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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, 2012 and the results of operations for the three months ended March 31, 2012 and 2011 and cash flows for the three months ended March 31, 2012 and 2011. The condensed consolidated balance sheet at December 31, 2011 was derived from audited financial statements. |
Certain prior-year amounts have been reclassified to conform to the 2012 presentation in the condensed consolidated financial statements. The results of operations related to the 2011 discontinued operations have been separately stated in the accompanying condensed consolidated statements of income for the three months ended March 31, 2012 and 2011. In the Company’s condensed consolidated statements of cash flows for the three months ended March 31, 2012 and 2011, cash flows from discontinued operations are not separately classified.
Recently Issued Accounting Pronouncements. On January 1, 2012, the Company adopted new accounting guidance requiring more prominent presentation of other comprehensive income items in the Company’s consolidated financial statements. 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. | Selected financial information for the discontinued operations, during the period owned by the Company, was as follows, in millions: |
Three Months Ended March 31, |
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2012 | 2011 | |||||||
Net Sales |
$ | 20 | $ | 19 | ||||
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Loss from discontinued operations |
$ | (4 | ) | $ | (5 | ) | ||
Loss on disposal of discontinued operations, net |
(1 | ) | — | |||||
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Loss before income tax |
(5 | ) | (5 | ) | ||||
Income tax benefit |
— | — | ||||||
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Loss from discontinued operations, net |
$ | (5 | ) | $ | (5 | ) | ||
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C. | The changes in the carrying amount of goodwill for the three months ended March 31, 2012, by segment, were as follows, in millions: |
Gross Goodwill At Mar. 31, 2012 |
Accumulated Impairment Losses |
Net Goodwill At Mar. 31, 2012 |
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Cabinets and Related Products |
$ | 589 | $ | (408 | ) | $ | 181 | |||||
Plumbing Products |
545 | (340 | ) | 205 | ||||||||
Installation and Other Services |
1,806 | (762 | ) | 1,044 | ||||||||
Decorative Architectural Products |
294 | (75 | ) | 219 | ||||||||
Other Specialty Products |
980 | (734 | ) | 246 | ||||||||
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Total |
$ | 4,214 | $ | (2,319 | ) | $ | 1,895 | |||||
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Gross Goodwill At Dec. 31, 2011 |
Accumulated Impairment Losses |
Net Goodwill At Dec. 31, 2011 |
Other(A) | Net Goodwill At Mar. 31, 2012 |
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Cabinets and Related Products |
$ | 589 | $ | (408 | ) | $ | 181 | $ | — | $ | 181 | |||||||||
Plumbing Products |
541 | (340 | ) | 201 | 4 | 205 | ||||||||||||||
Installation and Other Services |
1,806 | (762 | ) | 1,044 | — | 1,044 | ||||||||||||||
Decorative Architectural Products |
294 | (75 | ) | 219 | — | 219 | ||||||||||||||
Other Specialty Products |
980 | (734 | ) | 246 | — | 246 | ||||||||||||||
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Total |
$ | 4,210 | $ | (2,319 | ) | $ | 1,891 | $ | 4 | $ | 1,895 | |||||||||
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(A) | Other principally includes the effect of foreign currency translation. |
Other indefinite-lived intangible assets were $174 million at both March 31, 2012 and December 31, 2011, respectively, and principally included registered trademarks. The carrying value of the Company’s definite-lived intangible assets was $21 million (net of accumulated amortization of $55 million) at March 31, 2012 and $22 million (net of accumulated amortization of $54 million) at December 31, 2011, and principally included customer relationships and non-compete agreements.
