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| A. | In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as at March 31, 2013 and the results of operations and cash flows for the three months ended March 31, 2013 and 2012. The condensed consolidated balance sheet at December 31, 2012 was derived from audited financial statements. |
Certain prior-year amounts have been reclassified to conform to the 2013 presentation in the condensed consolidated financial statements. In the Company’s condensed consolidated balance sheets, assets and liabilities related to the 2013 discontinued operations have been separately presented at March 31, 2013 and December 31, 2012. The results of operations related to the 2013 discontinued operations have been separately stated in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2013 and 2012. In the Company’s condensed consolidated statements of cash flows for the three months ended March 31, 2013 and 2012, cash flows from discontinued operations are not separately classified.
Recently Issued Accounting Pronouncements. On January 1, 2013, the Company adopted new accounting guidance requiring disclosure of amounts reclassified from accumulated other comprehensive income. The adoption of this new guidance did not have an impact on the Company’s financial position or its results of operations.
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| B. | In the first quarter of 2013, the Company determined that Tvilum, its Danish ready-to-assemble cabinet business, is no longer core to its long-term growth strategy and, accordingly, the Company has embarked on a plan for disposition. The Company has accounted for this business and those which were sold in 2012 as discontinued operations. |
Selected financial information for the discontinued operations, during the period owned by the Company, was as follows, in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Net Sales |
$ | 59 | $ | 89 | ||||
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Operating loss from discontinued operations |
$ | (3 | ) | $ | (11 | ) | ||
|
Impairment of assets |
(10 | ) | — | |||||
|
Loss on disposal of discontinued operations, net |
— | (1 | ) | |||||
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Loss before income tax |
(13 | ) | (12 | ) | ||||
|
Income tax benefit |
(4 | ) | (3 | ) | ||||
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Loss from discontinued operations |
$ | (9 | ) | $ | (9 | ) | ||
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Included in impairment of assets in 2013 is the impairment of fixed assets held for sale. During the first quarter of 2013, the Company estimated the fair value of the business held for sale, using unobservable inputs (Level 3). After considering the deferred gains reported in Accumulated Other Comprehensive Income, the Company recorded an impairment of $10 million in the first quarter of 2013.
The following balance sheet items have been reclassified as held for sale:
| March 31, | December 31, | |||||||
| 2013 | 2012 | |||||||
|
Receivables |
$ | 32 | $ | 32 | ||||
|
Inventories |
64 | 66 | ||||||
|
Prepaid expenses and other |
2 | 2 | ||||||
|
Property and equipment, net |
88 | 103 | ||||||
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|
|||||
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Total assets |
$ | 186 | $ | 203 | ||||
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Accounts payable |
$ | 31 | $ | 31 | ||||
|
Accrued liabilities |
12 | 14 | ||||||
|
Deferred income taxes |
— | 4 | ||||||
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Total liabilities |
$ | 43 | $ | 49 | ||||
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| C. | The changes in the carrying amount of goodwill for the three months ended March 31, 2013, by segment, were as follows, in millions: |
| Gross Goodwill | Accumulated | Net Goodwill | ||||||||||
| At | Impairment | At | ||||||||||
| Mar. 31, 2013 | Losses | Mar. 31, 2013 | ||||||||||
|
Cabinets and Related Products |
$ | 240 | $ | (59 | ) | $ | 181 | |||||
|
Plumbing Products |
539 | (340 | ) | 199 | ||||||||
|
Installation and Other Services |
1,806 | (762 | ) | 1,044 | ||||||||
|
Decorative Architectural Products |
294 | (75 | ) | 219 | ||||||||
|
Other Specialty Products |
982 | (734 | ) | 248 | ||||||||
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|
|||||||
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Total |
$ | 3,861 | $ | (1,970 | ) | $ | 1,891 | |||||
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| Gross Goodwill At Dec. 31, 2012 |
Accumulated Impairment Losses |
Net Goodwill At Dec. 31, 2012 |
Other(A) | Additions(B) | Net Goodwill At Mar. 31, 2013 |
|||||||||||||||||||
|
Cabinets and Related Products |
$ | 240 | $ | (59 | ) | $ | 181 | $ | — | $ | — | $ | 181 | |||||||||||
|
Plumbing Products |
544 | (340 | ) | 204 | (5 | ) | — | 199 | ||||||||||||||||
|
Installation and Other Services |
1,806 | (762 | ) | 1,044 | — | — | 1,044 | |||||||||||||||||
|
Decorative Architectural Products |
294 | (75 | ) | 219 | — | — | 219 | |||||||||||||||||
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Other Specialty Products |
980 | (734 | ) | 246 | — | 2 | 248 | |||||||||||||||||
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Total |
$ | 3,864 | $ | (1,970 | ) | $ | 1,894 | $ | (5 | ) | $ | 2 | $ | 1,891 | ||||||||||
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| (A) | Other principally includes the effect of foreign currency translation. |
| (B) | Additions include the acquisition of a U.K. door business. |
Other indefinite-lived intangible assets were $132 million at both March 31, 2013 and December 31, 2012, and principally included registered trademarks. The carrying value of the Company’s definite-lived intangible assets was $18 million (net of accumulated amortization of $58 million) at March 31, 2013 and $19 million (net of accumulated amortization of $57 million) at December 31, 2012, and principally included customer relationships and non-compete agreements.
