|
FOR THE FISCAL YEAR ENDED
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COMMISSION FILE NUMBER
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December 31, 2019
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1-9608
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Delaware
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36-3514169
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
6655 Peachtree Dunwoody Road,
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30328
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Atlanta,
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Georgia
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(Zip Code)
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(Address of principal executive offices)
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TITLE OF EACH CLASS
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TRADING SYMBOL
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NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $1 par value per share
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NWL
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Nasdaq Stock Market LLC
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Large accelerated filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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•
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Strengthen the portfolio by investing in attractive categories aligned with its capabilities and strategy;
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•
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Sustainable profitable growth by focusing on innovation, as well as growth in digital marketing, e-commerce and its international businesses;
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•
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Attractive margins by driving productivity and overhead savings to reinvest into the business;
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•
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Cash efficiency by improving key working capital metrics, resulting in a lower cash conversion cycle; and
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•
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Build a winning team through engagement and focusing the best people on the right things.
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•
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Growing core sales;
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•
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Improving operating margins;
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•
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Accelerating cash conversion cycle; and
|
•
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Strengthening organizational capability and employee engagement.
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Appliances and Cookware
|
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Calphalon®, Crock-Pot®, Mr. Coffee®, Oster® and Sunbeam®
|
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Household products, including kitchen appliances, gourmet cookware, bakeware and cutlery
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Food and Commercial
|
|
Ball®, FoodSaver®, Rubbermaid®, Sistema®, Rubbermaid Commercial Products®, Mapa®, Quickie® and Spontex®
|
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Food storage and home storage products, fresh preserving products, vacuum sealing products, commercial cleaning and maintenance solutions, hygiene systems and material handling solutions
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Home and Outdoor Living
|
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Chesapeake Bay Candle®, Coleman®, Contigo®, ExOfficio®, First Alert®, Marmot®, WoodWick® and Yankee Candle®
|
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Products for outdoor and outdoor-related activities, home fragrance products and connected home and security
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Learning and Development
|
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Aprica®, Baby Jogger®, Dymo®, Elmer’s®, EXPO®, Graco®, Mr. Sketch®, NUK®, Paper Mate®, Parker®, Prismacolor®, Sharpie®, Tigex® Waterman® and X-Acto®
|
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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
|
•
|
reduce lead times for product delivery, which may require the Company to increase inventories and could impact the timing of reported sales;
|
•
|
improve customer service, such as with direct import programs, whereby product is supplied directly to retailers from third-party suppliers; and
|
•
|
adopt technologies related to inventory management such as Radio Frequency Identification, otherwise known as RFID technology, which may have substantial implementation costs.
|
•
|
difficulties in the separation of operations, services, products and personnel;
|
•
|
the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
|
•
|
the disruption of the Company’s business;
|
•
|
the potential loss of key employees; and
|
•
|
disputes or litigation with the buyers.
|
•
|
Enhanced the level of review of deferred tax balances for each business that is categorized as held for sale considering the form of divestiture transaction;
|
•
|
Supplemented the review of deferred tax balances by legal entity and account to ensure proper presentation for financial reporting purposes;
|
•
|
Enhanced the review of the intra-period tax allocation between continuing and discontinued operations;
|
•
|
Enhanced the review of the calculation of historical and current tax basis utilized in the gain/loss calculation;
|
•
|
Enhanced the held for sale footnote reconciliation process; and
|
•
|
Enhanced 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.
|
•
|
Hiring experienced resources with substantive backgrounds in accounting for income taxes as well as U.S. multinational public company experience; and
|
•
|
Engaging a third party to review the Company’s tax provision processes, identify inefficiencies, and recommend process enhancements.
|
•
|
Implementing enhancements and process improvements to the quarterly and annual provision with respect of uncertain tax positions and state income taxes; and
|
•
|
Undertaking extensive training for key personnel in each reporting jurisdiction on tax reporting requirements and our redesigned processes; and
|
•
|
Implementing a tax reporting software solution that will enhance our state income tax reporting capabilities.
|
•
|
requiring the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which reduces the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchases of the Company’s common stock and other general corporate purposes;
|
•
|
limiting the Company’s flexibility in planning for, or reacting to, adverse business and economic conditions or changes in the Company’s business and the industries in which it operates;
|
•
|
placing the Company at a competitive disadvantage compared to its competitors that have less debt; and
|
•
|
limiting, along with the financial and non-financial covenants in the Company’s debt documents, its ability to borrow additional funds.
|
•
|
protectionist policies restricting or impairing the manufacturing, sales or import and export of the Company’s products, including tariffs and countermeasures;
|
•
|
new restrictions on access to markets;
|
•
|
lack of developed infrastructure;
|
•
|
inflation (including hyperinflation) or recession;
|
•
|
devaluations or fluctuations in the value of currencies;
|
•
|
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;
|
•
|
social, political or economic instability;
|
•
|
acts of war and terrorism;
|
•
|
natural disasters or other crises;
|
•
|
reduced protection of intellectual property rights;
|
•
|
increases in duties and taxation;
|
•
|
restrictions on transfer of funds and/or exchange of currencies;
|
•
|
expropriation of assets or forced relocations of operations; and
|
•
|
other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by host countries.
|
•
|
ordering and managing materials from suppliers;
|
•
|
converting materials to finished products;
|
•
|
shipping products to customers;
|
•
|
marketing and selling products to consumers;
|
•
|
collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data, including data that may be subject to the General Data Protection Regulation of the European Union or the California Consumer Privacy Act;
|
•
|
processing transactions;
|
•
|
summarizing and reporting results of operations;
|
•
|
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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providing data security; and
|
•
|
handling other processes necessary to manage the Company’s business.
|
Name
|
|
Age
|
|
Title
|
Ravichandra K. Saligram
|
|
63
|
|
President and Chief Executive Officer
|
Christopher H. Peterson
|
|
53
|
|
Chief Financial Officer & President, Business Operations
|
Bradford R. Turner
|
|
47
|
|
Chief Legal and Administrative Officer and Corporate Secretary
|
Russell Torres
|
|
48
|
|
Group President
|
Laurel M. Hurd
|
|
50
|
|
Segment President, Learning and Development
|
Stephen B. Parsons
|
|
55
|
|
Chief Human Resources Officer
|
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
|
|
Maximum
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (1)
|
||||||
October
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,096,216,000
|
|
November
|
|
33,968
|
|
|
20.33
|
|
|
—
|
|
|
$
|
2,096,216,000
|
|
|
December
|
|
18,314
|
|
|
18.63
|
|
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
52,282
|
|
|
19.74
|
|
|
—
|
|
|
|
(1)
|
Under the Company’s then existing share repurchase program (“SRP”), which expired on December 31, 2019 and was not extended, the Company could repurchase up to approximately $3.6 billion of its outstanding common stock through a combination of 10b5-1 automatic trading plans, discretionary market purchases or in privately negotiated transactions.
|
(2)
|
All shares purchased during the three months ended December 31, 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.
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
(in millions, except per share data)
|
|
2019 (1)
|
|
2018 (1)
|
|
2017 (1)
|
|
2016
|
|
2015
|
||||||||||
STATEMENTS OF OPERATIONS DATA (2) (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
9,714.9
|
|
|
$
|
10,154.0
|
|
|
$
|
11,170.4
|
|
|
$
|
10,680.4
|
|
|
$
|
5,777.1
|
|
Gross profit
|
|
3,219.4
|
|
|
3,517.7
|
|
|
3,810.5
|
|
|
3,578.2
|
|
|
2,237.8
|
|
|||||
Operating income (loss)
|
|
(481.7
|
)
|
|
(7,554.0
|
)
|
|
706.8
|
|
|
801.6
|
|
|
547.2
|
|
|||||
Income (loss) before income taxes
|
|
(851.6
|
)
|
|
(7,991.7
|
)
|
|
919.3
|
|
|
520.5
|
|
|
283.6
|
|
|||||
Income (loss) from continuing operations
|
|
186.1
|
|
|
(6,632.8
|
)
|
|
2,434.3
|
|
|
334.3
|
|
|
226.2
|
|
|||||
Income (loss) income from discontinued operations
|
|
(79.5
|
)
|
|
(309.7
|
)
|
|
314.5
|
|
|
193.5
|
|
|
123.8
|
|
|||||
Net income (loss)
|
|
$
|
106.6
|
|
|
$
|
(6,942.5
|
)
|
|
$
|
2,748.8
|
|
|
$
|
527.8
|
|
|
$
|
350.0
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.44
|
|
|
$
|
(14.00
|
)
|
|
$
|
5.00
|
|
|
$
|
0.79
|
|
|
$
|
0.84
|
|
Income (loss) from discontinued operations (3)
|
|
(0.19
|
)
|
|
(0.65
|
)
|
|
0.65
|
|
|
0.46
|
|
|
0.46
|
|
|||||
Net income (loss)
|
|
$
|
0.25
|
|
|
$
|
(14.65
|
)
|
|
$
|
5.65
|
|
|
$
|
1.25
|
|
|
$
|
1.30
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.44
|
|
|
$
|
(14.00
|
)
|
|
$
|
4.99
|
|
|
$
|
0.79
|
|
|
$
|
0.83
|
|
Income (loss) from discontinued operations
|
|
(0.19
|
)
|
|
(0.65
|
)
|
|
0.64
|
|
|
0.46
|
|
|
0.46
|
|
|||||
Net income (loss)
|
|
$
|
0.25
|
|
|
$
|
(14.65
|
)
|
|
$
|
5.63
|
|
|
$
|
1.25
|
|
|
$
|
1.29
|
|
Dividends
|
|
$
|
0.92
|
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventories
|
|
$
|
1,606.7
|
|
|
$
|
1,760.7
|
|
|
$
|
1,855.8
|
|
|
$
|
1,547.5
|
|
|
$
|
701.8
|
|
Working capital (4)
|
|
1,131.9
|
|
|
2,655.0
|
|
|
5,822.6
|
|
|
8,901.1
|
|
|
506.4
|
|
|||||
Total assets
|
|
15,642.0
|
|
|
17,722.4
|
|
|
33,135.5
|
|
|
33,834.8
|
|
|
7,211.4
|
|
|||||
Short-term debt and current portion of long-term debt
|
|
332.4
|
|
|
318.7
|
|
|
661.8
|
|
|
600.8
|
|
|
388.8
|
|
|||||
Long-term debt
|
|
5,391.3
|
|
|
6,696.3
|
|
|
9,889.1
|
|
|
11,286.9
|
|
|
2,621.0
|
|
|||||
Total stockholders’ equity
|
|
4,996.0
|
|
|
5,253.2
|
|
|
14,181.3
|
|
|
11,384.4
|
|
|
1,826.4
|
|
(1)
|
Supplemental data regarding 2019, 2018 and 2017 is provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. During 2019 and 2018, the Company recorded non-cash impairment charges related to goodwill and indefinite-lived intangibles of $1.2 billion and $8.3 billion, respectively, in continuing operations and $112 million and $1.5 billion, respectively, in discontinued operations (see Footnotes 3 and 8 of the Notes to the Consolidated Financial Statements).
|
(2)
|
The results of Chesapeake Bay Candle, Sistema Plastics, Smith Mountain Industries, Jarden Corporation and Elmer’s Products, Inc., are included from their dates of acquisition of September 2017, April 2017, January 2017, April 2016 and October 2015, respectively.
|
(3)
|
The results of the Company’s Rubbermaid® medical cart business, Décor business, Tools business and Winter Sports business were included in continuing operations up until their dates of disposition of August 2015, June 2016, March 2017 and July 2017, respectively. Also, at various dates during 2017, the Company sold a number of smaller businesses, including its Rubbermaid® consumer storage totes business, its Teutonia® stroller business, its Lehigh business, its Firebuilding business and its triathlon apparel business, the results of which, were included in continuing operations up until their respective dates of disposition. The results of the Company’s Playing Cards business, Process Solutions business, Rexair business, Jostens business, Pure Fishing business, Goody business, Team Sports business and Waddington business, were included in discontinued operations up until their dates of disposition of December 2019, May 2019, May 2019, December 2018, December 2018, August 2018, June 2018 and June 2018, respectively.
|
(4)
|
Working capital is defined as current assets less current liabilities.
|
(in millions, except per share amounts)
|
|
First
Quarter (2)
|
|
Second
Quarter (2)
|
|
Third
Quarter (2)
|
|
Fourth
Quarter (2)
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,041.8
|
|
|
$
|
2,480.6
|
|
|
$
|
2,568.6
|
|
|
$
|
2,623.9
|
|
|
$
|
9,714.9
|
|
Gross profit
|
|
654.6
|
|
|
865.4
|
|
|
846.9
|
|
|
852.5
|
|
|
3,219.4
|
|
|||||
Income (loss) from continuing operations
|
|
(74.2
|
)
|
|
123.0
|
|
|
(640.9
|
)
|
|
778.2
|
|
|
186.1
|
|
|||||
Income (loss) from discontinued operations
|
|
(77.0
|
)
|
|
(33.2
|
)
|
|
15.1
|
|
|
15.6
|
|
|
(79.5
|
)
|
|||||
Net income (loss)
|
|
$
|
(151.2
|
)
|
|
$
|
89.8
|
|
|
$
|
(625.8
|
)
|
|
$
|
793.8
|
|
|
$
|
106.6
|
|
Earnings (loss) per share (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
0.29
|
|
|
$
|
(1.51
|
)
|
|
$
|
1.84
|
|
|
$
|
0.44
|
|
Income (loss) from discontinued operations
|
|
(0.18
|
)
|
|
(0.08
|
)
|
|
0.03
|
|
|
0.04
|
|
|
(0.19
|
)
|
|||||
Net income (loss)
|
|
$
|
(0.36
|
)
|
|
$
|
0.21
|
|
|
$
|
(1.48
|
)
|
|
$
|
1.88
|
|
|
$
|
0.25
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
0.29
|
|
|
$
|
(1.51
|
)
|
|
$
|
1.83
|
|
|
$
|
0.44
|
|
Income (loss) from discontinued operations
|
|
(0.18
|
)
|
|
(0.08
|
)
|
|
0.03
|
|
|
0.04
|
|
|
(0.19
|
)
|
|||||
Net income (loss)
|
|
$
|
(0.36
|
)
|
|
$
|
0.21
|
|
|
$
|
(1.48
|
)
|
|
$
|
1.87
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
First
Quarter
|
|
Second
Quarter (3)
|
|
Third
Quarter (3)
|
|
Fourth
Quarter (3)
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,173.3
|
|
|
$
|
2,603.9
|
|
|
$
|
2,670.0
|
|
|
$
|
2,706.8
|
|
|
$
|
10,154.0
|
|
Gross profit
|
|
718.1
|
|
|
909.2
|
|
|
952.9
|
|
|
937.5
|
|
|
3,517.7
|
|
|||||
Income (loss) from continuing operations
|
|
(13.9
|
)
|
|
29.8
|
|
|
(6,715.2
|
)
|
|
66.5
|
|
|
(6,632.8
|
)
|
|||||
Income (loss) from discontinued operations
|
|
67.2
|
|
|
101.9
|
|
|
(595.8
|
)
|
|
117.0
|
|
|
(309.7
|
)
|
|||||
Net income (loss)
|
|
$
|
53.3
|
|
|
$
|
131.7
|
|
|
$
|
(7,311.0
|
)
|
|
$
|
183.5
|
|
|
$
|
(6,942.5
|
)
|
Earnings (loss) per share (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
0.06
|
|
|
$
|
(14.26
|
)
|
|
$
|
0.15
|
|
|
$
|
(14.00
|
)
|
Income (loss) from discontinued operations
|
|
0.14
|
|
|
0.21
|
|
|
(1.26
|
)
|
|
0.26
|
|
|
(0.65
|
)
|
|||||
Net income (loss)
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
|
$
|
(15.52
|
)
|
|
$
|
0.41
|
|
|
$
|
(14.65
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
0.06
|
|
|
$
|
(14.26
|
)
|
|
$
|
0.15
|
|
|
$
|
(14.00
|
)
|
Income (loss) from discontinued operations
|
|
0.14
|
|
|
0.21
|
|
|
(1.26
|
)
|
|
0.26
|
|
|
(0.65
|
)
|
|||||
Net income (loss)
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
|
$
|
(15.52
|
)
|
|
$
|
0.41
|
|
|
$
|
(14.65
|
)
|
(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)
|
The results of operations for the first, second, third and fourth quarters of 2019 include non-cash charges for $63.0 million, $13.9 million, $1.1 billion and $74.7 million, respectively, for the impairment of goodwill, intangibles and other assets in continuing operations. Additionally, a non-cash charge of $112 million is included for the first quarter of 2019 for the impairment of goodwill and intangibles in discontinued operations (see Footnotes 3 and 8 of the Notes to the Consolidated Financial Statements).
|
(3)
|
The results of operations for the second, third and fourth quarters of 2018 include non-cash charges of $31.6 million, $8.1 billion and $170 million, respectively, related to the impairment of goodwill, intangibles and other assets in continuing operations. Additionally, non-cash charges include $454 million, $627 million and $383 million for the second, third and fourth quarters of 2018, respectively, for the impairment of goodwill and intangibles in discontinued operations (see Footnotes 3 and 8 of the Notes to the Consolidated Financial Statements).
