|
5.9
|
%
|
|
$
|
377.8
|
|
|
6.6
|
%
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Writing
|
$
|
1,941.9
|
|
|
$
|
1,763.5
|
|
|
10.1
|
%
|
Home Solutions
|
1,568.4
|
|
|
1,704.2
|
|
|
(8.0
|
)
|
||
Tools
|
760.7
|
|
|
790.0
|
|
|
(3.7
|
)
|
||
Commercial Products
|
776.6
|
|
|
809.7
|
|
|
(4.1
|
)
|
||
Baby & Parenting
|
919.5
|
|
|
848.3
|
|
|
8.4
|
|
||
Branded Consumables
|
2,839.2
|
|
|
—
|
|
|
NMF
|
|||
Consumer Solutions
|
1,766.3
|
|
|
—
|
|
|
NMF
|
|||
Outdoor Solutions
|
2,415.9
|
|
|
—
|
|
|
NMF
|
|||
Process Solutions
|
275.5
|
|
|
—
|
|
|
NMF
|
|||
Total net sales
|
$
|
13,264.0
|
|
|
$
|
5,915.7
|
|
|
124.2
|
%
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Writing
(1) (2)
|
$
|
462.7
|
|
|
$
|
430.8
|
|
|
7.4
|
%
|
Home Solutions
(1) (3)
|
179.2
|
|
|
238.4
|
|
|
(24.8
|
)
|
||
Tools
(1) (7)
|
85.4
|
|
|
85.1
|
|
|
0.4
|
|
||
Commercial Products
(1)
|
113.1
|
|
|
100.8
|
|
|
12.2
|
|
||
Baby & Parenting
(1) (4)
|
114.4
|
|
|
55.2
|
|
|
107.2
|
|
||
Branded Consumables
(5)
|
330.5
|
|
|
—
|
|
|
NMF
|
|||
Consumer Solutions
(5)
|
147.1
|
|
|
—
|
|
|
NMF
|
|||
Outdoor Solutions
(5)
|
90.1
|
|
|
—
|
|
|
NMF
|
|||
Process Solutions
(5)
|
14.8
|
|
|
—
|
|
|
NMF
|
|||
Restructuring costs
|
(74.9
|
)
|
|
(77.2
|
)
|
|
3.0
|
|
||
Corporate
(1) (6)
|
(362.3
|
)
|
|
(231.7
|
)
|
|
(56.4
|
)
|
||
Total operating income
|
$
|
1,100.1
|
|
|
$
|
601.4
|
|
|
82.9
|
%
|
(1)
|
Includes Project Renewal-related costs of
$15.1 million
,
$2.8 million
,
$2.5 million
,
$1.2 million
,
$28.3 million
and
$0.2 million
in Writing, Home Solutions, Tools, Commercial Products, Baby & Parenting, and Corporate, respectively, for the year ended December 31,
2016
. Includes Project Renewal-related costs of
$3.5 million
,
$2.3 million
,
$0.5 million
,
$4.7 million
and
$78.9 million
in Writing, Home Solutions, Tools, Commercial Products, and Corporate, respectively, for the year ended December 31,
2015
.
|
(2)
|
For
2016
, includes
$1.4 million
of acquisition and integration costs. For
2015
, includes
$2.6 million
of costs associated with Venezuelan inventory resulting from changes in the exchange rate for the Venezuelan Bolivar and
$1.2 million
of acquisition and integration costs.
|
(3)
|
For
2016
, includes
$2.1 million
of acquisition, integration and divestiture costs. For
2015
,
$1.5 million
of acquisition and integration costs associated with the Ignite and bubba acquisitions.
|
(4)
|
Includes
$1.7 million
for
2015
of acquisition and integration costs associated with the Baby Jogger acquisition and
$10.2 million
of charges relating to the Graco harness buckle recall for
2015
.
|
(5)
|
Operating income for the year ended December 31,
2016
includes non-cash charges to cost of sales for the costs associated with the fair value step-up of Jarden inventory for the Branded Consumables, Consumer Solutions, Outdoor Solutions and Process Solutions segments of
$137.9 million
,
$103.4 million
,
$230.2 million
and
$8.0 million
, respectively.
|
(6)
|
For
2016
, includes
$61.7 million
of costs associated with the Jarden Acquisition. For
2015
, includes
$10.8 million
of costs associated with the Jarden Acquisition and a
$52.1 million
non-cash charge associated with the settlement of U.S. pension liabilities for certain participants with plan assets.
|
(7)
|
For
2016
, includes
$3.5 million
of costs associated with the pending Tools divestiture.
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Writing
|
|
$
|
1,763.5
|
|
|
$
|
1,708.9
|
|
|
3.2
|
%
|
Home Solutions
|
|
1,704.2
|
|
|
1,575.4
|
|
|
8.2
|
|
||
Tools
|
|
790.0
|
|
|
852.2
|
|
|
(7.3
|
)
|
||
Commercial Products
|
|
809.7
|
|
|
837.1
|
|
|
(3.3
|
)
|
||
Baby & Parenting
|
|
848.3
|
|
|
753.4
|
|
|
12.6
|
|
||
Total net sales
|
|
$
|
5,915.7
|
|
|
$
|
5,727.0
|
|
|
3.3
|
%
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Writing
(1)
|
|
$
|
430.8
|
|
|
$
|
416.6
|
|
|
3.4
|
%
|
Home Solutions
(2)
|
|
238.4
|
|
|
196.0
|
|
|
21.6
|
|
||
Tools
(3)
|
|
85.1
|
|
|
94.6
|
|
|
(10.0
|
)
|
||
Commercial Products
(4)
|
|
100.8
|
|
|
101.3
|
|
|
(0.5
|
)
|
||
Baby & Parenting
(5)
|
|
55.2
|
|
|
40.6
|
|
|
36.0
|
|
||
Restructuring costs
|
|
(77.2
|
)
|
|
(52.8
|
)
|
|
(46.2
|
)
|
||
Corporate
(6)
|
|
(231.7
|
)
|
|
(191.6
|
)
|
|
(20.9
|
)
|
||
Total operating income
|
|
$
|
601.4
|
|
|
$
|
604.7
|
|
|
(0.5
|
)%
|
(1)
|
For
2015
, includes
$3.5 million
of project-related costs associated with Project Renewal,
$2.6 million
of costs associated with Venezuelan inventory resulting from changes in the exchange rate for the Venezuelan Bolivar, and
$1.2 million
of acquisition and integration costs. For
2014
, includes
$5.2 million
of costs associated with Venezuelan inventory resulting from changes in the exchange rate for the Venezuelan Bolivar.
|
(2)
|
For
2015
, includes
$2.3 million
of project-related costs associated with Project Renewal and
$1.5 million
of acquisition, integration and divestiture costs. For
2014
, includes
$4.2 million
of acquisition and integration costs associated with the Ignite and bubba acquisitions.
|
(3)
|
Includes
$0.5 million
and
$1.7 million
for
2015
and
2014
, respectively, of project-related costs associated with Project Renewal.
|
(4)
|
Includes
$4.7 million
and
$0.4 million
for
2015
and
2014
, respectively, of project-related costs associated with Project Renewal.
|
(5)
|
Includes
$1.7 million
and
$1.3 million
for
2015
and
2014
, respectively, of acquisition and integration costs associated with the Baby Jogger acquisition and
$10.2 million
and
$15.0 million
of charges relating to the Graco harness buckle recall for
2015
and
2014
, respectively.
|
(6)
|
For
2015
, includes
$78.9 million
of project-related costs associated with Project Renewal,
$10.8 million
of costs associated with the Jarden Acquisition and a
$52.1 million
non-cash charge associated with the settlement of U.S. pension liabilities for certain participants with plan assets, For
2014
, includes
$31.7 million
of project-related costs associated with Project Renewal,
$10.2 million
of advisory costs for process transformation and optimization initiatives and a
$65.4 million
non-cash charge associated with the settlement of U.S. pension liabilities for certain participants with plan assets.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by operating activities
|
$
|
1,828.5
|
|
|
$
|
565.8
|
|
|
$
|
634.1
|
|
Cash used in investing activities
|
(8,824.8
|
)
|
|
(649.9
|
)
|
|
(751.9
|
)
|
|||
Cash provided by financing activities
|
7,340.4
|
|
|
172.3
|
|
|
119.0
|
|
|||
Currency effect on cash and cash equivalents
|
(31.4
|
)
|
|
(12.8
|
)
|
|
(28.1
|
)
|
|||
Increase in cash and cash equivalents
|
$
|
312.7
|
|
|
$
|
75.4
|
|
|
$
|
(26.9
|
)
|
•
|
a
$70.0 million
voluntary contribution to the Company’s primary U.S. pension plan during 2015, which is included in accrued liabilities and other in the Consolidated Statements of Cash Flows;
|
•
|
a
$69.6 million
year-over-year increase in cash used to build inventories in 2015 compared to 2014, partially attributable to inventory builds in 2015 to support new product launches;
|
•
|
a
$45.9 million
year-over-year increase in project-related costs associated with Project Renewal and advisory costs for process transformation and optimization, including advisory and consulting costs and personnel costs associated with employees dedicated to Project Renewal initiatives; and
|
•
|
a
$67.0 million
year-over-year decrease in cash provided by accounts payable, primarily attributable to the timing and management of purchases and payments.
|
•
|
a
$107.1 million
year-over-year decrease in cash used for increases in accounts receivable due to the timing of sales in the fourth quarter of 2015 compared to the fourth quarter of 2014; and
|
•
|
a
$60.6 million
increase in the Company’s income tax liability during 2015, which is included in accrued liabilities and other in the Consolidated Statements of Cash Flows, primarily associated with an estimated
$60.0 million
income tax payment due in the first quarter of 2016 associated with the gain realized on the sale of the Endicia business.
|
|
2016
|
|
2015
|
|
2014
|
|||
Accounts receivable
|
64
|
|
|
73
|
|
|
74
|
|
Inventory
|
85
|
|
|
71
|
|
|
67
|
|
Accounts payable
|
(56
|
)
|
|
(64
|
)
|
|
(64
|
)
|
Cash conversion cycle
|
93
|
|
|
80
|
|
|
77
|
|
•
|
Cash and cash equivalents at December 31,
2016
were
$587.5 million
, and the Company had
$1.21 billion
of total available borrowing capacity under the
$1.25 billion
unsecured syndicated revolving credit facility and
$756.0 million
of borrowing capacity under the
$950.0 million
receivables facility.
|
•
|
Working capital at December 31,
2016
was
$3.2 billion
compared to
$504.9 million
at December 31,
2015
, and the current ratio at December 31,
2016
was
1.74
:1 compared to
1.25
:1 at December 31,
2015
. The improvement in working capital and the current ratio is primarily attributable to increased long-term borrowings to finance the cash requirements associated with the Jarden Acquisition.
|
•
|
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 decreased to
0.50
:1 at December 31,
2016
from
0.60
:1 at December 31,
2015
. The decrease in net debt to total capitalization is primarily attributable to
$9.5 billion
of borrowings to finance the Jarden Acquisition offset by the
$661.9 million
of cash acquired in the Jarden Acquisition and the issuance of shares for the Jarden Acquisition valued at
$9.5 billion
.
|
|
2016
|
|
2015
|
||||||||||||
Short-term Borrowing Arrangement
|
Maximum
|
|
Average
|
|
Maximum
|
|
Average
|
||||||||
Commercial paper
|
$
|
508.0
|
|
|
$
|
236.6
|
|
|
$
|
551.2
|
|
|
$
|
336.7
|
|
Receivables Facility and Securitization Facility
|
859.4
|
|
|
529.7
|
|
|
400.0
|
|
|
332.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Average outstanding debt
|
$
|
10,692.0
|
|
|
$
|
2,887.6
|
|
|
$
|
2,085.2
|
|
Average interest rate
(1)
|
3.7
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
(1)
|
The average interest rate includes the impacts of fixed-for-floating interest rate swaps.
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
2017
|
2018-2019
|
2020-2021
|
2022+
|
||||||||||
Debt
(1)
|
$
|
11,955.3
|
|
$
|
599.0
|
|
$
|
2,308.8
|
|
$
|
1,693.7
|
|
$
|
7,353.8
|
|
Interest on debt
(2)
|
5,368.8
|
|
479.9
|
|
860.3
|
|
733.7
|
|
3,294.9
|
|
|||||
Operating lease obligations
(3)
|
1,025.3
|
|
219.1
|
|
340.2
|
|
205.2
|
|
260.8
|
|
|||||
Purchase obligations
(4)
|
1,062.4
|
|
852.2
|
|
205.9
|
|
3.3
|
|
1.0
|
|
|||||
Total contractual obligations
(5)
|
$
|
19,411.8
|
|
$
|
2,150.2
|
|
$
|
3,715.2
|
|
$
|
2,635.9
|
|
$
|
10,910.5
|
|
(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, 2016
. Includes $
189.4 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, 2016
, excluding the impact of fixed to floating rate interest rate swaps. Interest on floating-rate debt was estimated using the rate in effect as of
December 31, 2016
. 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, 2016
. 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, 2016
, 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, 2016
balance sheet as current liabilities, except for current portion of long-term debt, short-term debt and accrued interest.
|
|
NEWELL BRANDS INC.
