Edgar Filing: NEWELL RUBBERMAID INC

NWL-9.30.2011-10Q

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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, 2011

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 incorporation or organization)	(I.R.S. Employer Identification No.)

Three Glenlake Parkway

Atlanta, Georgia 30328

(Address of principal executive offices)

(Zip Code)

(770) 418-7000

(Registrant’s 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 R No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o

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:



Large accelerated filer R	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(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 Exchange Act). Yes o No R

Number of shares of common stock outstanding (net of treasury shares) as of September 30, 2011: 289.5 million.

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TABLE OF CONTENTS




PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	42
Item 4. Controls and Procedures	42
PART II. OTHER INFORMATION	43
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 6. Exhibits	44
SIGNATURES	45

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEWELL RUBBERMAID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions, except per share data)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	1,549.9		$	1,465.5		$	4,369.4		$	4,216.7
Cost of products sold	970.6			902.1			2,720.8			2,605.6
GROSS MARGIN	579.3			563.4			1,648.6			1,611.1
Selling, general and administrative expenses	383.4			372.6			1,122.0			1,052.6
Impairment charges	382.6			—			382.6			—
Restructuring costs	5.5			16.2			12.3			53.3
OPERATING (LOSS) INCOME	(192.2		)	174.6			131.7			505.2
Nonoperating expenses:
Interest expense, net	21.8			30.3			65.0			95.5
Losses related to extinguishments of debt	—			218.6			4.8			218.6
Other expense (income), net	6.0			(3.5		)	11.0			(9.6		)
Net nonoperating expenses	27.8			245.4			80.8			304.5
(LOSS) INCOME BEFORE INCOME TAXES	(220.0		)	(70.8		)	50.9			200.7
Income tax benefit	(53.6		)	(99.1		)	(2.0		)	(14.1		)
(LOSS) INCOME FROM CONTINUING OPERATIONS	(166.4		)	28.3			52.9			214.8
(Loss) income from discontinued operations, net of tax	(11.2		)	—			(8.1		)	2.3
NET (LOSS) INCOME	$	(177.6	)	$	28.3		$	44.8		$	217.1
Weighted average shares outstanding:
Basic	290.8			273.3			294.2			278.7
Diluted	290.8			301.0			296.8			308.1
Earnings per share:
Basic:
(Loss) income from continuing operations	$	(0.57	)	$	0.10		$	0.18		$	0.77
(Loss) income from discontinued operations	(0.04		)	—			(0.03		)	0.01
Net (loss) income	$	(0.61	)	$	0.10		$	0.15		$	0.78
Diluted:
(Loss) income from continuing operations	$	(0.57	)	$	0.09		$	0.18		$	0.70
(Loss) income from discontinued operations	(0.04		)	—			(0.03		)	0.01
Net (loss) income	$	(0.61	)	$	0.09		$	0.15		$	0.70
Dividends per share	$	0.08		$	0.05		$	0.21		$	0.15

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL RUBBERMAID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except par values)



	September 30, 2011			December 31, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	138.9		$	139.6
Accounts receivable, net	985.9			997.9
Inventories, net	873.2			701.6
Deferred income taxes	164.5			179.2
Prepaid expenses and other	126.4			113.7
TOTAL CURRENT ASSETS	2,288.9			2,132.0
PROPERTY, PLANT AND EQUIPMENT, NET	537.3			529.3
GOODWILL	2,359.0			2,749.5
OTHER INTANGIBLE ASSETS, NET	663.4			648.3
OTHER ASSETS	363.2			346.2
TOTAL ASSETS	$	6,211.8		$	6,405.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	522.9		$	472.5
Accrued compensation	121.6			190.2
Other accrued liabilities	627.9			698.2
Short-term debt	236.9			135.0
Current portion of long-term debt	266.4			170.0
TOTAL CURRENT LIABILITIES	1,775.7			1,665.9
LONG-TERM DEBT	1,811.3			2,063.9
OTHER NONCURRENT LIABILITIES	726.0			770.0
STOCKHOLDERS’ EQUITY:
Preferred stock, authorized shares, 10.0 at $1.00 par value	0			0
None issued and outstanding
Common stock, authorized shares, 800.0 at $1.00 par value	306.4			307.2
Outstanding shares, before treasury:
2011 – 306.4
2010 – 307.2
Treasury stock, at cost:	(430.7		)	(425.7		)
Shares held:
2011 – 16.9
2010 – 16.7
Additional paid-in capital	592.3			568.2
Retained earnings	2,040.5			2,057.3
Accumulated other comprehensive loss	(613.2		)	(605.0		)
STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO PARENT	1,895.3			1,902.0
STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS	3.5			3.5
TOTAL STOCKHOLDERS’ EQUITY	1,898.8			1,905.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,211.8		$	6,405.3

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL RUBBERMAID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)



	Nine Months Ended
	September 30,
	2011			2010
OPERATING ACTIVITIES:
Net income	$	44.8		$	217.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	121.1			130.2
Impairment charges	382.6			—
Loss on disposal of discontinued operations	13.9			—
Losses related to extinguishments of debt	4.8			218.6
Deferred income taxes	12.1			(3.0		)
Non-cash restructuring (benefits) costs	(1.5		)	5.2
Stock-based compensation expense	28.4			27.8
Other, net	13.2			19.7
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	5.1			(107.5		)
Inventories	(188.1		)	(141.2		)
Accounts payable	55.4			118.7
Accrued liabilities and other	(212.0		)	(107.7		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	279.8			377.9
INVESTING ACTIVITIES:
Acquisitions and acquisition-related activity	(20.0		)	(1.5		)
Capital expenditures	(151.2		)	(108.1		)
Proceeds from sales of businesses and other non-current assets	39.0			9.4
Other	(7.2		)	(2.0		)
NET CASH USED IN INVESTING ACTIVITIES	(139.4		)	(102.2		)
FINANCING ACTIVITIES:
Short-term borrowings, net	98.9			189.6
Proceeds from issuance of debt, net of debt issuance costs	3.3			547.3
Payments for settlement of warrants	—			(279.5		)
Proceeds from settlement of call options	—			346.6
Repurchase of shares of common stock	(24.4		)	(500.1		)
Payments on and for the settlement of notes payable and debt	(150.8		)	(610.6		)
Cash consideration paid for exchange of convertible notes (1)	(3.1		)	(53.0		)
Cash dividends	(61.6		)	(40.8		)
Other, net	(4.5		)	(3.7		)
NET CASH USED IN FINANCING ACTIVITIES	(142.2		)	(404.2		)
Currency rate effect on cash and cash equivalents	1.1			3.7
DECREASE IN CASH AND CASH EQUIVALENTS	(0.7		)	(124.8		)
Cash and cash equivalents at beginning of period	139.6			278.3
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	138.9		$	153.5

(1)

Consideration provided in connection with the convertible note exchanges in March 2011 and September 2010 consisted of cash as well as issuance of shares of the Company’s common stock, which issuance is not included in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010. See Footnote 6 of the Notes to Condensed Consolidated Financial Statements for further information.

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL RUBBERMAID INC. AND SUBSIDIARIES

NOTES 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 (“SEC”) and do not include all the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and the results of operations. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements, and the footnotes thereto, included in the Company’s latest Annual Report on Form 10-K.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales and operating income in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the first quarter. Historically, the Company has earned more than 60% of its annual operating income during the second and third quarters of the year. The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis. In addition, the Company has historically generated more than 65% of its operating cash flow in the second half of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, and credit terms provided to customers. Accordingly, the Company’s results for the three and nine months ended September 30, 2011 may not necessarily be indicative of the results that may be expected for the full year ending December 31, 2011.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. Additionally, ASU 2011-05 eliminates the option to present comprehensive income and its components as part of the statement of stockholders’ equity. ASU 2011-05 will be effective for the Company’s interim and annual periods beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position.