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D. | Depreciation and amortization expense was $55 million and $75 million (including accelerated depreciation of $7 million and $19 million for the three months ended March 31, 2012 and 2011. |
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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, 2012 |
December 31, 2011 |
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Auction rate securities |
$ | 22 | $ | 22 | ||||
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Total recurring investments |
22 | 22 | ||||||
Private equity funds |
81 | 86 | ||||||
Other investments |
4 | 4 | ||||||
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Total non-recurring investments |
85 | 90 | ||||||
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Total |
$ | 107 | $ | 112 | ||||
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The Company’s investments in available-for-sale securities at March 31, 2012 and December 31, 2011 were as follows, in millions:
Pre-tax | ||||||||||||||||
Cost Basis | Unrealized Gains |
Unrealized Losses |
Recorded Basis |
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March 31, 2012 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
December 31, 2011 |
$ | 19 | $ | 3 | $ | — | $ | 22 |
Recurring Fair Value Measurements. Financial assets and (liabilities) 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 | ||||||||||||||||
Significant | ||||||||||||||||
Mar. 31, 2012 |
Quoted Market Prices (Level 1) |
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Auction rate securities |
$ | 22 | — | — | $ | 22 | ||||||||||
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Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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Fair Value Measurements Using | ||||||||||||||||
Dec. 31, 2011 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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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: expected maturity 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, 2012 and the year ended December 31, 2011, in millions:
March 31, 2012 Auction Rate Securities |
December 31, 2011 Auction Rate Securities |
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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. For the three months ended March 31, 2012 and 2011, the Company did not measure any financial investments 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 first quarter of 2012 or 2011.
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, |
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2012 | 2011 | |||||||
Realized gains – distributions from private equity funds |
$ | 16 | $ | 3 | ||||
Realized gains – sale of TriMas |
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Corporation common stock |
— | 14 | ||||||
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Total income from financial investments |
$ | 16 | $ | 17 | ||||
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The fair value of the Company’s short-term and long-term fixed-rate debt instruments is based principally upon quoted 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, 2012 was approximately $4.5 billion, compared with the aggregate carrying value of $4.4 billion. The aggregate estimated market value of short-term and long-term debt at December 31, 2011 was approximately $4.0 billion, compared with the aggregate carrying value of $4.0 billion.
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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 had been 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 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 December 31, 2011, the interest rate swaps were considered 100 percent effective; therefore, the market valuation loss of $23 million was recorded in other comprehensive income in the Company’s statement of shareholders’ equity with a corresponding increase to accrued liabilities in the Company’s condensed consolidated balance sheet at December 31, 2011.
For both the three months ended March 31, 2012 and 2011, the Company recognized a net decrease in interest expense of $3 million related to the amortization of gains resulting from 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 2012 and 2011, 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 consolidated statements of income 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 2012 and 2011, 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 consolidated statements of income in cost of goods sold.
The pre-tax gain (loss) included in the Company’s consolidated statements of income is as follows, in millions:
Three Months Ended March 31, |
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2012 | 2011 | |||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | (5 | ) | $ | (8 | ) | ||
Forward Contracts |
(1 | ) | 2 | |||||
Metal Contracts |
7 | — | ||||||
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Total gain (loss) |
$ | 1 | $ | (6 | ) | |||
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The Company presents its derivatives net due to the right of offset by its counterparties under master netting arrangements in current assets or accrued liabilities in the consolidated balance sheet. 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, 2012 | ||||||||||||
Notional Amount |
Assets | Liabilities | ||||||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | 114 | ||||||||||
Current assets |
$ | 4 | $ | 3 | ||||||||
Forward Contracts |
71 | |||||||||||
Current assets |
1 | — | ||||||||||
Current liabilities |
— | 2 | ||||||||||
Metal Contracts |
53 | |||||||||||
Current assets |
5 | — | ||||||||||
Current liabilities |
— | 1 | ||||||||||
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Total |
$ | 10 | $ | 6 | ||||||||
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At December 31, 2011 | ||||||||||||
Notional Amount |
Assets | Liabilities | ||||||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | 108 | ||||||||||
Current assets |
$ | 8 | $ | — | ||||||||
Forward Contracts |
76 | |||||||||||
Current assets |
1 | — | ||||||||||
Current liabilities |
1 | 2 | ||||||||||
Metal Contracts |
67 | |||||||||||
Current assets |
2 | — | ||||||||||
Current liabilities |
— | 4 | ||||||||||
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Total |
$ | 12 | $ | 6 | ||||||||
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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).