|
|
Hoboken, New Jersey
|
March 1, 2017
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
New York, New York
|
|
March 1, 2017
|
|
|
|
|
/s/ Ernst & Young LLP
|
Atlanta, Georgia
|
|
February 29, 2016
|
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
13,264.0
|
|
|
$
|
5,915.7
|
|
|
$
|
5,727.0
|
|
Cost of products sold
|
8,865.2
|
|
|
3,611.1
|
|
|
3,523.6
|
|
|||
GROSS PROFIT
|
4,398.8
|
|
|
2,304.6
|
|
|
2,203.4
|
|
|||
Selling, general and administrative expenses
|
3,221.1
|
|
|
1,573.9
|
|
|
1,480.5
|
|
|||
Pension settlement charge
|
2.7
|
|
|
52.1
|
|
|
65.4
|
|
|||
Restructuring costs, net
|
74.9
|
|
|
77.2
|
|
|
52.8
|
|
|||
OPERATING INCOME
|
1,100.1
|
|
|
601.4
|
|
|
604.7
|
|
|||
Nonoperating expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
404.5
|
|
|
79.9
|
|
|
60.4
|
|
|||
Loss related to extinguishment of debt/credit facility
|
47.6
|
|
|
—
|
|
|
33.2
|
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
172.7
|
|
|
—
|
|
|||
Other (income) expense, net
|
(166.5
|
)
|
|
11.3
|
|
|
49.0
|
|
|||
Net nonoperating expenses
|
285.6
|
|
|
263.9
|
|
|
142.6
|
|
|||
INCOME BEFORE INCOME TAXES
|
814.5
|
|
|
337.5
|
|
|
462.1
|
|
|||
Income tax expense
|
286.0
|
|
|
78.2
|
|
|
89.1
|
|
|||
INCOME FROM CONTINUING OPERATIONS
|
528.5
|
|
|
259.3
|
|
|
373.0
|
|
|||
(Loss) income from discontinued operations, net of tax
|
(0.7
|
)
|
|
90.7
|
|
|
4.8
|
|
|||
NET INCOME
|
$
|
527.8
|
|
|
$
|
350.0
|
|
|
$
|
377.8
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
421.3
|
|
|
269.3
|
|
|
276.1
|
|
|||
Diluted
|
423.1
|
|
|
271.5
|
|
|
278.9
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.25
|
|
|
$
|
0.96
|
|
|
$
|
1.35
|
|
Income from discontinued operations
|
—
|
|
|
0.34
|
|
|
0.02
|
|
|||
Net income
|
$
|
1.25
|
|
|
$
|
1.30
|
|
|
$
|
1.37
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.25
|
|
|
$
|
0.96
|
|
|
$
|
1.34
|
|
Income from discontinued operations
|
—
|
|
|
0.33
|
|
|
0.02
|
|
|||
Net income
|
$
|
1.25
|
|
|
$
|
1.29
|
|
|
$
|
1.35
|
|
Dividends per share
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
$
|
0.66
|
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
NET INCOME
|
$
|
527.8
|
|
|
$
|
350.0
|
|
|
$
|
377.8
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(196.2
|
)
|
|
(123.9
|
)
|
|
(126.3
|
)
|
|||
Change in unrecognized pension and postretirement costs
|
22.3
|
|
|
89.4
|
|
|
(28.4
|
)
|
|||
Derivative hedging gain (loss)
|
(37.1
|
)
|
|
(4.9
|
)
|
|
5.5
|
|
|||
Total other comprehensive (loss), net of tax
|
(211.0
|
)
|
|
(39.4
|
)
|
|
(149.2
|
)
|
|||
COMPREHENSIVE INCOME
(1)
|
$
|
316.8
|
|
|
$
|
310.6
|
|
|
$
|
228.6
|
|
December 31,
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
587.5
|
|
|
$
|
274.8
|
|
Accounts receivable, net of allowances of $38.5 for 2016 and $22.0 for 2015
|
2,746.9
|
|
|
1,250.7
|
|
||
Inventories, net
|
2,116.0
|
|
|
721.8
|
|
||
Prepaid expenses and other
|
288.4
|
|
|
147.8
|
|
||
Assets held for sale
|
1,745.7
|
|
|
98.4
|
|
||
TOTAL CURRENT ASSETS
|
7,484.5
|
|
|
2,493.5
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
1,543.4
|
|
|
599.2
|
|
||
GOODWILL
|
10,218.9
|
|
|
2,791.2
|
|
||
OTHER INTANGIBLE ASSETS, NET
|
14,111.8
|
|
|
1,063.7
|
|
||
DEFERRED INCOME TAXES
|
95.3
|
|
|
38.5
|
|
||
OTHER ASSETS
|
383.6
|
|
|
273.4
|
|
||
TOTAL ASSETS
|
$
|
33,837.5
|
|
|
$
|
7,259.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
1,518.9
|
|
|
$
|
642.4
|
|
Accrued compensation
|
365.8
|
|
|
185.2
|
|
||
Other accrued liabilities
|
1,464.9
|
|
|
728.9
|
|
||
Short-term debt and current portion of long-term debt
|
601.9
|
|
|
388.8
|
|
||
Liabilities held for sale
|
340.5
|
|
|
43.3
|
|
||
TOTAL CURRENT LIABILITIES
|
4,292.0
|
|
|
1,988.6
|
|
||
LONG-TERM DEBT
|
11,290.9
|
|
|
2,669.1
|
|
||
DEFERRED INCOME TAXES
|
5,082.8
|
|
|
226.6
|
|
||
OTHER NONCURRENT LIABILITIES
|
1,787.4
|
|
|
548.8
|
|
||
COMMITMENTS AND CONTINGENCIES (Footnote 12)
|
—
|
|
|
—
|
|
||
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
|
504.8
|
|
|
287.5
|
|
||
Outstanding shares, before treasury:
|
|
|
|
||||
2016 – 504.8
|
|
|
|
||||
2015 – 287.5
|
|
|
|
||||
Treasury stock, at cost:
|
(545.3
|
)
|
|
(523.1
|
)
|
||
Shares held:
|
|
|
|
||||
2016 – 22.3
|
|
|
|
||||
2015 – 20.3
|
|
|
|
||||
Additional paid-in capital
|
10,144.2
|
|
|
801.4
|
|
||
Retained earnings
|
2,289.9
|
|
|
2,090.9
|
|
||
Accumulated other comprehensive loss
|
(1,044.8
|
)
|
|
(833.8
|
)
|
||
STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO PARENT
|
11,348.8
|
|
|
1,822.9
|
|
||
STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
35.6
|
|
|
3.5
|
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
11,384.4
|
|
|
1,826.4
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
33,837.5
|
|
|
$
|
7,259.5
|
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
527.8
|
|
|
$
|
350.0
|
|
|
$
|
377.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
437.2
|
|
|
171.6
|
|
|
156.1
|
|
|||
Net gain from sale of businesses
|
(161.1
|
)
|
|
(154.2
|
)
|
|
(2.2
|
)
|
|||
Loss related to extinguishment of debt/credit facility
|
47.6
|
|
|
—
|
|
|
33.2
|
|
|||
Non-cash restructuring costs
|
23.7
|
|
|
6.7
|
|
|
7.2
|
|
|||
Deferred income taxes
|
33.4
|
|
|
(7.2
|
)
|
|
39.3
|
|
|||
Stock-based compensation expense
|
63.9
|
|
|
29.2
|
|
|
29.9
|
|
|||
Pension settlement charge
|
2.7
|
|
|
52.1
|
|
|
65.4
|
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
172.7
|
|
|
—
|
|
|||
Other, net
|
21.0
|
|
|
32.5
|
|
|
69.1
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
(324.5
|
)
|
|
(33.8
|
)
|
|
(140.9
|
)
|
|||
Inventories
|
784.6
|
|
|
(97.8
|
)
|
|
(28.2
|
)
|
|||
Accounts payable
|
282.0
|
|
|
20.3
|
|
|
87.3
|
|
|||
Accrued liabilities and other
|
90.2
|
|
|
23.7
|
|
|
(59.9
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
1,828.5
|
|
|
565.8
|
|
|
634.1
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from sale of divested businesses and fixed assets
|
247.8
|
|
|
214.8
|
|
|
19.0
|
|
|||
Acquisitions and acquisition-related activity, net of cash
|
(8,635.2
|
)
|
|
(573.7
|
)
|
|
(602.3
|
)
|
|||
Capital expenditures
|
(441.4
|
)
|
|
(211.4
|
)
|
|
(161.9
|
)
|
|||
Cash related to deconsolidated Venezuela operations
|
—
|
|
|
(97.5
|
)
|
|
—
|
|
|||
Other investing activities
|
4.0
|
|
|
17.9
|
|
|
(6.7
|
)
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(8,824.8
|
)
|
|
(649.9
|
)
|
|
(751.9
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net short-term borrowings
|
(641.4
|
)
|
|
(57.0
|
)
|
|
217.3
|
|
|||
Proceeds from issuance of debt, net of debt issuance costs
|
9,414.6
|
|
|
594.6
|
|
|
841.8
|
|
|||
Payments on and for the settlement of notes payable and debt
|
(1,100.0
|
)
|
|
—
|
|
|
(465.2
|
)
|
|||
Repurchase and retirement of shares of common stock
|
—
|
|
|
(180.4
|
)
|
|
(363.2
|
)
|
|||
Cash dividends
|
(328.6
|
)
|
|
(206.3
|
)
|
|
(182.5
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
11.9
|
|
|
27.1
|
|
|
10.6
|
|
|||
Repurchase of restricted shares net of option proceeds and other
|
(16.1
|
)
|
|
(5.7
|
)
|
|
60.7
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
7,340.4
|
|
|
172.3
|
|
|
119.0
|
|
|||
Exchange rate effect on cash and cash equivalents
|
(31.4
|
)
|
|
(12.8
|
)
|
|
(28.1
|
)
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS
|
312.7
|
|
|
75.4
|
|
|
(26.9
|
)
|
|||
Cash and cash equivalents at beginning of period
|
274.8
|
|
|
199.4
|
|
|
226.3
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
587.5
|
|
|
$
|
274.8
|
|
|
$
|
199.4
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures — cash paid during the year for:
|
|
|
|
|
|
||||||
Common stock issued for Jarden Acquisition
|
$
|
9,480.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt assumed, at fair value, in the Jarden Acquisition
|
1,198.7
|
|
|
—
|
|
|
—
|
|
|||
Income taxes, net of refunds
|
189.2
|
|
|
54.7
|
|
|
33.8
|
|
|||
Interest
|
316.0
|
|
|
82.9
|
|
|
56.7
|
|
|
|
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, 2013
|
|
$
|
297.5
|
|
|
$
|
(477.2
|
)
|
|
$
|
654.3
|
|
|
$
|
2,242.1
|
|
|
$
|
(645.2
|
)
|
|
$
|
2,071.5
|
|
|
$
|
3.5
|
|
|
$
|
2,075.0
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377.8
|
|
|
(149.2
|
)
|
|
228.6
|
|
|
—
|
|
|
228.6
|
|
||||||||
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
|
|
||||||||
Common stock purchased and retired
|
|
(13.3
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
(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
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.0
|
|
|
(39.4
|
)
|
|
310.6
|
|
|
—
|
|
|
310.6
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206.3
|
)
|
|
—
|
|
|
(206.3
|
)
|
|
—
|
|
|
(206.3
|
)
|
||||||||
Stock-based compensation and other
|
|
3.3
|
|
|
(30.0
|
)
|
|
74.2
|
|
|
0.1
|
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
47.6
|
|
||||||||
Common stock purchased and retired
|
|
(4.5
|
)
|
|
—
|
|
|
(11.8
|
)
|
|
(164.1
|
)
|
|
—
|
|
|
(180.4
|
)
|
|
—
|
|
|
(180.4
|
)
|
||||||||
Balance at December 31, 2015
|
|
$
|
287.5
|
|
|
$
|
(523.1
|
)
|
|
$
|
801.4
|
|
|
$
|
2,090.9
|
|
|
$
|
(833.8
|
)
|
|
$
|
1,822.9
|
|
|
$
|
3.5
|
|
|
$
|
1,826.4
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527.8
|
|
|
(211.0
|
)
|
|
316.8
|
|
|
—
|
|
|
316.8
|
|
||||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(328.6
|
)
|
|
—
|
|
|
(328.6
|
)
|
|
—
|
|
|
(328.6
|
)
|
||||||||
Stock-based compensation and other
|
|
3.4
|
|
|
(22.2
|
)
|
|
76.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
57.4
|
|
|
32.1
|
|
|
89.5
|
|
||||||||
Equity issued for acquisition
|
|
213.9
|
|
|
—
|
|
|
9,266.4
|
|
|
—
|
|
|
—
|
|
|
9,480.3
|
|
|
—
|
|
|
9,480.3
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
504.8
|
|
|
$
|
(545.3
|
)
|
|
$
|
10,144.2
|
|
|
$
|
2,289.9
|
|
|
$
|
(1,044.8
|
)
|
|
$
|
11,348.8
|
|
|
$
|
35.6
|
|
|
$
|
11,384.4
|
|
Accounts receivable
|
|
$
|
1,369.5
|
|
Inventories
|
|
2,488.7
|
|
|
Other current assets
|
|
187.8
|
|
|
Property, plant and equipment
|
|
1,046.5
|
|
|
Goodwill
|
|
8,213.1
|
|
|
Identifiable intangible assets
|
|
13,494.4
|
|
|
Other assets
|
|
160.2
|
|
|
Total assets
|
|
$
|
26,960.2
|
|
|
|
|
||
Accounts payable
|
|
$
|
675.4
|
|
Other current liabilities
|
|
818.8
|
|
|
Debt assumed, at fair value
|
|
1,198.7
|
|
|
Deferred income tax liabilities
|
|
4,966.2
|
|
|
Other noncurrent liabilities
|
|
588.9
|
|
|
Total liabilities
|
|
$
|
8,248.0
|
|
Noncontrolling interests
|
|
28.9
|
|
|
|
|
|
||
Total merger consideration, net of cash acquired
|
|
$
|
18,683.3
|
|
|
|
|
||
Debt repayments, net of cash acquired
|
|
$
|
3,388.9
|
|
Cash paid for the acquisition of Jarden common stock
|
|
5,187.6
|
|
|
Total cash paid, net of cash acquired
|
|
8,576.5
|
|
|
Accrual for merger consideration
|
|
626.5
|
|
|
Fair value of 213.9 million shares of Company common stock issued
|
|
9,480.3
|
|
|
Total merger consideration, net of cash acquired
|
|
$
|
18,683.3
|
|
|
|
December 31,
|
||||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
||||
Net sales
|
|
$
|
15,657.6
|
|
|
$
|
14,519.6
|
|
Net income (loss)
|
|
748.0
|
|
|
(254.9
|
)
|
||
Earnings (loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.55
|
|
|
$
|
(0.53
|
)
|
Diluted
|
|
1.54
|
|
|
(0.53
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
56.5
|
|
|
$
|
83.4
|
|
Income (loss) from discontinued operations before income taxes
|
$
|
(1.9
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
2.2
|
|
Income tax expense (benefit)
|
(0.6
|
)
|
|
(2.8
|
)
|
|
0.8
|
|
|||
Income (loss) from discontinued operations
|
(1.3
|
)
|
|
(4.9
|
)
|
|
1.4
|
|
|||
Net gain from sale of discontinued operations, net of tax
(1)
|
0.6
|
|
|
95.6
|
|
|
3.4
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(0.7
|
)
|
|
$
|
90.7
|
|
|
$
|
4.8
|
|
(1)
|
2015 includes pretax gains of
$154.2 million
(related tax expense of
$58.6 million
) relating to the sale of the Endicia business. 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.
