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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-K

 

 

(Mark one)

 

  x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-13665

 

 

Jarden Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   35-1828377
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
1800 North Military Trail, Boca Raton, FL   33431
(Address of principal executive offices)   (Zip code)

(561) 447-2520

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class       Name of each exchange on which registered
Common Stock, $0.01 par value       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    x    No    ¨

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

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    x    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    x    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.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    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    ¨    No    x

As of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $7.2 billion based upon the closing market price on such date as reported on the New York Stock Exchange.

All (i) executive officers and directors of the registrant and (ii) all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s common stock who hold 10% or more of the registrant’s outstanding common stock, have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

There were approximately 192,914,000 shares outstanding of the registrant’s common stock, par value $0.01 per share, as of February 17, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this report will be set forth in and, incorporated herein by reference to the Company’s definitive Proxy Statement for the 2015 Annual Meeting of Stockholders, which is anticipated to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days following the end of the Company’s fiscal year ended December 31, 2014.

 

 

 


Table of Contents

JARDEN CORPORATION

TABLE OF CONTENTS TO FORM 10-K

 

          Page  

Part I

  

Item 1.

   Business      1   

Item 1A.

   Risk Factors      17   

Item 1B.

   Unresolved Staff Comments      32   

Item 2.

   Properties      32   

Item 3.

   Legal Proceedings      32   

Item 4.

   Mine Safety Disclosures      33   
   Executive Officers of the Registrant      33   

Part II

  

Item 5.

   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Market Price; and Dividends for Registrants Common Equity      35   

Item 6.

   Selected Financial Data      36   

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      38   

Item 7A.

   Quantitative and Qualitative Disclosures About Market Risk      58   

Item 8.

   Financial Statements and Supplementary Data      59   

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure      109   

Item 9A.

   Controls and Procedures      109   

Item 9B.

   Other Information      110   

Part III

  

Item 10.

   Directors, Executive Officers and Corporate Governance      111   

Item 11.

   Executive Compensation      111   

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters      111   

Item 13.

   Certain Relationships and Related Transactions, and Director Independence      111   

Item 14.

   Principal Accounting Fees and Services      111   

Part IV

  

Item 15.

   Exhibits and Financial Statement Schedules      112   

Financial Statement Schedule

     112   

Signatures

     120   

Exhibit Index

     122   


Table of Contents

PART I

 

Item 1. Business

Overview

Jarden Corporation (which may be referred to hereafter as “Jarden,” the “Company,” “we,” “us” or “our”) is a global consumer products company that enjoys leading positions in a broad range of primarily niche markets for branded consumer products. We seek to grow our business by continuing our tradition of product innovation, new product introductions and providing the consumer with the experience and value they associate with our strong brand portfolio.

Our unique operating culture has evolved into operating processes and a simple business philosophy which we call “Jarden’s DNA.” This philosophy is based largely on common sense and is the embodiment of our culture, of who we are, how we operate and how we act as a company and as individuals. The core elements of Jarden’s DNA are:

 

    Strive to be better.

 

    Retain and develop the best talent.

 

    Support the individual, but encourage teamwork.

 

    Think lean, act large.

 

    Listen, learn and innovate.

 

    Deliver exceptional financial results.

 

    Have fun, work hard, execute.

 

    Enhance the communities in which we operate.

We are a leading provider of a diverse range of consumer products with a portfolio of over 120 trusted, quality brands sold globally. We operate in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew-Cornell®, Mapa®, NUK®, Pine Mountain®, ProPak®, Quickie®, Spontex®, Tigex® and Yankee Candle®; Consumer Solutions: Bionaire®, Breville®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Outdoor Solutions: Abu Garcia®, AeroBed®, Berkley®, Campingaz®, Coleman®, ExOfficio®, Fenwick®, Greys®, Gulp!®, Hardy®, Invicta®, K2®, Madshus®, Marker®, Marmot®, Mitchell®, PENN®, Rawlings®, Ride®, Sevylor®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl®, Worth® and Zoot®. Our growth strategy is based on introducing new products, as well as on expanding existing product categories, which is supplemented through opportunistically acquiring businesses that reflect our core strategy, often with highly-recognized brands within the categories they serve, innovative products and multi-channel distribution.

We have achieved leading market positions in a number of niche categories by selling branded products through a variety of distribution channels, including club, department store, drug, grocery, mass merchant, sporting goods and specialty retailers, as well as direct to consumers. By leveraging our strong brand portfolio, category management expertise and customer service focus, we have established and continue to maintain long-term relationships with leading retailers within these channels and are currently the category manager at certain of these retailers in certain product categories. Moreover, several of our leading brands, such as Ball®, Bee®, Bicycle®, Coleman®, deBeer®, Diamond®, Hodgman®, Madshus®, Pflueger®, Rawlings®, Shakespeare®, Sunbeam®, Tubbs®, Völkl® and Worth® have been in continuous use for over 100 years. We continue to strive to expand our existing customer relationships and attract new customers by introducing new product line extensions and entering new product categories.

 

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Acquisitions

2014 Activity

On August 29, 2014, the Company completed the acquisition of Rexair Holdings, Inc. (“Rexair”), a global provider of premium vacuum cleaning systems sold primarily under the Rainbow® brand name. The total value of the transaction, including debt assumed and repaid, was approximately $349 million, subject to certain adjustments. The acquisition of Rexair is expected to expand distribution channels, as well as expand the Company’s current product offerings. Rexair is reported in the Company’s Consumer Solutions segment and is included in the Company’s results of operations from the date of acquisition. Based on the Company’s preliminary valuations, which are subject to further refinement, the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

During 2014, the Company completed two other tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

2013 Activity

On October 3, 2013, the Company acquired Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded premium scented candle company (the “YCC Acquisition”). The total value of the YCC Acquisition, including debt assumed and/or repaid, was approximately $1.8 billion. The YCC Acquisition is expected to extend the Company’s portfolio of market-leading, consumer brands in niche, seasonal staple categories, while creating opportunities in cross-selling and broadening the Company’s global distribution platform. The YCC Acquisition, which is expected to enhance the Company’s overall margin profile, is consistent with the Company’s disciplined acquisition criteria of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Yankee Candle is reported in the Company’s Branded Consumables segment and was included in the Company’s results of operations from October 3, 2013.

During 2013, the Company completed one other tuck-in acquisition that by nature was complementary to the Company’s core businesses and from an accounting standpoint was not significant.

2012 Activity

During 2012, the Company completed three tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

Business Segments

We operate three primary business segments: Branded Consumables; Consumer Solutions; and Outdoor Solutions.

Branded Consumables

The Branded Consumables segment manufactures or sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, air fresheners, brooms, brushes, buckets, children’s card games, clothespins, collectible tins, condoms, cord, rope and twine, dusters, dust pans, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, foam coolers, fresh preserving jars and accessories, home decor accessories, home fragrance products, kitchen matches, mops, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, premium scented candles and accessories, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage

 

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organizers and workshop accessories, teats, toothpicks, travel sprays, window guards and other accessories. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, BRK®, Crawford®, Diamond®, Fiona®, First Alert®, First Essentials®, Hoyle®, Java-Log®, KEM®, Kerr®, Lehigh®, Lifoam® Lillo®, Loew-Cornell®, Mapa®, NUK®, Pine Mountain®, ProPak®, Quickie Green Cleaning®, Quickie Home-Pro®, Quickie Microban®, Quickie Original®, Quickie Professional®, Spontex®, Tigex®, Wellington® and Yankee Candle® brand names, among others.

We sell a variety of branded consumables products including:

 

Principal Owned and Licensed Brands

  

Principal Products

Ball®, Bernardin® and Kerr®    Fresh preserving jars and accessories
BRK®, First Alert®, Onelink®, Protector® and Tundra®    Home safety products
Fiona®, First Essentials®, Lillo®, NUK® and Tigex®    Baby care products
Diamond®, Mapa®, Quickie Green Cleaning®, Quickie Home-Pro®, Quickie Microban®, Quickie Original®, Quickie Professional®, Spontex® and Virulana®    Home care products
Home Classics®, Housewarmer®, Millefiori®, Mystic Harbor®, Pure Radiance™, ScentBeads®, SoHo Living® and Yankee Candle®    Candle products, home fragrance products, auto air fresheners and home decor accessories
Billy Boy®, Blausiegel®, Fromms® and Mucambo®    Health care products
Aviator®, Bee®, Bicycle®, Hoyle® and KEM®    Playing cards and card accessories
Lehigh®, SecureLine® and Wellington®    Cord, rope and twine
Lifoam® and ProPak®    Foam coolers, reusable ice, protective packaging and other recreational products.
Loew-Cornell® and Woodsies®    Arts and crafts products
Java-Log®, Northland®, Pine Mountain®, Starterlogg® and Superlog®    Firelogs and firestarters
Crawford® and Storehorse®    Storage organizers and workshop accessories, doors and fencing

Sales and Marketing

For our Branded Consumables sales efforts, we utilize internal sales, marketing and customer service staff, supported by a network of outside sales representatives and agents. Regional sales managers are organized by geographic area and, in some cases, customers, and are responsible for customer relations management, pricing and distribution strategies, and sales generation. Our customer-specific organized sales staff includes individuals focused on key customers and also key customer groups such as casinos, electrical distributors and personal protective equipment distributors. In addition, we market our Yankee Candle® premium scented candles and home fragrance products through a network of company-operated retail stores, primarily located in the United States and Canada. Our marketing and sales departments work closely together to develop pricing and distribution strategies and to design packaging and develop product line extensions and new products.

Distribution and Fulfillment

We distribute our Branded Consumables products through a number of company-owned distribution centers and third-party warehouses throughout Europe, North and South America and the Pacific Rim. Whenever

 

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possible, we utilize highly automated packaging equipment, allowing us to maintain our efficient and effective logistics and freight management processes. We also work with outsourced providers for the delivery of our products in order to ensure that as many shipments as possible are processed as full truckloads, saving significant freight costs. Additionally, we sell our premium scented candles and accessories through our network of approximately 582 company-operated retail stores, direct to consumer catalog and web-based sales, our fundraising catalog business, as well as a national and international wholesale network.

Manufacturing

We manufacture products such as our candles, firelogs and firestarters, foam coolers, kitchen matches and metal closures for our fresh preserving jars in our domestic facilities. We also manufacture playing cards and certain baby care products, home care products, health care products and home safety products at facilities around the world, including facilities located in Asia, Europe, Latin America, North America and South America. Our efficient and automated plastic cutlery manufacturing and firelog and firestarter operations enable us to produce, count and package plastic cutlery and produce and package firelogs and firestarters ready for retail distribution with minimal labor costs. Our candle manufacturing processes are designed to ensure the highest quality of candle fragrance, wick quality and placement, color, fill level, shelf life and burn rate, and we continuously engage in efforts to further improve our quality and lower our costs by using efficient production and distribution methods and technological advancements.

Raw Materials and Sourcing of Product

Much of our glass fresh preserving jars and raw paper stock for playing cards are supplied under multi-year supply agreements with primary vendors which assist us in achieving attractive pricing taking into consideration our volumes. Such materials are also available from other sources at competitive prices. Other raw materials used in manufacturing, including expanded polystyrene, extinguisher powder, metal, nylon, paper, plastic resin, sawdust, tin plate, wax and wood are supplied by multiple vendors and are currently available from a variety of sources at competitive prices. Our plastic cutlery is sourced from both our Process Solutions segment and China. The natural rubber for gloves; wood pulp for sponges; and latex, polypropylene and silicone for baby products are raw materials that are available from multiple sources. Additionally, we maintain strong relationships with our principal fragrance and wax suppliers and we have developed, jointly with our suppliers, proprietary fragrances which are exclusive to the Company. Most raw materials used in the premium scented candle and manufacturing process, including glassware, wick and packaging materials, are readily available from alternative sources at comparable prices.

Our China office is responsible for sourcing finished products from Asia in order to grow and diversify our product portfolio. Quality testing for these products is performed both by our China office and by our North American quality laboratories.

Historically, the raw materials and components that are necessary for the manufacture of our Branded Consumables products have been available in the quantities that we require.

Intellectual Property

The principal trademarks in our Branded Consumables segment consist of Ball®, Diamond®, First Alert®, Lehigh®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Yankee Candle®. We believe our principal trademarks have high levels of brand-name recognition among retailers and consumers. In addition, we believe our brands have an established reputation for quality, reliability and value. We monitor and protect our brands against infringement, and we actively pursue the licensing of our trademarks to third parties for products that complement our product lines or businesses. We also hold numerous design and utility patents covering a wide variety of products, the loss of any one of which would likely not have a material adverse effect on our business taken as a whole.

 

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We have the right to use the Ball® and Kerr® trademarks on certain products pursuant to perpetual royalty-free licenses. We also have licensing agreements for brands such as Coca-Cola®, Realtree® and World Series of Poker® to manufacture and distribute playing cards under those brand names, as well as licensing agreements with Gerber® to manufacture and distribute various baby care products and with the Collegiate Licensing Company to manufacture and distribute premium scented candle products and auto air freshener products.

Seasonality

Sales of our fresh preserving products generally reflect the pattern of the growing season, and retail sales of our plastic cutlery are concentrated in the summer months and holiday periods. Sales of our home improvement products and foam coolers are concentrated in the spring and summer months. Sales of our firelog and firestarter products are concentrated in the fall and winter months. Sales of all these products may be negatively affected by unfavorable weather conditions and other market trends. Periods of drought, for example, may adversely affect the supply and price of fruit, vegetables and other foods available for fresh preserving. Warm weather in the fall and winter may adversely affect our firelog and firestarter sales. Sales of our products under the Yankee Candle® brand are generally strongest in the fourth quarter preceding the holiday season and may be negatively affected by unfavorable retail conditions and other market trends. Sales of our arts and crafts products, home care and baby care products, home safety products and playing cards are generally not seasonally concentrated.

Consumer Solutions

The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and home environment products. This segment maintains a strong portfolio of globally-recognized brands including Bionaire®, Cadence®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rainbow®, Rival®, Seal-a-Meal®, Sunbeam® and Villaware®. The principal products in this segment include: household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, tea kettles, toasters, toaster ovens and vacuum packaging machines; home environmental products, such as air purifiers, fans, heaters, humidifiers and vacuum cleaning systems; clippers, trimmers and other hair care products for professional use in the beauty and barber and animal categories; electric blankets, mattress pads and throws; products for the hospitality industry; and scales for consumer use. The Consumer Solutions segment also has rights to sell various small appliance products, in substantially all of Europe under the Breville® brand name.

We believe that our Consumer Solutions sales are well-diversified with respect to both geography and distribution channels. We sell a variety of branded household products including:

 

Principal Owned Brands

  

Principal Products

FoodSaver® and Seal-a-Meal®

   Home vacuum packaging

Health o meter®

   Scales

Mr. Coffee®

   Coffeemakers and other beverage products

Breville®, Cadence®, Oster®, Rival® and Sunbeam®

   Small appliances and personal care products

Crock-Pot®, skybar®, VillaWare® and White Mountain®

   Specialty kitchen products

Bionaire®, Holmes®, Patton® and Sunbeam®

   Home environment products

Rainbow®

   Vacuum cleaning systems

Sales and Marketing

Our Consumer Solutions segment has an internal sales force and marketing department that focus their efforts in those markets that require high levels of consumer understanding, market dynamics and local expertise.

 

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In addition, our vacuum cleaning systems are sold through an exclusive independent distributor network. The team dedicates resources across the organization to focus on developing strong brands and quality products. The sales force is allocated primarily by geographic region: Asia, Canada, Europe, Latin America and the United States, with sub-groups to sell different product lines. We operate in a matrix model with the business and operational teams to ensure consistency and fulfillment of marketing strategy and establish direction for the growth priorities of the brands. Advertising and brand building activities include public relations impressions, television, radio and print advertisements, direct to consumer marketing, mobile marketing activities, online marketing, consumer promotions, consumer contests and sweepstakes, demonstrations and educational events at trade shows.

In addition to brand development, we have an extensive licensing strategy to extend the reach of the brands across categories, geographies and strategic product extensions. We believe that utilizing licensing generates high value consumer impressions that are aligned with the strategic objectives of the brands and enhances emotional relevance of the product. We believe that Crock-Pot®, Oster®, Rival® and Sunbeam® are among the leading licensed housewares brands in the consumer products industry. We also establish strategic alliances with key external brands such as Arm & Hammer®, Draftmark®, Hawaiian Punch®, Keurig®, Margaritaville®, Therapedic®, WeMo®, and licensing agreements for our products with brands of the National Collegiate Athletic Association®, National Football League® and National Hockey League®, providing us the opportunity to broaden our consumer appeal and distribution channel penetration by leveraging their consumer recognition through exciting, differentiated products.

Distribution and Fulfillment

We utilize a combination of third-party and company-owned warehouses in Asia, Canada, Europe, Latin America and the United States to distribute our Consumer Solutions products.

Manufacturing

Our research and development department designs and engineers many of our products, collaborates with our manufacturing operations and sets strict engineering specifications for our third-party manufacturers. Additionally, the research and development team ensures our proprietary manufacturing expertise, despite outsourced production for those products we do not manufacture in company-owned facilities. In order to ensure the quality and consistency of our products manufactured by third-party manufacturers in Asia, we employ a team of inspectors who examine the products we purchase on-site at the factories. Products are currently sourced through multiple key suppliers in Asia and the United States.

Our Consumer Solutions products are developed, designed and tested at sites around the world. The products are manufactured in owned and leased facilities in Latin America and North America and through third-party sourcing. In order to ensure the quality and consistency of our products manufactured by third-party manufacturers in Asia, we have sourcing operations, including product development, project management, sourcing management, supply chain and quality engineers and inspectors in Hong Kong and mainland China.

Raw Materials and Sourcing of Product

Our primary raw materials for our in-house manufactured products include copper, glass, plastic resin, steel and various paper-related packaging materials. For all key raw materials, we generally maintain relationships with two or more vendors to ensure we have sufficient quantities available to meet our short- and long-term production requirements. We have partnered with other Jarden divisions where possible to establish new vendor relationships and consolidate, if and when possible, our order volume. We also source finished goods products from other vendors who also use many of the same materials mentioned above. Similarly, we have consolidated vendors where appropriate and expanded where necessary to take advantage of those opportunities available through our prior acquisitions.

 

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Intellectual Property

The principal trademarks in our Consumer Solutions segment consist of Bionaire®, Breville®, Cadence®, Crock-Pot®, FoodSaver®, Health o meter®, Mr. Coffee®, Oster®, Rainbow® and Sunbeam®. We believe our principal trademarks have high levels of brand-name recognition among retailers and consumers. In addition, we believe our brands have an established reputation for quality, reliability and value. We monitor and protect our brands against infringement, and we actively pursue the licensing of our trademarks to third parties for products that complement our product lines or businesses. We also hold numerous design and utility patents covering a wide variety of products, the loss of any one of which would likely not have a material adverse effect on our business taken as a whole.

Seasonality

Sales of our Consumer Solutions products generally are strongest in the fourth quarter preceding the holiday season and may be negatively affected by unfavorable retail conditions and other market trends, as well as irregular weather patterns.

Outdoor Solutions

The Outdoor Solutions segment manufactures or sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman® is a leading brand for active lifestyle products, offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, foldable furniture, gas grills, lanterns and flashlights, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and personal flotation devices. The Outdoor Solutions segment is also a leading provider of fishing equipment under brand names such as Abu Garcia®, All Star®, Berkley®, Chub®, Fenwick®, Gulp!®, Johnson®, JRC™, Mitchell®, PENN®, Pflueger®, Sebile®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®. Team sports equipment for baseball, basketball, football, lacrosse and softball products are sold under brand names such as deBeer®, Gait®, Miken®, Rawlings® and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas®, Full Tilt®, K2®, Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl® and 5150®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Helium®, Hodgman®, MadDog Gear®, Sevylor®, Sospenders® and Stearns®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as CAPP3L®, Ex Officio®, K2®, Marker®, Marmot®, Planet Earth®, Ride®, Völkl® and Zoot®, and premium air beds under the AeroBed® brand. The Outdoor Solutions Segment also sells a variety of products sold internationally under brand names such as Campingaz®, Esky®, Greys®, Hardy® and Invicta®.

A summary of the well-known brand names we sell through the Outdoor Solutions segment follows:

 

Principal Owned Brands

  

Principal Products

Campingaz®, Coleman®, Esky® and Invicta®    Camping and outdoor equipment
Abu Garcia®, All Star®, Berkley®, Chub®, Fenwick®, Greys®, Gulp!®, Hardy®, Johnson®, JRC™, Mitchell®, PENN®, Pflueger®, Sebile®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®    Fishing equipment
deBeer®, Gait®, Miken®, Rawlings® and Worth®    Team sports equipment and apparel
Atlas®, Full Tilt®, K2®, Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl® and 5150®    Alpine and Nordic skiing, snowboarding, snowshoeing and in-line skating equipment

 

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Principal Owned Brands

  

Principal Products

Helium®, Hodgman®, MadDog Gear®, Sevylor®, Sospenders® and Stearns®    Personal flotation devices, water sports equipment and all-terrain vehicle gear
AeroBed® and Coleman®    Inflatable air beds and accessories
CAPP3L®, Ex Officio®, K2®, Marker®, Marmot®, Planet Earth®, Ride®, Völkl® and Zoot®    Technical and outdoor apparel and equipment

Sales and Marketing

The sales force is generally deployed by geographic region: Canada, Europe, Latin America, the Pacific Rim and the United States. Our focus is on providing active lifestyle products to a broad spectrum of outdoor enthusiasts, from expert rock climbers to beginner fishermen. For example, Coleman is positioned as “The Outdoor Company®”, an outdoor lifestyle brand. Within each brand, we strive to create a unique look and functionality for our products and are utilizing new and enhanced in-store merchandising to communicate those differences to the consumer. In addition, we continue to invest in brand and market research. We also regularly utilize various promotions and public relations campaigns.

In addition to brand development, we are focused on expanding our licensing strategy to enhance brand exposure and brand equity through appropriate product extensions, while generating incremental revenue and recognition. We believe we have an objective and targeted image of high quality and excellent value. We also have licensing agreements for our products with brands of Disney®, Major League Baseball®, Marvel®, Mattel®, National Basketball Association®, National Football League®, National Hockey League® and National Collegiate Athletic Association®, as well as with various individual collegiate athletics departments. We utilize these licensing rights to market and distribute products across a number of product categories.

Distribution and Fulfillment

We have warehouse and distribution facilities in Canada, Europe, Latin America, the Pacific Rim and the United States. We also use third-party warehouses and logistical services. We distribute our products to customers around the world utilizing both direct shipping from our manufacturers and distribution from our internal and third-party warehouse facilities.

Manufacturing

We manufacture our products at facilities in China, Europe, Latin America and North America, as well as through third-party sourcing, primarily in Asia. In order to ensure the quality and consistency of our products manufactured by third-party manufacturers in Asia, we have Asian-based sourcing facilities that provide manufacturing oversight, project management and quality support.

Raw Materials and Sourcing of Product

Our primary raw materials include aluminum, copper, corrugated cardboard for packaging, electrical components, glass fiber, magnesium, plastic resin, steel, urethane and various textiles and fabrics. Plastic resin and urethane are components in coolers and plastic resin is also a component of several other Outdoor Solutions products. Steel is a predominate component of our products. These raw materials are purchased from regular commercial suppliers and are available from multiple sources in quantities sufficient to meet normal requirements. The supply and demand for these key raw materials are subject to cyclical and other market factors.

We also purchase a substantial number of finished products from various suppliers, but are not heavily dependent upon a single supplier for our sourced products in total.

 

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Intellectual Property

The principal trademarks consist of Abu Garcia®, AeroBed®, Berkley®, Campingaz®, Coleman®, K2®, Marmot®, Rawlings®, Shakespeare® and Völkl®. We believe our principal trademarks in the Outdoor Solutions segment have high levels of brand-name recognition among retailers and consumers throughout Asia, Europe, Latin America and North America. In addition, we believe our brands have an established reputation for quality, reliability and value. We monitor and protect our brands against infringement, and we actively pursue the licensing of our trademarks to third parties for products that complement our product lines or businesses. We hold numerous design and utility patents covering a wide variety of products, the loss of any of which would likely not have a material adverse effect on our business as a whole.

Seasonality

Sales of our Outdoor Solutions products are generally seasonal, with the strongest sales in the first and second quarters of the calendar year for our camping and outdoor equipment and team sports equipment businesses, second and third quarters for our fishing business and third and fourth quarters for our winter sports and technical apparel businesses. Sales of these products may be negatively affected by unfavorable weather conditions and other market trends.

Process Solutions

In addition to the three primary business segments described above, our Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, football helmets, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. Our materials business produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for citizen band, marine and military applications. We are also the largest North American producer of niche products fabricated from solid zinc strip and are the sole source supplier of copper-plated zinc penny blanks to the United States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel-plated finishes on steel and zinc for coinage to other international markets. In addition, we manufacture a line of industrial zinc products marketed globally for use in the architectural, automotive, construction, electrical component and plumbing markets.

Sales and Marketing

Process Solutions utilizes a team sell approach that includes internal sales, marketing, customer service, outside sales representatives and manufacturing team members to offer best-in-class solutions to both our industrial and consumer product customers. Our marketing, sales and research and development departments work closely together to develop new products and innovative technologies that add value to both our customers and the end users. Market research, focus groups and end user interviews are key components in our customer-focused marketing strategy, as we continue to fill the new product pipeline with solutions that offer innovation at a value.

Our business growth is fueled by building strong brands in both the industrial and consumer product markets. We use print, radio and television advertisements, public relations impressions, online marketing, co-op direct to consumer marketing, consumer promotions and trade shows as vehicles to build our brands globally.

Government Contracts

We enter into contracts with the United States government, which contain termination provisions customary for government contracts. The United States government retains the right to terminate such contracts at its convenience. However, if a contract is terminated, we are entitled to be reimbursed for allowable costs and

 

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profits to the date of termination relating to authorized work performed to such date. The United States government contracts are also subject to reduction or modification in the event of changes in government requirements or budgetary constraints. Since entering into a contract with us in 1981, the United States government has not terminated the penny blank supply arrangement. We have a multi-year supply contract with the Royal Canadian Mint that runs through May 2016 for defined volumes on a “take or pay” basis.

Manufacturing

We manufacture our products, including the Shakespeare® brand of nylon, in facilities in Europe and North America. Our research and development group, Jarden Design Associates, engineers sustainable products and services for our business units and OEM customers.

Customers and Competition

We distribute our products globally, primarily through club stores; craft stores; direct-to-consumer channels, primarily consisting of infomercials, department stores, drugstores, grocery retailers, home improvement stores, mass merchandisers and on-line; specialty retailers and wholesalers, as well as our Yankee Candle retail stores. In 2014, approximately 15% of our consolidated net sales were to Walmart, who purchased product from all of our business segments and was our single largest customer. No other customer represents more than 5% of our consolidated net sales. Other leading customers include: Academy Sports & Outdoors, Amazon.com, Bed Bath and Beyond, Canadian Tire, Costco, Dick’s Sporting Goods, The Home Depot, Kroger, Lowe’s and Target.

The markets in which our businesses operate are generally highly competitive, based primarily on product quality, product innovation, price and customer service and support, although the degree and nature of such competition vary by location and product line. Since we offer such a broad range of consumer products, our competitors are varied and are both larger and smaller companies that offer the same or similar consumer products. We do not have a competitor that offers an array of consumer products that are comparable to ours. We have a larger number of competitors that generally only compete within a few individual products or product lines. In addition to branded products, we regularly compete against the private label brands of retailers and “generic” non-branded products in certain categories. Additionally, our Yankee Candle retail stores compete primarily with specialty candle and personal care retailers and a variety of other retailers, including department stores, gift stores and national specialty retailers that carry candles along with personal care items, giftware and housewares.

Competitive Strengths

We believe that the following competitive strengths serve as a foundation for our business strategy:

Market Leadership Positions. In North America, we believe we are a leader in several categories, including alpine skis and bindings, snowboarding and snowshoeing, baseballs, softball bats and batting helmets, softballs and gloves, camping gear, cordage, firelogs and firestarters, fishing line, fishing soft baits, rods, reels and combos, fresh preserving jars and accessories, home vacuum packaging, matches and toothpicks, personal flotation devices, playing cards, boxed plastic cutlery, premium scented candles, selected small kitchen appliances, warming blankets and a number of other branded consumer products. We believe that the specialized nature of our niche categories, and our market shares therein, provide us with competitive advantages in terms of demand from consumers and enhanced brand awareness. We believe our leadership positions contribute to our ability to attract new customers and enter new distribution channels.

