|
Delaware
|
|
36-3514169
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
TITLE OF EACH CLASS
|
|
TRADING SYMBOL
|
|
NAME OF EXCHANGE ON WHICH REGISTERED
|
Common stock, $1 par value per share
|
|
NWL
|
|
Nasdaq Stock Market LLC
|
Large Accelerated Filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
$
|
2,450.6
|
|
|
$
|
2,548.7
|
|
|
$
|
6,738.5
|
|
|
$
|
7,061.1
|
|
Cost of products sold
|
1,639.9
|
|
|
1,633.3
|
|
|
4,483.1
|
|
|
4,605.8
|
|
||||
Gross profit
|
810.7
|
|
|
915.4
|
|
|
2,255.4
|
|
|
2,455.3
|
|
||||
Selling, general and administrative expenses
|
607.7
|
|
|
604.4
|
|
|
1,742.0
|
|
|
1,907.1
|
|
||||
Restructuring costs, net
|
2.9
|
|
|
12.4
|
|
|
21.3
|
|
|
64.1
|
|
||||
Impairment of goodwill, intangibles and other assets
|
834.9
|
|
|
8,133.7
|
|
|
837.8
|
|
|
8,165.3
|
|
||||
Operating loss
|
(634.8
|
)
|
|
(7,835.1
|
)
|
|
(345.7
|
)
|
|
(7,681.2
|
)
|
||||
Non-operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
74.2
|
|
|
105.6
|
|
|
232.6
|
|
|
342.2
|
|
||||
Loss on extinguishment of debt
|
29.0
|
|
|
—
|
|
|
29.0
|
|
|
—
|
|
||||
Other expense (income), net
|
7.0
|
|
|
4.2
|
|
|
30.7
|
|
|
(10.5
|
)
|
||||
Loss before income taxes
|
(745.0
|
)
|
|
(7,944.9
|
)
|
|
(638.0
|
)
|
|
(8,012.9
|
)
|
||||
Income tax benefit
|
(291.1
|
)
|
|
(1,219.6
|
)
|
|
(268.3
|
)
|
|
(1,268.1
|
)
|
||||
Loss from continuing operations
|
(453.9
|
)
|
|
(6,725.3
|
)
|
|
(369.7
|
)
|
|
(6,744.8
|
)
|
||||
Loss from discontinued operations, net of tax
|
(171.9
|
)
|
|
(585.7
|
)
|
|
(317.5
|
)
|
|
(381.2
|
)
|
||||
Net loss
|
$
|
(625.8
|
)
|
|
$
|
(7,311.0
|
)
|
|
$
|
(687.2
|
)
|
|
$
|
(7,126.0
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
423.4
|
|
|
471.0
|
|
|
423.3
|
|
|
481.1
|
|
||||
Diluted
|
423.4
|
|
|
471.0
|
|
|
423.3
|
|
|
481.1
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(1.07
|
)
|
|
$
|
(14.28
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(14.02
|
)
|
Loss from discontinued operations
|
(0.41
|
)
|
|
(1.24
|
)
|
|
(0.75
|
)
|
|
(0.79
|
)
|
||||
Net loss
|
$
|
(1.48
|
)
|
|
$
|
(15.52
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(14.81
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(1.07
|
)
|
|
$
|
(14.28
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(14.02
|
)
|
Loss from discontinued operations
|
(0.41
|
)
|
|
(1.24
|
)
|
|
(0.75
|
)
|
|
(0.79
|
)
|
||||
Net loss
|
$
|
(1.48
|
)
|
|
$
|
(15.52
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(14.81
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(625.8
|
)
|
|
$
|
(7,311.0
|
)
|
|
$
|
(687.2
|
)
|
|
$
|
(7,126.0
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(111.8
|
)
|
|
(37.8
|
)
|
|
(89.3
|
)
|
|
(196.0
|
)
|
||||
Unrecognized pension and postretirement costs
|
(8.9
|
)
|
|
(11.9
|
)
|
|
(32.6
|
)
|
|
(35.8
|
)
|
||||
Derivative financial instruments
|
3.9
|
|
|
2.8
|
|
|
(3.4
|
)
|
|
20.4
|
|
||||
Total other comprehensive loss, net of tax:
|
(116.8
|
)
|
|
(46.9
|
)
|
|
(125.3
|
)
|
|
(211.4
|
)
|
||||
Comprehensive loss
|
$
|
(742.6
|
)
|
|
$
|
(7,357.9
|
)
|
|
$
|
(812.5
|
)
|
|
$
|
(7,337.4
|
)
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
465.4
|
|
|
$
|
495.7
|
|
Accounts receivable, net
|
1,872.8
|
|
|
2,055.5
|
|
||
Inventories
|
1,877.2
|
|
|
1,685.1
|
|
||
Prepaid expenses and other
|
286.3
|
|
|
280.7
|
|
||
Current assets held for sale
|
966.7
|
|
|
2,264.9
|
|
||
Total current assets
|
5,468.4
|
|
|
6,781.9
|
|
||
Property, plant and equipment, net
|
1,057.1
|
|
|
1,153.5
|
|
||
Operating lease assets, net
|
639.6
|
|
|
—
|
|
||
Goodwill
|
3,687.0
|
|
|
3,692.9
|
|
||
Other intangible assets, net
|
4,602.3
|
|
|
5,587.4
|
|
||
Deferred income taxes
|
222.5
|
|
|
179.7
|
|
||
Other assets
|
333.3
|
|
|
327.0
|
|
||
Total assets
|
$
|
16,010.2
|
|
|
$
|
17,722.4
|
|
Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,118.5
|
|
|
$
|
1,130.2
|
|
Accrued compensation
|
157.3
|
|
|
167.0
|
|
||
Other accrued liabilities
|
1,465.8
|
|
|
1,254.7
|
|
||
Short-term debt and current portion of long-term debt
|
633.9
|
|
|
318.7
|
|
||
Current liabilities held for sale
|
308.7
|
|
|
542.2
|
|
||
Total current liabilities
|
3,684.2
|
|
|
3,412.8
|
|
||
Long-term debt
|
5,691.7
|
|
|
6,696.3
|
|
||
Deferred income taxes
|
759.2
|
|
|
991.0
|
|
||
Long-term operating lease liabilities
|
555.3
|
|
|
—
|
|
||
Other noncurrent liabilities
|
1,151.3
|
|
|
1,369.1
|
|
||
Total liabilities
|
11,841.7
|
|
|
12,469.2
|
|
||
Commitments and contingencies (Footnote 18)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at September 30, 2019 and December 31, 2018)
|
—
|
|
|
—
|
|
||
Common stock (800.0 authorized shares, $1.00 par value, 446.9 shares and 446.1 shares issued at September 30, 2019 and December 31, 2018, respectively)
|
446.9
|
|
|
446.1
|
|
||
Treasury stock, at cost (23.6 and 23.3 shares at September 30, 2019 and December 31, 2018, respectively)
|
(589.3
|
)
|
|
(584.7
|
)
|
||
Additional paid-in capital
|
8,516.1
|
|
|
8,781.1
|
|
||
Retained deficit
|
(3,198.0
|
)
|
|
(2,511.3
|
)
|
||
Accumulated other comprehensive loss
|
(1,038.1
|
)
|
|
(912.8
|
)
|
||
Stockholders’ equity attributable to parent
|
4,137.6
|
|
|
5,218.4
|
|
||
Stockholders’ equity attributable to noncontrolling interests
|
30.9
|
|
|
34.8
|
|
||
Total stockholders’ equity
|
4,168.5
|
|
|
5,253.2
|
|
||
Total liabilities and stockholders’ equity
|
$
|
16,010.2
|
|
|
$
|
17,722.4
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(687.2
|
)
|
|
$
|
(7,126.0
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
324.8
|
|
|
337.6
|
|
||
Impairment of goodwill, intangibles and other assets
|
1,260.4
|
|
|
9,248.1
|
|
||
Gain from sale of businesses, net
|
(0.3
|
)
|
|
(489.3
|
)
|
||
Deferred income taxes
|
(296.0
|
)
|
|
(1,193.1
|
)
|
||
Stock-based compensation expense
|
29.3
|
|
|
57.9
|
|
||
Loss on change in fair value of investments
|
19.0
|
|
|
—
|
|
||
Other, net
|
3.6
|
|
|
2.9
|
|
||
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
146.3
|
|
|
(122.4
|
)
|
||
Inventories
|
(246.1
|
)
|
|
(262.3
|
)
|
||
Accounts payable
|
(30.3
|
)
|
|
(61.4
|
)
|
||
Accrued liabilities and other
|
(99.4
|
)
|
|
(210.4
|
)
|
||
Net cash provided by operating activities
|
424.1
|
|
|
181.6
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of divested businesses
|
753.4
|
|
|
2,774.6
|
|
||
Capital expenditures
|
(171.7
|
)
|
|
(273.7
|
)
|
||
Other investing activities
|
(0.7
|
)
|
|
58.4
|
|
||
