e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended September 30, 2007
Commission File Number 1-9608
NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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36-3514169 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
10B Glenlake Parkway, Suite 300
Atlanta, Georgia 30328
(Address of principal executive offices)
(Zip Code)
(770) 407-3800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Number of shares of common stock outstanding (net of treasury shares) as of September 30, 2007:
279.3 million.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts in millions, except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2007 |
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2006 |
|
2007 |
|
2006 |
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Net sales |
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$ |
1,687.3 |
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$ |
1,586.1 |
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$ |
4,764.8 |
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$ |
4,562.8 |
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Cost of products sold |
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1,086.3 |
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1,050.9 |
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3,083.5 |
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3,032.5 |
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GROSS MARGIN |
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601.0 |
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535.2 |
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1,681.3 |
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1,530.3 |
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Selling, general and administrative expenses |
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364.5 |
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334.9 |
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1,060.2 |
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990.3 |
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Restructuring costs |
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22.7 |
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22.1 |
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53.7 |
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50.3 |
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OPERATING INCOME |
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213.8 |
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178.2 |
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567.4 |
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489.7 |
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Nonoperating expenses: |
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Interest expense, net |
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28.0 |
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32.9 |
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82.9 |
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102.2 |
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Other expense, net |
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2.1 |
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3.4 |
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4.4 |
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7.7 |
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Net nonoperating expenses |
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30.1 |
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36.3 |
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87.3 |
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109.9 |
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INCOME BEFORE INCOME TAXES |
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183.7 |
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141.9 |
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480.1 |
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379.8 |
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Income taxes |
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13.8 |
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29.2 |
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101.9 |
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1.4 |
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INCOME FROM CONTINUING OPERATIONS |
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169.9 |
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112.7 |
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378.2 |
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378.4 |
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Gain (loss) from discontinued operations, net of tax |
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0.3 |
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(4.2 |
) |
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(16.5 |
) |
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(95.6 |
) |
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NET INCOME |
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$ |
170.2 |
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$ |
108.5 |
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$ |
361.7 |
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$ |
282.8 |
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Weighted average shares outstanding: |
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Basic |
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276.0 |
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274.6 |
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276.0 |
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274.6 |
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Diluted |
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286.1 |
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275.6 |
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286.1 |
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283.6 |
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Earnings (loss) per share: |
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Basic |
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Income from continuing operations |
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$ |
0.62 |
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$ |
0.41 |
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$ |
1.37 |
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$ |
1.38 |
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Loss from discontinued operations |
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(0.02 |
) |
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(0.06 |
) |
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(0.35 |
) |
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Earnings per common share |
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$ |
0.62 |
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$ |
0.39 |
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$ |
1.31 |
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$ |
1.03 |
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Diluted |
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Income from continuing operations |
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$ |
0.61 |
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$ |
0.41 |
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$ |
1.36 |
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$ |
1.37 |
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Loss from discontinued operations |
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(0.02 |
) |
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(0.06 |
) |
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(0.34 |
) |
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Earnings per common share |
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$ |
0.61 |
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$ |
0.39 |
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$ |
1.30 |
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$ |
1.03 |
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Dividends per share |
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$ |
0.21 |
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$ |
0.21 |
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$ |
0.63 |
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$ |
0.63 |
|
See Footnotes to Condensed Consolidated Financial Statements (Unaudited).
2
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)
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September 30, |
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December 31, |
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2007 |
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2006 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
169.5 |
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$ |
201.0 |
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Accounts receivable, net |
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1,127.1 |
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1,113.6 |
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Inventories, net |
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1,000.1 |
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850.6 |
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Deferred income taxes |
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104.2 |
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110.1 |
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Prepaid expenses and other |
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169.1 |
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133.5 |
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Current assets of discontinued operations |
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68.1 |
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TOTAL CURRENT ASSETS |
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2,570.0 |
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2,476.9 |
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PROPERTY, PLANT AND EQUIPMENT, NET |
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697.4 |
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746.9 |
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GOODWILL |
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2,585.8 |
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2,435.7 |
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OTHER INTANGIBLE ASSETS, NET |
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499.4 |
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458.8 |
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OTHER ASSETS |
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238.4 |
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192.2 |
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TOTAL ASSETS |
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$ |
6,591.0 |
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$ |
6,310.5 |
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See Footnotes to Condensed Consolidated Financial Statements (Unaudited).
3
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (CONTINUED)
(Amounts in millions, except par value)
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September 30, |
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December 31, |
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2007 |
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2006 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
619.2 |
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$ |
549.9 |
|
Accrued compensation |
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|
157.6 |
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177.9 |
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Other accrued liabilities |
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724.7 |
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710.9 |
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Income taxes payable |
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2.1 |
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|
144.3 |
|
Notes payable |
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20.5 |
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23.9 |
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Current portion of long-term debt |
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775.2 |
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253.6 |
|
Current liabilities of discontinued operations |
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36.1 |
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TOTAL CURRENT LIABILITIES |
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2,299.3 |
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1,896.6 |
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LONG-TERM DEBT |
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1,331.8 |
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1,972.3 |
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OTHER NONCURRENT LIABILITIES |
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796.3 |
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551.4 |
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STOCKHOLDERS EQUITY: |
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Common stock, authorized shares, 800.0 at $1.00 par value |
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292.4 |
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291.0 |
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Outstanding shares: |
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2007 292.4 |
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2006 291.0 |
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Treasury stock, at cost; |
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(415.0 |
) |
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(411.6 |
) |
Shares held: |
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2007 15.8 |
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2006 15.7 |
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Additional paid-in capital |
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|
556.2 |
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|
505.0 |
|
Retained earnings |
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|
1,876.1 |
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|
1,690.4 |
|
Accumulated other comprehensive loss |
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|
(146.1 |
) |
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(184.6 |
) |
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TOTAL STOCKHOLDERS EQUITY |
|
|
2,163.6 |
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|
1,890.2 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
6,591.0 |
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|
$ |
6,310.5 |
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|
See Footnotes to Condensed Consolidated Financial Statements (Unaudited).
4
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)
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Nine Months Ended September 30, |
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2007 |
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2006 |
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OPERATING ACTIVITIES: |
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Net income |
|
$ |
361.7 |
|
|
$ |
282.8 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
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|
|
|
|
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Depreciation and amortization |
|
|
134.4 |
|
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|
147.1 |
|
Deferred income taxes |
|
|
64.4 |
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|
18.1 |
|
Non-cash impairment charges |
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|
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|
50.9 |
|
Non-cash restructuring costs |
|
|
10.1 |
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|
32.5 |
|
Gain on sale of assets |
|
|
(0.8 |
) |
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|
(5.1 |
) |
Stock-based compensation expense |
|
|
27.9 |
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|
24.7 |
|
Loss on disposal of discontinued operations |
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|
16.3 |
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|
11.9 |
|
Non-cash income tax benefits |
|
|
(41.3 |
) |
|
|
(115.8 |
) |
Other |
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|
(2.9 |
) |
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|
(10.0 |
) |
Changes in operating assets and liabilities, excluding the effects of acquisitions: |
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|
|
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Accounts receivable |
|
|
23.9 |
|
|
|
48.7 |
|
Inventories |
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|
(119.1 |
) |
|
|
(135.8 |
) |
Accounts payable |
|
|
59.0 |
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|
7.5 |
|
Accrued liabilities and other |
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|
(77.4 |
) |
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|
31.6 |
|
Discontinued operations |
|
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|
15.2 |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
456.2 |
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|
404.3 |
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INVESTING ACTIVITIES: |
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Acquisitions, net of acquired cash |
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|
(101.5 |
) |
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|
(42.4 |
) |
Capital expenditures |
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|
(110.0 |
) |
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|
(94.1 |
) |
Disposals of noncurrent assets and sale of businesses |
|
|
(3.1 |
) |
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|
48.3 |
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NET CASH USED IN INVESTING ACTIVITIES |
|
|
(214.6 |
) |
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|
(88.2 |
) |
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FINANCING ACTIVITIES: |
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|
|
|
|
Proceeds from issuance of debt |
|
|
354.9 |
|
|
|
170.3 |
|
Payments on notes payable and debt |
|
|
(474.3 |
) |
|
|
(300.6 |
) |
Cash dividends paid |
|
|
(176.0 |
) |
|
|
(174.6 |
) |
Proceeds from exercised stock options and other |
|
|
18.0 |
|
|
|
8.9 |
|
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|
|
NET CASH USED IN FINANCING ACTIVITIES |
|
|
(277.4 |
) |
|
|
(296.0 |
) |
|
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|
|
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|
|
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|
Currency rate effect on cash and cash equivalents |
|
|
4.3 |
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|
|
1.8 |
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|
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(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
(31.5 |
) |
|
|
21.9 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
201.0 |
|
|
|
115.5 |
|
|
|
|
|
|
|
|
|
|
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|
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
169.5 |
|
|
$ |
137.4 |
|
|
|
|
See Footnotes to Condensed Consolidated Financial Statements (Unaudited).
5
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
FOOTNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Footnote 1 Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of Newell Rubbermaid Inc.
(collectively with its subsidiaries, the Company) have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission and do not include all the information and
footnotes required by generally accepted accounting principles in the United States of America for
complete financial statements. In the opinion of management, the unaudited condensed consolidated
financial statements include all adjustments (consisting of a normal recurring nature) considered
necessary for a fair presentation of the financial position and the results of operations. It is
suggested that these unaudited condensed consolidated financial statements be read in conjunction
with the financial statements and the footnotes thereto included in the Companys latest Annual
Report on Form 10-K.
Seasonal Variations: The Companys sales and operating income in the first quarter are generally
lower than any other quarter during the year, driven principally by reduced volume and the mix of
products sold in that quarter.
Reclassifications: Certain amounts in prior periods have been reclassified to conform to the
current year presentation and to reflect the results of discontinued operations. See Footnote 2 for
a discussion of discontinued operations.
Footnote 2 Discontinued Operations
The following table summarizes the results of the discontinued operations for the three and nine
months ended September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Net sales |
|
$ |
|
|
|
$ |
133.4 |
|
|
$ |
3.6 |
|
|
$ |
417.3 |
|
|
|
|
Income (loss) from operations of discontinued
operations, net of income tax expense of $ million
for both the three and nine months ended September
30, 2007, and $5.5 million and $2.1 million for the
three and nine months ended September 30, 2006,
respectively |
|
$ |
|
|
|
$ |
4.8 |
|
|
$ |
(0.2 |
) |
|
$ |
(83.7 |
) |
Gain (loss) on disposal of discontinued operations,
net of income tax expense of $0.1 million and income tax
benefit of $3.8 million for the three and nine months ended
September 30, 2007, respectively, and income tax
benefit of $ million and $0.4 million for the three and nine months
ended September 30, 2006, respectively |
|
|
0.3 |
|
|
|
(9.0 |
) |
|
|
(16.3 |
) |
|
|
(11.9 |
) |
|
|
|
Gain (loss) from discontinued operations, net of tax |
|
$ |
0.3 |
|
|
$ |
(4.2 |
) |
|
$ |
(16.5 |
) |
|
$ |
(95.6 |
) |
|
|
|
No amounts related to interest expense have been allocated to discontinued operations.
Home Décor Europe
The Home Décor Europe business designed, manufactured and sold drapery hardware and window
treatments in Europe under Gardinia® and other local brands and was previously classified in the
Companys former Home Fashions segment.
In the first quarter of 2006, as a result of a revised corporate strategy and an initiative to
improve the Companys portfolio of businesses to focus on those that are best aligned with the
Companys strategies of differentiated products, best cost and consumer branding, the Company began
exploring various options for its Home Décor Europe business. Those options included marketing the
business for potential sale. As a result of this effort, the Company received a preliminary offer
from a potential buyer which gave the Company a better indication of the businesss fair value.
Based on this offer, the Company determined that the business had a net book value in excess of its
fair value. Due to the apparent decline in value, the Company conducted an impairment test and
recorded a $50.9 million impairment charge in the first quarter of 2006. This charge, as well as
the operations of this business during the first three quarters of 2006, is included in the loss
from operations of discontinued operations in the table above for the three and nine months ended
September 30, 2006.
In September 2006, the Company entered into an agreement for the intended sale of portions of the
Home Décor Europe business to a global manufacturer and marketer of window treatments and
furnishings. The Central and Eastern European, Nordic and Portuguese operations of this business
were sold on December 1, 2006. The sale of the operations in Poland and the Ukraine closed on
February 1, 2007.
6
In October 2006, the Company received a binding offer for the intended sale of the Southern
European region of the Home Décor Europe business to another party. The sale of operations in
France and Spain closed on January 1, 2007 and in Italy on January 31, 2007. The divestiture of
Home Décor Europe is now complete.
In connection with these transactions, the Company recorded a loss of $7.0 million and $4.3
million, net of tax, in the third and fourth quarter of 2006, respectively. In the three and nine
months ended September 30, 2007, the Company recorded a loss of $- million and $14.6 million, net
of tax, respectively, to complete the divestiture of Home Décor Europe. The net loss for the three
and nine months ended September 30, 2007 is reported in the table above as part of the loss on
disposal of discontinued operations. The remainder of the loss on disposal of discontinued
operations, approximately $1.7 million, net of tax, in the nine months ended September 30, 2007
relates to contingencies associated with other prior divestitures.
Little Tikes
In September 2006, the Company entered into an agreement for the intended sale of its Little Tikes
business unit to a global family and childrens entertainment company. Little Tikes is a global
marketer and manufacturer of childrens toys and furniture for consumers. The transaction closed in
the fourth quarter of 2006, resulting in a gain of $16.0 million, net of tax, in 2006. This
business was previously included in the Companys Home & Family segment. The operations of the
business for the three and nine months ended September 30, 2006 are included in loss from
operations of discontinued operations in the table above.
European Cookware
In October 2005, the Company entered into an agreement for the intended sale of its European
Cookware business. The Company completed this divestiture on January 1, 2006. This business
included the brands Pyrex® (used under exclusive license from Corning Incorporated and its
subsidiaries in Europe, the Middle East and Africa only) and Vitri® and was previously included in
the Companys Home & Family segment. In the first quarter of 2006, the Company recorded an
additional net loss of $1.6 million upon completion of the sale. The additional net loss is
reported in the table above as loss on disposal of discontinued operations.
Footnote 3 Restructuring Costs
In the third quarter of 2005, the Company announced a global initiative referred to as Project
Acceleration aimed at strengthening and transforming the Companys portfolio. In connection with
Project Acceleration, the Board of Directors of the Company approved a restructuring plan (the
Plan) that commenced in the fourth quarter of 2005. The Plan is designed to reduce manufacturing
overhead to achieve best cost positions and to allow the Company to increase investment in new
product development, brand building and marketing. Project Acceleration includes the anticipated
closures of approximately one-third of the Companys 64 manufacturing facilities (as of December
31, 2005, adjusted for the divestiture of Little Tikes and Home Décor Europe), thereby optimizing
the Companys geographic manufacturing footprint. Since the Plans inception, the Company has
announced the closure of 15 manufacturing facilities and approximately eight additional facilities
remain to be closed. Through September 30, 2007, the Company has recorded $171.4 million of costs
related to Project Acceleration. The Plan is expected to result in cumulative restructuring costs
of approximately $375 million to $400 million ($315 million $340 million after tax), with
between $75 million and $95 million ($60 million $80 million after tax) to be incurred in 2007.
Approximately 60% of the costs are expected to be cash costs over the life of the initiative.
Annualized savings are projected to exceed $150 million upon completion of the project with an
approximately $60 million benefit projected in each of 2007 and 2008, and the remaining benefit in
2009.