|
|
2016
|
|
2015
|
||||
Accounts receivable, net
|
$
|
164.4
|
|
|
$
|
—
|
|
Inventories, net
|
311.6
|
|
|
35.3
|
|
||
Prepaid expenses and other
|
24.3
|
|
|
2.0
|
|
||
Property, plant and equipment, net
|
224.9
|
|
|
18.2
|
|
||
Goodwill
|
762.5
|
|
|
19.2
|
|
||
Other intangible assets, net
|
244.5
|
|
|
23.7
|
|
||
Other assets
|
13.5
|
|
|
—
|
|
||
Total Assets
|
$
|
1,745.7
|
|
|
$
|
98.4
|
|
|
|
|
|
||||
Accounts payable
|
$
|
88.2
|
|
|
$
|
34.8
|
|
Accrued compensation
|
35.3
|
|
|
—
|
|
||
Other accrued liabilities
|
81.6
|
|
|
8.5
|
|
||
Short-term debt and current portion long-term debt
|
4.3
|
|
|
—
|
|
||
Other noncurrent liabilities
|
131.1
|
|
|
—
|
|
||
Total Liabilities
|
$
|
340.5
|
|
|
$
|
43.3
|
|
|
Foreign Currency
Translation
Loss, net of tax
(1)
|
|
Unrecognized
Pension & Postretirement
Costs, net of tax
|
|
Derivative Hedging
(Loss) Income, net of tax
|
|
Accumulated Other
Comprehensive Loss
|
||||||||
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 (loss) income
|
(126.3
|
)
|
|
(28.4
|
)
|
|
5.5
|
|
|
(149.2
|
)
|
||||
Balance at December 31, 2014
|
(287.8
|
)
|
|
(511.7
|
)
|
|
5.1
|
|
|
(794.4
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(153.3
|
)
|
|
42.1
|
|
|
5.3
|
|
|
(105.9
|
)
|
||||
Amounts reclassified to earnings
|
29.4
|
|
|
47.3
|
|
|
(10.2
|
)
|
|
66.5
|
|
||||
Net current period other comprehensive (loss) income
|
(123.9
|
)
|
|
89.4
|
|
|
(4.9
|
)
|
|
(39.4
|
)
|
||||
Balance at December 31, 2015
|
(411.7
|
)
|
|
(422.3
|
)
|
|
0.2
|
|
|
(833.8
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(198.0
|
)
|
|
10.0
|
|
|
(48.0
|
)
|
|
(236.0
|
)
|
||||
Amounts reclassified to earnings
|
1.8
|
|
|
12.3
|
|
|
10.9
|
|
|
25.0
|
|
||||
Net current period other comprehensive (loss) income
|
(196.2
|
)
|
|
22.3
|
|
|
(37.1
|
)
|
|
(211.0
|
)
|
||||
Balance at December 31, 2016
|
$
|
(607.9
|
)
|
|
$
|
(400.0
|
)
|
|
$
|
(36.9
|
)
|
|
$
|
(1,044.8
|
)
|
(1)
|
Includes foreign exchange (losses) gains of
$(23.3) million
,
$(22.9) million
and
$(29.6) million
during
2016
,
2015
and
2014
, respectively, associated with intercompany loans designated as long-term.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency translation adjustments
|
|
$
|
—
|
|
|
$
|
(10.3
|
)
|
|
$
|
—
|
|
Unrecognized pension and postretirement costs
|
|
(19.6
|
)
|
|
(41.1
|
)
|
|
6.0
|
|
|||
Derivative hedging (loss) gain
|
|
20.7
|
|
|
(0.6
|
)
|
|
(3.9
|
)
|
|||
Income tax (provision) benefit related to OCI
|
|
$
|
1.1
|
|
|
$
|
(52.0
|
)
|
|
$
|
2.1
|
|
|
2016
|
|
2015
|
|
2014
|
|
Since Inception Through December 31, 2016
|
||||||||
Facility and other exit costs, including impairments
|
$
|
2.6
|
|
|
$
|
6.7
|
|
|
$
|
7.5
|
|
|
$
|
30.0
|
|
Employee severance, termination benefits and relocation costs
|
(9.1
|
)
|
|
52.4
|
|
|
25.2
|
|
|
209.4
|
|
||||
Exited contractual commitments and other
|
16.4
|
|
|
14.9
|
|
|
21.1
|
|
|
80.3
|
|
||||
|
$
|
9.9
|
|
|
$
|
74.0
|
|
|
$
|
53.8
|
|
|
$
|
319.7
|
|
|
December 31, 2015
|
|
|
|
|
|
December 31, 2016
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
49.3
|
|
|
(9.1
|
)
|
|
(24.4
|
)
|
|
15.8
|
|
||||
Exited contractual commitments and other
|
17.3
|
|
|
16.4
|
|
|
(16.3
|
)
|
|
17.4
|
|
||||
|
$
|
66.6
|
|
|
$
|
9.9
|
|
|
$
|
(43.3
|
)
|
|
$
|
33.2
|
|
|
December 31, 2014
|
|
|
|
|
|
December 31, 2015
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
6.7
|
|
|
$
|
(6.7
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
22.8
|
|
|
52.4
|
|
|
(25.9
|
)
|
|
49.3
|
|
||||
Exited contractual commitments and other
|
17.5
|
|
|
14.9
|
|
|
(15.1
|
)
|
|
17.3
|
|
||||
|
$
|
40.3
|
|
|
$
|
74.0
|
|
|
$
|
(47.7
|
)
|
|
$
|
66.6
|
|
|
December 31, 2015
|
|
|
|
|
|
December 31, 2016
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Writing
|
$
|
14.0
|
|
|
$
|
0.7
|
|
|
$
|
(3.3
|
)
|
|
$
|
11.4
|
|
Home Solutions
|
5.1
|
|
|
(2.0
|
)
|
|
(2.6
|
)
|
|
0.5
|
|
||||
Tools
|
4.3
|
|
|
0.5
|
|
|
(3.2
|
)
|
|
1.6
|
|
||||
Commercial Products
|
3.8
|
|
|
—
|
|
|
(2.1
|
)
|
|
1.7
|
|
||||
Baby & Parenting
|
—
|
|
|
3.2
|
|
|
(2.8
|
)
|
|
0.4
|
|
||||
Corporate
|
39.4
|
|
|
7.5
|
|
|
(29.3
|
)
|
|
17.6
|
|
||||
|
$
|
66.6
|
|
|
$
|
9.9
|
|
|
$
|
(43.3
|
)
|
|
$
|
33.2
|
|
|
December 31, 2014
|
|
|
|
|
|
December 31, 2015
|
||||||||
Segment
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Writing
|
$
|
9.7
|
|
|
$
|
9.3
|
|
|
$
|
(5.0
|
)
|
|
$
|
14.0
|
|
Home Solutions
|
1.0
|
|
|
5.5
|
|
|
(1.4
|
)
|
|
5.1
|
|
||||
Tools
|
0.5
|
|
|
2.9
|
|
|
0.9
|
|
|
4.3
|
|
||||
Commercial Products
|
5.1
|
|
|
2.2
|
|
|
(3.5
|
)
|
|
3.8
|
|
||||
Baby & Parenting
|
2.2
|
|
|
0.7
|
|
|
(2.9
|
)
|
|
—
|
|
||||
Corporate
|
21.8
|
|
|
53.4
|
|
|
(35.8
|
)
|
|
39.4
|
|
||||
|
$
|
40.3
|
|
|
$
|
74.0
|
|
|
$
|
(47.7
|
)
|
|
$
|
66.6
|
|
|
2016
|
||
Facility and other exit costs, including impairments
|
$
|
5.7
|
|
Employee severance, termination benefits and relocation costs
|
56.2
|
|
|
Exited contractual commitments and other
|
3.1
|
|
|
|
$
|
65.0
|
|
|
December 31, 2015
|
|
|
|
|
|
December 31, 2016
|
||||||||
|
Balance
|
|
Provision
|
|
Costs Incurred
|
|
Balance
|
||||||||
Facility and other exit costs, including impairments
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
—
|
|
Employee severance, termination benefits and relocation costs
|
0.8
|
|
|
56.2
|
|
|
(18.8
|
)
|
|
38.2
|
|
||||
Exited contractual commitments and other
|
—
|
|
|
3.1
|
|
|
(2.6
|
)
|
|
0.5
|
|
||||
|
$
|
0.8
|
|
|
$
|
65.0
|
|
|
$
|
(27.1
|
)
|
|
$
|
38.7
|
|
Segment
|
2016
|
|
2015
|
|
2014
|
||||||
Writing
|
$
|
9.9
|
|
|
$
|
9.3
|
|
|
$
|
9.8
|
|
Home Solutions
(1)
|
(1.9
|
)
|
|
5.8
|
|
|
1.6
|
|
|||
Tools
|
0.6
|
|
|
2.9
|
|
|
4.5
|
|
|||
Commercial Products
|
3.0
|
|
|
2.2
|
|
|
3.2
|
|
|||
Baby & Parenting
(1)
|
3.2
|
|
|
3.6
|
|
|
2.1
|
|
|||
Branded Consumables
|
10.5
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
11.6
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
10.8
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
27.1
|
|
|
53.4
|
|
|
31.6
|
|
|||
|
$
|
74.9
|
|
|
$
|
77.2
|
|
|
$
|
52.8
|
|
(1)
|
Includes
$0.3 million
of restructuring costs in the Home Solutions segment associated with the integration of Ignite and bubba for 2015 and
$2.9 million
of restructuring costs for 2015 in the Baby & Parenting segment associated with the integration of Baby Jogger.
|
|
2016
|
|
2015
|
||||
Materials and supplies
|
$
|
350.7
|
|
|
$
|
117.3
|
|
Work-in-process
|
236.1
|
|
|
108.0
|
|
||
Finished products
|
1,529.2
|
|
|
496.5
|
|
||
|
$
|
2,116.0
|
|
|
$
|
721.8
|
|
|
2016
|
|
2015
|
||||
Land
|
$
|
108.4
|
|
|
$
|
20.2
|
|
Buildings and improvements
|
653.0
|
|
|
350.8
|
|
||
Machinery and equipment
|
2,454.6
|
|
|
1,743.7
|
|
||
|
3,216.0
|
|
|
2,114.7
|
|
||
Accumulated depreciation
|
(1,672.6
|
)
|
|
(1,515.5
|
)
|
||
|
$
|
1,543.4
|
|
|
$
|
599.2
|
|
Segment
|
December 31,
2015
Balance
|
Acquisitions
(1)
|
Other Adjustments
(2)
|
Foreign Currency
|
December 31,
2016
Balance
|
||||||||||
Writing
|
$
|
1,359.0
|
|
$
|
502.9
|
|
$
|
—
|
|
$
|
(14.7
|
)
|
$
|
1,847.2
|
|
Home Solutions
|
361.1
|
|
578.4
|
|
—
|
|
—
|
|
939.5
|
|
|||||
Tools
|
474.4
|
|
249.6
|
|
(713.6
|
)
|
(5.3
|
)
|
5.1
|
|
|||||
Commercial Products
|
387.3
|
|
239.3
|
|
—
|
|
(0.9
|
)
|
625.7
|
|
|||||
Baby & Parenting
|
209.4
|
|
375.5
|
|
—
|
|
0.4
|
|
585.3
|
|
|||||
Branded Consumables
|
—
|
|
3,180.1
|
|
(12.5
|
)
|
(50.0
|
)
|
3,117.6
|
|
|||||
Consumer Solutions
|
—
|
|
938.6
|
|
(28.5
|
)
|
(5.3
|
)
|
904.8
|
|
|||||
Outdoor Solutions
|
—
|
|
1,810.7
|
|
(7.9
|
)
|
(5.6
|
)
|
1,797.2
|
|
|||||
Process Solutions
|
—
|
|
396.5
|
|
—
|
|
—
|
|
396.5
|
|
|||||
|
$
|
2,791.2
|
|
$
|
8,271.6
|
|
$
|
(762.5
|
)
|
$
|
(81.4
|
)
|
$
|
10,218.9
|
|
Segment
|
December 31,
2014
Balance
|
Acquisitions
(3)
|
Other Adjustments
(4)
|
Foreign Currency
|
December 31,
2015
Balance
|
||||||||||
Writing
|
$
|
1,090.9
|
|
$
|
373.5
|
|
$
|
(50.0
|
)
|
$
|
(55.4
|
)
|
$
|
1,359.0
|
|
Home Solutions
|
379.3
|
|
1.0
|
|
(19.2
|
)
|
—
|
|
361.1
|
|
|||||
Tools
|
478.6
|
|
—
|
|
—
|
|
(4.2
|
)
|
474.4
|
|
|||||
Commercial Products
|
387.5
|
|
—
|
|
—
|
|
(0.2
|
)
|
387.3
|
|
|||||
Baby & Parenting
|
209.7
|
|
—
|
|
—
|
|
(0.3
|
)
|
209.4
|
|
|||||
|
$
|
2,546.0
|
|
$
|
374.5
|
|
$
|
(69.2
|
)
|
$
|
(60.1
|
)
|
$
|
2,791.2
|
|
(1)
|
Amounts primarily represent the preliminary estimate of goodwill attributable to the Jarden Acquisition and the preliminary allocation of goodwill to the Company’s segments.
|
(2)
|
Includes amounts reclassified to assets held for sale.
|
(3)
|
On October 22, 2015, the Company acquired Elmer’s Products Inc. for
$571.4 million
, of which
$373.5 million
was preliminarily allocated to goodwill.
|
(4)
|
During the year ended December 31, 2015, the Company sold Endicia, including
$50.0 million
of goodwill. Endicia was included in the Company’s Writing segment. The Company also reclassified
$19.2 million
of Décor goodwill to assets held for sale.
|
|
2016
|
|
2015
|
|
|
||||||||||||||||
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Book Value
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Book Value
|
|
Amortization Periods
(in years)
|
||||||||||||
Trade names — indefinite life
|
$
|
9,935.1
|
|
$
|
—
|
|
$
|
9,935.1
|
|
|
$
|
653.4
|
|
$
|
—
|
|
$
|
653.4
|
|
|
N/A
|
Trade names — other
|
286.3
|
|
(34.2
|
)
|
252.1
|
|
|
46.0
|
|
(30.0
|
)
|
16.0
|
|
|
3–30 years
|
||||||
Capitalized software
|
482.0
|
|
(252.9
|
)
|
229.1
|
|
|
465.6
|
|
(252.7
|
)
|
212.9
|
|
|
3–12 years
|
||||||
Patents and intellectual property
|
227.9
|
|
(105.0
|
)
|
122.9
|
|
|
142.8
|
|
(89.9
|
)
|
52.9
|
|
|
3–14 years
|
||||||
Customer relationships & distributor channels
|
3,761.7
|
|
(204.0
|
)
|
3,557.7
|
|
|
231.9
|
|
(104.5
|
)
|
127.4
|
|
|
3–30 years
|
||||||
Other
|
25.9
|
|
(11.0
|
)
|
14.9
|
|
|
4.2
|
|
(3.1
|
)
|
1.1
|
|
|
3–5 years
|
||||||
|
$
|
14,718.9
|
|
$
|
(607.1
|
)
|
$
|
14,111.8
|
|
|
$
|
1,543.9
|
|
$
|
(480.2
|
)
|
$
|
1,063.7
|
|
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
$316.8
|
$311.5
|
$288.2
|
$237.7
|
$210.3
|
|
2016
|
|
2015
|
||||
Customer accruals
|
$
|
432.4
|
|
|
$
|
314.8
|
|
Accruals for manufacturing, marketing and freight expenses
|
89.3
|
|
|
73.0
|
|
||
Accrued self-insurance liabilities, contingencies and warranty
|
370.3
|
|
|
86.2
|
|
||
Accrued income taxes
|
64.9
|
|
|
67.4
|
|
||
Accrued interest expense
|
108.5
|
|
|
18.1
|
|
||
Other
|
399.5
|
|
|
169.4
|
|
||
Other accrued liabilities
|
$
|
1,464.9
|
|
|
$
|
728.9
|
|
|
2016
|
|
2015
|
||||
2.05% senior notes due 2017
|
$
|
349.4
|
|
|
$
|
348.7
|
|
6.25% senior notes due 2018
|
249.8
|
|
|
249.7
|
|
||
2.15% senior notes due 2018
|
298.9
|
|
|
298.3
|
|
||
2.60% senior notes due 2019
|
995.0
|
|
|
—
|
|
||
2.875% senior notes due 2019
|
347.9
|
|
|
347.2
|
|
||
4.70% senior notes due 2020
|
380.0
|
|
|
379.7
|
|
||
3.15% senior notes due 2021
|
991.7
|
|
|
—
|
|
||
3.75% senior notes due 2021
|
326.9
|
|
|
—
|
|
||
4.00% senior notes due 2022
|
248.5
|
|
|
248.2
|
|
||
3.85% senior notes due 2023
|
1,737.0
|
|
|
—
|
|
||
5.00% senior notes due 2023
|
314.1
|
|
|
—
|
|
||
4.00% senior notes due 2024
|
495.2
|
|
|
494.6
|
|
||
3.90% senior notes due 2025
|
296.8
|
|
|
296.4
|
|
||
4.20% senior notes due 2026
|
1,981.0
|
|
|
—
|
|
||
6.11% senior notes due 2028
|
1.5
|
|
|
1.5
|
|
||
5.375% senior notes due 2036
|
494.7
|
|
|
—
|
|
||
5.50% senior notes due 2046
|
1,725.7
|
|
|
—
|
|
||
Hedge accounting impact of interest rate swaps
|
(5.9
|
)
|
|
(3.1
|
)
|
||
Gain on settled interest rate swap
|
7.2
|
|
|
12.9
|
|
||
Term loan
|
399.5
|
|
|
—
|
|
||
Commercial paper
|
—
|
|
|
—
|
|
||
Receivables facilities
|
187.4
|
|
|
350.0
|
|
||
Other debt
|
70.5
|
|
|
33.8
|
|
||
Total debt
|
11,892.8
|
|
|
3,057.9
|
|
||
Short-term debt and current portion of long-term debt
|
(601.9
|
)
|
|
(388.8
|
)
|
||
Long-term debt
|
$
|
11,290.9
|
|
|
$
|
2,669.1
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
$599.0
|
$558.8
|
$1,750.0
|
$381.3
|
$1,312.4
|
$7,353.8
|
$11,955.3
|
|
|
|
|
Assets
|
|
|
|
Liabilities
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
Balance Sheet Location
|
|
2016
|
|
2015
|
|
Balance Sheet Location
|
|
2016
|
|
2015
|
||||||||
Interest rate swaps
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
Other noncurrent liabilities
|
|
$
|
5.9
|
|
|
$
|
5.3
|
|
Forward-starting interest rate swaps
|
|
Prepaid expenses and other
|
|
—
|
|
|
0.1
|
|
|
Other accrued liabilities
|
|
—
|
|
|
3.2
|
|
||||
Cross-currency interest rate swaps
|
|
Other assets
|
|
0.7
|
|
|
0.6
|
|
|
Other noncurrent liabilities
|
|
16.3
|
|
|
3.3
|
|
||||
Foreign exchange contracts on forecasted transactions
|
|
Prepaid expenses and other and Other assets
|
|
14.2
|
|
|
6.6
|
|
|
Other accrued liabilities
|
|
3.4
|
|
|
0.1
|
|
||||
Foreign exchange contracts on intercompany borrowings
|
|
Prepaid expenses and other
|
|
—
|
|
|
—
|
|
|
Other accrued liabilities
|
|
—
|
|
|
1.6
|
|
||||
Subtotal
|
|
|
|
14.9
|
|
|
9.5
|
|
|
|
|
25.6
|
|
|
13.5
|
|
||||
Derivatives not designated as effective hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
18.2
|
|
|
—
|
|
|
Other accrued liabilities
|
|
10.9
|
|
|
—
|
|
||||
Commodity contracts
|
|
Prepaid expenses and other
|
|
0.2
|
|
|
—
|
|
|
Other accrued liabilities
|
|
0.3
|
|
|
—
|
|
||||
Subtotal
|
|
|
|
18.4
|
|
|
—
|
|
|
|
|
11.2
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
33.3
|
|
|
$
|
9.5
|
|
|
|
|
$
|
36.8
|
|
|
$
|
13.5
|
|
Derivatives in cash flow hedging relationships
|
|
Location of gain (loss)
recognized in income
|
|
Amount of gain (loss) reclassified from AOCI into income
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||
Foreign exchange contracts on forecasted transactions
|
|
Cost of products sold,
intercompany sales,
third party sales
|
|
$
|
7.4
|
|
|
$
|
16.2
|
|
|
$
|
5.9
|
|
Foreign exchange contracts on intercompany borrowings
|
|
Other expense, net
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Forward-starting interest rate swaps
|
|
Interest expense, net
|
|
(6.2
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|||
Cross-currency interest rate swaps on intercompany borrowings
|
|
Other expense, net
|
|
(13.2
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||
|
|
|
|
$
|
(12.0
|
)
|
|
$
|
14.3
|
|
|
$
|
5.5
|
|
Derivatives in cash flow hedging relationships
|
|
Amount of gain (loss) recognized in AOCI
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
Foreign exchange contracts on forecasted transactions
|
|
$
|
31.2
|
|
|
$
|
15.5
|
|
|
$
|
11.6
|
|
Foreign exchange contracts on intercompany borrowings
|
|
0.1
|
|
|
0.3
|
|
|
3.3
|
|
|||
Forward-starting interest rate swaps
|
|
(88.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|||
Cross-currency interest rate swaps on intercompany borrowings
|
|
(13.0
|
)
|
|
(2.7
|
)
|
|
—
|
|
|||
|
|
$
|
(69.8
|
)
|
|
$
|
10.0
|
|
|
$
|
14.9
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
$219.1
|
$189.4
|
$150.8
|
$113.8
|
$91.4
|
$260.8
|
$1,025.3
|
|
U.S.