In September 2011, the FASB issued ASU 2011-08 "Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment," which amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this is the case, a more detailed two-step goodwill impairment test will need to be performed which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of ASU 2011-08 to have a material impact on the Company's financial statements.

Other recently issued ASUs were assessed and determined to be either not applicable or are expected to have a minimal impact on the Company’s consolidated financial position and results of operations.

Venezuelan Operations

The Company considers Venezuela a highly inflationary economy. Accounting standards require the functional currency of foreign operations operating in highly inflationary economies to be the same as the reporting currency of the Company. Accordingly, the functional currency of the Company’s Venezuelan operations is the U.S. Dollar. The Company’s Venezuelan operations had approximately $40.0 million of net monetary assets denominated in Bolivar Fuertes as of September 30, 2011, which are subject to changes in value based on changes in the Transaction System for Foreign Currency Denominated Securities (“SITME”) rate. Foreign currency exchange through the SITME is allowed within a specified band of 4.5 to 5.3 Bolivar Fuerte to U.S. Dollar, but most of the exchanges have been executed at the rate of 5.3 Bolivar Fuerte to U.S. Dollar. During the three and nine months ended September 30, 2011, the Company’s Venezuelan operations generated less than 1% of consolidated net sales.

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Footnote 2 — Discontinued Operations

On July 1, 2011, the Company sold its hand torch and solder business to an affiliate of Worthington Industries, Inc. ("Worthington") for cash consideration of $51.0 million, $8.0 million of which were held in escrow. If and when the relevant conditions are resolved and the escrow is released, the Company will recognize the $8.0 million held in escrow as income in discontinued operations in the Company's financial statements. The cash consideration paid in connection with the transaction provided for settlement of all claims involving the Company’s litigation with Worthington referenced in Footnote 16. In connection with the sale of the business, the Company transferred net assets with a carrying value of approximately $11.1 million to Worthington, representing property, plant and equipment, certain intangible assets, and net working capital. The Company allocated $35.2 million of the Hardware global business unit's goodwill to the hand torch and solder business on a relative fair value basis as of July 1, 2011, and the $35.2 million of goodwill was written-off in connection with the sale. The Company retained approximately $13.0 million of accounts receivable associated with the hand torch and solder business that resulted from sales prior to July 1, 2011.

Pursuant to a Transition Services Agreement between the Company and Worthington, the Company provided certain sales, distribution, information technology, accounting and finance services to Worthington through September 30, 2011.

The following table provides a summary of amounts included in discontinued operations for the hand torch and solder business (in millions):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net sales	$	2.8		$	21.9	$	58.8		$	73.2
Income from operations, net of income tax expense (benefit) of $2.0 and $(0.1) for the three months ended September 30, 2011 and 2010, respectively, and income tax expense of $3.4 and $0.7 for the nine months ended September 30, 2011 and 2010, respectively	$	4.0		$	—	$	7.1		$	2.3
Loss on disposal, including income tax expense of $1.3 for the three and nine months ended September 30, 2011	(15.2		)	—		(15.2		)	—
(Loss) income from discontinued operations, net of tax	$	(11.2	)	$	—	$	(8.1	)	$	2.3

Footnote 3 — Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)

In August 2011, the Company announced a $300.0 million three-year share repurchase program (the "SRP"). Under the SRP, the Company may repurchase its own shares of common stock through a combination of a 10b5-1 automatic trading plan, discretionary market purchases or in privately negotiated transactions. The SRP is authorized to run for a period of three years ending in August 2014. During the three months ended September 30, 2011, the Company repurchased approximately 1.9 million shares pursuant to the SRP for $24.4 million, and such shares were immediately retired.

On August 2, 2010, the Company entered into an accelerated stock buyback program (the “ASB”) with Goldman, Sachs & Co. (“Goldman Sachs”). Under the ASB, on August 10, 2010, the Company paid Goldman Sachs an initial purchase price of $500.0 million, and Goldman Sachs delivered to the Company approximately 25.8 million shares of common stock. The final number of shares that the Company purchased under the ASB was determined based on the average of the daily volume-weighted average share prices of the Company’s common stock from August 11, 2010 until March 21, 2011, subject to certain adjustments. Based on a calculated per share price of $17.95, Goldman Sachs delivered approximately 2.0 million additional shares to the Company on March 24, 2011 in connection with the completion of the ASB, and such shares were immediately retired.

The following table displays the components of accumulated other comprehensive loss as of September 30, 2011 (in millions):



	Foreign Currency Translation Loss			Unrecognized Pension & Other Postretirement Costs, net of tax			Derivative Hedging Income (Loss), net of tax			Accumulated Other Comprehensive Loss
Balance at December 31, 2010	$	(179.4	)	$	(425.4	)	$	(0.2	)	$	(605.0	)
Current period change	(24.7		)	15.3			1.2			(8.2		)
Balance at September 30, 2011	$	(204.1	)	$	(410.1	)	$	1.0		$	(613.2	)

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Comprehensive income (loss) amounted to the following (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net (loss) income	$	(177.6	)	$	28.3		$	44.8		$	217.1
Foreign currency translation	(79.5		)	78.8			(24.7		)	1.0
Unrecognized pension and other postretirement costs, net of tax expense of $1.5 and $4.7 for the three and nine months ended September 30, 2011, respectively, and tax expense (benefit) of $0.7 and $(4.6) for the three and nine months ended September 30, 2010, respectively, and including translation effects	4.2			(1.0		)	15.3			15.8
Derivative hedging gain (loss), net of tax expense of $1.1 and $0.8 for the three and nine months ended September 30, 2011, respectively, and tax (benefit) expense of $(0.7) and $0.3 for the three and nine months ended September 30, 2010, respectively	3.1			(1.4		)	1.2			(0.3		)
Comprehensive (loss) income (1)	$	(249.8	)	$	104.7		$	36.6		$	233.6


(1)	Comprehensive income (loss) attributable to noncontrolling interests was not material for disclosure purposes.

Footnote 4 — Restructuring Costs

European Transformation Plan

In June 2010, the Company announced a program to simplify and centralize its European business (the “European Transformation Plan”). The European Transformation Plan includes initiatives designed to transform the European organizational structure and processes to centralize certain operating activities, improve performance, leverage the benefits of scale and to contribute to a more efficient and cost effective implementation of an enterprise resource planning program in Europe, all with the aim of increasing operating income margin in the European region to at least 10%.

The European Transformation Plan is expected to be completed in 2012 and is expected to result in cumulative restructuring charges totaling between $40 and $45 million, substantially all of which are employee-related cash costs, including severance, retirement, and other termination benefits and relocation costs. The Company expects the European Transformation Plan to be complete by December 31, 2012.

The following table depicts the restructuring charges incurred in connection with the European Transformation Plan (in millions):



	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011		Since inception through September 30, 2011
	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011		Since inception through September 30, 2011
Restructuring charges	$	5.5	$	12.3	$	12.3

Restructuring charges incurred under the European Transformation Plan during the three and nine months ended September 30, 2010 were not material.