Net cash provided by investing activities
|
581.0
|
|
|
2,559.3
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term debt
|
278.9
|
|
|
(903.9
|
)
|
||
Payments on current portion long-term debt
|
(268.2
|
)
|
|
—
|
|
||
Payments on long-term debt
|
(706.4
|
)
|
|
(2.0
|
)
|
||
Debt extinguishment costs
|
(31.4
|
)
|
|
—
|
|
||
Repurchase of shares of common stock
|
—
|
|
|
(511.1
|
)
|
||
Cash dividends
|
(292.7
|
)
|
|
(332.3
|
)
|
||
Equity compensation activity and other, net
|
(4.2
|
)
|
|
(18.7
|
)
|
||
Net cash used in financing activities
|
(1,024.0
|
)
|
|
(1,768.0
|
)
|
||
Exchange rate effect on cash and cash equivalents
|
(11.4
|
)
|
|
(15.0
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(30.3
|
)
|
|
957.9
|
|
||
Cash and cash equivalents at beginning of period
|
495.7
|
|
|
485.7
|
|
||
Cash and cash equivalents at end of period
|
$
|
465.4
|
|
|
$
|
1,443.6
|
|
Supplemental disclosures:
|
|
|
|
||||
Net cash provided by discontinued operating activities
|
$
|
21.0
|
|
|
$
|
93.0
|
|
Net cash provided by discontinued investing activities
|
732.4
|
|
|
2,681.5
|
|
||
Capital expenditures for discontinued operations
|
(21.0
|
)
|
|
(98.9
|
)
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Stockholders’
Equity
Attributable
to Parent
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
Balance at June 30, 2019
|
$
|
446.9
|
|
|
$
|
(589.2
|
)
|
|
$
|
8,605.0
|
|
|
$
|
(2,572.2
|
)
|
|
$
|
(921.3
|
)
|
|
$
|
4,969.2
|
|
|
$
|
35.4
|
|
|
$
|
5,004.6
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(625.8
|
)
|
|
(116.8
|
)
|
|
(742.6
|
)
|
|
—
|
|
|
(742.6
|
)
|
||||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(98.2
|
)
|
|
—
|
|
|
—
|
|
|
(98.2
|
)
|
|
—
|
|
|
(98.2
|
)
|
||||||||
Equity compensation, net of tax
|
—
|
|
|
(0.1
|
)
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
||||||||
Portion of net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||||||||
Balance at September 30, 2019
|
$
|
446.9
|
|
|
$
|
(589.3
|
)
|
|
$
|
8,516.1
|
|
|
$
|
(3,198.0
|
)
|
|
$
|
(1,038.1
|
)
|
|
$
|
4,137.6
|
|
|
$
|
30.9
|
|
|
$
|
4,168.5
|
|
Balance at December 31, 2018
|
$
|
446.1
|
|
|
$
|
(584.7
|
)
|
|
$
|
8,781.1
|
|
|
$
|
(2,511.3
|
)
|
|
$
|
(912.8
|
)
|
|
$
|
5,218.4
|
|
|
$
|
34.8
|
|
|
$
|
5,253.2
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(687.2
|
)
|
|
(125.3
|
)
|
|
(812.5
|
)
|
|
—
|
|
|
(812.5
|
)
|
||||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(294.1
|
)
|
|
—
|
|
|
—
|
|
|
(294.1
|
)
|
|
—
|
|
|
(294.1
|
)
|
||||||||
Equity compensation, net of tax
|
0.8
|
|
|
(4.6
|
)
|
|
29.1
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
|
—
|
|
|
25.3
|
|
||||||||
Impact of adoption due to change in accounting standard (see Footnote 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Portion of net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||||||
Balance at September 30, 2019
|
$
|
446.9
|
|
|
$
|
(589.3
|
)
|
|
$
|
8,516.1
|
|
|
$
|
(3,198.0
|
)
|
|
$
|
(1,038.1
|
)
|
|
$
|
4,137.6
|
|
|
$
|
30.9
|
|
|
$
|
4,168.5
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Stockholders’
Equity
Attributable
to Parent
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
Balance at June 30, 2018
|
$
|
509.3
|
|
|
$
|
(584.3
|
)
|
|
$
|
10,399.0
|
|
|
$
|
4,624.5
|
|
|
$
|
(990.2
|
)
|
|
$
|
13,958.3
|
|
|
$
|
32.9
|
|
|
$
|
13,991.2
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,311.0
|
)
|
|
(46.9
|
)
|
|
(7,357.9
|
)
|
|
—
|
|
|
(7,357.9
|
)
|
||||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(107.8
|
)
|
|
—
|
|
|
—
|
|
|
(107.8
|
)
|
|
—
|
|
|
(107.8
|
)
|
||||||||
Common stock purchased and retired
|
(19.3
|
)
|
|
—
|
|
|
(491.9
|
)
|
|
—
|
|
|
—
|
|
|
(511.2
|
)
|
|
—
|
|
|
(511.2
|
)
|
||||||||
Equity compensation, net of tax
|
0.1
|
|
|
(0.2
|
)
|
|
20.3
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
||||||||
Impact of adoption due to change in accounting standard (see Footnote 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(8.3
|
)
|
||||||||
Portion of net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at September 30, 2018
|
$
|
490.1
|
|
|
$
|
(584.5
|
)
|
|
$
|
9,819.6
|
|
|
$
|
(2,694.8
|
)
|
|
$
|
(1,037.1
|
)
|
|
$
|
5,993.3
|
|
|
$
|
32.9
|
|
|
$
|
6,026.2
|
|
Balance at December 31, 2017
|
$
|
508.1
|
|
|
$
|
(573.5
|
)
|
|
$
|
10,362.0
|
|
|
$
|
4,611.2
|
|
|
$
|
(763.1
|
)
|
|
$
|
14,144.7
|
|
|
$
|
36.6
|
|
|
$
|
14,181.3
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,126.0
|
)
|
|
(211.4
|
)
|
|
(7,337.4
|
)
|
|
—
|
|
|
(7,337.4
|
)
|
||||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(107.8
|
)
|
|
(224.8
|
)
|
|
—
|
|
|
(332.6
|
)
|
|
—
|
|
|
(332.6
|
)
|
||||||||
Common stock purchased and retired
|
(19.3
|
)
|
|
—
|
|
|
(491.9
|
)
|
|
—
|
|
|
—
|
|
|
(511.2
|
)
|
|
—
|
|
|
(511.2
|
)
|
||||||||
Equity compensation, net of tax
|
1.3
|
|
|
(11.0
|
)
|
|
57.3
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
47.6
|
|
||||||||
Impact of adoption due to change in accounting standard (see Footnote 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
44.8
|
|
|
(62.6
|
)
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
||||||||
Portion of net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
||||||||
Balance at September 30, 2018
|
$
|
490.1
|
|
|
$
|
(584.5
|
)
|
|
$
|
9,819.6
|
|
|
$
|
(2,694.8
|
)
|
|
$
|
(1,037.1
|
)
|
|
$
|
5,993.3
|
|
|
$
|
32.9
|
|
|
$
|
6,026.2
|
|
|
As of December 31, 2018
|
||||||||||||||||||
|
As Previously
Reported
|
|
Revision
|
|
As
Revised
|
|
Reclassification
|
|
As
Reclassified
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
495.7
|
|
|
$
|
—
|
|
|
$
|
495.7
|
|
|
$
|
—
|
|
|
$
|
495.7
|
|
Accounts receivable, net
|
1,850.7
|
|
|
—
|
|
|
1,850.7
|
|
|
204.8
|
|
|
2,055.5
|
|
|||||
Inventories
|
1,583.1
|
|
|
—
|
|
|
1,583.1
|
|
|
102.0
|
|
|
1,685.1
|
|
|||||
Prepaid expenses and other current assets
|
278.0
|
|
|
(2.4
|
)
|
|
275.6
|
|
|
5.1
|
|
|
280.7
|
|
|||||
Current assets held for sale
|
3,541.3
|
|
|
(6.1
|
)
|
|
3,535.2
|
|
|
(1,270.3
|
)
|
|
2,264.9
|
|
|||||
Total current assets
|
7,748.8
|
|
|
(8.5
|
)
|
|
7,740.3
|
|
|
(958.4
|
)
|
|
6,781.9
|
|
|||||
Property, plant and equipment, net
|
925.6
|
|
|
—
|
|
|
925.6
|
|
|
227.9
|
|
|
1,153.5
|
|
|||||
Goodwill
|
2,970.2
|
|
|
—
|
|
|
2,970.2
|
|
|
722.7
|
|
|
3,692.9
|
|
|||||
Other intangible assets, net
|
5,579.6
|
|
|
—
|
|
|
5,579.6
|
|
|
7.8
|
|
|
5,587.4
|
|
|||||
Deferred income taxes
|
165.2
|
