e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2006
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO
FEE REQUIRED] |
For the transition period from to
Commission file number 1-4188
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
NEWELL RUBBERMAID INC. EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
NEWELL RUBBERMAID INC.
10B GLENLAKE PARKWAY
SUITE 300
ATLANTA, GA 30328
TABLE OF CONTENTS
REQUIRED INFORMATION
Financial Statements: The following financial statements are filed as part of this
annual report and appear immediately after the signature page hereof:
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Statement of Financial Condition |
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2. |
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Statement of Changes in Plan Equity |
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3. |
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Notes to Financial Statements |
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Exhibits.
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The following exhibit is filed as a part of this annual report: |
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Exhibit 23.1 Consent of Ernst & Young LLP |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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Newell Rubbermaid Inc. Employee Stock Purchase Plan |
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Date April 12, 2007 |
/s/ Thomas E. Clarke
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Thomas E. Clarke |
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Chair of Organizational Development &
Compensation
Committee |
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Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Financial Statements
For the period August 1, 2006 (date of inception) through December 31,
2006 with Report of Independent Auditors
Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Financial Statements
For the period August 1, 2006 (date of inception) through December 31, 2006
Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements |
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Statement of Financial Condition |
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2 |
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Statement of Changes in Plan Equity |
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Notes to Financial Statements |
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the Newell Rubbermaid Inc. Employee Stock Purchase
Plan
We have audited the accompanying statement of financial condition of the Newell Rubbermaid Inc.
Employee Stock Purchase Plan (Plan) as of December 31, 2006, and the related statement of changes
in plan equity for the period August 1, 2006 (date of inception) through December 31, 2006. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of the Newell Rubbermaid Inc. Employee Stock Purchase Plan at
December 31, 2006, and the changes in its plan equity for the period from August 1, 2006 (date of
inception) through December 31, 2006 in conformity with accounting with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
April 16, 2007
1
Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Statement of Financial Condition
December 31, 2006
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Assets |
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Due from Newell Rubbermaid for participant contributions |
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220,984 |
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Liabilities and Equity |
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Obligations to purchase Newell Rubbermaid Inc. common stock
or issue refunds |
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$ |
220,984 |
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Plan equity |
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$ |
220,984 |
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See accompanying notes.
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Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Statement of Changes in Plan Equity
From August 1, 2006 (date of inception) through December 31, 2006
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Plan equity at beginning of year |
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$ |
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Additions: |
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Participant contributions |
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294,880 |
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Plan Sponsor contributions |
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17,087 |
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Total additions |
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311,967 |
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Deductions: |
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Amounts refunded |
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3,147 |
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Purchase of and distributions to participants of common
shares |
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87,836 |
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Increase in obligation to purchase common shares or issue
refunds |
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220,984 |
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Total deductions |
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311,967 |
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Plan equity at end of year |
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$ |
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See accompanying notes.
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Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Notes to Financial Statements
December 31, 2006
1. Description of Plan
The following description of the Newell Rubbermaid Inc. Employee Stock Purchase Plan, as amended,
(the Plan) provides only general information. Participants should refer to the text of the Plan
document and the Plan prospectus for a complete description of the Plans provisions. Newell
Rubbermaid Inc. (the Company) is the Plan sponsor (the Sponsor). The Plan was effective August 1,
2006.
The Plan was adopted by the Company on February 8, 2006, and approved by stockholders on May 9,
2006, to encourage eligible employees to have a greater financial investment in the Company through
the purchase of shares of the Companys $1.00 par value per share common stock (common shares) at a
5% discount through payroll deductions.
An individual is eligible to participate in the Plan if (i) he or she is an employee of the Company
or a U.S. affiliate of the Company, (ii) the employee customarily works more than 20 hours per week
for more than five months per year and (iii) the employee has been employed by the Company or the
affiliate for at least 30 days.
Shares of common stock will be offered for sale under the Plan during three-month offering periods
that begin on the first business day coincident with or next following each January 1st,
April 1st, July 1st and October 1st, except that the first
offering period began on August 1, 2006 and lasted for two months. Participation in the Plan is
effective as of the offering period that starts on or immediately after the participants
enrollment date.
A participant may authorize payroll deductions in any multiple of 1%-15% of their regular cash
earnings in each offering period. Payroll deductions will be made on an after-tax basis.
Contributions are held by the Sponsor and reported in the participant accounts. All contributions
are fully vested.
At the end of each offering period, participant contributions are used to purchase shares of common
stock. The purchase price for the shares will be 95% of the closing price of the common stock on
the New York Stock Exchange as of the last business day of the offering period. The number of
common shares purchased is calculated on a per participant basis by dividing the contributions made
by each participant during the offering period by the purchase price. Any amounts that are
insufficient to purchase a whole common share are applied to purchase shares in the next offering
period.
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Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
Employer contributions represent the discount or aggregate difference between the market price of
the common shares on the day the common shares are acquired and the discount purchase price
established at the end of the offering.
The common shares purchased on behalf of each participant are held in a stock account maintained
for the participant under the Plan. Subject to certain limitations set forth in the Plan, a
participant may request a distribution of these shares at any time.
Participants may withdraw from the Plan at any time and elect either to have accumulated payroll
deductions refunded or have them used to purchase shares of common stock at the end of the offering
period.
The Company has reserved 5,000,000 common shares for purchase by participants under the Plan.
The Board of Directors of the Company can amend, suspend or terminate the Plan at any time.
2. Summary of Accounting Policies
Accounting Method
The accounting method records of the Plan are maintained on the accrual basis. Common shares are
purchased after the end of each offering period and accounted for in the respective offering
periods.
Expenses
Newell Rubbermaid pays the administrative expenses of the Plan.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
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Newell Rubbermaid Inc.
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
3. Distributions
A summary of the common shares purchased and distributed during the period August 1, 2006 (date of
inception) through December 31, 2006 is as follows:
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Participant |
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Beginning |
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Contributions, |
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Employer |
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Acquired |
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Ending |
Plan Assets |
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net of Refunds |
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Contributions |
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Total |
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Stock |
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Plan Assets |
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$ |
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291,733 |
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$ |
17,087 |
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$ |
308,820 |
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($87,836 |
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$ |
220,984 |
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On October 3, 2006, 3,033 shares of common stock were purchased for $28.96 per share. In
January 2007, the Company purchased 7,496 net shares for approximately $29.23 per share.
4. Federal Income Taxes
The Plan is intended to be an employee stock purchase plan within the meaning of Section 423 of the
Internal Revenue Code. Accordingly, participants will not recognize taxable income and no deduction
will be allowable to the Company upon either a participants enrollment in the Plan or the purchase
of shares on a participants behalf.
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exv23w1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Newell Rubbermaid Inc.
We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No.
333-135152) pertaining to the Newell Rubbermaid Inc. Employee Stock Purchase Plan, as amended, of
our report dated April 16, 2007, with respect to the financial statements of the Newell Rubbermaid
Inc. Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the period ended
December 31, 2006.
/s/ Ernst & Young LLP
Chicago, Illinois
April 16, 2007