Restructuring provisions were determined based on estimates prepared at the time the restructuring actions were approved by management, are periodically updated for changes and also include amounts recognized as incurred. The following table depicts the activity in accrued restructuring reserves for the European Transformation Plan for the nine months ended September 30, 2011 (in millions):



	December 31, 2010							September 30, 2011
	Balance		Provision		Costs Incurred			Balance
Employee severance, termination benefits and relocation costs	$	—	$	10.1	$	(3.5	)	$	6.6
Exited contractual commitments and other	—		2.2		(0.8		)	1.4
	$	—	$	12.3	$	(4.3	)	$	8.0

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Project Acceleration

In 2010, the Company completed a global initiative referred to as Project Acceleration aimed at strengthening and transforming the Company’s portfolio. Project Acceleration was designed to reduce manufacturing overhead, better align the Company’s distribution and transportation processes to achieve logistical excellence, and reorganize the Company’s overall business structure to align with the Company’s core organizing concept, the global business unit, to achieve best total cost. The table below summarizes the restructuring costs recognized for Project Acceleration restructuring activities for the periods indicated (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Facility and other exit costs	$	—	$	3.3	$	—	$	5.0
Employee severance, termination benefits and relocation costs	—		8.0		—		40.2
Exited contractual commitments and other	—		4.9		—		8.1
	$	—	$	16.2	$	—	$	53.3

A summary of activity in accrued restructuring reserves for the nine months ended September 30, 2011 is as follows (in millions):



	December 31, 2010							September 30, 2011
	Balance		Provision		Costs Incurred			Balance
Employee severance, termination benefits and relocation costs	$	22.2	$	—	$	(18.5	)	$	3.7
Exited contractual commitments and other	11.3		—		(3.7		)	7.6
	$	33.5	$	—	$	(22.2	)	$	11.3

The following table depicts the activity in accrued restructuring reserves for the nine months ended September 30, 2011 aggregated by reportable business segment (in millions):



	December 31, 2010							September 30, 2011
Segment	Balance		Provision		Costs Incurred			Balance
Home & Family	$	4.0	$	—	$	(2.8	)	$	1.2
Office Products	11.1		—		(7.9		)	3.2
Tools, Hardware & Commercial Products	4.8		—		(1.1		)	3.7
Corporate	13.6		—		(10.4		)	3.2
	$	33.5	$	—	$	(22.2	)	$	11.3

The table below shows restructuring costs recognized for all restructuring activities for the periods indicated, aggregated by reportable business segment (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
Segment	2011		2010		2011		2010
Home & Family	$	—	$	3.5	$	—	$	9.9
Office Products	—		6.0		—		17.2
Tools, Hardware & Commercial Products	—		2.3		—		5.8
Corporate	5.5		4.4		12.3		20.4
	$	5.5	$	16.2	$	12.3	$	53.3

Cash paid for all restructuring activities was $6.0 million and $26.5 million for the three and nine months ended September 30, 2011, respectively, and $18.3 million and $49.6 million for the three and nine months ended September 30, 2010, respectively.

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Footnote 5 — 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, 2011		December 31, 2010
Materials and supplies	$	157.6	$	116.8
Work in process	130.4		101.0
Finished products	585.2		483.8
	$	873.2	$	701.6

Footnote 6 — Debt

The following is a summary of outstanding debt (in millions):



	September 30, 2011			December 31, 2010
Medium-term notes	$	1,636.3		$	1,623.0
Term loan	—			150.0
Convertible notes	0.1			17.5
Junior convertible subordinated debentures	436.7			436.7
Commercial paper	33.0			34.0
Receivables facility	200.0			100.0
Other debt	8.5			7.7
Total debt	2,314.6			2,368.9
Short-term debt	(236.9		)	(135.0		)
Current portion of long-term debt	(266.4		)	(170.0		)
Long-term debt	$	1,811.3		$	2,063.9

Interest Rate Swaps

As of September 30, 2011, the Company was party to a fixed-for-floating interest rate swap designated as a fair value hedge. The interest rate swap relates to $250.0 million of the principal amount of the medium-term notes and results in the Company effectively paying a floating rate of interest on the medium-term notes subject to the interest rate swap. During the three months ended September 30, 2011, the Company, at its option, terminated and settled certain interest rate swaps related to an aggregate $750.0 million principal amount of medium-term notes with original maturity dates ranging between March 2012 and April 2013. The Company received cash proceeds of $22.7 million from counterparties as settlement for the interest rate swaps. Under the relevant authoritative guidance, gains resulting from the early termination of interest rate swaps are deferred and amortized as adjustments to interest expense over the remaining period of the debt originally covered by the interest rate swaps. The cash received from the termination of the interest rate swaps is included in operating activities in accrued liabilities and other in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011.

The medium-term note balances at September 30, 2011 and December 31, 2010 include mark-to-market adjustments of $35.4 million and $42.3 million, respectively, to record the fair value of the hedges of the fixed-rate debt, and the mark-to-market adjustments had the effect of increasing the reported value of the medium-term notes. The unamortized amount as of September 30, 2011 associated with the termination of the interest rate swaps, $20.2 million, is included in the value of the medium-term notes. Compared to the stated rates of the underlying medium-term notes, the interest rate swaps, including amortization of settled interest rate swaps, had the effect of reducing interest expense by $7.6 million and $8.5 million for the three months ended September 30, 2011 and 2010, respectively, and by $24.1 million and $24.3 million for the nine months ended September 30, 2011 and 2010, respectively.

Medium-term Notes

As of September 30, 2011, the current portion of long-term debt includes $250.0 million principal amount of the 6.75% senior notes due March 2012.

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Term Loan

In September 2008, the Company entered into a $400.0 million credit agreement whereby the Company received an unsecured three-year term loan in the amount of $400.0 million (the “Term Loan”). During the three months ended September 30, 2011, the Company repaid the remaining $150.0 million outstanding principal amount of the Term Loan based on the maturity date.

Convertible Notes

In September 2010, the Company completed an exchange of newly issued shares of common stock and cash for $324.7 million of the $345.0 million outstanding principal amount of the Convertible Notes (the “Exchange Offer”). In the aggregate, the Company paid approximately $52.0 million in cash and issued approximately 37.7 million shares of the Company’s common stock for $324.7 million principal amount of the Convertible Notes validly offered for exchange by the holders pursuant to the Exchange Offer.

In March 2011, the Company completed exchanges of newly issued shares of common stock and cash for an additional $20.0 million outstanding principal amount of Convertible Notes. The Company paid approximately $3.1 million in cash and issued approximately 2.3 million shares of the Company’s common stock for the $20.0 million principal amount of Convertible Notes. The Company determined that the fair value of total consideration (including cash) paid to the holders of Convertible Notes, using the fair market value of common stock at settlement, was $47.4 million. In accordance with the applicable authoritative accounting guidance, the Company determined the fair value of the liability component of the Convertible Notes received, with the residual value representing the equity component. The excess of the fair value of the liability component, or $21.8 million, over the carrying value of the Convertible Notes exchanged, $17.3 million, was recognized as a loss related to the extinguishment of debt during the nine months ended September 30, 2011. Including the write-off of unamortized issuance costs, the Company recorded a pretax loss of $4.8 million, which is included in loss related to extinguishment of debt in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2011. Further, the value of shares issued increased stockholders’ equity by $44.3 million, and the value of the equity component of the Convertible Notes received and extinguished reduced stockholders’ equity by $25.6 million during the nine months ended September 30, 2011. During the nine months ended September 30, 2011, in addition to the March 2011 exchanges, the Company also exchanged an additional $0.2 million principal amount of the Convertible Notes generally based on the same terms and conditions as offered to the holders of the Convertible Notes in previous exchanges. As of September 30, 2011, $0.1 million principal amount of the Convertible Notes remained outstanding.