|
|
International
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
937.7
|
|
|
$
|
1,060.7
|
|
|
$
|
613.6
|
|
|
$
|
671.7
|
|
Service cost
|
2.7
|
|
|
3.2
|
|
|
6.6
|
|
|
5.8
|
|
||||
Interest cost
|
45.1
|
|
|
41.3
|
|
|
17.5
|
|
|
19.6
|
|
||||
Actuarial (gain) loss
|
(16.3
|
)
|
|
(91.9
|
)
|
|
104.2
|
|
|
(51.8
|
)
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
(107.9
|
)
|
|
(34.7
|
)
|
||||
Benefits paid
|
(98.2
|
)
|
|
(140.4
|
)
|
|
(25.3
|
)
|
|
(28.7
|
)
|
||||
Acquisitions
|
721.2
|
|
|
64.8
|
|
|
64.8
|
|
|
11.2
|
|
||||
Curtailments, settlements and other
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|
20.5
|
|
||||
Benefit obligation at end of year
(1)
|
$
|
1,592.2
|
|
|
$
|
937.7
|
|
|
$
|
647.4
|
|
|
$
|
613.6
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
722.9
|
|
|
$
|
752.0
|
|
|
$
|
560.3
|
|
|
$
|
584.4
|
|
Actual return on plan assets
|
70.7
|
|
|
(14.0
|
)
|
|
112.4
|
|
|
(7.0
|
)
|
||||
Contributions
|
12.0
|
|
|
83.1
|
|
|
16.4
|
|
|
14.5
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
(105.9
|
)
|
|
(26.9
|
)
|
||||
Benefits paid
|
(98.2
|
)
|
|
(140.4
|
)
|
|
(25.3
|
)
|
|
(28.7
|
)
|
||||
Acquisitions
|
523.2
|
|
|
42.2
|
|
|
34.0
|
|
|
15.0
|
|
||||
Settlements and other
|
—
|
|
|
—
|
|
|
(26.6
|
)
|
|
9.0
|
|
||||
Fair value of plan assets at end of year
|
$
|
1,230.6
|
|
|
$
|
722.9
|
|
|
$
|
565.3
|
|
|
$
|
560.3
|
|
Funded status at end of year
|
$
|
(361.6
|
)
|
|
$
|
(214.8
|
)
|
|
$
|
(82.1
|
)
|
|
$
|
(53.3
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid benefit cost, included in other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.7
|
|
|
$
|
35.9
|
|
Accrued current benefit cost, included in other accrued liabilities
|
(12.5
|
)
|
|
(9.6
|
)
|
|
(4.4
|
)
|
|
(3.3
|
)
|
||||
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(349.1
|
)
|
|
(205.2
|
)
|
|
(126.4
|
)
|
|
(85.9
|
)
|
||||
Total
|
$
|
(361.6
|
)
|
|
$
|
(214.8
|
)
|
|
$
|
(82.1
|
)
|
|
$
|
(53.3
|
)
|
|
U.S.
|
|
International
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Assumptions:
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.98
|
%
|
|
4.23
|
%
|
|
2.35
|
%
|
|
3.37
|
%
|
||||
Long-term rate of compensation increase
|
2.50
|
%
|
|
2.50
|
%
|
|
3.53
|
%
|
|
3.58
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
(1)
|
$
|
1,592.2
|
|
|
$
|
937.7
|
|
|
$
|
635.1
|
|
|
$
|
604.6
|
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
1,941.9
|
|
|
$
|
1,253.7
|
|
Fair value of plan assets
|
1,449.5
|
|
|
948.4
|
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Accumulated benefit obligation
|
$
|
1,933.2
|
|
|
$
|
1,249.9
|
|
Fair value of plan assets
|
1,449.5
|
|
|
948.4
|
|
|
U.S.
|
|
International
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
3.2
|
|
|
$
|
4.1
|
|
|
$
|
6.6
|
|
|
$
|
5.8
|
|
|
$
|
5.9
|
|
Interest cost
|
45.1
|
|
|
41.3
|
|
|
45.1
|
|
|
17.5
|
|
|
19.6
|
|
|
25.3
|
|
||||||
Expected return on plan assets
|
(69.1
|
)
|
|
(58.0
|
)
|
|
(57.5
|
)
|
|
(20.8
|
)
|
|
(22.1
|
)
|
|
(26.6
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service (credit) cost
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Actuarial loss
|
21.8
|
|
|
26.2
|
|
|
24.2
|
|
|
2.2
|
|
|
3.4
|
|
|
3.2
|
|
||||||
Curtailment, settlement and termination benefit costs
|
—
|
|
|
52.1
|
|
|
65.4
|
|
|
2.9
|
|
|
0.4
|
|
|
(0.1
|
)
|
||||||
Net pension cost
|
$
|
0.4
|
|
|
$
|
64.7
|
|
|
$
|
81.3
|
|
|
$
|
8.9
|
|
|
$
|
7.1
|
|
|
$
|
7.6
|
|
|
U.S.
|
|
International
|
||||||||||||||
Assumptions:
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Effective discount rate for benefit obligations
|
4.06
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
3.29
|
%
|
|
3.03
|
%
|
|
4.21
|
%
|
Effective rate for interest on benefit obligations
|
3.21
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
2.92
|
%
|
|
3.03
|
%
|
|
4.21
|
%
|
Effective rate for service cost
|
4.16
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
3.39
|
%
|
|
3.03
|
%
|
|
4.21
|
%
|
Effective rate for interest on service cost
|
3.67
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
3.35
|
%
|
|
3.03
|
%
|
|
4.21
|
%
|
Long-term rate of return on plan assets
|
6.34
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
3.93
|
%
|
|
3.86
|
%
|
|
5.01
|
%
|
Long-term rate of compensation increase
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
3.51
|
%
|
|
3.60
|
%
|
|
4.21
|
%
|
|
|
Plan Assets - Domestic Plans
|
||||||||||||||||||||||
|
|
December 31, 2016
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
NAV-Based
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
Assets
|
|
Total
|
||||||||||||
Equity securities and funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
$
|
149.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149.8
|
|
|
$
|
120.6
|
|
|
$
|
270.4
|
|
International
|
|
80.4
|
|
|
—
|
|
|
—
|
|
|
80.4
|
|
|
101.2
|
|
|
181.6
|
|
||||||
Fixed income securities and funds
|
|
372.7
|
|
|
—
|
|
|
—
|
|
|
372.7
|
|
|
211.0
|
|
|
583.7
|
|
||||||
Alternative investments
|
|
23.5
|
|
|
—
|
|
|
61.4
|
|
|
84.9
|
|
|
81.2
|
|
|
166.1
|
|
||||||
Cash and other
|
|
12.5
|
|
|
15.2
|
|
|
1.1
|
|
|
28.8
|
|
|
—
|
|
|
28.8
|
|
||||||
Total
|
|
$
|
638.9
|
|
|
$
|
15.2
|
|
|
$
|
62.5
|
|
|
$
|
716.6
|
|
|
$
|
514.0
|
|
|
$
|
1,230.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
December 31, 2015
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
NAV-Based
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
Assets
|
|
Total
|
||||||||||||
Equity securities and funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
|
$
|
25.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.8
|
|
|
$
|
129.1
|
|
|
$
|
154.9
|
|
International
|
|
20.3
|
|
|
—
|
|
|
—
|
|
|
20.3
|
|
|
85.7
|
|
|
106.0
|
|
||||||
Fixed income securities and funds
|
|
307.7
|
|
|
19.7
|
|
|
—
|
|
|
327.4
|
|
|
82.1
|
|
|
409.5
|
|
||||||
Alternative investments
|
|
—
|
|
|
—
|
|
|
26.3
|
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
||||||
Cash and other
|
|
2.6
|
|
|
23.6
|
|
|
—
|
|
|
26.2
|
|
|
—
|
|
|
26.2
|
|
||||||
Total
|
|
$
|
356.4
|
|
|
$
|
43.3
|
|
|
$
|
26.3
|
|
|
$
|
426.0
|
|
|
$
|
296.9
|
|
|
$
|
722.9
|
|
|
|
Plan Assets - International Plans
|
||||||||||||||||||||||
|
|
December 31, 2016
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
NAV-Based
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
Assets
|
|
Total
|
||||||||||||
Equity securities and funds
|
|
$
|
26.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
|
$
|
44.8
|
|
|
$
|
71.0
|
|
Fixed income securities and funds
|
|
164.0
|
|
|
—
|
|
|
5.3
|
|
|
169.3
|
|
|
46.3
|
|
|
215.6
|
|
||||||
Cash and other
|
|
4.7
|
|
|
217.8
|
|
|
13.5
|
|
|
236.0
|
|
|
42.7
|
|
|
278.7
|
|
||||||
Total
|
|
$
|
194.9
|
|
|
$
|
217.8
|
|
|
$
|
18.8
|
|
|
$
|
431.5
|
|
|
$
|
133.8
|
|
|
$
|
565.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
December 31, 2015
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
NAV-Based
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
Assets
|
|
Total
|
||||||||||||
Equity securities and funds
|
|
$
|
70.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70.0
|
|
|
$
|
34.4
|
|
|
$
|
104.4
|
|
Fixed income securities and funds
|
|
—
|
|
|
96.2
|
|
|
—
|
|
|
96.2
|
|
|
81.5
|
|
|
177.7
|
|
||||||
Cash and other
|
|
3.5
|
|
|
207.4
|
|
|
0.6
|
|
|
211.5
|
|
|
66.7
|
|
|
278.2
|
|
||||||
Total
|
|
$
|
73.5
|
|
|
$
|
303.6
|
|
|
$
|
0.6
|
|
|
$
|
377.7
|
|
|
$
|
182.6
|
|
|
$
|
560.3
|
|
|
Total
|
||
Fair value as of December 31, 2014
|
$
|
68.3
|
|
Realized gains
|
5.2
|
|
|
Unrealized (losses) gains
|
(4.9
|
)
|
|
Purchases, sales, settlements, and other, net
|
(41.7
|
)
|
|
Fair value as of December 31, 2015
|
$
|
26.9
|
|
Acquisitions
|
73.6
|
|
|
Realized gains
|
2.2
|
|
|
Unrealized losses
|
(0.6
|
)
|
|
Purchases, sales, settlements and other, net
|
(20.8
|
)
|
|
Fair value as of December 31, 2016
|
$
|
81.3
|
|
|
2016
|
|
2015
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
67.9
|
|
|
$
|
88.1
|
|
Service cost
|
0.1
|
|
|
0.3
|
|
||
Interest cost
|
2.2
|
|
|
3.4
|
|
||
Actuarial loss (gain)
|
3.0
|
|
|
(18.3
|
)
|
||
Benefits paid, net
|
(6.1
|
)
|
|
(5.6
|
)
|
||
Acquisitions
|
7.2
|
|
|
—
|
|
||
Changes in plan benefits
|
0.3
|
|
|
—
|
|
||
Benefit obligation at end of year
|
$
|
74.6
|
|
|
$
|
67.9
|
|
Funded status and net liability recognized at end of year
|
$
|
(74.6
|
)
|
|
$
|
(67.9
|
)
|
|
|
|
|
||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
||
Accrued current benefit cost, included in other accrued liabilities
|
$
|
(6.4
|
)
|
|
$
|
(5.8
|
)
|
Accrued noncurrent benefit cost, included in other noncurrent liabilities
|
(68.2
|
)
|
|
(62.1
|
)
|
||
Total
|
$
|
(74.6
|
)
|
|
$
|
(67.9
|
)
|
|
2016
|
|
2015
|
||
Assumptions:
|
|
|
|
||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
||
Discount rate
|
3.75
|
%
|
|
4.00
|
%
|
Current health care cost trend rate
|
8.67
|
%
|
|
8.70
|
%
|
Ultimate health care cost trend rate
|
4.50
|
%
|
|
4.50
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
1.0
|
|
Interest cost
|
2.2
|
|
|
3.4
|
|
|
4.8
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service benefit
|
(5.2
|
)
|
|
(6.6
|
)
|
|
(6.4
|
)
|
|||
Actuarial (gain) loss
|
(5.2
|
)
|
|
(1.2
|
)
|
|
—
|
|
|||
Net postretirement benefit (income) expense
|
$
|
(8.1
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(0.6
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||
Assumptions:
|
|
|
|
|
|
|||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|||
Effective discount rate for benefits obligations
|
3.97
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Effective rate for interest on benefit obligations
|
3.10
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Effective rate for service cost
|
3.46
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Effective rate for interest on service cost
|
3.19
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
||||||||||||
Pension benefits
|
$
|
126.8
|
|
$
|
126.4
|
|
$
|
127.3
|
|
$
|
130.3
|
|
$
|
130.1
|
|
$
|
647.4
|
|
Postretirement benefits
|
$
|
6.5
|
|
$
|
6.4
|
|
$
|
6.3
|
|
$
|
6.1
|
|
$
|
5.9
|
|
$
|
27.0
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
528.5
|
|
|
$
|
259.3
|
|
|
$
|
373.0
|
|
(Loss) income from discontinued operations, net of tax
|
(0.7
|
)
|
|
90.7
|
|
|
4.8
|
|
|||
Net income
|
$
|
527.8
|
|
|
$
|
350.0
|
|
|
$
|
377.8
|
|
Dividends and equivalents for share-based awards expected to be forfeited
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net income for basic and diluted earnings per share
|
$
|
527.8
|
|
|
$
|
350.1
|
|
|
$
|
377.9
|
|
Denominator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
418.3
|
|
|
267.9
|
|
|
274.2
|
|
|||
Share-based payment awards classified as participating securities
|
1.5
|
|
|
1.4
|
|
|
1.9
|
|
|||
Dilutive effect from Jarden Acquisition
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Denominator for basic earnings per share
|
421.3
|
|
|
269.3
|
|
|
276.1
|
|
|||
Dilutive securities
(1)
|
1.8
|
|
|
2.2
|
|
|
2.8
|
|
|||
Denominator for diluted earnings per share
|
423.1
|
|
|
271.5
|
|
|
278.9
|
|
(1)
|
Dilutive securities include “in the money” options, non-participating restricted stock units and performance stock units. The weighted-average shares outstanding for
2016
,
2015
and
2014
exclude the effect of approximately
0.1 million
,
0.2 million
and
0.2 million
common stock equivalents, 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)
|
5.0
|
|
Performance-Based RSUs (7 times the number of awards)
|
14.4
|
|
Shares available for issuance
|
43.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Restricted stock units
|
63.9
|
|
|
29.2
|
|
|
29.2
|
|
|||
Stock-based compensation
|
$
|
63.9
|
|
|
$
|
29.2
|
|
|
$
|
29.9
|
|
Stock-based compensation, net of income tax benefit of $30.4 million, $12.9 million and $11.5 million in 2016, 2015 and 2014, respectively
|
$
|
33.5
|
|
|
$
|
16.3
|
|
|
$
|
18.4
|
|
|
Shares
|
|
Weighted-Average Exercise Price Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2015
|
1.2
|
|
|
$
|
20
|
|
|
|
|
|
Exercised
|
(0.5
|
)
|
|
$
|
21
|
|
|
|
|
|
Outstanding at December 31, 2016
|
0.7
|
|
|
$
|
20
|
|
|
$
|
17.5
|
|
Exercisable at December 31, 2016
|
0.7
|
|
|
$
|
20
|
|
|
$
|
17.5
|
|
|
Restricted Stock Units
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Outstanding at December 31, 2015
|
2.9
|
|
|
$
|
34
|
|
Granted
|
2.7
|
|
|
$
|
54
|
|
Vested
|
(1.0
|
)
|
|
$
|
26
|
|
Forfeited
|
(0.3
|
)
|
|
$
|
45
|
|
Outstanding at December 31, 2016
|
4.3
|
|
|
$
|
48
|
|
Expected to vest at December 31, 2016
|
4.0
|
|
|
$
|
48
|
|
|
Unrecognized
Compensation Cost
|
|
Weighted-Average Period
of Expense Recognition
(in years)
|
||
Restricted stock units
|
$
|
119.1
|
|
|