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| D. | Depreciation and amortization expense, including discontinued operations, was $49 million and $55 million, including accelerated depreciation, relating to business rationalization initiatives, of $4 million and $7 million, for the three months ended March 31, 2013 and 2012, respectively. |
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| E. | The Company has maintained investments in available-for-sale securities and a number of private equity funds, principally as part of its tax planning strategies, as any gains enhance the utilization of any current and future tax capital losses. Financial investments included in other assets were as follows, in millions: |
| March 31, 2013 |
December 31, 2012 |
|||||||
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Auction rate securities |
$ | 22 | $ | 22 | ||||
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Total recurring investments |
22 | 22 | ||||||
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Private equity funds |
67 | 69 | ||||||
|
Other investments |
4 | 4 | ||||||
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Total non-recurring investments |
71 | 73 | ||||||
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|||||
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Total |
$ | 93 | $ | 95 | ||||
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The Company’s investments in available-for-sale securities at March 31, 2013 and December 31, 2012 were as follows, in millions:
| Pre-tax | ||||||||||||||||
| Cost Basis | Unrealized Gains |
Unrealized Losses |
Recorded Basis |
|||||||||||||
|
March 31, 2013 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
|
December 31, 2012 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
Recurring Fair Value Measurements. Financial investments measured at fair value on a recurring basis at each reporting period and the amounts for each level within the fair value hierarchy were as follows, in millions:
| Fair Value Measurements Using | ||||||||||||||||
| Mar. 31, 2013 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
Auction rate securities |
$ | 22 | — | — | $ | 22 | ||||||||||
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Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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| Fair Value Measurements Using | ||||||||||||||||
| Dec. 31, 2012 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
Auction rate securities |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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The fair value of the auction rate securities held by the Company have been estimated, on a recurring basis, using a discounted cash flow model (Level 3 input). The significant inputs in the discounted cash flow model used to value the auction rate securities include the expected maturity date of auction rate securities, discount rate used to determine the present value of expected cash flows and the assumptions for credit defaults, since the auction rate securities are backed by credit default swap agreements.
The following table summarizes the changes in Level 3 financial assets measured at fair value on a recurring basis for the three months ended March 31, 2013 and the year ended December 31, 2012, in millions:
| March 31, 2013 Auction Rate Securities |
December 31, 2012 Auction Rate Securities |
|||||||
|
Fair value at beginning of period |
$ | 22 | $ | 22 | ||||
|
Total losses included in earnings |
— | — | ||||||
|
Unrealized (losses) |
— | — | ||||||
|
Purchases |
— | — | ||||||
|
Settlements |
— | — | ||||||
|
Transfer from Level 3 to Level 2 |
— | — | ||||||
|
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|
|
|
|||||
|
Fair value at period end |
$ | 22 | $ | 22 | ||||
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Non-Recurring Fair Value Measurements. During the three-months ended March 31, 2013 and 2012, the Company did not measure any financial investments at fair value on a non-recurring basis, as there was no other-than-temporary decline in the estimated value of private equity funds.
The Company did not have any transfers between Level 1 and Level 2 financial assets in the three months ended March 31, 2013 or 2012
Realized Gains. Income from financial investments net, included in other, net, within other income (expense), net, was as follows, in millions:
| Three Months Ended March 31, |
||||||||
| 2013 | 2012 | |||||||
|
Realized gains from private equity funds |
$ | 3 | $ | 16 | ||||
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Total income from financial investments |
$ | 3 | $ | 16 | ||||
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|||||
The fair value of the Company’s short-term and long-term fixed-rate debt instruments is based principally upon modeled market prices for the same or similar issues or the current rates available to the Company for debt with similar terms and remaining maturities. The aggregate estimated market value of short-term and long-term debt at March 31, 2013 was approximately $4.0 billion, compared with the aggregate carrying value of $3.6 billion. The aggregate estimated market value of short-term and long-term debt at December 31, 2012 was approximately $4.0 billion, compared with the aggregate carrying value of $3.6 billion.
|
|||
| F. | The Company is exposed to global market risk as part of its normal daily business activities. To manage these risks, the Company enters into various derivative contracts. These contracts include interest rate swap agreements, foreign currency exchange contracts and contracts intended to hedge the Company’s exposure to copper and zinc. The Company reviews its hedging program, derivative positions and overall risk management on a regular basis. |
Interest Rate Swap Agreements. In March 2012, in connection with the issuance of $400 million of debt, the Company terminated the interest rate swap hedge relationships that it entered into in August 2011. These interest rate swaps were designated as cash flow hedges and effectively fixed interest rates on the forecasted debt issuance to variable rates based on 3-month LIBOR. Upon termination, the ineffective portion of the cash flow hedges of approximately $2 million loss was recognized in the Company’s consolidated statement of income in other, net. The remaining loss of approximately $23 million from the termination of these swaps is being amortized as an increase to interest expense over the remaining term of the debt, through March 2022. At March 31, 2013, the balance remaining in Accumulated Other Comprehensive Income was $21 million.
In the three months ended March 31, 2012, the Company recognized a net decrease in interest expense of $3 million resulting from the amortization of net gains related to the terminations (in 2012, 2008 and 2004) of the interest rate swap agreements.
Foreign Currency Contracts. The Company’s net cash inflows and outflows exposed to the risk of changes in foreign currency exchange rates arise from the sale of products in countries other than the manufacturing source, foreign currency denominated supplier payments, debt and other payables, and investments in subsidiaries. To mitigate this risk during 2013 and 2012, the Company, including certain European operations, entered into foreign currency forward contracts and foreign currency exchange contracts.