Junior Convertible Subordinated Debentures

In 1997, a 100% owned finance subsidiary (the “Subsidiary”) of the Company issued 10.0 million shares of 5.25% convertible preferred securities (the “Preferred Securities”). Each of these Preferred Securities is convertible into 0.9865 of a share of the Company’s common stock. As of September 30, 2011, the Company fully and unconditionally guarantees the 8.4 million shares of the Preferred Securities issued by the Subsidiary that were outstanding as of that date, which are callable at 100% of the liquidation preference of $421.2 million. The proceeds received by the Subsidiary from the issuance of the Preferred Securities were invested in the Company’s 5.25% Junior Convertible Subordinated Debentures (the “Debentures”), which mature on December 1, 2027. The Preferred Securities are mandatorily redeemable upon the repayment of the Debentures at maturity or upon acceleration of the Debentures. As of September 30, 2011, the Company has not elected to defer interest payments on the $436.7 million of outstanding Debentures.

Receivables-Related Borrowings

In September 2011, the Company renewed its 364-day receivables facility that provides for borrowings of up to $200.0 million such that it will expire in September 2012 (the “Receivables Facility”). Under this facility, the Company and certain operating subsidiaries (collectively, “the Originators”) sell their receivables to a financing subsidiary as the receivables are originated. The financing subsidiary is wholly owned by the Company and is the owner of the purchased receivables and the borrower under the facility. The assets of the financing subsidiary are restricted as collateral for the payment of debt or other obligations arising under the facility, and the financing subsidiary’s assets and credit are not available to satisfy the debts and obligations owed to the Company’s or any other Originator’s creditors. The Company includes the financing subsidiary’s assets, liabilities and results of operations in its consolidated financial statements. The Receivables Facility requires, among other things, that the Company maintain certain interest coverage and total indebtedness to total capital ratios, and the Company was in compliance with such requirements as of September 30, 2011. As of September 30, 2011, the financing subsidiary owned $598.8 million of outstanding accounts receivable, and these amounts are included in accounts receivable, net in the Company’s Condensed Consolidated Balance Sheet at September 30, 2011. As of September 30, 2011, the Company had outstanding borrowings of $200.0 million under the facility at a weighted average rate of 0.9%, which have been classified as short-term borrowings.

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Revolving Credit Facility and Commercial Paper

The Company currently has a $665.0 million syndicated revolving credit facility which expires in November 2012 (the “Revolver”). At September 30, 2011, there were no borrowings under the Revolver. The Revolver permits the Company to borrow funds on a variety of interest rate terms. The Revolver requires, among other things, that the Company maintain certain interest coverage and total indebtedness to total capital ratios, as defined in the agreement. The Revolver also limits the amount of indebtedness subsidiaries may incur. As of September 30, 2011, the Company was in compliance with the provisions of the agreement governing the Revolver.

In lieu of borrowings under the Revolver, the Company may issue up to $665.0 million of commercial paper. The Revolver provides the committed backup liquidity required to issue commercial paper. Accordingly, commercial paper may be issued only up to the amount available for borrowing under the Revolver. As of September 30, 2011 and December 31, 2010, the Company had outstanding commercial paper obligations of $33.0 million and $34.0 million, respectively. 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. There were no standby letters of credit issued or outstanding under the Revolver as of September 30, 2011.

Footnote 7 — Goodwill and Other Intangible Assets, Net

A summary of changes in the Company's goodwill by reportable business segment as of and for the nine months ended September 30, 2011 is as follows (in millions):



Segment	December 31, 2010 Balance		Acquisitions		Impairment Charges			Other Adjustments⁽¹⁾			Foreign Currency		September 30, 2011 Balance
Home & Family	$	662.6	$	—	$	(305.5	)	$	—		$	5.9	$	363.0
Office Products	1,135.7		6.0		—			—			1.0		1,142.7
Tools, Hardware & Commercial Products	951.2		—		(64.7		)	(35.2		)	2.0		853.3
	$	2,749.5	$	6.0	$	(370.2	)	$	(35.2	)	$	8.9	$	2,359.0

(1) Represents goodwill allocated to discontinued operations for the hand torch and solder business sold during the three months ended September 30, 2011.

The Company performed its annual impairment tests of goodwill and indefinite-lived intangibles as of the first day of the Company's third quarter of 2011 because it coincided with the Company's annual strategic planning process. The Company recorded non-cash impairment charges of $382.6 million, principally related to goodwill impairments in the Company's Baby & Parenting and Hardware global business units. The impairments generally resulted from declines in sales projections relative to previous estimates due to economic and market factors based in large part on actual declines in sales in the first six months of 2011, which adversely impacted projected operating income margins and net cash flows for these global business units. The decline in anticipated future cash flows adversely affected the estimated fair value of the global business units and resulted in the estimated fair value of the Baby & Parenting and Hardware global business units being less than their net assets (including goodwill). In addition to goodwill impairments, the Company recorded $12.4 million of non-cash impairment charges relating to impairments of trade-names and other assets. See Footnote 13 for further details.

Footnote 8 — Derivatives

The use of financial instruments, including derivatives, exposes the Company to market risk related to changes in interest rates, foreign currency exchange rates and commodity prices. The Company enters into interest rate swaps related to debt obligations with initial maturities ranging from five to ten years. The Company uses interest rate swap agreements to manage its interest rate exposure and to achieve a desired proportion of variable and fixed-rate debt. These derivatives are designated as fair value hedges based on the nature of the risk being hedged. The Company also uses derivative instruments, such as forward contracts, to manage the risk associated with the volatility of future cash flows denominated in foreign currencies and changes in fair value resulting from changes in foreign currency exchange rates. The Company’s foreign exchange risk management policy generally emphasizes hedging transaction exposures of one-year duration or less and hedging foreign currency intercompany financing activities with derivatives with maturity dates of one year or less. The Company uses derivative instruments to hedge various foreign exchange exposures, including the following: (i) variability in foreign currency-denominated cash flows, such as the hedges of inventory purchases for products produced in one currency and sold in another currency and (ii) currency risk associated with foreign currency-denominated operating assets and liabilities, such as forward contracts and other instruments that hedge cash flows associated with intercompany financing activities. Additionally, the Company purchases certain raw materials which are subject

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to price volatility caused by unpredictable factors. Where practical, the Company uses derivatives as part of its commodity risk management process. The Company reports its derivative positions in the Condensed Consolidated Balance Sheets on a gross basis and does not net asset and liability derivative positions with the same counterparty. The Company monitors its positions with, and the credit quality of, the financial institutions that are parties to its financial transactions.

Derivative instruments are accounted for at fair value. The accounting for changes in the fair value of a derivative depends on the intended use and designation of the derivative instrument. For a derivative instrument that is designated and qualifies as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is initially reported as a component of accumulated other comprehensive income (loss) (“AOCI”), net of tax, and is subsequently reclassified into earnings when the hedged transaction affects earnings. The ineffective portion of the gain or loss is recognized in current earnings. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized currently in earnings, and such amounts were not material for the three and nine months ended September 30, 2011 and 2010.