2
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
126.6
|
|
|
$
|
103.0
|
|
|
$
|
24.5
|
|
State
|
39.0
|
|
|
18.8
|
|
|
5.9
|
|
|||
Foreign
|
86.8
|
|
|
19.4
|
|
|
19.2
|
|
|||
Total current
|
252.4
|
|
|
141.2
|
|
|
49.6
|
|
|||
Deferred
|
33.4
|
|
|
(7.2
|
)
|
|
39.3
|
|
|||
Total provision
|
$
|
285.8
|
|
|
$
|
134.0
|
|
|
$
|
88.9
|
|
Total provision (benefit) — discontinued operations
|
$
|
(0.2
|
)
|
|
$
|
55.8
|
|
|
$
|
(0.2
|
)
|
Total provision — continuing operations
|
$
|
286.0
|
|
|
$
|
78.2
|
|
|
$
|
89.1
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct) effect of:
|
|
|
|
|
|
|
|
|
State income taxes, net of federal income tax effect
|
4.2
|
|
|
3.0
|
|
|
2.1
|
|
Foreign tax credit
|
1.3
|
|
|
(17.5
|
)
|
|
(5.5
|
)
|
Foreign rate differential
|
(9.8
|
)
|
|
(10.5
|
)
|
|
(7.0
|
)
|
Resolution of tax contingencies, net of increases
|
(2.1
|
)
|
|
1.2
|
|
|
(0.6
|
)
|
Valuation allowance reserve (decrease) increase
|
(3.3
|
)
|
|
0.2
|
|
|
(2.7
|
)
|
Manufacturing deduction
|
(2.2
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
Statutory tax rate change
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
Tools outside basis difference
|
20.2
|
|
|
—
|
|
|
—
|
|
Venezuela deconsolidation
|
—
|
|
|
15.7
|
|
|
—
|
|
Other
|
(3.3
|
)
|
|
(1.9
|
)
|
|
(0.5
|
)
|
Effective rate
|
35.1
|
%
|
|
23.2
|
%
|
|
19.3
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals not currently deductible for tax purposes
|
$
|
285.8
|
|
|
$
|
166.9
|
|
Inventory
|
83.9
|
|
|
4.8
|
|
||
Postretirement liabilities
|
44.0
|
|
|
28.6
|
|
||
Pension liabilities
|
149.8
|
|
|
113.5
|
|
||
Net operating losses
|
361.3
|
|
|
248.3
|
|
||
Foreign tax credits
|
34.0
|
|
|
—
|
|
||
Other
|
193.0
|
|
|
78.8
|
|
||
Total gross deferred tax assets
|
1,151.8
|
|
|
640.9
|
|
||
Less valuation allowance
|
(325.3
|
)
|
|
(291.0
|
)
|
||
Net deferred tax assets after valuation allowance
|
$
|
826.5
|
|
|
$
|
349.9
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Accelerated depreciation
|
$
|
(159.5
|
)
|
|
$
|
(69.7
|
)
|
Amortizable intangibles
|
(5,300.5
|
)
|
|
(463.6
|
)
|
||
Outside basis differences
|
(319.0
|
)
|
|
—
|
|
||
Other
|
(35.0
|
)
|
|
(4.7
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(5,814.0
|
)
|
|
$
|
(538.0
|
)
|
Net deferred tax liabilities
|
$
|
(4,987.5
|
)
|
|
$
|
(188.1
|
)
|
|
|
|
|
||||
Noncurrent deferred income tax assets
|
$
|
95.3
|
|
|
$
|
38.5
|
|
Noncurrent deferred income tax liabilities
|
(5,082.8
|
)
|
|
(226.6
|
)
|
||
|
$
|
(4,987.5
|
)
|
|
$
|
(188.1
|
)
|
|
2016
|
|
2015
|
||||
Unrecognized tax benefits balance at January 1,
|
$
|
162.9
|
|
|
$
|
101.4
|
|
Acquisition related
|
216.4
|
|
|
—
|
|
||
Increases in tax positions for prior years
|
4.8
|
|
|
63.1
|
|
||
Decreases in tax positions for prior years
|
(4.4
|
)
|
|
(19.4
|
)
|
||
Increases in tax positions for current year
|
30.0
|
|
|
21.5
|
|
||
Settlements with taxing authorities
|
(0.1
|
)
|
|
(2.6
|
)
|
||
Lapse of statute of limitations
|
(41.7
|
)
|
|
(1.1
|
)
|
||
Unrecognized tax benefits balance at December 31,
|
$
|
367.9
|
|
|
$
|
162.9
|
|
Fair value as of December 31, 2016
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
14.7
|
|
|
$
|
4.8
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
Derivatives
|
33.3
|
|
|
—
|
|
|
33.3
|
|
|
—
|
|
||||
Total
|
$
|
48.0
|
|
|
$
|
4.8
|
|
|
$
|
43.2
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
36.8
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
|||
Total
|
$
|
36.8
|
|
|
$
|
—
|
|
|
$
|
36.8
|
|
|
$
|
—
|
|
Fair value as of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities, including mutual funds
(1)
|
$
|
6.9
|
|
|
$
|
4.5
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
Derivatives
|
9.5
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
||||
Total
|
$
|
16.4
|
|
|
$
|
4.5
|
|
|
$
|
11.9
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|||
Total
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
|
$
|
—
|
|
(1)
|
The values of investment securities, including mutual funds, are classified as cash and cash equivalents (
$7.9 million
and
$2.0 million
as of December 31,
2016
and
2015
, respectively) and other assets (
$6.8 million
and
$4.9 million
as of December 31,
2016
and
2015
, 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.
|
|
2016
|
|
2015
|
||||||||||||
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
||||||||
Senior notes
|
$
|
11,979.2
|
|
|
$
|
11,234.1
|
|
|
$
|
2,660.7
|
|
|
$
|
2,692.6
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Writing
|
|
Sharpie
®
, Paper Mate
®
, Expo
®
, Prismacolor
®
, Mr. Sketch
®
, Elmer's
®
, X-Acto
®
, Parker
®
, Waterman
®
, Dymo
®
Office
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; fine writing instruments; labeling solutions
|
Home Solutions
|
|
Rubbermaid
®
, Contigo
®
, bubba
®
, Calphalon
®
, Goody
®
|
|
Indoor/outdoor organization, food storage and home storage products; durable beverage containers; gourmet cookware, bakeware and cutlery; 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
®
|
|
Cleaning and refuse products; hygiene systems; material handling solutions
|
Baby & Parenting
|
|
Graco
®
, Baby Jogger
®
, Aprica
®
, Teutonia
®
|
|
Infant and juvenile products such as car seats, strollers, highchairs and playards
|
Branded Consumables
|
|
Yankee Candle
®
, Waddington, Ball
®
, Diamond
®
, First Alert
®
, NUK
®
, Quickie
®
, Pine Mountain
®
|
|
Branded consumer products; consumable and fundamental household staples
|
Consumer Solutions
|
|
Crock-Pot
®
, FoodSaver
®
, Holmes
®
, Mr. Coffee
®
, Oster
®
, Rainbow
®
, Sunbeam
®
|
|
Household products, including kitchen appliances and home environment products
|
Outdoor Solutions
|
|
Coleman
®
, Jostens
®
, Berkley
®
, Shakespeare
®
, Rawlings
®
, Völkl
®
, K2
®
, Marmot
®
|
|
Products for outdoor and outdoor-related activities
|
Process Solutions
|
|
Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products
|
|
Plastic products, including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
(1)
|
|
|
|
|
|
||||||
Writing
|
$
|
1,941.9
|
|
|
$
|
1,763.5
|
|
|
$
|
1,708.9
|
|
Home Solutions
|
1,568.4
|
|
|
1,704.2
|
|
|
1,575.4
|
|
|||
Tools
|
760.7
|
|
|
790.0
|
|
|
852.2
|
|
|||
Commercial Products
|
776.6
|
|
|
809.7
|
|
|
837.1
|
|
|||
Baby & Parenting
|
919.5
|
|
|
848.3
|
|
|
753.4
|
|
|||
Branded Consumables
|
2,839.2
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
1,766.3
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
2,415.9
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
275.5
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
13,264.0
|
|
|
$
|
5,915.7
|
|
|
$
|
5,727.0
|
|
Operating Income
(2)
|
|
|
|
|
|
||||||
Writing
|
$
|
462.7
|
|
|
$
|
430.8
|
|
|
$
|
416.6
|
|
Home Solutions
|
179.2
|
|
|
238.4
|
|
|
196.0
|
|
|||
Tools
|
85.4
|
|
|
85.1
|
|
|
94.6
|
|
|||
Commercial Products
|
113.1
|
|
|
100.8
|
|
|
101.3
|
|
|||
Baby & Parenting
|
114.4
|
|
|
55.2
|
|
|
40.6
|
|
|||
Branded Consumables
|
330.5
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
147.1
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
90.1
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
14.8
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
(74.9
|
)
|
|
(77.2
|
)
|
|
(52.8
|
)
|
|||
Corporate
|
(362.3
|
)
|
|
(231.7
|
)
|
|
(191.6
|
)
|
|||
|
$
|
1,100.1
|
|
|
$
|
601.4
|
|
|
$
|
604.7
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation & Amortization
(2)
|
|
|
|
|
|
||||||
Writing
|
$
|
33.9
|
|
|
$
|
23.9
|
|
|
$
|
25.9
|
|
Home Solutions
|
49.1
|
|
|
45.4
|
|
|
29.7
|
|
|||
Tools
|
16.7
|
|
|
16.6
|
|
|
15.3
|
|
|||
Commercial Products
|
17.5
|
|
|
16.9
|
|
|
21.4
|
|
|||
Baby & Parenting
|
16.2
|
|
|
15.0
|
|
|
11.1
|
|
|||
Branded Consumables
|
118.4
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
30.6
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
86.7
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
24.5
|
|
|
—
|
|
|
—
|
|
|||
Corporate
(2)
|
43.6
|
|
|
52.3
|
|
|
50.4
|
|
|||
|
$
|
437.2
|
|
|
$
|
170.1
|
|
|
$
|
153.8
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures
(3)
|
|
|
|
|
|
||||||
Writing
|
$
|
61.8
|
|
|
$
|
39.5
|
|
|
$
|
34.3
|
|
Home Solutions
|
59.8
|
|
|
47.6
|
|
|
31.1
|
|
|||
Tools
|
19.1
|
|
|
19.2
|
|
|
18.4
|
|
|||
Commercial Products
|
22.9
|
|
|
31.1
|
|
|
27.6
|
|
|||
Baby & Parenting
|
12.5
|
|
|
14.1
|
|
|
8.7
|
|
|||
Branded Consumables
|
106.7
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
13.8
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
56.3
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
15.9
|
|
|
—
|
|
|
—
|
|
|||
Corporate
(3)
|
72.6
|
|
|
58.7
|
|
|
40.1
|
|
|||
|
$
|
441.4
|
|
|
$
|
210.2
|
|
|
$
|
160.2
|
|
|
2016
|
|
2015
|
||||
Identifiable Assets
|
|
|
|
||||
Writing
|
$
|
3,152.0
|
|
|
$
|
1,286.5
|
|
Home Solutions
|
1,757.8
|
|
|
776.7
|
|
||
Tools
|
1,756.7
|
|
|
578.8
|
|
||
Commercial Products
|
989.2
|
|
|
351.7
|
|
||
Baby & Parenting
|
1,048.0
|
|
|
485.1
|
|
||
Branded Consumables
|
11,103.1
|
|
|
—
|
|
||
Consumer Solutions
|
5,298.8
|
|
|
—
|
|
||
Outdoor Solutions
|
6,975.3
|
|
|
—
|
|
||
Process Solutions
|
1,020.6
|
|
|
—
|
|
||
Corporate
(4)
|
736.0
|
|
|
3,780.7
|
|
||
|
$
|
33,837.5
|
|
|
$
|
7,259.5
|
|
Geographic Area Information
|
|
|
|
|
|
||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
(1) (5)
|
|
|
|
|
|
||||||
United States
|
$
|
9,518.4
|
|
|
$
|
4,291.8
|
|
|
$
|
3,945.1
|
|
Canada
|
720.1
|
|
|
249.8
|
|
|
284.3
|
|
|||
Total North America
|
10,238.5
|
|
|
4,541.6
|
|
|
4,229.4
|
|
|||
Europe, Middle East and Africa
|
1,659.0
|
|
|
591.1
|
|
|
683.5
|
|
|||
Latin America
|
643.6
|
|
|
408.5
|
|
|
409.9
|
|
|||
Asia Pacific
|
722.9
|
|
|
374.5
|
|
|
404.2
|
|
|||
Total International
|
3,025.5
|
|
|
1,374.1
|
|
|
1,497.6
|
|
|||
|
$
|
13,264.0
|
|
|
$
|
5,915.7
|
|
|
$
|
5,727.0
|
|
Operating Income (Loss)
(2)
|
|
|
|
|
|
||||||
United States
|
$
|
746.3
|
|
|
$
|
440.1
|
|
|
$
|
405.2
|
|
Canada
|
111.1
|
|
|
53.4
|
|
|
62.7
|
|
|||
Total North America
|
857.4
|
|
|
493.5
|
|
|
467.9
|
|
|||
Europe, Middle East and Africa
|
188.9
|
|
|
57.1
|
|
|
82.0
|
|
|||
Latin America
|
6.3
|
|
|
43.4
|
|
|
39.1
|
|
|||
Asia Pacific
|
47.5
|
|
|
7.4
|
|
|
15.7
|
|
|||
Total International
|
242.7
|
|
|
107.9
|
|
|
136.8
|
|
|||
|
$
|
1,100.1
|
|
|
$
|
601.4
|
|
|
$
|
604.7
|
|
(1)
|
All intercompany transactions have been eliminated. Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to approximately
13.5%
,
10.9%
and
10.6%
of consolidated net sales in
2016
,
2015
and
2014
, 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. Depreciation and amortization excludes
$1.5 million
and
$2.3 million
included in discontinued operations for
2015
and
2014
, respectively.
|
(3)
|
Corporate capital expenditures includes capital expenditures related to the SAP and other software implementations and corporate property, plant and equipment. Capital expenditures exclude
$1.2 million
and
$1.7 million
associated with discontinued operations in
2015
and
2014
, respectively.
|
(4)
|
Corporate assets primarily include goodwill (in 2015), 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.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Writing:
|
|
|
|
|
|
||||||
Writing instruments
|
$
|
1,469.8
|
|
|
$
|
1,501.3
|
|
|
$
|
1,451.3
|
|
Adhesive and cutting products
|
243.5
|
|
|
36.3
|
|
|
—
|
|
|||
Technology solutions
|
228.6
|
|
|
225.9
|
|
|
257.6
|
|
|||
|
1,941.9
|
|
|
1,763.5
|
|
|
1,708.9
|
|
|||
Home Solutions:
|
|
|
|
|
|
||||||
Home and food storage products
|
1,058.7
|
|
|
1,033.0
|
|
|
867.5
|
|
|||
Décor
|
141.8
|
|
|
300.8
|
|
|
315.3
|
|
|||
Other
|
367.9
|
|
|
370.4
|
|
|
392.6
|
|
|||
|
1,568.4
|
|
|
1,704.2
|
|
|
1,575.4
|
|
|||
Tools
|
760.7
|
|
|
790.0
|
|
|
852.2
|
|
|||
Commercial Products
|
776.6
|
|
|
809.7
|
|
|
837.1
|
|
|||
Baby & Parenting
|
919.5
|
|
|
848.3
|
|
|
753.4
|
|
|||
Branded Consumables
|
2,839.2
|
|
|
—
|
|
|
—
|
|
|||
Consumer Solutions
|
1,766.3
|
|
|
—
|
|
|
—
|
|
|||
Outdoor Solutions
|
2,415.9
|
|
|
—
|
|
|
—
|
|
|||
Process Solutions
|
275.5
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
13,264.0
|
|
|
$
|
5,915.7
|
|
|
$
|
5,727.0
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures: as of
December 31, 2016
, 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 as of
December 31, 2016
.
|
(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.
|
(c)
|
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, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
2.1
|
Agreement and Plan of Merger, dated as of December 13, 2015, by and among Newell Rubbermaid Inc., Jarden Corporation, NCPF Acquisition Corp. I and NCPF Acquisition Corp. II (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 13, 2015, File No. 001-09608).