We are either the named category manager, sole supplier or one of a very limited number of external vendors to the leading retailers in both the firelogs and firestarters, and rope, cord and twine product lines. In the playing card industry, we believe our Branded Consumables segment is a leading provider of playing cards under

 

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the Bee®, Bicycle® and Hoyle® brands. In our Safety and Security business we believe that our First Alert® brand is one of the most trusted names in home safety by U.S. consumers. Additionally, First Alert® was also recently named as one of “America’s Greatest Brands” by the American Brands Council. We believe we are a leading provider of cellulose sponges in Europe under the Spontex® brand and of condoms in Germany under the Billy Boy® brand. In the baby care industry, we enjoy leading positions in Brazil, France and Germany, under the Fiona®, Lillo®, NUK® and Tigex® brands and rank among the top players in Spain and the United States. In the domestic giftware industry, we believe we are a leading provider of premium scented candles under the Yankee Candle® brand. As a leading provider of small kitchen appliances, we work directly with retailers, often as the category manager, to identify and support consumers’ needs. Our Crock-Pot®, FoodSaver®, Mr. Coffee®, Oster® and Sunbeam® brands hold leading or significant positions in a number of small kitchen appliance categories. We created the home vacuum packaging category at most of our retailers and continue to lead the category by providing innovation and marketing tools to promote the FoodSaver® brand and home vacuum packaging to consumers. Our Coleman® and Campingaz® brands are widely recognized domestically, in Europe and in the Pacific Rim, and we believe we are a leader in a number of camping and outdoor equipment product categories, including tents, lanterns and stoves. Our Abu Garcia®, Berkley®, Mitchell®, PENN®, Shakespeare®, Spiderwire® and Ugly Stik® brands are recognized globally as prominent brands in fishing. Through our Helium®, Hodgman®, Nevin®, Sospenders® and Stearns® brands, we believe we are a leading provider of flotation vests, jackets and suits (“personal flotation devices”), cold water immersion products and wet suits. We believe Sevylor® is a leading brand in innovative inflatable towables, boats, kayaks and related products. We believe we are a leader in each of the ski, snowboard and snowshoe categories that we participate in. We sell alpine and Nordic skis under a number of brands, including K2®, Line®, Madshus® and Völkl®, and alpine ski bindings under the name Marker® in the three major ski markets of the world: Europe, Japan and North America. We sell boots, bindings, snowboards, snowboard outerwear and snowshoes under a number of brands including Atlas®, K2®, Morrow®, Ride®, Tubbs®, Völkl® and 5150®. We believe our Marmot® brand is a leader in the premium-priced, high-performance technical outdoor apparel and equipment market. Marmot designs, manufactures, markets and distributes performance jackets, technical rainwear, expedition garments, fleeces, outerwear, softshells, skiwear and accessories, gloves, and expedition quality tents, packs and sleeping bags and related accessories sold under the Marmot® brand name and ski apparel sold under the Marker® brand name. The Ex Officio® brand is recognized as a leader in the design, manufacture, sale and distribution of outdoor and adventure travel apparel for men and women. We believe that Rawlings® is a leading brand and supplier of baseball equipment in North America and their products include baseball gloves, baseballs, batters’ helmets, catchers’ and umpires’ protective equipment, aluminum, composite and wood baseball bats, batters’ gloves and accessories. Rawlings is a major supplier to professional, collegiate, interscholastic and amateur organizations worldwide and is also the official baseball supplier to Major League Baseball (“MLB”), Minor League Baseball and the National Collegiate Athletic Association®, as well as the official helmet supplier to MLB. Moreover Rawlings® was recently named one of “America’s Greatest Brands” by the American Brands Council. We believe Worth® and Miken® are leading brands for softball products with leading positions in collegiate and amateur slow pitch and fast pitch softball.

Strong Brand-Name Recognition. Our portfolio of leading consumer brands assists us in gaining retail shelf space and introducing new products. The Breville®, Coleman®, Crock-Pot®, First Alert®, FoodSaver®, K2®, Marmot®, Mr. Coffee®, Oster®, Pine Mountain®, Rawlings®, Ride®, Rival®, Shakespeare®, Starterlogg®, Stearns®, Sunbeam® and Völkl® brands are highly-recognized brands in their respective market segments. We believe the Rawlings® and Worth® brands in baseball, football and softball, respectively, the deBeer® and Gait® brand names in lacrosse, and K2®, Marker® and Völkl® in snowboards, skis and ski bindings have an extremely high brand name recognition in their market segments. Our Abu Garcia®, Berkley®, Mitchell®, PENN®, Pflueger®, Shakespeare®, Stren®, Trilene® and Ugly Stik® brands are highly recognized within the outdoor enthusiast and fishing market segments. We believe our Ex Officio®, K2®, Marmot®, Marker®, Planet Earth® and Völkl® brands represent quality technical apparel and equipment within their market segments. We believe Diamond® is a leading brand in plastic cutlery, kitchen matches and toothpicks for use in and around the home. We believe that the Mapa® brand is synonymous with rubber gloves in Argentina and France; that the Spontex® brand is a household name in Western and Central Europe; and that the NUK® brand is a worldwide leader in

 

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soothers. We also believe our AeroBed®, Ball®, FoodSaver®, Quickie® and Yankee Candle® brands are household names in inflatable airbeds, fresh preserving, home vacuum packaging systems and cleaning tools and related supplies and premium scented candles, respectively. Overall, we believe our strong brand recognition and consumer awareness, coupled with the quality of our products, help promote significant customer loyalty.

Comprehensive Product Offering. We provide retailers with a broad and diversified portfolio of consumer products across numerous product categories, which add diversity to our revenues and cash flows. Within these categories, we service the needs of a wide range of consumers by providing products to satisfy their different interests, preferences and budgets. Our Branded Consumables segment offers a diversified portfolio of consumer products to serve the value, mid-tier and premium price points, including in part, baby care products (e.g., feeding bottles, pacifiers, soothers and teats), cordage (e.g., rope and twine), fire extinguishing products, firelogs and firestarters, fresh preserving products, home care products (e.g., brooms, brushes, buckets, dusters, dust pans, kitchen matches, mops, plastic cutlery, rubber gloves, sponges and related cleaning products), playing cards and card accessories, security screen doors and fencing, smoke and carbon monoxide alarms, storage organizers and workshop accessories. We believe our Consumer Solutions segment is well-positioned in the kitchen and household appliance categories to take advantage of a “good, better, best” strategy in order to target consumers with various levels of price sensitivity and product sophistication. We believe that our Outdoor Solutions segment, with its products ranging from skis to fishing equipment to personal flotation devices to baseball gloves to lanterns and coolers, is a leading global outdoor lifestyle business with comprehensive product offerings in numerous categories.

We believe our ability to serve retailers with a broad array of branded products and introduce new products will continue to allow us to further penetrate our existing customer bases, while also attracting new customers.

Recurring Revenue Stream. We derive recurring and, we believe, non-cyclical annual sales from many of our leading products due to their affordability and position as fundamental staples within many households. Our cord, rope and twine, feeding bottles, firelogs, firestarters, home care products (e.g., mops, rubber gloves, sponges and related cleaning products), jar closures, kitchen matches, plastic cutlery, premium scented candles and accessories, teats and toothpicks are consumable in nature and exemplify these traits. Moreover, we believe that as the installed base of FoodSaver® and Seal-a-Meal® appliances increases, our disposable storage bags and related accessories used with these appliances will constitute an increasing percentage of total food preservation revenues. Additional sources of recurring revenue include replacement blades for our grooming and shearing business and filters for air purifiers and humidifiers.

Continuous Improvement Programs. A core element of Jarden’s DNA is to “strive to be better.” To that end, we continuously strive to enhance profitability and competitive advantage by leveraging our scale as a buyer in the marketplace and reducing our internal operating costs by sharing infrastructure and expertise across all business units. These endeavors cover all cost centers, including all costs of goods sold (material, labor and overhead), transportation and warehousing, and selling, general and administrative expenses. In addition to the continuous improvement investments made within each business unit, we manage a portfolio of Kaizen projects that bring advisors together from across business units to design solutions to specific challenges in manufacturing, warehousing and/or business operations.

Our procurement professionals participate on cross-business commodity councils to negotiate and implement enterprise level supply agreements that take into account our global demand for raw materials, components, finished goods, fulfillment services, professional services, information technology, telecommunications, transportation, and other goods and services. These supply agreements allow all Jarden businesses, regardless of size, to operate with the buying power of a Fortune 500 company.

In order to leverage our global procurement and fulfillment expertise to the benefit of our stockholders, we employ a center-led strategy that consolidates redundant functions within business units to reduce overhead and increase focus on new areas of product innovation. Jarden businesses are constantly collaborating on projects to

 

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share resources and best practices in a way that increases our unique competitive advantage. Furthermore, opportunities are selectively pursued across business units to cross-utilize infrastructure such as factory, office and warehouse capacity.

The commodity councils and center-led procurement operating models are highly scalable and simplify the integration of newly-acquired companies. Jarden is able to take advantage of leverage from acquired companies and offer those companies access to Fortune 500 scale, enabling the realization of synergies and cost savings. Our supply chain operations partner with all our businesses to ensure that we are continuously focused on enhancing profitability and competitive advantage. Our operating models are extended globally to adapt to the growth in our portfolio of businesses and revenue outside traditional markets in North America.

We utilize an efficient outsourced manufacturing network of suppliers for certain of our products. Many of these relationships are long-term, affording us increased flexibility and stability in our operations. This diverse network allows us to maintain multiple sources of quality products while keeping price points competitive. The global reach of our supply network also enables our businesses to leverage our collective experience when seeking new sources of supply in low cost regions outside our traditional supply markets.

Operating numerous factories globally gives our supply chain executives invaluable real-time insight into the relative cost and complexity associated with manufacturing in many regions of the world. This insight is used to ensure that we are producing our products in the location that will deliver the best cost and quality. We continuously evaluate the portfolio of products we manufacture and source to ensure that we are pursuing the best strategy for either outsourcing or insourcing to further vertically integrate our supply chain.

Chief among our priorities in the area of manufacturing is to ensure that our factories are operating safely, sustainably and efficiently and that deployed capital is delivering a strong return for our stockholders. To achieve these objectives, our manufacturing and continuous-improvement professionals participate on cross-business councils to share innovative ideas, leverage scale in the market place, and implement standards of best practice. These councils facilitate quicker problem solving by identifying and deploying the most qualified subject matter experts in the Company regardless of their business affiliation. All of our manufacturing facilities are measured by a standardized set of key performance indicators that seek to assure production processes fall within operational expectations.

In order to reach our customers globally, our distribution and warehousing networks in and between major markets are significant. Our approach to design emphasizes collaboration across all platforms to increase optimization, reduce logistics costs, and engineer networks that are aligned with the needs of our customers. In many ways, the collective expertise across the Jarden portfolio of businesses allows each individual company to shorten its learning curve in any number of functional areas. This translates into a competitive advantage for our customers and employees.

Low Cost Manufacturing. We focus on executing manufacturing programs involving large volumes with superior efficiencies, low cost and high quality. We organize the production runs in many of our business segments’ product lines to minimize the number of manufacturing functions and the frequency of material handling. We also utilize, where practical, a flexible process which uses cellular manufacturing to allow a continuous flow of parts with minimal set up time. In our lower cost country manufacturing facilities, we focus on manufacturing proprietary products and products where our expertise provides a lower production cost despite the generally higher level of labor required. As the economics of manufacturing product in a particular region evolves, Jarden reviews the viability of whether or not relocation of manufacturing lines is required to assure competitive cost structures and that timely marketplace distribution alignment is maintained.

Repatriation of Manufacturing. Wages in Chinese manufacturing centers are increasing and there continues to be volatility in transportation cost and availability to ship product to our largest markets. In addition, the

 

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world’s emerging economies continue to shift manufacturing capacity to satisfy domestic demand as their consumer class grows which we believe will increasingly put exporters at a disadvantage. Although our business units have been able to maintain a competitive advantage over the years by off-shoring manufacturing to low cost countries such as China, we also retained a significant internal manufacturing capability in North America. Our history of prudent capital investments has enabled cost effective repatriation of the manufacturing of several products, including personal flotation devices, composite baseball bats, hard side coolers, plastic cutlery, box fans, small kitchen appliances, and other products previously manufactured in China.

Proven and Incentivized Management Team. Our management team has a proven track record of successful management with positive operating results. Our “Office of the Chairman” team is comprised of Martin E. Franklin, our Founder and Executive Chairman, Ian G.H. Ashken, our Co-founder, Vice Chairman and President, and James E. Lillie, our Chief Executive Officer. Our primary business units are led by executives with extensive experience in the branded consumer products markets.

Business Strategy

Our objective is to increase profitability, cash flow and revenue while enhancing our position as a leading manufacturer, marketer and distributor of branded consumer products “used in and around the home” and “home away from home.” Our strategy for achieving these objectives includes the following key elements:

Further Penetrate Existing Distribution Channels. We seek to further penetrate existing distribution channels to drive organic growth by leveraging our strong existing customer relationships and attracting new customers. We intend to further penetrate existing distribution channels by continuing to:

 

    provide quality products;

 

    fulfill logistical requirements and volume demands efficiently and consistently;

 

    provide comprehensive product support from design to after-market customer service;

 

    cross-sell our brands across various business segments to our extensive combined customer bases;

 

    leverage strong established European, Latin American and Pacific Rim distribution channels; and

 

    establish new distribution channels through our subsidiaries in Asia.

Introduce New Products. To drive organic growth from our existing businesses, we intend to continue to leverage our strong brand names, customer relationships and proven capacity for innovation to develop new products and product extensions in each of our major product categories.

In our Branded Consumables segment during 2014, our Leisure and Entertainment business introduced the Pine Mountain® UltrastartTM Firestarters that produce a full fire in 15 minutes and a new line of Ball® drinkware products, including Ball® Sip & Straw Lids and Ball® Drinking Mason Jars that expand the strength of the Ball® fresh preserving business. Our Jarden Home and Family business expanded its product offerings internationally in the floor category with the introduction of a new line of innovative mops (flat and steam) under the Spontex® brand and internationally we entered into a new product category of soft baby toys under the NUK® brand. Our Safety and Security business expanded its line of First Alert® Designer Safety smoke and combination smoke and carbon monoxide alarms with new models that feature a convenient sealed, 10-year battery feature, eliminating the need for battery replacements over the life of the products. These sleek, decorator-friendly 10-year battery alarms combine aesthetic, convenience and protection to meets the needs of decor-minded consumers and emerging legislative requirements. Our Yankee Candle business introduced the Scenterpiece™ Easy MeltCup System that simplifies flameless home fragrancing into one easy process, allowing customers to enjoy and quickly swap out their favorite fragrances without the cooling, scraping or pouring involved with traditional tart warmers.

 

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During 2014, our Consumer Solutions segment continued to develop innovative products to meet the needs of consumers driven by trends in food preparation, entertaining, pet care and health and wellness. We introduced a line of wifi connected appliances under the Crock-Pot®, Holmes® and Mr. Coffee® brand names. These appliances enable remote connection via a smart device to monitor and adjust appliance settings. We also introduced the Crock-Pot® Casserole Crock whose rectangular design is perfect for casseroles, lasagna, deserts and more. We expanded our offerings of Crock-Pot® Hook Up modular, expandable slow cooking system, to include warming trays and other sized crocks. We continued to enhance our FoodSaver® food preservation system offerings with new innovation to minimize bag waste and maximize freshness and savings; we expanded our offering of pet products including Oster® shampoos and First Alert® training devices; we continued to expand our Oster® and Breville® personal blending offerings, responding to consumer trends in smoothies and healthy living; and we expanded our global offerings of Oster® DuraCeramic griddles, skillets, rice cookers, waffle makers and a new digital multifunction cooking system, all featuring our natural ceramic non-stick cooking surface that is easy to clean, healthy and scratch resistant. Additionally, we expanded our global portfolio of garment care products to include new aerodynamic dimpling and channeling technologies which reduce friction and minimize loss of steam for effortless ironing results.

During 2014, in our Outdoor Solutions segment, the camping and outdoor business introduced: a full portfolio of grills in Europe under its Campingaz® brand providing new Xcelerate® technology for improved cooking performance; and the Esky® series of high performance hard-side coolers with 44% greater ice retention than its competitors. In our Team Sports business, Rawlings expanded its iconic Heart of Hide® fielder’s glove line with the introduction of the newly developed Heart of the Hide® Prime double tanned U.S. leather that features a proprietary formulation that allows for quick break-in while maintaining pro-level durability. Rawlings also introduced the NRG ImpulseTM Plus football helmet that provides high performance protection and comfort in a sleek lightweight design. In the winter sports business, Völkl® and Marker® introduced a commercial offering of proven technologies with a new range of on-piste performance skis with new Marker UVO (Ultimate Vibration Object) and xCell race binding technologies. The Marker UVO allows Völkl® to build lighter weight skis and absorbs unwanted vibrations and disturbances leading to improved ski grip while the xCell bindings offer higher precision and control for demanding skiers. In the fishing business, we introduced a new version of our Penn Battle II fishing reel which provides improved performance over the prior version of this popular spinning reel and we expanded into a new product category with the introduction of sunglasses under the Berkley® and Spiderwire® brand names.

Pursue Strategic Acquisitions. Consistent with our historical acquisition strategy, to the extent we pursue future acquisitions, we intend to focus on businesses with product offerings that provide geographic or product diversification, or expansion into related categories that can be marketed through our existing distribution channels or provide us with new distribution channels for our existing products, thereby increasing marketing and distribution efficiencies. Furthermore, we expect that acquisition candidates would demonstrate a combination of attractive margins, strong cash flow characteristics, category leading positions and products that generate recurring revenue. We anticipate that the fragmented nature of the consumer products market will continue to provide opportunities for growth through strategic acquisitions of complementary businesses. However, there can be no assurance that we will complete an acquisition in any given year or that any such acquisition will be significant or successful. We will only pursue a candidate when it is deemed to be fiscally prudent and that meets our acquisition criteria. We anticipate that any future acquisitions would be financed through any combination of cash on hand, operating cash flow, availability under our existing credit facilities and new capital market offerings.

Further Expand Internationally. We derived approximately 39% of our consolidated sales in 2014 and 2013 from international markets. We believe that we can expand our international sales primarily by leveraging our distribution channel opportunities across product lines and by pursuing strategic cross-selling or co-branding in our foreign businesses with established complementary distribution channels. We also believe that our strong international distribution network will continue to assist us in placing more products into foreign channels and increase the rate at which our products assimilate themselves into homes in the European, Latin American and Pacific Rim markets.

 

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Focus on Operating Margin Improvements. We focus on expanding margins through operating efficiencies and the realization of synergies from our business units, the integration of our businesses and the transfer of best practices throughout each of our operating units. We use our scale to leverage our supply chain, distribution and production costs as well.

Environmental Matters

Our operations are subject to federal, state and local environmental and health and safety laws and regulations, including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations. Further, the cost of maintaining compliance has not, and we believe in the future, will not, have a material adverse effect on our business, consolidated results of operations and consolidated financial condition. Due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot predict with any certainty that future material capital or operating expenditures will not be required in order to comply with applicable environmental laws and regulations.

In addition to operational standards, environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination. We have attempted to limit our exposure to such liabilities through contractual indemnities and other mechanisms. We do not believe that any of our existing remediation obligations, including those at third-party sites where we have been named a potentially responsible party, will have a material adverse effect upon our business, consolidated results of operations or consolidated financial condition.

Employees

As of December 31, 2014, we employed over 33,000 people in Canada, Europe, Latin America, the Pacific Rim (including China) and the United States, of which approximately 3,800 are unionized.

We have not experienced a work stoppage during the past five years. Management believes that our relationships with our employees and collective bargaining unions are satisfactory.

Research and Development

Research and development costs are expensed as incurred in connection with our internal programs for the development of products and processes. Research and development costs for 2014, 2013 and 2012 were approximately $93 million, $92 million and $88 million, respectively.

Website Access Disclosure

Our internet website address is http://www.jarden.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the proxy statement for our annual meeting of stockholders, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). In addition, information concerning purchases and sales of our equity securities by our executive officers and directors is posted on our website by the end of the business day after filing with the SEC.

Our website also includes the following corporate governance materials under the tab “For Investors - Governance”: our Business Conduct and Ethics Policy; our Board of Directors Governance Principles and Code of Conduct Policy; our Stock Ownership Guidelines and Insider Trading Policy; our Management and Board of

 

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Directors; our Committee Composition; our Insider Transactions; and the charters of our Board of Directors committees. These corporate governance materials are also available in print upon request by any stockholder to our Investor Relations department at our executive corporate headquarters.

Information on our website does not constitute part of this Annual Report on Form 10-K.

In addition to the information included in this Item 1, see Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 8, Note 1 (Business and Significant Accounting Policies) and Note 17 (Segment Information) for financial and other information concerning our business segments and geographic areas.

 

Item 1A. Risk Factors

The ownership of our common stock involves a number of risks and uncertainties. Potential investors should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K before deciding whether to invest in our securities. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The risks described below are not the only ones facing us. Additional risks that are currently unknown to us or that we currently consider to be immaterial may also impair our business or adversely affect our financial condition or results of operations.

Risks Relating to Our Business

We are subject to risks related to our dependence on the strength of retail economies in various parts of the world and our performance may be affected by the global economic environment.

Our business depends on the strength of the retail economies in various parts of the world, primarily in North America but increasingly in Asia, Europe and Central and South America, which have experienced instability in recent years and may experience further volatility, or be subject to further deterioration, for the foreseeable future. These retail economies are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general economic conditions and specific events such as natural disasters, terrorist attacks and political unrest. The impact of these external factors is difficult to predict, and one or more of the factors could adversely impact our business, results of operations and financial condition.

Purchases of many consumer products are discretionary and tend to be highly correlated with the cycles of the levels of disposable income of consumers. As a result, any substantial deterioration in general economic conditions could adversely affect consumer spending patterns, our sales and our results of operations. If the global economy experiences significant disruptions or slowdown, our business could be negatively impacted by reduced demand for our products. We could also be negatively impacted by an economic crisis in individual countries or regions, including sovereign risk related to a deterioration in the credit worthiness of or a default by local governments. Such events could negatively impact our overall liquidity and/or create significant credit risks relative to our local customers and depository institutions.

Changes in the retail industry and markets for consumer products affecting our customers or retailing practices could negatively impact existing customer relationships and our results of operations.

We sell our Outdoor Solutions, Consumer Solutions and Branded Consumables products to retailers, including club, department store, drug, grocery, mass merchant, sporting goods and specialty retailers, as well as direct to consumers. A significant deterioration in the financial condition of our major customers could have a material adverse effect on our sales and profitability. We regularly monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing by a key customer could have a material adverse effect on our business, results of operations and financial condition.

 

 

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In addition, as a result of the desire of retailers to more closely manage inventory levels, there is a growing trend among retailers to make purchases on a “just-in-time” basis. This requires us to shorten our lead time for production in certain cases and more closely anticipate demand, which could in the future require us to carry additional inventories.

We may be negatively affected by changes in the policies of our retailer customers, such as inventory destocking, limitations on access to and time on shelf space, use of private label brands, price demands, payment terms and other conditions, which could negatively impact our results of operations.

There is a growing trend among retailers in the U.S. and in foreign markets to undergo changes that could decrease the number of stores that carry our products or increase the concentration of ownership within the retail industry, including:

 

    consolidating their operations;

 

    undergoing restructurings or store closings;

 

    undergoing reorganizations; or

 

    realigning their affiliations.

These consolidations could result in a shift of bargaining power to the retail industry and in fewer outlets for our products. Further consolidations could result in price and other competition that could reduce our margins and our net sales.

Our sales are highly dependent on purchases from several large customers and any significant decline in these purchases or pressure from these customers to reduce prices could have a negative effect on our future financial performance.

Our customer base is relatively concentrated. In 2014, one customer, Walmart, accounted for approximately 15% of our consolidated net sales.

Although we have long-established relationships with many of our customers, we do not have any long-term supply or binding contracts or guarantees of minimum purchases. Purchases by our customers are generally made using individual purchase orders. As a result, these customers may cancel their orders, change purchase quantities from forecast volumes, delay purchases for a number of reasons beyond our control or change other terms of our business relationship. Significant or numerous cancellations, reductions, delays in purchases or changes in business practices or by customers could have a material adverse effect on our business, results of operations and financial condition. In addition, because many of our costs are fixed, a reduction in customer demand could have an adverse effect on our gross profit margins and operating income.

We depend on a continuous flow of new orders from our large, high-volume retail customers; however, we may be unable to continually meet the needs of our customers. Furthermore, on-time delivery and satisfactory customer service are becoming increasingly important to our customers. Retailers are increasing their demands on suppliers to:

 

    reduce lead times for product delivery, which may require us to increase inventories and could impact the timing of reported sales;

 

    improve customer service, such as with direct import programs, whereby product is supplied directly to retailers from third-party suppliers; and

 

    adopt new technologies related to inventory management such as Radio Frequency Identification, otherwise known as RFID technology, which may have substantial implementation costs.

 

 

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We cannot provide any assurance that we can continue to successfully meet the needs of our customers. A substantial decrease in sales to any of our major customers could have a material adverse effect on our business, results of operations and financial condition.

Changes in foreign, cultural, political and financial market conditions could impair our international operations and financial performance.

Some of our operations are conducted or products are sold in countries where economic growth has slowed, such as Brazil; or where economies have suffered economic, social and/or political instability or hyperinflation; or where the ability to repatriate funds has been significantly delayed or impaired in recent years, such as Venezuela and Argentina. Current government economic and fiscal policies in the economies, including stimulus measures and currency exchange rates and controls, may not be sustainable and, as a result, our sales or profits related to those countries may decline. The economies of other foreign countries important to our operations, including other countries in Asia, Europe and Latin America, could also suffer slower economic growth or economic, social and/or political instability or hyperinflation in the future. Our international operations (and particularly our business in emerging markets), including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things:

 

    protectionist policies restricting or impairing the manufacturing, sales or import and export of our products;

 

    new restrictions on access to markets;

 

    lack of developed infrastructure;

 

    inflation (including hyperinflation) or recession;

 

    devaluations or fluctuations in the value of currencies;

 

    changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, trade protections measures and import and export licensing requirements, environmental laws and occupational health and safety laws;

 

    social, political or economic instability;

 

    acts of war and terrorism;

 

    natural disasters or other crises;

 

    reduced protection of intellectual property rights in some countries;

 

    increases in duties and taxation;

 

    restrictions on transfer of funds and/or exchange of currencies;

 

    expropriation of assets or forced relocations of operations; and

 

    other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by our host countries.

Should any of these risks occur, our ability to manufacture, source, sell or export our products or repatriate profits could be impaired; we could experience a loss of sales and profitability from our international operations; and/or we could experience a substantial impairment or loss of assets, any of which could have a material adverse impact on our business.

 

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Currency devaluations or fluctuations or exchange controls may significantly increase our expenses and affect our results of operations as well as the carrying value of international assets on our balance sheet, especially where the currency is subject to intense political and other outside pressure, such as in the case of the Venezuelan Bolivar and the Chinese Renminbi.

While we transact business predominantly in U.S. dollars and most of our revenues are collected in U.S. dollars, a substantial portion of our assets, revenues, costs, such as payroll, rent and indirect operational costs, and earnings are denominated in other currencies, such as the Chinese Renminbi, Venezuelan Bolivar, European Euro, Japanese Yen, Mexican Peso, and British Pound. Changes in the relation of these and other currencies to the U.S. dollar will affect the carrying value of our international assets as well as our sales and profitability and could result in exchange losses. For example, a stronger Mexican Peso would mean our products assembled or produced in Mexico would be more expensive to import into the U.S. or other countries, thereby reducing profitability of those products. Likewise, if the government of China allowed the Chinese Renminbi to rise substantially versus the U.S. dollar, the cost of our products produced in China would rise.