|
|
14.5
|
|
|
179.7
|
|
|
—
|
|
|
179.7
|
|
|||||
Other assets
|
327.0
|
|
|
—
|
|
|
327.0
|
|
|
—
|
|
|
327.0
|
|
|||||
Total assets
|
$
|
17,716.4
|
|
|
$
|
6.0
|
|
|
$
|
17,722.4
|
|
|
$
|
—
|
|
|
$
|
17,722.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
1,019.5
|
|
|
—
|
|
|
1,019.5
|
|
|
110.7
|
|
|
1,130.2
|
|
|||||
Accrued compensation
|
159.1
|
|
|
—
|
|
|
159.1
|
|
|
7.9
|
|
|
167.0
|
|
|||||
Other accrued liabilities
|
1,182.3
|
|
|
(0.8
|
)
|
|
1,181.5
|
|
|
73.2
|
|
|
1,254.7
|
|
|||||
Short-term debt and current portion of long-term debt
|
318.7
|
|
|
—
|
|
|
318.7
|
|
|
—
|
|
|
318.7
|
|
|||||
Current liabilities held for sale
|
650.4
|
|
|
100.4
|
|
|
750.8
|
|
|
(208.6
|
)
|
|
542.2
|
|
|||||
Total current liabilities
|
3,330.0
|
|
|
99.6
|
|
|
3,429.6
|
|
|
(16.8
|
)
|
|
3,412.8
|
|
|||||
Long-term debt
|
6,696.3
|
|
|
—
|
|
|
6,696.3
|
|
|
—
|
|
|
6,696.3
|
|
|||||
Deferred income taxes
|
1,041.8
|
|
|
(66.7
|
)
|
|
975.1
|
|
|
15.9
|
|
|
991.0
|
|
|||||
Other noncurrent liabilities
|
1,370.5
|
|
|
(2.3
|
)
|
|
1,368.2
|
|
|
0.9
|
|
|
1,369.1
|
|
|||||
Total liabilities
|
12,438.6
|
|
|
30.6
|
|
|
12,469.2
|
|
|
—
|
|
|
12,469.2
|
|
|||||
Total stockholders' equity
|
5,277.8
|
|
|
(24.6
|
)
|
|
5,253.2
|
|
|
—
|
|
|
5,253.2
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
17,716.4
|
|
|
$
|
6.0
|
|
|
$
|
17,722.4
|
|
|
$
|
—
|
|
|
$
|
17,722.4
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2018
|
||||||||||||||||||
|
As Previously
Reported |
|
Revision
|
|
As
Revised |
|
Reclassification
|
|
As
Reclassified |
||||||||||
Net sales
|
$
|
8,630.9
|
|
|
$
|
—
|
|
|
$
|
8,630.9
|
|
|
$
|
1,017.9
|
|
|
$
|
9,648.8
|
|
Cost of products sold
|
5,622.1
|
|
|
—
|
|
|
5,622.1
|
|
|
670.8
|
|
|
6,292.9
|
|
|||||
Gross profit
|
3,008.8
|
|
|
—
|
|
|
3,008.8
|
|
|
347.1
|
|
|
3,355.9
|
|
|||||
Selling, general and administrative expenses
|
2,434.8
|
|
|
—
|
|
|
2,434.8
|
|
|
121.1
|
|
|
2,555.9
|
|
|||||
Restructuring costs, net
|
80.5
|
|
|
—
|
|
|
80.5
|
|
|
2.6
|
|
|
83.1
|
|
|||||
Impairment of goodwill, intangibles and other assets
|
8,322.0
|
|
|
—
|
|
|
8,322.0
|
|
|
1.3
|
|
|
8,323.3
|
|
|||||
Operating income (loss)
|
(7,828.5
|
)
|
|
—
|
|
|
(7,828.5
|
)
|
|
222.1
|
|
|
(7,606.4
|
)
|
|||||
Non-operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
446.3
|
|
|
—
|
|
|
446.3
|
|
|
—
|
|
|
446.3
|
|
|||||
Loss on extinguishment of debt
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Other (income) expense, net
|
(11.2
|
)
|
|
—
|
|
|
(11.2
|
)
|
|
0.2
|
|
|
(11.0
|
)
|
|||||
Income (loss) before income taxes
|
(8,267.7
|
)
|
|
—
|
|
|
(8,267.7
|
)
|
|
221.9
|
|
|
(8,045.8
|
)
|
|||||
Income tax expense (benefit)
|
(1,478.1
|
)
|
|
—
|
|
|
(1,478.1
|
)
|
|
85.3
|
|
|
(1,392.8
|
)
|
|||||
Income (loss) from continuing operations
|
(6,789.6
|
)
|
|
—
|
|
|
(6,789.6
|
)
|
|
136.6
|
|
|
(6,653.0
|
)
|
|||||
Loss from discontinued operations, net of tax
|
(128.3
|
)
|
|
(24.6
|
)
|
|
(152.9
|
)
|
|
(136.6
|
)
|
|
(289.5
|
)
|
|||||
Net loss
|
$
|
(6,917.9
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(6,942.5
|
)
|
|
$
|
—
|
|
|
$
|
(6,942.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
473.7
|
|
473.7
|
|
473.7
|
|
473.7
|
|
473.7
|
||||||||||
Diluted
|
473.7
|
|
473.7
|
|
473.7
|
|
473.7
|
|
473.7
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(14.33
|
)
|
|
$
|
—
|
|
|
$
|
(14.33
|
)
|
|
$
|
0.29
|
|
|
$
|
(14.04
|
)
|
Loss from discontinued operations
|
(0.27
|
)
|
|
(0.05
|
)
|
|
(0.32
|
)
|
|
(0.29
|
)
|
|
(0.61
|
)
|
|||||
Net loss
|
$
|
(14.60
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(14.65
|
)
|
|
$
|
—
|
|
|
$
|
(14.65
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(14.33
|
)
|
|
$
|
—
|
|
|
$
|
(14.33
|
)
|
|
$
|
0.29
|
|
|
$
|
(14.04
|
)
|
Loss from discontinued operations
|
(0.27
|
)
|
|
(0.05
|
)
|
|
(0.32
|
)
|
|
(0.29
|
)
|
|
(0.61
|
)
|
|||||
Net loss
|
$
|
(14.60
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(14.65
|
)
|
|
$
|
—
|
|
|
$
|
(14.65
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
$
|
147.5
|
|
|
$
|
587.8
|
|
|
$
|
684.9
|
|
|
$
|
2,821.6
|
|
Cost of products sold
|
99.7
|
|
|
379.7
|
|
|
486.2
|
|
|
1,780.5
|
|
||||
Selling, general and administrative expenses
|
26.5
|
|
|
126.6
|
|
|
111.5
|
|
|
577.9
|
|
||||
Restructuring costs, net
|
—
|
|
|
1.8
|
|
|
0.5
|
|
|
6.2
|
|
||||
Impairment of goodwill, intangibles and other assets
|
236.9
|
|
|
628.8
|
|
|
422.6
|
|
|
1,082.8
|
|
||||
Operating loss
|
(215.6
|
)
|
|
(549.1
|
)
|
|
(335.9
|
)
|
|
(625.8
|
)
|
||||
Non-operating expense (income)
|
(1.9
|
)
|
|
(27.6
|
)
|
|
0.6
|
|
|
(488.5
|
)
|
||||
Loss before income taxes
|
(213.7
|
)
|
|
(521.5
|
)
|
|
(336.5
|
)
|
|
(137.3
|
)
|
||||
Income tax expense (benefit)
|
(41.8
|
)
|
|
64.2
|
|
|
(19.0
|
)
|
|
243.9
|
|
||||
Net loss
|
$
|
(171.9
|
)
|
|
$
|
(585.7
|
)
|
|
$
|
(317.5
|
)
|
|
$
|
(381.2
|
)
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Accounts receivable, net
|
$
|
124.2
|
|
|
$
|
206.9
|
|
Inventories
|
109.2
|
|
|
236.7
|
|
||
Prepaid expenses and other
|
12.9
|
|
|
37.7
|
|
||
Property, plant and equipment, net
|
94.0
|
|
|
288.0
|
|
||
Operating lease assets, net
|
13.3
|
|
|
—
|
|
||
Goodwill
|
38.7
|
|
|
219.7
|
|
||
Other intangible assets, net
|
565.0
|
|
|
1,263.0
|
|
||
Other assets
|
9.4
|
|
|
12.9
|
|
||
Current assets held for sale
|
$
|
966.7
|
|
|
$
|
2,264.9
|
|
|
|
|
|
||||
Accounts payable
|
$
|
64.6
|
|
|
$
|
146.0
|
|
Accrued compensation
|
29.3
|
|
|
49.1
|
|
||
Other accrued liabilities
|
67.6
|
|
|
80.3
|
|
||
Deferred income taxes
|
129.8
|
|
|
251.7
|
|
||
Operating lease liabilities
|
8.6
|
|
|
—
|
|
||
Other liabilities
|
8.8
|
|
|
15.1
|
|
||
Current liabilities held for sale
|
$
|
308.7
|
|
|
$
|
542.2
|
|
|
Cumulative
Translation
Adjustment
|
|
Pension and
Postretirement
Costs
|
|
Derivative
Financial
Instruments
|
|
AOCL
|
||||||||
Balance at December 31, 2018
|
$
|
(492.6
|
)
|
|
$
|
(398.1
|
)
|
|
$
|
(22.1
|
)
|
|
$
|
(912.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
(94.7
|
)
|
|
(37.2
|
)
|
|
0.6
|
|
|
(131.3
|
)
|
||||
Amounts reclassified to earnings
|
5.4
|
|
|
4.6
|
|
|
(4.0
|
)
|
|
6.0
|
|
||||
Net current period other comprehensive loss
|
(89.3
|
)
|
|
(32.6
|
)
|
|
(3.4
|
)
|
|
(125.3
|
)
|
||||
Balance at September 30, 2019
|
$
|
(581.9
|
)
|
|
$
|
(430.7
|
)
|
|
$
|
(25.5
|
)
|
|
$
|
(1,038.1
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign currency translation adjustments