|
•
|
Strengthen the portfolio by investing in attractive categories aligned with its capabilities and strategy;
|
•
|
Sustainable profitable growth by focusing on innovation, as well as growth in digital marketing, e-commerce and its international businesses;
|
•
|
Attractive margins by driving productivity and overhead savings to reinvest into the business;
|
•
|
Cash efficiency by improving key working capital metrics, resulting in a lower cash conversion cycle; and
|
•
|
Build a winning team through engagement and focusing the best people on the right things.
|
•
|
Growing core sales;
|
•
|
Improving operating margins;
|
•
|
Accelerating cash conversion cycle; and
|
•
|
Strengthening organizational capability and employee engagement.
|
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®, Sistema®, Rubbermaid Commercial Products®, Mapa®, Quickie® and Spontex®
|
|
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
|
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
|
|
|
Years Ended December 31,
|
|||||||||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
9,714.9
|
|
|
$
|
10,154.0
|
|
|
$
|
(439.1
|
)
|
|
(4.3
|
)%
|
Gross profit
|
|
3,219.4
|
|
|
3,517.7
|
|
|
(298.3
|
)
|
|
(8.5
|
)%
|
|||
Gross margin
|
|
33.1
|
%
|
|
34.6
|
%
|
|
|
|
|
|||||
Operating loss
|
|
(481.7
|
)
|
|
(7,554.0
|
)
|
|
7,072.3
|
|
|
93.6
|
%
|
|||
Operating margin
|
|
(5.0
|
)%
|
|
(74.4
|
)%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
|
303.3
|
|
|
446.2
|
|
|
(142.9
|
)
|
|
(32.0
|
)%
|
|||
Loss on extinguishment of debt
|
|
28.3
|
|
|
4.1
|
|
|
24.2
|
|
|
NM
|
||||
Other (income) expense, net
|
|
38.3
|
|
|
(12.6
|
)
|
|
50.9
|
|
|
NM
|
||||
Loss before income taxes
|
|
(851.6
|
)
|
|
(7,991.7
|
)
|
|
7,140.1
|
|
|
89.3
|
%
|
|||
Income tax benefit
|
|
(1,037.7
|
)
|
|
(1,358.9
|
)
|
|
321.2
|
|
|
23.6
|
%
|
|||
Income tax rate
|
|
121.9
|
%
|
|
17.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings (loss) per share - continuing operations
|
|
$
|
0.44
|
|
|
$
|
(14.00
|
)
|
|
|
|
|
|||
Diluted earnings (loss) per share - discontinued operations
|
|
(0.19
|
)
|
|
(0.65
|
)
|
|
|
|
|
|||||
Diluted earnings (loss) per share attributable to common stockholders
|
|
$
|
0.25
|
|
|
$
|
(14.65
|
)
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$ Change
|
||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
1,212.7
|
|
|
$
|
8,296.0
|
|
|
$
|
(7,083.3
|
)
|
Restructuring (See Footnote 5) and restructuring-related costs (1)
|
|
81.2
|
|
|
97.9
|
|
|
(16.7
|
)
|
|||
Held for sale depreciation and amortization catch-up adjustment
(See Footnotes 7 and 8) (2)
|
|
56.6
|
|
|
—
|
|
|
56.6
|
|
|||
Product recall costs (See Footnote 19)
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|||
Bad debt write off for large customer
|
|
—
|
|
|
25.5
|
|
|
(25.5
|
)
|
(1)
|
Restructuring-related costs reported in cost of products sold and selling, general and administrative expenses (“SG&A”) for 2019 were $15.9 million and $38.2 million, respectively, and primarily relate to accelerated depreciation associated with restructuring activities. Restructuring-related costs of $11.1 million for 2018 were reported in selling, general and administrative expenses. Restructuring costs for 2019 and 2018 were $27.1 million and $86.8 million, respectively, and primarily represent costs associated with the ATP, which was completed at the end of 2019.
|
(2)
|
Amounts reported in cost of products sold and SG&A for 2019 were $47.9 million and $8.7 million, respectively.
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Foreign exchange (gains) losses, net (See Footnote 1)
|
|
$
|
12.8
|
|
|
$
|
7.8
|
|
Fair value equity adjustments (See Footnote 1 and Footnote 17)
|
|
20.6
|
|
|
1.0
|
|
||
Pension-related non-service costs, net (See Footnote 13)
|
|
0.2
|
|
|
(6.2
|
)
|
||
Gain on legacy Jarden investment
|
|
—
|
|
|
(11.3
|
)
|
||
(Gain) loss on disposition of businesses, net
|
|
0.2
|
|
|
(1.9
|
)
|
||
Other, net
|
|
4.5
|
|
|
(2.0
|
)
|
||
|
|
$
|
38.3
|
|
|
$
|
(12.6
|
)
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
1,691.0
|
|
|
$
|
1,818.6
|
|
|
$
|
(127.6
|
)
|
|
(7.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
(535.3
|
)
|
|
(1,596.3
|
)
|
|
1,061.0
|
|
|
66.5
|
%
|
|||
Operating margin
|
|
(31.7
|
)%
|
|
(87.8
|
)%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating loss comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (see Footnote 8)
|
|
$
|
599.9
|
|
|
$
|
1,711.5
|
|
|
$
|
(1,111.6
|
)
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,243.9
|
|
|
$
|
2,403.6
|
|
|
$
|
(159.7
|
)
|
|
(6.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
(42.3
|
)
|
|
(1,458.9
|
)
|
|
1,416.6
|
|
|
97.1
|
%
|
|||
Operating margin
|
|
(1.9
|
)%
|
|
(60.7
|
)%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating loss comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (see Footnote 8)
|
|
$
|
312.8
|
|
|
$
|
1,814.1
|
|
|
$
|
(1,501.3
|
)
|
|
|
|
Held for sale depreciation and amortization catch-up adjustment
(See Footnotes 7 and 8)
|
|
56.6
|
|
|
—
|
|
|
56.6
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,823.4
|
|
|
$
|
2,946.7
|
|
|
$
|
(123.3
|
)
|
|
(4.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
(173.2
|
)
|
|
(4,237.7
|
)
|
|
4,064.5
|
|
|
95.9
|
%
|
|||
Operating margin
|
|
(6.1
|
)%
|
|
(143.8
|
)%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating loss comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
275.2
|
|
|
$
|
4,419.1
|
|
|
$
|
(4,143.9
|
)
|
|
|
|
Product recall costs (See Footnote 19)
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,956.6
|
|
|
$
|
2,981.6
|
|
|
$
|
(25.0
|
)
|
|
(0.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
587.2
|
|
|
237.9
|
|
|
349.3
|
|
|
146.8
|
%
|
|||
Operating margin
|
|
19.9
|
%
|
|
8.0
|
%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating income comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
24.8
|
|
|
$
|
351.3
|
|
|
$
|
(326.5
|
)
|
|
|
|
Fire-related losses, net of insurance recoveries
|
|
—
|
|
|
(10.5
|
)
|
|
10.5
|
|
|
|
||||
Bad debt write off for large customer
|
|
—
|
|
|
25.5
|
|
|
(25.5
|
)
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
(in millions, except per share data)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
10,154.0
|
|
|
$
|
11,170.4
|
|
|
$
|
(1,016.4
|
)
|
|
(9.1
|
)%
|
Gross profit
|
|
3,517.7
|
|
|
3,810.5
|
|
|
(292.8
|
)
|
|
(7.7
|
)%
|
|||
Gross margin
|
|
34.6
|
%
|
|
34.1
|
%
|
|
|
|
|
|||||
Operating income (loss)
|
|
(7,554.0
|
)
|
|
706.8
|
|
|
(8,260.8
|
)
|
|
NM
|
||||
Operating margin
|
|
(74.4
|
)%
|
|
6.3
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
|
446.2
|
|
|
468.9
|
|
|
(22.7
|
)
|
|
(4.8
|
)%
|
|||
Loss on extinguishment of debt
|
|
4.1
|
|
|
32.3
|
|
|
(28.2
|
)
|
|
(87.3
|
)%
|
|||
Other income, net
|
|
(12.6
|
)
|
|
(713.7
|
)
|
|
701.1
|
|
|
98.2
|
%
|
|||
Income (loss) before income taxes
|
|
(7,991.7
|
)
|
|
919.3
|
|
|
(8,911.0
|
)
|
|
NM
|
||||
Income tax benefit
|
|
(1,358.9
|
)
|
|
(1,515.0
|
)
|
|
156.1
|
|
|
10.3
|
%
|
|||
Effective tax rate
|
|
17.0
|
%
|
|
(164.8
|
)%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings (loss) per share - continuing operations
|
|
$
|
(14.00
|
)
|
|
$
|
4.99
|
|
|
|
|
|
|||
Diluted earnings (loss) per share - discontinued operations
|
|
(0.65
|
)
|
|
0.64
|
|
|
|
|
|
|||||
Diluted earnings (loss) per share attributable to common stockholders
|
|
$
|
(14.65
|
)
|
|
$
|
5.63
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
8,296.0
|
|
|
$
|
63.6
|
|
|
$
|
8,232.4
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Foreign exchange (gains) losses, net (See Footnote 1)
|
|
$
|
7.8
|
|
|
$
|
11.5
|
|
Fair value equity adjustments
|
|
1.0
|
|
|
0.4
|
|
||
Pension-related non-service costs, net (See Footnote 13)
|
|
(6.2
|
)
|
|
(11.8
|
)
|
||
Gain on legacy Jarden investment
|
|
(11.3
|
)
|
|
—
|
|
||
Gain on disposition of businesses, net (See Footnote 3)
|
|
(1.9
|
)
|
|
(713.0
|
)
|
||
Other, net
|
|
(2.0
|
)
|
|
(0.8
|
)
|
||
|
|
$
|
(12.6
|
)
|
|
$
|
(713.7
|
)
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
1,818.6
|
|
|
$
|
2,006.9
|
|
|
$
|
(188.3
|
)
|
|
(9.4
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
(1,596.3
|
)
|
|
170.6
|
|
|
(1,766.9
|
)
|
|
NM
|
||||
Operating margin
|
|
(87.8
|
)%
|
|
8.5
|
%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating (loss) income comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
1,711.5
|
|
|
$
|
—
|
|
|
$
|
1,711.5
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,403.6
|
|
|
$
|
2,532.6
|
|
|
$
|
(129.0
|
)
|
|
(5.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
(1,458.9
|
)
|
|
373.2
|
|
|
(1,832.1
|
)
|
|
NM
|
||||
Operating margin
|
|
(60.7
|
)%
|
|
14.7
|
%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating (loss) income comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
1,814.1
|
|
|
$
|
—
|
|
|
$
|
1,814.1
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,946.7
|
|
|
$
|
3,114.1
|
|
|
$
|
(167.4
|
)
|
|
(5.4
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
(4,237.7
|
)
|
|
278.0
|
|
|
(4,515.7
|
)
|
|
NM
|
||||
Operating margin
|
|
(143.8
|
)%
|
|
8.9
|
%
|
|
NM
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating (loss) income comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
4,419.1
|
|
|
$
|
—
|
|
|
$
|
4,419.1
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
2,981.6
|
|
|
$
|
3,269.0
|
|
|
$
|
(287.4
|
)
|
|
(8.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
237.9
|
|
|
544.8
|
|
|
(306.9
|
)
|
|
(56.3
|
)%
|
|||
Operating margin
|
|
8.0
|
%
|
|
16.7
|
%
|
|
(869)bps
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Notable items impacting operating income comparability:
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill and other intangible assets (See Footnote 8)
|
|
$
|
351.3
|
|
|
$
|
—
|
|
|
$
|
351.3
|
|
|
|
|
Fire-related losses, net of insurance recoveries
|
|
(10.5
|
)
|
|
—
|
|
|
(10.5
|
)
|
|
|
||||
Bad debt write off for large customer
|
|
25.5
|
|
|
—
|
|
|
25.5
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||||||||
Continuing Operations
|
2019
|
|
2018
|
|
2017
|
|
2019
|
2018
|
||||||||||
Cash provided by operating activities
|
$
|
1,090.1
|
|
|
$
|
557.3
|
|
|
$
|
857.4
|
|
|
$
|
532.8
|
|
$
|
(300.1
|
)
|
Cash provided by (used in) investing activities
|
(243.0
|
)
|
|
(207.8
|
)
|
|
1,193.6
|
|
|
(35.2
|
)
|
(1,401.4
|
)
|
|||||
Cash used in financing activities
|
(971.3
|
)
|
|
(321.1
|
)
|
|
(2,194.8
|
)
|
|
(650.2
|
)
|
1,873.7
|
|
|||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in) operating activities
|
$
|
(46.1
|
)
|
|
$
|
122.7
|
|
|
$
|
108.8
|
|
|
$
|
(168.8
|
)
|
$
|
13.9
|
|
Cash provided by (used in) investing activities
|
978.4
|
|
|
5,015.2
|
|
|
(115.1
|
)
|
|
(4,036.8
|
)
|
5,130.3
|
|
|||||
Cash used in financing activities
|
(932.3
|
)
|
|
(5,133.4
|
)
|
|
(1.0
|
)
|
|
4,201.1
|
|
(5,132.4
|
)
|
|||||
Total Company
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
1,044.0
|
|
|
$
|
680.0
|
|
|
$
|
966.2
|
|
|
$
|
364.0
|
|
$
|
(286.2
|
)
|
Cash provided by investing activities
|
735.4
|
|
|
4,807.4
|
|
|
1,078.5
|
|
|
(4,072.0
|
)
|
3,728.9
|
|
|||||
Cash used in financing activities
|
(1,903.6
|
)
|
|
(5,454.5
|
)
|
|
(2,195.8
|
)
|
|
3,550.9
|
|
(3,258.7
|
)
|
|||||
Currency effect on cash, cash equivalents and restricted cash
|
(0.6
|
)
|
|
(22.9
|
)
|
|
49.3
|
|
|
22.3
|
|
(72.2
|
)
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(124.8
|
)
|
|
$
|
10.0
|
|
|
$
|
(101.8
|
)
|
|
$
|
(134.8
|
)
|
$
|
111.8
|
|
|
Asset
(Liability)
|
||
Derivatives designated as effective hedges:
|
|
||
Cash flow hedges:
|
|
||
Foreign currency contracts
|
$
|
(11.6
|
)
|
Commodity contracts
|
(0.1
|
)
|
|
Fair value hedges:
|
|
||
Interest rate swaps
|
1.2
|
|
|
Derivatives not designated as effective hedges:
|
|
||
Foreign currency contracts
|
5.6
|
|
|
Total
|
$
|
(4.9
|
)
|
|
|
Year(s)
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
1
|
|
2-3
|
|
4-5
|
|
After 5
|
||||||||||
Debt (1)
|
|
$
|
5,755.4
|
|
|
$
|
334.5
|
|
|
$
|
689.3
|
|
|
$
|
1,596.3
|
|
|
$
|
3,135.3
|
|
Interest on debt (2)
|
|
2,332.2
|
|
|
260.5
|
|
|
475.0
|
|
|
354.4
|
|
|
1,242.3
|
|
|||||
Lease obligations (3)
|
|
808.7
|
|
|
172.6
|
|
|
261.4
|
|
|
159.7
|
|
|
215.0
|
|
|||||
Purchase obligations (4)
|
|
313.0
|
|
|
201.0
|
|
|
86.6
|
|
|
20.3
|
|
|
5.1
|
|
|||||
Tax obligations (5)
|
|
118.2
|
|
|
11.3
|
|
|
22.5
|
|
|
49.2
|
|
|
35.2
|
|
|||||
Total (6)
|
|
$
|
9,327.5
|
|
|
$
|
979.9
|
|
|
$
|
1,534.8
|
|
|
$
|
2,179.9
|
|
|
$
|
4,632.9
|
|
(1)
|
Amounts represent contractual obligations based on the earliest date that the obligation may become due, excluding interest, based on borrowings outstanding at December 31, 2019. 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 at December 31, 2019, excluding the impact of fixed to floating rate interest rate swaps. Interest on floating-rate debt was estimated using the rate in effect at December 31, 2019. For further information, see Footnote 10 of the Notes to Consolidated Financial Statements.
|
(3)
|
Amounts represent lease liabilities on operating and financing leases at December 31, 2019. See Footnote 12 of the Notes to Consolidated Financial Statements.
|
(4)
|
Primarily consists of purchase commitments with suppliers entered into at December 31, 2019, for the purchase of materials, packaging and other components and services. These purchase commitment amounts represent only those items which are based on agreements that are legally enforceable and that specify all significant terms including minimum quantity, price and term and do not represent total anticipated purchases.
|
(5)
|
Represents the future cash payments related to 2017 Tax Reform, for the one-time provisional transition tax on the Company’s previously untaxed foreign earnings. See Footnote 16 of the Notes to Consolidated Financial Statements.
|
(6)
|
Total does not include contractual obligations reported on the December 31, 2019 balance sheet as current liabilities, except for current portion of long-term debt, short-term debt and accrued interest.
|
|
Carrying Values at
|
|
(in billions)
|
July 1, 2019
|
December 1, 2019
|
Goodwill
|
$3.7
|
$3.7
|
Indefinite-lived intangibles
|
$4.6
|
$3.6
|
•
|
Tradenames within the Appliances and Cookware segment, primarily from the Jarden acquisition, were impaired by $607 million as their carrying values exceeded their fair values. The carrying value of certain tradenames exceeded their fair value primarily due to the recently announced tariffs at the time of the third quarter impairment test, as well as a decline in sales volume due to a loss in market share for certain appliance categories from newly launched competitive products. Both of these factors resulted in downward revisions to forecasted results.
|
•
|
Tradenames within the Home and Outdoor Living segment were impaired by $217 million as their carrying values exceeded their fair values, primarily within the Home Fragrance reporting unit. While the Home Fragrance reporting unit has experienced growth, 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 tradenames.
|
•
|
Tradenames within the Home and Outdoor Living segment were impaired by approximately $52.4 million as their carrying values exceeded their fair values, within the Outdoor and Recreation reporting unit as a result of downward revisions to forecasted results for three of its tradenames. An increase of 100 basis points in the discount rate used in the discounted cash flows to estimate fair values of these tradenames would have resulted in an increase to the impairment charge of approximately $60 million. The remaining carrying value of tradenames within this segment is approximately $1.6 billion.
|
•
|
Tradenames within the Learning and Development segment were impaired by approximately $24.2 million as their carrying values exceeded their fair values, within the Writing reporting unit. The Writing reporting unit continues to experience softening trends in sales of slime-related adhesive products. Related sales of such products during the fourth quarter of 2019 deteriorated at a faster rate than expected, which resulted in a downward revision to forecasted results for one of its tradenames. The rate and duration of the decline for such products, which is expected to continue into the future, is difficult to predict. Further impairments of this tradename may also occur if future expected cash flows are not achieved. An increase of 100 basis points in the discount rate used in the discounted cash flows to estimate fair value of this tradename would have resulted in an increase to the impairment charge of approximately $18 million. The remaining carrying value of tradenames within this segment is approximately $609 million.
|
•
|
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;
|
•
|
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 and promotion spend;
|
•
|
the Company’s ability to remediate the material weaknesses in internal control over financial reporting and to maintain effective internal control over financial reporting;
|
•
|
risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings;
|
•
|
future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges;
|
•
|
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, subpoenas or other actions 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 United States or foreign regulations on the Company’s operations, including the impact of tariffs and environmental remediation costs;
|
•
|
the potential inability to attract, retain and motivate key employees;
|
•
|
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; and
|
•
|
significant increases in the funding obligations related to the Company’s pension plans.