Gains (losses) related to foreign currency forward and exchange contracts are recorded in the Company’s condensed consolidated statements of operations in other income (expense), net. In the event that the counterparties fail to meet the terms of the foreign currency forward contracts, the Company’s exposure is limited to the aggregate foreign currency rate differential with such institutions.
Metal Contracts. During 2013 and 2012, the Company entered into several contracts to manage its exposure to increases in the price of copper and zinc. Gains (losses) related to these contracts are recorded in the Company’s condensed consolidated statements of operations in cost of sales.
The pre-tax gain (loss) included in the Company’s condensed consolidated statements of operations is as follows, in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Foreign Currency Contracts |
||||||||
|
Exchange Contracts |
$ | 7 | $ | (5 | ) | |||
|
Forward Contracts |
2 | (1 | ) | |||||
|
Metal Contracts |
(4 | ) | 7 | |||||
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|
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Total gain |
$ | 5 | $ | 1 | ||||
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|
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The Company presents its derivatives, net by counterparty due to the right of offset under master netting arrangements in current assets or current liabilities in the condensed consolidated balance sheets. The notional amounts being hedged and the fair value of those derivative instruments, on a gross basis, are as follows, in millions:
| At March 31, 2013 | ||||||||||||
| Notional | ||||||||||||
| Amount | Assets | Liabilities | ||||||||||
|
Foreign Currency Contracts |
||||||||||||
|
Exchange Contracts |
$ | 162 | ||||||||||
|
Current assets |
$ | 4 | $ | 1 | ||||||||
|
Forward Contracts |
68 | |||||||||||
|
Current assets |
1 | — | ||||||||||
|
Metal Contracts |
56 | |||||||||||
|
Current liabilities |
— | 4 | ||||||||||
|
|
|
|
|
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|
Total |
$ | 5 | $ | 5 | ||||||||
|
|
|
|
|
|||||||||
| At December 31, 2012 | ||||||||||||
| Notional | ||||||||||||
| Amount | Assets | Liabilities | ||||||||||
|
Foreign Currency Contracts |
||||||||||||
|
Exchange Contracts |
$ | 172 | ||||||||||
|
Current liabilities |
$ | — | $ | 5 | ||||||||
|
Forward Contracts |
76 | |||||||||||
|
Current assets |
1 | 1 | ||||||||||
|
Metal Contracts |
35 | |||||||||||
|
Current liabilities |
1 | 2 | ||||||||||
|
|
|
|
|
|||||||||
|
Total |
$ | 2 | $ | 8 | ||||||||
|
|
|
|
|
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The fair value of all metal and foreign currency derivative contracts is estimated on a recurring basis, quarterly, using Level 2 inputs (significant other observable inputs).
|
|||
| G. | Changes in the Company’s warranty liability were as follows, in millions: |
| Three Months Ended | Twelve Months Ended | |||||||
| March 31, 2013 | December 31, 2012 | |||||||
|
Balance at January 1 |
$ | 118 | $ | 102 | ||||
|
Accruals for warranties issued during the period |
9 | 42 | ||||||
|
Accruals related to pre-existing warranties |
1 | 16 | ||||||
|
Settlements made (in cash or kind) during the period |
(10 | ) | (38 | ) | ||||
|
Other, net |
— | (4 | ) | |||||
|
|
|
|
|
|||||
|
Balance at end of period |
$ | 118 | $ | 118 | ||||
|
|
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|
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| H. | On March 28, 2013, the Company entered into a credit agreement (the “New Credit Agreement”) with a bank group, with an aggregate commitment of $1.25 billion and a maturity date of March 28, 2018. Upon entry into the New Credit Agreement, the Company’s credit agreement dated as of June 21, 2010, as amended, with an aggregate commitment of $1.25 billion, was terminated. |
The New Credit Agreement provides for an unsecured revolving credit facility available to the Company and one of its foreign subsidiaries, in U.S. dollars, European euros and certain other currencies. Borrowings under the revolver denominated in euros are limited to $500 million, equivalent. The Company can also borrow swingline loans up to $150 million and obtain letters of credit of up to $250 million; any outstanding Letters of Credit reduce the Company’s borrowing capacity. At March 31, 2013, the Company had $78 million of outstanding and unused Letters of Credit, reducing the Company’s borrowing capacity by such amount.
Revolving credit loans bear interest under the New Credit Agreement, at the Company’s option, at (A) a rate per annum equal to the greatest of (i) the prime rate, (ii) the Federal Funds effective rate plus 0.50% and (iii) LIBOR plus 1.0% (the “Alternative Base Rate”); plus an applicable margin based upon the then applicable corporate credit ratings of the Company; or (B) LIBOR plus an applicable margin based upon the then applicable corporate credit ratings of the Company. The foreign currency revolving credit loans bear interest at a rate equal to LIBOR plus an applicable margin based upon the then applicable corporate credit ratings of the Company.
The New Credit Agreement contains financial covenants requiring the Company to maintain (A) a maximum debt to total capitalization ratio, as adjusted for certain items, of 65 percent, and (B) a minimum interest coverage ratio, as adjusted for certain items, equal to or greater than 2.5 to 1.0. The debt to total capitalization ratio allows the add-back, if incurred, of up to the first $250 million of certain non-cash charges, including goodwill and other intangible asset impairment charges, occurring from and after January 1, 2012 that would negatively impact shareholders’ equity.