The following table summarizes the Company’s outstanding derivative instruments and their effects on the Condensed Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010 (in millions):



		Assets					Liabilities
Derivatives designated as hedging instruments	Balance Sheet Location	September 30, 2011		December 31, 2010		Balance Sheet Location	September 30, 2011		December 31, 2010
Interest rate swaps	Other noncurrent assets	$	35.4	$	42.3	Other noncurrent liabilities	$	—	$	—
Foreign exchange contracts on inventory-related purchases	Prepaid expenses and other	1.3		1.4		Other accrued liabilities	—		2.0
Foreign exchange contracts on intercompany borrowings	Prepaid expenses and other	—		1.2		Other accrued liabilities	0.5		—
Total assets		$	36.7	$	44.9	Total liabilities	$	0.5	$	2.0

The fair values of outstanding derivatives that are not designated as hedges for accounting purposes were not material as of September 30, 2011 and December 31, 2010.

The Company is not a party to any derivatives that require collateral to be posted prior to settlement. During the three months ended September 30, 2011, the Company, at its option, terminated certain interest rate swap contracts that were previously accounted for as fair value hedges. See Footnote 6 for further details.

Fair Value Hedges

The following table presents the pretax effects of derivative instruments designated as fair value hedges on the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (in millions):



Derivatives in fair value relationships	Location of gain (loss) recognized in income	Amount of gain (loss) recognized in income
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2011			2010			2011			2010
Interest rate swaps	Interest expense, net	$	16.6		$	20.2		$	15.8		$	55.8
Fixed-rate debt	Interest expense, net	$	(16.6	)	$	(20.2	)	$	(15.8	)	$	(55.8	)

The Company did not realize any ineffectiveness related to fair value hedges during the three and nine months ended September 30, 2011 and 2010.

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Cash Flow Hedges

The following table presents the pretax effects of derivative instruments designated as cash flow hedges on the Company’s Condensed Consolidated Statements of Operations and AOCI for the three and nine months ended September 30, 2011 and 2010 (in millions):



Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income	Amount of gain (loss) reclassified from AOCI into income
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2011			2010			2011			2010
Foreign exchange contracts on inventory-related purchases	Cost of products sold	$	(1.5	)	$	(0.4	)	$	(6.2	)	$	(0.6	)
Foreign exchange contracts on intercompany borrowings	Interest expense, net	(0.3		)	0.2			(0.6		)	0.4
		$	(1.8	)	$	(0.2	)	$	(6.8	)	$	(0.2	)



Derivatives in cash flow hedging relationships	Location of gain (loss) recognized in income	Amount of gain (loss) recognized in AOCI
		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2011		2010			2011			2010
Foreign exchange contracts on inventory-related purchases	Cost of products sold	$	2.5	$	(2.8	)	$	(4.5	)	$	(0.8	)
Foreign exchange contracts on intercompany borrowings	Interest expense, net	2.9		(3.8		)	0.8			2.3
		$	5.4	$	(6.6	)	$	(3.7	)	$	1.5

The Company did not realize any ineffectiveness related to cash flow hedges during the three and nine months ended September 30, 2011 and 2010.

The Company estimates that during the next 12 months it will reclassify gains of approximately $0.9 million included in the pretax amount recorded in AOCI as of September 30, 2011 into earnings, as the anticipated cash flows occur.

Footnote 9 — Employee Benefit and Retirement Plans

The following table presents the components of the Company’s pension cost, including supplemental retirement plans, for the three months ended September 30, (in millions):



	U.S.						International
	2011			2010			2011			2010
Service cost-benefits earned during the period	$	1.1		$	1.0		$	1.4		$	1.3
Interest cost on projected benefit obligation	12.4			12.7			6.2			7.0
Expected return on plan assets	(14.9		)	(14.4		)	(6.6		)	(6.4		)
Amortization of prior service cost and actuarial loss	4.3			3.2			0.2			0.5
Net periodic pension cost	$	2.9		$	2.5		$	1.2		$	2.4

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The following table presents the components of the Company’s pension cost, including supplemental retirement plans, for the nine months ended September 30, (in millions):



	U.S.						International
	2011			2010			2011			2010
Service cost-benefits earned during the period	$	3.3		$	3.1		$	4.4		$	4.1
Interest cost on projected benefit obligation	37.1			38.0			19.6			21.2
Expected return on plan assets	(44.7		)	(43.1		)	(20.8		)	(19.2		)
Curtailment and settlement costs	—			—			2.1			—
Amortization of prior service cost and actuarial loss	13.0			9.5			0.8			1.6
Net periodic pension cost	$	8.7		$	7.5		$	6.1		$	7.7

The following table presents the components of the Company’s 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,
	2011			2010			2011			2010
Service cost-benefits earned during the period	$	0.3		$	0.4		$	0.9		$	1.1
Interest cost on projected benefit obligation	2.1			2.3			6.3			6.9
Amortization of prior service benefit and actuarial loss, net	(0.3		)	(0.4		)	(0.9		)	(1.1		)
Net other postretirement benefit costs	$	2.1		$	2.3		$	6.3		$	6.9

The Company made a cash contribution to the Company-sponsored profit sharing plan of $17.6 million and $17.1 million during the nine months ended September 30, 2011 and 2010, respectively.

Footnote 10 — Income Taxes

The Company’s income tax expense and resulting effective tax rate are based upon the respective estimated annual effective tax rates applicable for the respective periods adjusted for the effects of items required to be treated as discrete to the period, including adjustments to write down deferred tax assets determined not to be realizable due to the vesting or cancellation of equity-based compensation awards, changes in tax laws, changes in estimated exposures for uncertain tax positions, and other items. The Company’s effective tax rate for the three and nine months ended September 30, 2011 was impacted by $76.2 million of tax benefits associated with impairment charges recorded during the periods. The Company's tax benefit was favorably impacted by $28.2 million and $49.0 million in the three and nine months ended September 30, 2011, respectively, associated with the realization of unrecognized tax benefits, including interest and penalties, due to the expiration of various worldwide statutes of limitation. The effective tax rate for the three and nine months ended September 30, 2011 was also favorably impacted by a change in the geographical mix in earnings.

The Company’s effective tax rate for the three and nine months ended September 30, 2010 was favorably impacted by $63.6 million due to the reversal of certain tax reserves. During the three months ended September 30, 2010, the Company settled its 2005 and 2006 U.S. federal income tax return examinations, including all issues that were at Appeals, and as part of this settlement, entered into binding closing agreements relating to specific issues under examination resulting in a reduction to the Company's unrecognized tax benefits in the amount of $63.6 million, including relevant penalties and interest. In addition, the Company's effective tax rate for the nine months ended September 30, 2010 was favorably impacted by $8.2 million due to the reversal of certain tax reserves upon resolution of a tax examination and was adversely affected by $6.7 million due primarily to the write-off of deferred tax assets determined not to be realizable upon the vesting of restricted stock. Moreover, the tax rate for the nine months ended September 30, 2010 was adversely impacted by the expiration of certain U.S. tax incentives, including credits for the certain research and development activities.