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.6
|
)
|
Unrecognized pension and postretirement costs
|
3.9
|
|
|
3.9
|
|
|
11.4
|
|
|
11.9
|
|
||||
Derivative financial instruments
|
(1.2
|
)
|
|
(3.8
|
)
|
|
1.0
|
|
|
(13.8
|
)
|
||||
Income tax (provision) benefit related to AOCL
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
12.0
|
|
|
$
|
(2.5
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Appliances and Cookware
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
2.1
|
|
|
$
|
3.2
|
|
Food and Commercial
|
0.3
|
|
|
1.8
|
|
|
3.0
|
|
|
4.4
|
|
||||
Home and Outdoor Living
|
2.1
|
|
|
3.9
|
|
|
6.6
|
|
|
24.4
|
|
||||
Learning and Development
|
—
|
|
|
—
|
|
|
4.7
|
|
|
3.9
|
|
||||
Corporate
|
0.5
|
|
|
5.4
|
|
|
4.9
|
|
|
28.2
|
|
||||
|
$
|
2.9
|
|
|
$
|
12.4
|
|
|
$
|
21.3
|
|
|
$
|
64.1
|
|
|
Balance at December 31,
2018 |
|
Restructuring
Costs, Net
|
|
Payments
|
|
Reclassification (1)
|
|
Foreign
Currency
and Other
|
|
Balance at September 30,
2019 |
||||||||||||
Employee severance, termination benefits and relocation costs
|
$
|
21.2
|
|
|
$
|
14.2
|
|
|
$
|
(24.7
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
10.2
|
|
Exited contractual
commitments and other
|
46.6
|
|
|
7.1
|
|
|
(23.2
|
)
|
|
(12.7
|
)
|
|
(0.9
|
)
|
|
16.9
|
|
||||||
|
$
|
67.8
|
|
|
$
|
21.3
|
|
|
$
|
(47.9
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
27.1
|
|
(1)
|
Reclassification due to the adoption of ASU 2016-02 (see Footnote 1)
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Raw materials and supplies
|
$
|
252.9
|
|
|
$
|
243.9
|
|
Work-in-process
|
139.3
|
|
|
146.0
|
|
||
Finished products
|
1,485.0
|
|
|
1,295.2
|
|
||
|
$
|
1,877.2
|
|
|
$
|
1,685.1
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Land
|
$
|
70.8
|
|
|
$
|
73.5
|
|
Buildings and improvements
|
613.8
|
|
|
610.3
|
|
||
Machinery and equipment
|
2,040.0
|
|
|
2,110.8
|
|
||
|
2,724.6
|
|
|
2,794.6
|
|
||
Less: Accumulated depreciation
|
(1,667.5
|
)
|
|
(1,641.1
|
)
|
||
|
$
|
1,057.1
|
|
|
$
|
1,153.5
|
|
|
|
September 30, 2019
|
|||||||||||||||||||||||||
Segments
|
Net Book Value at December 31,
2018 |
|
Purchase
Accounting
Adjustments
|
|
Impairment Charges
|
|
Foreign
Exchange and Other
|
|
Gross
Carrying
Amount
|
|
Accumulated
Impairment
Charges
|
|
Net Book
Value
|
||||||||||||||
Appliances and Cookware
|
$
|
211.2
|
|
|
$
|
1.8
|
|
|
$
|
(1.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
751.8
|
|
|
$
|
(540.7
|
)
|
|
$
|
211.1
|
|
Food and
Commercial
|
722.7
|
|
|
2.3
|
|
|
(2.3
|
)
|
|
23.8
|
|
|
2,096.1
|
|
|
(1,349.6
|
)
|
|
746.5
|
|
|||||||
Home and Outdoor Living
|
163.8
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
(0.3
|
)
|
|
2,154.2
|
|
|
(1,990.7
|
)
|
|
163.5
|
|
|||||||
Learning and Development
|
2,595.2
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
(29.3
|
)
|
|
3,412.5
|
|
|
(846.6
|
)
|
|
2,565.9
|
|
|||||||
Other
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
$
|
3,692.9
|
|
|
$
|
10.6
|
|
|
$
|
(10.4
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
8,414.6
|
|
|
$
|
(4,727.6
|
)
|
|
$
|
3,687.0
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Amortization
Periods
(in years)
|
||||||||||||
Trade names — indefinite life
|
$
|
3,239.5
|
|
|
$
|
—
|
|
|
$
|
3,239.5
|
|
|
$
|
4,093.1
|
|
|
$
|
—
|
|
|
$
|
4,093.1
|
|
|
N/A
|
Trade names — other
|
167.0
|
|
|
(45.6
|
)
|
|
121.4
|
|
|
170.6
|
|
|
(36.5
|
)
|
|
134.1
|
|
|
2-15
|
||||||
Capitalized software
|
570.9
|
|
|
(417.6
|
)
|
|
153.3
|
|
|
552.1
|
|
|
(373.1
|
)
|
|
179.0
|
|
|
3-12
|
||||||
Patents and intellectual property
|
135.1
|
|
|
(95.5
|
)
|
|
39.6
|
|
|
137.6
|
|
|
(79.8
|
)
|
|
57.8
|
|
|
3-14
|
||||||
Customer relationships and distributor channels
|
1,295.2
|
|
|
(260.6
|
)
|
|
1,034.6
|
|
|
1,303.3
|
|
|
(214.6
|
)
|
|
1,088.7
|
|
|
3-30
|
||||||
Other
|
109.0
|
|
|
(95.1
|
)
|
|
13.9
|
|
|
109.0
|
|
|
(74.3
|
)
|
|
34.7
|
|
|
3-5
|
||||||
|
$
|
5,516.7
|
|
|
$
|
(914.4
|
)
|
|
$
|
4,602.3
|
|
|
$
|
6,365.7
|
|
|
$
|
(778.3
|
)
|
|
$
|
5,587.4
|
|
|
|
|
Three Months Ended September 30,
|
|||||
Impairment of indefinite-lived intangibles assets (1)
|
2019 (1)
|
2018 (2)
|
||||
Appliances and Cookware
|
$
|
606.9
|
|
$
|
1,185.0
|
|
Food and Commercial
|
—
|
|
454.7
|
|
||
Home and Outdoor Living
|
217.1
|
|
2,385.1
|
|
||
Learning and Development
|
—
|
|
246.0
|
|
||
|
$
|
824.0
|
|
$
|
4,270.8
|
|
(1)
|
In the Appliances and Cookware segment, the impairment charge was recorded within the Appliances and Cookware reporting unit. In the Home and Outdoor Living segment, impairment charges of $151 million and $65.8 million were recorded within the Home Fragrance and Outdoor and Recreation reporting units, respectively. The carrying value of certain Appliances and Cookware trade names exceeded their fair value primarily due to the recently announced tariffs on Chinese imports as well as a decline in sales volume due to a loss in market share for certain appliance categories driven by the success of newly launched competitive products. Both of these factors resulted in downward revisions to forecasted results. The carrying value of certain Home and Outdoor Living trade names exceeded their fair value primarily within the Home Fragrance reporting unit. The reporting unit has begun to experience a shift in product mix that is expected to continue into the future, which resulted in a downward revision to forecasted results for one of its trade names.
|
(2)
|
In the Appliances and Cookware segment, impairment charges of $1.2 billion were recorded within the Appliances and Cookware reporting unit. In the Food and Commercial segment, impairment charges of $455 million were recorded within the Food and Commercial reporting unit. In the Home and Outdoor Living segment, impairment charges of $1.7 billion, $630 million and $75.0 million were recorded within the Home Fragrance, Outdoor and Recreation and Connected Home and Security reporting units, respectively. In the Learning and Development segment, the impairment charge recorded was attributable to the Baby reporting unit. These impairment charges were recorded as a result of the Company’s impairment testing, and resulted primarily from a decrease in the Company’s market capitalization during the three months ended September 30, 2018 and a deterioration of expected future revenues and margins related to certain tradenames within these segments.