|
2.2
|
Stock and Asset Purchase Agreement, dated as of October 12, 2016, by and between Newell Brands Inc. and Stanley Black & Decker, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 12, 2016, File No. 001-09608).
|
3.1
|
Restated Certificate of Incorporation of Newell Brands Inc., as amended as of April 15, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 15, 2016, File No. 001-09608).
|
3.2
|
By-Laws of Newell Brands Inc., as amended April 15, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated April 15, 2016, File No. 001-09608).
|
4.1
|
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).
|
4.2
|
Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. , as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 11, 2012, File No. 001-09608).
|
4.3
|
Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 14, 2014).
|
4.4
|
Specimen Stock Certificate for Newell Brands Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016).
|
4.5
|
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. 001-09608).
|
4.6
|
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, File No. 001-09608).
|
4.7
|
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., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated June 11, 2012, File No. 001-09608).
|
4.8
|
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. , as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 29, 2012, File No. 001-09608).
|
4.9
|
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, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 14, 2014, File No. 001-09608).
|
4.10
|
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, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 14, 2014, File No. 001-09608).
|
4.11
|
Form of 2.150% Note due 2018 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 14, 2015, File No. 001-09608).
|
4.12
|
Form of 3.900% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 14, 2015, File No. 001-09608).
|
4.13
|
Form of 2.600% note due 2019 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.14
|
Form of 3.150% note due 2021 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.15
|
Form of 3.850% note due 2023 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.16
|
Form of 4.200% note due 2026 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.17
|
Form of 5.375% note due 2036 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.18
|
Form of 5.500% note due 2046 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No. 001-09608).
|
4.19
|
Form of 3 3/4% note due 2021 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee.
|
4.20
|
Form of 5% note due 2023 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee.
|
10.1*
|
Newell Rubbermaid Inc. 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).
|
10.2*
|
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).
|
10.3*
|
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, File No. 001-09068).
|
10.4*
|
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).
|
10.5*
|
First Amendment to the Newell Rubbermaid 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, File No. 001-09068).
|
10.6*
|
Newell Rubbermaid 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).
|
10.7*
|
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).
|
10.8*
|
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, File No. 001-09068).
|
10.9*
|
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, File No. 001-09068).
|
10.10*
|
Newell Rubbermaid Inc. 2013 Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement dated March 28, 2013, File No. 001-09068).
|
10.11*
|
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).
|
10.12*
|
Form of Michael B. Polk Stock 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, File No. 001-09068).
|
10.13*
|
Performance-Based Restricted Stock Unit Award Agreement of Mark Tarchetti dated May 10, 2016 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.14*
|
Performance-Based Restricted Stock Unit Award Agreement of Ralph Nicoletti dated June 8, 2016 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.15*
|
Performance-Based Restricted Stock Unit Award Agreement of Fiona Laird, dated May 31, 2016.
|
10.16*
|
Form of Agreement for Restricted Stock Unit Award Granted to Paula S. Larson on December 16, 2013 (incorporated by reference to Exhibit 10.23 to the Company’s Report on Form 10-K for the year ended December 31, 2014, File No. 001-09068).
|
10.17*
|
2014 Restricted Stock Unit Equivalent Award Agreement dated as of December 28, 2015 between Newell Rubbermaid Inc. and Mark S. Tarchetti (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 22, 2015, File No. 001-09068).
|
10.18*
|
2015 Restricted Stock Unit Equivalent Award Agreement dated as of December 28, 2015 between Newell Rubbermaid Inc. and Mark S. Tarchetti (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 22, 2015, File No. 001-09068).
|
10.19*
|
Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 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, File No. 001-09068).
|
10.20*
|
Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February 10, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 10, 2015, File No. 001-09068).
|
10.21*
|
Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended May 10, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 10, 2016, File No. 001-09068).
|
10.22*
|
Form of Stock Option Agreement under the Newell Rubbermaid Inc. 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, File No. 001-09068, File No. 001-09068).
|
10.23*
|
Form of Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2010 Stock Plan for 2013Awards (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, File No. 001-09068).
|
10.24*
|
Form of Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Awards to 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, File No. 001-09068).
|
10.25*
|
Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 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, File No. 001-09068).
|
10.26*
|
Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees as Amended February 10, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated February 10, 2015, File No. 001-09068).
|
10.27*
|
Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as Amended May 10, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 13, 2016, File No. 001-09068).
|
10.28*
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan 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, File No. 001-09068).
|
10.29*
|
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, File No. 001-09068).
|
10.30*
|
Form of Employment Security Agreement between the Company and the named executive officers of the Company other than the Chief Executive Officer (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 001-09068).
|
10.31*
|
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).
|
10.32*
|
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, File No. 001-09068).
|
10.33*
|
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, File No. 001-09068).
|
10.34*
|
Amendment to Written Compensation Arrangement with Michael B. Polk dated May 11, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.35*
|
Compensation Arrangement with Mark Tarchetti dated May 12, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.36*
|
Compensation Arrangement with William A. Burke III, dated May 12, 2016 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.37*
|
Compensation Arrangement with Ralph Nicoletti dated May 12, 2016 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.38*
|
Compensation Arrangement with Fiona Laird dated May 25, 2016.
|
10.39*
|
Separation Agreement and General Release, dated as of March 10, 2016, by and between Newell Rubbermaid Inc. and Paula Larson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2016, File No. 001-09068).
|
10.40*
|
Separation Agreement and General Release, dated as of May 12, 2016, by and between Newell Brands Inc. and John K. Stipancich (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.41*
|
Separation Agreement and General Release, dated as of July 28, 2016, by and between Newell Brands Inc. and Joseph A. Arcuri (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 28, 2016, File No. 001-09068).
|
10.42
|
Advisory Services Agreement, dated as of December 13, 2015, by and among Newell Rubbermaid Inc. and Mariposa Capital, LLC (incorporated by reference to Exhibit 10.2 of Amendment No. 1 to Newell’s Registration Statement on Form S-4/A filed on February 17, 2016, File No. 333-208989).
|
10.43
|
Assignment and Assumption Agreement dated as of April 25, 2016 by and between Mariposa Capital, LLC and Mariposa Associates, LLC whereby Mariposa Capital, LLC assigns its rights, duties and obligations under the Advisory Services Agreement, dated as of December 13, 2015, by and among Newell Rubbermaid Inc. and Mariposa Capital, LLC to Mariposa Associates, LLC (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 001-09068).
|
10.44*
|
Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Martin E. Franklin (incorporated by reference to Exhibit 10.4 of Jarden Corporation’s Current Report on Form 8-K dated December 17, 2015, File No. 001-13665).
|
10.45*
|
Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Ian G.H. Ashken (incorporated by reference to Exhibit 10.5 of Jarden Corporation’s Current Report on Form 8-K dated December 17, 2015, File No. 001-13665).
|
10.46
|
Amended and Restated Credit Agreement dated as of January 26, 2016 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the guarantors 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 January 26, 2016, File No. 001-09068).
|
10.47
|
Term Loan Credit Agreement dated as of January 26, 2016 among Newell Rubbermaid Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 26, 2016, File No. 001-09068).
|
10.48
|
Loan and Servicing Agreement, dated as of October 3, 2016, among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, Wells Fargo Bank, National Association, as Issuing Lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 3, 2016, File No. 001-09068).
|
10.49
|
Omnibus Amendment, dated as of December 16, 2016 among Jarden Receivables, LLC, Originator parties thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto.
|
12
|
Statement of Computation of Earnings to Fixed Charges.
|
21.1
|
Significant Subsidiaries of the Company.
|
23.1
|
Consent of PricewaterhouseCoopers LLP.
|
23.2
|
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 BRANDS INC.
|
||
Registrant
|
||
|
|
|
By
|
|
/s/ Ralph J. Nicoletti
|
|
|
Ralph J. Nicoletti
|
Title
|
|
Executive Vice President, Chief Financial Officer
|
Date
|
|
March 1, 2017
|
Signature
|
|
Title
|
/s/ Michael B. Polk
|
|
President, Chief Executive Officer and Director
|
Michael B. Polk
|
|
|
|
|
|
/s/ Ralph J. Nicoletti
|
|
Executive Vice President, Chief Financial Officer
|
Ralph J. Nicoletti
|
|
|
|
|
|
/s/ James L. Cunningham, III
|
|
Senior Vice President, Chief Accounting Officer
|
James L. Cunningham, III
|
|
|
|
|
|
/s/ Michael T. Cowhig
|
|
Chairman of the Board and Director
|
Michael T. Cowhig
|
|
|
|
|
|
/s/ Ian G. H. Ashken
|
|
Director
|
Ian G. H. Ashken
|
|
|
|
|
|
/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/ Domenico De Sole
|
|
Director
|
Domenico De Sole
|
|
|
|
|
|
/s/ Martin E. Franklin
|
|
Director
|
Martin E. Franklin
|
|
|
|
|
|
/s/ Ros L'Esperance
|
|
Director
|
Ros L'Esperance
|
|
|
|
|
|
/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, 2016
|
$
|
22.0
|
|
$
|
125.9
|
|
$
|
(1.7
|
)
|
$
|
(107.7
|
)
|
$
|
38.5
|
|
Year Ended December 31, 2015
|
25.3
|
|
41.4
|
|
0.2
|
|
(44.9
|
)
|
22.0
|
|
|||||
Year Ended December 31, 2014
|
38.0
|
|
49.2
|
|
(1.6
|
)
|
(60.3
|
)
|
25.3
|
|
(1)
|
The provision amounts include accounts receivable reserve charges included in discontinued operations of
$0.6 million
for the year ended December 31, 2014.
|
(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, 2016
|
$
|
32.9
|
|
$
|
33.0
|
|
$
|
(0.2
|
)
|
$
|
(19.8
|
)
|
$
|
45.9
|
|
Year Ended December 31, 2015
|
32.6
|
|
23.3
|
|
0.5
|
|
(23.5
|
)
|
32.9
|
|
|||||
Year Ended December 31, 2014
|
37.8
|
|
24.1
|
|
(1.6
|
)
|
(27.7
|
)
|
32.6
|
|
(1)
|
The net provision amounts include inventory reserve (benefits) charges included in discontinued operations of
$(0.1) million
and for the year ended December 31, 2014.
|
NUMBER 1
|
|
€259,921,000
|
|
|
|
||
REGISTERED
|
ISIN XS1389996882
|
|
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
|
|
U.S. Bank National Association, as Trustee,
|
certifies that this is one of the Securities of the series designated
|
therein referred to in the within-mentioned Indenture.
|
|
|
By:
_______________________
|
Authorized Signatory
|
|
Dated: October 26, 2016
|
1.
|
to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over ,an estate or trust administered by a fiduciary holder, being considered as:
|
a.
|
being or having been engaged in a trade or business in the United States or having had a permanent establishment in the United States;
|
b.
|
having a current or former connection with the Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the ownership of such Securities, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the Relevant Taxing Jurisdiction;
|
c.
|
being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
d.
|
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
|
e.
|
being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provisions;
|
2.
|
to any Holder that is not the sole beneficial owner of such Securities, or a portion of such Securities, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
3.
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder, or beneficial owner or any other person
|
4.
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
5.
|
to any tax, assessment or other governmental charge that would not have been imposed or withheld but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
|
6.
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
7.
|
to any withholding or deduction that is imposed on a payment and that is required to be made pursuant to any European Union Directive on the taxation of savings, including the European Council Directive 2003/4S/EC or any other Directive amending, supplementing or replacing such Directive, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives;
|
8.
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;
|
9.
|
to any tax, assessment or other governmental charge that would not have been imposed or levied but for the presentation by the Holder of any note, where
|
10.
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing such Securities in the ordinary course of its lending business or (ii) that is neither (A) buying such Securities for investment purposes only nor (B) buying such Securities for resale to a third-party that either is not a bank or holding such Securities for investment purposes only;
|
11.
|
to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code as of the issue date (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471 (b) of the Code, any intergovernmental agreement, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
12.
|
in the case of any combination of items (1) through (11) above.
|
(i)
|
the name of the Holder of this Security;
|
(ii)
|
the principal amount of this Security;
|
(iii)
|
the principal amount of this Security to be repurchased;
|
(iv)
|
the certificate number or a description of the tenor and terms of this Security;
|
(v)
|
a statement that the Holder is accepting the Change of Control Offer; and
|
(vi)
|
a guarantee that this Security, together with the form entitled “Election Form” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date.
|
(1)
|
matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;
|
(2)
|
is convertible or exchangeable at the option of the holder for indebtedness or Disqualified Capital Stock; or
|
(3)
|
is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;
|
(i)
|
the name of the Holder of this Security;
|
(ii)
|
the principal amount of this Security;
|
(iii)
|
the principal amount of this Security to be repurchased;
|
(iv)
|
the certificate number or a description of the tenor and terms of this Security;
|
(v)
|
a statement that the Holder is accepting the Change of Control Offer; and
|
(vi)
|
a guarantee that this Security, together with the form entitled “Election Form” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date.
|
•
|
Company’s achievement of at least $100 million of aggregate cost/expense reductions resulting from Project Renewal and the integration of Jarden Corporation operations and personnel into the Company during the period commencing April 15, 2016 and concluding April 30, 2017.
|
•
|
Leadership Equity Award Program (LEAP):
Subject to the approval of the Organizational Development and Compensation Committee of the Company's Board of Directors (the “Compensation Committee”), you will be eligible to participate in the Newell Leadership Equity Award Program (LEAP), subject to its terms, with a target award of 250% of your base annual salary. Actual grants may range between 0-200% of target based on Company and individual performance. Long-term incentive awards at your level are expected to be 100% performance-based restricted stock units. Your LEAP award will be approved at the May 10, 2016 Committee meeting, and will be issued effective as of your ECD.
|
•
|
Employment Security Agreement (ESA):
You will be entitled to an employment security agreement which provides certain benefits and protections upon a Change in Control of the Company (as defined by the terms of the agreement).
|
•
|
Management Bonus Plan:
You will be eligible to participate in our Management Bonus Plan. Your target bonus is 100% of earned base pay. Your bonus payout opportunity ranges from 0-200% of your targeted payout amount. Payout targets and bonus criteria are reviewed each year and may change from time to time.
|
•
|
Flexible Perquisites Program:
The Flexible Perquisites Program provides you with an annual cash allowance that may be used for such items as car, insurance, automobile maintenance, income tax preparation services, estate planning services, financial planning services, etc. This annual cash allowance will be commensurate with that of similarly situated employees at the Company, and is currently $21,638 USD per year. Additionally, you are eligible for an annual comprehensive executive physical through one of the Company’s preferred U.S. regional medical facilities.
|
•
|
Vacation:
You are eligible to accrue 2.08 days per month (equal to five weeks per year) of paid vacation. During your first year of employment, vacation time is pro-rated based on the quarter of hire, and administered pursuant to the Company’s Vacation Policy.
|
•
|
Holidays:
The Company provides 11 paid U.S. holidays per year – one of which is a floating holiday to be used at the discretion of the employee each year, including the year of hire. Once employment begins, you are eligible to receive all future holidays as scheduled by the Company, pursuant to the Holiday Policy.
|
•
|
401(k) Plan:
You are eligible to participate in the Newell Rubbermaid 401(k) Savings and Retirement Plan (the “401(k) Plan”) and may contribute up to 50% of your eligible salary on a pre-tax basis, to the maximum allowed by federal law. The Company matches 100% of the first 3% plus 50% of the next 2% of your contributions, to a total of 4% company match contributions. All employees are immediately eligible to participate and automatically vested in company contributions made to the plan.
|
•
|
Retirement Savings Plan:
Newell also makes an annual contribution to your account under the 401(k) Plan. This contribution is based on an annual 1,000 hour service requirement and ranges from 2% to 5% of eligible earnings, depending on age and service as defined in the plan. You become fully vested in RSP contributions after you complete three years of service.
|
•
|
Supplemental Executive Restoration Plan (SERP):
Newell may make annual credits to a SERP account on your behalf. Company credits, if made, range from 6% to 9% of eligible earnings, depending on age and service as defined by the plan. You are automatically vested in Company credits made to the SERP, subject to the terms thereof.
|
•
|
Deferred Compensation Plan (DCP):
You may, subject to the terms of the DCP, elect to defer up to a maximum of 50% of your annual base salary and up to 100% of your Management Cash Bonus Plan.
|
•
|
Medical Coverage:
The Newell medical plan offers employees a choice of two Consumer-Driven Health Plans (CDHP) administered by Anthem Blue Cross Blue Shield: the Health Savings Account (HSA) Independence option and the Health Savings Account (HSA) Freedom Plus option. In each option, comprehensive medical and pharmacy coverage are integrated into a single plan. Employee premiums from each pay period are required and are made on a pre-tax basis. Except during open enrollment, you may not make changes to your medical coverage once your elections are made (within 30 days of being hired) unless you experience a qualified life event.
