Newell Rubbermaid Inc. 2014 Annual Report: Annual Report on Form 10-K and Selected Shareholder Information
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.
(in millions, except percentages)
Multi-Product Offering
Foreign Operations
Raw Materials and Sourced Finished Goods
Recovery of Accounts Receivable
Inventory Reserves
Business Combinations
Goodwill and Other Indefinite-Lived Intangible Assets
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)
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
Time-Based Restricted Stock Units
Performance-Based Restricted Stock Units
Stock Plans
shares 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
www.newellrubbermaid.com
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