The table below shows the restructuring costs recognized for restructuring activities for the three
and nine months ended September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Facility and other exit costs |
|
$ |
5.7 |
|
|
$ |
5.7 |
|
|
$ |
14.1 |
|
|
$ |
17.4 |
|
Employee severance and termination benefits |
|
|
4.0 |
|
|
|
15.2 |
|
|
|
23.8 |
|
|
|
29.7 |
|
Exited contractual commitments and other |
|
|
13.0 |
|
|
|
1.2 |
|
|
|
15.8 |
|
|
|
3.2 |
|
|
|
|
|
|
$ |
22.7 |
|
|
$ |
22.1 |
|
|
$ |
53.7 |
|
|
$ |
50.3 |
|
|
|
|
Restructuring provisions were determined based on estimates prepared at the time the restructuring
actions were approved by management and are periodically updated for changes, and also include
amounts recognized as incurred. A summary of the Companys restructuring plan liabilities as of
September 30, 2007 and 2006, respectively, is as follows (in millions):
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/06 |
|
|
|
|
|
Costs |
|
9/30/07 |
|
|
Balance |
|
Provision |
|
Incurred |
|
Balance |
|
|
|
Facility and other exit costs |
|
$ |
|
|
|
$ |
14.1 |
|
|
$ |
(13.5 |
) |
|
$ |
0.6 |
|
Employee severance and termination benefits |
|
|
28.9 |
|
|
|
23.8 |
|
|
|
(29.9 |
) |
|
|
22.8 |
|
Exited contractual commitments and other |
|
|
2.0 |
|
|
|
15.8 |
|
|
|
(2.7 |
) |
|
|
15.1 |
|
|
|
|
|
|
$ |
30.9 |
|
|
$ |
53.7 |
|
|
$ |
(46.1 |
) |
|
$ |
38.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/05 |
|
|
|
|
|
Costs |
|
9/30/06 |
|
|
Balance |
|
Provision |
|
Incurred |
|
Balance |
|
|
|
Facility and other exit costs |
|
$ |
|
|
|
$ |
17.4 |
|
|
$ |
(17.4 |
) |
|
$ |
|
|
Employee severance and termination benefits |
|
|
|
|
|
|
29.7 |
|
|
|
(12.1 |
) |
|
|
17.6 |
|
Exited contractual commitments and other |
|
|
|
|
|
|
3.2 |
|
|
|
(2.7 |
) |
|
|
0.5 |
|
|
|
|
|
|
$ |
|
|
|
$ |
50.3 |
|
|
$ |
(32.2 |
) |
|
$ |
18.1 |
|
|
|
|
Costs incurred include cash payments and the impairment of assets associated with vacated
facilities included in facility and other exit costs.
The following table depicts the changes in accrued restructuring reserves for the Plan for the nine
months ended September 30, 2007 and 2006, respectively, aggregated by reportable business segment
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/06 |
|
|
|
|
|
Costs |
|
9/30/07 |
Segment |
|
Balance |
|
Provision |
|
Incurred |
|
Balance |
|
Cleaning, Organization & Décor |
|
$ |
4.4 |
|
|
$ |
3.6 |
|
|
$ |
(6.4 |
) |
|
$ |
1.6 |
|
Office Products |
|
|
25.4 |
|
|
|
22.7 |
|
|
|
(26.5 |
) |
|
|
21.6 |
|
Tools & Hardware |
|
|
0.4 |
|
|
|
23.3 |
|
|
|
(9.3 |
) |
|
|
14.4 |
|
Other (Home & Family) |
|
|
0.3 |
|
|
|
1.1 |
|
|
|
(1.4 |
) |
|
|
|
|
Corporate |
|
|
0.4 |
|
|
|
3.0 |
|
|
|
(2.5 |
) |
|
|
0.9 |
|
|
|
|
|
|
$ |
30.9 |
|
|
$ |
53.7 |
|
|
$ |
(46.1 |
) |
|
$ |
38.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/05 |
|
|
|
|
|
Costs |
|
9/30/06 |
Segment |
|
Balance |
|
Provision |
|
Incurred |
|
Balance |
|
Cleaning, Organization & Décor |
|
$ |
|
|
|
$ |
21.6 |
|
|
$ |
(18.2 |
) |
|
$ |
3.4 |
|
Office Products |
|
|
|
|
|
|
25.2 |
|
|
|
(11.8 |
) |
|
|
13.4 |
|
Tools & Hardware |
|
|
|
|
|
|
3.7 |
|
|
|
(3.0 |
) |
|
|
0.7 |
|
Other (Home & Family) |
|
|
|
|
|
|
(0.7 |
) |
|
|
1.3 |
|
|
|
0.6 |
|
Corporate |
|
|
|
|
|
|
0.5 |
|
|
|
(0.5 |
) |
|
|
0.0 |
|
|
|
|
|
|
$ |
|
|
|
$ |
50.3 |
|
|
$ |
(32.2 |
) |
|
$ |
18.1 |
|
|
|
|
Cash paid for restructuring activities was $9.5 million and $37.8 million for the three and nine
months ended September 30, 2007, respectively, and $6.6 million and $18.5 million for the three and
nine months ended September 30, 2006, respectively.
Footnote 4 Inventories, Net
Inventories are stated at the lower of cost or market value. The components of net inventories were
as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2007 |
|
2006 |
|
|
|
Materials and supplies |
|
$ |
191.3 |
|
|
$ |
172.8 |
|
Work in-process |
|
|
172.2 |
|
|
|
158.6 |
|
Finished products |
|
|
636.6 |
|
|
|
519.2 |
|
|
|
|
|
|
$ |
1,000.1 |
|
|
$ |
850.6 |
|
|
|
|
8
Footnote 5 Long-Term Debt
The following is a summary of long-term debt (in millions):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2007 |
|
2006 |
|
|
|
Medium-term notes |
|
$ |
1,075.0 |
|
|
$ |
1,325.0 |
|
Commercial paper |
|
|
134.0 |
|
|
|
|
|
Floating rate note |
|
|
448.0 |
|
|
|
448.0 |
|
Junior convertible subordinated debentures |
|
|
436.7 |
|
|
|
436.7 |
|
Terminated interest rate swaps |
|
|
9.1 |
|
|
|
11.9 |
|
Other long-term debt |
|
|
4.2 |
|
|
|
4.3 |
|
|
|
|
Total Debt |
|
|
2,107.0 |
|
|
|
2,225.9 |
|
Current portion of long-term debt |
|
|
(775.2 |
) |
|
|
(253.6 |
) |
|
|
|
Long-Term Debt |
|
$ |
1,331.8 |
|
|
$ |
1,972.3 |
|
|
|
|
On March 15, 2007, the Company paid-off a five-year, $250 million, 6% fixed rate note, at maturity,
with available cash and proceeds from the issuance of commercial paper.
Footnote 6 Employee Benefit and Retirement Plans
The following table presents the components of the Companys pension cost for the three months
ended September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
International |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Service cost-benefits earned during the period |
|
$ |
0.9 |
|
|
$ |
0.7 |
|
|
$ |
1.9 |
|
|
$ |
1.9 |
|
Interest cost on projected benefit obligation |
|
|
12.8 |
|
|
|
12.8 |
|
|
|
7.1 |
|
|
|
6.3 |
|
Expected return on plan assets |
|
|
(14.6 |
) |
|
|
(14.9 |
) |
|
|
(7.0 |
) |
|
|
(6.3 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost |
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
|
2.2 |
|
|
|
2.0 |
|
|
|
1.1 |
|
|
|
1.2 |
|
Curtailment & special termination benefit losses |
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Net pension cost |
|
$ |
1.3 |
|
|
$ |
1.1 |
|
|
$ |
3.1 |
|
|
$ |
3.1 |
|
|
|
|
The following table presents the components of the Companys pension cost for the nine months ended
September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
International |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Service cost-benefits earned during the period |
|
$ |
2.8 |
|
|
$ |
2.2 |
|
|
$ |
5.6 |
|
|
$ |
5.7 |
|
Interest cost on projected benefit obligation |
|
|
38.4 |
|
|
|
38.5 |
|
|
|
20.8 |
|
|
|
18.3 |
|
Expected return on plan assets |
|
|
(43.9 |
) |
|
|
(44.8 |
) |
|
|
(20.6 |
) |
|
|
(18.3 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost |
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
|
6.6 |
|
|
|
5.9 |
|
|
|
3.3 |
|
|
|
3.6 |
|
Curtailment & special termination benefit (gains) losses |
|
|
|
|
|
|
0.2 |
|
|
|
(2.4 |
) |
|
|
(0.3 |
) |
|
|
|
Net pension cost |
|
$ |
3.9 |
|
|
$ |
2.8 |
|
|
$ |
6.7 |
|
|
$ |
9.0 |
|
|
|
|
In the first quarter of 2007, the Company recorded a $2.4 million curtailment gain resulting from
the closure of a European manufacturing facility within the Companys Office Products segment. In
addition, the Company recorded a $1.4 million curtailment gain resulting from the sale of the
Companys Home Décor Europe business. This gain was included in the loss on disposal of
discontinued operations for the nine months ended September 30, 2007. In September 2007, the
Company made a voluntary $5.4 million cash contribution to fund its pension plans in the United Kingdom.
The Company made a cash contribution to the Company sponsored profit sharing plan of $18.4 million
and $20.9 million during the first quarter of 2007 and 2006, respectively. In addition, the Company
recorded expense for the defined contribution benefit arrangement of $4.8 million for each of the
three months ended September 30, 2007 and 2006, respectively, and $14.0 million and $15.4 million
for the nine months ended September 30, 2007 and 2006, respectively.
9
The following table presents the components of the Companys other postretirement benefit costs for
the three and nine months ended September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Service cost-benefits earned during the period |
|
$ |
0.4 |
|
|
$ |
0.6 |
|
|
$ |
1.3 |
|
|
$ |
1.9 |
|
Interest cost on projected benefit obligation |
|
|
2.6 |
|
|
|
2.5 |
|
|
|
8.0 |
|
|
|
7.5 |
|
Amortization of prior service benefit |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
(1.7 |
) |
|
|
(1.8 |
) |
|
|
|
Net other postretirement benefit costs |
|
$ |
2.5 |
|
|
$ |
2.5 |
|
|
$ |
7.6 |
|
|
$ |
7.6 |
|
|
|
|
Footnote 7 Income Taxes
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (FIN 48), on January 1, 2007. The adoption of FIN 48 did not result in an adjustment
to beginning retained earnings. However, the adoption of FIN 48 did result in the reclassification
of certain income tax assets and liabilities from current to long-term in the Companys condensed
consolidated balance sheet. As of January 1, 2007, the Company had unrecognized tax benefits of
$161.8 million, of which $160.7 million, if recognized, would affect the effective tax rate. The
Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a
component of income tax expense. As of January 1, 2007, the Company had recorded accrued interest
expense related to the unrecognized tax benefits of $12.6 million.
As of September 30, 2007, the Company had unrecognized tax benefits of $124.3 million, of which
$123.2 million, if recognized, would affect the effective tax rate. Due to statute expirations and
examinations by various worldwide taxing authorities, $20.5 million of the unrecognized tax
benefits could reasonably change in the coming year. The Company recognizes interest and
penalties, if any, related to unrecognized tax benefits as a component of income tax expense. As
of September 30, 2007, the Company had recorded accrued interest expense related to the
unrecognized tax benefits of $10.7 million.
The Company files numerous consolidated and separate income tax returns in the U.S. federal
jurisdiction and various state and foreign jurisdictions. The statute of limitations for the
Companys U.S. federal income tax returns has expired for years prior to 2004, and the Internal
Revenue Service (IRS) has completed its examination of the Companys 2004 federal income tax
return. The Companys Canadian income tax returns are subject to examination for years after 2000.
With few exceptions, the Company is no longer subject to other income tax examinations for years
before 2004.
The Companys income tax expense and resulting effective tax rate are based upon the respective
estimated annual effective tax rates applicable for the respective years adjusted for the effect of
items required to be treated as discrete interim period items. The effective tax rates for the
three and nine months ended September 30, 2007 and 2006 were primarily impacted by the following
tax matters characterized as discrete period adjustments:
|
|
|
During the third quarter of 2007, the Company recorded a benefit of $35.0 million due
to the Company entering into an agreement with the IRS relating to the appropriate
treatment of a specific deduction included in the Companys 2006 U.S. federal income tax
return. The Company requested accelerated review of the transaction under the IRSs
Pre-Filing Agreement Program that resulted in affirmative resolution in late August 2007.
The Company also recorded a $4.4 million net benefit due to certain accrual reversals for
which the statute of limitations has expired partially offset by provisions required for
tax deductions recorded in prior periods. |
|
|
|
|
During the first quarter of 2007, the Company recorded a benefit of $1.9 million due to
the receipt of an income tax refund, resulting in a reduction in the valuation allowance
for deferred tax assets. |
|
|
|
|
During the second quarter of 2006, the Company determined that it would be able to
utilize certain capital loss carryforwards that it previously believed would expire unused.
Accordingly, the Company reversed an income tax valuation reserve of $22.7 million. |
|
|
|
|
During the first quarter of 2006, the Company completed the reorganization of certain
legal entities in Europe which resulted in the recognition of an income tax benefit of
$78.0 million. |
10
Footnote 8 Earnings per Share
The calculation of basic and diluted earnings per share is shown below for the three and nine
months ended September 30, (in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Numerator for basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
169.9 |
|
|
$ |
112.7 |
|
|
$ |
378.2 |
|
|
$ |
378.4 |
|
Gain (loss) from discontinued operations |
|
|
0.3 |
|
|
|
(4.2 |
) |
|
|
(16.5 |
) |
|
|
(95.6 |
) |
|
|
|
Net income for basic earnings per share |
|
$ |
170.2 |
|
|
$ |
108.5 |
|
|
$ |
361.7 |
|
|
$ |
282.8 |
|
|
|
|
Numerator for diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
169.9 |
|
|
$ |
112.7 |
|
|
$ |
378.2 |
|
|
$ |
378.4 |
|
Effect of convertible preferred securities (1) |
|
|
3.6 |
|
|
|
|
|
|
|
10.7 |
|
|
|
10.7 |
|
|
|
|
Income from continuing operations for diluted
earnings per share |
|
|
173.5 |
|
|
|
112.7 |
|
|
|
388.9 |
|
|
|
389.1 |
|
Gain (loss) from discontinued operations |
|
|
0.3 |
|
|
|
(4.2 |
) |
|
|
(16.5 |
) |
|
|
(95.6 |
) |
|
|
|
Net income for diluted earnings per share |
|
$ |
173.8 |
|
|
$ |
108.5 |
|
|
$ |
372.4 |
|
|
$ |
293.5 |
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share
weighted-average shares outstanding |
|
|
276.0 |
|
|
|
274.6 |
|
|
|
276.0 |
|
|
|
274.6 |
|
Dilutive securities (2) |
|
|
1.8 |
|
|
|
1.0 |
|
|
|
1.8 |
|
|
|
0.7 |
|
Convertible preferred securities (1) |
|
|
8.3 |
|
|
|
|
|
|
|
8.3 |
|
|
|
8.3 |
|
|
|
|
Denominator for diluted earnings per share |
|
|
286.1 |
|
|
|
275.6 |
|
|
|
286.1 |
|
|
|
283.6 |
|
|
|
|
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
$ |
0.62 |
|
|
$ |
0.41 |
|
|
$ |
1.37 |
|
|
$ |
1.38 |
|
Loss from discontinued operations |
|
|
|
|
|
|
(0.02 |
) |
|
|
(0.06 |
) |
|
|
(0.35 |
) |
|
|
|
Earnings per share |
|
$ |
0.62 |
|
|
$ |
0.39 |
|
|
$ |
1.31 |
|
|
$ |
1.03 |
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
$ |
0.61 |
|
|
$ |
0.41 |
|
|
$ |
1.36 |
|
|
$ |
1.37 |
|
Loss from discontinued operations |
|
|
|
|
|
|
(0.02 |
) |
|
|
(0.06 |
) |
|
|
(0.34 |
) |
|
|
|
Earnings per share |
|
$ |
0.61 |
|
|
$ |
0.39 |
|
|
$ |
1.30 |
|
|
$ |
1.03 |
|
|
|
|
|
|
|
(1) |
|
The convertible preferred securities are anti-dilutive for the three months ended September
30, 2006, and therefore have been excluded from diluted earnings per share. Had the
convertible preferred securities been included in the diluted earnings per share calculation,
net income would be increased by $3.6 million for the three months ended September 30, 2006.
Weighted-average shares outstanding would have increased by 8.3 million shares for the three
months ended September 30, 2006. |
|
(2) |
|
Dilutive securities include in the money options and restricted stock awards. The
weighted-average shares outstanding exclude the dilutive effect of approximately 11.4 million
and 12.4 million stock options for the three months ended September 30, 2007 and 2006,
respectively, and 8.3 million and 12.6 million stock options for the nine months ended
September 30, 2007 and 2006, respectively, because such options were anti-dilutive. |
Footnote 9 Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is recorded within stockholders equity and encompasses
foreign currency translation adjustments, gains/(losses) on derivative instruments and unrecognized
pension and other post retirement costs.