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Customer accruals
|
$
|
566.2
|
|
|
$
|
597.9
|
|
Accruals for manufacturing, marketing and freight expenses
|
49.3
|
|
|
38.8
|
|
||
Accrued self-insurance liabilities, contingencies and warranty
|
122.5
|
|
|
124.5
|
|
||
Operating lease liabilities
|
132.0
|
|
|
—
|
|
||
Accrued income taxes
|
93.3
|
|
|
165.1
|
|
||
Accrued interest expense
|
115.7
|
|
|
72.9
|
|
||
Other
|
386.8
|
|
|
255.5
|
|
||
|
$
|
1,465.8
|
|
|
$
|
1,254.7
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
2.60% senior notes due 2019
|
$
|
—
|
|
|
$
|
267.3
|
|
4.70% senior notes due 2020
|
304.8
|
|
|
304.6
|
|
||
3.15% senior notes due 2021
|
93.6
|
|
|
97.5
|
|
||
3.75% senior notes due 2021
|
333.3
|
|
|
353.2
|
|
||
4.00% senior notes due 2022
|
249.2
|
|
|
249.0
|
|
||
3.85% senior notes due 2023
|
1,387.1
|
|
|
1,740.8
|
|
||
5.00% senior notes due 2023
|
308.4
|
|
|
310.0
|
|
||
4.00% senior notes due 2024
|
199.4
|
|
|
496.4
|
|
||
3.90% senior notes due 2025
|
46.8
|
|
|
90.3
|
|
||
4.20% senior notes due 2026
|
1,985.9
|
|
|
1,984.5
|
|
||
5.375% senior notes due 2036
|
416.0
|
|
|
415.8
|
|
||
5.50% senior notes due 2046
|
657.3
|
|
|
657.2
|
|
||
Commercial paper
|
324.9
|
|
|
—
|
|
||
Other debt
|
18.9
|
|
|
48.4
|
|
||
Total debt
|
6,325.6
|
|
|
7,015.0
|
|
||
Short-term debt and current portion of long-term debt
|
(633.9
|
)
|
|
(318.7
|
)
|
||
Long-term debt
|
$
|
5,691.7
|
|
|
$
|
6,696.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
||||||||
Senior notes
|
$
|
6,272.9
|
|
|
$
|
5,981.8
|
|
|
$
|
6,911.2
|
|
|
$
|
6,966.6
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value of Derivatives
|
|
Fair Value of Derivatives
|
||||||||||||
|
Asset (a)
|
|
Liability (a)
|
|
Asset (a)
|
|
Liability (a)
|
||||||||
Derivatives designated as effective hedges:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
6.2
|
|
|
$
|
1.2
|
|
|
$
|
13.3
|
|
|
$
|
0.7
|
|
Commodity contracts
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
3.2
|
|
|
1.3
|
|
|
—
|
|
|
11.5
|
|
||||
Derivatives not designated as effective hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
11.9
|
|
|
14.0
|
|
|
12.9
|
|
|
4.2
|
|
||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||
Total
|
$
|
21.3
|
|
|
$
|
16.6
|
|
|
$
|
26.2
|
|
|
$
|
17.3
|
|
|
|
|
|
|
|
|
|
||||||||
(a) Consolidated balance sheet location:
|
|
|
|
|
|
|
|
||||||||
Asset: Prepaid expenses and other, and other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Liability: Other accrued liabilities, and current and noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2019 |
|
Three Months Ended
September 30, 2018 |
||||||||||||
|
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||||||||||
|
Location of gain/(loss) recognized in income
|
|
Recognized
in OCI (a)
(effective portion)
|
|
Reclassified
from AOCL
to Income
|
|
Recognized
in OCI (a)
(effective portion)
|
|
Reclassified
from AOCL
to Income
|
||||||||
Interest rate swaps
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
(3.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
Foreign currency contracts
|
Net sales and cost of products sold
|
|
5.6
|
|
|
3.4
|
|
|
1.7
|
|
|
(3.0
|
)
|
||||
Commodity contracts
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency swaps
|
Other expense (income), net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
(4.9
|
)
|
|
|
|
Nine Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2018 |
||||||||||||
|
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||||||||||
|
Location of gain/(loss) recognized in income
|
|
Recognized
in OCI (a)
(effective portion)
|
|
Reclassified
from AOCL
to Income
|
|
Recognized
in OCI (a)
(effective portion)
|
|
Reclassified
from AOCL
to Income
|
||||||||
Interest rate swaps
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
(6.5
|
)
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
Foreign currency contracts
|
Net sales and cost of products sold
|
|
1.1
|
|
|
11.7
|
|
|
11.7
|
|
|
(15.5
|
)
|
||||
Commodity contracts
|
Cost of products sold
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency swaps
|
Other expense (income), net
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(3.0
|
)
|
||||
Total
|
|
|
$
|
1.0
|
|
|
$
|
5.2
|
|
|
$
|
10.0
|
|
|
$
|
(24.2
|
)
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||
|
U.S.
|
|
International
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
Interest cost
|
12.3
|
|
|
11.6
|
|
|
3.0
|
|
|
3.1
|
|
||||
Expected return on plan assets
|
(14.8
|
)
|
|
(16.9
|
)
|
|
(3.0
|
)
|
|
(3.6
|
)
|
||||
Amortization, net
|
3.9
|
|
|
5.4
|
|
|
0.5
|
|
|
0.5
|
|
||||
Net periodic pension cost
|
$
|
1.5
|
|
|
$
|
0.3
|
|
|
$
|
1.9
|
|
|
$
|
1.3
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
U.S.
|
|
International
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
4.3
|
|
|
$
|
4.0
|
|
Interest cost
|
36.8
|
|
|
34.8
|
|
|
9.3
|
|
|
9.5
|
|
||||
Expected return on plan assets
|
(44.4
|
)
|
|
(50.6
|
)
|
|
(9.5
|
)
|
|
(11.5
|
)
|
||||
Amortization, net
|
11.6
|
|
|
16.1
|
|
|
1.7
|
|
|
1.8
|
|
||||
Net periodic pension cost
|
$
|
4.4
|
|
|
$
|
0.9
|
|
|
$
|
5.8
|
|
|
$
|
3.8
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Interest cost
|
0.5
|
|
|
0.5
|
|
|
1.4
|
|
|
1.4
|
|
||||
Amortization, net
|
(2.3
|
)
|
|
(2.6
|
)
|
|
(7.0
|
)
|
|
(7.7
|
)
|
||||
Net periodic expense
|
$
|
(1.8
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(6.1
|
)
|
|
Classification
|
|
September 30,
2019 |
||
Assets
|
|
|
|
||
Operating leases
|
Operating lease assets, net
|
|
$
|
639.6
|
|
Finance leases
|
Property, plant and equipment, net (1)
|
|
16.4
|
|
|
Total lease assets
|
|
|
$
|
656.0
|
|
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating leases
|
Other accrued liabilities
|
|
$
|
132.0
|
|
Finance leases
|
Short-term debt and current portion of long-term debt
|
|
3.5
|
|
|
Noncurrent
|
|
|
|
||
Operating leases
|
Long-term operating lease liabilities
|
|
555.3
|
|
|
Finance leases
|
Long-term debt
|
|
10.4
|
|
|
Total lease liabilities
|
|
|
$
|
701.2
|
|
(1)
|
Net of accumulated depreciation of $7.3 million.
|
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
Operating lease cost:
|
|
|
|
||||
Operating lease cost (1)
|
$
|
47.4
|
|
|
$
|
150.5
|
|
Variable lease costs (2)
|
6.3
|
|
|
18.5
|
|
||
Finance lease cost:
|
|
|
|
||||
Amortization of leased assets
|
1.2
|
|
|
3.5
|
|
||
Interest on lease liabilities
|
0.1
|
|
|
0.4
|
|
(1)
|
Includes short-term leases, which are immaterial.
|
(2)
|
Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales.
|
|
September 30, 2019
|
||
Weighted average remaining lease term (years):
|
|
|
|
Operating leases
|
7
|
||
Finance leases
|
4
|
||
Weighted average discount rate:
|
|
|
|
Operating leases
|
4.3%
|
||
Finance leases
|
3.4%
|
|
Nine Months Ended September 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
148.3
|
|
Operating cash flows from finance leases
|
0.5
|
|
|
Financing cash flows from finance leases
|
2.7
|
|
|
Right of use assets obtained in exchange for lease liabilities:
|
|
||
Operating leases
|
123.5
|
|
|
Finance leases
|
6.7
|
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
2019 (Excludes nine months ended September 30, 2019)
|
$
|
45.0
|
|
|
$
|
1.1
|
|
2020
|
158.5
|
|
|
4.3
|
|
||
2021
|
131.3
|
|
|
4.2
|
|
||
2022
|
110.0
|
|
|
3.3
|
|
||
2023
|
85.2
|
|
|
1.5
|
|
||
Thereafter
|
281.0
|
|
|
0.4
|
|
||
Total lease payments
|
811.0
|
|
|
14.8
|
|
||
Less: imputed interest
|
(123.7
|
)
|
|
(0.9
|
)
|
||
Present value of lease liabilities
|
$
|
687.3
|
|
|
$
|
13.9
|
|
|
Operating
Leases
|
||
2019
|
$
|
180.0
|
|
2020
|
144.0
|
|
|
2021
|
117.8
|
|
|
2022
|
97.7
|
|
|
2023
|
74.0
|
|
|
Thereafter
|
263.9
|
|
|
Total lease payments
|
$
|
877.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares outstanding
|
423.4
|
|
|
470.7
|
|
|
423.2
|
|
|
480.6
|
|
Share-based payment awards classified as participating securities (1)
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
0.5
|
|
Basic weighted average shares outstanding
|
423.4
|
|
|
471.0
|
|
|
423.3
|
|
|
481.1
|
|
Dilutive securities (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted weighted average shares outstanding
|
423.4
|
|
|
471.0
|
|
|
423.3
|
|
|
481.1
|
|
(1)
|
For the three months ended September 30, 2019 and 2018, dividends and equivalents for share-based awards that are expected to be forfeited do not have a material effect on net income for basic and diluted earnings per share.
|
(2)
|
The three and nine months ended September 30, 2019 both exclude $0.4 million potentially dilutive share-based awards as their effect would be anti-dilutive.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Fair Value Asset (Liability)
|
|
Fair Value Asset (Liability)
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
$
|
—
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
Liabilities
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
(17.3
|
)
|
||||||||
Investment securities, including mutual funds
|
11.0
|
|
|
2.5
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Goodwill
|
$
|
—
|
|
|
$
|
1,039.5
|
|
Indefinite-lived intangible assets
|
1,242.1
|
|
|
3,698.0
|
|
||
|
$
|
1,242.1
|
|
|
$
|
4,737.5
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Appliances and Cookware
|
|
Calphalon®, Crock-Pot®, Mr. Coffee®, Oster® and Sunbeam®
|
|
Household products, including kitchen appliances, gourmet cookware, bakeware and cutlery
|
Food and Commercial
|
|
Ball®, FoodSaver®, Rubbermaid®, Rubbermaid Commercial Products® and Sistema®
|
|
Food storage and home storage products, fresh preserving
products, vacuum sealing products, commercial cleaning and maintenance solutions, hygiene systems and material handling solutions
|
Home and Outdoor Living
|
|
Chesapeake Bay Candle®, Coleman®, Contigo®, ExOfficio®, First Alert®, Marmot®, WoodWick® and Yankee Candle®
|
|
Products for outdoor and outdoor-related activities, home fragrance products and connected home and security products
|
Learning and Development
|
|
Aprica®, Baby Jogger®, Dymo®, Elmer’s®, Expo®, Graco®, Mr. Sketch®, NUK®, Paper Mate®, Parker®, Prismacolor®, Sharpie®, Tigex® Waterman® and X-Acto®
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; labeling solutions; baby gear and infant care products
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales (1)
|
|
|
|
|
|
|
|
|
||||||||
Appliances and Cookware
|
|
$
|
430.1
|
|
|
$
|
453.6
|
|
|
$
|
1,121.5
|
|
|
$
|
1,215.1
|
|
Food and Commercial
|
|
473.2
|
|
|
539.4
|
|
|
1,307.4
|
|
|
1,431.2
|
|
||||
Home and Outdoor Living
|
|
723.2
|
|
|
726.5
|
|
|
2,055.2
|
|
|
2,137.9
|
|
||||
Learning and Development
|
|
824.1
|
|
|
829.2
|
|
|
2,254.4
|
|
|
2,274.9
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||
|
|
$
|
2,450.6
|
|
|
$
|
2,548.7
|
|
|
$
|
6,738.5
|
|
|
$
|
7,061.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) (2)
|
|
|
|
|
|
|
|
|
||||||||
Appliances and Cookware
|
|
$
|
(595.0
|
)
|
|
$
|
(1,568.8
|
)
|
|
$
|
(592.9
|
)
|
|
$
|
(1,550.2
|
)
|
Food and Commercial
|
|
32.8
|
|
|
(1,697.6
|
)
|
|
152.8
|
|
|
(1,599.6
|
)
|
||||
Home and Outdoor Living
|
|
(180.7
|
)
|
|
(4,300.4
|
)
|
|
(163.0
|
)
|
|
(4,283.2
|
)
|
||||
Learning and Development
|
|
182.1
|
|
|
(159.2
|
)
|
|
487.6
|
|
|
102.5
|
|
||||
Other
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
3.4
|
|
||||
Corporate
|
|
(71.1
|
)
|
|
(97.7
|
)
|
|
(208.9
|
)
|
|
(290.0
|
)
|
||||
Restructuring
|
|
(2.9
|
)
|
|
(12.4
|
)
|
|
(21.3
|
)
|
|
(64.1
|
)
|
||||
|
|
$
|
(634.8
|
)
|
|
$
|
(7,835.1
|
)
|
|
$
|
(345.7
|
)
|
|
$
|
(7,681.2
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
Segment assets
|
|
|
|
|
|
|
|
|
||||||||
Appliances and Cookware
|
|
|
|
|
|
$
|
1,610.4
|
|
|
$
|
2,134.5
|
|
||||
Food and Commercial
|
|
|
|
|
|
3,237.6
|
|
|
3,185.8
|
|
||||||
Home and Outdoor Living
|
|
|
|
|
|
4,101.1
|
|
|
4,103.2
|
|
||||||
Learning and Development
|
|
|
|
|
|
4,805.7
|
|
|
4,882.1
|
|
||||||
Corporate
|
|
|
|
|
|
1,288.7
|
|
|
1,151.9
|
|
||||||
|
|
|
|
|
|
$
|
15,043.5
|
|
|
$
|
15,457.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Three Months Ended September 30,
|
||||||||||
|
|
|
|
|
|
2019
|
|
2018
|
||||||||
Impairment of goodwill and indefinite-lived intangibles assets (3)
|
|
|
|
|
||||||||||||
Appliances and Cookware
|
|
|
|
|
|
$
|
606.9
|
|
|
$
|
1,604.5
|
|
||||
Food and Commercial
|
|
|
|
|
|
—
|
|
|
1,802.1
|
|
||||||
Home and Outdoor Living
|
|
|
|
|
|
217.1
|
|
|
4,370.1
|
|
||||||
Learning and Development
|
|
|
|
|
|
—
|
|
|
351.3
|
|
||||||
|
|
|
|
|
|
$
|
824.0
|
|
|
$
|
8,128.0
|
|
(1)
|
All intercompany transactions have been eliminated.
|
(2)
|
Operating income (loss) by segment is net sales less cost of products sold, SG&A and impairment of goodwill, intangibles and other assets for continuing operations. Certain Corporate expenses of an operational nature are allocated to business segments primarily on a net sales basis. Corporate depreciation and amortization is allocated to the segments on a percentage of sales basis, and included in segment operating income.
|
(3)
|
During the three months ended September 30, 2019 and 2018, as a result of the Company’s annual other indefinite-lived intangible impairment testing, the Company recorded impairment charges to reflect impairment of intangible assets related to certain of the Company’s indefinite-lived trade names and goodwill.
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||||||
|
Appliances and Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning and Development
|
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
430.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
430.1
|
|
Food and Commercial Products
|
—
|
|
|
473.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
473.2
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
112.1
|
|
|
—
|
|
|
—
|
|
|
112.1
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
254.9
|
|
|
—
|
|
|
—
|
|
|
254.9
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
356.2
|
|
|
—
|
|
|
—
|
|
|
356.2
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
300.2
|
|
|
—
|
|
|
300.2
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
523.9
|
|
|
—
|
|
|
523.9
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
430.1
|
|
|
$
|
473.2
|
|
|
$
|
723.2
|
|
|
$
|
824.1
|
|
|
$
|
—
|
|
|
$
|
2,450.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
296.8
|
|
|
$
|
412.5
|
|
|
$
|
536.5
|
|
|
$
|
605.2
|
|
|
$
|
—
|
|
|
$
|
1,851.0
|
|
International
|
133.3
|
|
|
60.7
|
|
|
186.7
|
|
|
218.9
|
|
|
—
|
|
|
599.6
|
|
||||||
Total
|
$
|
430.1
|
|
|
$
|
473.2
|
|
|
$
|
723.2
|
|
|
$
|
824.1
|
|
|
$
|
—
|
|
|
$
|
2,450.6
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Appliances and Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning and Development
|
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
453.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
453.6
|
|
Food and Commercial Products
|
—
|
|
|
539.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
539.4
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
96.4
|
|
|
—
|
|
|
—
|
|
|
96.4
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
261.0
|
|
|
—
|
|
|
—
|
|
|
261.0
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
369.1
|
|
|
—
|
|
|
—
|
|
|
369.1
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
301.4
|
|
|
—
|
|
|
301.4
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
527.8
|
|
|
—
|
|
|
527.8
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
453.6
|
|
|
$
|
539.4
|
|
|
$
|
726.5
|
|
|
$
|
829.2
|
|
|
$
|
—
|
|
|
$
|
2,548.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
319.1
|
|
|
$
|
482.9
|
|
|
$
|
532.8
|
|
|
$
|
596.5
|
|
|
$
|
—
|
|
|
$
|
1,931.3
|
|
International
|
134.5
|
|
|
56.5
|
|
|
193.7
|
|
|
232.7
|
|
|
—
|
|
|
617.4
|
|
||||||
Total
|
$
|
453.6
|
|
|
$
|
539.4
|
|
|
$
|
726.5
|
|
|
$
|
829.2
|
|
|
$
|
—
|
|
|
$
|
2,548.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||||
|
Appliances and Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning and Development
|
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
1,121.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,121.5
|
|
Food and Commercial Products
|
—
|
|
|
1,307.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,307.4
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
286.8
|
|
|
—
|
|
|
—
|
|
|
286.8
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
623.4
|
|
|
—
|
|
|
—
|
|
|
623.4
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
1,145.0
|
|
|
—
|
|
|
—
|
|
|
1,145.0
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
826.2
|
|
|
—
|
|
|
826.2
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,428.2
|
|
|
—
|
|
|
1,428.2
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
1,121.5
|
|
|
$
|
1,307.4
|
|
|
$
|
2,055.2
|
|
|
$
|
2,254.4
|
|
|
$
|
—
|
|
|
$
|
6,738.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
730.8
|
|
|
$
|
1,132.7
|
|
|
$
|
1,476.8
|
|
|
$
|
1,626.4
|
|
|
$
|
—
|
|
|
$
|
4,966.7
|
|
International
|
390.7
|
|
|
174.7
|
|
|
578.4
|
|
|
628.0
|
|
|
—
|
|
|
1,771.8
|
|
||||||
Total
|
$
|
1,121.5
|
|
|
$
|
1,307.4
|
|
|
$
|
2,055.2
|
|
|
$
|
2,254.4
|
|
|
$
|
—
|
|
|
$
|
6,738.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Appliances and Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning and Development
|
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
1,215.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,215.1
|
|
Food and Commercial Products
|
—
|
|
|
1,431.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,431.2
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
273.5
|
|
|
—
|
|
|
—
|
|
|
273.5
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
648.8
|
|
|
—
|
|
|
—
|
|
|
648.8
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
1,215.6
|
|
|
—
|
|
|
—
|
|
|
1,215.6
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
848.7
|
|
|
—
|
|
|
848.7
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,426.2
|
|
|
—
|
|
|
1,426.2
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||||
Total
|
$
|
1,215.1
|
|
|
$
|
1,431.2
|
|
|
$
|
2,137.9
|
|
|
$
|
2,274.9
|
|
|
$
|
2.0
|
|
|
$
|
7,061.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
806.4
|
|
|
$
|
1,257.1
|
|
|
$
|
1,532.0
|
|
|
$
|
1,607.1
|
|
|
$
|
2.0
|
|
|
$
|
5,204.6
|
|
International
|
408.7
|
|
|
174.1
|
|
|
605.9
|
|
|
667.8
|
|
|
—
|
|
|
1,856.5
|
|
||||||
Total
|
$
|
1,215.1
|
|
|
$
|
1,431.2
|
|
|
$
|
2,137.9
|
|
|
$
|
2,274.9
|
|
|
$
|
2.0
|
|
|
$
|
7,061.1
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Appliances and Cookware
|
|
Calphalon®, Crock-Pot®, Mr. Coffee®, Oster® and Sunbeam®
|
|
Household products, including kitchen appliances, gourmet cookware, bakeware and cutlery
|
Food and Commercial
|
|
Ball®, FoodSaver®, Rubbermaid®, Rubbermaid Commercial Products® and Sistema®
|
|
Food storage and home storage products, fresh preserving
products, vacuum sealing products, commercial cleaning and maintenance solutions, hygiene systems and material handling solutions
|
Home and Outdoor Living
|
|
Chesapeake Bay Candle®, Coleman®, Contigo®, ExOfficio®, First Alert®, Marmot®, WoodWick® and Yankee Candle®
|
|
Products for outdoor and outdoor-related activities, home fragrance products and connected home and security products
|
Learning and Development
|
|
Aprica®, Baby Jogger®, Dymo®, Elmer’s®, Expo®, Graco®, Mr. Sketch®, NUK®, Paper Mate®, Parker®, Prismacolor®, Sharpie®, Tigex® Waterman® and X-Acto®
|
|
Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; labeling solutions; baby gear and infant care products
|
|
Three Months Ended September 30,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
|||||||
Net sales
|
$
|
2,450.6
|
|
|
$
|
2,548.7
|
|
|
$
|
(98.1
|
)
|
|
(3.8
|
)%
|
Cost of products sold
|
1,639.9
|
|
|
1,633.3
|
|
|
6.6
|
|
|
0.4
|
%
|
|||
Gross profit
|
810.7
|
|
|
915.4
|
|
|
(104.7
|
)
|
|
(11.4
|
)%
|
|||
Selling general and administrative expenses (“SG&A”)
|
607.7
|
|
|
604.4
|
|
|
3.3
|
|
|
0.5
|
%
|
|||
Restructuring costs, net
|
2.9
|
|
|
12.4
|
|
|
(9.5
|
)
|
|
(76.6
|
)%
|
|||
Impairment of goodwill, intangibles and other assets
|
834.9
|
|
|
8,133.7
|
|
|
(7,298.8
|
)
|
|
(89.7
|
)%
|
|||
Operating loss
|
(634.8
|
)
|
|
(7,835.1
|
)
|
|
7,200.3
|
|
|
91.9
|
%
|
|||
Interest expense, net
|
74.2
|
|
|
105.6
|
|
|
(31.4
|
)
|
|
(29.7
|
)%
|
|||
Loss on extinguishment of debt
|
29.0
|
|
|
—
|
|
|
29.0
|
|
|
100.0
|
%
|
|||
Other expense (income), net
|
7.0
|
|
|
4.2
|
|
|
2.8
|
|
|
66.7
|
%
|
|||
Loss before income taxes
|
$
|
(745.0
|
)
|
|
$
|
(7,944.9
|
)
|
|
$
|
7,199.9
|
|
|
90.6
|
%
|
Impairment of goodwill and indefinite-lived intangibles assets
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Appliances and Cookware
|
$
|
606.9
|
|
|
$
|
1,604.5
|
|
Food and Commercial
|
—
|
|
|
1,802.1
|
|
||
Home and Outdoor Living
|
217.1
|
|
|
4,370.1
|
|
||
Learning and Development
|
—
|
|
|
351.3
|
|
||
Total
|
$
|
824.0
|
|
|
$
|
8,128.0
|
|
|
Net Sales
|
|
Operating Income (Loss)
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
||||||||||||||
Appliances and Cookware
|
$
|
430.1
|
|
|
$
|
453.6
|
|
|
$
|
(23.5
|
)
|
|
(5.2
|
)%
|
|
$
|
(595.0
|
)
|
|
$
|
(1,568.8
|
)
|
|
$
|
973.8
|
|
|
62.1
|
%
|
Food and Commercial
|
473.2
|
|
|
539.4
|
|
|
(66.2
|
)
|
|
(12.3
|
)%
|
|
32.8
|
|
|
(1,697.6
|
)
|
|
1,730.4
|
|
|
101.9
|
%
|
||||||
Home and Outdoor Living
|
723.2
|
|
|
726.5
|
|
|
(3.3
|
)
|
|
(0.5
|
)%
|
|
(180.7
|
)
|
|
(4,300.4
|
)
|
|
4,119.7
|
|
|
95.8
|
%
|
||||||
Learning and Development
|
824.1
|
|
|
829.2
|
|
|
(5.1
|
)
|
|
(0.6
|
)%
|
|
182.1
|
|
|
(159.2
|
)
|
|
341.3
|
|
|
214.4
|
%
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
(100.0
|
)%
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(71.1
|
)
|
|
(97.7
|
)
|
|
26.6
|
|
|
27.2
|
%
|
||||||
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(2.9
|
)
|
|
(12.4
|
)
|
|
9.5
|
|
|
76.6
|
%
|
||||||
Total
|
$
|
2,450.6
|
|
|
$
|
2,548.7
|
|
|
$
|
(98.1
|
)
|
|
(3.8
|
)%
|
|
$
|
(634.8
|
)
|
|
$
|
(7,835.1
|
)
|
|
$
|
7,200.3
|
|
|
91.9
|
%
|
|
Nine Months Ended September 30,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
|||||||
Net sales
|
$
|
6,738.5
|
|
|
$
|
7,061.1
|
|
|
$
|
(322.6
|
)
|
|
(4.6
|
)%
|
Cost of products sold
|
4,483.1
|
|
|
4,605.8
|
|
|
(122.7
|
)
|
|
(2.7
|
)%
|
|||
Gross profit
|
2,255.4
|
|
|
2,455.3
|
|
|
(199.9
|
)
|
|
(8.1
|
)%
|
|||
Selling general and administrative expenses
|
1,742.0
|
|
|
1,907.1
|
|
|
(165.1
|
)
|
|
(8.7
|
)%
|
|||
Restructuring costs, net
|
21.3
|
|
|
64.1
|
|
|
(42.8
|
)
|
|
(66.8
|
)%
|
|||
Impairment of goodwill, intangibles and other assets
|
837.8
|
|
|
8,165.3
|
|
|
(7,327.5
|
)
|
|
(89.7
|
)%
|
|||
Operating loss
|
(345.7
|
)
|
|
(7,681.2
|
)
|
|
7,335.5
|
|
|
95.5
|
%
|
|||
Interest expense, net
|
232.6
|
|
|
342.2
|
|
|
(109.6
|
)
|
|
(32.0
|
)%
|
|||
Loss on extinguishment of debt
|
29.0
|
|
|
—
|
|
|
29.0
|
|
|
100.0
|
%
|
|||
Other expense (income), net
|
30.7
|
|
|
(10.5
|
)
|
|
41.2
|
|
|
392.4
|
%
|
|||
Loss before income taxes
|
$
|
(638.0
|
)
|
|
$
|
(8,012.9
|
)
|
|
$
|
7,374.9
|
|
|
92.0
|
%
|
Impairment of goodwill and indefinite-lived intangibles assets
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Appliances and Cookware
|
$
|
606.9
|
|
|
$
|
1,604.5
|
|
Food and Commercial
|
—
|
|
|
1,802.1
|
|
||
Home and Outdoor Living
|
217.1
|
|
|
4,370.1
|
|
||
Learning and Development
|
—
|
|
|
351.3
|
|
||
Total
|
$
|
824.0
|
|
|
$
|
8,128.0
|
|
|
Net Sales
|
|
Operating Income (Loss)
|
||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
% Change
|
||||||||||||||
Appliances and Cookware
|
$
|
1,121.5
|
|
|
$
|
1,215.1
|
|
|
$
|
(93.6
|
)
|
|
(7.7
|
)%
|
|
$
|
(592.9
|
)
|
|
$
|
(1,550.2
|
)
|
|
$
|
957.3
|
|
|
61.8
|
%
|
Food and Commercial
|
1,307.4
|
|
|
1,431.2
|
|
|
(123.8
|
)
|
|
(8.7
|
)%
|
|
152.8
|
|
|
(1,599.6
|
)
|
|
1,752.4
|
|
|
109.6
|
%
|
||||||
Home and Outdoor Living
|
2,055.2
|
|
|
2,137.9
|
|
|
(82.7
|
)
|
|
(3.9
|
)%
|
|
(163.0
|
)
|
|
(4,283.2
|
)
|
|
4,120.2
|
|
|
96.2
|
%
|
||||||
Learning and Development
|
2,254.4
|
|
|
2,274.9
|
|
|
(20.5
|
)
|
|
(0.9
|
)%
|
|
487.6
|
|
|
102.5
|
|
|
385.1
|
|
|
375.7
|
%
|
||||||
Other
|
—
|
|
|
2.0
|
|
|
(2.0
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
3.4
|
|
|
(3.4
|
)
|
|
(100.0
|
)%
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(208.9
|
)
|
|
(290.0
|
)
|
|
81.1
|
|
|
28.0
|
%
|
||||||
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(21.3
|
)
|
|
(64.1
|
)
|
|
42.8
|
|
|
66.8
|
%
|
||||||
Total
|
$
|
6,738.5
|
|
|
$
|
7,061.1
|
|
|
$
|
(322.6
|
)
|
|
(4.6
|
)%
|
|
$
|
(345.7
|
)
|
|
$
|
(7,681.2
|
)
|
|
$
|
7,335.5
|
|
|
95.5
|
%
|
Continuing Operations
|
2019
|
|
2018
|
|
Increase (Decrease)
|
||||||
Cash provided by operating activities
|
$
|
403.1
|
|
|
$
|
88.6
|
|
|
$
|
314.5
|
|
Cash used in investing activities
|
(151.4
|
)
|
|
(122.2
|
)
|
|
(29.2
|
)
|
|||
Cash provided by (used in) financing activities
|
(270.6
|
)
|
|
1,006.5
|
|
|
(1,277.1
|
)
|
|||
Discontinued Operations
|
|
|
|
|
|
||||||
Cash provided by operating activities
|
$
|
21.0
|
|
|
$
|
93.0
|
|
|
$
|
(72.0
|
)
|
Cash provided by investing activities
|
732.4
|
|
|
2,681.5
|
|
|
(1,949.1
|
)
|
|||
Cash used in financing activities
|
(753.4
|
)
|
|
(2,774.5
|
)
|
|
2,021.1
|
|
|||
Total Company
|
|
|
|
|
|
||||||
Cash provided by operating activities
|
$
|
424.1
|
|
|
$
|
181.6
|
|
|
$
|
242.5
|
|
Cash provided by investing activities
|
581.0
|
|
|
2,559.3
|
|
|
(1,978.3
|
)
|
|||
Cash used in financing activities
|
(1,024.0
|
)
|
|
(1,768.0
|
)
|
|
744.0
|
|
|||
Currency effect on cash and cash equivalents
|
(11.4
|
)
|
|
(15.0
|
)
|
|
3.6
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(30.3
|
)
|
|
$
|
957.9
|
|
|
$
|
(988.2
|
)
|
|
September 30,
2019 |
||
|
Asset
(Liability)
|
||
|
|
||
Derivatives designated as effective hedges:
|
|
||
Cash flow hedges:
|
|
||
Foreign currency contracts
|
$
|
5.0
|
|
Commodity contracts
|
(0.1
|
)
|
|
Fair value hedges:
|
|
||
Interest rate swaps
|
1.9
|
|
|
Derivatives not designated as effective hedges:
|
|
||
Foreign currency contracts
|
(2.1
|
)
|
|
Total
|
$
|
4.7
|
|
•
|
the Company’s dependence on the strength of retail, commercial and industrial sectors of the economy in various parts of the world;
|
•
|
competition with other manufacturers and distributors of consumer products;
|
•
|
major retailers’ strong bargaining power and consolidation of the Company’s customers;
|
•
|
the Company’s ability to improve productivity, reduce complexity and streamline operations;
|
•
|
future events that could adversely affect the value of our assets and/or stock price and require additional impairment charges;
|
•
|
the Company’s ability to remediate the material weakness in internal control over financial reporting and to maintain effective internal control over financial reporting;
|
•
|
the Company's ability to develop innovative new products, to develop, maintain and strengthen end user brands and to realize the benefits of increased advertising promotion and spend;
|
•
|
risks related to the Company’s substantial indebtedness, potential increases in interest rates or additional adverse changes in the Company’s credit ratings;
|
•
|
the Company’s ability to effectively accelerate its transformation plan and execute its divestitures of the remaining assets held for sale;
|
•
|
the Company’s ability to complete planned divestitures, and other unexpected costs or expenses associated with dispositions;
|
•
|
changes in the prices of raw materials and sourced products and the Company’s ability to obtain raw materials and sourced products in a timely manner;
|
•
|
the impact of governmental investigations, lawsuits or other activities by third parties;
|
•
|
the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions;
|
•
|
a failure of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s services providers;
|
•
|
the impact of U.S. or foreign regulations on the Company’s operations, including the escalation of tariffs on imports into the U.S. and exports to Canada, China and the European Union and environmental remediation costs;
|
•
|
the potential inability to attract, retain and motivate key employees;
|
•
|
new Treasury or tax regulations and the resolution of tax contingencies resulting in additional tax liabilities;
|
•
|
product liability, product recalls or related regulatory actions;
|
•
|
the Company’s ability to protect its intellectual property rights;
|
•
|
significant increases in the funding obligations related to the Company’s pension plans; and
|
•
|
other factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
|
•
|
enhancing the level of review of deferred tax balances for each business held for sale;
|
•
|
supplementing the review of deferred tax balances by legal entity to ensure proper presentation for financial reporting purposes;
|
•
|
enhancing the review of the intra-period tax allocation between continuing and discontinued operations;
|
•
|
enhancing the review of the tax basis utilizing the gain/loss calculation;
|
•
|
enhancing the held for sale footnote reconciliation process; and
|
•
|
enhancing the review and approval process for the underlying data utilized in determining the estimated fair value and expected form of sale reflected in the Company’s impairment test.
|
Calendar Month
|
Total Number
of Shares
Purchased (2)
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum
Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs (1)
|
||||||
July
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,096,216,000
|
|
August
|
5,264
|
|
|
15.76
|
|
|
—
|
|
|
$
|
2,096,216,000
|
|
|
September
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,096,216,000
|
|
|
Total
|
5,264
|
|
|
$
|
15.76
|
|
|
—
|
|
|
|
(1)
|
Under the Company’s share repurchase program (“SRP”), the Company may repurchase shares of its common stock through a combination of 10b5-1 automatic trading plans, discretionary market purchases or in privately negotiated transactions. On June 11, 2018, the Company announced that its Board of Directors authorized a $2.5 billion increase in the then available amount under its existing SRP. Under the updated SRP, the Company is authorized to repurchase up to approximately $3.6 billion of its outstanding shares through the end of 2019. At September 30, 2019, the Company’s remaining available share repurchase capacity approved under the SRP was approximately $2.1 billion
|
(2)
|
All shares during the three months ended September 30, 2019, were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units, which were purchased by the Company based on their fair market value on the vesting date.
|
Exhibit Number
|
|
Description of Exhibit
|
10.1*†
|
|
|
10.2†
|
|
|
10.3†
|
|
|
10.4†
|
|
|
10.5
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
NEWELL BRANDS INC.
Registrant
|
|
|
|
|
Date:
|
November 4, 2019
|
|
/s/ Christopher H. Peterson
|
|
|
|
Christopher H. Peterson
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
Date:
|
November 4, 2019
|
|
/s/ Robert A. Schmidt
|
|
|
|
Robert A. Schmidt
|
|
|
|
Senior Vice President, Chief Accounting Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for 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/ Ravichandra K. Saligram
|
Ravichandra K. Saligram
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for 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/ Christopher H. Peterson
|
Christopher H. Peterson
|
Executive Vice President,
|
Chief Financial Officer
|
/s/ Ravichandra K. Saligram
|
Ravichandra K. Saligram
|
Chief Executive Officer
|
November 4, 2019
|
/s/ Christopher H. Peterson
|
Christopher H. Peterson
|
Executive Vice President,
|
Chief Financial Officer
|
November 4, 2019
|