DELAWARE
(State or other jurisdiction of incorporation or organization) |
36-3514169
(I.R.S. Employer Identification No.) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions, except per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
1,586.1
$
1,436.6
$
4,562.8
$
4,134.2
1,050.9
974.2
3,032.5
2,856.3
535.2
462.4
1,530.3
1,277.9
334.9
273.0
990.3
810.4
(25.2
)
6.2
22.1
14.6
50.3
21.4
178.2
200.0
489.7
439.9
32.9
34.3
102.2
96.2
3.4
(1.1
)
7.7
(0.7
)
36.3
33.2
109.9
95.5
141.9
166.8
379.8
344.4
29.2
30.2
1.4
23.4
112.7
136.6
378.4
321.0
(4.2
)
(65.1
)
(95.6
)
(146.7
)
$
108.5
$
71.5
$
282.8
$
174.3
274.6
274.4
274.6
274.4
275.6
283.3
283.6
274.8
$
0.41
$
0.50
$
1.38
$
1.17
(0.02
)
(0.24
)
(0.35
)
(0.53
)
$
0.39
$
0.26
$
1.03
$
0.64
$
0.41
$
0.49
$
1.37
$
1.17
(0.02
)
(0.23
)
(0.34
)
(0.53
)
$
0.39
$
0.27
$
1.03
$
0.63
$
0.21
$
0.21
$
0.63
$
0.63
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)
September 30,
December 31,
2006
2005
$
137.4
$
115.5
1,079.5
1,107.7
946.0
793.8
117.4
109.8
136.2
103.2
287.7
242.7
2,704.2
2,472.7
763.6
854.0
37.7
2,412.1
2,304.4
437.9
401.7
195.3
185.2
190.4
$
6,513.1
$
6,446.1
CONSOLIDATED BALANCE SHEETS (Unaudited) (CONTINUED)
(Amounts in millions, except par value)
September 30,
December 31,
2006
2005
$
605.4
$
590.5
155.0
142.6
661.0
677.7
68.9
82.6
21.5
4.0
405.9
162.8
129.8
137.2
2,047.5
1,797.4
2,028.8
2,429.7
31.8
582.9
566.6
9.2
290.7
290.2
(411.6
)
(411.6
)
488.3
453.0
1,646.5
1,538.3
(191.8
)
(226.7
)
1,822.1
1,643.2
$
6,513.1
$
6,446.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)
$
34.6
21.7
608.7
118.9
0.9
$
784.8
$
36.4
44.8
3.5
$
84.7
Three Months Ended
Nine Months Ended
September 30, 2005
September 30, 2005
$
1,492.2
$
4,304.0
$
139.2
$
333.1
$
74.1
$
186.4
$
0.51
$
1.21
$
0.27
$
0.68
$
0.50
$
1.21
$
0.27
$
0.68
$
50.3
(32.2
)
$
18.1
$
24.6
21.4
(28.8
)
$
17.2
September 30,
December 31,
2006
2005
$
196.3
$
159.7
167.6
169.0
582.1
465.1
$
946.0
$
793.8
September 30,
December 31,
2006
2005
$
1,475.0
$
1,475.0
56.0
202.0
448.0
450.0
436.7
436.7
14.7
24.8
4.3
4.0
2,434.7
2,592.5
(405.9
)
(162.8
)
$
2,028.8
$
2,429.7
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
112.7
$
136.6
$
378.4
$
321.0
(4.2
)
(65.1
)
(95.6
)
(146.7
)
$
108.5
$
71.5
$
282.8
$
174.3
$
112.7
$
136.6
$
378.4
$
321.0
3.6
10.7
112.7
140.2
389.1
321.0
(4.2
)
(65.1
)
(95.6
)
(146.7
)
$
108.5
$
75.1
$
293.5
$
174.3
274.6
274.4
274.6
274.4
1.0
0.6
0.7
0.4
8.3
8.3
275.6
283.3
283.6
274.8
$
0.41
$
0.50
$
1.38
$
1.17
(0.02
)
(0.24
)
(0.35
)
(0.53
)
$
0.39
$
0.26
$
1.03
$
0.64
$
0.41
$
0.49
$
1.37
$
1.17
(0.02
)
(0.23
)
(0.34
)
(0.53
)
$
0.39
$
0.27
$
1.03
$
0.63
(1)
(2)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
4.6
$
$
13.0
$
4.7
1.7
11.7
4.6
$
9.3
$
1.7
$
24.7
$
4.6
$
6.5
$
1.2
$
17.1
$
3.3
Three Months Ended
Nine Months Ended
September 30, 2005
September 30, 2005
$
71.5
$
174.3
(2.5
)
(8.1
)
$
69.0
$
166.2
$
0.26
$
0.64
$
0.25
$
0.61
$
0.27
$
0.63
$
0.26
$
0.60
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
7
$
7
$
7
$
6
5.0
%
3.9
%
4.6
%
3.9
%
3.0
%
3.0
%
3.0
%
3.0
%
33
%
33
%
33
%
33
%
6.5
6.5
6.5
6.5
Unrecognized
Weighted Average
