Newell Rubbermaid Inc. 2014 Annual Report: Annual Report ...s1.q4cdn.com/122517005/files/doc_financials/annual_reports/2014/... · Newell Rubbermaid Inc. 2014 Annual Report: Annual

Newell Rubbermaid Inc. 2014 Annual Report:

Annual Report on Form 10-K and Selected Shareholder Information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K ANNUAL REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

COMMISSION FILE NUMBER 1-9608

NEWELL RUBBERMAID INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 36-3514169

(State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

Three Glenlake Parkway 30328

Atlanta, Georgia (Zip Code) (Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 418-7000 Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS Common Stock, $1 par value per share

NAME OF EACH EXCHANGE ON WHICH REGISTERED New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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 No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer Accelerated Filer

Non-Accelerated Filer Smaller Reporting Company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

There were 268.5 million shares of the Registrant’s Common Stock outstanding (net of treasury shares) as of January 31, 2015. The aggregate market value of the shares of Common Stock (based upon the closing price on the New York Stock Exchange on June 30, 2014) beneficially owned by non-affiliates of the Registrant was approximately $8.4 billion. For purposes of the foregoing calculation only, which is required by Form 10-K, the Registrant has included in the shares owned by affiliates those shares owned by directors and officers of the Registrant, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.

* * *

DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be held May 12, 2015 are incorporated by reference into Part III of this Annual Report on Form 10-K.

Website Access to Securities and Exchange Commission Reports

www.newellrubbermaid.com

Business Model

Where To Play

5 Ways To Win

Writing

Home Solutions

Tools

Commercial Products

Baby & Parenting

(in millions, except percentages)

Multi-Product Offering

Foreign Operations

Raw Materials and Sourced Finished Goods

Backlog

Seasonal Variations

Patents and Trademarks

Customers/Competition

in alphabetical order

Environmental Matters

Research and Development

Employees

(in millions, except per share data)

(in millions, except per share data)

Project Renewal

(amounts in millions):

One Newell Rubbermaid

in millions, except percentages







(in millions)

Sources

Uses

in number of days

in millions


(in millions):

Sales Recognition

Customer Programs

Recovery of Accounts Receivable

Inventory Reserves

Business Combinations

Goodwill and Other Indefinite-Lived Intangible Assets

Capitalized Software Costs

Other Long-Lived Assets

Product Liability Reserves

Legal and Environmental Reserves

Income Taxes

Pensions and Other Postretirement Benefits

• Discount rates:

• Health care cost trend rate:

• Expected return on plan assets:

• Mortality rates:

• Rate of compensation increase:

in millions

Pension plan assets and obligations, net:

Other postretirement benefit obligations:

in millions

(in millions)

(in millions)

Restructuring


Interest Rates

Foreign Currency Exchange Rates

Commodity Prices

Financial Instruments

(in millions)

Value at Risk


(Amounts in millions, except per share data)

See Notes to Consolidated Financial Statements.

(Amounts in millions)


(Amounts in millions, except par values)






Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

Revenue from Contracts with Customers.Accounting Standard Codification 605 — Revenue Recognition

Ignite

bubba

Baby Jogger

in millions

in millions

in millions

Project Renewal

in millions

in millions

(in millions)

Total Restructuring Costs

in millions

in millions

in millions

in millions

in millions

in millions

in millions

(in millions)

in millions

in millions

in millions

in millions

in millions

Lease Commitments

in millions



Current Allocation in millions

in millions

Investment Strategy

Expected Long-term Rate of Return on Plan Assets


in millions

in millions

in millions

in millions, except per share data

Stock Options

Time-Based Restricted Stock Units

Performance-Based Restricted Stock Units

Stock Plans

shares in millions

(in millions)

shares and aggregate intrinsic value in millions

shares in millions

in millions

in millions

in millions

in millions

in millions

in millions

in millions

in millions

(in millions)

in millions

in millions

Recall of Harness Buckles on Select Car Seats

Environmental Matters

Other Matters

(in millions)

(in millions)

Michael T. Cowhig 2*

Chairman of the Board Former President, Global Technical and Manufacturing (Retired) — The Procter & Gamble Company

Michael B. PolkPresident and Chief Executive Officer — Newell Rubbermaid

Thomas E. Clarke 2, 4*, 5

President of Innovation — Nike, Inc.

Kevin C. Conroy 3, 4

President, Digital and Enterprise Development — Univision Communications, Inc.

Scott S. Cowen 2, 4, 5*

President Emeritus — Tulane University

Elizabeth Cuthbert-Millett 3, 4

Adjunct Professor, School of Environment and Natural Resources — University of Wyoming

Domenico De Sole 3, 4

Chairman — Tom Ford International

Cynthia A. Montgomery 1, 2, 3*

Timken Professor of Business Administration – Harvard University Graduate School of Business

Christopher D. O’Leary 3, 4

Executive Vice President and Chief Operating Officer, International — General Mills, Inc.