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G. | Changes in the Company’s warranty liability were as follows, in millions: |
Three Months Ended March 31, 2012 |
Twelve Months
Ended December 31, 2011 |
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Balance at January 1 |
$ | 102 | $ | 107 | ||||
Accruals for warranties issued during the period |
8 | 28 | ||||||
Accruals related to pre-existing warranties |
3 | 8 | ||||||
Settlements made (in cash or kind) during the period |
(11 | ) | (38 | ) | ||||
Other, net |
— | (3 | ) | |||||
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Balance at end of period |
$ | 102 | $ | 102 | ||||
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H. | On March 5, 2012, the Company issued $400 million of 5.95% Notes due March 15, 2022 (“Notes”). Including the interest rate swap amortization, the effective interest for the Notes is approximately 6.5%. The Notes are senior indebtedness and are redeemable at the Company’s option. In January 2012, the Company repurchased $46 million of 5.875% Notes due July 2012 in open-market transactions; the Company paid a premium of $1 million for the repurchase. The issuance of the Notes and the repurchase of debt were done in anticipation of the retirement of $745 million of 5.875% Notes due July 2012. |
Based on the limitations of the debt to total capitalization covenant in the Company’s credit agreement with a bank group (the “Credit Agreement”), at March 31, 2012, the Company had additional borrowing capacity, subject to availability, of up to $783 million. Additionally, at March 31, 2012, the Company could absorb a reduction to shareholders’ equity of approximately $422 million, and remain in compliance with the debt to total capitalization covenant.
In order for the Company to borrow under the Credit Agreement, there must not be any default in the Company’s covenants in the 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 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, 2009, 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, 2012.
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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, 2012, 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, |
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2012 | 2011 | |||||||
Long-term stock awards |
$ | 8 | $ | 10 | ||||
Stock options |
5 | 5 | ||||||
Phantom stock awards and stock appreciation rights |
5 | 3 | ||||||
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Total |
$ | 18 | $ | 18 | ||||
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Income tax benefit (before valuation allowance) |
$ | 7 | $ | 7 | ||||
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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 675,110 shares of long-term stock awards in the three months ended March 31, 2012.
The Company’s long-term stock award activity was as follows, shares in millions:
Three Months Ended March 31, |
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2012 | 2011 | |||||||
Unvested stock award shares at January 1 |
10 | 10 | ||||||
Weighted average grant date fair value |
$ | 17 | $ | 19 | ||||
Stock award shares granted |
1 | 2 | ||||||
Weighted average grant date fair value |
$ | 12 | $ | 13 | ||||
Stock award shares vested |
2 | 1 | ||||||
Weighted average grant date fair value |
$ | 17 | $ | 19 | ||||
Stock award shares forfeited |
— | — | ||||||
Weighted average grant date fair value |
$ | 18 | $ | 18 | ||||
Unvested stock award shares at March 31 |
9 | 11 | ||||||
Weighted average grant date fair value |
$ | 16 | $ | 17 |
At March 31, 2012 and 2011, there was $103 million and $145 million, respectively, of total unrecognized compensation expense related to unvested stock awards; such awards had a weighted average remaining vesting period of four years and five years, respectively.
The total market value (at the vesting date) of stock award shares which vested during the three months ended March 31, 2012 and 2011 was $23 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 1,050,750 of stock option shares in the three months ended March 31, 2012 with a grant date exercise price approximating $12 per share. In the first three months of 2012, 2,238,640 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, |
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2012 | 2011 | |||||||
Option shares outstanding, January 1 |
36 | 37 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Option shares granted |
1 | 2 | ||||||
Weighted average exercise price |
$ | 12 | $ | 13 | ||||
Option shares exercised |
— | — | ||||||
Aggregate intrinsic value on date of exercise (A) |
$ | 1 million | $ | 1 million | ||||
Weighted average exercise price |
$ | 8 | $ | 8 | ||||
Option shares forfeited |
2 | — | ||||||
Weighted average exercise price |
$ | 18 | $ | 23 | ||||
Option shares outstanding, March 31 |
35 | 39 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Weighted average remaining option term (in years) |
5 | 6 | ||||||
Option shares vested and expected to vest, March 31 |
35 | 39 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Aggregate intrinsic value (A) |
$ | 26 million | $ | 33 million | ||||
Weighted average remaining option term (in years) |
5 | 6 | ||||||
Option shares exercisable (vested), March 31 |
25 | 24 | ||||||
Weighted average exercise price |
$ | 23 | $ | 24 | ||||
Aggregate intrinsic value (A) |
$ | 14 million | $ | 11 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, 2012 and 2011, there was $29 million and $51 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 three years in both 2012 and 2011.