Compensation
Period of Expense
Cost
Recognition (in months)
$
43.7
30
32.3
14
$
76.0
Segment
Description of Products
Material handling, cleaning, refuse, indoor/outdoor
organization, home storage, food storage
Drapery hardware, window treatments
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
401.1
$
375.8
$
1,137.5
$
1,041.2
517.5
427.8
1,487.4
1,256.1
324.4
318.9
930.0
910.8
118.2
115.1
341.4
327.8
224.9
199.0
666.5
598.3
$
1,586.1
$
1,436.6
$
4,562.8
$
4,134.2
$
50.2
$
51.1
$
114.4
$
86.7
75.7
59.9
207.9
192.3
46.2
46.3
133.1
122.3
17.6
16.8
49.1
27.1
28.9
25.4
91.4
68.4
(18.3
)
(10.1
)
(55.9
)
(29.3
)
25.2
(6.2
)
(22.1
)
(14.6
)
(50.3
)
(21.4
)
$
178.2
$
200.0
$
489.7
$
439.9
September 30,
December 31,
Identifiable Assets
2006
2005
$
709.3
$
737.4
1,244.7
1,020.0
741.2
735.1
154.0
179.6
285.6
283.6
3,090.6
3,057.3
287.7
433.1
$
6,513.1
$
6,446.1
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
$
1,183.4
$
1,093.1
$
3,415.1
$
3,130.2
104.0
96.4
287.4
255.2
1,287.4
1,189.5
3,702.5
3,385.4
188.0
146.9
557.6
474.1
64.1
60.6
170.7
161.1
46.6
39.6
132.0
113.6
$
1,586.1
$
1,436.6
$
4,562.8
$
4,134.2
$
147.9
$
165.3
$
381.7
$
347.5
22.3
21.0
58.7
49.1
170.2
186.3
440.4
396.6
(10.7
)
3.4
11.3
10.2
5.2
3.3
7.6
12.6
13.5
7.0
30.4
20.5
$
178.2
$
200.0
$
489.7
$
439.9
1)
2)
3)
4)
5)
6)
Corporate assets primarily include goodwill, trade names and deferred tax assets.
7)
Three Months Ended September 30,
Nine Months Ended September 30,
2006
2005
2006
2005
$
1,586.1
100.0
%
$
1,436.6
100.0
%
$
4,562.8
100.0
%
$
4,134.2
100.0
%
1,050.9
66.3
974.2
67.8
3,032.5
66.5
2,856.3
69.1
535.2
33.7
462.4
32.2
1,530.3
33.5
1,277.9
30.9
334.9
21.1
273.0
19.0
990.3
21.7
810.4
19.6
(25.2
)
(1.8
)
6.2
0.1
22.1
1.4
14.6
1.0
50.3
1.1
21.4
0.5
178.2
11.2
200.0
13.9
489.7
10.7
439.9
10.6
32.9
2.1
34.3
2.4
102.2
2.2
96.2
2.3
3.4
0.2
(1.1
)
(0.1
)
7.7
0.2
(0.7
)
36.3
2.3
33.2
2.3
109.9
2.4
95.5
2.3
141.9
8.9
166.8
11.6
379.8
8.3
344.4
8.3
29.2
1.8
30.2
2.1
1.4
23.4
0.6
112.7
7.1
136.6
9.5
378.4
8.3
321.0
7.8
(4.2
)
(0.3
)
(65.1
)
(4.5
)
(95.6
)
(2.1
)
(146.7
)
(3.5
)
$
108.5
6.8
%
$
71.5
5.0
%
$
282.8
6.2
%
$
174.3
4.2
%
2006
2005
% Change
$
401.1
$
375.8
6.7
%
517.5
427.8
21.0
324.4
318.9
1.7
118.2
115.1
2.7
224.9
199.0
13.0
$
1,586.1
$
1,436.6
10.4
%
2006
2005
% Change
$
50.2
$
51.1
(1.8
)%
75.7
59.9
26.4
46.2
46.3
(0.2
)
17.6
16.8
4.8
28.9
25.4
13.8
(18.3
)
(10.1
)
(81.2
)
25.2
(22.1
)
(14.6
)
(51.4
)
$
178.2
$
200.0
(10.9
)%
(1)
(2)
(3)
(4)
(5)
2006
2005
% Change
$
1,137.5
$
1,041.2
9.2
%
1,487.4
1,256.1
18.4
930.0
910.8
2.1
341.4
327.8
4.1
666.5
598.3
11.4
$
4,562.8
$
4,134.2
10.4
%
2006
2005
% Change
$
114.4
$
86.7
31.9
%
207.9
192.3
8.1
133.1
122.3
8.8
49.1
27.1
81.2
91.4
68.4
33.6
(55.9
)
(29.3
)
(90.8
)
(6.2
)
NMF
(50.3
)
(21.4
)
(135.0
)
$
489.7
$
439.9
11.3
%
(1)
(2)
(3)
(4)
(5)
2006
2005
$
404.3
$
451.3
(88.2
)
(75.8
)
(296.0
)
(387.4
)
1.8
(8.2
)
$
21.9
$
(20.1
)
2006
2005
Nine
Nine
Month
September 30,
Month
September 30,
Confidence
Average
2006
Average
2005
Level
$
8.2
$
7.8
$
10.0
$
9.2
95
%
$
5.5
$
5.3
$
2.3
$
2.6
95
%
36
4.3
4.7
10.1
12
31.1
31.2
32.1
32.2
99.1
NEWELL RUBBERMAID INC.