The following table displays the components of accumulated other comprehensive loss (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
After-tax |
|
Unrecognized |
|
Accumulated |
|
|
Currency |
|
Derivative |
|
Pension and |
|
Other |
|
|
Translation |
|
Hedging |
|
Other Post |
|
Comprehensive |
|
|
Gain |
|
Gain |
|
Retirement Costs |
|
Loss |
|
|
|
Balance at December 31, 2006 |
|
$ |
41.6 |
|
|
$ |
2.5 |
|
|
$ |
(228.7 |
) |
|
$ |
(184.6 |
) |
Current year change |
|
|
30.9 |
|
|
|
7.6 |
|
|
|
|
|
|
|
38.5 |
|
|
|
|
Balance at September 30, 2007 |
|
$ |
72.5 |
|
|
$ |
10.1 |
|
|
$ |
(228.7 |
) |
|
$ |
(146.1 |
) |
|
|
|
11
Comprehensive income amounted to the following for the three and nine months ended September 30,
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Net income |
|
$ |
170.2 |
|
|
$ |
108.5 |
|
|
$ |
361.7 |
|
|
$ |
282.8 |
|
Foreign currency translation gain |
|
|
10.5 |
|
|
|
20.6 |
|
|
|
30.9 |
|
|
|
37.4 |
|
After-tax derivatives hedging gain (loss) |
|
|
6.0 |
|
|
|
7.4 |
|
|
|
7.6 |
|
|
|
(2.5 |
) |
|
|
|
Comprehensive income |
|
$ |
186.7 |
|
|
$ |
136.5 |
|
|
$ |
400.2 |
|
|
$ |
317.7 |
|
|
|
|
Footnote 10 Stock-Based Compensation
The Company recorded $9.4 million and $9.3 million of stock-based compensation expense in selling,
general and administrative expense for the three months ended September 30, 2007 and 2006,
respectively and $27.9 million and $24.7 million for the nine months ended September 30, 2007 and
2006, respectively.
The following table presents the impact of stock-based compensation expense for the three and nine
months ended September 30, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Reduction to income before income taxes |
|
$ |
9.4 |
|
|
$ |
9.3 |
|
|
$ |
27.9 |
|
|
$ |
24.7 |
|
|
|
|
Reduction to net income |
|
$ |
6.6 |
|
|
$ |
6.5 |
|
|
$ |
19.6 |
|
|
$ |
17.1 |
|
|
|
|
The fair value of share-based payment awards was estimated using the Black-Scholes option pricing
model with the following assumptions and weighted-average fair values for the three and nine months
ended September 30,:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Weighted-average fair value of grants |
|
$ |
6 |
|
|
$ |
7 |
|
|
$ |
7 |
|
|
$ |
7 |
|
Risk-free interest rate |
|
|
4.6 |
% |
|
|
5.0 |
% |
|
|
4.7 |
% |
|
|
4.6 |
% |
Dividend yield |
|
|
2.8 |
% |
|
|
3.0 |
% |
|
|
2.8 |
% |
|
|
3.0 |
% |
Expected volatility |
|
|
25 |
% |
|
|
33 |
% |
|
|
25 |
% |
|
|
33 |
% |
Expected life (in years) |
|
|
5.5 |
|
|
|
6.5 |
|
|
|
5.5 |
|
|
|
6.5 |
|
The Company utilized its historic experience to estimate the expected life of the options and
volatility.
The following table summarizes the changes in the number of shares of common stock under option for
the nine months ended September 30, 2007 (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Exercise |
|
|
|
|
Shares |
|
Price |
|
Exercisable |
|
|
|
Outstanding at December 31, 2006 |
|
|
14.1 |
|
|
$ |
26 |
|
|
|
6.8 |
|
Granted |
|
|
4.1 |
|
|
|
30 |
|
|
|
|
|
Exercised |
|
|
(0.7 |
) |
|
|
25 |
|
|
|
|
|
Forfeited / expired |
|
|
(0.8 |
) |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2007 |
|
|
16.7 |
|
|
$ |
27 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
At September 30, 2007, the aggregate intrinsic value of exercisable options was $21.2 million.
12
The following table summarizes the changes in the number of shares of restricted stock for the nine
months ended September 30, 2007 (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average Grant |
|
|
Shares |
|
Date Fair Value |
|
|
|
Outstanding at December 31, 2006 |
|
|
2.2 |
|
|
$ |
24 |
|
Granted |
|
|
1.1 |
|
|
|
30 |
|
Vested |
|
|
(0.4 |
) |
|
|
23 |
|
Forfeited |
|
|
(0.3 |
) |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2007 |
|
|
2.6 |
|
|
$ |
26 |
|
|
|
|
|
|
|
|
|
|
Footnote 11 Industry Segment Information
The Companys reporting segments reflect the Companys focus on building large consumer brands,
promoting organizational integration, achieving operating efficiencies in sourcing and
distribution, and leveraging its understanding of similar consumer segments and distribution
channels. The Company aggregates certain of its operating segments into four reportable segments.
The reportable segments are as follows:
|
|
|
Segment |
|
Description of Products |
Cleaning, Organization & Décor
|
|
Material handling, cleaning, refuse,
indoor/outdoor organization, home storage,
food storage, drapery hardware, window
treatments |
|
|
|
Office Products
|
|
Ball point/roller ball pens, markers,
highlighters, pencils, correction fluids,
office products, art supplies, on-demand
labeling products, card-scanning solutions |
|
|
|
Tools & Hardware
|
|
Hand tools, power tool accessories, manual
paint applicators, cabinet, window and
convenience hardware, propane torches,
solder |
|
|
|
Other (Home & Family)
|
|
Operating segments that are individually
immaterial and do not meet aggregation
criteria, including premium cookware and
related kitchenware, hair care accessory
products, infant and juvenile products,
including high chairs, car seats, strollers
and play yards |
In the fourth quarter of 2006, the Company combined its Cleaning & Organization and Home Fashions
segments (now referred to as Cleaning, Organization & Décor) as these businesses sell to similar
major customers, produce products that are used in and around the home, and leverage the same
management structure.
Also in 2006, the Company updated its segment reporting to reflect the realignment of certain
European businesses, previously reported in the former Cleaning & Organization segment, and now
reported in the Other (Home & Family) segment for all periods presented. The decision to realign
these businesses, which include the Graco European business, is consistent with the Companys move
from a regional management structure to a global business unit structure. Management measures
segment profit as operating income of the business. Segment data presented for the three and nine
months ended September 30, 2006 has been reclassified to reflect the segment changes. The Companys
segment results are as follows (in millions):
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Net Sales (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cleaning, Organization & Décor |
|
$ |
547.2 |
|
|
$ |
519.3 |
|
|
$ |
1,549.0 |
|
|
$ |
1,478.9 |
|
Office Products |
|
|
544.9 |
|
|
|
517.5 |
|
|
|
1,538.7 |
|
|
|
1,487.4 |
|
Tools & Hardware |
|
|
335.9 |
|
|
|
324.4 |
|
|
|
954.4 |
|
|
|
930.0 |
|
Other (Home & Family) |
|
|
259.3 |
|
|
|
224.9 |
|
|
|
722.7 |
|
|
|
666.5 |
|
|
|
|
|
|
$ |
1,687.3 |
|
|
$ |
1,586.1 |
|
|
$ |
4,764.8 |
|
|
$ |
4,562.8 |
|
|
|
|
Operating Income (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cleaning, Organization & Décor |
|
$ |
83.7 |
|
|
$ |
67.8 |
|
|
$ |
222.1 |
|
|
$ |
163.5 |
|
Office Products |
|
|
84.2 |
|
|
|
75.7 |
|
|
|
228.4 |
|
|
|
207.9 |
|
Tools & Hardware |
|
|
51.3 |
|
|
|
46.2 |
|
|
|
133.2 |
|
|
|
133.1 |
|
Other (Home & Family) |
|
|
37.2 |
|
|
|
28.9 |
|
|
|
98.9 |
|
|
|
91.4 |
|
Corporate |
|
|
(19.9 |
) |
|
|
(18.3 |
) |
|
|
(61.5 |
) |
|
|
(55.9 |
) |
Restructuring Costs |
|
|
(22.7 |
) |
|
|
(22.1 |
) |
|
|
(53.7 |
) |
|
|
(50.3 |
) |
|
|
|
|
|
$ |
213.8 |
|
|
$ |
178.2 |
|
|
$ |
567.4 |
|
|
$ |
489.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2007 |
|
2006 |
|
|
|
Identifiable Assets |
|
|
|
|
|
|
|
|
Cleaning, Organization & Décor |
|
$ |
847.5 |
|
|
$ |
840.3 |
|
Office Products |
|
|
1,346.5 |
|
|
|
1,264.6 |
|
Tools & Hardware |
|
|
684.0 |
|
|
|
660.8 |
|
Other (Home & Family) |
|
|
338.0 |
|
|
|
293.7 |
|
Corporate (3) |
|
|
3,375.0 |
|
|
|
3,183.0 |
|
Discontinued Operations |
|
|
|
|
|
|
68.1 |
|
|
|
|
|
|
$ |
6,591.0 |
|
|
$ |
6,310.5 |
|
|
|
|
Geographic Area Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
1,224.3 |
|
|
$ |
1,183.4 |
|
|
$ |
3,480.5 |
|
|
$ |
3,415.1 |
|
Canada |
|
|
116.4 |
|
|
|
104.0 |
|
|
|
308.2 |
|
|
|
287.4 |
|
|
|
|
North America |
|
|
1,340.7 |
|
|
|
1,287.4 |
|
|
|
3,788.7 |
|
|
|
3,702.5 |
|
Europe |
|
|
221.2 |
|
|
|
188.0 |
|
|
|
635.1 |
|
|
|
557.6 |
|
Central and South America |
|
|
66.7 |
|
|
|
64.1 |
|
|
|
183.4 |
|
|
|
170.7 |
|
All other |
|
|
58.7 |
|
|
|
46.6 |
|
|
|
157.6 |
|
|
|
132.0 |
|
|
|
|
|
|
$ |
1,687.3 |
|
|
$ |
1,586.1 |
|
|
$ |
4,764.8 |
|
|
$ |
4,562.8 |
|
|
|
|
Operating Income (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
155.8 |
|
|
$ |
147.9 |
|
|
$ |
448.2 |
|
|
$ |
381.7 |
|
Canada |
|
|
31.6 |
|
|
|
22.3 |
|
|
|
78.7 |
|
|
|
58.7 |
|
|
|
|
North America |
|
|
187.4 |
|
|
|
170.2 |
|
|
|
526.9 |
|
|
|
440.4 |
|
Europe |
|
|
8.1 |
|
|
|
(10.7 |
) |
|
|
3.9 |
|
|
|
11.3 |
|
Central and South America |
|
|
5.7 |
|
|
|
5.2 |
|
|
|
7.4 |
|
|
|
7.6 |
|
All other |
|
|
12.6 |
|
|
|
13.5 |
|
|
|
29.2 |
|
|
|
30.4 |
|
|
|
|
|
|
$ |
213.8 |
|
|
$ |
178.2 |
|
|
$ |
567.4 |
|
|
$ |
489.7 |
|
|
|
|
|
|
|
1) |
|
All intercompany transactions have been eliminated. Sales to Wal*Mart Stores, Inc. and
subsidiaries amounted to approximately 14% of consolidated net sales in both of the three
months ended September 30, 2007 and 2006. Sales to Wal*Mart Stores, Inc. and subsidiaries
amounted to approximately 14% and 15% of consolidated net sales in the nine months ended
September 30, 2007 and 2006, respectively. Sales to no other customer exceeded 10% of
consolidated net sales for either period. |
14
2) |
|
Operating income is net sales less cost of products sold, selling, general and administrative
expenses and restructuring costs. Certain headquarters expenses of an operational nature are
allocated to business segments and geographic areas primarily on a net sales basis. |
|
3) |
|
Corporate assets primarily include goodwill, trade names, equity investments and deferred tax
assets. |
|
4) |
|
The restructuring costs have been reflected in the appropriate geographic regions. |
Footnote 12 Acquisition of Endicia
On July 1, 2007, the Company acquired all of the outstanding equity interests of PSI Systems, Inc.
(Endicia), provider of Endicia Internet Postage for $50.4 million plus related acquisition costs
and contingent payments of up to $25.0 million based on future revenues. The acquisition of
Endicia, a leading provider of online postage, increases the Companys ability to leverage its
other technology brands by developing a full range of innovative and integrated solutions for small
and medium-sized businesses. This acquisition was accounted for using the purchase method of
accounting and accordingly, the Company recorded goodwill based on a preliminary purchase price
allocation of $45.4 million in the condensed consolidated balance sheet at September 30, 2007. Pro
forma results of operations would not be materially different as a result of this acquisition and
therefore are not presented.
Endicia is party to a lawsuit filed against it alleging patent infringement. In this case,
Stamps.com seeks injunctive relief in order to prevent Endicia from continuing to engage in
activities that are alleged to infringe on Stamps.coms patents. An unfavorable outcome in this
litigation could materially adversely affect the Endicia business.
Footnote 13 Litigation and Contingencies
The Company is involved in legal proceedings in the ordinary course of its business. These
proceedings include claims for damages arising out of use of the Companys products, allegations of
infringement of intellectual property, commercial disputes and employment matters, as well as
environmental matters. Some of the legal proceedings include claims for punitive as well as
compensatory damages, and certain proceedings may purport to be class actions.
Although management of the Company cannot predict the ultimate outcome of these legal proceedings
with certainty, it believes that the ultimate resolution of the Companys legal proceedings,
including any amounts it may be required to pay in excess of amounts reserved, will not have a
material effect on the Companys condensed consolidated financial statements.
In the normal course of business and as part of its acquisition and divestiture strategy, the
Company may provide certain representations and indemnifications related to legal, environmental,
product liability, tax or other types of issues. Based on the nature of these representations and
indemnifications, it is not possible to predict the maximum potential payments under all of these
agreements due to the conditional nature of the Companys obligations and the unique facts and
circumstances involved in each particular agreement. Historically, payments made by the Company
under these agreements did not have a material effect on the Companys business, financial
condition or results of operations.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Companys vision is to become a global company of Brands That MatterTM and great people, known
for best-in-class results. The Company remains committed to investing in strategic brands and new
product development, strengthening its portfolio of businesses, reducing its supply chain costs and
streamlining non-strategic selling, general and administrative expenses (SG&A).
The key tenets of the Companys strategy include building large, consumer-meaningful brands,
leveraging one Newell Rubbermaid, achieving a best total cost position and commercializing
innovation across the enterprise. The Companys results depend on the ability of its individual
business units to succeed in their respective categories, each of which has unique consumers,
customers and competitors. The Companys strategic initiatives are designed to help enable these
business units to generate differentiated products, operate within a best-in-class cost structure
and employ superior branding in order to yield premium margins on their products. Premium margins
fund incremental demand creation by the business units, driving incremental sales and profits for
the Company.
The following section summarizes each of the Companys transformational initiatives:
15
Create Consumer-Meaningful Brands
The Company is moving from its historical focus on push marketing and excellence in manufacturing
and distributing products, to a new focus on consumer pull marketing, creating competitive
advantage through better understanding its consumers, innovating to deliver great performance,
investing in advertising and promotion to create demand and leveraging its brands in adjacent
categories around the world. This effort is creating and expanding core competencies and processes
centered on consumer understanding, innovation and demand creation, to drive sustainable top line
growth. The Companys progress in implementing this brand building and marketing initiative is
exhibited by the following:
The Companys Tools & Hardware segment achieved solid sales growth in the quarter, due largely to
continued strength in its international tools businesses. One area in which the Company has seen
especially good results is its Lenox industrial band saw business. This success has been driven
largely by the Companys grass-roots field marketing efforts as its expanding team of trained
professionals work with end users to educate them on the benefits, use, installation, and servicing
of its band saws. The Company is deploying this marketing model globally, and has seen a
double-digit increase year to date in its industrial band saw business outside of the U.S.
The Companys Baby and Parenting Essentials business will soon launch the Graco Sweetpeace-Newborn
Soothing Center, which was developed based on comprehensive research, with moms and pediatric
professionals, to understand what works best to calm babies. This product features a unique motion
and customizable seating positions to better mimic the actual movements mothers use to soothe their
infants. Sweetpeace also comes programmed with comforting prenatal sounds, such as a heartbeat,
that research has proven to be especially comforting to babies. The Company is investing in a
targeted multimedia print and Web marketing campaign to support the launch of this innovative new
product.
In the Companys Beauty and Style business, Goody has initiated a major marketing campaign to
support the introduction of its innovative Styling Therapy line of brushes. These unique styling
instruments are infused with special substances that help control dandruff, add shine, and protect
hair color. Sales of Styling Therapy have doubled since the launch of this advertising and
promotion campaign.
Finally, the Companys DYMO labeling technology business is up strong double-digits year to date
due largely to aggressive television marketing campaigns in Europe.
Leverage One Newell Rubbermaid
The Company is committed to leveraging the common business activities and best practices of its
business units, and to build one common culture of shared values, with a focus on collaboration and
teamwork. The Company is exploring ways to leverage common functional capabilities such as Human
Resources, Information Technology, Customer Service, Supply Chain and Finance to improve efficiency
and reduce costs. Through this initiative, the Company is taking significant steps toward
achieving low cost logistical excellence, including the centralization and consolidation of the
Companys distribution and transportation activities, the restructuring of its European
organization and expansion of the shared service concept in North America.
On October 1, 2007, the Company successfully went live with the SAP implementation at its North
American Office Products business unit. This SAP go-live marks the completion of the first major
milestone in a multi-year rollout aimed at migrating multiple legacy systems and users to a common
SAP global information platform. This will enable the Company to integrate and manage its
worldwide business and reporting process more efficiently.
Achieve Best Total Cost
The Companys objective is to reduce the cost of manufacturing, sourcing and supplying product on
an ongoing basis, and to leverage the Companys size and scale, in order to achieve a best total
cost position. Achieving best cost positions in its categories allows the Company to increase
investment in strategic brand building initiatives. The Company is continuing to make progress on
its sourcing transformation restructuring the manufacturing and sourcing footprint to optimize
total delivered cost. Project Acceleration remains on track to deliver its commitments in cost,
savings and timing over the life of the project and the Company is starting to see the savings flow
through the Companys results. Annualized savings from Project Acceleration are expected to exceed
$150 million upon conclusion of the program in 2009, with $60 million in savings projected in each
of 2007 and 2008, and the remaining benefit in 2009. To date, the Company has announced
approximately two-thirds of its anticipated closings and consolidations and, in the first quarter
16
of 2007, announced the expansion of the program to include certain scale leveraging initiatives
with respect to distribution, transportation and shared services.
Nurture 360º Innovation
The Company has broadened its definition of innovation beyond product invention. The Company
defines innovation as the successful commercialization of invention. Innovation must be more than
product development. It is a rigorous, consumer centric process that permeates the entire
development cycle. It begins with a deep understanding of how consumers interact with the Companys
brands and categories, and all the factors that drive their purchase decisions and in-use
experience. That understanding must then be translated into innovative products that deliver unique
features and benefits, at a best-cost position, providing the consumer with great value. Lastly,
innovating how and where to create awareness and trial, and measuring the effectiveness of
advertising and promotion spending, completes the process. The Company has pockets of excellence
using this expanded definition of innovation, and it will continue to build on this competency.
Outlook for the Future
Looking forward, the Companys primary focus is on building a top-tier global innovation and
branding company, capable of generating strong revenue and profit growth year after year. This
will be achieved through increased investments in consumer understanding, innovation and demand
creation activities. The Company will focus on developing best-in-class practices for these
activities, enabling it to build brands that matter to its consumers. The Company will implement
the processes and systems to understand its consumers in detail how they use its products, what
they value, and how to delight them and/or excite them. New products like Levolor cordless Roman
shades and day/night variable light blocking shades, the Graco Sweetpeace-Newborn Soothing Center,
the revolutionary, patented ThermaFlex Serving System, the DYMO
Desktop Mailing Solution and the Lenox Q
Series Performance Solution Band Saw Blade exemplify the results of this investment in consumer
understanding.
The Company will increase investment in meaningful innovation that differentiates its products. The
Company will also invest more in demand creation activities to increase awareness and trial of its
new products. Further, the Company will measure the effectiveness of those increased strategic
brand building investments. The Company continually evaluates SG&A spend to ensure it is strategic,
timely and impactful. The Company anticipates that approximately $95 to $100 million of its gross
margin expansion for the year will be reinvested in strategic brand building initiatives, including
consumer understanding, innovation and demand creation activities, as well as other corporate
initiatives including the SAP implementation, co-location strategies, expanded shared services in
Europe and the U.S., and building organizational capability through training and development.
Results of Operations
The following table sets forth for the periods indicated items from the Condensed Consolidated
Statements of Income as reported and as a percentage of net sales for the three and nine months
ended September 30, (in millions, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30 |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
Net sales |
|
$ |
1,687.3 |
|
|
|
100.0 |
% |
|
$ |
1,586.1 |
|
|
|
100.0 |
% |
|
$ |
4,764.8 |
|
|
|
100.0 |
% |
|
$ |
4,562.8 |
|
|
|
100.0 |
% |
Cost of products sold |
|
|
1,086.3 |
|
|
|
64.4 |
|
|
|
1,050.9 |
|
|
|
66.3 |
|
|
|
3,083.5 |
|
|
|
64.7 |
|
|
|
3,032.5 |
|
|
|
66.5 |
|
|
|
|
Gross margin |
|
|
601.0 |
|
|
|
35.6 |
|
|
|
535.2 |
|
|
|
33.7 |
|
|
|
1,681.3 |
|
|
|
35.3 |
|
|
|
1,530.3 |
|
|
|
33.5 |
|
Selling, general and administrative expenses |
|
|
364.5 |
|
|
|
21.6 |
|
|
|
334.9 |
|
|
|
21.1 |
|
|
|
1,060.2 |
|
|
|
22.3 |
|
|
|
990.3 |
|
|
|
21.7 |
|
Restructuring costs |
|
|
22.7 |
|
|
|
1.3 |
|
|
|
22.1 |
|
|
|
1.4 |
|
|
|
53.7 |
|
|
|
1.1 |
|
|
|
50.3 |
|
|
|
1.1 |
|
|
|
|
Operating income |
|
|
213.8 |
|
|
|
12.7 |
|
|
|
178.2 |
|
|
|
11.2 |
|
|
|
567.4 |
|
|
|
11.9 |
|
|
|
489.7 |
|
|
|
10.7 |
|
Nonoperating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
28.0 |
|
|
|
1.7 |
|
|
|
32.9 |
|
|
|
2.1 |
|
|
|
82.9 |
|
|
|
1.7 |
|
|
|
102.2 |
|
|
|
2.2 |
|
Other expense, net |
|
|
2.1 |
|
|
|
0.1 |
|
|
|
3.4 |
|
|
|
0.2 |
|
|
|
4.4 |
|
|
|
0.1 |
|
|
|
7.7 |
|
|
|
0.2 |
|
|
|
|
Net nonoperating expenses |
|
|
30.1 |
|
|
|
1.8 |
|
|
|
36.3 |
|
|
|
2.3 |
|
|
|
87.3 |
|
|
|
1.8 |
|
|
|
109.9 |
|
|
|
2.4 |
|
|
|
|
Income from continuing operations before
income taxes |
|
|
183.7 |
|
|
|
10.9 |
|
|
|
141.9 |
|
|
|
8.9 |
|
|
|
480.1 |
|
|
|
10.1 |
|
|
|
379.8 |
|
|
|
8.3 |
|
Income taxes |
|
|
13.8 |
|
|
|
0.8 |
|
|
|
29.2 |
|
|
|
1.8 |
|
|
|
101.9 |
|
|
|
2.1 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
169.9 |
|
|
|
10.1 |
|
|
|
112.7 |
|
|
|
7.1 |
|
|
|
378.2 |
|
|
|
7.9 |
|
|
|
378.4 |
|
|
|
8.3 |
|
Gain (loss) from discontinued operations,
net of tax |
|
|
0.3 |
|
|
|
|
|
|
|
(4.2 |
) |
|
|
(0.3 |
) |
|
|
(16.5 |
) |
|
|
(0.3 |
) |
|
|
(95.6 |
) |
|
|
(2.1 |
) |
|
|
|
Net income |
|
$ |
170.2 |
|
|
|
10.1 |
% |
|
$ |
108.5 |
|
|
|
6.8 |
% |
|
$ |
361.7 |
|
|
|
7.6 |
% |
|
$ |
282.8 |
|
|
|
6.2 |
% |
|
|
|
17
Three Months Ended September 30, 2007 vs. Three Months Ended September 30, 2006
Consolidated Operating Results:
Net sales for the three months ended September 30, 2007 were $1,687.3 million, representing an
increase of $101.2 million, or 6.4%, from $1,586.1 million for the three months ended September 30,
2006. Sales growth excluding foreign currency was 4.5%, marking the eighth consecutive quarter of
sales growth for the Company. This quarters sales growth was driven by broad based strength across
all segments and benefited by approximately 150 basis points from the timing of sales in the Office
Products segment relating to the third quarter pre-buy in advance of the SAP implementation and the
recovery of lost second quarter sales associated with service level issues in Europe.
Gross margin, as a percentage of net sales, for the three months ended September 30, 2007 was
35.6%, or $601.0 million, versus 33.7%, or $535.2 million, for the three months ended September 30,
2006, marking the twelfth consecutive quarter of year over year gross margin expansion. The
majority of the expansion was driven by favorable mix, ongoing productivity initiatives and savings
from Project Acceleration.
SG&A expenses for the three months ended September 30, 2007 were 21.6% of net sales, or $364.5
million, versus 21.1%, or $334.9 million, for the three months ended September 30, 2006. The
primary driver of the $29.6 million increase was strategic brand building investments in all four
operating segments, as well as other strategic initiatives including SAP and shared services,
partially offset by savings in corporate overhead expenses.
The Company recorded restructuring costs of $22.7 million and $22.1 million for the three months
ended September 30, 2007 and 2006, respectively. The Company has announced the closure of 15
manufacturing facilities since Project Accelerations inception and expects that approximately
eight additional facilities will be closed under this program. The Company continues to expect
cumulative pre-tax costs of $375 million to $400 million, approximately 60% of which are expected
to be cash costs, over the life of the initiative. Annualized savings are projected to exceed $150
million upon completion of the project with an approximately $60 million benefit projected in each
of 2007 and 2008, and the remaining benefit in 2009. The 2007 restructuring costs included $5.7
million of facility and other exit costs, $4.0 million of employee severance and termination
benefits and $13.0 million of exited contractual commitments and other restructuring costs. The
2006 restructuring costs included $5.7 million of facility and other exit costs, $15.2 million of
employee severance and termination benefits and $1.2 million of exited contractual commitments and
other restructuring costs. See Footnote 3 of the Notes to the Condensed Consolidated Financial
Statements (Unaudited) for further information on these restructuring costs.
Operating income for the three months ended September 30, 2007 was $213.8 million, or 12.7% of net
sales, versus $178.2 million, or 11.2% of net sales, for the three months ended September 30, 2006.
The increase in operating income was the result of continued sales growth and gross margin
improvement, partially offset by increased investment in SG&A.
Net nonoperating expenses for the three months ended September 30, 2007 were 1.8% of net sales, or
$30.1 million, versus 2.3% of net sales, or $36.3 million, for the three months ended September 30,
2006. The decrease in net nonoperating expenses was mainly attributable to a decrease in interest
expense, reflecting a reduction in debt year over year and slightly lower average borrowing rates.
The effective tax rate was 7.5% for the three months ended September 30, 2007 versus 20.6% for the
three months ended September 30, 2006. The change in the effective tax rate was primarily related
to a net $39.4 million discrete income tax benefit recorded for the three months ended September
30, 2007, compared to a discrete tax benefit of $15.1 million for the three months ended September
30, 2006. The income tax benefits increased earnings per share by $0.14 and $0.05 for the three
months ended September 30, 2007 and 2006, respectively. See Footnote 7 of the Notes to the
Condensed Consolidated Financial Statements (Unaudited) for further information.
Income from continuing operations for the three months ended September 30, 2007 was $169.9 million,
compared to $112.7 million for the three months ended September 30, 2006. Diluted earnings per
share from continuing operations were $0.61 and $0.41 for the three months ended September 30, 2007
and 2006, respectively.
The Company recorded a $0.3 million gain, net of tax, from discontinued operations for the three
months ended September 30, 2007, compared to a $4.2 million loss, net of tax, for the three months
ended September 30, 2006. The gain on disposal of discontinued operations for the three months
ended September 30, 2007 was $0.3 million, net of tax, compared to a loss of $9.0 million, net of
tax, for the three months ended September 30, 2006. The 2006 loss related primarily to the disposal
of the European Cookware business. The
18
gain from operations of discontinued operations, net of tax, was $4.8 million for the three months
ended September 30, 2006 compared to no gain for the three months ended September 30, 2007. The
2006 gain included the results of the Home Décor Europe and Little Tikes businesses. There was no
impact to diluted earnings per share for the three months ended September 30, 2007, compared to
$0.02 diluted loss per share for the three months ended September 30, 2006. See Footnote 2 of the
Notes to the Condensed Consolidated Financial Statements (Unaudited) for further information.
Net income for the three months ended September 30, 2007 was $170.2 million, compared to $108.5
million for the three months ended September 30, 2006. Diluted earnings per share were $0.61 and
$0.39 for the three months ended September 30, 2007 and 2006, respectively.
Business Segment Operating Results:
Net sales by segment were as follows for the three months ended September 30, (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
% Change |
|
|
|
Cleaning, Organization & Décor |
|
$ |
547.2 |
|
|
$ |
519.3 |
|
|
|
5.4 |
% |
Office Products |
|
|
544.9 |
|
|
|
517.5 |
|
|
|
5.3 |
|
Tools & Hardware |
|
|
335.9 |
|
|
|
324.4 |
|
|
|
3.5 |
|
Other (Home & Family) |
|
|
259.3 |
|
|
|
224.9 |
|
|
|
15.3 |
|
|
|
|
|
|
|
|
Total Net Sales |
|
$ |
1,687.3 |
|
|
$ |
1,586.1 |
|
|
|
6.4 |
% |
|
|
|
|
|
|
|
Operating income by segment was as follows for the three months ended September 30, (in millions,
except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
% Change |
|
|
|
Cleaning, Organization & Décor |
|
$ |
83.7 |
|
|
$ |
67.8 |
|
|
|
23.5 |
% |
Office Products |
|
|
84.2 |
|
|
|
75.7 |
|
|
|
11.2 |
|
Tools & Hardware |
|
|
51.3 |
|
|
|
46.2 |
|
|
|
11.0 |
|
Other (Home & Family) |
|
|
37.2 |
|
|
|
28.9 |
|
|
|
28.7 |
|
Corporate |
|
|
(19.9 |
) |
|
|
(18.3 |
) |
|
|
(8.7 |
) |
Restructuring costs |
|
|
(22.7 |
) |
|
|
(22.1 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
|
Total Operating Income |
|
$ |
213.8 |
|
|
$ |
178.2 |
|
|
|
20.0 |
% |
|
|
|
|
|
|
|
Cleaning, Organization & Décor
Net sales for the three months ended September 30, 2007 were $547.2 million, an increase of $27.9
million, or 5.4%, from $519.3 million for the three months ended September 30, 2006. This increase
was driven by double digit growth in the Rubbermaid Commercial business and low single digit growth
in the Rubbermaid Home Products and Foodservice businesses.
Operating income for the three months ended September 30, 2007 was $83.7 million, or 15.3% of
sales, an increase of $15.9 million, or 23.5%, from $67.8 million for the three months ended
September 30, 2006. Sales growth, productivity gains and favorable mix drove the improvement year
over year.
Office Products
Net sales for the three months ended September 30, 2007 were $544.9 million, an increase of $27.4
million, or 5.3%, from $517.5 million for the three months ended September 30, 2006. The
improvement was driven by double digit sales growth realized in the technology businesses and the
pre-buy in advance of the SAP implementation. In addition, the Company rectified the service
issues in Europe that negatively impacted performance for the second quarter 2007. Fourth quarter
2007 sales are expected to be negatively impacted as certain retailers bought in advance of the
October SAP go-live in North America.
Operating income for the three months ended September 30, 2007 was $84.2 million, or 15.5% of
sales, an increase of $8.5 million, or 11.2%, from $75.7 million for the three months ended
September 30, 2006. The increase year over year was the result of increased sales volume and
favorable mix, partially offset by increased SG&A investment.
19
Tools & Hardware
Net sales for the three months ended September 30, 2007 were $335.9 million, an increase of $11.5
million, or 3.5%, from $324.4 million for the three months ended September 30, 2006. The year over
year improvement was driven by continued strength in the international tool businesses, which more
than offset softness in the domestic tool and hardware businesses affected by weakness in the U.S.
residential construction market. Additionally, the international business benefited from the
successful commercialization of certain products, particularly band saws.
Operating income for the three months ended September 30, 2007 was $51.3 million, or 15.3% of
sales, an increase of $5.1 million, or 11.0%, from $46.2 million for the three months ended
September 30, 2006, due to higher sales volume and strong productivity, partially offset by raw
material inflation, particularly in metals.
Home & Family
Net sales for the three months ended September 30, 2007 were $259.3 million, an increase of $34.4
million, or 15.3%, from $224.9 million for the three months ended September 30, 2006, mostly
attributable to new product launches and increased investment in demand creation activities during
the third quarter of 2007.
Operating income for the three months ended September 30, 2007 was $37.2 million, or 14.3% of
sales, an increase of $8.3 million, or 28.7%, from $28.9 million for the three months ended
September 30, 2006. Double digit sales growth supported by increased SG&A investments drove the
improvement.
Nine Months Ended September 30, 2007 vs. Nine Months Ended September 30, 2006
Consolidated Operating Results:
Net sales for the nine months ended September 30, 2007 were $4,764.8 million, representing an
increase of $202.0 million, or 4.4%, from $4,562.8 million for the nine months ended September 30,
2006. Sales growth excluding foreign currency was 2.8%. The sales growth was driven by strength
across all segments, led by market share gains in the Home & Family and Rubbermaid Commercial
businesses and growth in the Irwin and Lenox international branded tools businesses.
Gross margin, as a percentage of net sales, for the nine months ended September 30, 2007 was 35.3%,
or $1,681.3 million, versus 33.5%, or $1,530.3 million, for the nine months ended September 30,
2006. The 175 basis point expansion reflects core sales growth, strong productivity, including
savings from Project Acceleration, and favorable mix, resulting from an improved business
portfolio, stronger sales of higher margin products and the diverse channel mix of both retail and
commercial distribution.
SG&A expenses for the nine months ended September 30, 2007 were 22.3% of net sales, or $1,060.2
million, versus 21.7%, or $990.3 million, for the nine months ended September 30, 2006. The primary
drivers of the $69.9 million increase were additional strategic brand building investments in all
four operating segments, as well as investments in corporate initiatives such as SAP and shared
services.
The Company recorded restructuring costs of $53.7 million and $50.3 million for the nine months
ended September 30, 2007 and 2006, respectively. The 2007 restructuring costs included $14.1
million of facility and other exit costs, $23.8 million of employee severance and termination
benefits and $15.8 million of exited contractual commitments and other restructuring costs. The
2006 restructuring costs included $17.4 million of facility and other exit costs, $29.7 million of
employee severance and termination benefits and $3.2 million of exited contractual commitments and
other restructuring costs. See Footnote 3 of the Notes to the Condensed Consolidated Financial
Statements (Unaudited) for further information on these restructuring costs.
Operating income for the nine months ended September 30, 2007 was $567.4 million, or 11.9% of net
sales, versus $489.7 million, or 10.7% of net sales, for the nine months ended September 30, 2006.
The increase in operating income was the result of the factors described above.
Net nonoperating expenses for the nine months ended September 30, 2007 were 1.8% of net sales, or
$87.3 million, versus 2.4% of net sales, or $109.9 million, for the nine months ended September 30,
2006. The decrease in net nonoperating expenses was mainly attributable to a decrease in interest
expense, reflecting a reduction in debt year over year as well as slightly lower average borrowing
rates.
20
The effective tax rate was 21.2% for the nine months ended September 30, 2007 versus 0.4% for the
nine months ended September 30, 2006. The change in the effective tax rate was primarily related to
net $41.3 million discrete income tax benefits recorded for the nine months ended September 30,
2007, compared to $115.8 million of discrete income tax benefits recorded for the nine months ended
September 30, 2006. The income tax benefits increased earnings per share by $0.15 and $0.41 for
the nine months ended September 30, 2007 and 2006, respectively. See Footnote 7 of the Notes to the
Condensed Consolidated Financial Statements (Unaudited) for further information.
Income from continuing operations for the nine months ended September 30, 2007 was $378.2 million,
compared to $378.4 million for the nine months ended September 30, 2006. Diluted earnings per share
from continuing operations were $1.36 and $1.37 for the nine months ended September 30, 2007 and
2006, respectively.
The loss from discontinued operations, net of tax, was $16.5 million and $95.6 million for the nine
months ended September 30, 2007 and 2006, respectively. The loss on disposal of discontinued
operations for the nine months ended September 30, 2007 was $16.3 million, net of tax, compared to
$11.9 million, net of tax, for the nine months ended September 30, 2006. The 2007 loss related
primarily to the disposal of the remaining operations of the Home Décor Europe business, while the
2006 loss related mostly to the disposal of the Home Décor Europe and Cookware Europe businesses.
The loss from operations of discontinued operations for the nine months ended September 30, 2007
was $0.2 million, net of tax, compared to $83.7 million, net of tax, for the nine months ended
September 30, 2006. The 2007 loss related to the results of the remaining operations of the Home
Décor Europe business, while the 2006 loss included a $50.9 million impairment charge to write off
goodwill of the Home Décor business. Diluted loss per share from discontinued operations was $0.06
and $0.34 for the nine months ended September 30, 2007 and 2006, respectively. See Footnote 2 of
the Notes to the Condensed Consolidated Financial Statements (Unaudited) for further information.
Net income for the nine months ended September 30, 2007 was $361.7 million, compared to $282.8
million for the nine months ended September 30, 2006. Diluted earnings per share were $1.30 and
$1.03 for the nine months ended September 30, 2007 and 2006, respectively.
Business Segment Operating Results:
Net sales by segment were as follows for the nine months ended September 30, (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
% Change |
|
|
|
Cleaning, Organization & Décor |
|
$ |
1,549.0 |
|
|
$ |
1,478.9 |
|
|
|
4.7 |
% |
Office Products |
|
|
1,538.7 |
|
|
|
1,487.4 |
|
|
|
3.4 |
|
Tools & Hardware |
|
|
954.4 |
|
|
|
930.0 |
|
|
|
2.6 |
|
Other (Home & Family) |
|
|
722.7 |
|
|
|
666.5 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
Total Net Sales |
|
$ |
4,764.8 |
|
|
$ |
4,562.8 |
|
|
|
4.4 |
% |
|
|
|
|
|
|
|
Operating income by segment was as follows for the nine months ended September 30, (in millions,
except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
% Change |
|
|
|
Cleaning, Organization & Décor |
|
$ |
222.1 |
|
|
$ |
163.5 |
|
|
|
35.8 |
% |
Office Products |
|
|
228.4 |
|
|
|
207.9 |
|
|
|
9.9 |
|
Tools & Hardware |
|
|
133.2 |
|
|
|
133.1 |
|
|
|
0.1 |
|
Other (Home & Family) |
|
|
98.9 |
|
|
|
91.4 |
|
|
|
8.2 |
|
Corporate |
|
|
(61.5 |
) |
|
|
(55.9 |
) |
|
|
(10.0 |
) |
Restructuring costs |
|
|
(53.7 |
) |
|
|
(50.3 |
) |
|
|
(6.8 |
) |
|
|
|
|
|
|
|
Total Operating Income |
|
$ |
567.4 |
|
|
$ |
489.7 |
|
|
|
15.9 |
% |
|
|
|
|
|
|
|
Cleaning, Organization & Décor
Net sales for the nine months ended September 30, 2007 were $1,549.0 million, an increase of $70.1
million, or 4.7%, from $1,478.9 million for the nine months ended September 30, 2006. The
improvement was the result of high single digit sales growth in the Rubbermaid Commercial Products
business and mid single digit growth in the Rubbermaid Home Products business.
21
Operating income for the nine months ended September 30, 2007 was $222.1 million, or 14.3% of
sales, an increase of $58.6 million, or 35.8%, from $163.5 million for the nine months ended
September 30, 2006, driven by sales growth, strong gains from productivity initiatives and
favorable mix.
Office Products
Net sales for the nine months ended September 30, 2007 were $1,538.7 million, an increase of $51.3
million, or 3.4%, compared to $1,487.4 million for the nine months ended September 30, 2006. The
improvement was driven by double digit sales growth in the technology businesses, favorable foreign
currency and the pre-buy in advance of the SAP implementation during third quarter 2007.
Operating income for the nine months ended September 30, 2007 was $228.4 million, or 14.8% of
sales, an increase of $20.5 million, or 9.9%, from $207.9 million for the nine months ended
September 30, 2006. The increase in sales, coupled with favorable mix, more than offset
restructuring related inefficiencies and increased strategic SG&A investments.
Tools & Hardware
Net sales for the nine months ended September 30, 2007 were $954.4 million, an increase of $24.4
million, or 2.6%, from $930.0 million for the nine months ended September 30, 2006. The sales
improvement was attributed to growth in the Irwin and Lenox international branded tool businesses,
slightly offset by softness in the domestic tool and hardware business caused by weakness in the
U.S. residential construction market.
Operating income for the nine months ended September 30, 2007 was $133.2 million, or 14.0% of
sales, an increase of $0.1 million, or 0.1%, from $133.1 million for the nine months ended
September 30, 2006. Higher sales volumes were offset by raw material inflation, primarily in
metals.
Home & Family
Net sales for the nine months ended September 30, 2007 were $722.7 million, an increase of $56.2
million, or 8.4%, from $666.5 million for the nine months ended September 30, 2006, primarily
driven by new products and expanded distribution supported by increased investment in demand
creation activities.
Operating income for the nine months ended September 30, 2007 was $98.9 million, or 13.7% of sales,
an increase of $7.5 million, or 8.2%, from $91.4 million for the nine months ended September 30,
2006, driven by strong sales growth and gross margin expansion, partially offset by increased
investment in strategic brand building.
Liquidity and Capital Resources
Cash and cash equivalents (decreased) increased as follows for the nine months ended September 30,
(in millions):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
Cash provided by operating activities |
|
$ |
456.2 |
|
|
$ |
404.3 |
|
Cash used in investing activities |
|
|
(214.6 |
) |
|
|
(88.2 |
) |
Cash used in financing activities |
|
|
(277.4 |
) |
|
|
(296.0 |
) |
Currency rate effect on cash and cash equivalents |
|
|
4.3 |
|
|
|
1.8 |
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
$ |
(31.5 |
) |
|
$ |
21.9 |
|
|
|
|
Sources:
Historically, the Companys primary sources of liquidity and capital resources have included cash
provided by operating activities, proceeds from divestitures and use of available borrowing
facilities.
Cash provided by operating activities for the nine months ended September 30, 2007 was $456.2
million, compared to $404.3 million for the comparable period of 2006. The increase in cash
provided by operating activities was principally a result of higher net income.
On November 14, 2005, the Company entered into a $750.0 million five-year syndicated revolving
credit facility (the Revolver). On an annual basis, the Company may request an extension of the
Revolver (subject to lender approval) for additional one-year
22
periods. The Company elected to extend the Revolver for additional one-year periods in both
October 2006 and October 2007, and, as a result, the Revolver will now expire in November 2012.
All but one lender approved the 2006 and 2007 extensions. Accordingly, the Company has a $750.0
million facility through November 2010, and a $725.0 million facility from November 2010 to
November 2012. At September 30, 2007, there were no borrowings under the Revolver.
In lieu of borrowings under the Revolver, the Company may issue up to $750.0 million of commercial
paper through 2010 and $725.0 million thereafter, through 2012. The Revolver provides the committed
backup liquidity required to issue commercial paper. Accordingly, commercial paper may only be
issued up to the amount available for borrowing under the Revolver. The Revolver also provides for
the issuance of up to $100.0 million of standby letters of credit so long as there is a sufficient
amount available for borrowing under the Revolver. At September 30, 2007, there was $134.0 million
of commercial paper outstanding and no standby letters of credit issued under the Revolver.
In the nine months ended September 30, 2007, the Company received proceeds from the issuance of
debt of $354.9 million, compared to $170.3 million in the nine months ended September 30, 2006.
Proceeds in 2007 reflect the issuance of commercial paper used to fund the payment of a five-year,
$250 million, 6% fixed rate medium term note that came due on March 15, 2007.
Uses:
Historically, the Companys primary uses of liquidity and capital resources have included
acquisitions, dividend payments, capital expenditures and payments on debt.
Cash used for acquisitions was $101.5 million and $42.4 million for the nine months ended September
30, 2007 and 2006, respectively. See Footnote 12 of the Notes to the Condensed Consolidated
Financial Statements (Unaudited) for additional information related to the acquisition of Endicia
during the third quarter of 2007.
The Company made payments on notes payable and long-term debt of $474.3 million and $300.6 million
in the nine months ended September 30, 2007 and 2006, respectively. On March 15, 2007, the Company
paid-off a five-year, $250 million, 6% fixed rate note, at maturity, with available cash and
proceeds from the issuance of commercial paper. The Company made payments on commercial paper of
$88.0 million and $127.0 million in the second and third quarters of 2007, respectively.
Cash used for restructuring activities was $37.8 million and $18.5 million in the nine months ended
September 30, 2007 and 2006, respectively. These payments relate primarily to employee termination
benefits. In 2007, the Company expects to use approximately $50 million to $60 million of cash for
restructuring activities related to Project Acceleration, as the timing of certain payments,
primarily severance, has shifted from 2007 to 2008. See Footnote 3 of the Notes to the Condensed
Consolidated Financial Statements (Unaudited) for additional information.
Capital expenditures were $110.0 million and $94.1 million in the nine months ended September 30,
2007 and 2006, respectively. The increase in capital expenditures was driven primarily by
investment in the Companys SAP initiative. Capital expenditures for the full year 2007 are
expected to be in the range of $145 million to $155 million.
The Company made cash contributions of $18.4 million and $20.9 million in the nine months ended
September 30, 2007 and 2006, respectively, to fund its defined contribution plan. In addition, the
Company made a voluntary $5.4 million cash contribution to fund its pension plans in the United Kingdom
in September 2007.
Dividends paid were $176.0 million and $174.6 million in the nine months ended September 30, 2007
and 2006, respectively. Dividends for the full year 2007 are expected to approximate $235 million.
The Company used cash of $3.1 million in the nine months ended September 30, 2007 relating to the
divestiture of the Home Décor Europe and Little Tikes businesses, partially offset by the sale of
facilities in the UK and Illinois. The Company generated cash proceeds from the disposal of
noncurrent assets and sale of businesses of $48.3 million in the nine months ended September 30,
2006 relating primarily to the sale of the Companys European Cookware business.
Retained earnings increased in the nine months ended September 30, 2007 by $185.7 million. The
increase in retained earnings was primarily due to the current year net income.
Working capital (defined as current assets less current liabilities) at September 30, 2007 was
$270.7 million compared to $580.3 million at December 31, 2006. The current ratio was 1.12:1 at
September 30, 2007 and 1.31:1 at December 31, 2006.
23
Total debt to total capitalization (total debt is net of cash and cash equivalents, and total
capitalization includes total debt and stockholders equity) was 0.48:1 at September 30, 2007 and
0.52:1 at December 31, 2006.
The Company believes that cash provided from operations and available borrowing facilities will
continue to provide adequate support for the cash needs of existing businesses on a short-term
basis; however, certain events, such as significant acquisitions, could require additional external
financing on a long-term basis.
Critical Accounting Policies
There have been no significant changes to the Companys critical accounting policies since the
filing of its Form 10-K for the year ended December 31, 2006.
Goodwill and Other Indefinite-Lived Intangible Assets
In the third quarter of 2007, the Company conducted its annual test of impairment of goodwill and
indefinite-lived intangible assets. The Company evaluates goodwill and indefinite-lived intangible
assets (primarily trademarks and trade names) for impairment at the operating segment level (herein
referred to as the reporting unit). The Company conducts its annual test of impairment of goodwill
and indefinite-lived intangible assets in the third quarter because it coincides with its annual
strategic planning process. The Company also tests for impairment if events and circumstances
indicate that it is more likely than not that the fair value of a reporting unit or an
indefinite-lived intangible asset is below its carrying amount.
If the carrying amount of the reporting unit is greater than the fair value, impairment may be
present. The Company assesses the fair value of its reporting units for its goodwill and other
indefinite-lived assets generally based on discounted cash flow
models, market multiples of earnings, or an actual sales offer
received from a prospective buyer, if available. The use of a discounted cash flow model involves
several assumptions, and changes in our assumptions could materially impact our fair value
estimates. Assumptions critical to our fair value estimates under the discounted cash flow model
include: the discount rate; royalty rates used in our evaluation of trade names; projected average
revenue growth; and projected long-term growth rates in the determination of terminal values. A
one percentage point increase in the discount rate used to determine the fair values of our
reporting units, which were not deemed to be impaired based on the testing of goodwill in the third
quarter as described above, would not cause the carrying value of the respective reporting unit to
exceed its fair value.
The Company cannot predict the occurrence of events that might adversely affect the reported value
of goodwill and other intangible assets. Such events may include, but are not limited to, strategic
decisions made in response to economic and competitive conditions, the impact of the economic
environment on the Companys customer base, or a material negative change in its relationships with
significant customers.
The Company measures the amount of any goodwill impairment based upon the estimated fair value of
the underlying assets and liabilities of the reporting unit, including any unrecognized intangible
assets, and estimates the implied fair value of goodwill. An impairment charge is recognized to
the extent the recorded goodwill exceeds the implied fair value of goodwill. An impairment charge
is also recorded if the carrying amount of an indefinite-lived intangible asset exceeds the
estimated fair value on the measurement date.
No impairment charges were recorded by the Company as a result of the annual impairment testing
performed in the third quarter of 2007 and 2006.
Market Risk
The Companys market risk is impacted by changes in interest rates, foreign currency exchange rates
and certain commodity prices. Pursuant to the Companys policies, natural hedging techniques and
derivative financial instruments may be utilized to reduce the impact of adverse changes in market
prices. The Company does not hold or issue derivative instruments for trading purposes.
The Company manages interest rate exposure through its conservative debt ratio target and its mix
of fixed and floating rate debt. Interest rate swaps may be used to adjust interest rate exposures
when appropriate based on market conditions, and, for qualifying hedges, the interest differential
of swaps is included in interest expense.
24
The Companys foreign exchange risk management policy emphasizes hedging anticipated intercompany
and third party commercial transaction exposures of one-year duration or less. The Company focuses
on natural hedging techniques of the following form: 1) offsetting or netting of like foreign
currency flows, 2) structuring foreign subsidiary balance sheets with appropriate levels of debt to
reduce subsidiary net investments and subsidiary cash flows subject to conversion risk, 3)
converting excess foreign currency deposits into U.S. dollars or the relevant functional currency
and 4) avoidance of risk by denominating contracts in the appropriate functional currency. In
addition, the Company utilizes forward contracts and purchased options to hedge commercial and
intercompany transactions. Gains and losses related to qualifying hedges of commercial and
intercompany transactions are deferred and included in the basis of the underlying transactions.
Derivatives used to hedge intercompany loans are marked to market with the corresponding gains or
losses included in the Companys Condensed Consolidated Statements of Income.
The Company purchases certain raw materials, including resin, corrugate, steel, stainless steel,
aluminum and other metals, which are subject to price volatility caused by unpredictable factors.
While future movements of raw material costs are uncertain, a variety of programs, including
periodic raw material purchases, purchases of raw materials for future delivery and customer price
adjustments help the Company address this risk. Where practical, the Company uses derivatives as
part of its risk management process.
The amounts shown below represent the estimated potential economic loss that the Company could
incur from adverse changes in either interest rates or foreign exchange rates using the
value-at-risk estimation model. The value-at-risk model uses historical foreign exchange rates and
interest rates to estimate the volatility and correlation of these rates in future periods. It
estimates a loss in fair market value using statistical modeling techniques that are based on a
variance/covariance approach and includes substantially all market risk exposures (specifically
excluding equity-method investments). The fair value losses shown in the table below have no impact
on results of operations or financial condition, but are shown as an illustration of the impact of
potential adverse changes in interest and foreign currency exchange rates. The following table
indicates the calculated amounts for the nine months ended September 30, (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
2006 |
|
|
|
|
|
|
Nine Month |
|
September 30, |
|
Nine Month |
|
September 30, |
|
Confidence |
|
|
Average |
|
2007 |
|
Average |
|
2006 |
|
Level |
|
|
|
Interest rates |
|
$ |
8.3 |
|
|
$ |
8.8 |
|
|
$ |
8.2 |
|
|
$ |
7.8 |
|
|
|
95 |
% |
Foreign exchange |
|
$ |
4.2 |
|
|
$ |
5.2 |
|
|
$ |
5.5 |
|
|
$ |
5.3 |
|
|
|
95 |
% |
The 95% confidence interval signifies the Companys degree of confidence that actual losses would
not exceed the estimated losses shown above. The amounts shown here disregard the possibility that
interest rates and foreign currency exchange rates could move in the Companys favor. The
value-at-risk model assumes that all movements in these rates will be adverse. Actual experience
has shown that gains and losses tend to offset each other over time, and it is highly unlikely that
the Company could experience losses such as these over an extended period of time. These amounts
should not be considered projections of future losses, because actual results may differ
significantly depending upon activity in the global financial markets.
Forward-Looking Statements
Forward-looking statements in this Report are made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate
to, but are not limited to, information or assumptions about the effects of Project Acceleration,
sales (including pricing), income/(loss), earnings per share, operating income or gross margin
improvements, return on equity, return on invested capital, capital expenditures, working capital,
cash flow, dividends, capital structure, debt to capitalization ratios, interest rates, internal
growth rates, restructuring, impairment and other charges, potential losses on divestitures, impact
of changes in accounting standards, pending legal proceedings and claims (including environmental
matters), future economic performance, costs and cost savings (including raw material inflation,
productivity and streamlining), synergies, managements plans, goals and objectives for future
operations, performance and growth or the assumptions relating to any of the forward-looking
statements. These statements generally are accompanied by words such as intend, anticipate,
believe, estimate, project, target, plan, expect, will, should, would or similar
statements. The Company cautions that forward-looking statements are not guarantees because there
are inherent difficulties in predicting future results. Actual results could differ materially from
those expressed or implied in the forward-looking statements. Factors that could cause actual
results to differ include, but are not limited to, those matters set forth in this Report generally
and Exhibit 99.1 to this Report. Some of these factors are described as criteria for success. The
Companys failure to achieve, or limited success in achieving, these objectives could result in
actual results differing materially from those expressed or implied in the forward-looking
statements. In addition, there can be no assurance that the Company has correctly identified and
assessed all of the factors affecting the Company or that the publicly available and other
information the Company receives with respect to these factors is complete or correct.
25
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is incorporated herein by reference to the section entitled
Market Risk in the Companys Managements Discussion and Analysis of Financial Condition and
Results of Operations (Part I, Item 2).
Item 4. Controls and Procedures
As of September 30, 2007, an evaluation was performed by the Companys management, under the
supervision and with the participation of the Companys chief executive officer and chief financial
officer, of the effectiveness of the Companys disclosure controls and procedures. Based on that
evaluation, the chief executive officer and the chief financial officer concluded that the
Companys disclosure controls and procedures were effective.
There were no changes in the Companys internal control over financial reporting that occurred
during the quarter ended September 30, 2007 that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting. The Company is in the process of replacing
various business information systems worldwide with an
enterprise resource planning system from SAP. Subsequent to the end of the quarter, the pilot
implementation for the North American Office Products business successfully went live.
Implementation will continue to occur over several years in phases, primarily based on geographic
region and segment. This activity involves the migration of multiple legacy systems and users to a
common SAP information platform. In addition, this conversion will impact certain interfaces with
the Companys customers and suppliers, resulting in changes to the tools the Company uses to take
orders, procure material, schedule production, remit billings, make payments and perform other
business functions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information required under this Item is contained above in Part I. Financial Information, Item 1
and is incorporated herein by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information about the Companys purchases of equity securities during
the quarter ended September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number / |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
Value of Shares |
|
|
Total Number |
|
Average |
|
Part of Publicly |
|
that May Yet Be |
|
|
of Shares |
|
Price Paid |
|
Announced Plans or |
|
Purchased Under the |
Period |
|
Purchased(1) |
|
per Share |
|
Programs |
|
Plans or Programs |
7/1/07-7/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/1/07-8/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/07-9/30/07 |
|
|
1,473 |
|
|
$ |
25.79 |
|
|
|
|
|
|
|
|
|
Total |
|
|
1,473 |
|
|
$ |
25.79 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
None of these transactions were made pursuant to a publicly announced repurchase plan.
All shares purchased for the quarter were acquired by the Company to satisfy employees tax
withholding and payment obligations in connection with the vesting of awards of restricted stock,
which are repurchased by the Company based on their fair market value on the vesting date. |
26
Item 5. Other Information
Corporate Governance Changes
On November 7, 2007, the Board of Directors of the Company approved amendments to the Companys
By-Laws to change the voting standard for uncontested elections of directors from a plurality of
votes cast to a majority of votes cast. A majority of votes cast means that the number of votes
cast for a nominee for director must exceed the number of votes cast against that nominee in
order for him or her to be elected to the Board. In contested elections, those in which the number
of nominees exceeds the number of directors to be elected, the vote standard will continue to be a
plurality of votes cast. The Board also approved an amendment to the By-laws to reflect that the
principal office of the Company is now located in Atlanta, Georgia. The full text of the Companys
By-Laws, as amended, is set forth in Exhibit 3.1.
In order to facilitate the majority voting standard set forth in the amended By-laws, the Board of
Directors also revised the Companys Corporate Governance Guidelines. Pursuant to these revisions:
(i) the Board will only nominate incumbent directors who agree to resign (subject to Board
approval) if they fail to obtain a majority vote; (ii) upon a directors offer of resignation for
failure to obtain a majority vote, a recommendation on whether to accept the resignation will be
made to the Board by the Nominating/Governance Committee; (iii) the Board will act on the
resignation within 90 days and such action may include (A) accepting the resignation offer, (B)
deferring acceptance of the resignation offer until a replacement director with certain necessary
qualifications held by the subject director (e.g., accounting or related financial management
expertise) can be identified and elected to the Board, (C) maintaining the director but addressing
what the Board believes to be the underlying cause of the against votes, (D) maintaining the
director but resolving that the director will not be re-nominated in the future for election, or
(E) rejecting the resignation offer. Consistent with the By-laws, if an incumbent directors
resignation is accepted, or if a non-incumbent director nominee fails to be elected to the Board,
the Board may fill the resulting vacancy or may decrease the size of the Board.
2008 Deferred Compensation Plan
On November 7, 2007, the Company adopted the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan
(the 2008 Plan), effective as of January 1, 2008. The 2008 Plan provides eligible employees and
non-employee directors with the opportunity to defer portions of their base salary, incentive
compensation and director fees and, in conjunction with the Newell Rubbermaid Supplemental
Executive Retirement Plan, receive other retirement benefits. The Company, in its sole discretion,
may also make additional contributions on behalf of participants. The deferred compensation is
payable in cash at certain future dates specified by participants in accordance with the 2008 Plan
or upon the occurrence of certain events, such as death, the year after termination of employment
or as otherwise contemplated in the 2008 Plan. The amounts generally are payable in a lump sum,
but the participants can elect to receive installments if termination occurs on or after age 55.
The deferred compensation is credited with earnings, gains and losses in accordance with investment
crediting options established by the Company from time to time.
The 2008 Plan has been adopted to comply with the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended (the Code). As a result, it applies to (i) deferrals of
compensation and retirement benefits earned on and after January 1, 2008, (ii) amounts deferred on
or after January 1, 2005 and credited to either a retirement sub-account or an in-service
sub-account under the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan (the Prior Plan),
and (iii) all amounts credited to a SERP cash sub-account under the Prior Plan (regardless of when
credited). The Prior Plan will remain in effect with respect to any amounts deferred before
January 1, 2005 and credited to either a retirement sub-account or an in-service sub-account under
the Prior Plan. The Prior Plan is frozen as to future deferrals on or after January 1, 2008.
As under the Prior Plan, a participants SERP cash sub-account vests over a 10 year period
beginning at six years of credited service, at a rate equal to 10% per year. In addition, a
participants SERP cash sub-account becomes fully vested upon the earliest to occur of a
participants death, disability or 60th birthday, or a change in control of the Company.
Also, under special retirement provisions in the 2008 Plan, a participant becomes vested in his
or her SERP cash sub-account if the sum of his or her age plus years of his or her service with the
Company equals or exceeds 75. Vesting under these retirement provisions is subject to certain
requirements, such as the execution of a release and non-compete and non-solicitation agreement
with the Company, and is not applicable to a participant whose employment is terminated by the
Company for cause.
Supplemental Executive Retirement Plan
On November 7, 2007, the Company amended the Newell Rubbermaid Supplemental Executive Retirement
Plan (the SERP) effective January 1, 2008 to comply with Section 409A of the Code and for other
purposes. Currently, the SERP covers Vice
27
Presidents participating before January 1, 2004 and Presidents or above participating before
January 1, 2007. A participant becomes vested upon attainment of age 60 during employment,
involuntary termination with 15 years of service, death during employment or upon the sale of the
business of the Company employing the participant if the participant
has 15 years of service and continues
employment with the sold business. The SERP provides annuity benefits
at retirement, but no sooner than age 60 with 15 years of service. The participants SERP benefit
is a monthly benefit equal to 1/12 of 67% (or 50% for Presidents or above first participating after
December 31, 2003) of the participants average compensation for the five consecutive years in
which it was highest, reduced proportionately if years of credited service are less than 25, then
reduced (if applicable) for commencement prior to age 65. This basic SERP benefit is then reduced
by the participants monthly primary Social Security benefit, a monthly qualified pension plan
benefit amount and the equivalent monthly amount of the executives SERP cash sub-account benefit
under the Prior Plan (which will be transferred to the 2008 Plan effective January 1, 2008).
Effective January 1, 2008, the SERP is amended in the following material respects: For Presidents
or above, the SERP will pay vested SERP benefits at the same time and form of payment as the
executives SERP cash sub-account under the 2008 Plan, i.e., in a lump sum payment or annual
installments (as elected by the participant under the 2008 Plan by December 31, 2007). For Vice
Presidents, vested SERP benefits will continue to be paid as an annuity, but the SERP will commence
the annuity benefit following the participants separation from service at an age specified by the
participant, which shall be no earlier than age 60 with 15 years of service nor later than age 65
(as elected by the executive by December 31, 2007). The SERP will delay payment or commencement of
SERP benefits for six months following separation from service. Further, a participant will become
vested under the SERP upon a change in control of the Company or if the sum of his or her age plus
years of his or her service with the Company equals or exceeds 75. Vesting under these retirement
provisions is subject to certain requirements, such as the execution of a release and non-compete
and non-solicitation agreement with the Company, and is not applicable to a participant whose
employment is terminated by the Company for cause.
The foregoing description of the 2008 Plan and the SERP is qualified in its entirety by reference
to the full text of the plan documents.
Departure of Officer
On November 8, 2007, Timothy J. Jahnke, President of the Home & Family Group of Newell Rubbermaid
Inc., informed the Company that he is resigning his position effective as of
November 30, 2007. Mr. Jahnke informed the Company that he is resigning to accept a position as
the Chief Executive Officer of another company.
Item 6. Exhibits
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3.1
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By-laws of Newell Rubbermaid Inc., as amended November 7, 2007. |
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4.1
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By-laws of Newell Rubbermaid Inc., as amended November 7, 2007 (included in Exhibit 3.1). |
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31.1
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Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2
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Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99.1
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Safe Harbor Statement. |
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEWELL RUBBERMAID INC.
Registrant
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Date: November 9, 2007 |
/s/ J. Patrick Robinson
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J. Patrick Robinson |
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Chief Financial Officer |
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29
exv3w1
BY-LAWS, AS AMENDED AS OF NOVEMBER 7, 2007
As adopted by the Newell Rubbermaid Board of Directors, effective as of November 7, 2007
BY-LAWS
OF
NEWELL RUBBERMAID INC.
(a Delaware corporation)
(as amended November 7, 2007)
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware
shall be located in the City of Dover and County of Kent. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of Directors may designate or
the business of the Corporation may require from time to time.
1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be located in Atlanta,
Georgia.
ARTICLE II
STOCKHOLDERS
2.1 ANNUAL MEETING. The annual meeting of stockholders shall be held each year at such time
and date as the Board of Directors may designate prior to the giving of notice of such meeting, but
if no such designation is made, then the annual meeting of stockholders shall be held on the second
Wednesday in May of each year for the election of directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.
2.2 SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, may
be called by the Chairman, by the Board of Directors or by the President.
2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or
without the State of Delaware, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office of the
Corporation in the State of Georgia.
2.4 NOTICE OF MEETING. Written notice stating the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be
given not less than ten nor more than sixty days before the date of the meeting, or in the case of
a merger or consolidation of the Corporation requiring stockholder approval or a sale, lease or
exchange of substantially all of the Corporations property and assets, not less than twenty nor
more than sixty days before the date of meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, notice shall be deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the records of the
Corporation. When a meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than thirty days, or unless, after
adjournment, a new record date is fixed for the adjourned meeting, in either of which cases notice
of the adjourned meeting shall be given to each stockholder of record entitled to vote at the
meeting.
2.5 FIXING OF RECORD DATE. For the purpose of determining the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent (to
the extent permitted, if permitted) to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held, and the
record date for determining stockholders for any other purpose shall be the close of business on
the day on which the Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting unless the Board of Directors fixes a new record date for the
adjourned meeting.
2.6 VOTING LISTS. The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in his name, which list, for a
period of ten days prior to such meeting, shall be kept on file either at a place within the city
where the meeting is to be held and which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held, and shall be open to the
examination of any stockholder, for any purpose germane to the meeting, at any time during ordinary
business hours. Such lists shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders entitled to vote, or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
2.7 QUORUM. The holders of shares of stock of the Corporation entitled to cast a majority of
the total votes that all of the outstanding shares of stock of the Corporation would be entitled to
cast at the meeting, represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders; provided, that if less than a majority of the outstanding shares of capital stock are
represented at said meeting, a majority of the shares of capital stock so represented may adjourn
the meeting. If a quorum is present, the affirmative vote of a majority of the votes entitled to
be cast by the holders of shares of capital stock represented at the meeting shall be the act of
the stockholders, unless a different number of votes is required by the General Corporation Law,
the Certificate of Incorporation or these By-Laws. At any adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been transacted at the original
meeting. Withdrawal of stockholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.
2.8 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for such stockholder
as proxy pursuant to the foregoing sentence, a stockholder may validly grant such authority (i) by
executing a writing authorizing another person or persons to act for such stockholder as proxy or
(ii) by authorizing another person or persons to act for such stockholder as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the holder of the
proxy to receive such transmission, provided that any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was authorized by the
stockholder, or by any other means permitted under the Delaware General Corporation Law.
2.9 VOTING OF STOCK. Each stockholder shall be entitled to such vote as shall be provided in
the Certificate of Incorporation, or, absent provision therein fixing or denying voting rights,
shall be entitled to one vote per share with respect to each matter submitted to a vote of
stockholders.
2.10 VOTING OF STOCK BY CERTAIN HOLDERS. Persons holding stock in a fiduciary capacity shall
be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he has expressly empowered
the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock
and vote thereon. Stock standing in the name of another corporation, domestic or foreign, may be
voted by such officer, agent or proxy as the charter or by-laws of such corporation may prescribe
or, in the absence of such provision, as the board of directors of such corporation may determine.
Shares of its own capital stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election
of directors of such other corporation is held by the Corporation, shall neither be entitled
to vote nor counted for quorum purposes, but shares of its capital stock held by the Corporation in
a fiduciary capacity may be voted by it and counted for quorum purposes.
2.11 VOTING BY BALLOT. Voting on any question or in any election may be by voice vote unless
the presiding officer shall order or any stockholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
3.1 GENERAL POWERS. The business of the Corporation shall be managed by its Board of
Directors.
3.2 NUMBER, TENURE AND QUALIFICATION. The number of directors of the Corporation shall be not
less than ten and not more than twelve, with the exact number to be fixed from time to time by the
Board of Directors, and the term of office of each director shall be as set forth in the Restated
Certificate of Incorporation, as amended. Except as provided in the Certificate of Incorporation,
a nominee for director shall be elected to the Board of the Directors by the vote of the majority
of the votes cast with respect to that directors election at any meeting for the election of
directors at which a quorum is present; provided, however, that if the number of nominees exceeds
the number of directors to be elected as of the date that is ten days prior to the date that the
Corporation first mails its notice of meeting for such meeting to the stockholders, then the
directors shall be elected by the vote of a plurality of the votes of the shares present in person
or represented by proxy at any such meeting and entitled to vote on the election of directors. For
purpose of this Section 3.2, a majority of the votes cast means that the number of votes cast for
a director must exceed the number of votes cast against a director (with abstentions and
broker non-votes not counted as a vote case with respect to that director). A director may resign
at any time upon written notice to the Corporation. Directors need not be stockholders of the
Corporation.
3.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other
notice than this By-Law, immediately after, and at the same place as, the annual meeting of
stockholders. The Board of Directors may provide, by resolution, the time and place, either within
or without the State of Delaware, for the holding of additional regular meetings without other
notice than such resolution.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the
request of the Chief Executive Officer or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within or without the
State of Delaware, as the place for holding any special meeting of the Board of Directors called by
him or them.
3.5 NOTICE. Notice of any special meeting of directors, unless waived, shall be given, in
accordance with Section 3.6 of the By-Laws, in person, by mail, by telegram or cable,
by telephone, or by any other means that reasonably may be expected to provide similar notice.
Notice by mail and, except in emergency situations as described below, notice by any other means,
shall be given at least two (2) days before the meeting. For purposes of dealing with an emergency
situation, as conclusively determined by the director(s) or officer(s) calling the meeting, notice
may be given in person, by telegram or cable, by telephone, or by any other means that reasonably
may be expected to provide similar notice, not less than two hours prior to the meeting. If the
secretary shall fail or refuse to give such notice, then the notice may be given by the officer(s)
or director(s) calling the meeting. Any meeting of the Board of Directors shall be a legal meeting
without any notice thereof having been given, if all the directors shall be present at the meeting.
The attendance of a director at any meeting shall constitute a waiver of notice of such meeting,
and no notice of a meeting shall be required to be given to any director who shall attend such
meeting. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting.
3.6 NOTICE TO DIRECTORS. If notice to a director is given by mail, such notice shall be
deemed to have been given when deposited in the United States mail, postage prepaid, addressed to
the director at his address as it appears on the records of the Corporation. If notice to a
director is given by telegram, cable or other means that provide written notice, such notice shall
be deemed to have been given when delivered to any authorized transmission company, with charges
prepaid, addressed to the director at his address as it appears on the records of the Corporation.
If notice to a director is given by telephone, wireless, or other means of voice transmission, such
notice shall be deemed to have been given when such notice has been transmitted by telephone,
wireless or such other means to such number or call designation as may appear on the records of the
Corporation for such director.
3.7 QUORUM. Except as otherwise required by the General Corporation Law or by the Certificate
of Incorporation, a majority of the number of directors fixed by these By-Laws shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, provided that, if
less than a majority of such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice. Interested
directors may be counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof.
3.8 MANNER OF ACTING. The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
3.9 ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a meeting if all the
members of the Board or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or committee.
3.10 VACANCIES. Vacancies on the Board of Directors, newly created directorships resulting
from any increase in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, disability, resignation, retirement, disqualification, removal
from office or other cause shall be filled in accordance with the provisions of the
Certificate of Incorporation.
3.11 COMPENSATION. The Board of Directors, by the affirmative vote of a majority of directors
then in office, and irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to the Corporation as
directors, officers, or otherwise. The directors may be paid their expenses, if any, of attendance
at each meeting of the Board and at each meeting of any committee of the Board of which they are
members in such manner as the Board of Directors may from time to time determine.
3.12 PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the
Board of Directors or at a meeting of any committee of the Board at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent
to such action with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the Corporation within
24 hours after the adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
3.13 COMMITTEES. By resolution passed by a majority of the whole Board, the Board of
Directors may designate one or more committees, each such committee to consist of two or more
directors of the Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member of any meeting of the
committee. Any such committee, to the extent provided in the resolution or in these By-Laws, shall
have and may exercise the powers of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of such absent or disqualified member.
3.14 CHAIRMAN AND VICE CHAIRMEN. The Board of Directors may from time to time designate from
among its members a Chairman of the Board and one or more Vice Chairmen. The Chairman shall
preside at all meetings of the Board of Directors. In the absence of the Chairman of the Board,
the Chief Executive Officer and the President and Chief Operating Officer, and, in their absence, a
Vice Chairman (with the longest tenure as Vice Chairman), shall preside at all meetings of the
Board of Directors. The Chairman and each of the Vice Chairmen shall have such other
responsibilities as may from time to time be assigned to each of them by the Board of Directors.
ARTICLE IV
OFFICERS
4.1 NUMBER. The officers of the Corporation shall be a Chief Executive Officer, a President
and Chief Operating Officer, one or more Group Presidents (the number thereof to be determined by
the Board of Directors), one or more vice presidents (the number thereof to be determined by the
Board of Directors), a Treasurer, a Secretary and such Assistant Treasurers, Assistant Secretaries
or other officers as may be elected by the Board of Directors.
4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after each annual
meeting of stockholders. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. New offices may be created and
filled at any meeting of the Board of Directors. Each officer shall hold office until his
successor is elected and has qualified or until his earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. Election of an officer shall not of
itself create contract rights, except as may otherwise be provided by the General Corporation Law,
the Certificate of Incorporation or these By-Laws.
4.3 REMOVAL. Any officer elected by the Board of Directors may be removed by the Board of
Directors whenever in its judgement the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
4.4 VACANCIES. A vacancy in any office occurring because of death, resignation, removal or
otherwise, may be filled by the Board of Directors.
4.5 [INTENTIONALLY OMITTED.]
4.6 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the principal executive
officer of the Corporation. Subject only to the Board of Directors, he shall be in charge of the
business of the Corporation; he shall see that the resolutions and directions of the Board of
Directors are carried into effect except in those instances in which that responsibility is
specifically assigned to some other person by the Board of Directors; and, in general, he shall
discharge all duties incident to the office of the chief executive officer of the Corporation and
such other duties as may be prescribed by the Board of Directors from time to time. In the absence
of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the
Board of Directors. The Chief Executive Officer shall have authority to vote or to refrain from
voting any and all shares of capital stock of any other corporation standing in the name of the
Corporation, by the execution of a written proxy, the execution of a written ballot, the execution
of a written consent or otherwise, and, in respect to any meeting of the stockholders of such other
corporation, and, on behalf of the Corporation, may waive any notice of the calling of any such
meeting. The Chief Executive Officer or, in his absence, the President and Chief Operating
Officer, the Vice President-Finance, the Vice President-Controller, the Treasurer or such other
person as the Board of Directors or one of the preceding named officers shall
designate, shall call any meeting of the stockholders of the Corporation to order and shall
act as chairman of such meeting. In the event that no one of the Chief Executive Officer, the
President and Chief Operating Officer, the Vice President-Finance, the Vice President-Controller,
the Treasurer or a person designated by the Board of Directors or by one of the preceding named
officers, is present, the meeting shall not be called to order until such time as there shall be
present the Chief Executive Officer, the President and Chief Operating Officer, the Vice
President-Finance, the Vice President-Controller, the Treasurer or a person designated by the Board
of Directors or by one of the preceding named officers. The chairman of any meeting of the
stockholders of this Corporation shall have plenary power to set the agenda, determine the
procedure and rules of order, and make definitive rulings at meetings of the stockholders. The
Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of
the stockholders, but in the absence of the Secretary or an Assistant Secretary, the chairman of
the meeting may appoint any person to act as secretary of the meeting.
4.7 THE PRESIDENT AND CHIEF OPERATING OFFICER. The President and Chief Operating Officer
shall be the principal operating officer of the Corporation and, subject only to the Board of
Directors and to the Chief Executive Officer, he shall have the general authority over and general
management and control of the property, business and affairs of the Corporation. In general, he
shall discharge all duties incident to the office of the principal operating officer of the
Corporation and such other duties as may be prescribed by the Board of Directors and the Chief
Executive Officer from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President and Chief Operating Officer shall preside at all meetings of the
Board of Directors. In the absence of the Chief Executive Officer or in the event of his
disability, or inability to act, or to continue to act, the President and Chief Operating Officer
shall perform the duties of the Chief Executive Officer, and when so acting, shall have all of the
powers of and be subject to all of the restrictions upon the office of Chief Executive Officer.
Except in those instances in which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these By-Laws, he may execute for the Corporation certificates for its shares
(the issue of which shall have been authorized by the Board of Directors), and any contracts,
deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized, and he
may (without previous authorization by the Board of Directors) execute such contracts and other
instruments as the conduct of the Corporations business in its ordinary course requires, and he
may accomplish such execution in each case either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument. The President and Chief Operating Officer shall have
authority to vote or to refrain from voting any and all shares of capital stock of any other
corporation standing in the name of the Corporation, by the execution of a written proxy, the
execution of a written ballot, the execution of a written consent or otherwise, and, in respect of
any meeting of stockholders of such other corporation, and, on behalf of the Corporation, may waive
any notice of the calling of any such meeting.
4.8 THE GROUP PRESIDENTS. Each of the Group Presidents shall have general authority over and
general management and control of the property, business and affairs of certain businesses of the
Corporation. Each of the Group Presidents shall report to the President and Chief Operating
Officer or such other officer as may be determined by the Board of Directors or the President and
Chief Operating Officer and shall have such other duties and
responsibilities as may be assigned to him by the President and Chief Operating Officer and
the Board of Directors from time to time.
4.9 THE VICE PRESIDENTS. Each of the Vice Presidents shall report to the President and Chief
Operating Officer or such other officer as may be determined by the Board of Directors or the
President and Chief Operating Officer. Each Vice President shall have such duties and
responsibilities as from time to time may be assigned to him by the President and Chief Operating
Officer and the Board of Directors.
4.10 THE TREASURER. The Treasurer shall: (i) have charge and custody of and be responsible
for all funds and securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such monies in the name of
the Corporation in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these By-Laws; (ii) in general, perform all the
duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President and Chief Operating Officer or the Board of Directors. In the
absence of the Treasurer, or in the event of his incapacity or refusal to act, or at the direction
of the Treasurer, any Assistant Treasurer may perform the duties of the Treasurer.
4.11 THE SECRETARY. The Secretary shall: (i) record all of the proceedings of the meetings of
the stockholders and Board of Directors in one or more books kept for the purpose; (ii) see that
all notices are duly given in accordance with the provisions of these By-Laws or as required by
law; (iii) be custodian of the corporate records and of the seal of the Corporation and see that
the seal of the Corporation is affixed to all certificates for shares of capital stock prior to the
issue thereof and to all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with he provisions of these By-Laws; (iv) keep a register of
the post office address of each stockholder which shall be furnished to the Secretary by such
stockholder; (v) have general charge of the stock transfer books of the Corporation and (vi) in
general, perform all duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President and Chief Operating Officer or the Board of
Directors. In the absence of the Secretary, or in the event of his incapacity or refusal to act,
or at the direction of the Secretary, any Assistant Secretary may perform the duties of Secretary.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS. Except as otherwise determined by the Board of Directors or provided in these
By-Laws, all deeds and mortgages made by the Corporation and all other written contracts and
agreements to which the Corporation shall be a party shall be executed in its name by the Chief
Executive Officer, the President and Chief Operating Officer, or any Vice President so authorized
by the Board of Directors.
5.2 LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
5.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or other depositories
as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES OF
CAPITAL STOCK AND THEIR TRANSFER
6.1 SHARE OWNERSHIP; TRANSFERS OF STOCK. Shares of the capital stock of the Corporation may
be certificated or uncertificated. Owners of shares of the capital stock of the Corporation shall
be recorded in the books of the Corporation and ownership of such shares shall be evidenced by a
certificate or book entry notation in the books of the Corporation. If shares are represented by
certificates, such certificates shall be in such form as may be determined by the Board of
Directors. Certificates shall be signed by the Chief Executive Officer or the President and Chief
Operating Officer or any Vice President and by the Treasurer or the Secretary or an Assistant
Secretary. If any such certificate is countersigned by a transfer agent other than the Corporation
or its employee, or by a registrar other than the Corporation or its employee, any other signature
on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or registrar at the
date of issue. All certificates for shares of capital stock shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented thereby are issued,
with the number of shares and date of issue, shall be entered on the books of the Corporation.
Each certificate surrendered to the Corporation for transfer shall be cancelled and no new
certificate or other evidence of new shares shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate, a new certificate or other evidence of new shares may be issued
therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
Uncertificated shares shall be transferred in the books of the Corporation upon the written
instruction originated by the appropriate person to transfer the shares.
6.2 TRANSFER AGENTS AND REGISTERS. The Board of Directors may appoint one or more transfer
agents or assistant transfer agents and one or more registrars of transfers, and may require all
certificates for shares of capital stock of the Corporation to bear the signature of a transfer
agent and a registrar of transfers. The Board of Directors may at any time terminate the
appointment of any transfer agent or any assistant transfer agent or any registrar of transfers.
ARTICLE VII
LIABILITY AND INDEMNIFICATION
7.1 LIMITED LIABILITY OF DIRECTORS.
(a) No person who was or is a director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the duty of loyalty to the Corporation or its stockholders;
(ii) for acts of omissions not in good faith or that involve intentional misconduct or known
violation of law; (iii) under Section 174 of the General Corporation Law; or (iv) for any
transaction from which the director derived any improper personal benefit. If the General
Corporation Law is amended after the effective date of the By-Law to further eliminate or limit, or
to the effective date of this By-Law to further eliminate or limit, or to authorize further
elimination or limitation of, the personal liability of a director to this Corporation or its
stockholders shall be eliminated or limited to the full extent permitted by the General Corporation
Law, as so amended. For purposes of this By-Law, fiduciary duty as a director shall include any
fiduciary duty arising out of serving at the request of this Corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, and any liability to such other
corporation, partnership, joint venture, trust or other enterprise, and any liability to this
Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor,
or investor of or in any such other corporation, partnership, joint venture, trust or other
enterprise.
(b) Any repeal or modification of the foregoing paragraph by the stockholders of this
Corporation shall not adversely affect the elimination or limitation of the personal liability of a
director for any act or omission occurring prior to the effective date of such repeal or
modification. This provision shall not eliminate or limit the liability of a director for any act
or omission occurring prior to the effective date of this By-Law.
7.2 LITIGATION BROUGHT BY THIRD PARTIES. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative(other than an action
by or in the right of the Corporation) by reason of the fact that he is or was or has agreed to
become a director or officer of the Corporation; or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and other expenses (including attorneys fees)
(Expenses), judgements, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding and any appeal thereof if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement,
order, settlement, conviction, or plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act
in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. For purposes of this By-Law, serving
or has agreed to serve at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise shall include any service by a
director or officer of the Corporation as a director, officer, employee, agent or fiduciary of such
other corporation, partnership, joint venture trust or other enterprise, or with respect to any
employee benefit plan (or its participants or beneficiaries) of the Corporation or any such other
enterprise.
7.3 LITIGATION BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such capacity against Expenses
actually and reasonably incurred by him in connection with the investigation, defense or settlement
of such action or suit and any appeal thereof if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation and except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
Expenses as the Court of Chancery of Delaware or such other court shall deem proper.
7.4 SUCCESSFUL DEFENSE. To the extent that any person referred to in section 7.2 or 7.3 of
these By-Laws has been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to
therein or in defense of any claim, issue or matter therein, he shall be indemnified against
Expenses actually and reasonably incurred by him in connection therewith.
7.5 DETERMINATION OF CONDUCT. Any indemnification under section 7.2 or 7.3 of these By-Laws
(unless ordered by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in section 7.2 or
7.3. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum
(as defined in these By-laws) consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by
the stockholders.
7.6 ADVANCE PAYMENT. Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding and any appeal upon receipt by the Corporation of an undertaking
by or on behalf of the director or officer to repay such amount if it shall ultimately be
determined that the is not entitled to be indemnified by the Corporation.
7.7 DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. The determination of the entitlement of
any person to indemnification under section 7.2, 7.3 or 7.4 or to advancement of Expenses under
section 7.6 of these By-Laws shall be made promptly, and in any event within 60 days after the
Corporation has received a written request for payment from or on behalf of a director or officer
and payment of amounts due under such sections shall be made immediately after such determination.
If no disposition of such request is made within said 60 days or if payment has not been made
within 10 days thereafter, or if such request is rejected, the right to indemnification or
advancement of Expenses provided by this By-Law shall be enforceable by or on behalf of the
director or officer in any court of competent jurisdiction. In addition to the other amounts due
under this By-Law, Expenses incurred by or on behalf of a director or officer in successfully
establishing his right to indemnification or advancement of Expenses, in whole or in part, in any
such action (or settlement thereof) shall be paid by the Corporation.
7.8 BY-LAWS NOT EXCLUSIVE: CHANGE IN LAW. The indemnification and advancement of Expenses
provided by these By-Laws shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of Expenses may be entitled under any law (common or statutory), the
Certificate of Incorporation, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in another capacity while
holding such office, or while employed by or acting as a director or officer of the Corporation or
as a director or officer of another corporation, partnership, joint venture, trust or other
enterprise, and shall continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding
the provisions of these By-Laws, the Corporation shall indemnify or make advancement of Expenses to
any person referred to in section 7.2 or 7.3 of this By-Law to the full extent permitted under the
laws of Delaware and any other applicable laws, as they now exist or as they may be amended in the
future.
7.9 CONTRACT RIGHTS. All rights to indemnification and advancement of Expenses provided by
these By-Laws shall be deemed to be a contract between the Corporation and each director or officer
of the Corporation who serves, served or has agreed to serve in such capacity, or at the request of
the Corporation as director or officer of another corporation, partnership, joint venture, trust or
other enterprise, at any time while these By-Laws and the relevant provisions of the General
Corporation Law or other applicable law, if any, are in effect. Any repeal or modification of
these By-Laws, or any repeal or modification of relevant provisions of the Delaware General
Corporation Law or any other applicable law, shall not in any way diminish any rights to
indemnification of or advancement of Expenses to such director or officer or the obligations of the
Corporation.
7.10 INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was or has to become a director or officer of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of these By-Laws.
7.11 INDEMNIFICATION OF EMPLOYEES OR AGENTS. The Board of Directors may, by resolution,
extend the provisions of these By-Laws pertaining to indemnification and advancement of Expenses to
any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was or has agreed to
become an employee, agent or fiduciary of the Corporation or is or was serving or has agreed to
serve at the request of the Corporation as a director, officer, employee, agent or fiduciary of
another Corporation, partnership, joint venture, trust or other enterprise or with respect to any
employee benefit plan (or its participants or beneficiaries) of the Corporation or any such other
enterprise.
ARTICLE VIII
FISCAL YEAR
8.1 The fiscal year of the Corporation shall end on the thirty-first day of December in each
year.
ARTICLE IX
DIVIDENDS
9.1 The Board of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares of capital stock in the manner and upon the terms and
conditions provided by law and its Certificate of Incorporation.
ARTICLE X
SEAL
10.1 The Board of Directors shall provide a corporate seal which shall be in the form of a
circle and shall have inscribed thereon the name of the Corporation and the words Corporate Seal,
Delaware.
ARTICLE XI
WAIVER OF NOTICE
11.1 Whenever any notice whatever is required to be given under any provision of these By-Laws
or of the Certificate of Incorporation or of the General Corporation Law, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting of stockholders shall constitute
a waiver of notice of such meeting, except when the stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified in any written
waiver of notice.
ARTICLE XII
AMENDMENTS
12.1 These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any
meeting of the Board of Directors of the Corporation by a majority of the whole Board of Directors.
exv31w1
EXHIBIT 31.1
CERTIFICATION
I, Mark D. Ketchum, certify that:
1. |
|
I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2007 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. |
|
|
|
|
|
|
|
|
Date: November 9, 2007 |
/s/ Mark D. Ketchum
|
|
|
Mark D. Ketchum |
|
|
Chief Executive Officer |
|
exv31w2
EXHIBIT 31.2
CERTIFICATION
I, J. Patrick Robinson, certify that:
1. |
|
I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2007 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. |
|
|
|
|
|
|
|
|
Date: November 9, 2007 |
/s/ J. Patrick Robinson
|
|
|
J. Patrick Robinson |
|
|
Chief Financial Officer |
|
exv32w1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Newell Rubbermaid Inc. (the Company) on Form 10-Q for
the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Mark D. Ketchum, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(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/ Mark D. Ketchum
Mark D. Ketchum
Chief Executive Officer
November 9, 2007
exv32w2
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Newell Rubbermaid Inc. (the Company) on Form 10-Q for
the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, J. Patrick Robinson, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, that:
(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/ J. Patrick Robinson
J. Patrick Robinson
Chief Financial Officer
November 9, 2007
exv99w1
EXHIBIT 99.1
NEWELL RUBBERMAID INC. SAFE HARBOR STATEMENT
The Company has made statements in its Annual Report on Form 10-K for the year ended December 31,
2006, as well as in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and
the documents incorporated by reference therein that constitute forward-looking statements, as
defined by the Private Securities Litigation Reform Act of 1995. These statements are subject to
risks and uncertainties. The statements relate to, and other forward-looking statements that may
be made by the Company may relate to, but are not limited to, information or assumptions about the
effects of Project Acceleration, sales (including pricing), income/(loss), earnings per share,
return on equity, return on invested capital, capital expenditures, working capital, cash flow,
dividends, capital structure, debt to capitalization ratios, interest rates, internal growth rates,
restructuring, impairment and other charges, potential losses on divestitures, impact of changes in
accounting standards, pending legal proceedings and claims (including environmental matters),
future economic performance, operating income improvements, costs and cost savings (including raw
material inflation, productivity and streamlining), synergies, and managements plans, goals and
objectives for future operations and growth. These statements generally are accompanied by words
such as intend, anticipate, believe, estimate, project, target, plan, expect,
will, should, would or similar statements. You should understand that forward-looking
statements are not guarantees because there are inherent difficulties in predicting future results.
Actual results could differ materially from those expressed or implied in the forward-looking
statements. The factors that are discussed below, as well as the matters that are set forth
generally in the 2006 Form 10-K, the 3rd Quarter 2007 Form 10-Q and the documents incorporated by
reference therein could cause actual results to differ. Some of these factors are described as
criteria for success. Our failure to achieve, or limited success in achieving, these objectives
could result in actual results differing materially from those expressed or implied in the
forward-looking statements. In addition, there can be no assurance that we have correctly
identified and assessed all of the factors affecting the Company or that the publicly available and
other information we receive with respect to these factors is complete or correct.
The Company is subject to risks related to its dependence on the strength of retail economies in
various parts of the world.
The Companys business depends on the strength of the retail economies in various parts of the
world, primarily in North America and to a lesser extent Europe, Central and South America and
Asia. These retail economies are affected primarily by factors such as consumer demand and the
condition of the retail industry, which, in turn, are affected by general economic conditions and
specific events such as natural disasters and terrorist attacks. In recent years, the retail
industry in the U.S. and, increasingly, elsewhere has been characterized by intense competition and
consolidation among retailers. Because such competition, particularly in weak retail economies,
can cause retailers to struggle or fail, the Company must continuously monitor, and adapt to
changes in, the profitability, creditworthiness and pricing policies of its customers.
The Company is subject to intense competition in a marketplace dominated by large retailers.
The Company competes with numerous other manufacturers and distributors of consumer and commercial
products, many of which are large and well established. The Companys principal customers are
large mass merchandisers, such as discount stores, home centers, warehouse clubs and office
superstores, and commercial distributors. The rapid growth of these large mass merchandisers,
together with changes in consumer shopping patterns, have contributed to the formation of dominant
multi-category retailers that have strong negotiating power with suppliers. Current trends among
retailers include fostering high levels of competition among suppliers, demanding innovative new
products and requiring suppliers to maintain or reduce product prices and deliver products with
shorter lead times. Other trends are for retailers to import products directly from foreign
sources and to source and sell products, under their own private label brands, that compete with
products of the Company.
The combination of these market influences has created an intensely competitive environment in
which the Companys principal customers continuously evaluate which product suppliers to use,
resulting in downward pricing pressures and the need for big, consumer-meaningful brands, the
ongoing introduction and commercialization of innovative new products, continuing improvements in
customer service, and the maintenance of strong relationships with large, high-volume purchasers.
The Company also faces the risk of changes in the strategy or structure of its major retailer
customers, such as overall store and inventory reductions and retailer consolidation. The
resulting risks to the Company include possible loss of sales, reduced profitability and limited
ability to recover cost increases through price increases.
To compete successfully, the Company must develop and commercialize a continuing stream of
innovative new products that create consumer demand.
The Companys long-term success in this competitive retail environment depends on its ability to
develop and commercialize a continuing stream of innovative new products that create consumer
demand. The Company also faces the risk that its competitors will introduce innovative new
products that compete with the Companys products. The Companys strategy includes increased
investment in new product development and increased focus on innovation. There are, nevertheless,
numerous uncertainties inherent in successfully developing and commercializing innovative new
products on a continuing basis, and new product launches may not deliver expected growth results.
To compete successfully, the Company must develop and maintain big, consumer-meaningful brands.
The Companys competitive success also depends increasingly on its ability to develop and maintain
consumer-meaningful brands so that the Companys retailer customers will need the Companys
products to meet consumer demand, and big brands to provide the Company with economies of scale.
The development and maintenance of such brands requires significant investment in brand building
and marketing initiatives. While the Company is substantially increasing its expenditures for
advertising and other brand building and marketing initiatives, the increased investment may not
deliver the anticipated results.
Price increases in raw materials could harm the Companys financial results.
The Company purchases some raw materials, including resin, glass, corrugate, steel, gold, zinc,
brass and aluminum, which are subject to price volatility and inflationary pressure. The Company
attempts to reduce its exposure to increases in those costs through a variety of programs,
including periodic purchases, future delivery purchases, long-term contracts and sales price
adjustments. Where practical, the Company uses derivatives as part of its risk management process.
Raw material price increases may offset productivity gains and could materially impact the
Companys financial results.
The Companys success depends on its ability to continuously improve productivity and streamline
operations.
The Companys success depends on its ability to continuously improve its manufacturing
efficiencies, reduce supply chain costs and streamline non-strategic SG&A expenses in order to
produce products at a best-cost position and free up money for investment in innovation and brand
building. Project Acceleration includes the closure of approximately one-third of the Companys 64
manufacturing facilities (adjusted for the divestiture of Little Tikes and Home Décor Europe)
between the periods January 1, 2006 and December 31, 2009. In addition, the Company is exploring
ways to best leverage its functional capabilities such as Human Resources, Information Technology,
Customer Service, Supply Chain and Finance in order to improve efficiency and reduce costs. The
Company runs the risk that Project Acceleration and other corporate initiatives aimed at
streamlining and cost reduction may not be completed substantially as planned, may be more costly
to implement than expected, or may not have the positive effects anticipated, or that other major
productivity and streamlining programs may be required after such projects are completed. In
addition, disruptions in the Companys ability to supply products on a timely basis, which may be
incidental to any problems in the execution of Project Acceleration, could adversely affect the
Companys future results.
The Companys ability to make strategic acquisitions and to integrate its acquired businesses is an
important factor in the Companys future growth.
Although the Company has in recent years increasingly emphasized internal growth rather than growth
by acquisition, the Companys ability to continue to make strategic acquisitions and to integrate
the acquired businesses successfully, obtaining anticipated cost savings and operating income
improvements within a reasonable period of time, remain important factors in the Companys future
growth. Furthermore, the cost of any future major acquisitions could constrain the Companys
access to capital and increase the Companys borrowing costs.
The Company is subject to risks related to its international operations.
Foreign operations, especially in Europe, but also in Asia, Central and South America and Canada,
are important to the Companys business. The Company is expanding from a U.S.-centric business
model to one that includes international growth as an increasing
focus. In addition, as the Company increasingly sources products in low-cost countries,
particularly in the Far East, it is exposed to additional risks and uncertainties. Foreign
operations can be affected by factors such as currency devaluation, other currency fluctuations,
tariffs, nationalization, exchange controls, interest rates, limitations on foreign investment in
local business and other political, economic and regulatory risks and difficulties. The Company
also faces risks due to the transportation and logistical complexities inherent in increased
reliance on foreign sourcing.
The Company faces challenges and uncertainties as it transforms into a company that grows through
consumer-meaningful brands and new product innovation.
The Company is undergoing a transformation from a portfolio-holding company that grew through
acquisitions to a focused group of leadership platforms that generate internal growth driven by
consumer-meaningful brands and new product innovation. Such a transformation will require
significant investment in brand-building, marketing and product development and the development of
the right methods for understanding how consumers interact with the Companys brands and categories
and measuring the effectiveness of advertising and promotion spending. Although the process is
well underway, there remain significant challenges and uncertainties.
Complications in connection with the Companys current information system initiative may impact its
results of operations, financial condition and cash flows.
The Company is in the process of replacing various business information systems worldwide with an
enterprise resource planning system from SAP. The pilot implementation for the North American
Office Products business successfully went live October 1, 2007. Implementation will continue to
occur over several years in phases, primarily based on geographic region and segment. This
activity involves the migration of multiple legacy systems and users to a common SAP information
platform. Throughout this process, the Company is changing the way it conducts business and
employees roles in processing and utilizing information. In addition, this conversion will impact
certain interfaces with the Companys customers and suppliers, resulting in changes to the tools we
use to take orders, procure material, schedule production, remit billings, make payments and
perform other business functions. Based upon the complexity of this initiative, there is risk that
the Company will be unable to complete the implementation in accordance with its timeline and will
incur additional costs, the implementation could result in operating inefficiencies, and the
implementation could impact the Companys ability to perform necessary business transactions. All
of these risks could adversely impact the Companys results of operations, financial condition and
cash flows.
Impairment charges could have a material adverse effect on the Companys financial results.
Future events may occur that would adversely affect the reported value of the Companys assets and
require impairment charges. Such events may include, but are not limited to, strategic decisions
made in response to changes in economic and competitive conditions, the impact of the economic
environment on the Companys customer base, the unfavorable resolution of litigation, including
patent infringement litigation involving PSI Systems, Inc., or a material adverse change in the
Companys relationship with significant customers or business partners.
Product liability claims or regulatory actions could adversely affect the Companys financial
results or harm its reputation or the value of its end-user brands.
Claims for losses or injuries purportedly caused by some of the Companys products arise in the
ordinary course of the Companys business. In addition to the risk of substantial monetary
judgments, product liability claims or regulatory actions could result in negative publicity that
could harm the Companys reputation in the marketplace or the value of its end-user brands. The
Company could also be required to recall possibly defective products, which could result in adverse
publicity and significant expenses. Although the Company maintains product liability insurance
coverage, potential product liability claims are subject to a self-insured retention or could be
excluded under the terms of the policy.