Based on the limitations of the debt to total capitalization ratio covenant in the New Credit Agreement, at March 31, 2013, the Company had additional borrowing capacity, subject to availability, of up to $858 million. Additionally, at March 31, 2013, the Company could absorb a reduction to shareholders’ equity of approximately $462 million and remain in compliance with the debt to total capitalization covenant.
In order for the Company to borrow under the New Credit Agreement, there must not be any default in the Company’s covenants in the New Credit Agreement (i.e., in addition to the two financial covenants, principally limitations on subsidiary debt, negative pledge restrictions, legal compliance requirements and maintenance of properties and insurance) and the Company’s representations and warranties in the New Credit Agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2012, in each case, no material ERISA or environmental non-compliance and no material tax deficiency). The Company was in compliance with all covenants and no borrowings have been made at March 31, 2013.
|
|||
| I. | The Company’s 2005 Long Term Stock Incentive Plan (the “2005 Plan”) provides for the issuance of stock-based incentives in various forms to employees and non-employee Directors of the Company. At March 31, 2013, outstanding stock-based incentives were in the form of long-term stock awards, stock options, phantom stock awards and stock appreciation rights. Pre-tax compensation expense and the related income tax benefit for these stock-based incentives were as follows, in millions: |
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Long-term stock awards |
$ | 9 | $ | 8 | ||||
|
Stock options |
5 | 5 | ||||||
|
Phantom stock awards and stock appreciation rights |
3 | 5 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 17 | $ | 18 | ||||
|
|
|
|
|
|||||
|
Income tax benefit (37 percent tax rate - before valuation allowance) |
$ | 6 | $ | 7 | ||||
|
|
|
|
|
|||||
Long-Term Stock Awards. Long-term stock awards are granted to key employees and non-employee Directors of the Company and do not cause net share dilution inasmuch as the Company continues the practice of repurchasing and retiring an equal number of shares in the open market. The Company granted 1,570,020 shares of long-term stock awards in the three months ended March 31, 2013.
The Company’s long-term stock award activity was as follows, shares in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Unvested stock award shares at January 1 |
8 | 10 | ||||||
|
Weighted average grant date fair value |
$ | 16 | $ | 17 | ||||
|
Stock award shares granted |
2 | 1 | ||||||
|
Weighted average grant date fair value |
$ | 20 | $ | 12 | ||||
|
Stock award shares vested |
2 | 2 | ||||||
|
Weighted average grant date fair value |
$ | 16 | $ | 17 | ||||
|
Stock award shares forfeited |
— | — | ||||||
|
Weighted average grant date fair value |
$ | 18 | $ | 18 | ||||
|
Unvested stock award shares at March 31 |
8 | 9 | ||||||
|
Weighted average grant date fair value |
$ | 17 | $ | 16 | ||||
At March 31, 2013 and 2012, there was $94 million and $103 million, respectively, of total unrecognized compensation expense related to unvested stock awards; such awards had a weighted average remaining vesting period of four years in both periods.
The total market value (at the vesting date) of stock award shares which vested during the three months ended March 31, 2013 and 2012 was $32 million and $23 million, respectively.
Stock Options. Stock options are granted to key employees of the Company. The exercise price equals the market price of the Company’s common stock at the grant date. These options generally become exercisable (vest ratably) over five years beginning on the first anniversary from the date of grant and expire no later than 10 years after the grant date.
The Company granted 869,000 of stock option shares in the three months ended March 31, 2013 with a grant date exercise price approximating $20 per share. In the first three months of 2013, 453,070 stock option shares were forfeited (including options that expired unexercised).
The Company’s stock option activity was as follows, shares in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Option shares outstanding, January 1 |
30 | 36 | ||||||
|
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
|
Option shares granted |
1 | 1 | ||||||
|
Weighted average exercise price |
$ | 20 | $ | 12 | ||||
|
Option shares exercised |
2 | — | ||||||
|
Aggregate intrinsic value on date of exercise (A) |
$ | 17 | million | $ | 1 | million | ||
|
Weighted average exercise price |
$ | 11 | $ | 8 | ||||
|
Option shares forfeited |
— | 2 | ||||||
|
Weighted average exercise price |
$ | 19 | $ | 18 | ||||
|
Option shares outstanding, March 31 |
29 | 35 | ||||||
|
Weighted average exercise price |
$ | 22 | $ | 21 | ||||
|
Weighted average remaining option term (in years) |
4 | 5 | ||||||
|
Option shares vested and expected to vest, March 31 |
29 | 35 | ||||||
|
Weighted average exercise price |
$ | 22 | $ | 21 | ||||
|
Aggregate intrinsic value (A) |
$ | 82 | million | $ | 26 | million | ||
|
Weighted average remaining option term (in years) |
4 | 5 | ||||||
|
Option shares exercisable (vested), March 31 |
23 | 25 | ||||||
|
Weighted average exercise price |
$ | 24 | $ | 23 | ||||
|
Aggregate intrinsic value (A) |
$ | 45 | million | $ | 14 | million | ||
|
Weighted average remaining option term (in years) |
4 | 4 | ||||||
| (A) | Aggregate intrinsic value is calculated using the Company’s stock price at each respective date, less the exercise price (grant date price) multiplied by the number of shares. |
At March 31, 2013 and 2012, there was $17 million and $29 million, respectively, of unrecognized compensation expense (using the Black-Scholes option pricing model) related to unvested stock options; such options had a weighted average vesting period of two years and three years in 2013 and 2012, respectively.