|
•
|
Dental Coverage:
You may choose to enroll in the Newell dental plan administered by Delta Dental. This program provides benefits for dental procedures including routine cleaning, basic services, major services and orthodontia for children. Employee premiums from each pay period are required and are made on a pre-tax basis. Except during open enrollment, you may not make changes to your dental coverage once your elections are made (within 30 days of being hired) unless you experience a qualified life event.
|
•
|
Voluntary Vision Program:
Newell offers a voluntary vision program that provides discounted coverage for glasses, contacts and exams through the VSP network of doctors. Employees pay the full cost of this group voluntary benefit program, with premiums from each pay period required and made on a pre-tax basis. Except during open enrollment, you may not make changes to your vision coverage once your elections are made (within 30 days of being hired) unless you experience a qualified life event.
|
•
|
Life Insurance and Accidental Death & Dismemberment (AD&D):
Newell provides all employees basic life and AD&D coverage, through MetLife, at no cost beginning on your first day of employment. The basic group life benefit is equal to two times your base annual salary, as defined by the plan. You also have the opportunity to purchase additional life insurance for yourself and/or your dependents at group rates. If you elect additional coverage, you must actively enroll with MetLife within 60 days of employment.
|
•
|
Other Benefits:
Newell also offers a comprehensive suite of other benefits to employees upon employment. These benefits include but are not limited to: wellness and disease management programs, Work-Life Support Program, dependent day care flexible spending, short- and long-term disability, critical illness, legal support program, adoption assistance, tuition assistance, NewellFlex, emergency evacuation and medical assistance while traveling abroad for business, long-term care insurance, employee discount programs, commuter transit flexible spending, identity theft protection, and more.
|
•
|
Severance pay in a total amount calculated pursuant the US Newell Severance Plan, in effect on the date of your termination, that applies to executives at your level (“Severance Plan”), presently providing 52 weeks of weekly base compensation thereunder, subject to applicable limitation as to amount under the Severance Plan, which severance will be payable in a lump sum no later than 60 days after your termination date (provided that if such 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be made in the second calendar year). This severance offer also includes any other benefits in the Severance Plan that run concurrently with severance pay under the Severance Plan, which may include a COBRA subsidy and outplacement services.
|
•
|
Your Management Bonus prorated by a fraction, the numerator of which is the number of days in the fiscal year in which your date of termination occurs through your date of termination and the denominator of which is three hundred sixty-five (365). This partial bonus payment will not be subject to any individual performance modifier, but will be paid out on the basis of actual corporate performance levels; provided that the Committee may exercise negative discretion to reduce the amount payable to a target payout level where the payout based upon achievement of actual performance levels exceeds the target payout. This partial bonus will be paid at the same time as Management Bonuses are paid to active Company employees, no later than March 15th of the following year.
|
•
|
All unvested stock options and LEAP awards shall forfeit except for a pro rata portion of those LEAP awards and stock options which would have otherwise vested during the 3-year period after your termination date. The portion of your unvested LEAP and option awards which shall be permitted to vest as if you remained employed during that 3-year period shall be calculated on a pro rata basis for each individual award to reflect the number of days between the grant date and your termination date relative to the total number of days constituting the vesting period of such award.
|
•
|
Any unvested portion of the Integration Grant which would have otherwise vested during the 3-year period after your termination date shall thereafter vest and become payable at such time, if any, as
|
•
|
“Good Cause” is defined as failure or refusal to follow a lawful order of the Board of Directors, Newell’s senior management or your direct supervisor; misconduct; and/or violating Newell policy or its Code of Conduct & Ethics.
|
•
|
You will be required to sign a reasonable separation agreement (including confidentiality, non-solicitation and non-competition obligations) and release of claims provided to you by Newell in order for you to receive the foregoing severance items.
|
•
|
These severance provisions are in lieu of any payments or benefits under any US or other severance pay plan, statute or regulation.
|
•
|
Notwithstanding anything else set forth herein to the contrary, in the event you are actually entitled to receive benefits following a termination of your employment under your Employment Security Agreement as a result of the occurrence of a Change in Control (as defined therein) prior to your termination, you will not be entitled to receive severance benefits pursuant to this offer letter, and your severance benefits will be governed exclusively by the terms of your Employment Security Agreement, unless you elect to receive severance benefits under the terms of this letter and waive any benefits to which you are entitled under the Employment Security Agreement.
|
By
|
:
/s/ Michael R. Peterson
|
By
|
:
/s/ Michael R. Peterson
|
By
|
:
/s/ Michael R. Peterson
|
By:
|
/s/ Ian G.H. Ashken
|
By
|
:
/s/ Eric Bruno
|
By
|
:
/s/Isaac Washington
|
By
|
:
/s/ Veronica L. Gallagher
|
By:
|
/s/ Richard Gregory Hurst
|
By
|
:
/s/ David Hufnagel
|
|
Years Ended December 31,
|
||||||||||||||
(dollars in millions)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
814.5
|
|
$
|
337.5
|
|
$
|
462.1
|
|
$
|
536.3
|
|
$
|
552.0
|
|
Equity in earnings of affiliates
|
(0.2
|
)
|
(0.6
|
)
|
—
|
|
0.2
|
|
(0.6
|
)
|
|||||
Total earnings
|
814.3
|
|
336.9
|
|
462.1
|
|
536.5
|
|
551.4
|
|
|||||
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
407.7
|
|
88.1
|
|
64.3
|
|
62.3
|
|
80.4
|
|
|||||
Portion of rent determined to be interest
(2)
|
72.1
|
|
34.7
|
|
35.0
|
|
37.7
|
|
41.2
|
|
|||||
|
$
|
1,294.1
|
|
$
|
459.7
|
|
$
|
561.4
|
|
$
|
636.5
|
|
$
|
673.0
|
|
Fixed Charges:
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
$
|
408.2
|
|
$
|
89.3
|
|
$
|
64.4
|
|
$
|
62.4
|
|
$
|
81.3
|
|
Portion of rent determined to be interest
(2)
|
72.1
|
|
34.7
|
|
35.0
|
|
37.7
|
|
41.2
|
|
|||||
|
$
|
480.3
|
|
$
|
124.0
|
|
$
|
99.4
|
|
$
|
100.1
|
|
$
|
122.5
|
|
Ratio of Earnings to Fixed Charges
|
2.69
|
|
3.71
|
|
5.65
|
|
6.36
|
|
5.49
|
|
(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 21.1
|
|
|
|
NEWELL BRANDS INC. AND SUBSIDIARIES
|
|
|
SIGNIFICANT SUBSIDIARIES
|
|
|
December 31, 2016
|
|
|
|
|
|
NAME
|
|
STATE OR JURISDICTION
OF ORGANIZATION
|
Allegheny International Exercise Co.
|
|
Delaware
|
Alltrista Plastics LLC (1)
|
|
Indiana
|
American Household, Inc.
|
|
Delaware
|
Australian Coleman, Inc.
|
|
Kansas
|
Backcountry Access, Inc.
|
|
Colorado
|
Berol Corporation
|
|
Delaware
|
Better Heads, L.L.C.
|
|
Texas
|
Bicycle Holding, Inc.
|
|
Delaware
|
BOC Plastics, Inc.
|
|
North Carolina
|
Bridge-Gate Alliance Group, Inc.
|
|
California
|
Bridge-Gate Holdings, LLC
|
|
Delaware
|
BRK Brands, Inc.
|
|
Delaware
|
Calphalon Corporation
|
|
Ohio
|
CC Outlet, Inc. (2)
|
|
Delaware
|
Chartreuse et Mont Blanc LLC
|
|
Delaware
|
Chemetron Corporation
|
|
Delaware
|
Chemetron Investments, Inc.
|
|
Delaware
|
Coleman International Holdings, LLC
|
|
Delaware
|
Coleman Latin America, LLC
|
|
Delaware
|
Coleman Venture Capital, Inc.
|
|
Kansas
|
Coleman Worldwide Corporation
|
|
Delaware
|
Covermate Products, Inc.
|
|
California
|
Creative Fragrance Concepts, LLC
|
|
Delaware
|
DALBELLO SPORTS L.L.C.
|
|
New Hampshire
|
Eco-Products, Inc.
|
|
Colorado
|
Eliskim, Inc.
|
|
Delaware
|
Elmer’s Investments LLC
|
|
Delaware
|
Envirocooler, LLC
|
|
Delaware
|
EXPO Inc.
|
|
Delaware
|
First Alert, Inc.
|
|
Delaware
|
General Distribution Import Company, LLC
|
|
Maryland
|
Goody Products, Inc.
|
|
Delaware
|
Graco Children’s Products, Inc.
|
|
Delaware
|
Hearthmark, LLC (3)
|
|
Delaware
|
Holmes Motor Corporation
|
|
Delaware
|
Hydrosurge Equipment Company, LLC
|
|
Delaware
|
Ignite USA, LLC
|
|
Illinois
|
Infoswitch, Inc.
|
|
Delaware
|
Integrated Specialties, Inc.
|
|
California
|
Irwin Industrial Tool Company
|
|
Delaware
|
Jarden Acquisition I, LLC
|
|
Delaware
|
Jarden Consumer Solutions Community Fund, Inc.
|
|
Florida
|
Jarden Corporation
|
|
Delaware
|
Jarden Friends & Family, LLC
|
|
Delaware
|
Jarden Receivables, LLC
|
|
Delaware
|
Jarden Zinc Products, LLC
|
|
Indiana
|
JBC Direct, LLC
|
|
Delaware
|
Jostens, Inc.
|
|
Minnesota
|
JT Sports LLC
|
|
Delaware
|
K-2 Corporation (4)
|
|
Indiana
|
K-2 International, Inc.
|
|
Indiana
|
Kansas Acquisition Corp.
|
|
Delaware
|
L.A. Services, Inc.
|
|
Delaware
|
Laser Acquisition Corp.
|
|
Delaware
|
Lehigh Consumer Products LLC (5)
|
|
Delaware
|
Lifoam Holdings, LLC
|
|
Delaware
|
Lifoam Industries, LLC
|
|
Delaware
|
Lifoam Packaging Solutions, LLC
|
|
Delaware
|
Loew-Cornell, LLC
|
|
Delaware
|
Magnetics and Electronics, Inc.
|
|
Delaware
|
MAPA USA LLC
|
|
Delaware
|
Marker Volkl USA, Inc. (6)
|
|
New Hampshire
|
Marmot Mountain, LLC (7)
|
|
Delaware
|
Memory Book Acquisition LLC
|
|
Delaware
|
Miken Sports, LLC
|
|
Delaware
|
Montey Corporation
|
|
Delaware
|
Montey Credit Corporation
|
|
Pennsylvania
|
Neff Holding Company
|
|
Delaware
|
Neff Motivation, Inc.
|
|
Ohio
|
New Bra-Con Industries, Inc.
|
|
Delaware
|
Newell Brands Inc.
|
|
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 US Finance Co.
|
|
Delaware
|
Newell Sales & Marketing Group, Inc.
|
|
Delaware
|
Nippon Coleman, Inc.
|
|
Kansas
|
NRI Insurance Company
|
|
Vermont
|
NUK USA LLC
|
|
Delaware
|
Onethousand West, Inc.
|
|
Florida
|
Outdoor Sports Gear. Inc.
|
|
Delaware
|
Outdoor Technologies Corporation
|
|
Iowa
|
Package Enhancing Technologies, LLC
|
|
New York
|
Packs & Travel Corporation
|
|
Delaware
|
Parpak, Inc.
|
|
Texas
|
Penn Fishing Tackle Mfg. Co.
|
|
Pennsylvania
|
Precision Packaging Products, Inc.
|
|
New York
|
Pure Fishing, Inc. (8)
|
|
Iowa
|
QMC Buyer Corp.
|
|
Delaware
|
Quickie Holdings, Inc.
|
|
Delaware
|
Quickie Manufacturing Corporation
|
|
New Jersey
|
Quoin, LLC
|
|
Delaware
|
Rawlings Sporting Goods Company, Inc. (9)
|
|
Delaware
|
Rexair Holdings, Inc.
|
|
Delaware
|
Rexair LLC
|
|
Delaware
|
Ride Manufacturing, Inc.
|
|
California
|
Rock Creek Athletics, Inc.
|
|
Iowa
|
Rubbermaid Commercial Products LLC
|
|
Delaware
|
Rubbermaid Europe Holding Inc.
|
|
Delaware
|
Rubbermaid Incorporated
|
|
Ohio
|
Rubbermaid Services Corp.
|
|
Delaware
|
Rubfinco Inc.
|
|
Delaware
|
Sanford, L.P.
|
|
Illinois
|
Sea Striker, LLC
|
|
Delaware
|
Sevca, LLC
|
|
Delaware
|
Shakespeare All Star Acquisition LLC
|
|
Delaware
|
Shakespeare Company, LLC (10)
|
|
Delaware
|
Shakespeare Conductive Fibers, LLC
|
|
Delaware
|
SI II, Inc.
|
|
Florida
|
Sitca Corporation
|
|
Washington
|
Stuhlbarg International Sales Company, Inc.
|
|
California
|
Sunbeam Americas Holdings, LLC
|
|
Delaware
|
Sunbeam Latin America, LLC
|
|
Delaware
|
Sunbeam Products, Inc. (11)
|
|
Delaware
|
Temrac Company, Inc.
|
|
New Jersey
|
The Coleman Company, Inc. (12)
|
|
Delaware
|
The Jarden Foundation, Inc.
|
|
Florida
|
The Lehigh Press LLC
|
|
Delaware
|
The United States Playing Card Company
|
|
Delaware
|
The Yankee Candle Company, Inc.
|
|
Massachusetts
|
THL-FA IP Corp.
|
|
Delaware
|
Tri-E Corporation
|
|
Indiana
|
USPC Holding, Inc.
|
|
Delaware
|
Visant Corporation
|
|
Delaware
|
Visant Holding Corp.
|
|
Delaware
|
Visant Secondary Holdings Corp.
|
|
Delaware
|
Waddington Group, Inc.
|
|
Delaware
|
Waddington North America, Inc. (13)
|
|
Massachusetts
|
WNA American Plastic Industries, Inc. (14)
|
|
Delaware
|
WNA Comet West, Inc. (15)
|
|
California
|
WNA Cups Illustrated, Inc. (16)
|
|
Texas
|
WNA Holdings, Inc.
|
|
Delaware
|
WNA Hopple Plastics, Inc.
|
|
Delaware
|
WNA, Inc.
|
|
Delaware
|
Woodshaft, Inc.
|
|
Ohio
|
X Properties, LLC
|
|
Delaware
|
Yankee Candle Admin, LLC
|
|
Virginia
|
Yankee Candle Brand Management, Inc.
|
|
Delaware
|
Yankee Candle Investments LLC
|
|
Delaware
|
Yankee Candle Restaurant Corp.
|
|
Delaware
|
YCC Development Company LLC
|
|
Delaware
|
YCCD Management, LLC
|
|
Delaware
|
9248-1993 Quebec, Inc.
|
|
Canada
|
A&J Plastics Limited
|
|
United Kingdom
|
Abu AB
|
|
Sweden
|
Abu Garcia AB
|
|
Sweden
|
Abu Garcia Pty. Ltd.
|
|
Australia
|
Allegre Puériculture S.A.S.
|
|
France
|
Alltrista Limited
|
|
Canada
|
American Tool Companies Holding B.V.
|
|
Netherlands
|
Aparatos Electronicos de Saltillo, S.A. de C.V.
|
|
Mexico
|
Appliance and Homewares International Pty Ltd
|
|
Australia
|
Application des Gaz S.A.S.
|
|
France
|
Aprica Children’s Products G.K.
|
|
Japan
|
Bafiges S.A.S.
|
|
France
|
Bernardin Ltd. (3)
|
|
Canada
|
Bionaire International B.V.
|
|
Netherlands
|
BRK Brands Europe Limited
|
|
United Kingdom
|
BRKFA Management Limited
|
|
Canada
|
Calzaturificio Dal Bello S.r.l.
|
|
Italy
|
Camping Gaz (Deutschland) GmbH
|
|
Germany
|
Camping Gaz (Suisse) SA
|
|
Switzerland
|
Camping Gaz CS S.R.O.
|
|
Czech Republic
|
Camping Gaz Italia S.r.l.
|
|
Italy
|
Canadian Playing Card Company, Limited
|
|
Canada
|
Cavoma LP
|
|
Cayman Island
|
Cavoma Ltd.
|
|
Cayman Island
|
Chiltern Thermoforming Limited
|
|
United Kingdom
|
Coleman (Deutschland) GmbH
|
|
Germany
|
Coleman Benelux B.V.