The weighted average grant date fair value of option shares granted and the assumptions used to estimate those values using a Black-Scholes option pricing model, were as follows:
Three Months
Ended March 31, |
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2012 | 2011 | |||||||
Weighted average grant date fair value |
$ | 4.44 | $ | 5.10 | ||||
Risk-free interest rate |
1.10 | % | 2.72 | % | ||||
Dividend yield |
2.57 | % | 2.34 | % | ||||
Volatility factor |
51.00 | % | 49.00 | % | ||||
Expected option life |
6 years | 6 years |
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J. | The Company sponsors qualified defined-benefit or defined-contribution retirement plans for most of its employees. In addition to the Company’s qualified defined-benefit pension plans, the Company has unfunded non-qualified defined-benefit pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified pension plans. Substantially all salaried employees participate in non-contributory defined-contribution retirement plans, to which payments are determined annually by the Organization and Compensation Committee of the Board of Directors. 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.
Net periodic pension cost for the Company’s defined-benefit pension plans was as follows, in millions:
Three Months ended March 31, | ||||||||||||||||
2012 | 2011 | |||||||||||||||
Qualified | Non-Qualified | Qualified | Non-Qualified | |||||||||||||
Service cost |
$ | 2 | $ | — | $ | 1 | $ | — | ||||||||
Interest cost |
10 | 2 | 11 | 2 | ||||||||||||
Expected return on plan assets |
(8 | ) | — | (8 | ) | — | ||||||||||
Amortization of net loss |
3 | — | 2 | — | ||||||||||||
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Net periodic pension cost |
$ | 7 | $ | 2 | $ | 6 | $ | 2 | ||||||||
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K. | Information about the Company by segment and geographic area was as follows, in millions: |
Three Months Ended March 31, | ||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net Sales(A) | Operating Profit (Loss) | |||||||||||||||
The Company’s operations by segment were: |
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Cabinets and Related Products |
$ | 297 | $ | 307 | $ | (23 | ) | $ | (50 | ) | ||||||
Plumbing Products |
742 | 710 | 97 | 84 | ||||||||||||
Installation and Other Services |
278 | 235 | (14 | ) | (35 | ) | ||||||||||
Decorative Architectural Products |
434 | 375 | 73 | 69 | ||||||||||||
Other Specialty Products |
124 | 126 | (5 | ) | (10 | ) | ||||||||||
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Total |
$ | 1,875 | $ | 1,753 | $ | 128 | $ | 58 | ||||||||
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The Company’s operations by geographic area were: |
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North America |
$ | 1,431 | $ | 1,314 | $ | 88 | $ | 16 | ||||||||
International, principally Europe |
444 | 439 | 40 | 42 | ||||||||||||
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Total |
$ | 1,875 | $ | 1,753 | 128 | 58 | ||||||||||
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General corporate expense, net |
(28 | ) | (32 | ) | ||||||||||||
Income from litigation settlements |
2 | — | ||||||||||||||
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Operating profit |
102 | 26 | ||||||||||||||
Other income (expense), net |
(49 | ) | (42 | ) | ||||||||||||
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Income (loss) from continuing operations before income taxes |
$ | 53 | $ | (16 | ) | |||||||||||
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(A) | Inter-segment sales were not material. |
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L. | Other, net, which is included in other income (expense), net, was as follows, in millions: |
Three Months Ended March 31, |
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2012 | 2011 | |||||||
Income from cash and cash investments |
$ | 2 | $ | 2 | ||||
Income from financial investments, net (Note E) |
16 | 17 | ||||||
Other items, net |
(3 | ) | 2 | |||||
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Total other, net |
$ | 15 | $ | 21 | ||||
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Other items, net, included $(1) million and $2 million of currency gains (losses) for the three months ended March 31, 2012 and 2011, respectively.
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N. | The Company is subject to lawsuits and pending or asserted claims with respect to matters generally arising in the ordinary course of business. |
As previously disclosed, a lawsuit was brought against the Company and a number of its insulation installation companies alleging that certain of their practices violated provisions of the federal antitrust laws. The case was filed in October 2004 in the United States District Court for the Northern District of Georgia by Columbus Drywall & Insulation, Inc., Leo Jones Insulation, Inc., Southland Insulators, Inc., Southland Insulators of Maryland, Inc. d/b/a Devere Insulation, Southland Insulators of Delaware LLC d/b/a Delmarva Insulation, and Whitson Insulation Company of Grand Rapids, Inc. against the Company, its subsidiaries Masco Contractors Services Group Corp., Masco Contractor Services Central, Inc. (“MCS Central”) and Masco Contractor Services East, Inc., and several insulation manufacturers (the “Columbus Drywall case”). In February 2009, the court certified a class of 377 insulation contractors. A trial date in this case has been scheduled for July 2012. Another suit was filed in March 2003 in the United States District Court for the Northern District of Georgia by Wilson Insulation Company, Wilson Insulation of Augusta, Inc. and The Wilson Insulation Group, Inc. against the Company, Masco Contractor Services, Inc., and MCS Central that alleged anticompetitive conduct. This case has been removed from the court’s active docket. In March 2007, Albert Von Der Werth and Valerie Good filed suit in the United States District Court for the Northern District of California against the Company, its subsidiary Masco Contractor Services, and several insulation manufacturers seeking class action status and alleging anticompetitive conduct. This case was subsequently transferred to the United States District Court for the Northern District of Georgia and has been administratively stayed by the court. An additional suit, which was filed in September 2005 and alleged anticompetitive conduct, was dismissed with prejudice in December 2006.
The Company is vigorously defending the Columbus Drywall case. Based upon the advice of its outside counsel, the Company believes that the conduct of the Company and its insulation installation companies, which is the subject of the above-described lawsuits, has not violated any antitrust laws. The Company is unable at this time to reliably estimate any potential liability which might occur from an adverse judgment. There cannot be any assurance that the Company will ultimately prevail in these lawsuits, or, if unsuccessful, that the ultimate liability would not be material and would not have a material adverse effect on its businesses or the methods used by its insulation installation companies in doing business.
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O. | In the first quarter of 2012, the Company incurred income tax expense of $4 million on pre-tax income from continuing operations of $53 million. The income tax expense includes a $21 million state income tax benefit resulting from the decrease in the liability for uncertain tax positions, primarily resulting from the expiration of applicable statutes of limitations in various jurisdictions and certain tax audit closings. |
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 $6 million.
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Recently Issued Accounting Pronouncements. On January 1, 2012, the Company adopted new accounting guidance requiring more prominent presentation of other comprehensive income items in the Company’s consolidated financial statements. 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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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Net Sales |
$ | 20 | $ | 19 | ||||
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Loss from discontinued operations |
$ | (4 | ) | $ | (5 | ) | ||
Loss on disposal of discontinued operations, net |
(1 | ) | — | |||||
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Loss before income tax |
(5 | ) | (5 | ) | ||||
Income tax benefit |
— | — | ||||||
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Loss from discontinued operations, net |
$ | (5 | ) | $ | (5 | ) | ||
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Gross Goodwill At Mar. 31, 2012 |
Accumulated Impairment Losses |
Net Goodwill At Mar. 31, 2012 |
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Cabinets and Related Products |
$ | 589 | $ | (408 | ) | $ | 181 | |||||
Plumbing Products |
545 | (340 | ) | 205 | ||||||||
Installation and Other Services |
1,806 | (762 | ) | 1,044 | ||||||||
Decorative Architectural Products |
294 | (75 | ) | 219 | ||||||||
Other Specialty Products |
980 | (734 | ) | 246 | ||||||||
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Total |
$ | 4,214 | $ | (2,319 | ) | $ | 1,895 | |||||
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Gross Goodwill At Dec. 31, 2011 |
Accumulated Impairment Losses |
Net Goodwill At Dec. 31, 2011 |
Other(A) | Net Goodwill At Mar. 31, 2012 |
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Cabinets and Related Products |