In 2010, Venezuela was designated a hyper-inflationary economy. Consequently, the Company changed the functional currency of the Company’s subsidiaries in Venezuela from the Venezuelan Bolivar to the U.S. dollar and recorded an accounting charge against earnings relating to foreign exchange translation as a result of the hyperinflationary status. The Venezuelan government devalued its currency in 2010 and again in February 2013. We believe it is likely that additional significant devaluations will occur in the future. The effect of these historical devaluations has been, and the effect of any future devaluation of the Venezuelan Bolivar will be, to impact negatively the carrying value of our assets in Venezuela and our results of operations because the earnings and assets of our Venezuelan operations will be reduced when translated into U.S. dollars. There can be no assurance that there will not be further devaluations of the Venezuelan currency, which could materially adversely affect our business, results of operations and financial condition. In 2013, the Venezuelan government eliminated the regulated System of Transactions in Foreign Currency Denominated Securities (“SITME”) market and established a new auction-based exchange rate market program, the Complementary System of Foreign Currency Administration (“SICAD”). As of December 31, 2014, the Company recorded a remeasurement charge related to remeasuring the Company’s Bolivar-denominated assets and liabilities at their expected settlement rates based on the Company’s experience with the foreign exchange markets for Venezuelan Bolivars during 2014. In February 2015, the Venezuelan government eliminated certain portions of the SICAD and established an additional regulated foreign exchange system for Venezuelan Bolivars called the Marginal Currency System (“SIMADI”). It is too early to determine the impact on the Company of the new SIMADI system. Accordingly, there can be no assurance that the Company and its subsidiaries operating in Venezuela will be able to convert Bolivar cash balances into U.S. dollars or, if they are able to do so, that such conversion will be on commercially acceptable terms. If the Company is not able to convert Venezuelan Bolivars into U.S. dollars in a timely manner or on acceptable terms, the Company could experience currency exchange losses that could have a material adverse effect on our results of operations.

As we have substantial operations and assets located outside the United States, foreign currency devaluations or fluctuations in the applicable foreign currency exchange rates in relation to the U.S. dollar could continue to have a material adverse impact on our business, results of operations and financial condition, both for purposes of actual conversion and financial reporting purposes. The impact of future exchange rate devaluations or fluctuations on our results of operations cannot be accurately predicted. There can be no assurance that the U.S dollar foreign exchange rates will be stable in the future or that fluctuations in financial or foreign markets will not have a material adverse effect on our business, results of operations and financial condition.

Our failure to generate sufficient cash to meet our liquidity needs may affect our ability to service our indebtedness and grow our business.

Our ability to make payments on and to refinance our indebtedness, including any of our debt securities and amounts borrowed under our senior secured credit facility, and to fund planned capital expenditures and expansion efforts and strategic acquisitions we may make in the future, if any, will depend on our ability to

 

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generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, together with available cash and available borrowings under our senior secured credit facility, will be adequate to meet future liquidity needs for at least the next twelve months. However, we cannot assure you that our business will generate sufficient cash flow from operations in the future, that our currently anticipated growth in revenues and cash flow will be realized on schedule or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to service indebtedness, including any of our debt securities, grow our business or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including any of our debt securities and our senior secured credit facility, on or before maturity. We cannot assure you that we will be able to do so on commercially reasonable terms or at all, which could have a material adverse effect on our business.

Our indebtedness imposes constraints and requirements on our business and financial performance, and our compliance and performance in relationship to these could materially adversely affect our financial condition and operations.

We have a significant amount of indebtedness. As of December 31, 2014, we had total indebtedness of approximately $5.1 billion. Our significant indebtedness could:

 

    increase our vulnerability to general adverse economic and industry conditions;

 

    require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

 

    limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

 

    adversely affect our ability to expand our business, market our products and make investments and capital expenditures;

 

    adversely affect our ability to pursue our acquisition strategy;

 

    place us at a competitive disadvantage compared to our competitors that have less debt; and

 

    limit, among other things, our ability to borrow additional funds.

The terms of the instruments governing our indebtedness, including our senior secured credit facility and the indentures governing our 7 12% senior subordinated notes due 2017, our 17/8% senior subordinated convertible notes due 2018, our 1 12% senior subordinated convertible notes due 2019, our 3 34 senior notes due 2021, our 6 18% senior notes due 2022 and our 1 18% senior subordinated convertible notes due 2034, allows us to issue and incur additional debt upon satisfaction of certain conditions. We anticipate that any future acquisitions we pursue as part of our growth strategy or potential stock repurchase programs may be financed through a combination of cash on hand, operating cash flow, availability under our existing credit facilities and new capital market offerings. If new debt is added to current debt levels, the related risks described above could increase.

In addition, the instruments governing our indebtedness, including our senior secured credit facility and the indentures governing our 7 12% senior subordinated notes due 2017, our 17/8% senior subordinated convertible notes due 2018, our 1 12% senior subordinated convertible notes due 2019, our 3 34 senior notes due 2021, our 6 18% senior notes due 2022 and our 1 18% senior subordinated convertible notes due 2034, contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

 

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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the revolving portion of our senior secured credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows would decrease.

Our indebtedness, including our senior secured credit facility and the indentures governing our 7 12% senior subordinated notes due 2017, our 17/8% senior subordinated convertible notes due 2018, our 1 12% senior subordinated convertible notes due 2019, our 3 34% senior notes due 2021, our 6 18% senior notes due 2022 and our 1 18% senior subordinated convertible notes due 2034, contain various covenants which limit our management’s discretion in the operation of our business and the failure to comply with such covenants could have a material adverse effect on our business, financial condition and results of operations.

The instruments governing our indebtedness, including our senior secured credit facility and the indentures governing our 7 12% senior subordinated notes due 2017, our 17/8% senior subordinated convertible notes due 2018, our 1 12% senior subordinated convertible notes due 2019, our 3 34% senior notes due 2021, our 6 18% senior notes due 2022 and our 1 18% senior subordinated convertible notes due 2034, contain various provisions that limit our management’s discretion by restricting our and our subsidiaries’ ability to, among other things and in certain instances:

 

    incur additional indebtedness;

 

    pay dividends or distributions on, or redeem or repurchase, capital stock;

 

    make investments;

 

    engage in transactions with affiliates;

 

    incur liens;

 

    transfer or sell assets; and

 

    consolidate, merge or transfer all or substantially all of our assets.

In addition, our senior secured credit facility requires us to meet certain financial ratios and other covenants. Any failure to comply with the restrictions of our senior secured credit facility and the indentures related to our outstanding notes or any other subsequent financing agreements may result in an event of default. An event of default may allow our creditors, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders under our senior secured credit facility may be able to terminate any commitments they had made to supply us with further funds. Furthermore, substantially all of our domestic assets (including equity interests) are pledged to secure our indebtedness under our senior secured credit facility. If we default on the financial covenants in our senior secured credit facility, our lenders could foreclose on their security interest in such assets, which would have a material adverse effect on our business, results of operations and financial condition.

Instability in the credit markets may impede our ability to successfully access capital markets and ensure adequate liquidity.

In recent years, the global credit markets have experienced significant disruption and volatility as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and failure of certain major financial institutions. As a result, in some cases, the ability or willingness of traditional sources of capital to provide financing has been reduced. Such market disruptions may continue, which could increase our cost of borrowing or affect our ability

 

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to access one or more financial markets. If we are not able to access debt capital markets at competitive rates, our ability to implement our business plan and strategy will be negatively affected. In particular, our accounts receivable securitization facility is designed to be a relatively short-term facility. If we are unable to refinance or replace this facility, our ability to manage our liquidity needs could be impaired which could result in a material adverse effect on our business, financial condition and results of operation.

Our lenders may have suffered losses related to the weakening economy and may not be able to fund our borrowings.

Our lenders, including the lenders participating in our senior secured credit facility, may have suffered losses in recent years related to their lending and other financial relationships, especially because of the general weakening of the national economy since 2008 and increased financial instability of many borrowers. There can be no assurance that additional lenders will not become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our senior secured credit facility or to obtain other financing on favorable terms or at all. Our financial condition and results of operations could be adversely affected if we were unable to draw funds under our senior secured credit facility because of a lender default or to obtain other cost-effective financing.

If we fail to develop new or expand existing customer relationships, our ability to grow our business will be impaired.

Our growth depends to a significant degree upon our ability to develop new customer relationships and to expand existing relationships with current customers. We cannot guarantee that new customers will be found, that any such new relationships will be successful when they are in place, or that business with current customers will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.

Our operating results can be adversely affected by changes in the cost or availability of raw materials.

Pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, have a material adverse effect on our business, results of operations and financial condition.

Recently, the prices of many raw materials used in our businesses have been increasing. During periods of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of operations and financial condition.

Some of the products we manufacture require particular types of glass, metal, paper, plastic, wax, wood or other materials. Supply shortages for a particular type of material can delay production or cause increases in the cost of manufacturing our products. This could have a material adverse effect on our business, results of operations and financial condition.

With the growing trend towards consolidation among suppliers of many of our raw materials, especially resin, glass and steel, we are increasingly dependent upon key suppliers whose bargaining strength is growing. In addition, many of those suppliers have been reducing production capacity of those raw materials in the North American market. We may be negatively affected by changes in availability and pricing of raw materials resulting from this consolidation and reduced capacity, which could negatively impact our results of operations.

 

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Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.

Sales of certain of our products are seasonal. Sales of our outdoor camping equipment, fishing equipment and sporting goods equipment products increase during warm weather months and decrease during winter, while sales of our skis, snowboards and snowshoes increase during the cold weather months and decrease during summer. Additionally, sales of our Branded Consumables products generally reflect the season, with sales of our home improvement products concentrated in the spring and summer months and sales of our firelogs and firestarters, and scented candles concentrated in the fall and winter months. Sales of our Consumer Solutions products generally are strongest in the fourth quarter preceding the holiday season.

Weather conditions may also negatively impact sales. For instance, fewer than anticipated natural disasters (i.e., hurricanes and ice storms) could negatively affect the sale of certain outdoor recreation products; mild winter weather may negatively impact sales of our winter sports products, firelogs and firestarters, and certain personal care and wellness products; and the late arrival of summer weather may negatively impact sales of outdoor camping equipment, fishing equipment, sporting goods and water sports products. These factors could have a material adverse effect on our business, results of operations and financial condition.

If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively.

We believe that our future success will depend, in part, upon our ability to continue to introduce innovative design extensions for our existing products and to develop, manufacture and market new products. We cannot assure you that we will be successful in the introduction, manufacturing and marketing of any new products or product innovations, or develop and introduce, in a timely manner, innovations to our existing products that satisfy customer needs or achieve market acceptance. Our failure to develop new products and introduce them successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.

Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.

We operate in some highly competitive industries. In these industries, we compete against numerous other domestic and foreign companies. Competition in the markets in which we operate is based primarily on product quality, product innovation, price and customer service and support, although the degree and nature of such competition vary by location and product line. We also face competition from the manufacturing operations of some of our current and potential customers with private label or captive house brands.

Some of our competitors are more established in their industries and have substantially greater revenue or resources than we do. Our competitors may take actions to match new product introductions and other initiatives. Since many of our competitors source their products from third parties, our ability to obtain a cost advantage through sourcing is reduced. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Further, retailers often demand that suppliers reduce their prices on existing products. Competition could cause price reductions, reduced profits or losses or loss of market share, any of which could have a material adverse effect on our business, results of operations and financial condition.

To compete effectively in the future in the consumer products industry, among other things, we must:

 

    maintain strict quality standards;

 

    develop new products that appeal to consumers; and

 

    deliver products on a reliable basis at competitive prices.

Our inability to do any of these things could have a material adverse effect on our business, results of operations and financial condition.

 

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We are subject to risks related to acquisitions, and our failure to successfully consummate acquisitions and/or integrate acquired businesses could have a material adverse effect on our business and results of operations.

We have achieved growth through the acquisition of both relatively large and small companies. There can be no assurance that we will continue to be able to integrate successfully these businesses or future acquisitions into our existing business without substantial costs, delays or other operational or financial difficulties. There is also no assurance that we will be able to successfully leverage synergies among our businesses to increase sales and obtain cost savings. Additionally, the failure of these businesses to achieve expected results, diversion of our management’s attention and failure to retain key personnel at these businesses could have a material adverse effect on our business, results of operations and financial condition.

We anticipate that any future acquisitions we pursue as part of our business strategy may be financed through a combination of cash on hand, operating cash flow, availability under our senior secured credit facility and new capital market offerings. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and financial performance, which could materially adversely affect our financial condition and operations.

Our ability to consummate acquisitions and integrate acquired businesses is also subject to oversight and review of various governmental and regulatory authorities, including the U.S. Department of Justice and the Federal Trade Commission in the United States, as well as comparable agencies in other countries. There can be no assurance that these governmental and regulatory authorities will permit us to consummate acquisitions we have identified or that they will not require us to divest or alter the operations of acquired businesses after the consummation of the acquisitions. Any such action could impose substantial cost and operational difficulties on our businesses and could have a material adverse effect on our business, results of operations and financial condition.

Failure to successfully implement our reorganization and acquisition-related projects timely and economically could materially increase our costs and impair our results of operations.

We are in the process of significant reorganization and acquisition-related projects. There can be no assurance that these projects can be completed on time or within our projected costs. Furthermore, these projects will result in an increased reliance on sourced finished goods from third parties, particularly international vendors. Our failure to implement these projects economically and successfully could have a material adverse effect on our business, financial condition and results of operations.

We are subject to several production-related risks which could jeopardize our ability to realize anticipated sales and profits.

In order to realize sales and operating profits at anticipated levels, we must manufacture or source and deliver in a timely manner products of high quality. Among others, the following factors can have a negative effect on our ability to do these things:

 

    labor difficulties;

 

    scheduling and transportation difficulties, including the availability and cost of ocean freight containers;

 

    management dislocation;

 

    substandard product quality, which can result in higher warranty, product liability and product recall costs;

 

    delays in development of quality new products;

 

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    changes in laws and regulations, including changes in tax rates, accounting standards, and environmental, safety and occupational laws;

 

    health and safety laws and regulations; and

 

    changes in the availability and costs of labor.

Any adverse change in any of the above-listed factors could have a material adverse effect on our business, results of operations and financial condition.

Because we manufacture or source a significant portion of our products from Asia, our production lead times are relatively long. Therefore, we often commit to production in advance of firm customer orders. If we fail to forecast customer or consumer demand accurately, we may encounter difficulties in filling customer orders or in liquidating excess inventories or may find that customers are canceling orders or returning products.

Additionally, changes in retailer inventory management strategies could make inventory management more difficult. Any of these results could have a material adverse effect on our business, results of operations and financial condition.

Our operations are dependent upon third-party vendors and suppliers whose failure to perform adequately could disrupt our business operations.

We currently source a significant portion of parts and products from third parties. Our ability to select and retain reliable vendors and suppliers who provide timely deliveries of quality parts and products will impact our success in meeting customer demand for timely delivery of quality products. We typically do not enter into long-term contracts with our primary vendors and suppliers. Instead, most parts and products are supplied on a “purchase order” basis. As a result, we may be subject to unexpected changes in pricing or supply of products. In addition, the financial condition of our vendors and suppliers may be adversely affected by general economic conditions, such as the credit crisis and turbulent macroeconomic environment in recent years. Should any of these parties fail to manufacture sufficient supply, go out of business or discontinue a particular component, we may not be able to find alternative vendors and suppliers in a timely manner, if at all. Any inability of our vendors and suppliers to timely deliver quality parts and products or any unanticipated change in supply, quality or pricing of products could be disruptive and costly to us.

Our reliance on manufacturing facilities and suppliers in Asia could make us vulnerable to supply interruptions related to the political, legal and cultural environment in Asia.

A significant portion of our products are manufactured by third-party suppliers in Asia, primarily the People’s Republic of China, or at our own facilities in China. Our ability to continue to select reliable vendors who provide timely deliveries of quality parts and products will impact our success in meeting customer demand for timely delivery of quality products. Furthermore, the ability of our own facilities to timely deliver finished goods, and the ability of third-party suppliers to timely deliver finished goods and/or raw materials, may be affected by events beyond their control, such as inability of shippers to timely deliver merchandise due to work stoppages or slowdowns, or significant weather and health conditions (such as SARS) affecting manufacturers and/or shippers. Any adverse change in, among other things, any of the following could have a material adverse effect on our business, results of operations and financial condition:

 

    our relationship with third-party suppliers;

 

    the financial condition of third-party suppliers;

 

    our ability to import products from these third-party suppliers or our own facilities; or

 

    third-party suppliers’ ability to manufacture and deliver outsourced products on a timely basis.

 

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We cannot assure you that we could quickly or effectively replace any of our suppliers if the need arose, and we cannot assure you that we could retrieve tooling and molds possessed by any of our third-party suppliers. Our dependence on these few suppliers could also adversely affect our ability to react quickly and effectively to changes in the market for our products. In addition, international manufacturing is subject to significant risks, including, among other things:

 

    labor unrest;

 

    social, political and economic instability;

 

    restrictions on transfer of funds;

 

    domestic and international customs and tariffs;

 

    unexpected changes in regulatory environments; and

 

    potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost as compared to labor costs in North America. However, because China is experiencing rapid social, political and economic changes, labor costs have risen in some regions and there can be no assurance that labor will continue to be available to us in China at costs consistent with historical levels or that changes in labor or other laws will not be enacted which would have a material adverse effect on our operations in China. Any future increase in labor cost in China is likely to be higher than historical amounts.

As a result of experiencing such rapid social, political and economic change, China is also likely to enact new, and/or revise its existing, labor laws and regulations on employee compensation and benefits. Any such changes in Chinese labor laws and regulations would likely have an adverse effect on product manufacturing costs in China. Furthermore, if China laborers go on strike to demand higher wages, our operations could be disrupted. Although China currently enjoys “most favored nation” trading status with the United States, the U.S. government has in the past proposed to revoke such status and to impose higher tariffs on products imported from China. We cannot assure you that our business will not be affected by the aforementioned risks, each of which could have a material adverse effect on our business, results of operations and financial condition.

If we experience revenue declines and decreased profitability, we may incur future impairment charges that could have a material adverse effect on our results of operations.

Our revenue growth and profitability are dependent on our ability to introduce new products and maintain market share. Several factors also impact our profitability which are discussed in this section. If declines in revenues and profitability prevent us from achieving our earnings projections, we may incur impairment charges related to goodwill or indefinite lived intangible assets, or both, which could have a material adverse effect on our results of operations.

Our business, results of operations and financial condition could be materially adversely affected by the loss of our executive officers and the inability to attract and retain appropriately qualified replacements or the diversion of our executive officers’ time and energy to permitted outside interests.

We are highly dependent on the continuing efforts of our executive officers, particularly Martin E. Franklin, our Founder and Executive Chairman, Ian G.H. Ashken, our Co-Founder, Vice Chairman and President, and James E. Lillie, our Chief Executive Officer, who make up our “Office of the Chairman”. We believe these officers’ experience in the branded consumer products industry and our business, and with strategic acquisitions of complementary businesses within our primary business segments, have been important to our historical growth and are important to our future growth strategy. We currently have employment agreements with all of these executive officers. However, we cannot assure you that we will be able to retain any of these executive

 

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officers. Our business, results of operations and financial condition could be materially adversely affected by the loss of any of these executive officers and the inability to attract and retain appropriately qualified replacements. We do not maintain “key man” insurance on any of our executive officers.

Messrs. Franklin and Ashken have other active business interests and engage in other activities beyond their positions at Jarden (something they have always been permitted to do under the terms of their respective employment agreements with us since co-founding the business in 2001, provided such other activities do not interfere with their duties as executives of Jarden or directly compete with us). In particular, Mr. Franklin has been and will be a director of investment companies whose strategy is to acquire one or more operating businesses. Because Mr. Franklin may have an obligation to assist these other companies in actively sourcing and acquiring target businesses, he will be required to spend time and energy (such time and energy may be potentially significant) that he might otherwise devote to Jarden on behalf of another enterprise, which could have an adverse impact on our business.

Mr. Franklin has committed to our Board of Directors that any such outside company he assists in actively sourcing and acquiring target businesses will be seeking transactions outside of those that fit within Jarden’s publicly announced acquisition criteria and will not interfere with Mr. Franklin’s or Mr. Ashken’s obligations to Jarden. Mr. Franklin also committed to the Board of Directors that in order to avoid the potential for a conflict, prior to assisting any such outside company in pursuing any acquisition transaction involving a branded consumer products company that fits within Jarden’s publicly announced acquisition criteria, Mr. Franklin would first confirm with an independent committee of our Board of Directors that Jarden was not interested in pursuing the potential acquisition opportunity. If the independent committee concludes that Jarden is interested in that opportunity, Mr. Franklin would not assist or support the other company in pursuing that transaction. However, we cannot assure you that the other company will not choose to pursue transactions that Jarden would have considered. If it pursues transactions that Jarden would have considered, this could negatively impact Jarden’s growth from future acquisitions.

A deterioration of relations with our labor unions could have a material adverse effect on our business, financial condition and results of operations.

Approximately 490 union workers are covered by collective bargaining agreements at five of our U.S. facilities. These agreements expire at our jar closure facility (Muncie, Indiana) in 2017, at our match manufacturing facility (Cloquet, Minnesota) in 2015 and 2019, at our zinc facility (Greeneville, Tennessee) in 2017, at our babycare facility (Reedsburg, Wisconsin) in 2017 and at our monofilament plant (Enka, North Carolina) in 2016. Additionally, approximately 60 employees at our Legutiano, Spain manufacturing facility, approximately 160 employees at our Lyon, France facility, approximately 207 employees at our Ipoh, Malaysia facility, approximately 330 employees at our Zeven, Germany facility, approximately 40 employees at our other European facilities and approximately 2,500 employees at our Latin America facilities are unionized.

We have not experienced a work stoppage during the past five years. However, we cannot assure you that there will not be a work stoppage in the future. Any such work stoppage could have a material adverse effect on our business, financial condition and results of operations.

Our business involves the potential for product recalls, product liability and other claims against us, which could affect our earnings and financial condition.

As a manufacturer and distributor of consumer products, we are subject to the Consumer Products Safety Act of 1972, which empowers the Consumer Products Safety Commission to exclude from the market products that are found to be unsafe or hazardous. Under certain circumstances, the Consumer Products Safety Commission could require us to repurchase or recall one or more of our products. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which we sell our products, and more restrictive laws and regulations may be adopted in the future. Any repurchase or recall of our

 

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products could be costly to us and could damage our reputation. If we were required to remove, or we voluntarily removed, our products from the market, our reputation could be tarnished and we might have large quantities of finished products that we could not sell.

We also face exposure to product liability claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects. Although we maintain product liability insurance in amounts that we believe are reasonable, that insurance is, in most cases, subject to large self-insured retentions for which we are responsible, and we cannot assure you that we will be able to maintain such insurance on acceptable terms, if at all, in the future or that product liability claims will not exceed the amount of insurance coverage. Additionally, we do not maintain product recall insurance. As a result, product recalls or product liability claims could have a material adverse effect on our business, results of operations and financial condition.

In addition, we face potential exposure to unusual or significant litigation arising out of alleged defects in our products or otherwise. We spend substantial resources ensuring compliance with governmental and other applicable standards. However, compliance with these standards does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. We do not maintain insurance against many types of claims involving alleged defects in our products that do not involve personal injury or property damage. As a result, these types of claims could have a material adverse effect on our business, results of operations and financial condition.

Our product liability insurance program is an occurrence-based program based on our current and historical claims experience and the availability and cost of insurance. We currently either self-insure or administer a high retention insurance program for most product liability risks. Historically, product liability awards have rarely exceeded our individual per occurrence self-insured retention. We cannot assure you, however, that our future product liability experience will be consistent with our past experience or that claims and awards subject to self-insured retention will not be material to us.

See Note 11 (Commitments and Contingencies) of the notes to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2014 for a further discussion of these and other regulatory and litigation-related matters.

If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours, which could adversely affect our market share and results of operations.

Our success with our proprietary products depends, in part, on our ability to protect our current and future technologies and products and to defend our intellectual property rights. If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours. Our principal intellectual property rights include our trademarks.

We also hold numerous design and utility patents covering a wide variety of products. We cannot be sure that we will receive patents for any of our patent applications or that any existing or future patents that we receive or license will provide competitive advantages for our products. We also cannot be sure that competitors will not challenge, invalidate or avoid the application of any existing or future patents that we receive or license. In addition, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our products.

Our results could be adversely affected if the cost of compliance with environmental, health and safety laws and regulations becomes too burdensome.

Our operations are subject to federal, state, local and foreign environmental, health and safety laws and regulations, including those that impose workplace standards and regulate the discharge of pollutants into the

 

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environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations and that the cost of maintaining compliance will not have a material adverse effect on our business, results of operations or financial condition. However, due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot assure you that future material capital expenditures will not be required in order to comply with applicable environmental, health and safety laws and regulations.

We may be subject to environmental and other regulations due to our production and marketing of products in certain states and countries. We also face increasing complexity in our product design and procurement operations as we adjust to new requirements relating to the materials composition of our products. The European Union (“EU”) issued two directives, currently in effect, relating to chemical substances in electronic products. The Waste Electrical and Electronic Equipment Directive requires producers of electrical goods to pay for specified collection, recycling, treatment and disposal of past and future covered products (the “WEEE Legislation”). The EU has issued another directive that requires electrical and electronic equipment placed on the EU market after July 1, 2006 to be free of lead, mercury, cadmium, hexavalent chromium (above a threshold limit) and brominated flame retardants (the “RoHS Legislation”). If we do not comply with these directives, we may suffer a loss of revenue, be unable to sell in certain markets and/or countries, be subject to penalties and enforced fees and/or suffer a competitive disadvantage. Similar legislation could be enacted in other jurisdictions, including in the United States. Costs to comply with the WEEE Legislation, RoHS Legislation and/or similar future legislation, if applicable, could include costs associated with modifying our products, recycling and other waste processing costs, legal and regulatory costs and insurance costs. We may also be required to take reserves for costs associated with compliance with these regulations. We cannot assure you that the costs to comply with these new laws, or with current and future environmental and worker health and safety laws, will not have a material adverse effect on our business, results of operations and financial condition.

We may incur significant costs in order to comply with environmental remediation obligations.

In addition to operational standards, environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination. Accordingly, we may be liable, either contractually or by operation of law, for remediation costs even if the contaminated property is not presently owned or operated by us, is a landfill or other location where we have disposed wastes, or if the contamination was caused by third parties during or prior to our ownership or operation of the property. Given the nature of the past industrial operations conducted by us and others at these properties, there can be no assurance that all potential instances of soil or groundwater contamination have been identified, even for those properties where an environmental site assessment has been conducted. We do not believe that any of our existing remediation obligations, including at third-party sites where we have been named a potentially responsible party, will have a material adverse effect upon our business, results of operations or financial condition. However, future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation liabilities that may be material. See “Environmental Matters” under Note 11 (Commitments and Contingencies) of the notes to our consolidated financial statements in this Annual Report on Form 10-K for the year ended December 31, 2014 for a further discussion of these and other environmental-related matters.

Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, new SEC regulations and New York Stock Exchange market rules, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is

 

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provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors’ audit of that assessment have required the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. Furthermore, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

We may not be able to implement or operate successfully and without interruptions to the operating software systems and other computer technologies that we depend on to operate our business, which could negatively impact or disrupt our business.

We are in the process of selecting or implementing new operating software systems within a number of our business segments, and complications from these projects could cause considerable disruptions to our business. While significant testing will take place and the rollout will occur in stages, the period of change from the old system to the new system will involve risk. Application program bugs, system conflict crashes, user error, data integrity issues, customer data conflicts and integration issues among our legacy systems all pose potential risks. Any of these issues could have a material adverse effect on our business, results of operations and financial condition.

We rely on other companies to maintain some of our information technology infrastructure. Should they fail to perform due to events outside our control, it could affect our service levels and threaten our ability to conduct business. In addition, natural disasters such as hurricanes may disrupt our infrastructure and our disaster recovery process may not be sufficient to protect against loss.

Additionally, our business operations are dependent on our logistical systems, which include our order management systems and our computerized warehouse systems. Any interruption in our logistical systems could impact our ability to procure our products from our factories and suppliers, transport them to our distribution facilities, store them and deliver them to our customers on time and in the correct amounts.

If our efforts to protect the security of personal information about our customers and consumers are unsuccessful and unauthorized access to that personal information is obtained, we could be subject to costly government enforcement action and private litigation and our reputation could suffer.

Our operations, especially our retail operations, involve the storage and transmission of our customers’ and consumers’ proprietary information, such as credit card and bank account numbers, and security breaches could expose us to a risk of loss of this information, government enforcement action and litigation and possible liability. Our payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud.

If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our customers’ and consumers’ data, our reputation may be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized

 

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until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security occurs, the public perception of the effectiveness of our security measures could be harmed and we could lose customers and consumers, which could adversely affect our business.

 

Item 1B. Unresolved Staff Comments

Not Applicable.

 

Item 2. Properties

Our corporate offices are located in leased office space in Boca Raton and Miami, Florida, in Norwalk, Connecticut and in Rye, New York. At December 31, 2014, the Company and its subsidiaries lease or own facilities throughout the U.S., some of which have multiple buildings and warehouses, and these U.S. facilities encompass approximately 18 million square feet. We lease or own international facilities encompassing approximately 12 million square feet primarily in Asia, Canada, Europe and Latin America. Of the U.S. and international manufacturing and warehouse facilities, approximately 17 million square feet of space is owned, while the remaining 13 million square feet of space is leased. The approximate percentage of the facility square footage used by each segment is as follows: Branded Consumables—43%; Consumer Solutions—16%; Outdoor Solutions—37%; and Process Solutions—4%.

In general, our properties are well-maintained, considered adequate and are utilized for their intended purposes. See Note 5 to our consolidated financial statements, Property, Plant and Equipment, which discloses amounts invested in land, buildings and machinery and equipment. Also see Note 11 (Commitments and Contingencies) to our consolidated financial statements, which discloses the Company’s operating lease commitments.

 

Item 3. Legal Proceedings

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company and/or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (“EPA”) or a state environmental agency as a Potentially Responsible Party (“PRP”) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect upon the consolidated financial condition, results of operations or cash flows of the Company. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current

 

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information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Product Liability

As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to their business. Annually, the Company sets its product liability insurance program, which is an occurrence-based program based on the Company and its subsidiaries’ current and historical claims experience and the availability and cost of insurance. The Company’s product liability insurance program generally includes a self-insurance retention per occurrence.

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

Based on current information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

 

Item 4. Mine Safety Disclosures

Not Applicable.

Executive Officers of the Registrant

Pursuant to General Instruction G(3), the information regarding our executive officers called for by Item 401(b) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.

The executive officers of our Company are as follows:

Martin E. Franklin, age 50, is the Company’s Founder and serves as Executive Chairman of our Company. Mr. Franklin was appointed to our Board of Directors on June 25, 2001 and became Chairman and Chief Executive Officer effective September 24, 2001 and served as Chairman and Chief Executive Officer until June 13, 2011, at which time he began service as Executive Chairman. Mr. Franklin is also a principal and executive officer of a number of private investment entities. Mr. Franklin also served as the Chairman and/or Chief Executive Officer of three public companies, Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc., between 1992 and 2000. Mr. Franklin also currently serves as a director of three other public companies, Nomad Holdings Limited, Platform Specialty Products Corporation and Restaurant Brands International Inc.

Ian G.H. Ashken, age 54, is the Company’s Co-Founder and serves as Vice Chairman and President of our Company. Mr. Ashken was appointed to the Board of Directors on June 25, 2001 and became Vice Chairman, Chief Financial Officer and Secretary effective September 24, 2001. Mr. Ashken was Secretary until

 

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February 15, 2007 and Chief Financial Officer until June 12, 2014. Mr. Ashken is also a principal and executive officer of a number of private investment entities. Mr. Ashken also served as the Vice Chairman and/or Chief Financial Officer of three public companies, Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé, Inc. between 1992 and 2000. Mr. Ashken also currently serves as a director of Platform Specialty Products Corporation.

James E. Lillie, age 53, is Chief Executive Officer of our Company. Mr. Lillie joined our Company in August 2003 as Chief Operating Officer and assumed the additional title and responsibilities of President effective January 2004. Mr. Lillie served as President and Chief Operating Officer until June 13, 2011, at which time he began service as Chief Executive Officer. From 2000 to 2003, Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited, a diversified commercial printing and business communications company. From 1999 to 2000, Mr. Lillie served as Executive Vice President of Operations at Walter Industries, Inc., a Kohlberg, Kravitz, Roberts & Company (“KKR”) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of senior level management positions across a variety of disciplines, including human resources, manufacturing, finance and operations at World Color, Inc., another KKR portfolio company.

Alan W. LeFevre, age 55, is Executive Vice President – Finance and Chief Financial Officer of our Company. Mr. LeFevre has been with the Company since January 2005 where he has served as Executive Vice President and Chief Financial Officer of the Company’s Jarden Consumer Solutions subsidiary (“JCS”) until June 12, 2014. From 1997 to 2005, Mr. LeFevre was with American Household, Inc., which was acquired by the Company in January 2005, where he held positions of increasing responsibility.

John E. Capps, age 50, is Executive Vice President – Administration, General Counsel and Secretary of our Company. Mr. Capps has been with the Company since January 2005. From 2003 to 2005, Mr. Capps was with American Household, Inc. which was acquired by the Company in January 2005, where he most recently served as Vice President-Legal. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP.

Richard T. Sansone, age 48, is Executive Vice President – Operations of our Company. Mr. Sansone has been with the Company since December 2005. Prior to joining our Company, he most recently served as Senior Vice President, Controller and Chief Accounting Officer of RR Donnelley and Sons (formerly Moore Corporation, Limited), from April 2001 to December 2005. From 1992 to 2001, Mr. Sansone was with PricewaterhouseCoopers LLP where he was an Audit Senior Manager.

Our executive officers serve at the discretion of our Board of Directors.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market; Market Price; and Dividends for Registrant’s Common Equity

Jarden Corporation’s (the “Company” or “Jarden”) common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “JAH.” As of February 17, 2015, there were approximately 3,000 registered holders of record of the Company’s common stock, par value $0.01 per share. On February 17, 2015, the last recorded sales price of the Company’s common stock was $52.02. In January 2012, the Company announced that the Board of Directors of the Company (the “Board”), in connection with the acceleration of its stock repurchase program, had decided to suspend the Company’s dividend program following the dividend paid on January 31, 2012.

The table below sets forth the intraday high and low sales prices of the Company’s common stock as reported on the NYSE for the periods indicated:

 

     Common Stock Price  
     2014      2013  
     High      Low      High      Low  

First Quarter

   $ 42.67       $ 38.10       $ 29.50       $ 23.39   

Second Quarter

     40.58         36.17         32.85         27.84   

Third Quarter

     41.37         36.73         33.40         28.59   

Fourth Quarter

     48.72         36.27         40.95         30.89   

On November 24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock and stock option data of the Company’s common stock have been restated to reflect the effect of the stock split for all periods presented in this Annual Report on Form 10-K.

Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The graph below compares total stockholder return on the Company’s common stock from December 31, 2009 through December 31, 2014 with the cumulative total return of (a) the Standard and Poor’s (“S&P”) 500 Index, and (b) the S&P Midcap 400 Index, assuming a $100 investment made on December 31, 2009. Each of the three measures of cumulative total return assumes reinvestment of dividends, if applicable. The stock

 

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performance shown on the graph below is based on historical data and is not indicative of, or intended to forecast, possible future performance of the Company’s common stock.

 

LOGO

Equity Compensation Plan Information

Information regarding Jarden’s equity compensation plans, including both stockholder-approved plans and plans not approved by stockholders, is incorporated by reference in Item 12 of Part III of this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities

None.

Recent Purchases of our Registered Equity Securities by the Issuer and Affiliated Purchases

None.

 

Item 6. Selected Financial Data

The following tables set forth the Company’s selected financial data as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010. The selected financial data set forth below has been derived from the audited consolidated financial statements and related notes thereto, where applicable, for the respective fiscal years. The selected financial data should be read in conjunction with “Management’s Discussion and

 

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Analysis of Financial Condition and Results of Operations,” as well as the consolidated financial statements and notes thereto. These historical results are not necessarily indicative of the results to be expected in the future. Certain reclassifications have been made in the Company’s financial statements of prior years to conform to the current year presentation. These reclassifications had no impact on previously reported net income.

 

     As of and for the Years Ended December 31,  

(in millions, except per share data)

   2014(b)     2013(b)     2012     2011     2010(b)  

STATEMENTS OF OPERATIONS DATA

          

Net sales

   $ 8,287.1      $ 7,355.9      $ 6,696.1      $ 6,679.9      $ 6,022.7   

Operating earnings (a)

     639.8        572.9        576.8        522.9        407.3   

Interest expense, net

     210.3        195.4        185.3        179.7        177.8   

Loss on early extinguishment of debt

     56.7        25.9        —         12.8        —    

Income tax provision

     130.3        147.7        147.6        125.7        122.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (a)

$ 242.5    $ 203.9    $ 243.9    $ 204.7    $ 106.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share (a)

$ 1.31    $ 1.20    $ 1.39    $ 1.03    $ 0.53   

Diluted earnings per share (a)

$ 1.28    $ 1.18    $ 1.38    $ 1.03    $ 0.53   

OTHER FINANCIAL DATA

Net cash provided by operating activities

$ 627.0    $ 668.5    $ 480.3    $ 427.1    $ 289.0   

Net cash provided by (used in) financing activities

  265.5      1,405.6      164.7      (196.7   480.2   

Net cash used in investing activities

  (711.5   (1,957.4   (427.5   (113.1   (883.1

Depreciation and amortization

  191.1      165.9      152.8      163.7      142.8   

Capital expenditures

  202.1      211.0      154.5      126.9      137.5   

Cash dividends declared per common share (d)

  —       —       —       0.15      0.15   

BALANCE SHEET DATA

Cash and cash equivalents

$ 1,164.8    $ 1,128.5    $ 1,034.1    $ 808.3    $ 695.4   

Working capital (e)

  2,240.8      2,044.1      2,081.7      2,029.8      1,693.6   

Total assets

  10,799.3      10,096.1      7,710.6      7,116.7      7,093.0   

Total debt

  5,058.9      4,742.4      3,798.1      3,159.4      3,240.6   

Total stockholders’ equity

  2,609.3      2,549.7      1,759.6      1,912.0      1,820.5   

 

(a) Includes the following significant items affecting comparability:

 

    2014 includes: $175 million of foreign exchange-related charges related to the Company’s Venezuela operations, which are primarily comprised of a foreign exchange-related charge of $151 million due to the write-down of net monetary assets (see Note 1 to the consolidated financial statements); non-cash impairment charges of $25.4 million related to the impairment of intangible assets (see Note 6 to the consolidated financial statements); $42.0 million of acquisition-related and other costs, net; and a $56.7 million loss on the extinguishment of debt (see Note 9 to the consolidated financial statements).

 

    2013 includes: $29.0 million of foreign exchange-related charges related to the Company’s Venezuela operations (see Note 1 to the consolidated financial statements); $89.8 million for the purchase accounting adjustment charged to cost of sales for the elimination of manufacturer’s profit in inventory related to acquisitions; $22.0 million of restructuring costs (see item (c) below); and a $25.9 million loss on the extinguishment of debt (see Note 9 to the consolidated financial statements).

 

    2012 includes: $27.1 million of restructuring costs (see item (c) below); and $17.5 million of acquisition-related and other costs, net.

 

    2011 includes: non-cash impairment charges of $52.5 million, primarily comprised of a non-cash impairment charge of $43.4 million related to the impairment of goodwill and intangibles; $23.4 million of restructuring costs (see item (c) below); and $21.4 million of acquisition-related and other costs, net.

 

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    2010 includes: $70.6 million of non-cash charges related to the Company’s Venezuela operations; $42.3 million of acquisition-related and other charges, net, primarily related to acquisitions completed in 2010; purchase accounting adjustments of $27.4 million for the purchase accounting adjustment charged to cost of sales for the elimination of manufacturer’s profit in inventory related to acquisitions; and a $19.7 million non-cash charge related to the impairment of goodwill and intangibles.

 

(b) The results of Rexair Holdings, Inc., Yankee Candle Investments LLC, Mapa Spontex Baby Care and Home Care businesses, Aero Products International, Inc. and Quickie Manufacturing Corporation are included from their dates of acquisition of August 29, 2014, October 3, 2013, April 1, 2010, October 1, 2010 and December 17, 2010, respectively.

 

(c) Restructuring costs include costs associated with exit or disposal activities, including costs of employee and lease terminations and facility closings or other exit activities (see Note 16 to the consolidated financial statements).

 

(d) In January 2012, the Company announced that the Board had decided to suspend the Company’s dividend program following the dividend paid on January 31, 2012.

 

(e) Working capital is defined as current assets less current liabilities. For 2014, 2013, 2012, 2011 and 2010, working capital excluding cash was $1.1 billion, $916 million, $1.0 billion, $1.2 billion and $998 million, respectively.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of financial condition and results of operations of Jarden Corporation and its subsidiaries (hereinafter referred to as the “Company” or “Jarden”) should be read together with the consolidated financial statements and notes to those statements included in Item 8 of Part II of this Annual Report on Form 10-K. Unless otherwise indicated, references in the following discussion to 2014, 2013 and 2012 are to Jarden’s fiscal years ended December 31, 2014, 2013 and 2012, respectively.

Overview

The Company is a leading provider of a broad range of consumer products. The Company reports four business segments: Branded Consumables, Consumer Solutions, Outdoor Solutions and Process Solutions. The majority of the Company’s sales are within the United States. The Company’s international operations are mainly based in Asia, Canada, Europe and Latin America.

The Company distributes its products globally, primarily through club stores; craft stores; direct-to-consumer channels, primarily consisting of infomercials; department stores; drugstores; grocery retailers; home improvement stores; mass merchandisers; on-line; specialty retailers and wholesalers. The markets in which the Company’s businesses operate are generally highly competitive, based primarily on product quality, product innovation, price and customer service and support, although the degree and nature of such competition vary by location and product line. Since the Company operates primarily in the consumer products markets, it is generally affected, by among other factors, overall economic conditions and the related impact on consumer confidence.

The Branded Consumables segment manufactures or sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, air fresheners, brooms, brushes, buckets, children’s card games, clothespins, collectible tins, condoms, cord, rope and twine, dusters, dust pans, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, foam coolers, fresh preserving jars and accessories, home decor accessories, home fragrance products, kitchen matches, mops, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, premium scented candles and accessories, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage

 

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organizers and workshop accessories, teats, toothpicks, travel sprays, window guards and other accessories. This segment markets our products under the Aviator®, Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, BRK®, Crawford®, Diamond®, Fiona®, First Alert®, First Essentials®, Hoyle®, Java-Log®, KEM®, Kerr®, Lehigh®, Lifoam® Lillo®, Loew-Cornell®, Mapa®, NUK®, Pine Mountain®, ProPak®, Quickie Green Cleaning®, Quickie Home-Pro®, Quickie Microban®, Quickie Original®, Quickie Professional®, Spontex®, Tigex®, Wellington® and Yankee Candle® brand names, among others.

The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and home environment products. This segment maintains a strong portfolio of globally-recognized brands including Bionaire®, Cadence®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rainbow®, Rival®, Seal-a-Meal®, Sunbeam® and Villaware®. The principal products in this segment include: household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, tea kettles, toasters, toaster ovens and vacuum packaging machines; home environmental products, such as air purifiers, fans, heaters, humidifiers and vacuum cleaning systems; clippers, trimmers and other hair care products for professional use in the beauty and barber and animal categories; electric blankets, mattress pads and throws; products for the hospitality industry; and scales for consumer use. The Consumer Solutions segment also has rights to sell various small appliance products, in substantially all of Europe under the Breville® brand name.

The Outdoor Solutions segment manufactures or sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman® is a leading brand for active lifestyle products, offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, foldable furniture, gas grills, lanterns and flashlights, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and tow-behinds. The Outdoor Solutions segment is also a leading provider of fishing equipment under brand names such as Abu Garcia®, All Star®, Berkley®, Fenwick®, Gulp!®, JRC™, Mitchell®, PENN®, Pflueger®, Sebile®, Sevenstrand®, Shakespeare®, Spiderwire®, Stren®, Trilene®, Ugly Stik® and Xtools®. Team sports equipment for baseball, softball, football, basketball and lacrosse products are sold under brand names such as deBeer®, Gait®, Miken®, Rawlings® and Worth®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas®, Full Tilt®, K2®, Line®, Little Bear®, Madshus®, Marker®, Morrow®, Ride®, Tubbs®, Völkl® and 5150®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Helium®, Hodgman®, MadDog Gear®, Sevylor®, Sospenders® and Stearns®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as CAPP3L®, Ex Officio®, K2®, Marker®, Marmot®, Planet Earth®, Ride®, Völkl®and Zoot®, and premium air beds under the AeroBed® brand. The Outdoor Solutions Segment also sells a variety of products sold internationally under brand names such as Campingaz®, Esky®, Greys®, Hardy® and Invicta®.

The Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. This segment’s materials business produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for citizen band, marine and military applications. This segment is also a leading North American producer of niche products fabricated from solid zinc strip and is the sole source supplier of copper-plated zinc penny blanks to the United States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel-plated finishes on steel and zinc for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed globally for use in the architectural, automotive, construction, electrical component and plumbing markets.

 

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The Company’s objective is to increase profitability, cash flow and revenue while enhancing our position as a leading manufacturer, marketer and distributor of branded consumer products “used in and around the home” and “home away from home.” The Company’s strategy for achieving these objectives includes the following key elements:

 

    further penetrate existing distribution channels by leveraging our strong existing customer relationships and attracting new customers;

 

    leverage our strong brand names, customer relationships and proven capacity for innovation to develop new products and product extensions in each of our major product categories;

 

    pursue strategic acquisitions;

 

    gradually expand international revenues to approximately 50% of total revenue;

 

    expand margins through operating efficiencies and the realization of synergies from our supply chain, distribution and production costs;

 

    take advantage of cross-channel opportunities by using each business’ geographic strength to support expansion of affiliated businesses;

 

    efficiently deploy working capital to enhance operating cash flow;

 

    maintain capital expenditures at an annualized run rate in the range of approximately 2.0% - 2.5% of net sales; and

 

    prudently and creatively access capital markets.

The Company believes its product innovations and product extensions will continue to drive sales growth in both new and existing customers while also expanding margins. Strategic acquisitions and continued geographic expansion, depending on overall market conditions, help supplement sales growth and product extensions. The Company believes savings from operational efficiencies from supply chain, distribution and production costs synergies will provide increased cash flow from operations.

Summary of Significant 2014 Activities

 

    In December 2014, the Company entered into an amendment to its senior secured credit facility (the “Facility”), which resulted in, among other things, lowering the spread and extending the maturity date on the term loan A facility. Following the amendment, the senior secured term loan A portion of the Facility, which matures in December 2019, bears interest at LIBOR plus 175 basis points.

 

    On November 24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock and stock option data of the Company’s common stock have been restated to reflect the effect of the stock split for all periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto. Stockholders’ equity reflects the effect of the stock split by reclassifying from additional paid-in capital to common stock, an amount equal to the par value of the additional shares resulting from the stock split.

 

    In July 2014, the Company completed the sale of €300 million in aggregate principal amount of 3 34% senior notes that mature in October 2021, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act.

 

   

During April 2014, the Company redeemed the entire principal amount outstanding for both the U.S. dollar tranche and the Euro dollar tranche of the 7 12% Senior Subordinated Notes due 2020 for total

 

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consideration, excluding accrued interest, of $523 million (the “Redemption”). As a result of these debt extinguishments, the Company recorded a loss on the extinguishment of debt of approximately $54 million during the three months ended June 30, 2014, primarily comprised of prepayment premiums and a non-cash charge due to the write-off of deferred debt issuance costs.

 

    In March 2014, the Company completed a private offering for the sale of $690 million aggregate principal amount of 1 18% senior subordinated convertible notes due 2034 (the “2034 Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and received net proceeds of approximately $674 million, after deducting fees and expenses.

 

    In February 2014, the Company’s Board of Directors authorized an increase in the then available amount under the Company’s existing stock repurchase program (the “Stock Repurchase Program”) to allow for the repurchase of up to $500 million in the aggregate of the Company’s common stock.

Acquisitions

Consistent with the Company’s historical acquisition strategy, to the extent the Company pursues future acquisitions, the Company intends to focus on businesses with product offerings that provide geographic or product diversification, or expansion into related categories that can be marketed through the Company’s existing distribution channels or provide us with new distribution channels for its existing products, thereby increasing marketing and distribution efficiencies. Furthermore, the Company expects that acquisition candidates would demonstrate a combination of attractive margins, strong cash flow characteristics, category leading positions and products that generate recurring revenue. The Company anticipates that the fragmented nature of the consumer products market will continue to provide opportunities for growth through strategic acquisitions of complementary businesses. However, there can be no assurance that the Company will complete an acquisition in any given year or that any such acquisition will be significant or successful. The Company will only pursue a candidate when it is deemed to be fiscally prudent and that meets the Company’s acquisition criteria. The Company anticipates that any future acquisitions would be financed through any combination of cash on hand, operating cash flow, availability under its existing credit facilities and new capital market offerings.

2014 Activity

On August 29, 2014, the Company completed the acquisition of Rexair Holdings, Inc. (“Rexair”), a global provider of premium vacuum cleaning systems sold primarily under the Rainbow® brand name (the “Rexair Acquisition”). The total value of the transaction, including debt assumed and repaid, was approximately $349 million, subject to certain adjustments. The acquisition of Rexair is expected to expand distribution channels, as well as expand the Company’s current product offerings. Rexair is reported in the Company’s Consumer Solutions segment and is included in the Company’s results of operations from the date of acquisition. Based on the Company’s preliminary valuations, which are subject to further refinement, the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

During 2014, the Company completed two other tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

2013 Activity

On October 3, 2013, the Company acquired Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded premium scented candle company (the “YCC Acquisition”). The total value of the YCC Acquisition, including debt assumed and/or repaid, was approximately $1.8 billion. The YCC Acquisition extends the Company’s portfolio of market-leading, consumer brands in niche, seasonal staple categories, while creating opportunities in cross-selling and broadening the global distribution platform. The YCC Acquisition enhances the Company’s overall margin profile and is consistent with the Company’s disciplined acquisition

 

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criteria of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Yankee Candle is reported in the Company’s Branded Consumables segment and was included in the Company’s results of operations from October 3, 2013.

During 2013, the Company completed one other tuck-in acquisition that by nature was complementary to the Company’s core businesses and from an accounting standpoint was not significant.

2012 Activity

During 2012, the Company completed three tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

Venezuela Operations

Up until December 31, 2014, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at and are reflected in the Company’s consolidated financial statements at the CENCOEX exchange rate (“official exchange rate”) of 6.30 Bolivars per U.S. dollar, which was the Company’s expected settlement rate.

In 2013, the Venezuelan government established a new auction-based exchange rate market program, the Complementary System for Foreign Currency Administration (“SICAD”). In 2014, the Venezuelan government mandated that dividends and royalties be executed under the SICAD program and also introduced an additional currency exchange program, commonly referred to as SICAD-II. At December 31, 2014, the exchange rates for SICAD and SICAD-II were 12.0 and 50.0 Bolivars per U.S. dollar, respectively. Historically, the majority of the Company’s purchases have qualified for the official exchange rate and the Company has been able to convert Bolivars at the official exchange rate. Due to the evolving foreign exchange control environment in Venezuela and additional experience with the various foreign exchange mechanisms, as of December 31, 2014, the Company determined it would be most appropriate for it to remeasure the financial statements of the Company’s subsidiaries operating in Venezuela at the SICAD-II exchange rate. As a result of the change to the SICAD-II exchange rate, the results of operations for 2014 includes a foreign exchange-related charge of $151 million related to the write-down of net monetary assets due to this remeasurement. This charge is included in selling, general and administrative expenses (“SG&A”). At December 31, 2014, the Company’s Bolivar-denominated net assets were approximately $22 million, including $18 million of cash, most of which is cash denominated in Bolivars converted at the SICAD-II rate. During 2014, the Company was able to convert Bolivars to U.S. dollars at all three available exchange rates.

At December 31, 2014, net property, plant and equipment of approximately $40 million related to the Company’s operation in Venezuela, which is valued at historical cost, may be exposed to future impairments should the market exchange mechanisms not provide sufficient liquidity for operations or should the macro-economic conditions in Venezuela further deteriorate.

On February 8, 2013, the Venezuelan government announced its intention to further devalue the Bolivar relative to the U.S. dollar. As a result of the devaluation, the official exchange rate changed to 6.30 Bolivars per U.S. dollar for imported goods. As such, beginning in February 2013, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at the official exchange rate. During 2013, the Company recorded $29.0 million of devaluation-related charges related to its Venezuela operations, which are almost entirely comprised of a charge related to the write-down of monetary assets due to the change in the official exchange rate. These charges are included in SG&A.

Subsequent Event

On February 10, 2015, the Venezuelan government established a new foreign exchange system, the Marginal Currency System (“SIMADI”). Furthermore, in February 2015 shortly after establishment of SIMADI, the SICAD-II program was eliminated. The Company is evaluating the impact of these events to determine the potential charge that could result from remeasuring the Bolivar-denominated net monetary assets of the Company’s Venezuela operations, as well as the ongoing operational and financial impact.

 

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Consolidated Results of Operations

 

     Years Ended December 31,  

(in millions)

   2014      2013      2012  

Net sales

   $ 8,287.1       $ 7,355.9       $ 6,696.1   

Cost of sales

     5,654.2         5,241.2         4,771.7   
  

 

 

    

 

 

    

 

 

 

Gross profit

  2,632.9      2,114.7      1,924.4   

Selling, general and administrative expenses

  1,960.0      1,519.8      1,320.5   

Restructuring costs, net

  7.7      22.0      27.1   

Impairment of goodwill, intangibles and other assets

  25.4      —       —    
  

 

 

    

 

 

    

 

 

 

Operating earnings

  639.8      572.9      576.8   

Interest expense, net

  210.3      195.4      185.3   

Loss on early extinguishment of debt

  56.7      25.9      —    
  

 

 

    

 

 

    

 

 

 

Income before taxes

  372.8      351.6      391.5   

Income tax provision

  130.3      147.7      147.6   
  

 

 

    

 

 

    

 

 

 

Net income

$ 242.5    $ 203.9    $ 243.9   
  

 

 

    

 

 

    

 

 

 

Results of Operations — Comparing 2014 to 2013

 

     Net Sales      Operating Earnings
(Loss)
 
     Years Ended December 31,  

(in millions)

   2014      2013      2014      2013  

Branded Consumables

   $ 2,993.6       $ 2,266.6       $ 395.3       $ 253.5  

Consumer Solutions

     2,211.6         2,040.0         329.6         270.0  

Outdoor Solutions

     2,739.2         2,724.4         193.4         196.1  

Process Solutions

     427.5         403.6         39.8         40.4  

Corporate

     —          —          (318.3      (187.1 )

Intercompany eliminations

     (84.8      (78.7      —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 8,287.1    $ 7,355.9    $ 639.8    $ 572.9  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Note: Changes in net sales on a currency-neutral basis that are presented hereafter are provided to enhance visibility of the underlying operations by excluding the impact of foreign currency translation on period-over-period changes.

Net Sales

Net sales for 2014 increased $931 million, or 12.7%, to $8.3 billion versus the prior year. Excluding the impact of the YCC Acquisition and the Rexair Acquisition (approximately 8%), net sales on a currency-neutral basis increased approximately 6%, primarily due to increased demand and sell-through in certain product categories, favorable weather conditions and increased seasonal demand for certain product categories, expanded product offerings and increased demand internationally in certain product categories, partially offset by lower seasonal demand and weakness in certain other product categories. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 1%.

Net sales in the Branded Consumables segment increased $727 million, or 32.1%. Excluding the impact of the YCC Acquisition (approximately 24%), net sales on a currency-neutral basis increased approximately 9%, primarily due to increased sales in certain product categories in the home care, leisure and entertainment and safety and security businesses, including the food preservation category, primarily due to increased point of sale

 

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and product demand; the firebuilding category whose sales were positively affected by favorable weather conditions during the first quarter of 2014 and increased seasonal demand; the safety and security category whose sales increased sales in certain products in part due to increased demand at certain mass market retailers; and increased seasonal demand in the Yankee Candle business. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 1%.

Net sales in the Consumer Solutions segment increased $172 million, or 8.4%. Excluding the impact of the Rexair Acquisition (approximately 2%), net sales on a currency-neutral basis increased approximately 8%. The increase is primarily due to increased demand internationally, primarily in Latin America, which contributed to an increase in net sales of approximately 7%, largely due to expanded product offerings in the small appliance category, increased point of sale and expanded distribution and an increase in domestic net sales, which contributed to an increase in net sales of approximately 1%, largely due to increased orders in certain small appliance and home environment product categories at certain mass market retailers. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 2%.

Net sales in the Outdoor Solutions segment increased $14.8 million, or 0.5%. Net sales on a currency-neutral basis increased approximately 2%. Net sales in the apparel, camping and outdoor and fishing businesses provided an increase in net sales of approximately 3%. The increase is primarily due to increased demand at certain mass market retailers, favorable weather conditions in certain regions and increased demand internationally in certain businesses, primarily in Asia and Europe, due in part to improved point of sale, new product offerings and improved economic conditions in certain regions. This increase was partially offset by decreased sales in certain other businesses, primarily the winter sports business, largely due to lower seasonal demand in certain winter sports categories, the timing of sales and weakness in certain product categories. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 1%.

Net sales in the Process Solutions segment increased 5.9% on a period-over-period basis, primarily due to increased sales within each of its business units.

Cost of Sales

Cost of sales for 2014 increased $413 million, or 7.9%, to $5.6 billion versus the prior year. The increase was primarily due to increased sales (approximately $295 million) and the YCC Acquisition, partially offset by the cost of sales impact of improved margins (approximately $66 million), a gain on the sale of an Asian manufacturing facility (approximately $39 million) and favorable foreign currency translation (approximately $69 million). Cost of sales as a percentage of net sales for 2014 and 2013 was 68.2% and 71.3%, respectively (67.9% and 70.0% for 2014 and 2013, respectively, excluding the charge for the elimination of manufacturer’s profit in inventory). The improvement is in part due to product mix, which is largely due to the impact of the YCC Acquisition.

Selling, General and Administrative Costs

SG&A for 2014 increased $440 million, or 29.0%, to $2.0 billion versus the prior year. The change is primarily due to the impact of the YCC Acquisition, an increase in Venezuela foreign exchange-related charges (approximately $146 million), an increase in acquisition-related and other costs (approximately $32 million) and an increase in marketing and product development costs (approximately $23 million) related to the Company’s investment in brand equity, partially offset by a decrease in stock-based compensation (approximately $46 million). Favorable foreign currency translation (approximately $23 million) was essentially offset by other items.

Operating Earnings

Operating earnings for 2014 in the Branded Consumables segment increased $142 million, or 56.0%, versus the prior year, primarily due to the YCC Acquisition, an increase in gross profit (approximately $130 million), mostly due to the gross profit impact of higher sales and the period-over-period decrease in the purchase

 

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accounting adjustment for the elimination of manufacturer’s profit in inventory (approximately $80 million), partially offset by an increase in SG&A (approximately $43 million) and an increase in the charges recorded related to the impairment of intangible assets ($14 million). Operating earnings for 2014 in the Consumer Solutions segment increased $59.6 million, or 22.1%, versus the prior year, primarily due to an increase in gross profit (approximately $40 million), mostly due to the gross profit impact of higher sales and improved gross margins, and a gain on the sale of an Asian manufacturing facility (approximately $39 million), partially offset by an increase in SG&A (approximately $19 million). Operating earnings for 2014 in the Outdoor Solutions segment decreased $2.7 million, or 1.4%, versus the prior year, primarily due to an increase in SG&A (approximately $4 million), partially offset by an increase in gross profit, primarily due to the gross profit impact of higher sales. The increase in the charges recorded related to the impairment of intangible assets ($10 million) were essentially offset by a decrease in restructuring costs. Operating earnings for 2014 in the Process Solutions segment decreased $0.6 million, or 1.5%, versus the prior year, mostly due to the increase in the charges recorded related to the impairment of intangible assets.

Impairment Charges

In the fourth quarter of 2014, the Company’s annual impairment test, in connection with certain fourth quarter triggering events, resulted in non-cash charges to reflect impairment of intangible assets related to certain of the Company’s tradenames. The impairment charges were allocated to the Company’s reporting segments as follows:

 

(in millions)

   2014  

Impairment of intangibles

  

Branded Consumables

   $ 13.9   

Consumer Solutions

     0.7   

Outdoor Solutions

     9.9   

Process Solutions

     0.9   
  

 

 

 
$ 25.4   
  

 

 

 

Impairments – 2014

In the Branded Consumables segment, the impairment charge recorded relates to certain tradenames primarily associated with this segment’s home care and safety and security businesses. The impairment was due to a decrease in the fair value of forecasted cash flows, primarily resulting from the deterioration of revenues and margins related to these tradenames. In the Outdoor Solutions segment, the impairment charge recorded relates primarily to certain tradenames within this segment’s team sports and winter sports business, primarily a result of the deterioration of revenues and margins related to these tradenames.

Interest Expense

Net interest expense increased $14.9 million to $210 million for 2014 versus the prior year, primarily due to higher average debt levels.

Income Taxes

The Company’s reported tax rate for 2014 and 2013 was 35.0% and 42.1%, respectively. There is no difference from the statutory tax rate to the reported tax rate for 2014 due to the offsetting effect of differences resulting from the U.S. tax expense related to the taxation of foreign income, state tax and the remeasurement of the Company’s operations in Venezuela. The difference from the statutory tax rate to the reported tax rate for 2013 results principally due to the currency devaluation in Venezuela and from the translation of U.S. dollar denominated net assets in Venezuela and the tax effects of non-deductible compensation expense.

 

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Net Income

Net income for 2014 increased $38.6 million to $243 million versus the prior year. For 2014 and 2013, earnings per diluted share were $1.28 and $1.18, respectively. The increase in net income was in part due to the YCC Acquisition, the gross profit impact of higher sales and a decrease in the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory (approximately $66 million), partially offset by an increase in Venezuela foreign exchange-related charges (approximately $151 million), an increase in net acquisition-related and other costs (approximately $24 million) and an increase in the loss on early extinguishment of debt ($31 million).

Results of Operations — Comparing 2013 to 2012

 

     Net Sales      Operating Earnings
(Loss)
 
     Years Ended December 31,  

(in millions)

   2013      2012      2013      2012  

Branded Consumables

   $ 2,266.6       $ 1,753.1       $ 253.5      $ 209.0  

Consumer Solutions

     2,040.0         1,940.9         270.0        232.3  

Outdoor Solutions

     2,724.4         2,692.9         196.1         250.7   

Process Solutions

     403.6         377.1         40.4        33.6  

Corporate

     —          —          (187.1 )      (148.8 )

Intercompany eliminations

     (78.7      (67.9      —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 7,355.9    $ 6,696.1    $ 572.9   $ 576.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Note: Changes in net sales on a currency-neutral basis that are presented hereafter are provided to enhance visibility of the underlying operations by excluding the impact of foreign currency translation on period-over-period changes.

Net Sales

Net sales for 2013 increased $660 million, or 9.9%, to $7.4 billion versus the prior year. Excluding the impact of acquisitions (approximately 7%), net sales on a currency-neutral basis increased approximately 4%, primarily due to increased sell-through in certain product categories, expanded product offerings and increased demand internationally, primarily in Asia and Latin America, in certain product categories, partially offset by weakness in certain product categories. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 2%.

Net sales in the Branded Consumables segment increased $514 million, or 29.3%. Excluding the impact of acquisitions (approximately 25%), net sales on a currency-neutral basis increased approximately 4%, primarily due to increased sales in the baby care, home care and leisure and entertainment businesses, largely related to increased sales in certain product categories, including the food preservation category, primarily due to favorable weather conditions and increased point of sale; certain products in the safety and security category in part due to increased demand at certain mass market retailers; and the firelog category, primarily due to more favorable weather conditions in 2013 versus the prior year.

Net sales in the Consumer Solutions segment increased $99.1 million, or 5.1%. Excluding the impact of acquisitions (approximately 2%), net sales on a currency-neutral basis increased approximately 6%. The increase is primarily due to increased demand internationally, primarily in Latin America, which contributed to an increase in net sales of approximately 6%, primarily due to increased point of sale, improved product distribution and successful pricing strategies. Net sales domestically increased slightly on a year-over-year basis, as an increase in sales in certain home environment categories was partially offset by a decline in sales in certain small appliance categories. Unfavorable foreign currency translation accounted for a decrease of approximately 3% in net sales.

 

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Net sales in the Outdoor Solutions segment increased $31.5 million, or 1.2%. Net sales on a currency-neutral basis increased approximately 3%, primarily due to increased sales in the camping and outdoor, fishing, technical apparel and winter sports businesses, which provided an increase in net sales of approximately 3%, largely related to new and expanded product offerings, increased point of sale and distribution for certain products and increase sales in certain international markets, primarily in Asia. Unfavorable foreign currency translation accounted for a decrease in net sales of approximately 2%.

Net sales in the Process Solutions segment increased 7.0% on a period-over-period basis, primarily due to increased sales within each of its business units.

Cost of Sales

Cost of sales for 2013 increased $470 million, or 9.8%, to $5.2 billion versus the prior year. The increase was primarily due to the impact of acquisitions ($240 million), increased sales (approximately $210 million) and the inclusion of a $89.8 million charge recorded in 2013, related to a purchase accounting adjustment, primarily due to the YCC Acquisition, for the elimination of manufacturer’s profit in inventory, partially offset by foreign currency translation (approximately $80 million). Cost of sales as a percentage of net sales for 2013 and 2012 was 71.3% (70.0% for 2013 excluding the charge for the elimination of manufacturer’s profit in inventory).

Selling, General and Administrative Costs

SG&A for 2013 increased $199 million, or 15.1%, to $1.5 billion versus the prior year. The change is primarily due to the impact of acquisitions (approximately $128 million), an increase in stock-based compensation (approximately $29 million) and an increase in marketing and product development costs (approximately $20 million) related to the Company’s investment in brand equity. The Venezuela devaluation-related charges (approximately $29 million) were mostly offset by a net gain on the sale of certain assets (approximately $21 million). Favorable foreign currency translation (approximately $25 million) was essentially offset by other items.

Operating Earnings

Operating earnings for 2013 in the Branded Consumables segment increased $44.5 million, or 21.2%, versus the prior year, primarily due to the YCC Acquisition; and an increase in gross profit (approximately $39 million), in part due to the gross margin impact of higher sales; partially offset by the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory (approximately $82 million), primarily due to the YCC Acquisition; and an increase in restructuring costs (approximately $7 million) and an increase in SG&A (approximately $16 million), excluding the impact of the YCC Acquisition. Operating earnings for 2013 in the Consumer Solutions segment increased $37.7 million, or 16.2%, versus the prior year, primarily due to a gross profit increase (approximately $41 million), primarily due to the gross margin impact of higher sales and improved gross margins and a decrease in restructuring costs (approximately $11 million), partially offset by an increase in SG&A ($14 million). Operating earnings for 2013 in the Outdoor Solutions segment decreased $54.6 million, or 21.8%, versus the prior year, primarily due to an increase in SG&A (approximately $34 million) and a decrease in gross profit (approximately $21 million), primarily due to slightly lower gross margins, net of the gross margin impact of higher sales. Operating earnings in the Process Solutions segment for 2013 increased $6.8 million, or 20.2%, versus the prior year, primarily due to an increase in gross profit, due to higher sales and improved gross margins.

Restructuring Costs

Restructuring costs for 2013 decreased $5.1 million to $22.0 million versus the prior year, primarily related to restructuring plans initiated in the Branded Consumables, Consumer Solutions and Outdoor Solutions segments to rationalize certain international operating processes, primarily through headcount reductions. Restructuring costs of $7.0 million, $3.3 million and $11.7 million were recorded in the Branded Consumables, Consumer Solutions and Outdoor Solutions segments, respectively.

 

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Interest Expense

Net interest for 2013 increased $10.1 million to $195 million versus the prior year, primarily due to higher average debt levels.

Income Taxes

The Company’s reported tax rate for the 2013 and 2012 was 42.1% and 37.7%, respectively. The difference from the statutory tax rate to the reported tax rate for 2013 results principally due to the currency devaluation in Venezuela and from the translation of U.S. dollar denominated net assets in Venezuela and the tax effects of non-deductible compensation expense. The increase from the statutory tax rate to the reported tax rate for 2012 results principally from U.S. tax expense related to the taxation of foreign income and tax expense related to foreign tax audit adjustments.

Net Income

Net income for 2013 decreased $40.0 million to $203.9 million versus the prior year. For 2013 and 2012, earnings per diluted share were $1.18 and $1.38, respectively. The decrease in net income was primarily due to the Venezuela devaluation-related charges ($29.0 million), the loss on the extinguishment of debt related to the Tender Offer and the Facility amendment in March 2013 ($25.9 million) and the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory ($89.8 million), partially offset by the gross margin impact of higher sales and incremental earnings from the YCC Acquisition.

Financial Condition, Liquidity and Capital Resources

LIQUIDITY

At December 31, 2014 and 2013, the Company had cash and cash equivalents of $1.2 billion and $1.1 billion, respectively. The Company believes that its cash and cash equivalents, cash generated from operations and the availability under the Facility, the securitization facility and the credit facilities of certain foreign subsidiaries as of December 31, 2014 provide sufficient liquidity to support working capital requirements, planned capital expenditures, debt obligations, completion of current and future restructuring and acquisition-related integration programs and pension plan contribution requirements for the foreseeable future, as well as fund the potential repurchase of shares of the Company’s common stock under the Company’s Stock Repurchase Program.

As of December 31, 2014, the amount of cash held by our non-U.S. subsidiaries was approximately $426 million, of which approximately $415 million is considered to be indefinitely reinvested overseas, such that no provision for U.S. federal and state income taxes has been made in the Company’s consolidated statements of operations. If these funds are needed for our operations in the U.S., any distribution of these non-U.S. earnings may be subject to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, if any, and withholding taxes payable to the various non-U.S. countries. However, we do not have any current needs or foreseeable plans other than to indefinitely reinvest these funds within our non-U.S. subsidiaries.

Cash Flows from Operating Activities

Net cash provided by operating activities was $627 million and $669 million for 2014 and 2013, respectively. The change is due in part to a period-over-period increase in cash paid for taxes (approximately $51 million), the change in the adjustment for excess tax benefits from stock-based compensation (approximately $26 million), as well as the period-over-period increase in make-whole interest paid related to the extinguishment of debt (approximately $30 million), partially offset by the impact of higher sales.

 

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Net cash provided by operating activities for 2013 and 2012 was $669 million and $480 million, respectively. The change is primarily due to higher sales, the impact of the YCC Acquisition and period-over-period decrease in cash paid for taxes (approximately $19 million).

Cash Flows from Financing Activities

Net cash provided by financing activities was $265 million and $1.4 billion for 2014 and 2013, respectively. The change is primarily due to the period-over-period change in the issuance/repurchase of common stock, net ($736 million), the decrease in the proceeds from the issuance of long-term debt in excess of payments on long-term debt ($349 million) and the period-over-period decrease in the net change in short-term debt ($77 million).

Net cash provided by financing activities for 2013 and 2012 was $1.4 billion and $165 million, respectively. The change is primarily due to the period-over-period change in the issuance/repurchase of common stock, net ($1.0 billion) and the increase in the proceeds from the issuance of long-term debt in excess of the payments on long-term debt ($236 million).

Cash Flows from Investing Activities

Net cash used in investing activities for 2014 and 2013 was $711 million and $2.0 billion, respectively. Cash used for the acquisition of businesses, net of cash acquired for 2014 decreased $1.3 billion versus the prior year. For 2014, capital expenditures were $202 million versus $211 million for the prior year.

Net cash used in investing activities for 2013 and 2012 was $2.0 billion and $428 million, respectively. Cash used for the acquisition of businesses, net of cash acquired for 2013 increased $1.5 billion versus the prior year. For 2013, capital expenditures were $211 million versus $155 million in 2012.

CAPITAL RESOURCES

In July 2014, the Company completed the sale of €300 million in aggregate principal amount of 3 34% senior notes that mature in October 2021, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act, and received net proceeds of approximately $400 million, after deducting fees and expenses. The Company intends to use the net proceeds for general corporate purposes, which may include the funding of potential acquisitions. These notes are subject to similar restrictive and financial covenants as the Company’s existing senior notes.

In March 2014, the Company completed a private offering for the sale of $690 million aggregate principal amount of its 2034 Convertible Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and received net proceeds of approximately $674 million, after deducting fees and expenses. The proceeds were predominately used to repurchase shares of the Company’s common stock and for the Redemption. The initial conversion rate is approximately 20.0 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount of the 2034 Convertible Notes, which is equivalent to an initial conversion price of approximately $49.91 per share. On or after March 18, 2024, the Company may redeem any or all of the 2034 Convertible Notes, subject to certain exceptions and conditions, in cash, at a redemption price equal to the principal amount of 2034 Convertible Notes to be redeemed, plus accrued and unpaid interest. The holders of the 2034 Convertible Notes may require the Company to repurchase for cash all or a portion of the 2034 Convertible Notes on March 15, 2024 at a repurchase price equal to the principal amount of the 2034 Convertible Notes to be repurchased, plus accrued and unpaid interest. Prior to December 15, 2033, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. Additionally, if the Company undergoes a fundamental change (as defined in the indenture governing the 2034 Convertible Notes) prior to maturity, holders of the 2034

 

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Convertible Notes may require the Company to repurchase for cash some or all of their 2034 Convertible Notes at a repurchase price equal to the principal amount of the 2034 Convertible Notes being repurchased, plus accrued and unpaid interest.

At December 31, 2014, there was no amount outstanding under the Company’s $250 million senior secured revolving credit facility (the “Revolver”) that matures in 2019. The Revolver bears interest at certain selected rates, including LIBOR plus a basis point spread. At December 31, 2014, commitment fee on unused balances was 0.35% per annum.

The Company maintains a $500 million receivables purchase agreement (the “Securitization Facility”) that matures in October 2016. At December 31, 2014, the borrowing rate margin and the unused line fee on the Securitization Facility were 0.80% and 0.40% per annum, respectively. At December 31, 2014, the Securitization Facility had outstanding borrowings totaling $479 million.

At December 31, 2014, net availability under the Revolver and the Securitization Facility was approximately $227 million, after deducting approximately $44 million of outstanding standby and commercial letters of credit.

Certain foreign subsidiaries of the Company maintain working capital lines of credits with their respective local financial institutions for use in operating activities. At December 31, 2014, the aggregate amount available under these lines of credit totaled approximately $130 million.

The Company was not in default of any of its debt covenants at December 31, 2014.

During 2014, 2013 and 2012, the Company repurchased approximately 5.2 million, 8.4 million and 32.3 million shares, respectively, of its common stock under the Stock Repurchase Program valued at $208 million, $250 million and $556 million, respectively. At December 31, 2014, approximately $292 million remains available under the Stock Repurchase Program.

Contractual Obligations and Commercial Commitments

The following table includes aggregate information about the Company’s contractual obligations as of December 31, 2014 and the periods in which payments are due. Certain of these amounts are not required to be included in its consolidated balance sheets:

 

     Year(s)  

(in millions)

   Total      1      2-3      4-5      After 5  

Debt (1)

   $ 5,687.8       $ 652.0       $ 854.6       $ 2,027.9       $ 2,153.3   

Operating leases

     536.6         110.0         163.2         117.1         146.3   

Unconditional purchase obligations

     143.8         107.8         32.9         2.9         0.2   

Other current and non-current obligations

     23.7         19.5         1.0         1.0         2.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 6,391.9    $ 889.3    $ 1,051.7    $ 2,148.9    $ 2,302.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) These amounts reflect scheduled debt principal payments and the expected future interest expense related to the debt at December 31, 2014 that carries a fixed rate of interest. As of December 31, 2014, approximately $2.3 billion of the Company’s debt is considered fixed-rate debt, by nature or through use of interest rate swaps. As of December 31, 2014, approximately $2.8 billion of the Company’s debt is considered variable-rate debt, by nature or through use of interest rate swaps with a weighted average interest rate of approximately 3.3%. For further information regarding the Company’s debt and interest rate structure, see Note 9 and Note 10 to the consolidated financial statements.

 

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The table above does not reflect tax reserves and accrued interest thereon of $145.3 million and $10.3 million, respectively, as the Company cannot reasonably predict the timing of the settlement of the related tax positions beyond 2014. See Note 12 to the consolidated financial statements for additional information on the Company’s unrecognized tax benefits at December 31, 2014.

Commercial commitments, such as standby and commercial letters of credit, are items that the Company could be obligated to pay in the future and are also not included in the above table.

Risk Management

From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes.

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company’s risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

Fair Value Hedges

At December 31, 2014, the Company had $650 million notional amount of interest rate swaps that exchange a fixed rate of interest for variable rate of interest (LIBOR) plus a weighted average spread of approximately 605 basis points. These floating rate swaps, which were entered into during June 2014, are designated as fair value hedges against $650 million of principal on the senior subordinated notes due 2017 for the remaining life of these notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cash Flow Hedges

At December 31, 2014, the Company had $850 million notional amount outstanding in swap agreements, which includes $350 million notional amount of forward-starting swaps that become effective commencing December 31, 2015, that exchange a variable rate of interest (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments and have maturity dates through June 2020. At December 31, 2014, the weighted average fixed rate of interest on these swaps, excluding the forward-starting swaps, was approximately 1.3%. The effective portion of the after-tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income (“AOCI”).

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through June 2016. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCI and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At December 31, 2014, the Company had approximately $467 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

 

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The Company also uses foreign currency contracts, which include forward foreign currency contracts and foreign currency options, to mitigate the foreign currency exposure of certain other foreign currency transactions. At December 31, 2014, the Company had approximately $369 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through December 2015. Fair market value gains or losses are included in the results of operations and are classified in SG&A.

Commodity Contracts

The Company enters into commodity-based derivatives in order to mitigate the risk that the rising price of these commodities could have on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with cost certainty, and in certain instances, allow the Company to benefit should the cost of the commodity fall below certain dollar thresholds. At December 31, 2014, the Company had approximately $24 million notional amount outstanding of commodity-based derivatives that are not designated as effective hedges for accounting purposes and have maturity dates through December 2015. Fair market value gains or losses are included in the results of operations and are classified in cost of sales.

The following table presents the fair value of derivative financial instruments as of December 31, 2014:

 

     December 31,
2014
 

(in millions)

   Asset
(Liability)
 

Derivatives designated as effective hedges:

  

Cash flow hedges:

  

Interest rate swaps

   $ (6.6

Foreign currency contracts

     22.1   

Fair value hedges:

  

Interest rate swaps

     (2.2
  

 

 

 

Subtotal

  13.3   
  

 

 

 

Derivatives not designated as effective hedges:

Foreign currency contracts

  1.5   

Commodity contracts

  (9.0
  

 

 

 

Subtotal

  (7.5
  

 

 

 

Total

$ 5.8   
  

 

 

 

Net Investment Hedge

The Company has designated approximately €300 million of the principal balance of its Euro-denominated 3 34% senior notes due October 2021 as a net investment hedge (the “Hedging Instrument”) of the foreign currency exposure of its net investment in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are included as a component of AOCI. At December 31, 2014, $28.3 million of after-tax deferred gains have been recorded in AOCI.

Significant Accounting Policies and Critical Estimates

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), which require us to make certain judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The following list of critical accounting policies is not intended to be a comprehensive list of all its accounting policies. The Company’s significant accounting policies are more fully described in Note 1 to the consolidated financial

 

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statements. The following represents a summary of the Company’s critical accounting policies, defined as those policies that the Company believes are the most important to the portrayal of its financial condition and results of operations, and/or require management’s significant judgments and/or estimates. In many cases, the accounting treatment for a particular transaction is specifically directed by GAAP with no need for management’s judgment in their application.

Revenue Recognition and Allowance for Product Returns

The Company recognizes revenues at the time of product shipment or delivery, depending upon when title and risk of loss passes, to unaffiliated customers, and when all of the following have occurred: a firm sales agreement is in place, pricing is fixed or determinable, and collection is reasonably assured. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for product returns, discounts and allowances. The Company estimates future product returns, discounts and allowances based upon historical return rates and its reasonable judgment.

Revenues from the sale of gift cards are deferred and the revenue is recognized when the gift card is redeemed by the customer or the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). Gift card breakage income is recognized in proportion to the actual redemption of gift cards based on the Company’s historical redemption patterns.

Income Taxes

The Company records a valuation allowance to reduce its deferred tax assets to the amount that the Company believes is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.

Additionally, the Company recognizes tax benefits for certain tax positions based upon judgments as to whether it is more likely than not that a tax position will be sustained upon examination. The measurement of tax positions that meet the more-likely-than-not recognition threshold are based in part on estimates and assumptions as to the probability of an outcome, along with estimated amounts to be realized upon any settlement. While the Company believes the resulting tax balances at December 31, 2014 and 2013 are fairly stated based upon these estimates, the ultimate resolution of these tax positions could result in favorable or unfavorable adjustments to its consolidated financial statements and such adjustments could be material. See Note 12 to the consolidated financial statements for further information regarding taxes.

Goodwill and Indefinite-Lived Intangibles

The application of the purchase method of accounting for business combinations requires the use of significant estimates and assumptions in determining the fair value of assets acquired and liabilities assumed in order to properly allocate the purchase price. The estimates of the fair value of the assets acquired and liabilities assumed are based upon assumptions believed to be reasonable using established valuation techniques that consider a number of factors and when appropriate, valuations performed by independent third party appraisers.

As a result of acquisitions in current and prior years, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived intangibles (primarily trademarks and tradenames). The Company’s goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually (during the fourth quarter, which coincides with the Company’s planning process), or more frequently if facts and circumstances warrant. The Company uses a qualitative approach to test goodwill for impairment by first assessing 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 as a basis for determining whether it is necessary to perform the two-step

 

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goodwill impairment test. The qualitative (“Step 0”) approach, which was only applied to a portion of the Company’s reporting units, assesses various factors including, in part, the macroeconomic environment, industry and market specific conditions, financial performance, operating costs and cost impacts, as well as issues or events specific to the reporting unit. If necessary, the first step (“Step 1”) in the goodwill impairment test involves comparing the fair value of each of its reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company is required to proceed to the second step. In the second step, the fair value of the reporting unit would be allocated to the assets (including unrecognized intangibles) and liabilities of the reporting unit, with any residual representing the implied fair value of goodwill. An impairment loss would be recognized if, and to the extent that, the carrying value of goodwill exceeded the implied value. The Company uses a qualitative approach to test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company applied this qualitative approach to select indefinite-lived intangible assets. For other indefinite-lived intangible assets, the Company proceeded directly to quantitative impairment testing.

Both qualitative and quantitative goodwill impairment testing requires significant use of judgment and assumptions, including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The Company uses various valuation methods, such as the discounted cash flow and market multiple methods. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections. The cash flows projected are analyzed on a “debt-free” basis (before cash payments to equity and interest bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is also made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. The market multiple methodology involves estimating value based on the trading multiples for comparable public companies. Multiples are determined through an analysis of certain publicly traded companies that are selected on the basis of operational and economic similarity with the business operations. Valuation multiples are calculated for the comparable companies based on daily trading prices. A comparative analysis between the reporting unit and the public companies forms the basis for the selection of appropriate risk-adjusted multiples. The comparative analysis incorporates both quantitative and qualitative risk factors which relate to, among other things, the nature of the industry in which the reporting unit and other comparable companies are engaged.

The testing of unamortizable intangibles under established guidelines for impairment also requires significant use of judgment and assumptions (such as cash flow projections, terminal values and discount rates). For impairment testing purposes, the fair value of unamortizable intangibles is determined using the same method which was used for determining the initial value. The first method is the relief from royalty method, which estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The second method is the excess earnings method, which estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset, and discounting those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

As previously disclosed, in the fourth quarter of 2014, the Company’s annual impairment test, in connection with certain fourth quarter triggering events, resulted in a non-cash charge of $25.4 million to reflect impairment of goodwill and intangible assets (see Note 12 to the consolidated financial statements). The Company did not record any impairment charges in 2013 or 2012 in connection with its annual impairment testing.

While some of the Company’s businesses experienced a revenue decline and decreased profitability in 2014, the Company believes that its long-term growth strategy supports its fair value conclusions. For both goodwill

 

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and indefinite-lived intangible assets, the recoverability of these amounts is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability. As a result of the 2014 annual impairment testing, the enterprise value of all but one of the Company’s reporting units undergoing Step 1 analyses exceeded their carrying value by more than 10%; however, changes in business conditions and assumptions could potentially require future adjustments to these asset valuations. The enterprise value of a winter sports reporting unit in the Outdoor Solutions segment exceeded its carrying value by 9%. At December 31, 2014, $47.5 million of goodwill was allocated to this reporting unit. A significant driver of the decrease in the headroom for this winter sports reporting unit was the increase in the carrying value of the reporting unit for the construction of a manufacturing facility, significant start-up costs and inefficiencies due to multi-year graduated production ramp up. The Company has assumed that operating margins in future years would return to our normalized range once full production is achieved, as we believe this is consistent with market participant views in an exit transaction. Had we assumed future operating margins consistent with those realized in the current fiscal year, the carrying value of the this winter sports reporting unit would have exceeded its fair value, which would have required the second step to be performed. Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, our credit ratings, foreign exchange rates, labor inflation, and industry growth. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting unit and other indefinite life intangible assets, it is possible a change could occur. As for all of the Company’s reporting units, if in future years, the reporting unit’s actual results are not consistent with the Company’s estimates and assumptions used to calculate fair value, the Company may be required to perform the second step, which could result in additional material impairments to goodwill. The Company will continue to monitor its reporting units and the indefinite-lived intangible assets. Should projected cash flows or profitability not be achieved, or should actual capital expenditures exceed current plans, estimated fair values could be reduced to below carrying values resulting in material non-cash impairment charges. The reporting units undergoing Step 0 analyses were not deemed to have significant negative qualitative factors that would result in it being more likely than not that the reporting units were impaired. Furthermore, there were no changes from the prior year in any significant assumptions involved in testing goodwill and other indefinite-lived intangible assets that were not impaired that resulted in a material change to the fair value of a reporting unit or an intangible asset. The Company will continue to monitor its reporting units for any triggering events or other signs of impairment.

Other Long-Lived Assets

The Company evaluates the recoverability of long-lived assets, including property, plant and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, significant decreases in the market value of the assets and significant negative industry or economic trends. When the Company determines that the carrying amount of long-lived assets may not be recoverable based upon the existence of one or more of these indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The cash flows are estimated utilizing various assumptions regarding future revenue and expenses, working capital, and proceeds from disposal. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group.

Pension and Postretirement Benefit Plans

The Company records annual amounts relating to its pension and postretirement plans based on calculations, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications is generally deferred and amortized over future periods. The

 

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Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and the input from its actuaries and investment advisors. The pension and postretirement obligations are measured as of December 31 for 2014 and 2013.

The Company employs a total return investment approach for its pension and postretirement benefit plans whereby a mix of equities and fixed income investments are used to maximize the long-term return of pension and postretirement plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The expected long-term rate of return for plan assets is based upon many factors including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The prospective target asset allocation percentage for the pension plans is approximately 25% – 40% for equity securities, approximately 20% – 40% for fixed-income investments and approximately 25% – 45% for other securities. At December 31, 2014, the domestic plan assets were allocated as follows: Equities: approximately 30% and Other Investments (alternative investments, fixed-income securities, cash and other): approximately 70%.

For 2014, 2013 and 2012, the actual return on plan assets for the Company’s U.S. pension plan assets was approximately $28 million, $19 million and $28 million, respectively, versus an expected return on plan assets of approximately $18 million, $17 million and $16 million, respectively. The actual amount of future contributions will depend, in part, on long-term actual return on assets and future discount rates. Pension contributions for 2015 are estimated to be approximately $19 million, compared to approximately $20 million in 2014.

The weighted average expected return on plan assets assumption for 2014 was approximately 7.1% for the Company’s pension plans. The weighted average discount rate at the 2014 measurement date used to measure the pension and postretirement benefit obligations was approximately 3.6% and 3.9%, respectively. A one percentage point increase in the discount rate at the 2014 measurement date would decrease the pension plans’ projected benefit obligation by approximately $40 million.

The healthcare cost trend rates used in valuing the Company’s postretirement benefit obligation are established based upon actual healthcare cost trends and consultation with actuaries and benefit providers. At the 2014 measurement date, the current weighted average healthcare cost trend rate assumption was approximately 6.5%. The current healthcare cost trend rate gradually decreases to an ultimate healthcare cost trend rate of 4.5%. A one percentage point change in assumed healthcare cost trend rates would not have a material effect on the postretirement benefit obligation or the service and interest cost components of postretirement benefit costs.

Product Liability

As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related costs for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods. Each year the Company sets its product liability insurance program, which is an occurrence-based program, based on current and historical claims experience and the availability and cost of related insurance.

Product liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

 

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Product Warranty Costs

The Company recognizes warranty costs based on an estimate of amounts required to meet future warranty obligations arising as part of the sale of its products. The Company accrues an estimated liability at the time of a product sale based on historical claim rates applied to current period sales, as well as any information applicable to current product sales that may indicate a deviation from such historical claim rate trends.

Stock-Based Compensation

The fair value of stock options is determined using the Black-Scholes option-pricing. The fair value of the market-based restricted stock awards is determined using a Monte Carlo simulation embedded in a lattice model, and for all other restricted stock awards the fair value is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock option awards and restricted stock awards is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally, the Company estimates forfeitures for stock options and restricted stock awards at the grant date of the award based on historical experience and estimates are adjusted as necessary if actual forfeitures differ from these estimates. Certain performance awards require management’s judgment as to whether performance targets will be achieved.

Compensation costs for stock-based awards reflects the number of awards expected to vest and is ultimately adjusted in future periods to reflect the actual number of vested awards. Compensation costs for awards with performance conditions is only recognized if and when it becomes probable that the performance condition will be achieved. The probability of vesting is reassessed each reporting period and the compensation costs is adjusted based on this probability assessment. The cumulative effect on current and prior periods of a change in the estimated number of shares for which the requisite service is expected to be or has been rendered is recognized in compensation cost in the period of the change.

Contingencies

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company or various of its subsidiaries have been identified by the United States Environmental Protection Agency or a state environmental agency as a Potentially Responsible Party pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. It is possible, that as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

New and Pending Accounting Pronouncements

During 2014, 2013 and 2012, the Company adopted various accounting standards. A description of these standards and their effect on the consolidated financial statements are described in Note 2 to the consolidated financial statements.

Pending standards and their estimated effect on the Company’s consolidated financial statements are described in Note 2 to the consolidated financial statements.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the SEC and in reports to its stockholders. Such forward-looking statements include the Company’s earnings per share, adjusted diluted earnings per share, expected or estimated revenue, meeting financial goals, the outlook for the Company’s markets and the demand for its products, estimated sales, segment earnings, net interest expense, income tax provision,

 

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restructuring and other charges, cash flows from operations, consistent profitable growth, free cash flow, future revenues and gross operating and EBITDA margin improvement requirement and expansion, organic net sales growth, performance trends, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies, and transportation costs and the Company’s ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Company’s stock repurchase program, our ability to raise new debt, and the impact of acquisitions, divestitures, restructurings and other unusual items, including the Company’s ability to successfully integrate and obtain the anticipated results and synergies from its consummated acquisitions. These statements are made on the basis of management’s views and assumptions as of the time the statements are made and the Company undertakes no obligation to update these statements. There can be no assurance, however, that its expectations will necessarily come to pass. Significant factors affecting these expectations are set forth under Item 1A.—Risk Factors of this Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In general, business enterprises can be exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and certain commodity prices, and that can affect the cost of operating, investing and financing under those conditions. The Company believes it has moderate exposure to these risks. The Company assesses market risk based on changes in interest rates, foreign currency rates and commodity prices utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in these rates and prices.

The Company is exposed to interest rate risk on its variable rate debt and price risk on its fixed rate debt. As such, the Company monitors the interest rate environment and uses interest rate swap agreements to manage its interest rate risk and price risk by balancing its exposure to fixed and variable interest rates while attempting to minimize interest costs. As of December 31, 2014, approximately $2.8 billion of the Company’s debt carries a variable rate of interest. The remainder of the debt (approximately $2.3 billion) carries a fixed rate of interest either by nature or through the use of interest rate swaps. Based upon the Company’s debt structure at December 31, 2014, a hypothetical 10% change in these interest rates would change interest expense by approximately $9 million and the fair values of fixed rate debt by approximately $55 million.

While the Company transacts business predominantly in U.S. dollars and most of its revenues are collected in U.S. dollars, a substantial portion of the Company’s operating costs are denominated in other currencies, such as the Brazilian Real, British Pound, Canadian dollar, Chinese Renminbi, European Euro, Japanese Yen, Mexican Peso and Venezuelan Bolivar. Changes in the relation of these and other currencies to the U.S. dollar will affect Company’s sales and profitability and could result in exchange losses. For 2014, approximately 39% of the Company’s sales were denominated in foreign currencies, the most significant of which were: European Euro—approximately 18%; and Canadian dollar—approximately 5%. The primary purpose of the Company’s foreign currency hedging activities is to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales. A hypothetical 10% change in foreign currency exchange rates would not have a material effect on foreign currency gains and losses related to the foreign currency derivatives or the net fair value of the Company’s foreign currency derivatives.

The Company is exposed to the price risk that the rising cost of commodities has on certain of its raw materials. As such, the Company monitors the commodities markets and from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. A hypothetical 10% change in the commodity prices underlying the derivatives would not have a material effect on the fair value commodity derivatives and the related gains and losses included in the Company’s results of operations.

The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated institutions; however, the Company does not anticipate non-performance by such counterparties.

The Company does not enter into derivative financial instruments for trading purposes.

 

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Item 8. Financial Statements and Supplementary Data

JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

 

       Years Ended December 31,  
       2014        2013        2012  

Net sales

     $ 8,287.1         $ 7,355.9         $ 6,696.1   

Cost of sales

       5,654.2           5,241.2           4,771.7   
    

 

 

      

 

 

      

 

 

 

Gross profit

  2,632.9      2,114.7      1,924.4   

Selling, general and administrative expenses

  1,960.0      1,519.8      1,320.5   

Restructuring costs, net

  7.7      22.0      27.1   

Impairment of goodwill, intangibles and other assets

  25.4      —       —    
    

 

 

      

 

 

      

 

 

 

Operating earnings

  639.8      572.9      576.8   

Interest expense, net

  210.3      195.4      185.3   

Loss on early extinguishment of debt

  56.7      25.9      —    
    

 

 

      

 

 

      

 

 

 

Income before taxes

  372.8      351.6      391.5   

Income tax provision

  130.3      147.7      147.6   
    

 

 

      

 

 

      

 

 

 

Net income

$ 242.5    $ 203.9    $ 243.9   
    

 

 

      

 

 

      

 

 

 

Earnings per share:

Basic

$ 1.31    $ 1.20    $ 1.39   

Diluted

$ 1.28    $ 1.18    $ 1.38   

Weighted average shares outstanding:

Basic

  185.3      170.6      176.1   

Diluted

  189.8      172.5      177.3   

The accompanying notes are an integral part of the consolidated financial statements.

 

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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share amounts)

 

    Years Ended December 31,  
    2014     2013     2012  

Comprehensive income:

     

Net income

  $ 242.5      $ 203.9      $ 243.9   

Other comprehensive income, before tax:

     

Cumulative translation adjustment

    (113.4     (31.3     13.7   

Derivative financial instruments

    18.4        4.6        (3.1

Accrued benefit cost

    (12.5     38.3        (11.6

Unrealized gain (loss) on investment

    (0.4     —         0.5   
 

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), before tax

  (107.9   11.6      (0.5

Income tax (provision) benefit related to other comprehensive income (loss)

  (14.2   (16.8   3.8   
 

 

 

   

 

 

   

 

 

 

Comprehensive income

$ 120.4    $ 198.7    $ 247.2   
 

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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JARDEN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

 

     As of December 31,  
     2014      2013  

Assets:

     

Cash and cash equivalents

   $ 1,164.8       $ 1,128.5   

Accounts receivable, net of allowances of $119.7 in 2014, $97.0 in 2013

     1,277.9         1,196.1   

Inventories

     1,504.7         1,411.9   

Deferred taxes on income

     166.2         185.7   

Prepaid expenses and other current assets

     204.4         161.3   
  

 

 

    

 

 

 

Total current assets

  4,318.0      4,083.5   
  

 

 

    

 

 

 

Property, plant and equipment, net

  849.9      852.6   

Goodwill

  2,880.2      2,620.3   

Intangibles, net

  2,598.5      2,393.0   

Other assets

  152.7      146.7   
  

 

 

    

 

 

 

Total assets

$ 10,799.3    $ 10,096.1   
  

 

 

    

 

 

 

Liabilities:

Short-term debt and current portion of long-term debt

$ 594.9    $ 655.1   

Accounts payable

  809.9      664.2   

Accrued salaries, wages and employee benefits

  195.1      192.6   

Other current liabilities

  477.3      527.5   
  

 

 

    

 

 

 

Total current liabilities

  2,077.2      2,039.4   
  

 

 

    

 

 

 

Long-term debt

  4,464.0      4,087.3   

Deferred taxes on income

  1,222.1      1,065.3   

Other non-current liabilities

  426.7      354.4   
  

 

 

    

 

 

 

Total liabilities

  8,190.0      7,546.4   
  

 

 

    

 

 

 

Commitments and contingencies (see Note 11)

  —       —    

Stockholders’ equity:

Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued and outstanding at December 31, 2014 and 2013)

  —       —    

Common stock ($0.01 par value, 300 shares authorized at December 31, 2014 and December 31, 2013, 233.3 shares issued at December 31, 2014 and 2013, respectively)

  2.3      2.3   

Additional paid-in capital

  2,515.5      2,380.9   

Retained earnings

  1,284.7      1,042.2   

Accumulated other comprehensive income (loss)

  (180.7   (58.6

Less: Treasury stock (41.3 and 39.9 shares, at cost, at December 31, 2014 and 2013, respectively)

  (1,012.5   (817.1
  

 

 

    

 

 

 

Total stockholders’ equity

  2,609.3      2,549.7   
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

$ 10,799.3    $ 10,096.1   
  

 

 

    

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

 

    Years Ended December 31,  
    2014     2013     2012  

Cash flows from operating activities:

     

Net income

  $ 242.5     $ 203.9      $ 243.9   

Reconciliation of net income to net cash provided by operating activities:

     

Depreciation and amortization

    191.1       165.9        152.8   

Impairment of goodwill, intangibles and other assets

    25.4       —         —    

Venezuela foreign exchange-related charges

    150.9        27.4        —    

Deferred income taxes

    (53.5 )     (10.7     19.7   

Stock-based compensation

    49.7       95.8        67.1   

Excess tax benefits from stock-based compensation

    (38.0     (11.6     (43.0

Other

    43.5       10.7        10.0   

Changes in operating assets and liabilities, net of effects from acquisitions:

     

Accounts receivable

    (109.1 )     16.9        (23.6

Inventory

    (75.6 )     103.9        30.0   

Accounts payable

    160.0       4.5        34.5   

Accrued salaries, wages and employee benefits

    1.8       (17.4     20.6   

Other assets and liabilities

    38.3       79.2        (31.7
 

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  627.0     668.5      480.3   
 

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

Net change in short-term debt

  25.4     102.0      74.7   

Proceeds from issuance of long-term debt

  1,764.8     1,273.4      802.5   

Payments on long-term debt

  (1,248.0 )   (407.7   (172.7

Proceeds from issuance of stock, net of transaction fees

  —       748.3      24.8   

Repurchase of common stock and shares tendered for taxes

  (285.3 )   (297.8   (582.7

Debt issuance costs

  (21.4 )   (19.8   (17.4

Dividends paid

  —       —       (7.5

Excess tax benefits from stock-based compensation

  38.0      11.6      43.0   

Other, net

  (8.0 )   (4.4   —    
 

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

  265.5     1,405.6      164.7   
 

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

Additions to property, plant and equipment

  (202.1 )   (211.0   (154.5

Acquisition of businesses, net of cash acquired

  (517.4 )   (1,820.1   (286.3

Other

  8.0     73.7      13.3   
 

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

  (711.5 )   (1,957.4   (427.5
 

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  (144.7 )   (22.3   8.3   
 

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents

  36.3     94.4      225.8   

Cash and cash equivalents at beginning of period

  1,128.5     1,034.1      808.3   
 

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 1,164.8   $ 1,128.5    $ 1,034.1   
 

 

 

   

 

 

   

 

 

 

Supplemental cash disclosures:

Taxes paid

$ 126.1   $ 74.7    $ 93.9   

Make-whole interest

  42.3      12.3     —    

Interest paid

  182.8     181.7      178.0   

The accompanying notes are an integral part of the consolidated financial statements.

 

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JARDEN CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in millions)

 

    Common Stock     Treasury Stock     Additional
Paid-In
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Total  
    Shares     Amount     Shares     Amount          

Balance, December 31, 2011

    208.6     $ 2.1       (4.0 )   $ (51.2 )   $ 1,423.4     $ 594.4     $ (56.7 )   $ 1,912.0   

Comprehensive income

    —         —         —         —         —         243.9       3.3        247.2   

Restricted stock awards, stock options exercised and stock plan purchases

    —         —         5.5       74.7       (6.5 )     —         —         68.2  

Restricted stock awards cancelled and shares tendered

    —         —         (1.7 )     (29.7 )     1.7       —         —         (28.0 )

Stock-based compensation

    —         —         —         —         67.1       —         —         67.1   

Shares repurchased

    —         —         (32.3 )     (556.2 )     —         —         —         (556.2 )

Equity component of convertible notes, net of tax and other

    —         —         —         —         49.3       —         —         49.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

  208.6   $ 2.1     (32.5 ) $ (562.4 ) $ 1,535.0   $ 838.3   $ (53.4 $ 1,759.6  

Comprehensive income

  —       —       —       —       —       203.9      (5.2   198.7  

Proceeds from issuance of common stock, net

  24.7      0.2      —       —       744.7     —       —       744.9  

Restricted stock awards, stock options exercised and stock plan purchases

  —       —       3.0     48.0     (30.7 )   —       —       17.3  

Restricted stock awards cancelled and shares tendered

  —       —       (2.0 )   (52.7 )   4.9     —       —       (47.8 )

Stock-based compensation

  —       —       —       —       95.8     —       —       95.8  

Shares repurchased

  —       —       (8.4 )   (250.0   —       —       —       (250.0 )

Equity component of convertible notes, net of tax and other

  —       —       —       —       31.2     —       —       31.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2013

  233.3   $ 2.3     (39.9 ) $ (817.1 ) $ 2,380.9   $ 1,042.2    $ (58.6 $ 2,549.7  

Comprehensive income

  —       —       —       —       —       242.5      (122.1   120.4   

Restricted stock awards, stock options exercised and stock plan purchases

  —       —       5.9      94.7      (88.0   —       —       6.7   

Restricted stock awards cancelled and shares tendered

  —       —       (2.1   (82.3   40.5      —       —       (41.8

Stock-based compensation

  —       —       —       —       49.7      —       —       49.7   

Shares repurchased

  —       —       (5.2 )   (207.8   —       —       —       (207.8

Equity component of convertible notes, net of tax and other

  —       —       —       —       132.4     —       —       132.4   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2014

  233.3   $ 2.3     (41.3 ) $ (1,012.5 $ 2,515.5   $ 1,284.7    $ (180.7 $ 2,609.3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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JARDEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)

1. Business and Significant Accounting Policies

Business

Jarden Corporation and its subsidiaries (hereinafter referred to as the “Company” or “Jarden”) is a leading provider of a diverse range of consumer products with a portfolio of over 120 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew-Cornell®, Mapa®, NUK®, Pine Mountain®, ProPak®, Quickie®, Spontex®, Tigex® and Yankee Candle®; Consumer Solutions: Bionaire®, Breville®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Outdoor Solutions: Abu Garcia®, AeroBed®, Berkley®, Campingaz®, Coleman®, ExOfficio®, Fenwick®, Greys®, Gulp!®, Hardy®, Invicta®, K2®, Madshus®, Marker®, Marmot®, Mitchell®, PENN®, Rawlings®, Ride®, Sevylor®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl®, Worth® and Zoot®. The Company’s growth strategy is based on introducing new products, as well as on expanding existing product categories, which is supplemented through opportunistically acquiring businesses that reflect our core strategy, often with highly-recognized brands within the categories they serve, innovative products and multi-channel distribution.

Basis of Presentation

The consolidated financial statements include the consolidated accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

All significant intercompany transactions and balances have been eliminated upon consolidation. Unless otherwise indicated, references in the consolidated financial statements to 2014, 2013 and 2012 are to the Company’s calendar years ended December 31, 2014, 2013 and 2012, respectively.

Certain reclassifications have been made in the Company’s consolidated financial statements of prior years to conform to the current year presentation. These reclassifications have no impact on previously reported net income.

Stock Split

On November 24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock and stock option data of the Company’s shares of common stock have been restated to reflect the effect of the stock split for all periods presented in the Company’s accompanying consolidated financial statements and footnotes thereto. Stockholders’ equity has been retroactively restated to reflect the effect of the stock split by reclassifying from additional paid-in capital to common stock, an amount equal to the par value of the additional shares resulting from the stock split.

Supplemental Information

Stock-based compensation costs, which are included in selling, general and administrative expenses (“SG&A”), were $49.7, $95.8 and $67.1 for 2014, 2013 and 2012, respectively.

Interest expense is net of interest income of $7.2, $6.0 and $6.7 for 2014, 2013 and 2012, respectively.

 

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Foreign Operations

The functional currency for most of the Company’s consolidated foreign operations is the local currency. Assets and liabilities are translated at year-end exchange rates, and income and expenses are translated at average exchange rates during the year. Net unrealized exchange adjustments arising on the translation of foreign currency financial statements are reported as cumulative translation adjustments within accumulated other comprehensive income. Foreign currency transaction gains and losses are included in the results of operations and are generally classified in SG&A. Foreign currency transaction gains/(losses) for 2014, 2013 and 2012 were ($2.0), ($6.4) and $1.9, respectively.

The U.S. dollar is the functional currency for certain foreign subsidiaries that conduct their business primarily in U.S. dollars. As such, monetary items are translated at current exchange rates, and non-monetary items are translated at historical exchange rates.

Venezuela Operations

The Company’s subsidiaries operating in Venezuela are considered under GAAP to be operating in a highly inflationary economy. As such, the Company’s financial statements of its subsidiaries operating in Venezuela are remeasured as if their functional currency were the U.S. dollar and gains and losses resulting from the remeasurement of monetary assets and liabilities are reflected in current earnings.

Up until December 31, 2014, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at and are reflected in the Company’s consolidated financial statements at the CENCOEX exchange rate (“official exchange rate”) of 6.30 Bolivars per U.S. dollar.

In 2013, the Venezuelan government established a new auction-based exchange rate market program, the Complementary System for Foreign Currency Administration (“SICAD”). In 2014, the Venezuelan government mandated that dividends and royalties be executed under the SICAD program and also introduced an additional currency exchange program, commonly referred to as SICAD-II. At December 31, 2014, the exchange rates for SICAD and SICAD-II were 12.0 and 50.0 Bolivars per U.S. dollar, respectively. Historically, the majority of the Company’s purchases have qualified for the official exchange rate and the Company has been able to convert Bolivars at the official exchange rate. Due to the evolving foreign exchange control environment in Venezuela and additional experience with the with the various foreign exchange mechanisms, as of December 31, 2014, the Company determined it would be most appropriate for it to remeasure the financial statements of the Company’s subsidiaries operating in Venezuela at the SICAD-II exchange rate. As a result of the change to the SICAD-II exchange rate, the results of operations for 2014 includes a foreign exchange-related charge of $151 related to the write-down of net monetary assets due to this remeasurement. This charge is included in SG&A. At December 31, 2014, the Company’s Bolivar-denominated net assets were approximately $22.

On February 8, 2013, the Venezuelan government announced its intention to further devalue the Bolivar relative to the U.S. dollar. As a result of the devaluation, the official exchange rate changed to 6.30 Bolivars per U.S. dollar for imported goods. As such, beginning in February 2013, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at the official exchange rate. During 2013, the Company recorded $29.0 of devaluation-related charges related to its Venezuela operations, which are almost entirely comprised of a non-cash charge related to the write-down of monetary assets due to the change in the official exchange rate. These charges are included in SG&A.

Subsequent Event

On February 10, 2015, the Venezuelan government established a new foreign exchange system, the Marginal Currency System (“SIMADI”). Furthermore, in February 2015 shortly after establishment of SIMADI, the SICAD-II program was eliminated. The Company is evaluating the impact of these events to determine the potential charge that could result from remeasuring the Bolivar-denominated net monetary assets of the Company’s Venezuela operations, as well as the ongoing operational and financial impact.

 

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Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Significant accounting estimates and assumptions are used for, but not limited to, the allowance for doubtful accounts; asset impairments; useful lives of tangible and intangible assets; pension and postretirement liabilities; tax valuation allowances and unrecognized tax benefits; reserves for sales returns and allowances; product warranty; product liability; excess and obsolete inventory valuation; stock-based compensation; and litigation and environmental liabilities. These accounting estimates may be adjusted or refined due to changes in the facts and circumstances supporting these accounting estimates. Such changes and refinements are reflected in the consolidated financial statements in the period in which they are made and, if material, their effects are disclosed in the consolidated financial statements.

Concentrations of Credit Risk

Substantially all of the Company’s trade receivables are due from retailers and distributors located throughout Asia, Canada, Europe, Latin America and the United States. Approximately 15%, 17% and 20% of the Company’s consolidated net sales in 2014, 2013 and 2012, respectively, were to a single customer who purchased product from all of the Company’s business segments.

Cash and Cash Equivalents

The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The Company provides credit, in the normal course of business, to its customers. The Company maintains an allowance for doubtful customer accounts for estimated losses that may result from the inability of the Company’s customers to make required payments. That estimate is based on a variety of factors, including historical collection experience, current economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. The Company charges actual losses when incurred to this allowance.

Leasehold Improvements

Leasehold improvements are recorded at cost less accumulated amortization. Improvements are amortized over the shorter of the remaining lease term (and any renewal period if such a renewal is reasonably assured at inception) or the estimated useful lives of the assets.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Maintenance and repair costs are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. The Company reviews property, plant and equipment for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value.

The Company provides for depreciation primarily using the straight-line method in amounts that allocate the cost of property, plant and equipment over the following ranges of useful lives:

 

Buildings and improvements

  5 to 45 years   

Machinery, equipment and tooling (includes capitalized software)

  3 to 25 years   

Furniture and fixtures

  3 to 10 years   

Land is not depreciated.

 

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Goodwill and Intangible Assets

Goodwill and certain intangibles (primarily trademarks and tradenames) are not amortized; however, they are subject to evaluation for impairment using a fair value based test. This evaluation is performed annually, during the fourth quarter or more frequently if facts and circumstances warrant. The Company uses a qualitative approach to test goodwill for impairment by first assessing 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 as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company applied this qualitative approach to select reporting units. For other reporting units, the Company proceeded directly to the first step of goodwill impairment testing. The first step in the goodwill impairment test involves comparing the fair value of each of its reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company is required to proceed to the second step. In the second step, the fair value of the reporting unit would be allocated to the assets (including unrecognized intangibles) and liabilities of the reporting unit, with any residual representing the implied fair value of goodwill. An impairment loss would be recognized if, and to the extent that, the carrying value of goodwill exceeded the implied value (see Note 6). The Company uses a qualitative approach to test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company applied this qualitative approach to select indefinite-lived intangible assets. For other indefinite-lived intangible assets, the Company proceeded directly to quantitative impairment testing. The Company reviews amortizable intangible assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If the Company concludes that impairment exists, the carrying amount is reduced to fair value.

Amortization

Deferred debt issue costs are amortized over the term of the related debt. Identifiable intangible assets are recognized apart from goodwill and are amortized over their estimated, useful lives, except for identifiable intangible assets with indefinite lives, which are not amortized.

Revenue Recognition

The Company recognizes revenues at the time of product shipment or delivery, depending upon when title and risk of loss passes, to unaffiliated customers, and when all of the following have occurred: a firm sales agreement is in place, pricing is fixed or determinable and collection is reasonably assured. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for product returns, discounts and allowances. The Company estimates future product returns, discounts and allowances based upon historical return rates and its reasonable judgment.

The Company sells gift cards to customers in its retail stores, third-party retail stores and through consumer direct operations. Gift cards do not have an expiration date. At the point of sale of a gift card, the Company records deferred revenue. Gift card revenue is recognized when the gift card is redeemed by the customer or the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). Gift card breakage income is recognized in proportion to the actual redemption of gift cards based on the Company’s historical redemption pattern and is included in net sales in the Company’s consolidated statements of operations.

Cost of Sales

The Company’s cost of sales includes the costs of raw materials and finished goods purchases, manufacturing costs and warehouse and distribution costs.

 

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Advertising Costs

Advertising costs consist primarily of ad demo, media placement and promotions, and are expensed as incurred. The amounts charged to advertising and included in SG&A in the consolidated statements of operations for 2014, 2013 and 2012 were $189, $172 and $156, respectively.

Product Liability Reserves

The Company has a self-insurance program for product liability that includes reserves for self-retained losses and certain excess and aggregate risk transfer insurance. The estimated product liability reserve incorporates historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs. The Company’s actuarial evaluation methods consider claims incurred, but not reported when determining the product liability reserve.

Product Warranty Costs

The Company recognizes warranty costs based on an estimate of amounts required to meet future warranty obligations arising as a cost of the sale of its products. The Company accrues an estimated liability at the time of a product sale based on historical claim rates applied to current period sales, as well as any information applicable to current product sales that may indicate a deviation from such historical claim rate trends. Warranty reserves are included within “Other current liabilities” and “Other non-current liabilities” in the Company’s consolidated balance sheets.

Sales Incentives and Trade Promotion Allowances

The Company offers various sales incentives and trade promotional programs to its reseller customers from time to time in the normal course of business. These sales incentives and trade promotion programs typically include arrangements known as slotting fees, cooperative advertising and buydowns. These arrangements are recorded as a reduction to net sales in the Company’s consolidated statements of operations.

Income Taxes

Deferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates. The Company established a valuation allowance against a portion of the net tax benefit associated with all carryforwards and temporary differences in a prior year, as it was more likely than not that these would not be fully utilized in the available carryforward period. A portion of this valuation allowance remained as of December 31, 2014 and 2013 (see Note 12).

The Company recognizes tax benefits for certain tax positions based upon judgments as to whether it is more likely than not that a tax position will be sustained upon examination. The measurement of tax positions that meet the more-likely-than-not recognition threshold are based in part on estimates and assumptions as to be the probability of an outcome, along with estimated amounts to be realized upon any settlement.

Components of accumulated other comprehensive income (loss) (“AOCI”) are presented net of tax at the applicable statutory rates and are primarily generated domestically.

Disclosures about Fair Value of Financial Instruments and Credit Risk

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair market values due to the short-term maturities of these instruments. The fair market value (Level 1 measurement) of the Company’s senior notes and senior subordinated notes are based upon quoted market prices. The fair market value (Level 2 measurement) of the Company’s other long-term debt is estimated using interest rates currently available to the Company for debt with similar terms and maturities (see Note 9).

 

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Unless otherwise disclosed in the notes to the consolidated financial statements, the estimated fair value of financial assets and liabilities approximates carrying value.

Financial instruments that potentially subject the Company to credit risk consist primarily of trade receivables and interest-bearing investments. Trade receivable credit risk is limited due to the diversity of the Company’s customers and the Company’s ongoing credit review procedures. Collateral for trade receivables is generally not required. The Company places its interest-bearing cash equivalents with major financial institutions.

The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated financial institutions; however, the Company does not anticipate non-performance by such counterparties.

Fair Value Measurements

GAAP defines three levels of inputs that may be used to measure fair value and requires that the assets or liabilities carried at fair value be disclosed by the input level under which they were valued. The input levels are defined as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities.

Level 2: Observable inputs other than defined in Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are not corroborated by observable market data.

The following table summarizes assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014 and 2013:

 

     2014  
     Fair Value Asset (Liability)  

(in millions)

   Level 1      Level 2     Level 3     Total  

Derivatives:

         

Assets

   $ —        $ 29.3      $ —       $ 29.3   

Liabilities

     —          (23.5     —         (23.5

Available-for-sale securities

     —          1.5        —         1.5   

Contingent consideration

     —          —         (32.6     (32.6
     2013  
     Fair Value Asset (Liability)  

(in millions)

   Level 1      Level 2     Level 3     Total  

Derivatives:

         

Assets

   $ —        $ 19.5      $ —       $ 19.5   

Liabilities

     —          (19.7     —         (19.7

Available-for-sale securities

     —          12.0        —         12.0   

Contingent consideration

     —          —         (43.0     (43.0

Derivative assets and liabilities relate to interest rate swaps, foreign currency contracts and commodity contracts. Fair values are determined by the Company using market prices obtained from independent brokers or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources, including independent pricing services, brokers and market transactions. Available-for-sale securities are valued based on quoted market prices.

 

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The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various earn-out criteria. Changes in the fair value of the contingent consideration obligations are recorded in SG&A.

Changes in the fair value of the contingent consideration obligations for 2014 and 2013 were as follows:

 

(in millions)

   2014      2013  

Contingent consideration at January 1,

   $ 43.0       $ 33.5   

Acquisitions

     1.4        27.5   

Payments

     (9.2      (4.5

Adjustments and foreign exchange

     (2.6      (13.5
  

 

 

    

 

 

 

Contingent consideration at December 31,

$ 32.6    $ 43.0   
  

 

 

    

 

 

 

Stock-Based Compensation

The Company estimates the fair value of share-based awards on the date of grant, which is generally the date the award is approved by the Board of Directors of the Company (the “Board”) or committee thereof. The fair value of stock options is determined using the Black-Scholes option-pricing model. The fair value of the market-based restricted stock awards is determined using a Monte Carlo simulation embedded in a lattice model, and for all other restricted stock awards, based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock option awards and restricted stock awards is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior (see Note 13). Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates.

The Company issues restricted stock awards whose restrictions lapse upon either the passage of time (service vesting), achieving performance targets, attaining Company common stock price thresholds, or some combination of these restrictions. For those restricted stock awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For those restricted stock awards with market conditions, the Company recognizes compensation cost on a straight-line basis over the derived service period unless the market condition is satisfied prior to the end of the derived service period. For performance only awards, the Company recognizes compensation cost on a straight-line basis over the implicit service period which represents the Company’s best estimates for when the target will be achieved. If it becomes apparent that the original service periods are no longer accurate, the remaining unrecognized compensation cost will be recognized over the revised remaining service periods. For restricted stock awards that contain both service and market or performance vesting conditions, compensation cost is recognized over the shorter of the two conditions if only one of the conditions must be met or the longer of the two conditions if both conditions must be met.

Compensation costs for stock-based awards reflects the number of awards expected to vest and is ultimately adjusted in future periods to reflect the actual number of vested awards. Compensation costs for awards with performance conditions is only recognized if and when it becomes probable that the performance condition will be achieved. The probability of vesting is reassessed each reporting period and the compensation costs is adjusted based on this probability assessment. The cumulative effect on current and prior periods of a change in the estimated number of shares for which the requisite service is expected to be or has been rendered is recognized in compensation cost in the period of the change.

 

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For restricted stock awards that contain performance or market vesting conditions, the Company excludes these awards from diluted earnings per share computations until the end of the reporting period that the contingency is met.

Pension and Postretirement Benefit Plans

The Company records annual amounts relating to its pension and postretirement benefit plans based on calculations which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and healthcare cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications is generally recorded or amortized over future service periods. The assumptions utilized in recording its obligations under its pension and postretirement benefit plans are based on its experience, market conditions and input from its actuaries and investment advisors.

Restructuring Costs

Restructuring costs include costs associated with exit or disposal activities, including costs for employee and lease terminations, facility closings or other exit activities.

2. New Accounting Guidance and Adoption of New Accounting Guidance

New Accounting Guidance

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09, which supersedes the most current revenue recognition guidance, is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration that an entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 also requires certain disclosures that enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods, including interim periods within that reporting period, beginning after December 15, 2016. Early adoption is not permitted. The Company is assessing the impact that the provisions of ASU 2014-09 will have on the consolidated financial position, results of operations and cash flows of the Company.

In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU-2014-08 establishes criteria for determining which disposals qualify as discontinued operations and also establishes disclosure requirements for both discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. The Company does not expect the provisions of ASU 2014-08 to have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

Adoption of New Accounting Guidance

In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

 

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3. Acquisitions

2014 Activity

On August 29, 2014, the Company completed the acquisition of Rexair Holdings, Inc. (“Rexair”), a global provider of premium vacuum cleaning systems sold primarily under the Rainbow® brand name. The total value of the transaction, including debt assumed and repaid, was approximately $349, subject to certain adjustments. The acquisition of Rexair is expected to expand distribution channels, as well as expand the Company’s current product offerings. Rexair is reported in the Company’s Consumer Solutions segment and is included in the Company’s results of operations from the date of acquisition. Based on the Company’s preliminary valuations, which are subject to further refinement primarily related to the fair valuation of certain income tax amounts, the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The excess of the purchase price over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. Based on this purchase price allocation, the Company allocated approximately $47 of the purchase price to identified tangible net liabilities excluding debt repaid, approximately $203 of the purchase price to identified intangible assets and approximately $193 of the purchase price as goodwill.

During 2014, the Company completed two other tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant.

2013 Activity

On October 3, 2013, the Company acquired Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded premium scented candle company (the “YCC Acquisition”). The total value of the YCC Acquisition, including debt assumed and/or repaid, was approximately $1.8 billion. Yankee Candle is reported in the Company’s Branded Consumables segment and was included in the Company’s results of operations from October 3, 2013. The Company’s 2013 consolidated statement of operations includes approximately $344 of net sales and approximately $28 of operating earnings related to Yankee Candle.

During 2013, the Company completed one other tuck-in acquisition that by nature was complementary to the Company’s core businesses and from an accounting standpoint was not significant.

Pro forma financial information (unaudited)

The following unaudited pro forma financial information presents the combined results of operations of the Company and Yankee Candle as if the YCC Acquisition had occurred on January 1, 2012. The pro forma results presented below for 2013 and 2012 combine the historical results of the Company and Yankee Candle for 2013 and 2012. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the YCC Acquisition been completed as of January 1, 2012 and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition.

 

(in millions, except per share data)    2013      2012  

Net sales

   $ 7,893.4       $ 7,540.3   

Net income

     274.4         276.3   

Earnings per share:

     

Basic

   $ 1.46       $ 1.37   

Diluted

   $ 1.45       $ 1.37   

The unaudited pro forma financial information for 2013 and 2012 includes $4.4 for the amortization of purchased intangibles from the YCC Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information for 2012 also includes $82.6 of non-recurring charges related to the YCC Acquisition, which are comprised of charges for the fair market value adjustment for manufacturer’s profit in inventory and other transaction costs.

 

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Other

For 2014 and 2013 and 2012, cost of sales includes charges of $23.4, $89.8 and $6.0, respectively, for the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory related to acquisitions.

For 2014, 2013 and 2012, SG&A includes $7.2, $2.8 and $3.5, respectively, in transaction costs related to acquisitions.

4. Inventories

Inventories are stated at the lower-of-cost-or-market with cost being determined principally by the first-in, first-out method, and are comprised of the following at December 31, 2014 and 2013:

 

(in millions)

   2014      2013  

Raw materials and supplies

   $ 250.0       $ 227.6   

Work-in-process

     71.0         79.6   

Finished goods

     1,183.7         1,104.7   
  

 

 

    

 

 

 

Total

$ 1,504.7    $ 1,411.9   
  

 

 

    

 

 

 

5. Property, Plant and Equipment

Property, plant and equipment, net, is comprised of the following at December 31, 2014 and 2013:

 

(in millions)

   2014      2013  

Land

   $ 62.5       $ 62.7   

Buildings

     460.1         427.3   

Machinery and equipment

     1,311.4         1,229.8   

Construction-in-progress

     98.8         144.6   
  

 

 

    

 

 

 
  1,932.8      1,864.4   

Less: Accumulated depreciation

  (1,082.9   (1,011.8
  

 

 

    

 

 

 

Total

$ 849.9    $ 852.6   
  

 

 

    

 

 

 

Depreciation of property, plant and equipment for 2014, 2013 and 2012 was $164, $144 and $135, respectively.

6. Goodwill and Intangibles

Goodwill activity for 2014 and 2013 is as follows:

 

                         December 31, 2014  

(in millions)

   Net Book
Value at
December 31,
2013
     Additions      Foreign
Exchange
and Other
Adjustments
    Gross
Carrying
Amount
     Accumulated
Impairment
Charges
    Net Book
Value
 

Goodwill

               

Branded Consumables

   $ 1,353.8      $ 23.0      $ 8.3      $ 1,608.3       $ (223.2   $ 1,385.1   

Consumer Solutions

     526.3        244.5        (13.1     757.7         —         757.7   

Outdoor Solutions

     718.5        —          (2.8     734.2         (18.5     715.7   

Process Solutions

     21.7        —          —         21.7         —         21.7   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 
$ 2,620.3   $ 267.5   $ (7.6 $ 3,121.9    $ (241.7 $ 2,880.2   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

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                         December 31, 2013  

(in millions)

   Net Book
Value at
December 31,
2012
     Additions      Foreign
Exchange
and Other
Adjustments
    Gross
Carrying
Amount
     Accumulated
Impairment
Charges
    Net Book
Value
 

Goodwill

               

Branded Consumables

   $ 552.1      $ 802.3      $ (0.6   $ 1,577.0       $ (223.2   $ 1,353.8   

Consumer Solutions

     527.1        —          (0.8     526.3         —         526.3   

Outdoor Solutions

     723.1        —          (4.6     737.0         (18.5     718.5   

Process Solutions

     21.7        —          —         21.7         —         21.7   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 
$ 1,824.0   $ 802.3   $ (6.0 $ 2,862.0    $ (241.7 $ 2,620.3   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Intangibles activity for 2014 and 2013 is as follows:

 

(in millions)

  Gross
Carrying
Amount at
December 31,
2013
    Additions     Impairment
Charge
    Accumulated
Amortization
and Foreign
Exchange
    Net Book
Value at
December 31,
2014
    Amortization
Periods
(years)
 

Intangibles

           

Patents

  $ 9.3      $ —       $ —       $ (4.5   $ 4.8        12-30   

Manufacturing process and expertise

    56.2       9.0       —         (45.7     19.5        3-7   

Brand names

    23.3       —         —         (10.5     12.8        4-20   

Customer relationships and distributor channels

    347.4       202.2       —         (100.6     449.0        10-35   

Trademarks and tradenames

    2,080.9       76.2       (25.4     (19.3     2,112.4        indefinite   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
$ 2,517.1   $ 287.4   $ (25.4 $ (180.6 $ 2,598.5   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

(in millions)

  Gross
Carrying
Amount at
December 31,
2012
    Additions     Impairment
Charge
    Accumulated
Amortization
and Foreign
Exchange
    Net Book
Value at
December 31,
2013
    Amortization
Periods
(years)
 

Intangibles

           

Patents

  $ 9.3     $ —       $ —       $ (3.7 )   $ 5.6        12-30   

Manufacturing process and expertise

    44.2       12.0       —         (42.3 )     13.9        3-7   

Brand names

    18.3       5.0       —         (8.2 )     15.1        4-20   

Customer relationships and distributor channels

    307.8       39.6       —         (69.7 )     277.7        10-35   

Trademarks and tradenames

    980.9       1,100.0       —         (0.2 )     2,080.7        indefinite   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
$ 1,360.5   $ 1,156.6   $ —     $ (124.1 ) $ 2,393.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

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In the fourth quarter of 2014, the Company’s annual impairment test, in connection with certain fourth quarter triggering events, resulted in non-cash charges to reflect impairment of intangible assets related to certain of the Company’s tradenames. The impairment charges were allocated to the Company’s reporting segments as follows:

 

(in millions)

   2014  

Impairment of intangibles

  

Branded Consumables

   $ 13.9   

Consumer Solutions

     0.7   

Outdoor Solutions

     9.9   

Process Solutions

     0.9   
  

 

 

 
$ 25.4   
  

 

 

 

Impairments – 2014

In the Branded Consumables segment, the impairment charge recorded relates to certain tradenames primarily associated with this segment’s home care and safety and security businesses. The impairment was due to a decrease in the fair value of forecasted cash flows, primarily resulting from the deterioration of revenues and margins related to these tradenames. In the Outdoor Solutions segment, the impairment charge recorded relates primarily to certain tradenames within this segment’s team sports and winter sports business, primarily a result of the deterioration of revenues and margins related to these tradenames.

The estimated future amortization expense related to amortizable intangible assets at December 31, 2014 is as follows:

 

Years Ending December 31,

   Amount  
     (in millions)  

2015

   $ 35.0   

2016

     34.5   

2017

     33.9   

2018

     33.3   

2019

     32.4   

Thereafter

     317.0   

Amortization of intangibles for 2014, 2013 and 2012 was $27.5, $21.7 and $17.8, respectively. At December 31, 2014, approximately $4 billion of the goodwill and other intangible assets recorded by the Company is not deductible for income tax purposes.

7. Other Current Liabilities

Other current liabilities are comprised of the following at December 31, 2014 and 2013:

 

(in millions)

   2014      2013  

Cooperative advertising, customer rebates and allowances

   $ 118.5       $ 102.1   

Warranty and product liability reserves

     102.9         104.9   

Accrued environmental and other litigation

     20.4         20.9   

Other

     235.5         299.6   
  

 

 

    

 

 

 

Total

$ 477.3    $ 527.5   
  

 

 

    

 

 

 

 

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8. Warranty Reserve

Warranty reserve activity for 2014 and 2013 is as follows:

 

(in millions)

   2014      2013  

Warranty reserve at January 1,

   $ 98.0       $ 97.1   

Provision for warranties issued

     148.2         152.8   

Warranty claims paid

     (148.6      (151.2

Acquisitions and other adjustments

     (0.8      (0.7
  

 

 

    

 

 

 

Warranty reserve at December 31,

$ 96.8    $ 98.0   
  

 

 

    

 

 

 

Allocation in the consolidated balance sheets:

Other current liabilities

$ 84.2    $ 86.3   

Other non-current liabilities

  12.6      11.7   
  

 

 

    

 

 

 

Total

$ 96.8    $ 98.0   
  

 

 

    

 

 

 

9. Debt

Debt is comprised of the following at December 31, 2014 and 2013:

 

(in millions)

  2014     2013  

Senior Secured Credit Facility Term Loans

  $ 2,024.6      $ 2,127.4   

6 18% Senior Notes due 2022 (a)

    300.0        300.0   

3 34% Senior Notes due 2021 (a)

    357.9        —    

7 12% Senior Subordinated Notes due 2017 (b)

    650.6        654.1   

7 12% Senior Subordinated Notes due 2020

    —         477.1   

17/8% Senior Subordinated Convertible Notes due 2018 (c)

    445.8        433.0   

1 12% Senior Subordinated Convertible Notes due 2019 (c)

    226.0        218.5   

1 18% Senior Subordinated Convertible Notes due 2034 (c)

    484.1        —    

Securitization Facility

    479.3        477.9   

Non-U.S. borrowings

    83.2        45.6   

Other

    7.4        8.8   
 

 

 

   

 

 

 

Total debt

  5,058.9      4,742.4   
 

 

 

   

 

 

 

Less: current portion

  (594.9   (655.1
 

 

 

   

 

 

 

Total long-term debt

$ 4,464.0    $ 4,087.3   
 

 

 

   

 

 

 

 

(a) Collectively, the “Senior Notes.”
(b) The “Senior Subordinated Notes.”
(c) Collectively, the “Senior Subordinated Convertible Notes.”

Senior Secured Credit Facility

In December 2014, the Company entered into an amendment to its senior secured credit facility (the “Facility”), which resulted in, among other things, lowering the spread and extending the maturity dates on the term loan A facility.

 

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At December 31, 2014, the Facility is comprised of:

 

    a $660 senior secured term loan A facility maturing in December 2019, that bears interest at LIBOR plus a basis point spread;

 

    a $650 senior secured term loan B facility maturing in March 2018 that bears interest at LIBOR plus a basis point spread;

 

    a $750 senior secured term loan B1 facility maturing in September 2020 that bears interest at LIBOR plus a basis point spread; and

 

    a $250 senior secured revolving credit facility (the “Revolver”), which is comprised of a $175 U.S. dollar component and a $75 multi-currency component. The Revolver matures in December 2019 and bears interest at certain selected rates, including LIBOR plus a basis point spread. At December 31, 2014 and 2013, there was no amount outstanding under the Revolver. The Company is required to pay an annualized commitment fee of approximately 0.35% on the unused balance of the Revolver.

The weighted average interest rate on the Facility was approximately 2.5% at December 31, 2014.

Senior Notes

In July 2014, the Company completed the sale of €300 in aggregate principal amount of 3 34% senior notes that mature in October 2021, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act, and received net proceeds of approximately $400, after deducting fees and expenses. These notes are subject to similar restrictive and financial covenants as the Company’s existing 6 18% senior notes due 2022.

Beginning in November 2015, the Company may redeem all or part of the 6 18% senior notes due 2022 at specified redemption prices ranging from approximately 100% to 103% of the principal amount, plus accrued and unpaid interest to the date of redemption.

The Company has designated the principal balance of the 3 34% senior notes due 2021, as a net investment hedge of the foreign currency exposure of its net investment (the “Hedging Instrument”) in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are recorded as an adjustment to AOCI. See Note 10 for disclosures regarding the Company’s derivative financial instruments.

Senior Subordinated Notes

During 2014, the Company redeemed the entire principal amount outstanding for both the U.S. dollar tranche and the Euro dollar tranche of the 7 12% Senior Subordinated Notes due 2020 for total consideration, excluding accrued interest, of $523 (the “Redemption”). As a result of these debt extinguishments, the Company recorded a loss on the extinguishment of debt of $54.4 during 2014, primarily comprised of prepayment premiums and a non-cash charge due to the write-off of deferred debt issuance costs.

Senior Subordinated Convertible Notes

In March 2014, the Company completed a private offering for the sale of $690 aggregate principal amount of 1 18% senior subordinated convertible notes due 2034 (the “2034 Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and received net proceeds of approximately $674, after deducting fees and expenses. The proceeds were used to repurchase shares of the Company’s common stock (see Note 11) and for the Redemption, and the remainder was used for general corporate purposes. The conversion rate is approximately 20.0 shares of the Company’s common stock (subject to customary adjustments, including

 

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in connection with a fundamental change transaction) per $1 thousand principal amount of the 2034 Convertible Notes, which is equivalent to an initial conversion price of approximately $49.91 per share. On or after March 18, 2024, the Company may redeem any or all of the 2034 Convertible Notes, subject to certain exceptions and conditions, in cash at a redemption price equal to the principal amount of 2034 Convertible Notes to be redeemed, plus accrued and unpaid interest. The holders of the 2034 Convertible Notes may require the Company to repurchase for cash all or a portion of the 2034 Convertible Notes on March 15, 2024 at a repurchase price equal to the principal amount of the 2034 Convertible Notes to be repurchased, plus accrued and unpaid interest. Additionally, if the Company undergoes a fundamental change (as defined in the indenture governing the 2034 Convertible Notes) prior to maturity, holders of the 2034 Convertible Notes may require the Company to repurchase for cash some or all of their 2034 Convertible Notes at a repurchase price equal to the principal amount of the 2034 Convertible Notes being repurchased, plus accrued and unpaid interest.

The 2034 Convertible Notes are convertible only under the following circumstances:

 

    prior to December 15, 2033, on any date during any calendar quarter beginning after June 30, 2014 (and only during such calendar quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter;

 

    prior to December 15, 2033, if the Company distributes to all or substantially all holders of its common stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of our common stock at a price per share less than the average closing sale price of our common stock for the ten consecutive trading days immediately preceding, but excluding, the declaration date for such distribution;

 

    prior to December 15, 2033, if the Company distributes to all or substantially all holders of its common stock cash, other assets, securities or rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing sale price of our common stock on the trading day immediately preceding the declaration date for such distribution, or if we engage in certain other corporate transactions;

 

    prior to December 15, 2033, during the five consecutive business-day period following any ten consecutive trading-day period in which the trading price per $1 thousand principal amount of 2034 Convertible Notes for each trading day during such ten trading-day period was less than 98% of the closing sale price of our common stock for each trading day during such ten trading-day period multiplied by the then current conversion rate;

 

    if the Company calls any 2034 Convertible Notes for redemption; or

 

    on or after December 15, 2033, and on or prior to the close of business on the second scheduled trading day immediately preceding the maturity date, without regard to the foregoing conditions.

Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the 2034 Convertible Notes with cash. At the date of issuance, the estimated fair values of the liability and equity components of the 2034 Convertible Notes were approximately $471 and $219, respectively, resulting in an effective annual interest rate, considering debt issuance costs, of approximately 5.5%. The amount allocated to the equity component is recorded as a discount to the original aggregate principal amount of the 2034 Convertible Notes.

The Company’s 1 12% senior subordinated convertible notes due 2019 (the “2019 Convertible Notes”), which have an aggregate principal balance of $265, have a conversion rate of approximately 25.7 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount, which is equivalent to a conversion price of approximately

 

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$38.97 per share. The 2019 Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. Prior to March 1, 2019, the 2019 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. If the Company undergoes a fundamental change (as defined in the indenture governing these convertible notes) prior to maturity, holders of the 2019 Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2019 Convertible Notes at a repurchase price equal to 100% of the principal amount being repurchased, plus accrued and unpaid interest. Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the 2019 Convertible Notes with cash. The effective annual interest rate on the 2019 Convertible Notes, which is based upon the initial fair valuation, is approximately 5.6%.

The Company’s 17/8% senior subordinated convertible notes due 2018 (the “2018 Convertible Notes”), which have an aggregate principal balance of $500, have a conversion rate of approximately 31.8 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount, which is equivalent to a conversion price of approximately $31.49 per share. The 2018 Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. Prior to June 1, 2018, the 2018 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. If the Company undergoes a fundamental change (as defined in the indenture governing these convertible notes) prior to maturity, holders of the 2018 Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2018 Convertible Notes at a repurchase price equal to 100% of the principal amount being repurchased, plus accrued and unpaid interest. Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the 2018 Convertible Notes with cash. The effective annual interest rate on the 2018 Convertible Notes, which is based upon the initial fair valuation, is approximately 5.5%.

Securitization Facility

The Company maintains a $500 receivables purchase agreement (the “Securitization Facility”) that matures in October 2016 and bears interest at a margin over the commercial paper rate. Under the Securitization Facility, substantially all of the Company’s Branded Consumables, Consumer Solutions and Outdoor Solutions domestic accounts receivable are sold to a special purpose entity, Jarden Receivables, LLC (“JRLLC”), which is a wholly-owned consolidated indirect subsidiary of the Company. JRLLC funds these purchases with borrowings under a loan agreement, which are secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. To the extent there is availability, the Securitization Facility will be drawn upon and repaid as needed to fund general corporate purposes. At December 31, 2014, the borrowing rate margin and the unused line fee on the securitization were 0.80% and 0.40% per annum, respectively.

Non-U.S. Borrowings

The Company’s non-U.S. borrowings are comprised of amounts borrowed under various foreign credit lines and facilities. Certain of these foreign credit lines are secured by certain non-U.S. subsidiaries’ inventory and/or accounts receivable.

Debt Covenants and Other

The Senior Notes and Senior Subordinated Notes are subject to a number of restrictive covenants that, in part, limit the ability of the Company and certain of its subsidiaries, subject to certain exceptions and qualifications, to incur additional indebtedness, to incur liens, engage in mergers and consolidations, enter into

 

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transactions with affiliates, make certain investments, transfer or sell assets, pay dividends to third parties or distributions on or repurchase the Company’s common stock, prepay debt subordinate to the Senior Notes or dispose of assets.

The Facility contains certain restrictions, subject to certain exceptions and qualifications, on the conduct of the Company and certain of its subsidiaries, including, among other restrictions: incurring debt, disposing of certain assets, making investments, creating or suffering liens, completing certain mergers, consolidations and sales of assets, acquisitions, declaring dividends to third parties, redeeming or prepaying other debt, and certain transactions with affiliates. The Facility also includes financial covenants that require the Company to maintain certain total leverage and interest coverage ratios.

The Facility contains a covenant that restricts the Company and its subsidiaries from making certain “restricted payments” (any dividend or other distribution, whether in cash, securities or other property, with respect to any stock or stock equivalents of the Company or any subsidiary), except that:

 

    the Company may declare and make dividend payments or other distributions payable in common stock;

 

    the Company may repurchase shares of its own stock (provided certain financial and other conditions are met); and

 

    the Company may make restricted payments during any fiscal year not otherwise permitted, provided that certain financial and other conditions are met.

The Facility and the indentures related to the Senior Notes and the Senior Subordinated Notes (the “Indentures”) contain cross-default provisions pursuant to which a default in respect to certain of the Company’s other indebtedness could trigger a default by the Company under the Facility and the Indentures. If the Company defaults under the covenants (including the cross-default provisions), the Company’s lenders could foreclose on their security interest in the Company’s assets, which may have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

The Company’s obligations under the Facility, Senior Subordinated Notes, Senior Notes and Senior Subordinated Convertible Notes are guaranteed, on a joint and several basis, by certain of its domestic subsidiaries, all of which are directly or indirectly wholly-owned by the Company (see Note 19).

The Company’s debt maturities for the five years following December 31, 2014 and thereafter are as follows:

 

Years Ending December 31,

   Amount  
     (in millions)  

2015

   $ 594.9   

2016

     63.3   

2017

     698.4   

2018

     1,148.8   

2019

     801.9   

Thereafter

     2,058.2   
  

 

 

 

Total principal payments

     5,365.5   

Net discount and other

     (306.6
  

 

 

 

Total

   $ 5,058.9   
  

 

 

 

 

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At December 31, 2014 and 2013, unamortized deferred debt issue costs were $44.9 and $47.3, respectively. These costs are included in “Other assets” on the consolidated balance sheets and are being amortized over the respective terms of the underlying debt.

At December 31, 2014 and 2013, the approximate fair market value of total debt is as follows:

 

(in millions)

   2014      2013  

Level 1

   $ 1,413       $ 1,589   

Level 2

     3,741         3,344   
  

 

 

    

 

 

 

Total

$ 5,154    $ 4,933   
  

 

 

    

 

 

 

10. Derivative Financial Instruments

From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes.

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company’s risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

Fair Value Hedges

At December 31, 2014, the Company had $650 notional amount of interest rate swaps that exchange a fixed rate of interest for variable rate of interest (LIBOR) plus a weighted average spread of approximately 605 basis points. These floating rate swaps, which were entered into during June 2014, are designated as fair value hedges against $650 of principal on the Senior Subordinated Notes for the remaining life of these notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cash Flow Hedges

At December 31, 2014, the Company had $850 notional amount outstanding in swap agreements, which includes $350 notional amount of forward-starting swaps that become effective commencing December 31, 2015, that exchange a variable rate of interest (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments and have maturity dates through June 2020. At December 31, 2014, the weighted average fixed rate of interest on these swaps, excluding the forward-starting swaps, was approximately 1.3%. The effective portion of the after-tax fair value gains or losses on these swaps is included as a component of AOCI.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through June 2016. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCI and is recognized in earnings at the same time that the hedged item affects earnings and

 

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is included in the same caption in the statements of operations as the underlying hedged item. At December 31, 2014, the Company had approximately $467 notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At December 31, 2014, the Company had approximately $369 notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through December 2015. Fair market value gains or losses are included in the results of operations and are classified in SG&A.

Commodity Contracts

The Company enters into commodity-based derivatives in order to mitigate the risk that the rising price of these commodities could have on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with cost certainty, and in certain instances, allow the Company to benefit should the cost of the commodity fall below certain dollar thresholds. At December 31, 2014, the Company had approximately $24 notional amount outstanding of commodity-based derivatives that are not designated as effective hedges for accounting purposes and have maturity dates through December 2015. Fair market value gains or losses are included in the results of operations and are classified in cost of sales.

At December 31, 2014 and 2013, the fair value of derivative financial instruments is as follows:

 

     2014      2013         
    

Fair Value of Derivatives

    

Fair Value of Derivatives

     Weighted Average
Remaining Term
(years)
 

(in millions)

   Asset (a)      Liability (a)      Asset (a)      Liability (a)     

Derivatives designated as effective hedges:

              

Cash flow hedges:

              

Interest rate swaps

   $ 0.6       $ 7.2       $ 4.5       $ 8.0         2.1   

Foreign currency contracts

     25.9         3.8         11.3         9.1         0.5   

Fair value hedges:

              

Interest rate swaps

     —          2.2         —          —          2.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

Subtotal

  26.5      13.2      15.8      17.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

Derivatives not designated as effective hedges:

Foreign currency contracts

  2.8      1.3      3.5      2.4      0.5   

Commodity contracts

  —       9.0      0.2      0.2      0.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

Subtotal

  2.8      10.3      3.7      2.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

Total

$ 29.3    $ 23.5    $ 19.5    $ 19.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

(a) Consolidated balance sheet location:
     Asset: Other current and non-current assets
     Liability: Other current and non-current liabilities

 

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The following table presents gain and loss activity (on a pretax basis) for 2014, 2013 and 2012 related to derivative financial instruments designated as effective hedges:

 

    2014     2013     2012  
    Gain/(Loss)     Gain/(Loss)     Gain/(Loss)  

(in millions)

  Recognized
in OCI (a)
    Reclassified
from AOCI
to Income
    Recognized
in
Income (b)
    Recognized
in OCI (a)
    Reclassified
from AOCI
to Income
    Recognized
in
Income (b)
    Recognized
in OCI (a)
    Reclassified
from AOCI
to Income
    Recognized
in
Income (b)
 

Derivatives designated as
effective hedges:

   

Cash flow hedges:

                 

Interest rate swaps

  $ (3.0   $ —       $ —       $ 8.9      $ —       $ —       $ (3.8 )   $ —       $ —    

Foreign currency contracts

    27.7        6.3        (1.9     13.9        18.2        (5.5     6.6       5.9       (5.4 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$ 24.7    $ 6.3    $ (1.9 $ 22.8    $ 18.2    $ (5.5 $ 2.8   $ 5.9   $ (5.4 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Location of gain/(loss) in the
consolidated results of operations:

   

Net sales

$ 2.0    $ —     $ 0.1    $ —     $ (1.8 ) $ —    

Cost of sales

  4.3      —       18.1      —       7.7     —    

SG&A

  —       (1.9   —       (5.5   —       (5.4 )
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

Total

$ 6.3    $ (1.9 $ 18.2    $ (5.5 $ 5.9   $ (5.4 )
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 

(a) Represents effective portion recognized in Other Comprehensive Income (“OCI”).
(b) Represents portion excluded from effectiveness testing.

At December 31, 2014, deferred net gains of $24.7 within AOCI are expected to be reclassified to earnings over the next twelve months.

The following table presents gain and loss activity (on a pretax basis) for 2014, 2013 and 2012 related to derivative financial instruments not designated as effective hedges:

 

      

Gain/(Loss) Recognized in Income (a)

 

(in millions)

     2014      2013      2012  

Derivatives not designated as effective hedges:

          

Cash flow derivatives:

          

Foreign currency contracts

     $ 4.3       $ (2.7    $ (5.7 )

Commodity contracts

       (8.9      0.9         (0.4 )
    

 

 

    

 

 

    

 

 

 

Total

$ (4.6 $ (1.8 $ (6.1 )
    

 

 

    

 

 

    

 

 

 

Net Investment Hedge

The Company has designated €300 of the principal balance of its Euro-denominated 3 34% senior notes due October 2021 (the “Hedging Instrument”) as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are included as a component of AOCI. At December 31, 2014, $28.3 of after-tax deferred gains have been recorded in AOCI.

 

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11. Commitments and Contingencies

Operating Leases

The Company conducts its operations in various leased facilities under leases that are classified as operating leases for financial statement purposes. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may have escalating rent provisions and rent holidays which are expensed on a straight-line basis over the term of the lease. Also, certain equipment used in the Company’s operations are leased under operating leases.

Operating lease commitments for the five years following December 31, 2014 and thereafter are as follows:

 

Years Ending December 31,

   Amount  
     (in millions)  

2015

   $ 110.0   

2016

     90.5   

2017

     72.7   

2018

     64.0   

2019

     53.1   

Thereafter

     146.3   
  

 

 

 

Total

$ 536.6   
  

 

 

 

The fixed operating lease commitments detailed above assume that the Company continues the leases through their initial lease terms. Rent expense, including equipment rentals, was $150, $120 and $103 for 2014, 2013 and 2012, respectively.

Contingencies

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company and/or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (“EPA”) or a state environmental agency as a Potentially Responsible Party (“PRP”) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect upon the consolidated financial condition, results of operations or cash flows of the Company. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Environmental

The Company’s operations are subject to certain federal, state, local and foreign environmental laws and regulations in addition to laws and regulations regarding labeling and packaging of products and the sales of products containing certain environmentally sensitive materials. In addition to ongoing environmental compliance at its operations, the Company also is actively engaged in environmental remediation activities, the majority of which relates to divested operations and sites. Various of the Company’s subsidiaries have been identified by the EPA or a state environmental agency as a PRP pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites (collectively, the “Environmental Sites”). The Company has established reserves to cover the anticipated probable costs of investigation and remediation based upon periodic reviews of all sites for which they have, or may have, remediation responsibility. The Company accrues environmental investigation and remediation costs when it is probable that a liability has been incurred, the amount of the liability can be reasonably estimated and their responsibility for the liability is established. Generally, the timing of these accruals coincides with the earlier of a formal commitment to an investigation

 

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plan, completion of a feasibility study or a commitment to a formal plan of action. The Company accrues its best estimate of investigation and remediation costs based upon facts known at such dates, and because of the inherent difficulties in estimating the ultimate amount of environmental costs, which are further described below, these estimates may materially change in the future as a result of the uncertainties described below. Estimated costs, which are based upon experience with similar sites and technical evaluations, are judgmental in nature and are recorded at discounted amounts without considering the impact of inflation and are adjusted periodically to reflect changes in applicable laws or regulations, changes in available technologies and receipt by the Company of new information. It is difficult to estimate the ultimate level of future environmental expenditures due to a number of uncertainties surrounding environmental liabilities. These uncertainties include the applicability of laws and regulations, changes in environmental remediation requirements, the enactment of additional regulations, uncertainties surrounding remediation procedures including the development of new technology, the identification of new sites for which various of the Company’s subsidiaries could be a PRP, information relating to the exact nature and extent of the contamination at each Environmental Site and the extent of required cleanup efforts, the uncertainties with respect to the ultimate outcome of issues which may be actively contested and the varying costs of alternative remediation strategies.

Due to the uncertainties described above, the Company’s ultimate future liability with respect to sites at which remediation has not been completed may vary from the amounts reserved as of December 31, 2014.

The Company believes that the costs of completing environmental remediation of all sites for which the Company has a remediation responsibility have been adequately reserved and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Product Liability

As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to their business. Annually, the Company sets its product liability insurance program, which is an occurrence-based program based on the Company and its subsidiaries’ current and historical claims experience and the availability and cost of insurance. The Company’s product liability insurance program generally includes a self-insurance retention per occurrence.

 

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Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

Based on current information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

12. Taxes on Income

The components of the provision for income taxes attributable to continuing operations for 2014, 2013 and 2012 are as follows:

 

(in millions)

   2014      2013      2012  

Current income tax expense:

        

U.S. federal

   $ 87.1       $ 63.1      $ 52.9  

Foreign

     86.0         86.2        67.3  

State and local

     10.7         9.1        7.7  
  

 

 

    

 

 

    

 

 

 

Total

  183.8      158.4     127.9  
  

 

 

    

 

 

    

 

 

 

Deferred income tax expense (benefit):

U.S. federal

  (47.4   7.9     26.8  

Foreign

  (14.0   (15.8 )   (2.6 )

State, local and other, net of federal tax benefit

  7.9      (2.8 )   (4.5 )
  

 

 

    

 

 

    

 

 

 

Total

  (53.5   (10.7 )   19.7  
  

 

 

    

 

 

    

 

 

 

Total income tax provision

$ 130.3    $ 147.7   $ 147.6  
  

 

 

    

 

 

    

 

 

 

The difference between the federal statutory income tax rate and the Company’s reported income tax rate as a percentage of income from operations for 2014, 2013 and 2012 is reconciled as follows:

 

     2014     2013     2012  

Federal statutory tax rate

     35.0     35.0     35.0 %

Increase (decrease) in rates resulting from:

      

State and local taxes, net

     3.0        1.2        0.7  

Foreign rate differences

     (5.7     (2.8     (2.8 )

Non-deductible compensation

     0.4        3.4        0.5  

Foreign earnings not permanently reinvested

     (9.7     1.1        2.3  

Tax settlements and related adjustments

     2.2       0.1        1.5  

Valuation allowance

     2.6        1.5        0.4  

Venezuela devaluation and inflationary adjustments and tax exempt income

     9.0        2.2        (1.6 )

Foreign dividends

     0.5        1.3        1.2  

Non-deductible transaction costs

     0.5        0.5        0.2  

Other

     (2.8     (1.4     0.3  
  

 

 

   

 

 

   

 

 

 

Reported income tax rate

  35.0   42.1   37.7 %
  

 

 

   

 

 

   

 

 

 

Foreign pre-tax income was approximately $146, $219, and $213 for 2014, 2013 and 2012, respectively.

 

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Deferred tax assets (liabilities) at December 31, 2014 and 2013 are comprised of the following:

 

(in millions)

   2014      2013  

Intangibles

   $ (906.4    $ (826.9

Goodwill

     (159.7      (135.8

Financial reporting amount of a subsidiary in excess of tax basis

     (70.4      (70.4

Foreign earnings not permanently reinvested

     (5.6      (48.4

Property and equipment

     (11.5      (8.8

Convertible debt

     (110.4      (41.9

Other

     (9.0      (0.4
  

 

 

    

 

 

 

Gross deferred tax liabilities

  (1,273.0   (1,132.6
  

 

 

    

 

 

 

Net operating loss

  50.9      47.8   

Accounts receivable allowances

  13.8      15.0   

Inventory valuation

  58.9      58.8   

Pension and postretirement

  17.0      20.0   

Stock-based compensation

  12.6      23.6   

Other compensation and benefits

  21.3      13.0   

Operating reserves

  55.4      66.3   

Other

  38.1      55.7   
  

 

 

    

 

 

 

Gross deferred tax assets

  268.0      300.2   
  

 

 

    

 

 

 

Valuation allowance

  (40.8   (34.2
  

 

 

    

 

 

 

Net deferred tax liability

$ (1,045.8 $ (866.6
  

 

 

    

 

 

 

Gross deferred tax liabilities as of December 31, 2013 have been revised to correct for an error in the presentation of $41.9 related to the convertible debt which was previously included within other deferred tax assets.

The Company continually reviews the adequacy of the valuation allowance. A valuation allowance is recorded if, based on the weight of available evidence, it is more likely than not that a deferred tax asset will not be realized. This assessment is based on an evaluation of the level of historical taxable income and projections for future taxable income. During 2014, the Company’s valuation allowance increased by $6.6 principally due to a provision made against the net deferred tax assets of the Company’s operations in Venezuela. During 2013, the Company’s valuation allowance increased by $6.1 principally due to the inability to recognize certain foreign losses for which a valuation allowance was previously provided. During 2012, the Company’s valuation allowance increased by $1.2 principally due to the Company’s inability to recognize the benefit of certain current year foreign losses.

The net operating losses (“NOLs”) reflected on the deferred tax asset table consist of state and foreign net operating loss carryforwards. At December 31, 2014, the Company had net U.S. federal NOLs of approximately $580, none of which are reflected in the consolidated financial statements. In 2014, the Company utilized approximately $123 of these previously unrecognized U.S. federal NOLs in its consolidated financial statements. Additionally, approximately $470 of these U.S. federal NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code of 1986, as amended. Included in the total NOLs reported on the financial statement are $145 of foreign NOLs which the Company has accumulated or acquired through acquisitions. Of the total foreign NOLs, approximately $1 will expire in 2015. Approximately $59 of the foreign NOLs will expire in years subsequent to 2015, and approximately $85 have an unlimited life.

Certain vested and exercised employee equity compensation awards have resulted in tax deductions in excess of previously recorded tax benefits based on the value of such equity compensation awards at the time of grant (“windfalls”). The additional tax benefit associated with the windfalls is not recognized for financial statement purposes until the deduction reduces taxes payable as recorded on the Company’s financial statements with an offset to additional paid-in-capital. Windfall tax benefits of $38.0, $11.6 and $41.8 were recognized in 2014, 2013 and 2012, respectively. All previously unrecognized windfall tax benefits were recognized in 2012.

 

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Generally, the Company intends to indefinitely reinvest undistributed earnings of certain of its foreign subsidiaries outside the U.S. in the future growth of its foreign businesses. As a result, the Company has not provided for U.S. income taxes on undistributed foreign earnings of approximately $1.2 billion at December 31, 2014. Determination of the amount of unrecognized deferred U.S. income liability is not practicable, in part, because of the complexities associated with its hypothetical calculation, which include the impact of complex foreign and domestic tax laws with respect to dividend remittances, remittance requirements imposed by certain of the Company’s debt agreements and the impact of foreign laws restricting such remittances. In 2014, 2013 and 2012, the Company recorded a deferred tax (benefit) charge of ($42.8) $1.4 and $2.2, respectively, related to profits that were deemed not to be permanently reinvested outside of the United States. The deferred benefit is principally due to the reduction of undistributed earnings attributable to the Company’s operations in Venezuela.

The following table sets forth the details and the activity related to unrecognized tax benefit as of and for the years ended December 31, 2014 and 2013:

 

(in millions)

   2014      2013  

Unrecognized tax benefits, January 1,

   $ 88.9       $ 68.3   

Increases (decreases):

     

Acquisitions

     5.2         3.5   

Tax positions taken during the current period

     48.1         27.6   

Tax positions taken during a prior period

     3.7         (2.7

Settlements with taxing authorities

     (0.5      (7.7

Other

     (0.1      (0.1
  

 

 

    

 

 

 

Unrecognized tax benefits, December 31,

$ 145.3    $ 88.9   
  

 

 

    

 

 

 

During 2014 and 2013, the change in the unrecognized tax benefits primarily relates to tax positions taken during the current period and tax settlements made during the year. At December 31, 2014, the amount of gross unrecognized tax benefits that, if recognized, would affect the reported tax rate is $151. The Company has indemnification for $4.7 of the gross unrecognized tax benefits from the sellers of acquired companies.

It is likely that the total amount of unrecognized tax benefits will increase in the next 12 months. Such increase will occur as a result of the Company’s tax return position with respect to the utilization of tax attributes and the conclusion of ongoing tax audits in various jurisdictions around the world. While one or more of these events is reasonably possible to occur within the next 12 months, the Company is not able to accurately estimate the range of the change in the unrecognized tax benefits that will result. The calculation of unrecognized tax benefits involves dealing with uncertainties in the application of complex global tax regulations. Management regularly assesses the Company’s tax positions in light of legislative, bilateral tax treaties, regulatory and judicial developments in the countries in which the Company does business.

The Company conducts business globally and, as a result, the Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various state, local, and foreign jurisdictions. In the normal course of business, the Company or its subsidiaries are subject to examination by tax authorities throughout the world, including such major jurisdictions as Canada, China, Columbia, France, Germany, Hong Kong, India, Italy, Japan, Malaysia, Mexico, Peru, Spain, Sweden, the U.S. (including, state and local jurisdictions) and Venezuela. As of December 31, 2014, the Company remains subject to examination by federal and state tax authorities for the tax years 2005 to 2013. At December 31, 2014, certain of the Company’s more significant foreign jurisdictions remain subject to examination for various tax years between 2000 and 2013.

The Company classifies all interest expense and penalties on uncertain tax positions as income tax expense. The provision for income taxes for 2014, 2013 and 2012 includes tax-related interest expense of $1.8, $1.7 and $2.7, respectively. As of December 31, 2014 and 2013, the liability for tax-related interest expense was $10.3 and $8.6, respectively.

 

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13. Stockholders’ Equity and Share-Based Awards

The Company maintains the 2013 Stock Incentive Plan, which allows for grants of stock options, restricted stock and short-term cash awards. At December 31, 2014, there were approximately 4.2 million share-based awards collectively available for grant under this stock plan.

Stock Options

A summary of the Company’s stock option activity in 2014 is as follows:

 

     Shares
(in thousands)
     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining Life
(years)
     Total Intrinsic
Value
(in millions)
 

Options outstanding, beginning of year

     533.6       $ 9.65        

Granted

     —          —          

Exercised

     (232.6      9.83        

Cancelled

     —          —          
  

 

 

    

 

 

       

Options outstanding, end of year (a)

  301.0    $ 9.50     1.4    $ 11.6   
  

 

 

       

 

 

    

 

 

 

 

(a) All options outstanding are exercisable

The Company does not use cash to settle any of its options or restricted stock awards and when available issues shares from its treasury stock instead of issuing new shares. Common stock options vest ratably over an explicit service period of typically 3 to 4 years and generally have a contractual term of 7 years. The total intrinsic value of options exercised was $7.2, $6.8 and $16.5 for 2014, 2013 and 2012, respectively. There were no options granted in 2014, 2013 and 2012.

Restricted Shares of Common Stock

The Company issues restricted stock awards whose restrictions lapse upon either the passage of time (service vesting), achieving performance targets, attaining Company common stock price thresholds or some combination of these restrictions. The contractual life is generally 7 years for those restricted stocks with performance targets, common stock price thresholds or some combination thereof. For those restricted stock awards with common stock price thresholds, the fair values were determined using a Monte Carlo simulation embedded in a lattice model. The fair value for all other restricted stock awards were based on the closing price of the Company’s common stock on the dates of grant.

A summary of the Company’s restricted stock activity for 2014 is as follows:

 

     Shares
(in thousands)
 

Outstanding as of December 31, 2013

     6,009.9   

Granted

     5,501.4   

Released/Vested

     (4,129.9

Cancelled

     (167.3
  

 

 

 

Outstanding as of December 31, 2014

  7,214.1   
  

 

 

 

The total fair value of restricted shares granted and total fair value of restricted shares vested for 2014, 2013 and 2012 is as follows:

 

(in millions)

   2014      2013      2012  

Total fair value of restricted shares granted

   $ 222.0       $ 75.0       $ 43.2   

Total fair value of restricted shares vested

     77.1         85.7         49.6   

 

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For those restricted stock awards with common stock price thresholds, the weighted average grant date fair values of these awards were $36.61, $22.53 and $12.65 for 2014, 2013 and 2012, respectively, based on the following assumptions:

 

     2014     2013     2012  

Expected volatility

     32.0     40.7     45.8

Risk-free interest rates

     1.7     0.8     0.9

Derived service periods (in years)

     0.3       0.1       0.2  

For all other restricted stock awards, the weighted average grant date fair values were $40.99, $36.92 and $21.74 for the years ended December 31, 2014, 2013 and 2012, respectively.

As part of the restricted stock awards granted in 2014, in January 2014, the Board authorized an annual grant of approximately 0.8 million restricted stock awards to certain executive officers. These awards had an aggregate grant date fair value of $28.8 and vested during 2014 when the Company’s weighted average share price exceeded certain thresholds. In 2014, the Company also granted approximately 3.9 million restricted stock awards to certain executive officers with an aggregate grant date fair value of $161 that vest upon the achievement of performance targets, the achievement of which are currently deemed improbable. In 2014, the Company also granted approximately 0.8 million restricted stock awards with an aggregate grant date fair value of $32.3 that vest upon the achievement of the achievement of certain performance targets.

As of December 31, 2014, there was $28.7 of unrecognized compensation cost related to non-vested share-based awards whose costs are expected to be recognized through 2017 over a weighted-average period of approximately 20 months.

During the fourth quarter of 2012, the Company recognized $33.6 of cumulative stock-based compensation related to certain restricted stock awards granted in 2010 where compensation expense was not previously recognized as the achievement of the performance targets was not deemed probable.

Stockholders’ Equity

In February 2014, the Board authorized an increase in the then available amount under the Company’s existing stock repurchase program (the “Stock Repurchase Program”) to allow for the repurchase of up to $500 in the aggregate of the Company’s common stock.

In March 2014, pursuant to the Stock Repurchase Program, the Company used proceeds from the 2034 Convertible Notes offering to repurchase approximately 4.0 million shares of its common stock for approximately $163 at a per share price of approximately $40.43 through privately negotiated transactions.

In September 2013, pursuant to a public offering of its common stock, the Company completed an equity offering of approximately 24.8 million newly-issued shares of common stock at a per share price of approximately $31.33 per share. The net proceeds to the Company, after the payment of underwriting discounts and other expenses of the offering, were approximately $745. The proceeds were used to fund a portion of the YCC Acquisition.

Cash dividends paid to stockholders in 2012 were $7.5. In January 2012, the Company announced that the Board had decided to suspend the Company’s dividend program following the dividend paid on January 31, 2012.

 

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14. Earnings Per Share

A computation of the weighted average shares outstanding for 2014, 2013 and 2012 is as follows:

 

(in millions)

     2014        2013        2012  

Weighted average shares outstanding:

              

Basic

       185.3           170.6           176.1   

Dilutive share-based awards

       0.8           1.4           1.2   

Convertible debt

       3.7           0.5           —    
    

 

 

      

 

 

      

 

 

 

Diluted

  189.8      172.5      177.3   
    

 

 

      

 

 

      

 

 

 

Because it is the Company’s intention to redeem the principal amount of the Senior Subordinated Convertible Notes in cash, the treasury stock method is used for determining potential dilution in the diluted earnings per share computation. For the three months ended December 31, 2014, the 2034 Convertible Notes have been excluded from the computation of diluted earnings per share as the effect would be antidilutive, as the initial conversion price exceeded the average market price of the Company’s common stock during the three months ended December 31, 2014. As of December 31, 2014, there were 5.6 million potentially dilutive restricted share awards with performance-based vesting targets that were not met and as such, have been excluded from the computation of diluted earnings per share.

15. Employee Benefit Plans

The Company maintains defined benefit pension plans for certain of its employees and provides certain postretirement medical and life insurance benefits for a portion of its employees. At December 31, 2014, substantially all the domestic pension and postretirement plans are frozen to new entrants and to future benefit accruals. Benefit obligations are calculated using generally accepted actuarial methods. Actuarial gains and losses are amortized using the corridor method over the average remaining service life of its active employees. The pension and postretirement benefit obligations are measured as of December 31, for 2014 and 2013.

Net Periodic Expense

The components of net periodic pension and postretirement benefit expense for 2014, 2013 and 2012 are as follows:

 

    Pension Benefits  
    2014     2013     2012  

(in millions)

  Domestic     Foreign     Total     Domestic     Foreign     Total     Domestic     Foreign     Total  

Service cost

  $ —       $ 2.1      $ 2.1      $ —       $ 2.2     $ 2.2      $ 0.2      $ 1.9      $ 2.1   

Interest cost

    14.6       2.4        17.0        13.3        2.3       15.6        14.5        2.6        17.1   

Expected return on plan assets

    (17.5 )     (1.4     (18.9     (16.9     (1.2 )     (18.1     (16.3     (1.4     (17.7

Amortization:

                 

Prior service credit

    —         (0.9     (0.9     —         —         —         —         —         —    

Net actuarial loss

    4.9       0.3        5.2        7.4        0.4       7.8        7.1        0.2        7.3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost

  2.0     2.5      4.5      3.8      3.7     7.5      5.5      3.3      8.8   

Curtailments and settlements

  5.7     0.2      5.9      —       (0