Registrant
Date: November 6, 2006
/s/ J. Patrick Robinson
J. Patrick Robinson
Chief Financial Officer
STOCK CERTIFICATE CUSIP: 651229 10 6 |
. NEWELL RUBBERMAID INC. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NEWELL RUBBERMAID INC. AND FIRST CHICAGO TRUST COMPANY OF NEW YORK DATED AS OF AUGUST 6, 1998, AS AMENDED BETWEEN NEWELL RUBBERMAID INC. AND THE BANK OF NEW YORK DATED AS OF SEPTEMBER 29, 2003, AND AS FURTHER AMENDED BETWEEN NEWELL RUBBERMAID INC. AND COMPUTERSHARE INVESTOR SERVICES, LLC DATED AS OF AUGUST 22, 2006, AND AS MAY BE FURTHER AMENDED AND MODIFIED FROM TIME TO TIME (THE RIGHTS AGREEMENT), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF NEWELL RUBBERMAID INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, MAY EXPIRE OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. NEWELL RUBBERMAID INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO, OR HELD BY, AN ACQUIRING PERSON OR ASSOCIATES OR AFFILIATES OF AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) TEN ENT as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN as joint tenants with right of survivorship UNIF TRF MIN ACT Custodian (until age. . . ) and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: 20Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. |
1. | Section 5.3 of the Plan is hereby amended to read in its entirety as follows: |
5.3 | Adjustment . |
In the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of the Company or any similar corporate transaction, the Board shall make such adjustments as are necessary and appropriate in order to preserve the benefits or intended benefits of the Plan and Awards granted under the Plan. Such adjustments may include: (a) adjustment in the number and kind of shares reserved for issuance under the Plan; (b) adjustment in the number and kind of shares covered by outstanding Awards; (c) adjustment in the exercise price of outstanding Stock Options or Stock Appreciation Rights, or the price of other Awards under the Plan; (d) adjustments to any of the share limitations set forth in Section 5.2 of the Plan; and (e) any other changes that the Board determines to be equitable under the circumstances. |
NEWELL RUBBERMAID INC.
|
||||
By: |
/s/ Dale L. Matschullat
|
|||
Title: Vice President -- General Counsel and Corporate Secretary | ||||
Three Months Ended | Nine months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Earnings available for fixed charges:
|
||||||||||||||||
|
||||||||||||||||
Income before income taxes
|
$ | 141.9 | $ | 166.8 | $ | 379.8 | $ | 344.4 | ||||||||
|
||||||||||||||||
Fixed charges:
|
||||||||||||||||
|
||||||||||||||||
Interest expense
|
39.8 | 37.3 | 119.1 | 104.9 | ||||||||||||
|
||||||||||||||||
Portion of rent determined to be interest (1)
|
6.9 | 9.1 | 20.2 | 26.0 | ||||||||||||
|
||||||||||||||||
Equity earnings
|
(0.2 | ) | (0.2 | ) | (0.7 | ) | (0.7 | ) | ||||||||
|
$ | 188.4 | $ | 213.0 | $ | 518.4 | $ | 474.6 | ||||||||
|
||||||||||||||||
Fixed charges:
|
||||||||||||||||
|
||||||||||||||||
Interest expense
|
$ | 39.8 | $ | 37.3 | $ | 119.1 | $ | 104.9 | ||||||||
|
||||||||||||||||
Portion of rent determined to be interest (1)
|
6.9 | 9.1 | 20.2 | 26.0 | ||||||||||||
|
$ | 46.7 | $ | 46.4 | $ | 139.3 | $ | 130.9 | ||||||||
|
||||||||||||||||
Ratio of earnings to fixed charges
|
4.03 | 4.59 | 3.72 | 3.63 | ||||||||||||
(1) |
A standard ratio of 33% was applied to gross rent expense to approximate the interest portion
of short-term and long-term leases.
|
1. |
I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2006 of
Newell Rubbermaid Inc.;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
|
4. |
The registrants 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
|
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants 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 registrants internal control over financial
reporting.
|
/s/ Mark D. Ketchum | ||||
Mark D. Ketchum | ||||
Chief Executive Officer | ||||
I, J. Patrick Robinson, certify that:
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1. |
I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2006 of
Newell Rubbermaid Inc.;
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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;
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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;
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4. |
The registrants 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:
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(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;
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(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;
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(c) |
Evaluated the effectiveness of the registrants 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
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(d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
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5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
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(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 registrants ability to record, process, summarize and report financial
information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
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/s/ J. Patrick Robinson | ||||
J. Patrick Robinson | ||||
Chief Financial Officer | ||||