Jose Ignacio Perez-Lizaur 1, 3

Executive Vice President, Operations (Retired) — Sam’s Club division of Wal-Mart Stores, Inc.

Steven J. Strobel 1*, 2, 5

Chief Financial Officer — Hill-Rom Holdings, Inc.

Michael A. Todman 1, 5

Vice Chairman — Whirlpool Corporation

Raymond G. Viault 1, 5

Vice Chairman (Retired) — General Mills, Inc.

Board of Directors

1 Audit Committee2 Executive Committee3 Nominating/Governance Committee4 Organizational Development &

Compensation Committee5 Finance Committee* Denotes committee chair

Michael B. PolkPresident and Chief Executive Officer

William A. Burke IIIChief Operating Officer

Paula S. LarsonChief Human Resources Officer

John K. StipancichChief Financial Officer and General Counsel and Corporate Secretary

Mark S. TarchettiChief Development Officer

Common Stock Price Performance GraphThe following common stock price performance graph compares the yearly change in the Company’s

cumulative total stockholder returns on its common stock during the years 2010 through 2014 with the

cumulative total return of the Standard & Poor’s 500 Index and the Dow Jones Consumer Goods Index,

assuming an investment of $100 on December 31, 2009, and the reinvestment of dividends.

2009 2010 2011 2012 2013 2014

Newell Rubbermaid Inc. S&P 500 Index DJ Consumer Goods Index

COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN

$0

$50

$100

$150

$200

$250

$300

2009 2010 2011 2012 2013 2014

Newell Rubbermaid Inc. $100 $122.70 $110.98 $156.47 $232.96 $279.37

S&P 500 Index $100 $115.06 $117.49 $136.30 $180.44 $205.14

DJ Consumer Goods Index $100 $119.50 $130.01 $146.66 $191.47 $214.65

SHAREHOLDER INFORMATIONAdditional copies of this annual report, Newell

Rubbermaid’s Form 10-K and proxy statement

data and other information about Newell Rubbermaid

are available without charge upon request.

CONTACT INFORMATIONAll requests and inquiries should be directed to:

Newell Rubbermaid Inc.

Investor Relations

3 Glenlake Parkway

Atlanta, GA 30328

(800) 424-1941

[email protected]


ANNUAL MEETING OF STOCKHOLDERSThe annual meeting of stockholders will

Newell Rubbermaid Inc.

Corporate Headquarters

3 Glenlake Parkway

Atlanta, GA 30328

Phone: (770) 418-7000

STOCKHOLDER ACCOUNT MAINTENANCECommunications concerning the transfer of shares,

duplicate mailings or change of address should be

directed to the Transfer Agent and Registrar:

Computershare Investor Services

P.O. Box 30170

College Station, TX 77842-3170

(877) 233-3006

(312) 360-5217

www.computershare.com/investor

This annual report should be read in conjunction

with Newell Rubbermaid’s 2015 annual meeting proxy

statement and the 2014 Form 10-K. Copies of the

proxy statement and Form 10-K may be obtained

online at www.newellrubbermaid.com.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERSThe Company’s common stock is listed on the New York

there were 10,872 stockholders of record. The following

table sets forth the high and low sales prices of the

Composite Tape for the calendar periods indicated:

2014 2013

Quarters High High

First $32.54 $29.14 $26.1 1 $21.72

Second 31 .61 28.27 28.47 24.90

Third 35.25 30.85 27.97 24.32

Fourth 38.73 31 . 14 32.54 26.29

The Company has paid regular cash dividends on its

common stock since 1947. For 2014, the Company paid a

quarter and $0.17 per share in each of the second, third

and fourth quarters. For 2013, the Company paid a

quarterly cash dividend of $0.15 per share. The payment

of dividends to holders of the Company’s common stock

remains at the discretion of the Board of Directors and

will depend upon many factors, including the Company’s

other factors the Board of Directors deems relevant.

In February 2015, the Company’s Board of Directors

approved a 12% increase in the quarterly dividend from

$0.17 per share to $0.19 per share, effective with the

quarterly dividend payable in March 2015.

FORWARD-LOOKING STATEMENT

events and outcomes, such as our business outlook and

objectives, in this annual report. All such statements are

data and business plans available as of the date of this

annual report, which may become out-of-date or

forward-looking statements as a result of new information,

future events or other factors. Forward-looking statements

are inherently uncertain and investors must recognize that

expectations. Risks and uncertainties that could cause

results to differ from expectations are detailed in Item 1A

of Newell Rubbermaid’s Annual Report on Form 10-K for

Shareholder Information

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NEWELL RUBBERMAID INC.3 GLENLAKE PARKWAY, ATLANTA, GA 30328


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Newell Rubbermaid Inc. 2014 Annual Report: Annual Report ...s1.q4cdn.com/122517005/files/doc_financials/annual_reports/2014/... · Newell Rubbermaid Inc. 2014 Annual Report: Annual