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Footnote 11 — 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,
	2011			2010		2011			2010
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(166.4	)	$	28.3	$	52.9		$	214.8
(Loss) income from discontinued operations	(11.2		)	—		(8.1		)	2.3
Net (loss) income	$	(177.6	)	$	28.3	$	44.8		$	217.1
Dividends and equivalents for share-based awards expected to be forfeited	—			—		0.1			0.1
Net (loss) income for basic earnings per share	$	(177.6	)	$	28.3	$	44.9		$	217.2
Effect of Preferred Securities (1)	—			—		—			—
Net (loss) income for diluted earnings per share	$	(177.6	)	$	28.3	$	44.9		$	217.2
Denominator for basic and diluted earnings per share:
Weighted-average shares outstanding	290.8			270.2		291.1			275.6
Share-based payment awards classified as participating securities (2)	—			3.1		3.1			3.1
Denominator for basic earnings per share	290.8			273.3		294.2			278.7
Dilutive securities (3)	—			2.9		2.3			2.5
Convertible Notes (4)	—			15.4		0.3			17.0
Warrants (5)	—			9.4		—			9.9
Preferred Securities (1)	—			—		—			—
Denominator for diluted earnings per share	290.8			301.0		296.8			308.1
Basic earnings per share:
(Loss) income from continuing operations	$	(0.57	)	$	0.10	$	0.18		$	0.77
(Loss) income from discontinued operations	(0.04		)	—		(0.03		)	0.01
Net (loss) income	$	(0.61	)	$	0.10	$	0.15		$	0.78
Diluted earnings per share:
(Loss) income from continuing operations	$	(0.57	)	$	0.09	$	0.18		$	0.70
(Loss) income from discontinued operations	(0.04		)	—		(0.03		)	0.01
Net (loss) income	$	(0.61	)	$	0.09	$	0.15		$	0.70

(1)

The Preferred Securities are anti-dilutive for each of the three and nine months ended September 30, 2011 and 2010, and therefore have been excluded from diluted earnings per share. Had the Preferred Securities been included in the diluted earnings per share calculation, net income for each of the three-month periods ended September 30, 2011 and 2010 would be increased by $3.5 million and net income for each of the nine-month periods ended September 30, 2011 and 2010 would be increased by $10.5 million. Weighted-average shares outstanding would be increased by 8.3 million shares for all periods presented.


(2)	Share-based payment awards classified as participating securities are anti-dilutive for the three months ended September 30, 2011 and therefore have been excluded from basic and diluted earnings per share calculations. Had these securities been included, the weighted-average shares outstanding would be increased by 3.3 million for the three months ended September 30, 2011.

(3)

Dilutive securities include “in the money” options, non-participating restricted stock units and performance stock units. The weighted-average shares outstanding exclude the effect of approximately 19.3 million stock options and other securities and 12.2 million stock options for the three months ended September 30, 2011 and 2010, respectively, and 12.1 million and 12.6 million stock options for the nine months ended September 30, 2011 and 2010, respectively, because such securities were anti-dilutive.

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(4)

The Convertible Notes were dilutive to the extent the average price during the period was greater than $8.61, the conversion price of the Convertible Notes, and the Convertible Notes are only dilutive for the “in the money” portion of the Convertible Notes that could be settled with the Company’s stock. The Convertible Notes were dilutive for the three and nine month periods ended September 30, 2011 and 2010, as the average price of the Company’s common stock during these periods was greater than $8.61. As disclosed in Footnote 6 of the Notes to Condensed Consolidated Financial Statements, substantially all of the remaining outstanding principal amount of the Convertible Notes was extinguished in March 2011, and as such, dilution for the three and nine months ended September 30, 2011 takes into consideration the period of time the Convertible Notes were outstanding. The Convertible Notes will not meaningfully impact diluted average shares outstanding in subsequent periods because the maximum amount of shares required to settle the “in the money” portion of the $0.1 million principal amount of the Convertible Notes outstanding as of September 30, 2011 is not material.


(5)	The warrant transaction was settled during September 2010 and as such the warrants did not impact diluted average shares outstanding in periods subsequent thereto. The warrants were dilutive for the three and nine months ended September 30, 2010, as the average price of the Company’s common stock during those periods was greater than $11.59, the exercise price of the warrants.

Footnote 12 — Stock-Based Compensation

The Company accounts for stock-based compensation pursuant to certain authoritative guidance which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the requisite service period for awards expected to vest. The Company recognized $11.7 million and $9.0 million of pretax stock-based compensation during the three months ended September 30, 2011 and 2010, respectively, and $28.4 million and $27.8 million during the nine months ended September 30, 2011 and 2010, respectively.

In determining the fair value of stock options granted during the nine months ended September 30, 2011, the Company utilized its historical 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, 2011 (shares in millions):



	Shares		Weighted Average Exercise Price		Exercisable at Period End	Aggregate Intrinsic Value Exercisable
Outstanding at December 31, 2010	16.3		$	22	8.9	$	1.5
Granted	1.0		19
Forfeited / expired	(1.3	)	23
Outstanding at September 30, 2011	16.0		$	21	10.2	$	2.2

The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the nine months ended September 30, 2011 (shares in millions):



	Shares		Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2010	5.2		$	13
Granted	2.4		17
Vested	(0.8	)	21
Forfeited	(0.2	)	13
Outstanding at September 30, 2011	6.6		$	13

During the nine months ended September 30, 2011, the Company awarded 0.5 million performance stock units which entitle recipients to shares of the Company’s stock at the end of a three-year vesting period if specified market conditions are achieved (“PSUs”). The PSUs entitle recipients to shares of common stock equal to 0% up to 200% of the number of units granted at the vesting date depending on the level of achievement of the specified market and service conditions. As of September 30, 2011, 2.2 million PSUs were outstanding, and based on performance through September 30, 2011, recipients of PSUs would be entitled to 0.9 million shares at the vesting date. The PSUs are included in the preceding table as if the participants earn shares equal to 100% of the units granted.

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During the nine months ended September 30, 2011, the Company awarded 0.7 million performance stock units which entitle the recipient to shares of the Company's stock if specified market and service conditions are achieved. The performance stock units vest no earlier than two years from the date of grant and no later than seven years from the date of grant. Based on performance through September 30, 2011, the market conditions have not been achieved. The 0.7 million performance stock units are included in the preceding table as granted during the nine months ended September 30, 2011 and as outstanding as of September 30, 2011.

Footnote 13 — Fair Value Disclosures

Recurring Fair Value Measurements

The following tables present the Company’s non-pension financial assets and liabilities which are measured at fair value on a recurring basis (in millions):



Description	Fair Value as of September 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Money market fund investments (1)	$	—	$	—	$	—	$	—
Investment securities, including mutual funds (2)	15.3		7.1		8.2		—
Interest rate swaps	35.4		—		35.4		—
Foreign currency derivatives	1.3		—		1.3		—
Total	$	52.0	$	7.1	$	44.9	$	—
Liabilities
Foreign currency derivatives	$	0.5	$	—	$	0.5	$	—
Total	$	0.5	$	—	$	0.5	$	—

Description	Fair Value as of December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Money market fund investments (1)	$	10.5	$	—	$	10.5	$	—
Investment securities, including mutual funds (2)	22.7		7.4		15.3		—
Interest rate swaps	42.3		—		42.3		—
Foreign currency derivatives	2.6		—		2.6		—
Total	$	78.1	$	7.4	$	70.7	$	—
Liabilities
Foreign currency derivatives	$	2.0	$	—	$	2.0	$	—
Total	$	2.0	$	—	$	2.0	$	—


(1)	Investments in money market funds are classified as cash equivalents due to their short-term nature and the ability for them to be readily converted into cash. Investments in money market funds are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date and, accordingly, have been classified as Level 2 investments.