The weighted average grant date fair value of option shares granted in the period and the assumptions used to estimate those values using a Black-Scholes option pricing model were as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Weighted average grant date fair value |
$ | 8.33 | $ | 4.44 | ||||
|
Risk-free interest rate |
1.20 | % | 1.10 | % | ||||
|
Dividend yield |
1.47 | % | 2.57 | % | ||||
|
Volatility factor |
49.00 | % | 51.00 | % | ||||
|
Expected option life |
6 years | 6 years | ||||||
|
|||
| J. | Net periodic pension cost for the Company’s defined-benefit pension plans was as follows, in millions: |
| Three Months ended March 31, | ||||||||||||||||
| 2013 | 2012 | |||||||||||||||
| Qualified | Non-Qualified | Qualified | Non-Qualified | |||||||||||||
|
Service cost |
$ | 1 | $ | — | $ | 2 | $ | — | ||||||||
|
Interest cost |
10 | 1 | 10 | 1 | ||||||||||||
|
Expected return on plan assets |
(9 | ) | — | (8 | ) | — | ||||||||||
|
Amortization of net loss |
4 | 1 | 3 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic pension cost |
$ | 6 | $ | 2 | $ | 7 | $ | 2 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The Company participates in 20 regional multi-employer pension plans, principally related to building trades; none of the plans are considered significant to the Company.
Effective January 1, 2010, the Company froze all future benefit accruals under substantially all of the Company’s domestic qualified and non-qualified defined benefit pension plans. Future benefit accruals related to the Company’s foreign non-qualified plans were frozen several years ago.
|
|||
| K. | The reclassifications from accumulated other comprehensive income (loss) to the income statement were as follows, in millions: |
| Amount | ||||||||||
|
Accumulated Other Comprehensive Income (Loss) |
Reclassified | |||||||||
| March 31, | ||||||||||
| 2013 | 2012 |
Income Statement Line Item |
||||||||
|
Amortization of defined benefit pension: |
||||||||||
|
Actuarial losses, net |
$ | 5 | $ | 4 | Selling, General & Administrative Expense | |||||
| — | — | Tax expense | ||||||||
|
|
|
|
|
|||||||
| $ | 5 | $ | 4 | Net of tax | ||||||
|
|
|
|
|
|||||||
|
Interest rate swaps |
$ | — | $ | — | Interest expense | |||||
|
|||
| L. | Information about the Company by segment and geographic area was as follows, in millions: |
| Three Months Ended March 31, | ||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Net Sales(A) | Operating Profit (Loss) | |||||||||||||||
|
The Company’s operations by segment were: |
||||||||||||||||
|
Cabinets and Related Products |
$ | 236 | $ | 228 | $ | (4 | ) | $ | (16 | ) | ||||||
|
Plumbing Products |
762 | 742 | 86 | 97 | ||||||||||||
|
Installation and Other Services |
312 | 278 | (4 | ) | (14 | ) | ||||||||||
|
Decorative Architectural Products |
432 | 434 | 89 | 73 | ||||||||||||
|
Other Specialty Products |
134 | 124 | (1 | ) | (5 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 1,876 | $ | 1,806 | $ | 166 | $ | 135 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
The Company’s operations by geographic area were: |
||||||||||||||||
|
North America |
$ | 1,510 | $ | 1,431 | $ | 140 | $ | 88 | ||||||||
|
International, principally Europe |
366 | 375 | 26 | 47 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 1,876 | $ | 1,806 | 166 | 135 | ||||||||||
|
|
|
|
|
|||||||||||||
|
General corporate expense, net |
(34 | ) | (28 | ) | ||||||||||||
|
Income from litigation settlements |
— | 2 | ||||||||||||||
|
|
|
|
|
|||||||||||||
|
Operating profit, as reported |
132 | 109 | ||||||||||||||
|
Other income (expense), net |
(53 | ) | (49 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
|
Income from continuing operations before income taxes |
$ | 79 | $ | 60 | ||||||||||||
|
|
|
|
|
|||||||||||||
| (A) | Inter-segment sales were not material. |
|
|||
| M. | Other, net, which is included in other income (expense), net, was as follows, in millions: |
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Income from cash and cash investments |
$ | 1 | $ | 2 | ||||
|
Income from financial investments (Note E) |
3 | 16 | ||||||
|
Other items, net |
3 | (3 | ) | |||||
|
|
|
|
|
|||||
|
Total other, net |
$ | 7 | $ | 15 | ||||
|
|
|
|
|
|||||
Other items, net, included $3 million and $(1) million of currency gains (losses) for the three months ended March 31, 2013 and 2012, respectively.
|
|||
| O. | We are subject to claims, charges, litigation and other proceedings in the ordinary course of our business, including those arising from or related to contractual matters, intellectual property, personal injury, environmental matters, product liability, product recalls, construction defect, insurance coverage, personnel and employment disputes and other matters, including class actions. We believe we have adequate defenses in these matters and that the outcome of these matters is not likely to have a material adverse effect on us. However, there is no assurance that we will prevail in these matters, and we could in the future incur judgments, enter into settlements of claims or revise our expectations regarding the outcome of these matters, which could materially impact our results of operations. |
|
|||
| P. | The effective tax rate in the first quarter of 2013 was 18 percent primarily due to a decrease in the valuation allowance resulting from the partial utilization of our U.S. Federal net operating loss carryforward and from a $12 million state income tax benefit on uncertain tax positions due to the expiration of applicable statutes of limitations in various jurisdictions. |
As a result of tax audit closings, settlements and expiration of applicable statutes of limitations in various jurisdictions within the next 12 months, the Company anticipates that it is reasonably possible that the liability for uncertain tax positions could be reduced by approximately $3 million.
|
|||
Recently Issued Accounting Pronouncements. On January 1, 2013, the Company adopted new accounting guidance requiring disclosure of amounts reclassified from accumulated other comprehensive income. The adoption of this new guidance did not have an impact on the Company’s financial position or its results of operations.
|
|||
Selected financial information for the discontinued operations, during the period owned by the Company, was as follows, in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Net Sales |
$ | 59 | $ | 89 | ||||
|
|
|
|
|
|||||
|
Operating loss from discontinued operations |
$ | (3 | ) | $ | (11 | ) | ||
|
Impairment of assets |
(10 | ) | — | |||||
|
Loss on disposal of discontinued operations, net |
— | (1 | ) | |||||
|
|
|
|
|
|||||
|
Loss before income tax |
(13 | ) | (12 | ) | ||||
|
Income tax benefit |
(4 | ) | (3 | ) | ||||
|
|
|
|
|
|||||
|
Loss from discontinued operations |
$ | (9 | ) | $ | (9 | ) | ||
|
|
|
|
|
|||||
The following balance sheet items have been reclassified as held for sale:
| March 31, | December 31, | |||||||
| 2013 | 2012 | |||||||
|
Receivables |
$ | 32 | $ | 32 | ||||
|
Inventories |
64 | 66 | ||||||
|
Prepaid expenses and other |
2 | 2 | ||||||
|
Property and equipment, net |
88 | 103 | ||||||
|
|
|
|
|
|||||
|
Total assets |
$ | 186 | $ | 203 | ||||
|
|
|
|
|
|||||
|
Accounts payable |
$ | 31 | $ | 31 | ||||
|
Accrued liabilities |
12 | 14 | ||||||
|
Deferred income taxes |
— | 4 | ||||||
|
|
|
|
|
|||||
|
Total liabilities |
$ | 43 | $ | 49 | ||||
|
|
|
|
|
|||||
|
|||
| The changes in the carrying amount of goodwill for the three months ended March 31, 2013, by segment, were as follows, in millions: |
| Gross Goodwill | Accumulated | Net Goodwill | ||||||||||
| At | Impairment | At | ||||||||||
| Mar. 31, 2013 | Losses | Mar. 31, 2013 | ||||||||||
|
Cabinets and Related Products |
$ | 240 | $ | (59 | ) | $ | 181 | |||||
|
Plumbing Products |
539 | (340 | ) | 199 | ||||||||
|
Installation and Other Services |
1,806 | (762 | ) | 1,044 | ||||||||
|
Decorative Architectural Products |
294 | (75 | ) | 219 | ||||||||
|
Other Specialty Products |
982 | (734 | ) | 248 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Total |
$ | 3,861 | $ | (1,970 | ) | $ | 1,891 | |||||
|
|
|
|
|
|
|
|||||||
| Gross Goodwill At Dec. 31, 2012 |
Accumulated Impairment Losses |
Net Goodwill At Dec. 31, 2012 |
Other(A) | Additions(B) | Net Goodwill At Mar. 31, 2013 |
|||||||||||||||||||
|
Cabinets and Related Products |
$ | 240 | $ | (59 | ) | $ | 181 | $ | — | $ | — | $ | 181 | |||||||||||
|
Plumbing Products |
544 | (340 | ) | 204 | (5 | ) | — | 199 | ||||||||||||||||
|
Installation and Other Services |
1,806 | (762 | ) | 1,044 | — | — | 1,044 | |||||||||||||||||
|
Decorative Architectural Products |
294 | (75 | ) | 219 | — | — | 219 | |||||||||||||||||
|
Other Specialty Products |
980 | (734 | ) | 246 | — | 2 | 248 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
$ | 3,864 | $ | (1,970 | ) | $ | 1,894 | $ | (5 | ) | $ | 2 | $ | 1,891 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (A) | Other principally includes the effect of foreign currency translation. |
| (B) | Additions include the acquisition of a U.K. door business. |
|
|||
| March 31, 2013 |
December 31, 2012 |
|||||||
|
Auction rate securities |
$ | 22 | $ | 22 | ||||
|
|
|
|
|
|||||
|
Total recurring investments |
22 | 22 | ||||||
|
|
|
|
|
|||||
|
Private equity funds |
67 | 69 | ||||||
|
Other investments |
4 | 4 | ||||||
|
|
|
|
|
|||||
|
Total non-recurring investments |
71 | 73 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 93 | $ | 95 | ||||
|
|
|
|
|
|||||
The Company’s investments in available-for-sale securities at March 31, 2013 and December 31, 2012 were as follows, in millions:
| Pre-tax | ||||||||||||||||
| Cost Basis | Unrealized Gains |
Unrealized Losses |
Recorded Basis |
|||||||||||||
|
March 31, 2013 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
|
December 31, 2012 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
Financial investments measured at fair value on a recurring basis at each reporting period and the amounts for each level within the fair value hierarchy were as follows, in millions:
| Fair Value Measurements Using | ||||||||||||||||
| Mar. 31, 2013 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
Auction rate securities |
$ | 22 | — | — | $ | 22 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Fair Value Measurements Using | ||||||||||||||||
| Dec. 31, 2012 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
Auction rate securities |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The following table summarizes the changes in Level 3 financial assets measured at fair value on a recurring basis for the three months ended March 31, 2013 and the year ended December 31, 2012, in millions:
| March 31, 2013 Auction Rate Securities |
December 31, 2012 Auction Rate Securities |
|||||||
|
Fair value at beginning of period |
$ | 22 | $ | 22 | ||||
|
Total losses included in earnings |
— | — | ||||||
|
Unrealized (losses) |
— | — | ||||||
|
Purchases |
— | — | ||||||
|
Settlements |
— | — | ||||||
|
Transfer from Level 3 to Level 2 |
— | — | ||||||
|
|
|
|
|
|||||
|
Fair value at period end |
$ | 22 | $ | 22 | ||||
|
|
|
|
|
|||||
Income from financial investments net, included in other, net, within other income (expense), net, was as follows, in millions:
| Three Months Ended March 31, |
||||||||
| 2013 | 2012 | |||||||
|
Realized gains from private equity funds |
$ | 3 | $ | 16 | ||||
|
|
|
|
|
|||||
|
Total income from financial investments |
$ | 3 | $ | 16 | ||||
|
|
|
|
|
|||||
|
|||
The pre-tax gain (loss) included in the Company’s condensed consolidated statements of operations is as follows, in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Foreign Currency Contracts |
||||||||
|
Exchange Contracts |
$ | 7 | $ | (5 | ) | |||
|
Forward Contracts |
2 | (1 | ) | |||||
|
Metal Contracts |
(4 | ) | 7 | |||||
|
|
|
|
|
|||||
|
Total gain |
$ | 5 | $ | 1 | ||||
|
|
|
|
|
|||||
| At March 31, 2013 | ||||||||||||
| Notional | ||||||||||||
| Amount | Assets | Liabilities | ||||||||||
|
Foreign Currency Contracts |
||||||||||||
|
Exchange Contracts |
$ | 162 | ||||||||||
|
Current assets |
$ | 4 | $ | 1 | ||||||||
|
Forward Contracts |
68 | |||||||||||
|
Current assets |
1 | — | ||||||||||
|
Metal Contracts |
56 | |||||||||||
|
Current liabilities |
— | 4 | ||||||||||
|
|
|
|
|
|||||||||
|
Total |
$ | 5 | $ | 5 | ||||||||
|
|
|
|
|
|||||||||
| At December 31, 2012 | ||||||||||||
| Notional | ||||||||||||
| Amount | Assets | Liabilities | ||||||||||
|
Foreign Currency Contracts |
||||||||||||
|
Exchange Contracts |
$ | 172 | ||||||||||
|
Current liabilities |
$ | — | $ | 5 | ||||||||
|
Forward Contracts |
76 | |||||||||||
|
Current assets |
1 | 1 | ||||||||||
|
Metal Contracts |
35 | |||||||||||
|
Current liabilities |
1 | 2 | ||||||||||
|
|
|
|
|
|||||||||
|
Total |
$ | 2 | $ | 8 | ||||||||
|
|
|
|
|
|||||||||
|
|||
| Changes in the Company’s warranty liability were as follows, in millions: |
| Three Months Ended | Twelve Months Ended | |||||||
| March 31, 2013 | December 31, 2012 | |||||||
|
Balance at January 1 |
$ | 118 | $ | 102 | ||||
|
Accruals for warranties issued during the period |
9 | 42 | ||||||
|
Accruals related to pre-existing warranties |
1 | 16 | ||||||
|
Settlements made (in cash or kind) during the period |
(10 | ) | (38 | ) | ||||
|
Other, net |
— | (4 | ) | |||||
|
|
|
|
|
|||||
|
Balance at end of period |
$ | 118 | $ | 118 | ||||
|
|
|
|
|
|||||
|
|||
Pre-tax compensation expense and the related income tax benefit for these stock-based incentives were as follows, in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Long-term stock awards |
$ | 9 | $ | 8 | ||||
|
Stock options |
5 | 5 | ||||||
|
Phantom stock awards and stock appreciation rights |
3 | 5 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 17 | $ | 18 | ||||
|
|
|
|
|
|||||
|
Income tax benefit (37 percent tax rate - before valuation allowance) |
$ | 6 | $ | 7 | ||||
|
|
|
|
|
|||||
The Company’s long-term stock award activity was as follows, shares in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Unvested stock award shares at January 1 |
8 | 10 | ||||||
|
Weighted average grant date fair value |
$ | 16 | $ | 17 | ||||
|
Stock award shares granted |
2 | 1 | ||||||
|
Weighted average grant date fair value |
$ | 20 | $ | 12 | ||||
|
Stock award shares vested |
2 | 2 | ||||||
|
Weighted average grant date fair value |
$ | 16 | $ | 17 | ||||
|
Stock award shares forfeited |
— | — | ||||||
|
Weighted average grant date fair value |
$ | 18 | $ | 18 | ||||
|
Unvested stock award shares at March 31 |
8 | 9 | ||||||
|
Weighted average grant date fair value |
$ | 17 | $ | 16 | ||||
The Company’s stock option activity was as follows, shares in millions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2013 | 2012 | |||||||
|
Option shares outstanding, January 1 |
30 | 36 | ||||||
|
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
|
Option shares granted |
1 | 1 | ||||||
|
Weighted average exercise price |
$ | 20 | $ | 12 | ||||
|
Option shares exercised |
2 | — | ||||||
|
Aggregate intrinsic value on date of exercise (A) |
$ | 17 | million | $ | 1 | million | ||
|
Weighted average exercise price |
$ | 11 | $ | 8 | ||||
|
Option shares forfeited |
— | 2 | ||||||
|
Weighted average exercise price |
$ | 19 | $ | 18 | ||||
|
Option shares outstanding, March 31 |
29 | 35 | ||||||
|
Weighted average exercise price |
$ | 22 | $ | 21 | ||||
|
Weighted average remaining option term (in years) |
4 | 5 | ||||||
|
Option shares vested and expected to vest, March 31 |
29 | 35 | ||||||
|
Weighted average exercise price |
$ | 22 | $ | 21 | ||||
|
Aggregate intrinsic value (A) |
$ | 82 | million | $ | 26 | million | ||
|
Weighted average remaining option term (in years) |
4 | 5 | ||||||
|
Option shares exercisable (vested), March 31 |
23 | 25 | ||||||
|
Weighted average exercise price |
$ | 24 | $ | 23 | ||||
|
Aggregate intrinsic value (A) |
$ | 45 | million | $ | 14 | million | ||
|
Weighted average remaining option term (in years) |
4 | 4 | ||||||
| (A) | Aggregate intrinsic value is calculated using the Company’s stock price at each respective date, less the exercise price (grant date price) multiplied by the number of shares. |
The weighted average grant date fair value of option shares granted in the period and the assumptions used to estimate those values using a Black-Scholes option pricing model were as follows:
| Three Months Ended March 31, |
||||||||
| 2013 | 2012 | |||||||
|
Weighted average grant date fair value |
$ | 8.33 | $ | 4.44 | ||||
|
Risk-free interest rate |
1.20 | % | 1.10 | % | ||||
|
Dividend yield |
1.47 | % | 2.57 | % | ||||
|
Volatility factor |
49.00 | % | 51.00 | % | ||||
|
Expected option life |
6 years | 6 years | ||||||
|
|||
| Net periodic pension cost for the Company’s defined-benefit pension plans was as follows, in millions: |
| Three Months ended March 31, | ||||||||||||||||
| 2013 | 2012 | |||||||||||||||
| Qualified | Non-Qualified | Qualified | Non-Qualified | |||||||||||||
|
Service cost |
$ | 1 | $ | — | $ | 2 | $ | — | ||||||||
|
Interest cost |
10 | 1 | 10 | 1 | ||||||||||||
|
Expected return on plan assets |
(9 | ) | — | (8 | ) | — | ||||||||||
|
Amortization of net loss |
4 | 1 | 3 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic pension cost |
$ | 6 | $ | 2 | $ | 7 | $ | 2 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|||
| The reclassifications from accumulated other comprehensive income (loss) to the income statement were as follows, in millions: |
| Amount | ||||||||||
|
Accumulated Other Comprehensive Income (Loss) |
Reclassified | |||||||||
| March 31, | ||||||||||
| 2013 | 2012 |
Income Statement Line Item |
||||||||
|
Amortization of defined benefit pension: |
||||||||||
|
Actuarial losses, net |
$ | 5 | $ | 4 | Selling, General & Administrative Expense | |||||
| — | — | Tax expense | ||||||||
|
|
|
|
|
|||||||
| $ | 5 | $ | 4 | Net of tax | ||||||
|
|
|
|
|
|||||||
|
Interest rate swaps |
$ | — | $ | — | Interest expense | |||||
|
|||
| Information about the Company by segment and geographic area was as follows, in millions: |
| Three Months Ended March 31, | ||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Net Sales(A) | Operating Profit (Loss) | |||||||||||||||
|
The Company’s operations by segment were: |
||||||||||||||||
|
Cabinets and Related Products |
$ | 236 | $ | 228 | $ | (4 | ) | $ | (16 | ) | ||||||
|
Plumbing Products |
762 | 742 | 86 | 97 | ||||||||||||
|
Installation and Other Services |
312 | 278 | (4 | ) | (14 | ) | ||||||||||
|
Decorative Architectural Products |
432 | 434 | 89 | 73 | ||||||||||||
|
Other Specialty Products |
134 | 124 | (1 | ) | (5 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 1,876 | $ | 1,806 | $ | 166 | $ | 135 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
The Company’s operations by geographic area were: |
||||||||||||||||
|
North America |
$ | 1,510 | $ | 1,431 | $ | 140 | $ | 88 | ||||||||
|
International, principally Europe |
366 | 375 | 26 | 47 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 1,876 | $ | 1,806 | 166 | 135 | ||||||||||
|
|
|
|
|
|||||||||||||
|
General corporate expense, net |
(34 | ) | (28 | ) | ||||||||||||
|
Income from litigation settlements |
— | 2 | ||||||||||||||
|
|
|
|
|
|||||||||||||
|
Operating profit, as reported |
132 | 109 | ||||||||||||||
|
Other income (expense), net |
(53 | ) | (49 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
|
Income from continuing operations before income taxes |
$ | 79 | $ | 60 | ||||||||||||
|
|
|
|
|
|||||||||||||
| (A) | Inter-segment sales were not material. |
|
|||
| Other, net, which is included in other income (expense), net, was as follows, in millions: |
| Three Months Ended March 31, |
||||||||
| 2013 | 2012 | |||||||
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Income from cash and cash investments |
$ | 1 | $ | 2 | ||||
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Income from financial investments (Note E) |
3 | 16 | ||||||
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Other items, net |
3 | (3 | ) | |||||
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Total other, net |
$ | 7 | $ | 15 | ||||
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