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
9,714.9
|
|
|
$
|
10,154.0
|
|
|
$
|
11,170.4
|
|
Cost of products sold
|
6,495.5
|
|
|
6,636.3
|
|
|
7,359.9
|
|
|||
Gross profit
|
3,219.4
|
|
|
3,517.7
|
|
|
3,810.5
|
|
|||
Selling, general and administrative expenses
|
2,451.0
|
|
|
2,647.8
|
|
|
2,924.1
|
|
|||
Restructuring costs, net
|
27.1
|
|
|
86.8
|
|
|
95.3
|
|
|||
Impairment of goodwill, intangibles and other assets
|
1,223.0
|
|
|
8,337.1
|
|
|
84.3
|
|
|||
Operating income (loss)
|
(481.7
|
)
|
|
(7,554.0
|
)
|
|
706.8
|
|
|||
Non-operating expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
303.3
|
|
|
446.2
|
|
|
468.9
|
|
|||
Loss on extinguishment of debt
|
28.3
|
|
|
4.1
|
|
|
32.3
|
|
|||
Other (income) expense, net
|
38.3
|
|
|
(12.6
|
)
|
|
(713.7
|
)
|
|||
Income (loss) before income taxes
|
(851.6
|
)
|
|
(7,991.7
|
)
|
|
919.3
|
|
|||
Income tax benefit
|
(1,037.7
|
)
|
|
(1,358.9
|
)
|
|
(1,515.0
|
)
|
|||
Income (loss) from continuing operations
|
186.1
|
|
|
(6,632.8
|
)
|
|
2,434.3
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(79.5
|
)
|
|
(309.7
|
)
|
|
314.5
|
|
|||
Net income (loss)
|
$
|
106.6
|
|
|
$
|
(6,942.5
|
)
|
|
$
|
2,748.8
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
423.3
|
|
|
473.7
|
|
|
486.7
|
|
|||
Diluted
|
423.9
|
|
|
473.7
|
|
|
488.0
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.44
|
|
|
$
|
(14.00
|
)
|
|
$
|
5.00
|
|
Income (loss) from discontinued operations, net of tax
|
(0.19
|
)
|
|
(0.65
|
)
|
|
0.65
|
|
|||
Net income (loss)
|
$
|
0.25
|
|
|
$
|
(14.65
|
)
|
|
$
|
5.65
|
|
Diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.44
|
|
|
$
|
(14.00
|
)
|
|
$
|
4.99
|
|
Income (loss) from discontinued operations, net of tax
|
(0.19
|
)
|
|
(0.65
|
)
|
|
0.64
|
|
|||
Net income (loss)
|
$
|
0.25
|
|
|
$
|
(14.65
|
)
|
|
$
|
5.63
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
106.6
|
|
|
$
|
(6,942.5
|
)
|
|
$
|
2,748.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
14.1
|
|
|
(173.8
|
)
|
|
289.1
|
|
|||
Unrecognized pension and postretirement costs
|
(0.9
|
)
|
|
41.9
|
|
|
14.5
|
|
|||
Derivative financial instruments
|
(20.3
|
)
|
|
44.8
|
|
|
(21.9
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
(7.1
|
)
|
|
(87.1
|
)
|
|
281.7
|
|
|||
Comprehensive income (loss)
|
$
|
99.5
|
|
|
$
|
(7,029.6
|
)
|
|
$
|
3,030.5
|
|
December 31,
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
348.6
|
|
|
$
|
495.7
|
|
Accounts receivable, net
|
1,841.5
|
|
|
2,163.5
|
|
||
Inventories
|
1,606.7
|
|
|
1,760.7
|
|
||
Prepaid expenses and other current assets
|
313.1
|
|
|
294.8
|
|
||
Current assets held for sale
|
—
|
|
|
1,243.8
|
|
||
Total current assets
|
4,109.9
|
|
|
5,958.5
|
|
||
Property, plant and equipment, net
|
1,154.9
|
|
|
1,226.1
|
|
||
Operating lease assets
|
615.2
|
|
|
—
|
|
||
Goodwill
|
3,708.8
|
|
|
3,873.9
|
|
||
Other intangible assets, net
|
4,916.4
|
|
|
6,150.6
|
|
||
Deferred income taxes
|
775.5
|
|
|
183.3
|
|
||
Other assets
|
361.3
|
|
|
330.0
|
|
||
Total assets
|
$
|
15,642.0
|
|
|
$
|
17,722.4
|
|
Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,101.4
|
|
|
$
|
1,191.6
|
|
Accrued compensation
|
203.9
|
|
|
192.9
|
|
||
Other accrued liabilities
|
1,340.3
|
|
|
1,307.9
|
|
||
Short-term debt and current portion of long-term debt
|
332.4
|
|
|
318.7
|
|
||
Current liabilities held for sale
|
—
|
|
|
292.4
|
|
||
Total current liabilities
|
2,978.0
|
|
|
3,303.5
|
|
||
Long-term debt
|
5,391.3
|
|
|
6,696.3
|
|
||
Deferred income taxes
|
624.9
|
|
|
1,090.0
|
|
||
Operating lease liabilities
|
541.4
|
|
|
—
|
|
||
Other noncurrent liabilities
|
1,110.4
|
|
|
1,379.4
|
|
||
Total liabilities
|
10,646.0
|
|
|
12,469.2
|
|
||
Commitments and contingencies (Footnote 19)
|
—
|
|
|
—
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at December 31, 2019 and 2018)
|
—
|
|
|
—
|
|
||
Common stock (800.0 authorized shares, $1.00 par value, 447.1 shares and 446.1 shares issued at December 31, 2019 and 2018, respectively)
|
447.1
|
|
|
446.1
|
|
||
Treasury stock, at cost (23.6 and 23.3 shares at December 31, 2019 and 2018, respectively)
|
(590.3
|
)
|
|
(584.7
|
)
|
||
Additional paid-in capital
|
8,430.6
|
|
|
8,781.1
|
|
||
Retained deficit
|
(2,404.2
|
)
|
|
(2,511.3
|
)
|
||
Accumulated other comprehensive loss
|
(919.9
|
)
|
|
(912.8
|
)
|
||
Stockholders' equity attributable to parent
|
4,963.3
|
|
|
5,218.4
|
|
||
Stockholders' equity attributable to minority interests
|
32.7
|
|
|
34.8
|
|
||
Total stockholders' equity
|
4,996.0
|
|
|
5,253.2
|
|
||
Total liabilities and stockholders' equity
|
$
|
15,642.0
|
|
|
$
|
17,722.4
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
106.6
|
|
|
$
|
(6,942.5
|
)
|
|
$
|
2,748.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
446.0
|
|
|
433.9
|
|
|
635.6
|
|
|||
Impairment of goodwill, intangibles and other assets
|
1,335.1
|
|
|
9,801.5
|
|
|
85.0
|
|
|||
Gain from sale of businesses, net
|
(7.1
|
)
|
|
(832.9
|
)
|
|
(713.0
|
)
|
|||
Deferred income taxes
|
(1,067.9
|
)
|
|
(1,585.3
|
)
|
|
(1,781.8
|
)
|
|||
Stock based compensation expense
|
42.5
|
|
|
75.7
|
|
|
70.9
|
|
|||
Loss on change in fair value of investments
|
20.5
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
4.3
|
|
|
(2.1
|
)
|
|
6.7
|
|
|||
Changes in operating accounts excluding the effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
310.8
|
|
|
161.7
|
|
|
288.7
|
|
|||
Inventories
|
131.4
|
|
|
125.7
|
|
|
(350.4
|
)
|
|||
Accounts payable
|
(109.2
|
)
|
|
(309.3
|
)
|
|
211.0
|
|
|||
Accrued liabilities and other
|
(169.0
|
)
|
|
(246.4
|
)
|
|
(235.3
|
)
|
|||
Net cash provided by operating activities
|
1,044.0
|
|
|
680.0
|
|
|
966.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of divested businesses
|
995.7
|
|
|
5,133.3
|
|
|
2,106.9
|
|
|||
Acquisitions and acquisition-related activities
|
—
|
|
|
—
|
|
|
(634.3
|
)
|
|||
Capital expenditures
|
(264.9
|
)
|
|
(384.4
|
)
|
|
(406.2
|
)
|
|||
Other investing activities
|
4.6
|
|
|
58.5
|
|
|
12.1
|
|
|||
Net cash provided by investing activities
|
735.4
|
|
|
4,807.4
|
|
|
1,078.5
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net short-term debt
|
(26.1
|
)
|
|
(903.5
|
)
|
|
111.8
|
|
|||
Payments on current portion of long-term debt
|
(268.2
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on long-term debt
|
(1,004.0
|
)
|
|
(2,579.9
|
)
|
|
(1,512.2
|
)
|
|||
Loss on extinguishment of debt
|
(38.8
|
)
|
|
(10.4
|
)
|
|
(34.2
|
)
|
|||
Repurchase of shares of common stock
|
—
|
|
|
(1,507.3
|
)
|
|
(152.4
|
)
|
|||
Cash dividends
|
(390.3
|
)
|
|
(434.6
|
)
|
|
(428.6
|
)
|
|||
Payments to dissenting shareholders
|
(170.9
|
)
|
|
—
|
|
|
(161.6
|
)
|
|||
Equity compensation activity and other, net
|
(5.3
|
)
|
|
(18.8
|
)
|
|
(18.6
|
)
|
|||
Net cash used in financing activities
|
(1,903.6
|
)
|
|
(5,454.5
|
)
|
|
(2,195.8
|
)
|
|||
Exchange rate effect on cash, cash equivalents and restricted cash
|
(0.6
|
)
|
|
(22.9
|
)
|
|
49.3
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(124.8
|
)
|
|
10.0
|
|
|
(101.8
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
495.7
|
|
|
485.7
|
|
|
587.5
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
370.9
|
|
|
$
|
495.7
|
|
|
$
|
485.7
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Net cash provided by (used in) discontinued operating activities
|
$
|
(46.1
|
)
|
|
$
|
122.7
|
|
|
$
|
108.8
|
|
Net cash provided by (used in) discontinued investing activities
|
978.4
|
|
|
5,015.2
|
|
|
(115.1
|
)
|
|||
Capital expenditures for discontinued operations
|
17.3
|
|
|
121.1
|
|
|
114.5
|
|
|||
Cash paid for income taxes, net of refunds
|
156.0
|
|
|
292.0
|
|
|
261.8
|
|
|||
Cash paid for interest
|
304.4
|
|
|
457.6
|
|
|
459.4
|
|
|||
Restricted cash at beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash at end of period
|
22.3
|
|
|
—
|
|
|
—
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Stockholders’
Equity
Attributable
to Parent
|
|
Non-controlling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
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
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,748.8
|
|
|
281.7
|
|
|
3,030.5
|
|
|
—
|
|
|
3,030.5
|
|
||||||||
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(427.5
|
)
|
|
—
|
|
|
(427.5
|
)
|
|
—
|
|
|
(427.5
|
)
|
||||||||
Equity compensation, net of tax
|
8.3
|
|
|
(28.2
|
)
|
|
365.2
|
|
|
—
|
|
|
—
|
|
|
345.3
|
|
|
—
|
|
|
345.3
|
|
||||||||
Common stock purchased and retired
|
(5.0
|
)
|
|
—
|
|
|
(147.4
|
)
|
|
—
|
|
|
—
|
|
|
(152.4
|
)
|
|
—
|
|
|
(152.4
|
)
|
||||||||
Portion of net income (loss) attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,942.5
|
)
|
|
(87.1
|
)
|
|
(7,029.6
|
)
|
|
—
|
|
|
(7,029.6
|
)
|
||||||||
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
(210.7
|
)
|
|
(224.8
|
)
|
|
—
|
|
|
(435.5
|
)
|
|
—
|
|
|
(435.5
|
)
|
||||||||
Equity compensation, net of tax
|
1.3
|
|
|
(11.2
|
)
|
|
73.8
|
|
|
—
|
|
|
—
|
|
|
63.9
|
|
|
—
|
|
|
63.9
|
|
||||||||
Common stock purchased and retired
|
(63.3
|
)
|
|
—
|
|
|
(1,444.0
|
)
|
|
—
|
|
|
—
|
|
|
(1,507.3
|
)
|
|
—
|
|
|
(1,507.3
|
)
|
||||||||
Impact of adoption due to change in accounting
standard |
—
|
|
|
—
|
|
|
—
|
|
|
44.8
|
|
|
(62.6
|
)
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
||||||||
Portion of net income (loss) attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
||||||||
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 income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
106.6
|
|
|
(7.1
|
)
|
|
99.5
|
|
|
—
|
|
|
99.5
|
|
||||||||
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
(392.6
|
)
|
|
—
|
|
|
—
|
|
|
(392.6
|
)
|
|
—
|
|
|
(392.6
|
)
|
||||||||
Equity compensation, net of tax
|
1.0
|
|
|
(5.6
|
)
|
|
42.1
|
|
|
—
|
|
|
—
|
|
|
37.5
|
|
|
—
|
|
|
37.5
|
|
||||||||
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 non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
||||||||
Balance at
December 31, 2019
|
$
|
447.1
|
|
|
$
|
(590.3
|
)
|
|
$
|
8,430.6
|
|
|
$
|
(2,404.2
|
)
|
|
$
|
(919.9
|
)
|
|
$
|
4,963.3
|
|
|
$
|
32.7
|
|
|
$
|
4,996.0
|
|
|
At 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
|
|
|
312.8
|
|
|
2,163.5
|
|
|||||
Inventories
|
1,583.1
|
|
|
—
|
|
|
1,583.1
|
|
|
177.6
|
|
|
1,760.7
|
|
|||||
Prepaid expenses and other current assets
|
278.0
|
|
|
(2.4
|
)
|
|
275.6
|
|
|
19.2
|
|
|
294.8
|
|
|||||
Current assets held for sale
|
3,541.3
|
|
|
(6.1
|
)
|
|
3,535.2
|
|
|
(2,291.4
|
)
|
|
1,243.8
|
|
|||||
Total current assets
|
7,748.8
|
|
|
(8.5
|
)
|
|
7,740.3
|
|
|
(1,781.8
|
)
|
|
5,958.5
|
|
|||||
Property, plant and equipment, net
|
925.6
|
|
|
—
|
|
|
925.6
|
|
|
300.5
|
|
|
1,226.1
|
|
|||||
Goodwill
|
2,970.2
|
|
|
—
|
|
|
2,970.2
|
|
|
903.7
|
|
|
3,873.9
|
|
|||||
Other intangible assets, net
|
5,579.6
|
|
|
—
|
|
|
5,579.6
|
|
|
571.0
|
|
|
6,150.6
|
|
|||||
Deferred income taxes
|
165.2
|
|
|
14.5
|
|
|
179.7
|
|
|
3.6
|
|
|
183.3
|
|
|||||
Other assets
|
327.0
|
|
|
—
|
|
|
327.0
|
|
|
3.0
|
|
|
330.0
|
|
|||||
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
|
|
|
172.1
|
|
|
1,191.6
|
|
|||||
Accrued compensation
|
159.1
|
|
|
—
|
|
|
159.1
|
|
|
33.8
|
|
|
192.9
|
|
|||||
Other accrued liabilities
|
1,182.3
|
|
|
(0.8
|
)
|
|
1,181.5
|
|
|
126.4
|
|
|
1,307.9
|
|
|||||
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
|
|
|
(458.4
|
)
|
|
292.4
|
|
|||||
Total current liabilities
|
3,330.0
|
|
|
99.6
|
|
|
3,429.6
|
|
|
(126.1
|
)
|
|
3,303.5
|
|
|||||
Long-term debt
|
6,696.3
|
|
|
—
|
|
|
6,696.3
|
|
|
—
|
|
|
6,696.3
|
|
|||||
Deferred income taxes
|
1,041.8
|
|
|
(66.7
|
)
|
|
975.1
|
|
|
114.9
|
|
|
1,090.0
|
|
|||||
Other noncurrent liabilities
|
1,370.5
|
|
|
(2.3
|
)
|
|
1,368.2
|
|
|
11.2
|
|
|
1,379.4
|
|
|||||
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
|
|
|
$
|
1,523.1
|
|
|
$
|
10,154.0
|
|
Cost of products sold
|
5,622.1
|
|
|
—
|
|
|
5,622.1
|
|
|
1,014.2
|
|
|
6,636.3
|
|
|||||
Gross profit
|
3,008.8
|
|
|
—
|
|
|
3,008.8
|
|
|
508.9
|
|
|
3,517.7
|
|
|||||
Selling, general and administrative expenses
|
2,434.8
|
|
|
—
|
|
|
2,434.8
|
|
|
213.0
|
|
|
2,647.8
|
|
|||||
Restructuring costs, net
|
80.5
|
|
|
—
|
|
|
80.5
|
|
|
6.3
|
|
|
86.8
|
|
|||||
Impairment of goodwill, intangibles and other assets
|
8,322.0
|
|
|
—
|
|
|
8,322.0
|
|
|
15.1
|
|
|
8,337.1
|
|
|||||
Operating income (loss)
|
(7,828.5
|
)
|
|
—
|
|
|
(7,828.5
|
)
|
|
274.5
|
|
|
(7,554.0
|
)
|
|||||
Non-operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
446.3
|
|
|
—
|
|
|
446.3
|
|
|
(0.1
|
)
|
|
446.2
|
|
|||||
Loss on extinguishment of debt
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Other (income) expense, net
|
(11.2
|
)
|
|
—
|
|
|
(11.2
|
)
|
|
(1.4
|
)
|
|
(12.6
|
)
|
|||||
Income (loss) before income taxes
|
(8,267.7
|
)
|
|
—
|
|
|
(8,267.7
|
)
|
|
276.0
|
|
|
(7,991.7
|
)
|
|||||
Income tax expense (benefit)
|
(1,478.1
|
)
|
|
—
|
|
|
(1,478.1
|
)
|
|
119.2
|
|
|
(1,358.9
|
)
|
|||||
Income (loss) from continuing operations
|
(6,789.6
|
)
|
|
—
|
|
|
(6,789.6
|
)
|
|
156.8
|
|
|
(6,632.8
|
)
|
|||||
Loss from discontinued operations, net of tax
|
(128.3
|
)
|
|
(24.6
|
)
|
|
(152.9
|
)
|
|
(156.8
|
)
|
|
(309.7
|
)
|
|||||
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
|
)
|
|
$
|
0.33
|
|
|
$
|
(14.00
|
)
|
Loss from discontinued operations
|
(0.27
|
)
|
|
(0.05
|
)
|
|
(0.32
|
)
|
|
(0.33
|
)
|
|
(0.65
|
)
|
|||||
Net loss
|
$
|
(14.60
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(14.65
|
)
|
|
$
|
—
|
|
|
$
|
(14.65
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(14.33
|
)
|
|
$
|
—
|
|
|
$
|
(14.33
|
)
|
|
$
|
0.33
|
|
|
$
|
(14.00
|
)
|
Loss from discontinued operations
|
(0.27
|
)
|
|
(0.05
|
)
|
|
(0.32
|
)
|
|
(0.33
|
)
|
|
(0.65
|
)
|
|||||
Net loss
|
$
|
(14.60
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(14.65
|
)
|
|
$
|
—
|
|
|
$
|
(14.65
|
)
|
|
|
As Reported
|
|
Excluding Adjustments Due to Topic 606
|
|
As Adjusted
|
||||||
Net sales
|
|
$
|
10,154.0
|
|
|
$
|
230.5
|
|
|
$
|
10,384.5
|
|
Cost of products sold
|
|
6,636.3
|
|
|
222.8
|
|
|
6,859.1
|
|
|||
Selling, general and administrative expenses
|
|
2,647.8
|
|
|
8.4
|
|
|
2,656.2
|
|
|||
Operating loss
|
|
(7,554.0
|
)
|
|
(0.7
|
)
|
|
(7,554.7
|
)
|
|||
Income tax benefit
|
|
(1,358.9
|
)
|
|
(0.2
|
)
|
|
(1,359.1
|
)
|
|||
Loss from continuing operations
|
|
(6,632.8
|
)
|
|
(0.5
|
)
|
|
(6,633.3
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
(309.7
|
)
|
|
—
|
|
|
(309.7
|
)
|
|||
Net loss
|
|
(6,942.5
|
)
|
|
(0.5
|
)
|
|
(6,943.0
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales (1)
|
$
|
368.2
|
|
|
$
|
2,879.1
|
|
|
$
|
3,524.4
|
|
Cost of products sold (1)
|
266.2
|
|
|
1,798.3
|
|
|
2,245.6
|
|
|||
Selling, general and administrative expenses
|
47.7
|
|
|
623.8
|
|
|
753.1
|
|
|||
Restructuring costs, net
|
—
|
|
|
3.2
|
|
|
16.6
|
|
|||
Impairment of goodwill, intangibles and other assets
|
112.1
|
|
|
1,464.4
|
|
|
0.7
|
|
|||
Operating income (loss)
|
(57.8
|
)
|
|
(1,010.6
|
)
|
|
508.4
|
|
|||
Non-operating expense (income) (2)
|
(9.3
|
)
|
|
(830.4
|
)
|
|
(1.3
|
)
|
|||
Income (loss) before income taxes
|
(48.5
|
)
|
|
(180.2
|
)
|
|
509.7
|
|
|||
Income tax expense
|
31.0
|
|
|
129.5
|
|
|
195.2
|
|
|||
Net income (loss)
|
$
|
(79.5
|
)
|
|
$
|
(309.7
|
)
|
|
$
|
314.5
|
|
(1)
|
2018 includes a reclassification from cost of products sold to net sales of $12.8 million related to the adoption of Topic 606.
|
(2)
|
2019 and 2018 include gains on sale of discontinued operations of $7.3 million and $831 million, respectively.
|
|
2019
|
|
2018
|
||||
Accounts receivable, net
|
$
|
—
|
|
|
$
|
98.9
|
|
Inventories
|
—
|
|
|
161.1
|
|
||
Prepaid expenses and other current assets
|
—
|
|
|
23.6
|
|
||
Property, plant and equipment, net
|
—
|
|
|
215.4
|
|
||
Goodwill
|
—
|
|
|
38.7
|
|
||
Other intangible assets, net
|
—
|
|
|
699.8
|
|
||
Other assets
|
—
|
|
|
6.3
|
|
||
Current assets held for sale
|
$
|
—
|
|
|
$
|
1,243.8
|
|
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
84.6
|
|
Accrued compensation
|
—
|
|
|
23.2
|
|
||
Other accrued liabilities
|
—
|
|
|
27.1
|
|
||
Deferred income taxes
|
—
|
|
|
152.7
|
|
||
Other liabilities
|
—
|
|
|
4.8
|
|
||
Current liabilities held for sale
|
$
|
—
|
|
|
$
|
292.4
|
|
|
Cumulative
Translation
Adjustment
|
|
Pension and
Postretirement
Costs
|
|
Derivative
Financial
Instruments
|
|
AOCL
|
||||||||
Balance at December 31, 2017
|
$
|
(318.8
|
)
|
|
$
|
(385.5
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
(763.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
(203.0
|
)
|
|
29.1
|
|
|
14.6
|
|
|
(159.3
|
)
|
||||
Amounts reclassified to earnings
|
29.2
|
|
|
12.8
|
|
|
30.2
|
|
|
72.2
|
|
||||
Net current period other comprehensive income (loss)
|
(173.8
|
)
|
|
41.9
|
|
|
44.8
|
|
|
(87.1
|
)
|
||||
Reclassification to retained earnings (1)
|
—
|
|
|
(54.5
|
)
|
|
(8.1
|
)
|
|
(62.6
|
)
|
||||
Balance at December 31, 2018
|
$
|
(492.6
|
)
|
|
$
|
(398.1
|
)
|
|
$
|
(22.1
|
)
|
|
$
|
(912.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
4.4
|
|
|
(8.0
|
)
|
|
(14.1
|
)
|
|
(17.7
|
)
|
||||
Amounts reclassified to earnings
|
9.7
|
|
|
7.1
|
|
|
(6.2
|
)
|
|
10.6
|
|
||||
Net current period other comprehensive income (loss)
|
14.1
|
|
|
(0.9
|
)
|
|
(20.3
|
)
|
|
(7.1
|
)
|
||||
Balance at December 31, 2019
|
$
|
(478.5
|
)
|
|
$
|
(399.0
|
)
|
|
$
|
(42.4
|
)
|
|
$
|
(919.9
|
)
|
(1)
|
Reclassification is due to the adoption of ASU 2018-2.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency translation adjustments
|
$
|
0.2
|
|
|
$
|
3.7
|
|
|
$
|
0.5
|
|
Unrecognized pension and postretirement costs
|
(0.2
|
)
|
|
11.3
|
|
|
12.3
|
|
|||
Derivative financial instruments
|
(2.8
|
)
|
|
18.6
|
|
|
(8.7
|
)
|
|||
Income tax related to AOCL
|
$
|
(2.8
|
)
|
|
$
|
33.6
|
|
|
$
|
4.1
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Appliances and Cookware
|
$
|
2.1
|
|
|
$
|
3.0
|
|
|
$
|
6.2
|
|
Food and Commercial
|
4.7
|
|
|
10.1
|
|
|
10.1
|
|
|||
Home and Outdoor Living
|
8.3
|
|
|
30.5
|
|
|
9.3
|
|
|||
Learning and Development
|
6.5
|
|
|
7.9
|
|
|
10.9
|
|
|||
Other
|
—
|
|
|
—
|
|
|
3.2
|
|
|||
Corporate
|
5.5
|
|
|
35.3
|
|
|
55.6
|
|
|||
|
$
|
27.1
|
|
|
$
|
86.8
|
|
|
$
|
95.3
|
|
|
Balance at
December 31,
2018
|
|
Restructuring
Costs, Net
|
|
Payments
|
|
Reclassifications (1)
|
|
Foreign
Currency
and
Other (2)
|
|
Balance at
December 31,
2019
|
||||||||||||
Employee severance and termination benefits
|
$
|
23.8
|
|
|
$
|
20.2
|
|
|
$
|
(32.7
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
10.2
|
|
Exited contractual commitments and other
|
47.0
|
|
|
6.9
|
|
|
(27.0
|
)
|
|
(13.8
|
)
|
|
(0.8
|
)
|
|
12.3
|
|
||||||
|
$
|
70.8
|
|
|
$
|
27.1
|
|
|
$
|
(59.7
|
)
|
|
$
|
(13.8
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
22.5
|
|
|
Balance at
December 31,
2017
|
|
Restructuring
Costs, Net
|
|
Payments
|
|
Foreign
Currency
and
Other (2)
|
|
Balance at
December 31,
2018
|
||||||||||
Employee severance and termination benefits
|
$
|
52.4
|
|
|
$
|
50.1
|
|
|
$
|
(53.3
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
23.8
|
|
Exited contractual commitments and other
|
32.1
|
|
|
36.7
|
|
|
(23.2
|
)
|
|
1.4
|
|
|
47.0
|
|
|||||
|
$
|
84.5
|
|
|
$
|
86.8
|
|
|
$
|
(76.5
|
)
|
|
$
|
(24.0
|
)
|
|
$
|
70.8
|
|
(1)
|
Reclassification due to the adoption of ASU 2016-02. See Footnote 1.
|
(2)
|
Includes non-cash restructuring charges primarily related to stock-based awards of $1.3 million and $22.2 million for 2019 and 2018, respectively.
|
|
2019
|
|
2018
|
||||
Raw material and supplies
|
$
|
231.0
|
|
|
$
|
262.5
|
|
Work-in-process
|
135.3
|
|
|
151.2
|
|
||
Finished products
|
1,240.4
|
|
|
1,347.0
|
|
||
|
$
|
1,606.7
|
|
|
$
|
1,760.7
|
|
|
2019
|
|
2018
|
||||
Land
|
$
|
86.0
|
|
|
$
|
88.2
|
|
Buildings and improvements
|
640.6
|
|
|
652.8
|
|
||
Machinery and equipment
|
2,151.2
|
|
|
2,271.9
|
|
||
|
2,877.8
|
|
|
3,012.9
|
|
||
Less: Accumulated depreciation
|
(1,722.9
|
)
|
|
(1,786.8
|
)
|
||
|
$
|
1,154.9
|
|
|
$
|
1,226.1
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||||||||||
Segments:
|
|
Net Book
Value at
December 31,
2018
|
|
Other
Adjustments (1)
|
|
Impairment
Charges (2)
|
|
Foreign
Exchange
|
|
Gross
Carrying
Amount
|
|
Accumulated
Impairment
Charges
|
|
Net Book
Value
|
||||||||||||||
Appliances and Cookware
|
|
$
|
211.2
|
|
|
$
|
(7.0
|
)
|
|
$
|
7.0
|
|
|
$
|
1.1
|
|
|
$
|
744.2
|
|
|
$
|
(531.9
|
)
|
|
$
|
212.3
|
|
Food and Commercial
|
|
903.7
|
|
|
3.2
|
|
|
(160.3
|
)
|
|
0.2
|
|
|
2,266.3
|
|
|
(1,519.5
|
)
|
|
746.8
|
|
|||||||
Home and Outdoor Living
|
|
163.8
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
0.7
|
|
|
2,155.2
|
|
|
(1,990.7
|
)
|
|
164.5
|
|
|||||||
Learning and Development
|
|
2,595.2
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
(10.0
|
)
|
|
3,431.8
|
|
|
(846.6
|
)
|
|
2,585.2
|
|
|||||||
Other
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
$
|
3,873.9
|
|
|
$
|
2.7
|
|
|
$
|
(159.6
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
8,597.5
|
|
|
$
|
(4,888.7
|
)
|
|
$
|
3,708.8
|
|
(1)
|
During 2019, in connection with the Company’s state income tax payable/receivable reconciliation process, the Company identified that a state income tax receivable initially recorded in March 2017 was overstated by $19.9 million. The Company determined that the offset to this overstated receivable was recorded as a reduction to goodwill and, subsequently, recorded an entry during the current year to increase goodwill by this amount with a corresponding reduction to its state income tax receivable. Additionally, the Company identified and reversed $8.8 million of reserves for uncertain tax positions that were no longer required as the statutes of limitations had previously expired across multiple prior years. Therefore, the Company recorded an adjustment to income tax expense with a corresponding reduction to its reserves for uncertain tax positions. The Company was required to allocate the goodwill and reversal of reserves for uncertain tax positions to its businesses and reporting units in order to determine whether or not the carrying value of a disposal group or reporting unit that was
|
(2)
|
In 2019, the Company recorded impairment charges in the Food and Commercial segment to reflect a decrease in the carrying values of Mapa/Spontex and Quickie by a total of $158 million while these businesses were classified as held for sale.
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
||||||||||||||||||
Segment
|
|
Net Book
Value at
December 31,
2017
|
|
Other
Adjustments
|
|
Impairment
Charges (1)
|
|
Foreign
Exchange
|
|
Gross
Carrying
Amount
|
|
Accumulated
Impairment
Charges
|
|
Net Book
Value
|
||||||||||||||
Appliances and Cookware
|
|
$
|
635.1
|
|
|
$
|
—
|
|
|
$
|
(419.6
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
750.1
|
|
|
$
|
(538.9
|
)
|
|
$
|
211.2
|
|
Food and Commercial
|
|
2,283.8
|
|
|
—
|
|
|
(1,359.3
|
)
|
|
(20.8
|
)
|
|
2,263.0
|
|
|
(1,359.3
|
)
|
|
903.7
|
|
|||||||
Home and Outdoor Living
|
|
2,148.0
|
|
|
—
|
|
|
(1,985.0
|
)
|
|
0.8
|
|
|
2,148.8
|
|
|
(1,985.0
|
)
|
|
163.8
|
|
|||||||
Learning and Development
|
|
2,735.0
|
|
|
—
|
|
|
(105.3
|
)
|
|
(34.5
|
)
|
|
3,441.2
|
|
|
(846.0
|
)
|
|
2,595.2
|
|
|||||||
|
|
$
|
7,801.9
|
|
|
$
|
—
|
|
|
$
|
(3,869.2
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
8,603.1
|
|
|
$
|
(4,729.2
|
)
|
|
$
|
3,873.9
|
|
(1)
|
In the Appliances and Cookware segment, the impairment charge was attributable to the Appliances and Cookware reporting unit. In the Food and Commercial segment, the impairment charge was recorded, primarily within the Food reporting unit. In the Home and Outdoor Living segment, impairment charges of $875 million, $787 million and $323 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 was attributable to the Baby reporting unit.
|
|
2019 (1)
|
|
2018 (2)
|
||||
Impairment of acquired intangible assets
|
|
|
|
||||
Appliances and Cookware
|
$
|
606.9
|
|
|
$
|
1,292.0
|
|
Food and Commercial
|
152.5
|
|
|
454.7
|
|
||
Home and Outdoor Living
|
269.5
|
|
|
2,434.1
|
|
||
Learning and Development
|
24.2
|
|
|
246.0
|
|
||
Total
|
$
|
1,053.1
|
|
|
$
|
4,426.8
|
|
(1)
|
The carrying value of certain Appliances and Cookware tradenames 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. In 2019, the Company recorded impairment charges in the Food and Commercial segment to reflect a decrease in the carrying values of Mapa/Spontex and Quickie by a total of $153 million while these businesses were classified as held for sale. In the Home and Outdoor Living segment, the impairment charges of $151 million and $118 million were recorded within the Home Fragrance and Outdoor and Recreation reporting units, respectively. The carrying value of certain Home and Outdoor Living tradenames 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 tradenames. In the Learning and Development segment, the impairment charge was recorded within the Writing reporting unit. The Writing reporting unit continues to experience softening trends in sales of slime-related adhesive products. Related sales of such products during the fourth quarter of 2019 deteriorated at a faster rate than expected, which resulted in a downward revision to forecasted results for one of its tradenames. The rate and duration of the decline for such products, which is expected to continue into
|
(2)
|
In the Food and Commercial segment, the impairment charge was recorded within the Food reporting unit. In the Home and Outdoor Living segment, impairment charges of $1.7 billion, $630 million and $75 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.
|
|
2019
|
|
2018
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Amortization
Periods
(in years)
|
||||||||||||
Tradenames - indefinite life
|
$
|
3,560.2
|
|
|
$
|
—
|
|
|
$
|
3,560.2
|
|
|
$
|
4,628.9
|
|
|
$
|
—
|
|
|
$
|
4,628.9
|
|
|
N/A
|
Tradenames - other
|
168.9
|
|
|
(49.7
|
)
|
|
119.2
|
|
|
170.5
|
|
|
(36.5
|
)
|
|
134.0
|
|
|
2-15
|
||||||
Capitalized software
|
586.8
|
|
|
(435.4
|
)
|
|
151.4
|
|
|
559.0
|
|
|
(376.1
|
)
|
|
182.9
|
|
|
3-12
|
||||||
Patents and intellectual property
|
135.3
|
|
|
(101.3
|
)
|
|
34.0
|
|
|
137.6
|
|
|
(79.8
|
)
|
|
57.8
|
|
|
3-14
|
||||||
Customer relationships and distributor channels
|
1,327.5
|
|
|
(282.8
|
)
|
|
1,044.7
|
|
|
1,329.5
|
|
|
(217.2
|
)
|
|
1,112.3
|
|
|
3-30
|
||||||
Other
|
109.0
|
|
|
(102.1
|
)
|
|
6.9
|
|
|
109.0
|
|
|
(74.3
|
)
|
|
34.7
|
|
|
3-5
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
$
|
5,887.7
|
|
|
$
|
(971.3
|
)
|
|
$
|
4,916.4
|
|
|
$
|
6,934.5
|
|
|
$
|
(783.9
|
)
|
|
$
|
6,150.6
|
|
|
|
Years ending December 31,
|
|
Amount
|
||
2020
|
|
$
|
148.1
|
|
2021
|
|
119.4
|
|
|
2022
|
|
95.3
|
|
|
2023
|
|
88.5
|
|
|
2024
|
|
79.6
|
|
|
Thereafter
|
|
825.3
|
|
|
2019
|
|
2018
|
||||
Customer accruals
|
$
|
604.9
|
|
|
$
|
626.6
|
|
Operating lease liabilities
|
132.4
|
|
|
—
|
|
||
Accrued self-insurance liabilities, contingencies and warranty
|
123.7
|
|
|
133.2
|
|
||
Accrued interest expense
|
62.6
|
|
|
72.9
|
|
||
Accruals for manufacturing, marketing and freight expenses
|
49.8
|
|
|
39.6
|
|
||
Accrued income taxes
|
114.0
|
|
|
165.9
|
|
||
Other
|
252.9
|
|
|
269.7
|
|
||
|
$
|
1,340.3
|
|
|
$
|
1,307.9
|
|
|
2019
|
|
2018
|
||||
2.60% senior notes due 2019
|
$
|
—
|
|
|
$
|
267.3
|
|
4.70% senior notes due 2020
|
304.9
|
|
|
304.6
|
|
||
3.15% senior notes due 2021
|
93.6
|
|
|
97.5
|
|
||
3.75% senior notes due 2021
|
342.1
|
|
|
353.2
|
|
||
4.00% senior notes due 2022
|
249.3
|
|
|
249.0
|
|
||
3.85% senior notes due 2023
|
1,387.5
|
|
|
1,740.8
|
|
||
5.00% senior notes due 2023
|
—
|
|
|
310.0
|
|
||
4.00% senior notes due 2024
|
199.5
|
|
|
496.4
|
|
||
3.90% senior notes due 2025
|
46.9
|
|
|
90.3
|
|
||
4.20% senior notes due 2026
|
1,986.3
|
|
|
1,984.5
|
|
||
5.375% senior notes due 2036
|
416.1
|
|
|
415.8
|
|
||
5.50% senior notes due 2046
|
657.3
|
|
|
657.2
|
|
||
Commercial paper
|
25.0
|
|
|
—
|
|
||
Other debt
|
15.2
|
|
|
48.4
|
|
||
Total debt
|
5,723.7
|
|
|
7,015.0
|
|
||
Short-term debt and current portion of long-term debt
|
(332.4
|
)
|
|
(318.7
|
)
|
||
Long-term debt
|
$
|
5,391.3
|
|
|
$
|
6,696.3
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
$334.5
|
|
$435.7
|
|
$253.6
|
|
$1,395.1
|
|
$201.2
|
|
$3,135.3
|
|
$5,755.4
|
|
2019
|
|
2018
|
||||||||||||
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
||||||||
Senior notes
|
$
|
5,989.9
|
|
|
$
|
5,683.5
|
|
|
$
|
6,911.2
|
|
|
$
|
6,966.6
|
|
|
2019
|
|
2018
|
||||||||||||
|
Asset (a)
|
|
Liability (a)
|
|
Asset (a)
|
|
Liability (a)
|
||||||||
Derivatives designated as effective hedges:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
0.9
|
|
|
$
|
12.5
|
|
|
$
|
13.3
|
|
|
$
|
0.7
|
|
Commodity contracts
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
2.1
|
|
|
0.9
|
|
|
—
|
|
|
11.5
|
|
||||
Derivatives not designated as effective hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
10.1
|
|
|
4.5
|
|
|
12.9
|
|
|
4.2
|
|
||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
13.1
|
|
|
$
|
18.0
|
|
|
$
|
26.2
|
|
|
$
|
17.3
|
|
(a) Consolidated balance sheet location:
|
|
|
|
|
|
|
|
||||||||
Asset: Prepaid expenses and other, and other non-current assets
|
|
|
|
|
|
|
|
||||||||
Liability: Other accrued liabilities, and other non-current liabilities
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||||||||||||||||
(in millions)
|
Recognized
in OCI (a)
|
|
Reclassified
from AOCL to Income |
|
Recognized
in OCI (a)
|
|
Reclassified
from AOCL to Income |
|
Recognized
in OCI (a)
|
|
Reclassified
from AOCL to Income |
||||||||||||
Interest rate swaps (b)
|
$
|
—
|
|
|
$
|
(8.0
|
)
|
|
$
|
—
|
|
|
$
|
(26.6
|
)
|
|
$
|
—
|
|
|
$
|
(8.2
|
)
|
Foreign currency contracts (c)
|
(15.5
|
)
|
|
15.1
|
|
|
24.1
|
|
|
(13.0
|
)
|
|
(33.1
|
)
|
|
6.8
|
|
||||||
Commodity contracts
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swaps (d)
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(3.1
|
)
|
|
(5.8
|
)
|
|
(6.9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
(15.7
|
)
|
|
$
|
7.0
|
|
|
$
|
22.4
|
|
|
$
|
(42.7
|
)
|
|
$
|
(38.9
|
)
|
|
$
|
(8.3
|
)
|
(a)
|
Represents effective portion recognized in Other Comprehensive Income (“OCI”).
|
(b)
|
Portion reclassified from AOCL to income recognized in interest expense.
|
(c)
|
Portion reclassified from AOCL to income recognized in sales and cost of products sold.
|
(d)
|
Portion reclassified from AOCL to income recognized in other income (expense), net
|
|
Classification
|
|
|
||
Assets
|
|
|
|
||
Operating leases
|
Operating lease assets, net
|
|
$
|
615.2
|
|
Finance leases
|
Property, plant and equipment, net (1)
|
|
15.2
|
|
|
Total lease assets
|
|
|
$
|
630.4
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating leases
|
Other accrued liabilities
|
|
$
|
132.4
|
|
Finance leases
|
Short-term debt and current portion of long-term debt
|
|
3.4
|
|
|
Noncurrent
|
|
|
|
||
Operating leases
|
Long-term operating lease liabilities
|
|
541.4
|
|
|
Finance leases
|
Long-term debt
|
|
9.5
|
|
|
Total lease liabilities
|
|
|
$
|
686.7
|
|
Operating lease cost:
|
|
|
||
Operating lease cost (1)
|
|
$
|
207.1
|
|
Variable lease costs (2)
|
|
25.5
|
|
|
Finance lease cost
|
|
|
||
Amortization of leased assets
|
|
4.6
|
|
|
Interest on lease liabilities
|
|
0.5
|
|
(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.
|
Weighted-average remaining lease term (years):
|
|
|
Operating leases
|
7
|
|
Finance leases
|
3
|
|
Weighted-average discount rate:
|
|
|
Operating leases
|
4.3
|
%
|
Finance leases
|
3.5
|
%
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
2020
|
$
|
168.3
|
|
|
$
|
4.3
|
|
2021
|
138.9
|
|
|
4.2
|
|
||
2022
|
115.0
|
|
|
3.3
|
|
||
2023
|
87.0
|
|
|
1.5
|
|
||
2024
|
71.0
|
|
|
0.2
|
|
||
Thereafter
|
214.8
|
|
|
0.2
|
|
||
Total lease payments
|
795.0
|
|
|
13.7
|
|
||
Less: imputed interest
|
(121.2
|
)
|
|
(0.8
|
)
|
||
Present value of lease liabilities
|
$
|
673.8
|
|
|
$
|
12.9
|
|
2019
|
$
|
180.0
|
|
2020
|
144.0
|
|
|
2021
|
117.8
|
|
|
2022
|
97.7
|
|
|
2023
|
74.0
|
|
|
Thereafter
|
263.9
|
|
|
|
$
|
877.4
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
Change in benefit obligation:
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
1,348.0
|
|
|
$
|
1,553.7
|
|
|
$
|
581.3
|
|
|
$
|
679.4
|
|
|
$
|
53.0
|
|
|
$
|
65.1
|
|
Service cost
|
0.5
|
|
|
0.8
|
|
|
6.5
|
|
|
6.3
|
|
|
0.2
|
|
|
0.3
|
|
||||||
Interest cost
|
49.1
|
|
|
46.4
|
|
|
12.6
|
|
|
13.1
|
|
|
1.8
|
|
|
1.8
|
|
||||||
Actuarial (gain) loss
|
150.9
|
|
|
(147.7
|
)
|
|
45.0
|
|
|
(35.2
|
)
|
|
2.4
|
|
|
(8.9
|
)
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
0.6
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
14.8
|
|
|
(32.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(99.4
|
)
|
|
(105.2
|
)
|
|
(22.3
|
)
|
|
(30.0
|
)
|
|
(5.2
|
)
|
|
(4.9
|
)
|
||||||
Acquisitions and dispositions, net
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments, settlements and other
|
—
|
|
|
—
|
|
|
(12.7
|
)
|
|
(23.6
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Benefit obligation at end of year (1)
|
$
|
1,449.1
|
|
|
$
|
1,348.0
|
|
|
$
|
626.3
|
|
|
$
|
581.3
|
|
|
$
|
52.2
|
|
|
$
|
53.0
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
1,104.9
|
|
|
1,271.1
|
|
|
531.5
|
|
|
610.4
|
|
|
—
|
|
|
—
|
|
||||||
Actual return (loss) on plan assets
|
212.7
|
|
|
(71.2
|
)
|
|
51.0
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Contributions
|
10.0
|
|
|
10.2
|
|
|
13.0
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
19.1
|
|
|
(31.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(99.4
|
)
|
|
(105.2
|
)
|
|
(22.3
|
)
|
|
(30.0
|
)
|
|
—
|
|
|
|
|
||||||
Acquisitions and dispositions, net
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Settlements and other
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
$
|
1,228.2
|
|
|
$
|
1,104.9
|
|
|
$
|
579.9
|
|
|
$
|
531.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(220.9
|
)
|
|
$
|
(243.1
|
)
|
|
$
|
(46.4
|
)
|
|
$
|
(49.8
|
)
|
|
$
|
(52.2
|
)
|
|
$
|
(53.0
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost, included in other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.1
|
|
|
$
|
72.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued current benefit cost—other accrued liabilities
|
(14.7
|
)
|
|
(9.9
|
)
|
|
(4.7
|
)
|
|
(4.7
|
)
|
|
(5.6
|
)
|
|
(5.3
|
)
|
||||||
Accrued noncurrent benefit cost— other noncurrent liabilities
|
(206.2
|
)
|
|
(233.2
|
)
|
|
(130.8
|
)
|
|
(117.3
|
)
|
|
(46.6
|
)
|
|
(47.7
|
)
|
||||||
Net amount recognized
|
$
|
(220.9
|
)
|
|
$
|
(243.1
|
)
|
|
$
|
(46.4
|
)
|
|
$
|
(49.8
|
)
|
|
$
|
(52.2
|
)
|
|
$
|
(53.0
|
)
|
Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.06
|
%
|
|
4.12
|
%
|
|
1.79
|
%
|
|
2.53
|
%
|
|
2.80
|
%
|
|
3.97
|
%
|
||||||
Long-term rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
2.31
|
%
|
|
2.43
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||
Current health care cost trend rates
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.74
|
%
|
|
6.99
|
%
|
||||||
Ultimate health care cost trend rates
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
(1)
|
The accumulated benefit obligation for all defined benefit pension plans was $2.1 billion and $1.9 billion at December 31, 2019 and 2018, respectively.
|
|
Pension Benefits
|
||||||
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
$
|
1,791.6
|
|
|
$
|
1,662.0
|
|
Fair value of plan assets
|
1,435.3
|
|
|
1,297.1
|
|
|
Pension Benefits
|
||||||
|
2019
|
|
2018
|
||||
Accumulated benefit obligation
|
$
|
1,783.7
|
|
|
$
|
1,654.8
|
|
Fair value of plan assets
|
1,435.3
|
|
|
1,297.1
|
|
|
Pension Benefits
|
||||||||||||||||||||||
|
U.S.
|
|
International
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
2.8
|
|
|
$
|
6.5
|
|
|
$
|
6.3
|
|
|
$
|
7.3
|
|
Interest cost
|
49.1
|
|
|
46.4
|
|
|
49.6
|
|
|
12.6
|
|
|
13.1
|
|
|
13.4
|
|
||||||
Expected return on plan assets
|
(59.2
|
)
|
|
(67.5
|
)
|
|
(73.3
|
)
|
|
(13.0
|
)
|
|
(14.9
|
)
|
|
(18.4
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
||||||
Net actuarial loss
|
15.5
|
|
|
21.4
|
|
|
23.7
|
|
|
1.8
|
|
|
2.0
|
|
|
2.0
|
|
||||||
Curtailment, settlement and termination (benefit) costs
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
0.6
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Total expense (income)
|
$
|
5.8
|
|
|
$
|
1.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
9.0
|
|
|
$
|
8.2
|
|
|
$
|
6.0
|
|
Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average assumption used to calculate net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Effective discount rate for benefit obligations
|
4.12
|
%
|
|
3.48
|
%
|
|
3.99
|
%
|
|
2.52
|
%
|
|
2.24
|
%
|
|
2.10
|
%
|
||||||
Effective rate for interest on benefit obligations
|
3.79
|
%
|
|
3.09
|
%
|
|
3.28
|
%
|
|
2.20
|
%
|
|
1.94
|
%
|
|
1.70
|
%
|
||||||
Effective rate for service cost
|
3.93
|
%
|
|
3.32
|
%
|
|
3.83
|
%
|
|
1.89
|
%
|
|
2.33
|
%
|
|
2.44
|
%
|
||||||
Effective rate for interest on service cost
|
3.62
|
%
|
|
2.98
|
%
|
|
3.38
|
%
|
|
2.24
|
%
|
|
2.27
|
%
|
|
2.38
|
%
|
||||||
Long-term rate of return on plan assets
|
5.25
|
%
|
|
5.75
|
%
|
|
6.04
|
%
|
|
2.47
|
%
|
|
2.58
|
%
|
|
3.20
|
%
|
||||||
Long-term rate of compensation increase
|
3.00
|
%
|
|
2.54
|
%
|
|
2.50
|
%
|
|
2.32
|
%
|
|
3.47
|
%
|
|
3.53
|
%
|
|
Postretirement Benefits
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
Interest cost
|
1.8
|
|
|
1.8
|
|
|
2.2
|
|
|||
Amortization:
|
|
|
|
|
|
||||||
Prior service credit
|
(4.9
|
)
|
|
(6.6
|
)
|
|
(5.2
|
)
|
|||
Net actuarial gain
|
(4.5
|
)
|
|
(3.6
|
)
|
|
(3.9
|
)
|
|||
Total income
|
$
|
(7.4
|
)
|
|
$
|
(8.1
|
)
|
|
$
|
(6.8
|
)
|
|
|
|
|
|
|
||||||
Assumptions
|
|
|
|
|
|
||||||
Weighted average assumption used to calculate net periodic cost:
|
|
|
|
|
|
||||||
Effective discount rate for benefit obligations
|
3.90
|
%
|
|
3.09
|
%
|
|
3.76
|
%
|
|||
Effective rate for interest on benefit obligations
|
2.71
|
%
|
|
2.71
|
%
|
|
3.07
|
%
|
|||
Effective rate for service cost
|
2.97
|
%
|
|
2.98
|
%
|
|
3.25
|
%
|
|||
Effective rate for interest on service cost
|
2.78
|
%
|
|
2.78
|
%
|
|
3.02
|
%
|
|
|
Plan Assets — Domestic Plans
|
||||||||||||||||||||||
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based
assets
|
|
Total
|
||||||||||||
Equity securities and funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Global equities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
232.5
|
|
|
$
|
232.5
|
|
Fixed income securities and funds
|
|
400.0
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|
330.0
|
|
|
730.0
|
|
||||||
Alternative investments
|
|
46.9
|
|
|
—
|
|
|
—
|
|
|
46.9
|
|
|
192.5
|
|
|
239.4
|
|
||||||
Cash and other
|
|
10.0
|
|
|
15.2
|
|
|
1.1
|
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
||||||
Total
|
|
$
|
456.9
|
|
|
$
|
15.2
|
|
|
$
|
1.1
|
|
|
$
|
473.2
|
|
|
$
|
755.0
|
|
|
$
|
1,228.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Plan Assets — Domestic Plans
|
||||||||||||||||||||||
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based
assets
|
|
Total
|
||||||||||||
Equity securities and funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Global equities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179.8
|
|
|
$
|
179.8
|
|
Fixed income securities and funds
|
|
413.3
|
|
|
—
|
|
|
—
|
|
|
413.3
|
|
|
269.3
|
|
|
682.6
|
|
||||||
Alternative investments
|
|
40.7
|
|
|
—
|
|
|
—
|
|
|
40.7
|
|
|
177.1
|
|
|
217.8
|
|
||||||
Cash and other
|
|
8.9
|
|
|
14.8
|
|
|
1.0
|
|
|
24.7
|
|
|
—
|
|
|
24.7
|
|
||||||
Total
|
|
$
|
462.9
|
|
|
$
|
14.8
|
|
|
$
|
1.0
|
|
|
$
|
478.7
|
|
|
$
|
626.2
|
|
|
$
|
1,104.9
|
|
|
|
Plan Assets – International Plans
|
||||||||||||||||||||||
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based
assets
|
|
Total
|
||||||||||||
Equity securities and funds
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
2.1
|
|
|
$
|
5.2
|
|
Fixed income securities and funds
|
|
298.3
|
|
|
—
|
|
|
—
|
|
|
298.3
|
|
|
2.5
|
|
|
300.8
|
|
||||||
Cash and other
|
|
8.1
|
|
|
254.8
|
|
|
8.0
|
|
|
270.9
|
|
|
3.0
|
|
|
273.9
|
|
||||||
Total
|
|
$
|
309.5
|
|
|
$
|
254.8
|
|
|
$
|
8.0
|
|
|
$
|
572.3
|
|
|
$
|
7.6
|
|
|
$
|
579.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Plan Assets – International Plans
|
||||||||||||||||||||||
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based
assets
|
|
Total
|
||||||||||||
Equity securities and funds
|
|
$
|
14.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14.3
|
|
|
$
|
9.1
|
|
|
$
|
23.4
|
|
Fixed income securities and funds
|
|
266.7
|
|
|
—
|
|
|
—
|
|
|
266.7
|
|
|
6.6
|
|
|
273.3
|
|
||||||
Cash and other
|
|
6.2
|
|
|
204.9
|
|
|
9.4
|
|
|
220.5
|
|
|
14.3
|
|
|
234.8
|
|
||||||
Total
|
|
$
|
287.2
|
|
|
$
|
204.9
|
|
|
$
|
9.4
|
|
|
$
|
501.5
|
|
|
$
|
30.0
|
|
|
$
|
531.5
|
|
|
Total
|
||
Balance, December 31, 2017
|
$
|
14.9
|
|
Realized gains
|
—
|
|
|
Unrealized losses
|
0.1
|
|
|
Purchases, sales, settlements, and other, net
|
(4.6
|
)
|
|
Balance, December 31, 2018
|
10.4
|
|
|
Realized gains
|
—
|
|
|
Unrealized gains
|
0.2
|
|
|
Purchases, sales, settlements and other, net
|
(1.5
|
)
|
|
Balance, December 31, 2019
|
$
|
9.1
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Pension benefits
|
$
|
130.3
|
|
|
$
|
125.4
|
|
|
$
|
123.6
|
|
|
$
|
122.6
|
|
|
$
|
121.3
|
|
|
$
|
582.9
|
|
Postretirement benefits
|
$
|
5.7
|
|
|
$
|
5.5
|
|
|
$
|
5.4
|
|
|
$
|
5.2
|
|
|
$
|
4.9
|
|
|
$
|
18.3
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average shares outstanding
|
423.2
|
|
|
473.3
|
|
|
485.7
|
|
Share-based payment awards classified as participating securities
|
0.1
|
|
|
0.4
|
|
|
1.0
|
|
Basic weighted-average shares outstanding
|
423.3
|
|
|
473.7
|
|
|
486.7
|
|
Dilutive securities (1)
|
0.6
|
|
|
—
|
|
|
1.3
|
|
Diluted weighted-average shares outstanding
|
423.9
|
|
|
473.7
|
|
|
488.0
|
|
(1)
|
For 2018, 0.6 million potentially dilutive share-based awards are excluded as their effect would be anti-dilutive. For 2017, the amount of potentially dilutive securities that are excluded because their effect would be anti-dilutive are not material.
|
|
Shares
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
Weighted
Average
Remaining Life
(years)
|
|
Aggregate
Intrinsic
Value
|
||||
Outstanding at December 31, 2018
|
0.3
|
|
|
$
|
15
|
|
|
|
|
|
|
Granted
|
1.3
|
|
|
18
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
9
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
1.6
|
|
|
$
|
17
|
|
|
8.4
|
|
2.9
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable, end of year
|
0.3
|
|
|
$
|
15
|
|
|
1.5
|
|
1.0
|
|
|
Restricted
Stock
Units
|
|
Weighted-
Average Grant
Date Fair Value
Per Share
|
|||
Outstanding at December 31, 2018
|
4.7
|
|
|
$
|
41
|
|
Granted
|
3.0
|
|
|
17
|
||
Grant adjustment (1)
|
(0.7
|
)
|
|
63
|
||
Vested
|
(1.0
|
)
|
|
36
|
||
Forfeited
|
(1.2
|
)
|
|
30
|
||
Outstanding at December 31, 2019
|
4.8
|
|
|
25
|
||
|
|
|
|
|||
Expected to vest at December 31, 2019
|
4.3
|
|
|
21
|
(1)
|
The Grant Adjustment primarily relates to an adjustment in the quantity of Stock-Price Based RSUs ultimately vested during 2019 that were dependent on the level of achievement of the specified performance conditions.
|
|
Unrecognized
Compensation
Cost
|
|
Weighted-
Average Period
of Expense
Recognition
(in years)
|
||
Restricted stock units
|
$
|
44.5
|
|
|
1
|
Stock options
|
4.6
|
|
|
1
|
|
Total
|
$
|
49.1
|
|
|
1
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
(1,248.7
|
)
|
|
$
|
(8,099.1
|
)
|
|
$
|
(104.9
|
)
|
Foreign
|
|
397.1
|
|
|
107.4
|
|
|
1,024.2
|
|
|||
Total
|
|
$
|
(851.6
|
)
|
|
$
|
(7,991.7
|
)
|
|
$
|
919.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
8.6
|
|
|
$
|
121.4
|
|
|
$
|
272.1
|
|
State
|
10.6
|
|
|
31.0
|
|
|
21.4
|
|
|||
Foreign
|
42.0
|
|
|
203.5
|
|
|
168.5
|
|
|||
Total current
|
61.2
|
|
|
355.9
|
|
|
462.0
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(354.5
|
)
|
|
(1,035.3
|
)
|
|
(1,733.3
|
)
|
|||
State
|
(63.2
|
)
|
|
(283.3
|
)
|
|
28.5
|
|
|||
Foreign
|
(650.2
|
)
|
|
(266.7
|
)
|
|
(77.0
|
)
|
|||
Total deferred
|
(1,067.9
|
)
|
|
(1,585.3
|
)
|
|
(1,781.8
|
)
|
|||
Total income tax benefit
|
(1,006.7
|
)
|
|
(1,229.4
|
)
|
|
(1,319.8
|
)
|
|||
Total income tax provision - discontinued operations
|
31.0
|
|
|
129.5
|
|
|
195.2
|
|
|||
Total income tax benefit - continuing operations
|
$
|
(1,037.7
|
)
|
|
$
|
(1,358.9
|
)
|
|
$
|
(1,515.0
|
)
|
(1)
|
In connection with the Company's execution to rationalize its legal entities along with centralizing the ownership of certain intellectual property rights for its comprehensive management and protection, the Company transferred these intellectual
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals
|
$
|
124.4
|
|
|
$
|
139.1
|
|
Inventory
|
28.8
|
|
|
32.5
|
|
||
Pension and other postretirement benefits
|
78.5
|
|
|
81.7
|
|
||
Net operating losses
|
341.6
|
|
|
339.9
|
|
||
Foreign tax credits
|
155.9
|
|
|
133.3
|
|
||
Capital loss carryforward
|
211.8
|
|
|
15.2
|
|
||
Operating lease liabilities
|
172.3
|
|
|
—
|
|
||
Other
|
157.2
|
|
|
132.6
|
|
||
Total gross deferred tax assets
|
1,270.5
|
|
|
874.3
|
|
||
Less: valuation allowance
|
(270.5
|
)
|
|
(195.0
|
)
|
||
Net deferred tax assets after valuation allowance
|
1,000.0
|
|
|
679.3
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation
|
(79.7
|
)
|
|
(92.2
|
)
|
||
Amortizable intangibles
|
(517.7
|
)
|
|
(1,419.2
|
)
|
||
Outside basis differences
|
(40.6
|
)
|
|
(25.7
|
)
|
||
Operating lease assets
|
(158.1
|
)
|
|
—
|
|
||
Other
|
(53.3
|
)
|
|
(48.9
|
)
|
||
Total gross deferred tax liabilities
|
(849.4
|
)
|
|
(1,586.0
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
150.6
|
|
|
$
|
(906.7
|
)
|
|
|
2019
|
|
2018
|
||||
Noncurrent deferred tax assets
|
|
$
|
775.5
|
|
|
$
|
183.3
|
|
Noncurrent deferred tax liabilities
|
|
(624.9
|
)
|
|
(1,090.0
|
)
|
||
Total
|
|
$
|
150.6
|
|
|
$
|
(906.7
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits, January 1,
|
$
|
463.0
|
|
|
$
|
385.3
|
|
|
$
|
379.0
|
|
Increases (decreases):
|
|
|
|
|
|
||||||
Increases in tax positions for prior years
|
35.3
|
|
|
35.9
|
|
|
26.0
|
|
|||
Decreases in tax positions for prior years
|
(30.9
|
)
|
|
(20.6
|
)
|
|
(12.3
|
)
|
|||
Increase in tax positions for the current period
|
83.5
|
|
|
115.0
|
|
|
34.5
|
|
|||
Purchase accounting adjustments (See Footnote 1 and Footnote 8)
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|||
Currency translation adjustments
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Settlements with taxing authorities
|
(1.7
|
)
|
|
(6.2
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
(66.4
|
)
|
|
(46.4
|
)
|
|
(41.9
|
)
|
|||
Unrecognized tax benefits, December 31,
|
$
|
474.4
|
|
|
$
|
463.0
|
|
|
$
|
385.3
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
|
$
|
—
|
|
|
$
|
26.2
|
|
Liabilities
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
(17.3
|
)
|
||||||||
Investment securities, including mutual funds
|
9.5
|
|
|
1.1
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
Level 3
|
||||||
Goodwill
|
$
|
—
|
|
|
$
|
1,039.5
|
|
Indefinite-lived assets
|
$
|
1,365.2
|
|
|
$
|
3,698.0
|
|
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®, Sistema®, Mapa®, Quickie® and Spontex®
|
|
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
|
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
|
|
2019
|
||||||||||||||||||||||||||
|
Appliances and
Cookware
|
|
Food
and Commercial
|
|
Home and
Outdoor
Living
|
|
Learning
and
Development
|
|
Corporate
|
|
Restructuring
Costs
|
|
Consolidated
|
||||||||||||||
Net sales (1)
|
$
|
1,691.0
|
|
|
$
|
2,243.9
|
|
|
$
|
2,823.4
|
|
|
$
|
2,956.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,714.9
|
|
Operating income (loss) (2)
|
(535.3
|
)
|
|
(42.3
|
)
|
|
(173.2
|
)
|
|
587.2
|
|
|
(291.0
|
)
|
|
(27.1
|
)
|
|
(481.7
|
)
|
|||||||
Other segment data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
1,467.9
|
|
|
$
|
3,794.7
|
|
|
$
|
3,833.0
|
|
|
$
|
4,800.2
|
|
|
$
|
1,746.2
|
|
|
$
|
—
|
|
|
$
|
15,642.0
|
|
Capital expenditures
|
17.1
|
|
|
49.3
|
|
|
54.2
|
|
|
68.4
|
|
|
58.6
|
|
|
—
|
|
|
247.6
|
|
|||||||
Depreciation and amortization
|
23.5
|
|
|
134.6
|
|
|
91.5
|
|
|
67.2
|
|
|
129.2
|
|
|
—
|
|
|
446.0
|
|
|
2018
|
||||||||||||||||||||||||||||||
|
Appliances and
Cookware
|
|
Food
and Commercial
|
|
Home and
Outdoor
Living
|
|
Learning
and
Development
|
|
Other
|
|
Corporate
|
|
Restructuring
Costs
|
|
Consolidated
|
||||||||||||||||
Net sales (1)
|
$
|
1,818.6
|
|
|
$
|
2,403.6
|
|
|
$
|
2,946.7
|
|
|
$
|
2,981.6
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,154.0
|
|
Operating income (loss) (2)
|
(1,596.3
|
)
|
|
(1,458.9
|
)
|
|
(4,237.7
|
)
|
|
237.9
|
|
|
3.8
|
|
|
(416.0
|
)
|
|
(86.8
|
)
|
|
(7,554.0
|
)
|
||||||||
Other segment data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
$
|
2,134.5
|
|
|
$
|
4,209.4
|
|
|
$
|
4,103.2
|
|
|
$
|
4,882.1
|
|
|
$
|
—
|
|
|
$
|
1,149.4
|
|
|
$
|
—
|
|
|
$
|
16,478.6
|
|
Capital expenditures
|
23.2
|
|
|
59.7
|
|
|
51.2
|
|
|
54.5
|
|
|
—
|
|
|
74.7
|
|
|
—
|
|
|
263.3
|
|
||||||||
Depreciation and amortization
|
23.0
|
|
|
64.3
|
|
|
94.7
|
|
|
74.3
|
|
|
—
|
|
|
115.6
|
|
|
—
|
|
|
371.9
|
|
|
2017
|
||||||||||||||||||||||||||||||
|
Appliances and
Cookware
|
|
Food
and Commercial
|
|
Home and
Outdoor
Living
|
|
Learning
and
Development
|
|
Other
|
|
Corporate
|
|
Restructuring
Costs
|
|
Consolidated
|
||||||||||||||||
Net sales (1)
|
$
|
2,006.9
|
|
|
$
|
2,532.6
|
|
|
$
|
3,114.1
|
|
|
$
|
3,269.0
|
|
|
$
|
247.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,170.4
|
|
Operating income (loss) (2)
|
170.6
|
|
|
373.2
|
|
|
278.0
|
|
|
544.8
|
|
|
(75.1
|
)
|
|
(489.4
|
)
|
|
(95.3
|
)
|
|
706.8
|
|
||||||||
Other segment data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures
|
$
|
11.2
|
|
|
33.8
|
|
|
$
|
54.9
|
|
|
$
|
8.2
|
|
|
$
|
7.4
|
|
|
$
|
176.2
|
|
|
$
|
—
|
|
|
$
|
291.7
|
|
|
Depreciation and amortization
|
26.3
|
|
|
93.6
|
|
|
105.6
|
|
|
68.8
|
|
|
4.6
|
|
|
101.7
|
|
|
—
|
|
|
400.6
|
|
Geographic Area Information
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales (1) (3)
|
|
|
|
|
|
||||||
United States
|
$
|
6,497.4
|
|
|
$
|
6,808.1
|
|
|
$
|
7,568.0
|
|
Canada
|
422.7
|
|
|
455.5
|
|
|
507.2
|
|
|||
Total North America
|
6,920.1
|
|
|
7,263.6
|
|
|
8,075.2
|
|
|||
Europe, Middle East and Africa
|
1,397.8
|
|
|
1,462.9
|
|
|
1,586.5
|
|
|||
Latin America
|
702.3
|
|
|
709.2
|
|
|
756.1
|
|
|||
Asia Pacific
|
694.7
|
|
|
718.3
|
|
|
752.6
|
|
|||
Total International
|
2,794.8
|
|
|
2,890.4
|
|
|
3,095.2
|
|
|||
|
$
|
9,714.9
|
|
|
$
|
10,154.0
|
|
|
$
|
11,170.4
|
|
(1)
|
All intercompany transactions have been eliminated.
|
(2)
|
Operating income (loss) by segment is net sales less cost of products sold and selling, general administrative expenses (“SG&A”). Operating income by geographic area is net sales less cost of products sold, SG&A, impairment charges and restructuring costs. Certain headquarters expenses of an operational nature are allocated to business segments and geographic areas primarily on a net sales basis. Depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization is included in segment operating income.
|
(3)
|
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.
|
|
2019
|
||||||||||||||||||
|
Appliances and
Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning
and
Development
|
|
Total
|
||||||||||
Appliances and Cookware
|
$
|
1,691.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,691.0
|
|
Food
|
—
|
|
|
841.4
|
|
|
—
|
|
|
—
|
|
|
841.4
|
|
|||||
Commercial
|
—
|
|
|
1,402.5
|
|
|
—
|
|
|
—
|
|
|
1,402.5
|
|
|||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
376.8
|
|
|
—
|
|
|
376.8
|
|
|||||
Home Fragrance
|
—
|
|
|
—
|
|
|
1,033.1
|
|
|
—
|
|
|
1,033.1
|
|
|||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
1,413.5
|
|
|
—
|
|
|
1,413.5
|
|
|||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
1,111.6
|
|
|
1,111.6
|
|
|||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,845.0
|
|
|
1,845.0
|
|
|||||
Total
|
$
|
1,691.0
|
|
|
$
|
2,243.9
|
|
|
$
|
2,823.4
|
|
|
$
|
2,956.6
|
|
|
$
|
9,714.9
|
|
North America
|
$
|
1,100.6
|
|
|
$
|
1,656.8
|
|
|
$
|
2,071.2
|
|
|
$
|
2,091.5
|
|
|
$
|
6,920.1
|
|
International
|
590.4
|
|
|
587.1
|
|
|
752.2
|
|
|
865.1
|
|
|
2,794.8
|
|
|||||
Total
|
$
|
1,691.0
|
|
|
$
|
2,243.9
|
|
|
$
|
2,823.4
|
|
|
$
|
2,956.6
|
|
|
$
|
9,714.9
|
|
|
2018
|
||||||||||||||||||||||
|
Appliances and
Cookware
|
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning
and
Development
|
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
1,818.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,818.6
|
|
Food
|
—
|
|
|
880.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
880.5
|
|
||||||
Commercial
|
—
|
|
|
1,523.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,523.1
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
376.5
|
|
|
—
|
|
|
—
|
|
|
376.5
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
1,054.5
|
|
|
—
|
|
|
—
|
|
|
1,054.5
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
1,515.7
|
|
|
—
|
|
|
—
|
|
|
1,515.7
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
1,132.9
|
|
|
—
|
|
|
1,132.9
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,848.7
|
|
|
—
|
|
|
1,848.7
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
3.5
|
|
||||||
Total
|
$
|
1,818.6
|
|
|
$
|
2,403.6
|
|
|
$
|
2,946.7
|
|
|
$
|
2,981.6
|
|
|
$
|
3.5
|
|
|
$
|
10,154.0
|
|
North America
|
$
|
1,215.2
|
|
|
$
|
1,788.2
|
|
|
$
|
2,174.7
|
|
|
$
|
2,082.4
|
|
|
$
|
3.1
|
|
|
$
|
7,263.6
|
|
International
|
603.4
|
|
|
615.4
|
|
|
772.0
|
|
|
899.2
|
|
|
0.4
|
|
|
2,890.4
|
|
||||||
Total
|
$
|
1,818.6
|
|
|
$
|
2,403.6
|
|
|
$
|
2,946.7
|
|
|
$
|
2,981.6
|
|
|
$
|
3.5
|
|
|
$
|
10,154.0
|
|
|
2017
|
||||||||||||||||||||||
|
Appliances and
Cookware |
|
Food and Commercial
|
|
Home and Outdoor Living
|
|
Learning
and Development |
|
Other
|
|
Total
|
||||||||||||
Appliances and Cookware
|
$
|
2,006.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,006.9
|
|
Food
|
—
|
|
|
914.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914.1
|
|
||||||
Commercial
|
—
|
|
|
1,618.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,618.5
|
|
||||||
Connected Home and Security
|
—
|
|
|
—
|
|
|
355.7
|
|
|
—
|
|
|
—
|
|
|
355.7
|
|
||||||
Home Fragrance
|
—
|
|
|
—
|
|
|
1,063.4
|
|
|
—
|
|
|
—
|
|
|
1,063.4
|
|
||||||
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
1,695.0
|
|
|
—
|
|
|
—
|
|
|
1,695.0
|
|
||||||
Baby and Parenting
|
—
|
|
|
—
|
|
|
—
|
|
|
1,285.2
|
|
|
—
|
|
|
1,285.2
|
|
||||||
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,983.8
|
|
|
—
|
|
|
1,983.8
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247.8
|
|
|
247.8
|
|
||||||
Total
|
$
|
2,006.9
|
|
|
$
|
2,532.6
|
|
|
$
|
3,114.1
|
|
|
$
|
3,269.0
|
|
|
$
|
247.8
|
|
|
$
|
11,170.4
|
|
North America
|
1,390.6
|
|
|
1,935.9
|
|
|
2,315.7
|
|
|
2,271.6
|
|
|
161.4
|
|
|
8,075.2
|
|
||||||
International
|
616.3
|
|
|
596.7
|
|
|
798.4
|
|
|
997.4
|
|
|
86.4
|
|
|
3,095.2
|
|
||||||
Total
|
$
|
2,006.9
|
|
|
$
|
2,532.6
|
|
|
$
|
3,114.1
|
|
|
$
|
3,269.0
|
|
|
$
|
247.8
|
|
|
$
|
11,170.4
|
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
|
•
|
Enhanced the level of review of deferred tax balances for each business that is categorized as held for sale considering the form of divestiture transaction;
|
•
|
Supplemented the review of deferred tax balances by legal entity and account to ensure proper presentation for financial reporting purposes;
|
•
|
Enhanced the review of the intra-period tax allocation between continuing and discontinued operations;
|
•
|
Enhanced the review of the calculation of historical and current tax basis utilized in the gain/loss calculation;
|
•
|
Enhanced the held for sale footnote reconciliation process; and
|
•
|
Enhanced 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.
|
•
|
Hiring experienced resources with substantive backgrounds in accounting for income taxes as well as U.S. multinational public company experience;
|
•
|
Engaging a third party to review the Company’s tax provision processes, identify inefficiencies, and recommend process enhancements;
|
•
|
Implementing enhancements and process improvements to the quarterly and annual provision with respect of uncertain tax positions and state income taxes; and
|
•
|
Undertaking extensive training for key personnel in each reporting jurisdiction on tax reporting requirements and our redesigned processes; and
|
•
|
Implementing a tax reporting software solution that will enhance our state income tax reporting capabilities.
|
4.1†
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not filing certain documents. The Company agrees to furnish a copy of each such document upon the request of the Commission.
|
||
|
|
|
ITEM 10—MATERIAL CONTRACTS
|
||
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
10.6*
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
10.9*
|
|
|
|
|
|
10.10*
|
|
|
|
|
|
10.11*
|
|
|
|
|
|
10.12*
|
|
|
|
|
|
10.13*
|
|
|
|
|
|
10.14*
|
|
|
|
|
|
10.15*
|
|
|
|
|
|
10.16*
|
|
|
|
|
|
10.17*
|
|
|
|
|
|
10.18*
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.22*
|
|
|
|
|
|
10.23*
|
|
|
|
|
|
10.24*
|
|
|
|
|
|
10.25*
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
10.27*
|
|
|
|
|
|
10.28*
|
|
|
|
|
|
10.29*
|
|
|
|
|
|
10.30*
|
|
|
|
|
|
10.31*
|
|
|
|
|
|
10.32*
|
|
|
|
|
|
10.33*
|
|
|
|
|
|
10.34*
|
|
|
|
|
|
10.35*
|
|
|
|
|
|
10.36*
|
|
|
|
|
|
10.37*
|
|
|
|
|
|
10.38*
|
|
|
|
|
|
10.39*
|
|
|
|
|
|
10.40*
|
|
|
|
|
|
10.41*
|
|
|
|
|
|
10.42*
|
|
|
|
|
|
10.43*
|
|
|
|
|
|
10.44*
|
|
|
|
|
|
10.45*
|
|
|
|
|
|
10.46*
|
|
|
|
|
|
10.47*
|
|
|
|
|
|
10.48*
|
|
|
|
|
|
10.49*
|
|
|
|
|
|
10.50*
|
|
|
|
|
|
10.51*
|
|
|
|
|
|
10.52*
|
|
|
|
|
|
10.53*
|
|
|
|
|
|
10.54*
|
|
|
|
|
|
10.55*
|
|
|
|
|
|
10.56*
|
|
|
|
|
|
10.57*
|
|
|
|
|
|
10.58*
|
|
|
|
|
|
10.59*
|
|
|
|
|
|
10.60*
|
|
|
|
|
|
10.61*
|
|
|
|
|
|
10.62*
|
|
|
|
|
|
10.63*
|
|
|
|
|
|
10.64*
|
|
|
|
|
|
10.65*
|
|
|
|
|
|
10.66*
|
|
|
|
|
|
10.67*
|
|
|
|
|
|
10.68*
|
|
|
|
|
|
10.69*
|
|
|
|
|
|
10.70
|
|
|
|
|
|
10.71
|
|
|
|
|
|
†
|
Filed herewith
|
*
|
Represents management contracts and compensatory plans and arrangements.
|
NEWELL BRANDS INC.
Registrant
|
|
||
|
|
|
|
By
|
|
/s/ Christopher H. Peterson
|
|
|
|
Christopher H. Peterson
|
|
Title
|
|
Chief Financial Officer & President, Business Operations
|
|
Date
|
|
March 2, 2020
|
|
Signature
|
|
Title
|
|
|
|
/s/ Ravichandra K. Saligram
|
|
President, Chief Executive Officer and Director
|
Ravichandra K. Saligram
|
|
|
|
|
|
/s/ Christopher H. Peterson
|
|
Chief Financial Officer & President, Business Operations
|
Christopher H. Peterson
|
|
|
|
|
|
/s/ Robert A. Schmidt
|
|
Senior Vice President, Chief Accounting Officer
|
Robert A. Schmidt
|
|
|
|
|
|
/s/ Patrick D. Campbell
|
|
Chairman of the Board and Director
|
Patrick D. Campbell
|
|
|
|
|
|
/s/ Bridget Ryan Berman
|
|
Director
|
Bridget Ryan Berman
|
|
|
|
|
|
/s/ James R. Craigie
|
|
Director
|
James R. Craigie
|
|
|
|
|
|
/s/ Debra A. Crew
|
|
Director
|
Debra A. Crew
|
|
|
|
|
|
/s/ Brett Icahn
|
|
Director
|
Brett Icahn
|
|
|
|
|
|
/s/ Gerardo I. Lopez
|
|
Director
|
Gerardo I. Lopez
|
|
|
|
|
|
/s/ Courtney R. Mather
|
|
Director
|
Courtney R. Mather
|
|
|
|
|
|
/s/ Judith A. Sprieser
|
|
Director
|
Judith A. Sprieser
|
|
|
|
|
|
/s/ Robert A. Steele
|
|
Director
|
Robert A. Steele
|
|
|
|
|
|
/s/ Steven J. Strobel
|
|
Director
|
Steven J. Strobel
|
|
|
|
|
|
/s/ Michael A. Todman
|
|
Director
|
Michael A. Todman
|
|
|
(in millions)
|
Balance at
Beginning
of Period (1)
|
|
Provision
|
|
Other
|
|
Write-
offs
|
|
Balance at
End of
Period
|
||||||||||
Reserve for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2019
|
$
|
26.5
|
|
|
$
|
11.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
28.7
|
|
Year Ended December 31, 2018
|
$
|
33.0
|
|
|
$
|
36.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
(41.2
|
)
|
|
$
|
26.5
|
|
Year Ended December 31, 2017
|
$
|
30.3
|
|
|
$
|
99.2
|
|
|
$
|
2.8
|
|
|
$
|
(87.1
|
)
|
|
$
|
45.2
|
|
(in millions)
|
Balance at
Beginning
of Period
|
|
Provision
|
|
Other
|
|
Write-offs/
Disposition
|
|
Balance at
End of
Period
|
||||||||||
Inventory Reserves (including excess, obsolescence and shrink reserves):
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2019
|
$
|
83.9
|
|
|
$
|
56.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
(61.6
|
)
|
|
$
|
78.1
|
|
Year Ended December 31, 2018
|
$
|
74.8
|
|
|
$
|
53.7
|
|
|
$
|
(2.0
|
)
|
|
$
|
(42.6
|
)
|
|
$
|
83.9
|
|
Year Ended December 31, 2017
|
$
|
94.2
|
|
|
$
|
11.7
|
|
|
$
|
4.5
|
|
|
$
|
(35.6
|
)
|
|
$
|
74.8
|
|
(1)
|
Effective January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and as a result reclassified its allowance for cash discounts to other accrued liabilities as of January 1, 2018. Prior periods were not reclassified.
|
NAME OF ENTITY
|
|
STATE OR JURISDICTION
|
Allegheny International Exercise Co.
|
|
Delaware
|
American Household, Inc.
|
|
Delaware
|
Aprica USA LLC
|
|
Delaware
|
Australian Coleman, Inc.
|
|
Kansas
|
Baby Jogger Holdings, Inc.
|
|
Delaware
|
Baby Jogger, LLC
|
|
Virginia
|
BCTIX, Inc.
|
|
Alabama
|
Berol Corporation
|
|
Delaware
|
Berol Pen Company
|
|
North Carolina
|
B-F Processing LLC
|
|
Delaware
|
Bond Gifting, Inc.
|
|
Delaware
|
BRK Brands, Inc.
|
|
Delaware
|
BTM Ventures, LLC
|
|
Delaware
|
Canada GP Holdings LLC
|
|
Delaware
|
CC Outlet, Inc.
|
|
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
|
DYMO Europe Holdings LLC
|
|
Delaware
|
DYMO Holdings, LLC
|
|
New York
|
Eliskim, Inc.
|
|
Delaware
|
Elmer’s & Toagosei Co.
|
|
Ohio
|
Elmer’s International LLC
|
|
Delaware
|
Elmer’s Investments LLC
|
|
Delaware
|
Elmer’s Management LLC
|
|
Delaware
|
Embassy Products LLC
|
|
Delaware
|
Ember Investment Corporation
|
|
Delaware
|
First Alert, Inc.
|
|
Delaware
|
Furth Corporation
|
|
Delaware
|
Gingham, LLC
|
|
Georgia
|
Graco Children’s Products Inc.
|
|
Delaware
|
Holmes Motor Corporation
|
|
Delaware
|
Hunt Americas Corporation
|
|
Delaware
|
Hunt Management Company, Inc.
|
|
Pennsylvania
|
Hydrosurge Equipment Company, LLC
|
|
Delaware
|
Ignite Holdings II, Inc.
|
|
Delaware
|
Ignite Holdings, LLC
|
|
Delaware
|
Ignite USA, LLC
|
|
Illinois
|
Infoswitch, Inc.
|
|
Delaware
|
Integrated Specialties, Inc.
|
|
California
|
Jarden LLC
|
|
Delaware
|
Jarden Receivables, LLC
|
|
Delaware
|
JBC Direct, LLC
|
|
Delaware
|
Kansas Acquisition Corp.
|
|
Delaware
|
L.A. Services, Inc.
|
|
Delaware
|
Laser Acquisition Corp.
|
|
Delaware
|
Leviathan NES LLC
|
|
Delaware
|
Leviathan NWL LLC
|
|
Delaware
|
Leviathan NWL Sub LLC
|
|
Delaware
|
Loral Corporation
|
|
Delaware
|
Magnetics and Electronics, Inc.
|
|
Delaware
|
Marmot Mountain, LLC
|
|
Delaware
|
Montey Corporation
|
|
Delaware
|
Montey Credit Corporation
|
|
Pennsylvania
|
Muncie JHB LLC
|
|
Delaware
|
New Bra-Con Industries, Inc.
|
|
Delaware
|
Newell Brands DTC, Inc.
|
|
Delaware
|
Newell Brands International LLC
|
|
Delaware
|
Newell Brands Investment II, Inc.
|
|
Delaware
|
Newell Brands Sourcing Corp.
|
|
Delaware
|
Newell Finance Company
|
|
Delaware
|
Newell Investments Inc.
|
|
Delaware
|
Newell Operating Company
|
|
Delaware
|
Newell Puerto Rico, Ltd.
|
|
Delaware
|
Newell Rubbermaid Company Store LLC
|
|
Delaware
|
Newell Rubbermaid Development LLC
|
|
Delaware
|
Newell Rubbermaid Distribution LLC
|
|
Delaware
|
Newell Rubbermaid Europe LLC
|
|
Delaware
|
Newell Rubbermaid Holdings LLC
|
|
Delaware
|
Newell Rubbermaid Mexicali Holdings LLC
|
|
Delaware
|
Newell Rubbermaid Mexico Holding LLC
|
|
Delaware
|
Newell Rubbermaid US Finance Co.
|
|
Delaware
|
Newell Sales & Marketing Group, Inc.
|
|
Delaware
|
Nippon Coleman, Inc.
|
|
Kansas
|
Northern Aqueduct Holdings LLC
|
|
Delaware
|
NWL Europe Holdings LLC
|
|
Delaware
|
NWL GP Holdings LLC
|
|
Delaware
|
Onethousand West, Inc.
|
|
Florida
|
Outdoor Sports Gear, LLC
|
|
Delaware
|
Packs & Travel Corporation
|
|
Delaware
|
QMC Buyer LLC
|
|
Delaware
|
Quickie Holdings LLC
|
|
Delaware
|
Ross Products, Inc.
|
|
Delaware
|
Rubbermaid Commercial Products LLC
|
|
Delaware
|
Rubbermaid Europe Holding Inc.
|
|
Delaware
|
Rubbermaid Incorporated
|
|
Ohio
|
Rubbermaid Services Corp.
|
|
Delaware
|
Rubbermaid Texas Limited
|
|
Texas
|
Rubfinco Inc.
|
|
Delaware
|
Sanford GmbH Holding Company
|
|
Delaware
|
Sanford Holding LLC
|
|
Delaware
|
Sanford, L.P.
|
|
Illinois
|
Sevca, LLC
|
|
Delaware
|
Shakespeare Conductive Fibers, LLC
|
|
Delaware
|
SI II, Inc.
|
|
Florida
|
Sitca LLC
|
|
Washington
|
Smith Mountain Industries, Inc.
|
|
Delaware
|
Stuhlbarg International Sales Company, Inc.
|
|
California
|
Sunbeam Americas Holdings, LLC
|
|
Delaware
|
Sunbeam Diversified Holdings LLC
|
|
Florida
|
Sunbeam Latin America, LLC
|
|
Delaware
|
Sunbeam Products, Inc.
|
|
Delaware
|
Temrac Company, Inc.
|
|
New Jersey
|
Terbal Corporation
|
|
Delaware
|
Teutonia USA LLC
|
|
Delaware
|
The Coleman Company, Inc.
|
|
Delaware
|
The Lehigh Press LLC
|
|
Delaware
|
The Yankee Candle Company, Inc.
|
|
Massachusetts
|
THL-FA IP Corp.
|
|
Delaware
|
Visant Company, LLC
|
|
Delaware
|
Visant Holding Company, LLC
|
|
Delaware
|
Visant Secondary Holdings Company, LLC
|
|
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 LLC
|
|
Delaware
|
YCCD Management, LLC
|
|
Delaware
|
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
|
Apollo Holding B.V.
|
|
Netherlands
|
Appliance and Homewares International Pty Ltd
|
|
Australia
|
Application des Gaz S.A.S.
|
|
France
|
Aprica (Shanghai) Trading Co., Ltd.
|
|
China
|
Aprica (Zhongshan) Ltd.
|
|
China
|
Aprica Childcare Institute-Aprica Ikuji Kenkyush Kabushiki Kaisha
|
|
Japan
|
Aprica Children’s Products G.K.
|
|
Japan
|
Aprica Korea Co., Ltd.
|
|
Korea
|
Bernardin Ltd.
|
|
Canada
|
Berol Limited
|
|
United Kingdom
|
BRK Brands Europe Limited
|
|
UK
|
BRKFA Management Limited
|
|
Canada
|
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
|
Cavoma LP
|
|
Cayman Islands
|
Cavoma Ltd.
|
|
Cayman Islands
|
Chiltern Thermoforming Limited
|
|
UK
|
Coleman (Deutschland) GmbH
|
|
Germany
|
Coleman Benelux B.V.
|
|
Netherlands
|
Coleman Benelux Holdings 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.
|
|
South Korea
|
Coleman UK Limited
|
|
UK
|
Comercial Berol, S. A. de C.V.
|
|
Mexico
|
Detector Technology Limited
|
|
Hong Kong
|
Dongguan HuiXun Electrical Products Co., Ltd.
|
|
China
|
Dongguan Raider Motor Co., Ltd.
|
|
China
|
Dymo BVBA
|
|
Belgium
|
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
|
Electronica BRK de Mexico, S.A. de C.V.
|
|
Mexico
|
Elmer’s Products Canada, Corporation
|
|
Canada
|
Esteem Industries Limited
|
|
Hong Kong
|
Europe Brands S.à r.l.
|
|
Luxembourg
|
Facel S.A.S.
|
|
France
|
Fine Writing Pens of London Limited
|
|
United Kingdom
|
First Alert (Canada) Inc.
|
|
Canada
|
Fountain Holdings Limited
|
|
United Kingdom
|
Gemsbloom Limited
|
|
Hong Kong
|
Graco Children’s Products Hong Kong, Limited
|
|
Hong Kong
|
Guangzhou Jarden Technical Center
|
|
China
|
Hanger Holdings Limited
|
|
New Zealand
|
Hereford NWL Limited
|
|
UK
|
Hogar Plus, SA
|
|
Spain
|
Holmes Products (Europe) Limited
|
|
UK
|
Home Fragrance Italia S.r.l.
|
|
Italy
|
Hunt Europe Limited
|
|
United Kingdom
|
Ignite Hong Kong, Limited
|
|
Hong Kong
|
Industrias Corama S.A. de C.V.
|
|
Mexico
|
ISP SCI
|
|
France
|
Jarden Consumer Solutions (Asia) Limited
|
|
Hong Kong
|
Jarden Consumer Solutions (Europe) Limited
|
|
UK
|
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 Switzerland S.à r.l.
|
|
Switzerland
|
JCS Brasil Eletrodomésticos S.A.
|
|
Brazil
|
K2 (Hong Kong) Limited
|
|
Hong Kong
|
Leviathan Aqueduct Holdings B.V.
|
|
Netherlands
|
Leviathan NES Holdings B.V.
|
|
Netherlands
|
Leviathan NWL Investments B.V.
|
|
Netherlands
|
Leviathan NWL Partners C.V.
|
|
Netherlands
|
Lillo do Brasil Indústria e Comércio de Productos Infantis Ltda.
|
|
Brazil
|
Luxembourg Brands S.à r.l.
|
|
Luxembourg
|
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 GmbH
|
|
Germany
|
Mapa Spontex Holding GmbH
|
|
Germany
|
Mapa Spontex Holdings B.V.
|
|
Netherlands
|
Mapa Spontex Iberica SAU
|
|
Spain
|
Mapa Spontex Italia S.p.A.
|
|
Italy
|
Mapa Spontex Trading (Shanghai) Company Limited
|
|
China
|
Mapa Spontex Trading SDN BHD
|
|
Malaysia
|
Mapa Spontex UK Limited
|
|
UK
|
Mapa Spontex, S.A. de C.V.
|
|
Mexico
|
Mapa Virulana SAIC
|
|
Argentina
|
Marmot Mountain Canada Ltd.
|
|
Canada
|
Marmot Mountain Europe GmbH
|
|
Germany
|
Mucambo SA
|
|
Brazil
|
NBS Holdings
|
|
New Zealand
|
Newell (1995)
|
|
United Kingdom
|
Newell Australia Pty. Limited
|
|
Australia
|
Newell Brands APAC Sourcing Limited
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Hong Kong
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Newell Brands APAC Treasury Limited
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Hong Kong
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Newell Brands Canada Holding ULC
|
|
Canada
|
Newell Brands Canada ULC
|
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Canada
|
Newell Brands Cayman II Ltd.
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Cayman Islands
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Newell Brands Cayman III Ltd.
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Cayman Islands
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Newell Brands Cayman Ltd.
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Cayman Islands
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Newell Brands de Argentina S.A.
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Argentina
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Newell Brands de Chile Limitada
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Chile
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Newell Brands de Colombia S.A.S.
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Colombia
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Newell Brands de Mexico, S.A. de C.V.
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Mexico
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Newell Brands de Peru, S.A.C.
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Peru
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Newell Brands HK Holdings Limited
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Hong Kong
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Newell Brands HK Sourcing Limited
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Hong Kong
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Newell Brands International I B.V.
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Netherlands
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Newell Brands International II B.V.
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Netherlands
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Newell Brands Ireland Services Designated Activity Company
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Ireland
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Newell Brands Japan G.K.
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Japan
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Newell Brands Lux Holdings S.à r.l.
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Luxembourg
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Newell Brands Lux Real Estate Holdings S.à r.l.
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Luxembourg
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Newell Europe S.à r.l.
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Switzerland
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Newell Holdings Limited
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United Kingdom
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Newell Insurance Designated Activity Company
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Ireland
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Newell International Capital SAS
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France
|
Newell International Finance Co Limited Partnership
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United Kingdom
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Newell Investments France SAS
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France
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Newell Luxembourg Finance S.à r.l.
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Luxembourg
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Newell New Zealand Limited
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New Zealand
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Newell Poland Services sp. z o.o.
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Poland
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Newell Poland sp. z o.o.
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|
Poland
|
Newell Rubbermaid (M) Sdn. Bhd
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Malaysia
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Newell Rubbermaid (Thailand) Co., Ltd.
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Thailand
|
Newell Rubbermaid Asia Pacific Limited
|
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Hong Kong
|
Newell Rubbermaid Consultancy Services (Shenzhen) Co., Ltd.
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China
|
Newell Rubbermaid Czech Republic s.r.o.
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Czech Republic
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Newell Rubbermaid German Holding GmbH
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|
Germany
|
Newell Rubbermaid Global Limited
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|
United Kingdom
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Newell Rubbermaid Global Sourcing Asia Ltd.
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Cayman Islands
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Newell Rubbermaid Holding B.V.
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|
Netherlands
|
Newell Rubbermaid Hungary Trading Ltd.
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|
Hungary
|
Newell Rubbermaid Kirtasiye Ticaret ve Sanayi Limited Sirketi
|
|
Turkey
|
Newell Rubbermaid Mexicali, S. de R.L. de C.V.
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|
Mexico
|
Newell Rubbermaid Middle East FZE
|
|
United Arab Emirates
|
Newell Rubbermaid Panama S. de R.L.
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Panama
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Newell Rubbermaid Products (Shanghai) Co., Ltd.
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|
China
|
Newell Rubbermaid Servicios de Mexico, S. de R.L. de C.V.
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|
Mexico
|
Newell Rubbermaid Sourcing Management Hong Kong LP
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|
Hong Kong
|
Newell Rubbermaid Sourcing Services Hong Kong Limited
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|
Hong Kong
|
Newell Rubbermaid Sweden AB
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|
Sweden
|
Newell Rubbermaid Trading (Shanghai) Co., Ltd.
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|
China
|
Newell Rubbermaid UK Holdings Limited
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|
U.K.
|
Newell Rubbermaid UK Limited
|
|
United Kingdom
|
Newell Rubbermaid UK Production
|
|
United Kingdom
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Newell Rubbermaid UK Services Limited
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United Kingdom
|
Newell Spain Holding, S.L.
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Spain
|
Newell Spain Services, S.L.
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Spain
|
Newell Spain, S.L.
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Spain
|
Nimex Saltillo S.A. de C.V.
|
|
Mexico
|
Northern Aqueduct I, B.V.
|
|
Netherlands
|
Northern Aqueduct II, B.V.
|
|
Netherlands
|
NR Canada Holding ULC
|
|
Canada
|
NR Capital Co.
|
|
Canada
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NR Finance Co.
|
|
Canada
|
NWL Austria GmbH
|
|
Austria
|
NWL Belgium BVBA
|
|
Belgium
|
NWL Belgium Production BVBA
|
|
Belgium
|
NWL Belgium Services BVBA
|
|
Belgium
|
NWL Brands Export Limited
|
|
U.K.
|
NWL Cayman Holdings Ltd.
|
|
Cayman Islands
|
NWL Denmark ApS
|
|
Denmark
|
NWL Denmark Services ApS
|
|
Denmark
|
NWL European Finance S.à r.l.
|
|
Luxembourg
|
NWL Finland OY
|
|
Finland
|
NWL France Production SAS
|
|
France
|
NWL France SAS
|
|
France
|
NWL France Services SAS
|
|
France
|
NWL Germany GmbH
|
|
Germany
|
NWL Germany Office Products GmbH
|
|
Germany
|
NWL Germany Production GmbH
|
|
Germany
|
NWL Germany Services GmbH
|
|
Germany
|
NWL Hamburg Services GmbH
|
|
Germany
|
NWL Italy S.r.l.
|
|
Italy
|
NWL Italy Services S.r.l.
|
|
Italy
|
NWL Luxembourg Holding S.à r.l.
|
|
Luxembourg
|
NWL Luxembourg S.à r.l.
|
|
Luxembourg
|
NWL Netherlands B.V.
|
|
Netherlands
|
NWL Netherlands Holding B.V.
|
|
Netherlands
|
NWL Netherlands Holding II B.V.
|
|
Netherlands
|
NWL Netherlands Holding III B.V.
|
|
Netherlands
|
NWL Netherlands JP Holding B.V.
|
|
Netherlands
|
NWL Netherlands Production B.V.
|
|
Netherlands
|
NWL Netherlands Services B.V.
|
|
Netherlands
|
NWL Norway A/S
|
|
Norway
|
NWL South Africa (Proprietary) Limited
|
|
South Africa
|
NWL Switzerland S.à r.l.
|
|
Switzerland
|
NWL Valence Services SAS
|
|
France
|
Oster de Venezuela Inc.
|
|
Canada
|
Oster de Venezuela, S.C.A.
|
|
Venezuela
|
Oster Electrodomesticos Iberica, S.L.U.
|
|
Spain
|
Oster GmbH
|
|
Germany
|
Oster of Canada ULC
|
|
Canada
|
Oster VZ Holdings Inc.
|
|
Canada
|
Parker Pen (Shanghai) Limited
|
|
China
|
Parker Pen Products
|
|
United Kingdom
|
Personi Industries K.K.
|
|
Japan
|
Polyhedron Holdings Limited
|
|
United Kingdom
|
Prodox, S.A. de C.V.
|
|
Mexico
|
Pulse Home Products (Holdings) Limited
|
|
United Kingdom
|
Pure Fishing (Thailand) Co., Ltd.
|
|
Thailand
|
Pure Fishing Asia Co., Ltd.
|
|
Taiwan
|
Pure Fishing Spirit Holdings B.V.
|
|
Netherlands
|
Raider Motor Corporation
|
|
Bahamas
|
Repuestos Electronicos, S.A.
|
|
Mexico
|
Reynolds Pen International
|
|
France
|
Reynolds Pens India Private Limited
|
|
India
|
Rival de Mexico, S.A. de C.V.
|
|
Mexico
|
Rubbermaid Ireland Limited
|
|
Ireland
|
Rubbermaid Portugal, Lda.
|
|
Portugal
|
Sanford Brands Venezuela, Inc.
|
|
Canada
|
Sanford Hellas EPE
|
|
Greece
|
Sanford OOO
|
|
Russia
|
Sanford Rotring (GB) Limited
|
|
United Kingdom
|
Servicios Sunbeam-Coleman de Mexico, S.A. de C.V.
|
|
Mexico
|
Shakespeare Europe B.V.
|
|
Netherlands
|
Shanghai Spontex Trading Company Limited
|
|
China
|
Shenzhen CICAM Manufacturing Co. Limited
|
|
China
|
Sistema Plastics Australia Limited
|
|
New Zealand
|
Sistema Plastics Limited
|
|
New Zealand
|
Sistema Plastics UK Limited
|
|
New Zealand
|
Sistema Plastiques France Limited
|
|
New Zealand
|
Sobral Invicta S.A.
|
|
Brazil
|
Söke Handels GmbH
|
|
Austria
|
Söke-Hungaria Kft
|
|
Hungary
|
Spontex S.A.S
|
|
France
|
Summit Holding GmbH
|
|
Germany
|
Summit Holdings Europe Ltd.
|
|
Cayman Islands
|
Summit Worldwide Company
|
|
Cayman Islands
|
Sunbeam ANZ Holdings Pty Ltd
|
|
Australia
|
Sunbeam Corporation (Canada) Limited
|
|
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 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
|
Taiwan Aprica Inc.
|
|
Taiwan
|
The Wallingford Insurance Company Limited
|
|
Bermuda
|
True Temper Venezuela, S.A.
|
|
Venezuela
|
Tube Turns de España, S.A.
|
|
Spain
|
USPC Mexico, S.A. de C.V.
|
|
Mexico
|
Vine Mill Limited
|
|
UK
|
Virumetal S.A.
|
|
Uruguay
|
viskovita GmbH
|
|
Germany
|
Waverly Products Company Limited
|
|
Jamaica
|
Yankee Candle Canada Inc.
|
|
Canada
|
Yankee Candle Company (Europe) Limited
|
|
UK
|
Yankee Candle Deutschland GmbH
|
|
Germany
|
Yankee Candle France
|
|
France
|
Yankee Candle s.r.o.
|
|
Czech Republic
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 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/ Ravichandra K. Saligram
|
|
Ravichandra K. Saligram
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 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/ Christopher H. Peterson
|
|
Christopher H. Peterson
|
|
Chief Financial Officer & President, Business Operations
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Ravichandra K. Saligram
|
|
Ravichandra K. Saligram
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Christopher H. Peterson
|
|
Christopher H. Peterson
|
|
Chief Financial Officer & President, Business Operations
|