(2)

The values of investment securities, including mutual funds, are classified as cash and cash equivalents ($1.6 million and $7.4 million as of September 30, 2011 and December 31, 2010, respectively) and other assets ($13.7 million and $15.3 million as of September 30, 2011 and December 31, 2010, respectively). For mutual funds that are publicly traded, fair value is determined on the basis of quoted market prices and, accordingly, these investments have been classified as Level 1. Other investment securities are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date and have been classified as Level 2.

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Non-recurring Fair Value Measurements

The Company’s nonfinancial assets which are measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangible assets and certain other assets.

During the three months ended September 30, 2011, in conjunction with the Company's annual impairment tests of goodwill and indefinite-lived intangible assets, the Company recognized non-cash impairment charges of $382.6 million, primarily related to goodwill impairment in the Baby & Parenting and Hardware global business units. In making the assessment of goodwill impairment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, transactions, and market place data. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. The factors used by management in the impairment analysis are inherently subject to uncertainty. While the Company believes it has made reasonable estimates and assumptions to determine the fair value of its reporting units, if actual results are not consistent with management's estimates and assumptions, goodwill and other intangible assets may be overstated and could potentially trigger additional impairment charges.

During the nine months ended September 30, 2011, impairments associated with plans to dispose of certain property, plant and equipment were not material. The Company generally uses projected cash flows, discounted as necessary, to estimate the fair values of the impaired assets using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s impairment assessments and as circumstances require.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. The fair values of the Company’s derivative instruments are recorded in the Condensed Consolidated Balance Sheets and are disclosed in Footnote 8. The fair values of certain of the Company’s current and long-term debt are based on quoted market prices and are as follows (in millions):



	September 30, 2011				December 31, 2010
	Fair Value		Book Value		Fair Value		Book Value
Medium-term notes	$	1,678.4	$	1,636.3	$	1,650.7	$	1,623.0
Preferred securities underlying the junior convertible subordinated debentures	353.8		421.2		353.8		421.2

The carrying amounts of all other significant debt approximate fair value.

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Footnote 14 — Segment Information

The Company’s reportable segments are as follows:



Segment	Key Brands	Description of Primary Products

Home & Family	Rubbermaid^®, Graco^®, Aprica^®, Levolor^®, Calphalon^®, Goody^®	Indoor/outdoor organization, food storage and home storage products; infant and juvenile products such as car seats, strollers, highchairs and playards; drapery hardware, window treatments and cabinet hardware; gourmet cookware, bakeware, cutlery and small kitchen electrics; hair care accessories

Office Products	Sharpie^®, Expo^®, Dymo^®, Mimio^®, Paper Mate^®, Parker^®, Waterman^®	Writing instruments, including pens, pencils, markers and highlighters, and art products; fine writing instruments and leather goods; office technology solutions such as label makers and printers, interactive teaching solutions and on-line postage

Tools, Hardware & Commercial Products	Lenox^®, Rubbermaid^®Commercial Products, Irwin^®, Shur-line^®, Bulldog^®	Industrial bandsaw blades and cutting tools for pipes and HVAC systems; hand tools and power tool accessories; manual paint applicators, window hardware and convenience hardware; cleaning and refuse products, hygiene systems, material handling solutions and medical and computer carts and wall-mounted work stations

The Company’s segment results are as follows (in millions):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net Sales (1)
Home & Family	$	626.7		$	608.8		$	1,762.2		$	1,757.7
Office Products	474.9			450.3			1,339.7			1,285.4
Tools, Hardware & Commercial Products	448.3			406.4			1,267.5			1,173.6
	$	1,549.9		$	1,465.5		$	4,369.4		$	4,216.7
Operating Income (Loss) (2)
Home & Family	$	88.6		$	76.2		$	209.8		$	220.6
Office Products	76.9			70.8			228.1			217.5
Tools, Hardware & Commercial Products	65.5			70.6			177.5			189.2
Impairment charges	(382.6		)	—			(382.6		)	—
Restructuring costs	(5.5		)	(16.2		)	(12.3		)	(53.3		)
Corporate	(35.1		)	(26.8		)	(88.8		)	(68.8		)
	$	(192.2	)	$	174.6		$	131.7		$	505.2



	September 30, 2011		December 31, 2010
Identifiable Assets
Home & Family	$	952.1	$	896.4
Office Products	1,054.1		972.0
Tools, Hardware & Commercial Products	959.6		931.5
Corporate (3)	3,246.0		3,605.4
	$	6,211.8	$	6,405.3

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Geographic Area Information



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net Sales (1), (4)
United States	$	1,041.0		$	1,006.0		$	2,915.1		$	2,912.1
Canada	103.3			96.7			284.7			257.0
Total North America	1,144.3			1,102.7			3,199.8			3,169.1
Europe, Middle East and Africa	203.7			193.3			617.2			595.1
Latin America	86.2			69.6			238.4			191.4
Asia Pacific	115.7			99.9			314.0			261.1
Total International	405.6			362.8			1,169.6			1,047.6
	$	1,549.9		$	1,465.5		$	4,369.4		$	4,216.7
Operating Income (Loss) (2), (6)
United States	$	(137.3	)	$	129.2		$	86.0		$	381.7
Canada	25.1			24.1			61.5			58.0
Total North America	(112.2		)	153.3			147.5			439.7
Europe, Middle East and Africa (5)	(4.5		)	(0.1		)	14.6			19.3
Latin America	4.6			0.7			13.3			4.3
Asia Pacific	(80.1		)	20.7			(43.7		)	41.9
Total International	(80.0		)	21.3			(15.8		)	65.5
	$	(192.2	)	$	174.6		$	131.7		$	505.2


(1)	All intercompany transactions have been eliminated. Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to approximately 12.5% and 10.9% of consolidated net sales in the three and nine months ended September 30, 2011, respectively, and approximately 13.5% and 12.5% of consolidated net sales in the three and nine months ended September 30, 2010, respectively.

(2)

Operating income (loss) by segment is net sales less cost of products sold and selling, general & administrative (“SG&A”) expenses. Operating income by geographic area is net sales less cost of products sold, SG&A expenses, impairment charges, and restructuring and restructuring-related costs. Certain headquarters expenses of an operational nature are allocated to business segments and geographic areas primarily on a net sales basis. Depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization is included in segment operating income.


(3)	Corporate assets primarily include goodwill, capitalized software, cash and deferred tax assets.


(4)	Geographic sales information is based on the region from which the products are shipped and invoiced.


(5)	The Europe, Middle East and Africa operating income (loss) is after considering $11.5 million and $6.9 million of incremental SG&A costs associated with the European Transformation Plan for the three months ended September 30, 2011 and 2010, respectively, and $25.8 million and $8.5 million of similar costs for the nine months ended September 30, 2011 and 2010, respectively.