$ | 589 | $ | (408 | ) | $ | 181 | $ | — | $ | 181 | |||||||||
Plumbing Products |
541 | (340 | ) | 201 | 4 | 205 | ||||||||||||||
Installation and Other Services |
1,806 | (762 | ) | 1,044 | — | 1,044 | ||||||||||||||
Decorative Architectural Products |
294 | (75 | ) | 219 | — | 219 | ||||||||||||||
Other Specialty Products |
980 | (734 | ) | 246 | — | 246 | ||||||||||||||
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Total |
$ | 4,210 | $ | (2,319 | ) | $ | 1,891 | $ | 4 | $ | 1,895 | |||||||||
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(A) | Other principally includes the effect of foreign currency translation. |
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March 31, 2012 |
December 31, 2011 |
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Auction rate securities |
$ | 22 | $ | 22 | ||||
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Total recurring investments |
22 | 22 | ||||||
Private equity funds |
81 | 86 | ||||||
Other investments |
4 | 4 | ||||||
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Total non-recurring investments |
85 | 90 | ||||||
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Total |
$ | 107 | $ | 112 | ||||
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Pre-tax | ||||||||||||||||
Cost Basis | Unrealized Gains |
Unrealized Losses |
Recorded Basis |
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March 31, 2012 |
$ | 19 | $ | 3 | $ | — | $ | 22 | ||||||||
December 31, 2011 |
$ | 19 | $ | 3 | $ | — | $ | 22 |
Fair Value Measurements Using | ||||||||||||||||
Significant | ||||||||||||||||
Mar. 31, 2012 |
Quoted Market Prices (Level 1) |
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Auction rate securities |
$ | 22 | — | — | $ | 22 | ||||||||||
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Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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Fair Value Measurements Using | ||||||||||||||||
Dec. 31, 2011 |
Quoted Market Prices (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Auction rate securities |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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Total |
$ | 22 | $ | — | $ | — | $ | 22 | ||||||||
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March 31, 2012 Auction Rate Securities |
December 31, 2011 Auction Rate Securities |
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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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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Realized gains – distributions from private equity funds |
$ | 16 | $ | 3 | ||||
Realized gains – sale of TriMas |
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Corporation common stock |
— | 14 | ||||||
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Total income from financial investments |
$ | 16 | $ | 17 | ||||
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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | (5 | ) | $ | (8 | ) | ||
Forward Contracts |
(1 | ) | 2 | |||||
Metal Contracts |
7 | — | ||||||
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Total gain (loss) |
$ | 1 | $ | (6 | ) | |||
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At March 31, 2012 | ||||||||||||
Notional Amount |
Assets | Liabilities | ||||||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | 114 | ||||||||||
Current assets |
$ | 4 | $ | 3 | ||||||||
Forward Contracts |
71 | |||||||||||
Current assets |
1 | — | ||||||||||
Current liabilities |
— | 2 | ||||||||||
Metal Contracts |
53 | |||||||||||
Current assets |
5 | — | ||||||||||
Current liabilities |
— | 1 | ||||||||||
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Total |
$ | 10 | $ | 6 | ||||||||
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At December 31, 2011 | ||||||||||||
Notional Amount |
Assets | Liabilities | ||||||||||
Foreign Currency Contracts |
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Exchange Contracts |
$ | 108 | ||||||||||
Current assets |
$ | 8 | $ | — | ||||||||
Forward Contracts |
76 | |||||||||||
Current assets |
1 | — | ||||||||||
Current liabilities |
1 | 2 | ||||||||||
Metal Contracts |
67 | |||||||||||
Current assets |
2 | — | ||||||||||
Current liabilities |
— | 4 | ||||||||||
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Total |
$ | 12 | $ | 6 | ||||||||
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Three Months Ended March 31, 2012 |
Twelve Months
Ended December 31, 2011 |
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Balance at January 1 |
$ | 102 | $ | 107 | ||||
Accruals for warranties issued during the period |
8 | 28 | ||||||
Accruals related to pre-existing warranties |
3 | 8 | ||||||
Settlements made (in cash or kind) during the period |
(11 | ) | (38 | ) | ||||
Other, net |
— | (3 | ) | |||||
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Balance at end of period |
$ | 102 | $ | 102 | ||||
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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Long-term stock awards |
$ | 8 | $ | 10 | ||||
Stock options |
5 | 5 | ||||||
Phantom stock awards and stock appreciation rights |
5 | 3 | ||||||
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Total |
$ | 18 | $ | 18 | ||||
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Income tax benefit (before valuation allowance) |
$ | 7 | $ | 7 | ||||
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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Unvested stock award shares at January 1 |
10 | 10 | ||||||
Weighted average grant date fair value |
$ | 17 | $ | 19 | ||||
Stock award shares granted |
1 | 2 | ||||||
Weighted average grant date fair value |
$ | 12 | $ | 13 | ||||
Stock award shares vested |
2 | 1 | ||||||
Weighted average grant date fair value |
$ | 17 | $ | 19 | ||||
Stock award shares forfeited |
— | — | ||||||
Weighted average grant date fair value |
$ | 18 | $ | 18 | ||||
Unvested stock award shares at March 31 |
9 | 11 | ||||||
Weighted average grant date fair value |
$ | 16 | $ | 17 |
Three Months Ended March 31, |
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2012 | 2011 | |||||||
Option shares outstanding, January 1 |
36 | 37 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Option shares granted |
1 | 2 | ||||||
Weighted average exercise price |
$ | 12 | $ | 13 | ||||
Option shares exercised |
— | — | ||||||
Aggregate intrinsic value on date of exercise (A) |
$ | 1 million | $ | 1 million | ||||
Weighted average exercise price |
$ | 8 | $ | 8 | ||||
Option shares forfeited |
2 | — | ||||||
Weighted average exercise price |
$ | 18 | $ | 23 | ||||
Option shares outstanding, March 31 |
35 | 39 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Weighted average remaining option term (in years) |
5 | 6 | ||||||
Option shares vested and expected to vest, March 31 |
35 | 39 | ||||||
Weighted average exercise price |
$ | 21 | $ | 21 | ||||
Aggregate intrinsic value (A) |
$ | 26 million | $ | 33 million | ||||
Weighted average remaining option term (in years) |
5 | 6 | ||||||
Option shares exercisable (vested), March 31 |
25 | 24 | ||||||
Weighted average exercise price |
$ | 23 | $ | 24 | ||||
Aggregate intrinsic value (A) |
$ | 14 million | $ | 11 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. |
Three Months
Ended March 31, |
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2012 | 2011 | |||||||
Weighted average grant date fair value |
$ | 4.44 | $ | 5.10 | ||||
Risk-free interest rate |
1.10 | % | 2.72 | % | ||||
Dividend yield |
2.57 | % | 2.34 | % | ||||
Volatility factor |
51.00 | % | 49.00 | % | ||||
Expected option life |
6 years | 6 years |
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Three Months ended March 31, | ||||||||||||||||
2012 | 2011 | |||||||||||||||
Qualified | Non-Qualified | Qualified | Non-Qualified | |||||||||||||
Service cost |
$ | 2 | $ | — | $ | 1 | $ | — | ||||||||
Interest cost |
10 | 2 | 11 | 2 | ||||||||||||
Expected return on plan assets |
(8 | ) | — | (8 | ) | — | ||||||||||
Amortization of net loss |
3 | — | 2 | — | ||||||||||||
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Net periodic pension cost |
$ | 7 | $ | 2 | $ | 6 | $ | 2 | ||||||||
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Three Months Ended March 31, | ||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net Sales(A) | Operating Profit (Loss) | |||||||||||||||
The Company’s operations by segment were: |
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Cabinets and Related Products |
$ | 297 | $ | 307 | $ | (23 | ) | $ | (50 | ) | ||||||
Plumbing Products |
742 | 710 | 97 | 84 | ||||||||||||
Installation and Other Services |
278 | 235 | (14 | ) | (35 | ) | ||||||||||
Decorative Architectural Products |
434 | 375 | 73 | 69 | ||||||||||||
Other Specialty Products |
124 | 126 | (5 | ) | (10 | ) | ||||||||||
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Total |
$ | 1,875 | $ | 1,753 | $ | 128 | $ | 58 | ||||||||
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The Company’s operations by geographic area were: |
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North America |
$ | 1,431 | $ | 1,314 | $ | 88 | $ | 16 | ||||||||
International, principally Europe |
444 | 439 | 40 | 42 | ||||||||||||
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Total |
$ | 1,875 | $ | 1,753 | 128 | 58 | ||||||||||
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General corporate expense, net |
(28 | ) | (32 | ) | ||||||||||||
Income from litigation settlements |
2 | — | ||||||||||||||
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Operating profit |
102 | 26 | ||||||||||||||
Other income (expense), net |
(49 | ) | (42 | ) | ||||||||||||
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Income (loss) from continuing operations before income taxes |
$ | 53 | $ | (16 | ) | |||||||||||
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(A) | Inter-segment sales were not material. |
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Three Months Ended March 31, |
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2012 | 2011 | |||||||
Income from cash and cash investments |
$ | 2 | $ | 2 | ||||
Income from financial investments, net (Note E) |
16 | 17 | ||||||
Other items, net |
(3 | ) | 2 | |||||
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Total other, net |
$ | 15 | $ | 21 | ||||
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