|
|
Netherlands
|
Coleman Brands Pty Limited
|
|
Australia
|
Coleman EMEA GmbH
|
|
Germany
|
Coleman Hong Kong Limited
|
|
Hong Kong
|
Coleman Japan Co., Ltd.
|
|
Japan
|
Coleman Korea Co., Ltd.
|
|
Korea
|
Coleman UK Limited
|
|
United Kingdom
|
Deltaform Limited
|
|
United Kingdom
|
Desarrollo Industrial Fitec, S. de R.L. de C.V.
|
|
Mexico
|
Detector Technology Limited
|
|
Hong Kong
|
Dongguan HuiXun Electrical Products Co., Ltd.
|
|
China
|
Dongguan Raider Motor Co., Ltd.
|
|
China
|
DYMO Holdings BVBA
|
|
Belgium
|
El Rayo de Sol de Chihuahua, S.A. de C.V.
|
|
Mexico
|
El Sol Partes, S.A. de C.V.
|
|
Mexico
|
Electrónica BRK de Mexico, S.A. de C.V.
|
|
Mexico
|
Emozione S.p.A.
|
|
Italy
|
Esteem Industries Limited
|
|
Hong Kong
|
Eureka CaterWare B.V.
|
|
Netherlands
|
Facel SAS
|
|
France
|
First Alert (Canada) Inc.
|
|
Canada
|
Gemsbloom Limited
|
|
Hong Kong
|
Grifone EOOD
|
|
Bulgaria
|
Guangzhou Jarden Technical Center
|
|
China
|
Hardy & Greys Limited
|
|
United Kingdom
|
Hardy Advanced Composites Limited
|
|
United Kingdom
|
Holfeld Plastics Company
|
|
Ireland
|
Holmes Products (Europe) Limited
|
|
United Kingdom
|
International Playing Card Company Limited
|
|
Canada
|
Irwin Industrial Tool Ferramentas do Brasil Ltda.
|
|
Brazil
|
Jarden Acquisition ETVE, S.L.
|
|
Spain
|
Jarden Consumer Solutions (Asia) Limited
|
|
Hong Kong
|
Jarden Consumer Solutions (Europe) Limited
|
|
United Kingdom
|
Jarden Consumer Solutions Japan LLC
|
|
Japan
|
Jarden Consumer Solutions of India Private Limited
|
|
India
|
Jarden Consumer Solutions Trading (Shanghai) Ltd.
|
|
China
|
Jarden del Peru, S.A.C.
|
|
Peru
|
Jarden Lux Finco S.à r.l.
|
|
Luxembourg
|
Jarden Lux Holdings S.à r.l.
|
|
Luxembourg
|
Jarden Lux II S.à r.l.
|
|
Luxembourg
|
Jarden Plastic Solutions Limited
|
|
United Kingdom
|
Jarden Rus LLC
|
|
Russia
|
Jarden South Africa Proprietary Limited
|
|
South Africa
|
Jarden Switzerland GmbH
|
|
Switzerland
|
JCS Brasil Eletrodomésticos S.A.
|
|
Brazil
|
Jia Dun Sports Equipment Co., Ltd.
|
|
China
|
Jostens Canada Ltd.
|
|
Canada
|
K2 (Hong Kong), Limited
|
|
Hong Kong
|
K2 (Switzerland) GmbH
|
|
Switzerland
|
K2 Corporation of Canada (17)
|
|
Canada
|
K2 Deutschland Holding GmbH
|
|
Germany
|
K2 Japan Corporation
|
|
Japan
|
K2 Sports Europe GmbH
|
|
Germany
|
K2 Worldwide Company
|
|
Cayman Islands
|
Kai Tai Sports Products Manufacturing (Wei Hai) Co., Ltd.
|
|
China
|
Kompetenzzentrum Sport, Gesundheit und Technologie GmbH
|
|
Germany
|
La Sapienza EOOD
|
|
Bulgaria
|
Les Industries Touch Inc.
|
|
Canada
|
Les Placements Touche, Inc.
|
|
Canada
|
Lillo do Brasil Indústria e Comércio de Produtos Infantis Ltda.
|
|
Brazil
|
Madshus A.S.
|
|
Norway
|
Mao Ming Passion Sports Company Limited
|
|
China
|
Mapa Babycare (Taiwan) Company Limited
|
|
Taiwan
|
Mapa Babycare Company Limited
|
|
Hong Kong
|
Mapa Gloves SDN BHD
|
|
Malaysia
|
Mapa GmbH
|
|
Germany
|
Mapa S.A.S.
|
|
France
|
Mapa Spontex CE s.r.o.
|
|
Czech Republic
|
Mapa Spontex Iberica SAU
|
|
Spain
|
Mapa Spontex Italia S.p.A.
|
|
Italy
|
Mapa Spontex Polska sp. z o.o.
|
|
Poland
|
Mapa Spontex Trading (Shanghai) Company Limited
|
|
China
|
Mapa Spontex Trading SDN BHD
|
|
Malaysia
|
Mapa Spontex UK Limited
|
|
United Kingdom
|
Mapa Spontex, S.A. de C.V.
|
|
Mexico
|
Mapa Virulana S.A.I.C.
|
|
Argentina
|
Marker CZ s.r.o.
|
|
Czech Republic
|
Marker Dalbello Völkl Austria GmbH
|
|
Austria
|
Marker Dalbello Völklski Sports GmbH
|
|
Germany
|
MARKER Deutschland GmbH
|
|
Germany
|
Marker Völkl (International) GmbH
|
|
Switzerland
|
Marker Völkl (International) Sales GmbH
|
|
Germany
|
Marker Volkl France S.A.S.
|
|
France
|
Marker Volkl Japan Co. Ltd.
|
|
Japan
|
Marker Volkl S.r.l.
|
|
Italy
|
Marmot Mountain Canada Ltd.
|
|
Canada
|
Marmot Mountain Europe GmbH
|
|
Germany
|
Marmot Mountain UK Limited
|
|
United Kingdom
|
Millefiori S.r.l.
|
|
Italy
|
Mucambo SA
|
|
Brazil
|
Naipes Heraclio Fournier, S.A.
|
|
Spain
|
Newell (Cayman) Ltd.
|
|
Cayman Islands
|
Newell Australia Pty Limited
|
|
Australia
|
Newell Brands APAC Treasury Limited
|
|
Hong Kong
|
Newell Brands Lux Holdings S. a.r.l.
|
|
Luxembourg
|
Newell Europe Sàrl
|
|
Switzerland
|
Newell Holdings Limited
|
|
United Kingdom
|
Newell Industries Canada Inc.
|
|
Canada
|
Newell International Finance Co Limited Partnership
|
|
Scotland
|
Newell Investments France SAS
|
|
France
|
Newell Luxembourg Finance S.à r.l.
|
|
Luxembourg
|
Newell Rubbermaid (M) Sdn. Bhd.
|
|
Malaysia
|
Newell Rubbermaid (Thailand) Co., Ltd.
|
|
Thailand
|
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 Rubbermaid German Holding GmbH
|
|
Germany
|
Newell Rubbermaid Japan Ltd.
|
|
Japan
|
Newell Rubbermaid Products (Shenzhen) Co., Ltd.
|
|
China
|
Newell Rubbermaid UK Holdings Limited
|
|
United Kingdom
|
Newell Rubbermaid UK Limited
|
|
United Kingdom
|
Newell Rubbermaid UK Services Limited
|
|
United Kingdom
|
Nimex Saltillo S.A. de C.V.
|
|
Mexico
|
NR Capital Co.
|
|
Canada
|
NR Finance Co.
|
|
Canada
|
NWL Cayman Finance Co.
|
|
Cayman Islands
|
NWL Denmark Services Aps
|
|
Denmark
|
NWL European Finance S.à r.l.
|
|
Luxembourg
|
NWL France SAS
|
|
France
|
NWL France Services SAS
|
|
France
|
NWL Luxembourg Holding S.à r.l.
|
|
Luxembourg
|
NWL Netherlands B.V.
|
|
Netherlands
|
NWL Valence Services SAS
|
|
France
|
Oster de Argentina S.A.
|
|
Argentina
|
Oster de Chile Comercializadora Limitada
|
|
Chile
|
Oster de Colombia Ltda.
|
|
Colombia
|
Oster de Venezuela, S.A.
|
|
Venezuela
|
Oster del Peru S.A.C.
|
|
Peru
|
Oster Electrodomesticos Iberica, S.L.
|
|
Spain
|
Oster GmbH
|
|
Germany
|
Oster of Canada ULC
|
|
Canada
|
OTG-Cani Denmark A/S
|
|
Denmark
|
Outdoor Technologies (Canada) Inc. (18)
|
|
Canada
|
Outdoor Technologies Group Sweden AB
|
|
Sweden
|
Par-Pak Europe Limited
|
|
United Kingdom
|
Polar Plastic Ltd.
|
|
Canada
|
Polarpak Inc.
|
|
Canada
|
Polyhedron Holdings Limited
|
|
United Kingdom
|
Prodox, S.A. de C.V.
|
|
Mexico
|
Pulse Home Products (Holdings) Limited
|
|
United Kingdom
|
Pulse Home Products (Hong Kong) Limited
|
|
Hong Kong
|
Pure Fishing (Guangzhou) Trading Co., Ltd.
|
|
China
|
Pure Fishing (Hong Kong) Co. Limited
|
|
Hong Kong
|
Pure Fishing (NZ) Limited
|
|
New Zealand
|
Pure Fishing (Thailand) Co., Ltd.
|
|
Thailand
|
Pure Fishing (UK) Ltd.
|
|
United Kingdom
|
Pure Fishing Asia Co., Ltd.
|
|
Taiwan
|
Pure Fishing Deutschland GmbH
|
|
Germany
|
Pure Fishing Europe S.A.S.
|
|
France
|
Pure Fishing Finland Oy
|
|
Finland
|
Pure Fishing Japan Co., Ltd.
|
|
Japan
|
Pure Fishing Korea Co., Ltd.
|
|
Korea
|
Pure Fishing Malaysia Sdn. Bhd.
|
|
Malaysia
|
Pure Fishing Netherlands B.V.
|
|
Netherlands
|
Pure Fishing Norway A/S
|
|
Norway
|
Quickie De Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Raider Motor Corporation
|
|
Bahamas
|
Rawlings de Costa Rica, S.A.
|
|
Costa Rica
|
Rawlings Japan LLC
|
|
Japan
|
Rawlings Sporting Goods Canada Inc.
|
|
Canada
|
Repuestos Electronicos, S.A.
|
|
Mexico
|
Rexair Bulgaria EOOD
|
|
Bulgaria
|
Rival de Mexico, S.A. de C.V.
|
|
Mexico
|
Sanford Brands Venezuela, L.L.C.
|
|
Venezuela
|
Sanford Colombia S.A.
|
|
Colombia
|
Sanford Rotring (GB) Limited
|
|
United Kingdom
|
Servicios Sunbeam-Coleman de Mexico, S.A. de C.V.
|
|
Mexico
|
Shakespeare (Australia) Pty. Ltd.
|
|
Australia
|
Shakespeare (Hong Kong) Limited
|
|
Hong Kong
|
Shakespeare Europe B.V.
|
|
Netherlands
|
Shakespeare International Limited
|
|
United Kingdom
|
Shakespeare Monofilament UK Limited
|
|
United Kingdom
|
Shanghai Spontex Trading Company Limited
|
|
China
|
Shenzhen CICAM Manufacturing Co. Limited
|
|
China
|
Sobral Invicta da Amazônia Indústria de Plásticos Ltda.
|
|
Brazil
|
Sobral Invicta S.A.
|
|
Brazil
|
Söke Handels GmbH
|
|
Austria
|
Söke Hungaria Kft
|
|
Hungary
|
Spontex S.A.S.
|
|
France
|
Sunbeam AG
|
|
Switzerland
|
Sunbeam ANZ Holdings Pty Ltd
|
|
Australia
|
Sunbeam Corporation (Canada) Limited (19)
|
|
Canada
|
Sunbeam Corporation Pty Ltd
|
|
Australia
|
Sunbeam del Peru, S.A.
|
|
Peru
|
Sunbeam Holdings, S.A. de C.V.
|
|
Mexico
|
Sunbeam International (Asia) Limited
|
|
Hong Kong
|
Sunbeam Mexicana, S.A. de C.V.
|
|
Mexico
|
Sunbeam NZ Corporation Limited
|
|
New Zealand
|
Sunbeam Uruguay S.A.
|
|
Uruguay
|
Sunbeam-Oster de Acuña, S.A. de C.V.
|
|
Mexico
|
Sunbeam-Oster de Matamoros, S.A. de C.V.
|
|
Mexico
|
SunCan Holding Corp.
|
|
Canada
|
Swift Pack B.V.
|
|
Netherlands
|
The United States Playing Card (Macau) Company Limited
|
|
Macau
|
The Wallingford Insurance Company Limited
|
|
Bermuda
|
Touch Tics (Tianjin) Ltd.
|
|
China
|
True Temper Venezuela, S.A.
|
|
Venezuela
|
Tube Turns de España, S.A.
|
|
Spain
|
USPC Mexico, S.A. de C.V.
|
|
Mexico
|
Vine Mill Limited
|
|
United Kingdom
|
Virumetal SA
|
|
Uruguay
|
viskovita GmbH
|
|
Germany
|
Viva (Consumer Products) Limited
|
|
United Kingdom
|
Völkl GmbH
|
|
Germany
|
Völkl Sports GmbH & Co. KG
|
|
Germany
|
Waddington Europe Limited
|
|
United Kingdom
|
Waverly Products Company Limited
|
|
Jamaica
|
Yankee Candle Canada Inc.
|
|
Canada
|
Yankee Candle Company (Europe) Limited
|
|
United Kingdom
|
Yankee Candle Deutschland GmbH
|
|
Germany
|
Yankee Candle Italy S.R.L.
|
|
Italy
|
Yankee Candle s.r.o.
|
|
Czech Republic
|
Yore Limited
|
|
United Kingdom
|
(2)
|
(Assumed Name) Coleman Factory Outlet
|
(3)
|
(DBA/Business Name) Jarden Home Brands
|
(4)
|
(Assumed Names) 5150, Adio Footwear, Atlas Snow-Shoe Company, Line Traveling Circus, K2 Sports, Morrow, Planet Earth Clothing, Ride Snowboard Company, Tubbs Snowshoes and Zoot Sports
|
(5)
|
(DBAs) Leslie-Locke and The Lehigh Group
|
(6)
|
(DBA) Volkl Snowboards and Marker Dalbello Volkl
|
(7)
|
(DBAs) ExOfficio, Ex Officio, Marker and Marker Ltd.
|
(8)
|
(Assumed Names) Fenwick Golf, Fisherman’s Factory Outlet and Outdoor Technologies Group
|
(9)
|
(DBAs) The Licensed Products Company, Jarden Sports Licensing, Jarden Team Sports, J. deBeer & Son and Uniform Select
|
(10)
|
(Assumed Name) Jarden Applied Materials
|
(11)
|
(DBA) Jarden Consumer Solutions, Beehive Products
|
(12)
|
(DBA) AeroBed Products
|
(13)
|
(DBA) WNA Chelmsford
|
(14)
|
(DBA) WNA Chattanooga
|
(15)
|
(DBA) WNA City of Industry
|
(16)
|
(DBA) WNA Lancaster and Waddington North America
|
(17)
|
(Business Names) Atlas Snowshoes, K2-Skates, K2-Ski, K2-Snowboards, Ride Snowboards and Tubbs Snowshoes
|
(18)
|
(Business Name) Pure Fishing Canada
|
(19)
|
(Business Names) Canadian Coleman, Canadian Coleman Company, Coleman, Jarden Consumer Solutions, Rival, Rival of Canada, Sevylor, Sevylor Canada, Stearns, Stearns Canada, Sunbeam, Sunbeam Canada, The Holmes Group
|
|
|
|
Form Number
|
Registration
|
Description
|
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
|
S-4
|
333-208989
|
Common stock issued for business combination and in the related Prospectus
|
S-8
|
333-210762
|
Jarden Corporation 2013 Stock Incentive Plan
|
S-4
|
333-213675
|
Debt securities exchange and in the related Prospectus
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2016
of Newell Brands 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, 2016
of Newell Brands 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/ Ralph J. Nicoletti
|
Ralph J. Nicoletti
|
Executive Vice President, Chief Financial Officer
|
|
/s/ Michael B. Polk
|
Michael B. Polk
|
Chief Executive Officer
|
March 1, 2017
|
|
/s/ Ralph J. Nicoletti
|
Ralph J. Nicoletti
|
Executive Vice President, Chief Financial Officer
|
March 1, 2017
|