(6)	The following table summarizes the restructuring costs and impairment charges by region included in operating income (loss) above:

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	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Restructuring Costs
United States	$	—	$	3.0	$	—	$	13.3
Canada	—		0.5		—		5.6
Total North America	—		3.5		—		18.9
Europe, Middle East and Africa	5.5		6.5		12.3		22.1
Latin America	—		5.3		—		7.4
Asia Pacific	—		0.9		—		4.9
Total International	5.5		12.7		12.3		34.4
	$	5.5	$	16.2	$	12.3	$	53.3



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Impairment Charges
United States	$	266.8	$	—	$	266.8	$	—
Canada	—		—		—		—
Total North America	266.8		—		266.8		—
Europe, Middle East and Africa	9.2		—		9.2		—
Latin America	—		—		—		—
Asia Pacific	106.6		—		106.6		—
Total International	115.8		—		115.8		—
	$	382.6	$	—	$	382.6	$	—

Footnote 15 — Other Accrued Liabilities

Other accrued liabilities included the following (in millions):



	September 30, 2011		December 31, 2010
Customer accruals	$	244.9	$	280.9
Accruals for manufacturing, marketing and freight expenses	100.7		108.9
Accrued self-insurance liabilities	72.9		73.1
Accrued pension, defined contribution and other postretirement benefits	42.4		45.3
Accrued contingencies, primarily legal, environmental and warranty	34.0		39.1
Accrued restructuring (See Footnote 4)	19.3		33.5
Other	113.7		117.4
Other accrued liabilities	$	627.9	$	698.2

Customer accruals are promotional allowances and rebates, including cooperative advertising, given to customers in exchange for their selling efforts and volume purchased. The self-insurance accrual is primarily casualty liabilities such as workers’ compensation, general and product liability and auto liability and is estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs.

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Footnote 16 — 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 Company’s 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.

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 Company’s 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 Company’s business, financial condition or results of operations.

The Company, using current product sales data and historical trends, actuarially calculates the estimate of its exposure for product liability. The Company has product liability reserves of $43.3 million and $42.3 million as of September 30, 2011 and December 31, 2010, respectively. The Company is insured for product liability claims for amounts in excess of established deductibles and accrues for the estimated liability as described up to the limits of the deductibles. All other claims and lawsuits are handled on a case-by-case basis.

In July 2007, the Company acquired all of the outstanding equity interests of PSI Systems, Inc. (“Endicia”), provider of DYMO|Endicia Internet Postage. Endicia was party to a lawsuit against it alleging patent infringement which was filed on November 22, 2006 in the U.S. District Court for the Central District of California. In this case, Stamps.com sought unspecified damages, attorneys’ fees and injunctive relief in order to prevent Endicia from continuing to engage in activities that are alleged to infringe on Stamps.com’s patents. In 2010, the Court entered judgment in favor of the Company terminating the action on summary judgment, and on June 15, 2011, the U.S. Court of Appeals for the Federal Circuit affirmed that judgment. Stamps.com’s petition for a rehearing before the Federal Circuit panel was denied and Stamps.com has no further right of appeal. A separate case, in which Endicia and Stamps.com each claim infringement of different patents, remains pending in the same trial court as the first proceeding. There can be no assurance the Company will be successful in defending itself in this matter.

The City of Sao Paulo’s Green and Environmental Office (the “Sao Paulo G&E Office”) is seeking fines of up to approximately $4.0 million related to alleged improper storage of hazardous materials at the Company’s tool manufacturing facility located in Sao Paulo, Brazil. The Company has obtained a stay of enforcement of a notice of fine due October 1, 2009 issued by the Sao Paulo G&E Office. The Company plans to continue to contest the fines.

The Company (through two of its affiliates) has been involved in litigation originally filed in June 2008 in the U.S. District Court for the Western District of North Carolina with Worthington Industries, Inc. (“Worthington”) over breach of a supply contract and price increases levied by Worthington after having wrongfully terminated the contract prior to its expiration. In February 2010, a jury determined that Worthington: (a) breached the supply agreement; (b) illegally traded upon the goodwill of the Company; and (c) committed deceptive trade practices in violation of relevant laws. The jury awarded damages of $13.0 million to the Company, and the Company was subsequently awarded an additional $2.8 million in pre-judgment interest and attorneys’ fees. In conjunction with the sale of the Company’s hand torch and solder business to Worthington, the parties agreed to settle all claims. See Footnote 2 for further details.

As of September 30, 2011, the Company was involved in various matters concerning federal and state environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and equivalent state laws.

In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’, status as PRPs is disputed.

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The Company’s estimate of environmental response costs associated with these matters as of September 30, 2011 ranged between $19.5 million and $31.9 million. As of September 30, 2011, the Company had a reserve of $21.6 million for such environmental remediation and response costs in the aggregate, which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheet. No insurance recovery was taken into account in determining the Company’s cost estimates or reserve, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters, which are estimated at their present value of $18.7 million by applying a 5% discount rate to undiscounted obligations of $27.8 million.

Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Although management of the Company cannot predict the ultimate outcome of these proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s condensed consolidated financial statements.

Footnote 17 — Subsequent Events

In October 2011, the Company announced Project Renewal, a global initiative designed to reduce the complexity of the organization and increase investment in the most significant growth platforms within the business, funded by a reduction in structural SG&A costs. Cost savings will be achieved in large part through a consolidation of three operating groups into two, and of thirteen global business units into nine. In addition, the consolidation of a limited number of manufacturing facilities and distribution centers will be implemented as part of the plan, with the goal of increasing operational efficiency, reducing costs, and improving gross margin. The Company expects to incur cash costs of $75 to $90 million and record pretax restructuring charges in the range of $90 to $100 million under the plan.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The discussion should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto.

Business Overview

Newell Rubbermaid is a global marketer of consumer and commercial products that touch the lives of people where they work, live and play. The Company’s products are marketed under a strong portfolio of brands, including Rubbermaid^®, Graco^®, Aprica^®, Levolor^®, Calphalon^®, Goody^®, Sharpie^®, Paper Mate^®, Dymo^®, Parker^®, Waterman^®, Irwin^® and Lenox^®. The Company’s multi-product offering consists of well-known name-brand consumer and commercial products in three business segments: Home & Family; Office Products; and Tools, Hardware & Commercial Products.

Business Strategy

Newell Rubbermaid’s vision is to become a global company of Brands That Matter™ and great people, known for best-in-class results. The Company is committed to building consumer-meaningful brands through understanding the needs of consumers and using those insights to create innovative, highly differentiated product solutions that offer performance and value. The Company’s strategy is to build Brands That Matter™ to drive demand, fuel growth through margin expansion and scale synergies and leverage the portfolio for faster growth.


•	Building Brands That Matter™ to drive demand involves continued focus on consumer-driven innovation, developing best-in-class marketing and branding capabilities across the organization, and investing in strategic brand-building activities, including investments in research and development to better understand target consumers and their needs.

•

Fueling growth through margin expansion and scale synergies entails continued focus on achieving best cost and improving productivity through the adoption of best-in-class practices, including leveraging scale, optimizing the supply chain to improve capacity utilization and to deliver productivity savings, reducing costs in nonmarket-facing activities, designing products to optimize input costs and utilizing strategic sourcing partners when it is cost effective. Achieving best cost allows the Company to improve its competitive position, generate funds for increased investment in strategic brand-building initiatives and preserve cash and liquidity.


•	Leveraging the portfolio includes more complete deployment of our brands in existing customers and geographies, accelerating expansion outside North America, targeting investment in higher growth businesses and categories, and acquiring businesses that facilitate geographic and category expansion, thus enhancing the potential for growth and improved profitability.

In implementing the three tenets of its strategy, the Company is focused on Everyday Great Execution, or EDGE, to capitalize on and maximize the benefits of investment and growth opportunities and to optimize the cost structure of the business.

The Company’s core organizing concept is the global business unit (“GBU”). The Company is organized into 13 GBUs, and each GBU supports one or more of the Company’s key brands worldwide, with a focus on developing and marketing differentiated products designed to meet consumers’ needs. The GBU structure positions the business units to leverage research and development, branding, marketing and innovation on a global basis and facilitates the Company’s objective of optimizing working capital and shared resources. The Company’s 13 GBUs are aggregated into three operating segments, which are as follows: