What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-14 compared with 2024-02-21 · 51 added, 67 removed, 125 unchanged (49% of the section changed)

4 unchanged sentences

Website Access to Securities and Exchange Commission Reports

The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as practicable after the Company files them with, or furnishes them to, the U.S.

Securities and Exchange Commission (“SEC”).

The Company’s website can be found at www.newellbrands.com .

17 unchanged sentences

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth.

One such initiative is Project Ovid, a multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies.

This initiative, which completed its first phase go-live during the third quarter of 2022 and its second phase go-live during the first quarter of 2023, leveraged technology to further simplify the organization by harmonizing and automating processes.

Project Ovid was designed to optimize the Company’s distribution network by creating a single integrated supply chain from 23 business-unit-centric supply chains.

The initiative was intended to reduce administrative complexity, improve inventory and invoicing workflow for our customers and enhance product availability for consumers through omni-channel enablement.

This new operating model was also expected to drive efficiencies by better utilizing the Company’s transportation and distribution network and consolidating the number of overall distribution sites.

In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment.

The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the end of fiscal year 2024.

The Network Optimization Project incorporates a variety of initiatives, including a reduction in the overall number of

distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance.

One such initiative is Project Ovid which entails a multi-year, customer centric supply chain initiative which has transformed the Company’s go-to-market capabilities in the U.S., improving customer service levels and driving operational efficiencies.

Project Ovid optimized the Company’s distribution network in 2022 and 2023 by creating a single integrated supply chain from 23 business-unit-centric supply chains.

The initiative reduced administrative complexity, improved inventory and invoicing workflow for our customers and enhanced product availability for consumers through omni-channel enablement.

This new operating model continues to drive efficiencies by better utilizing the Company’s transportation and distribution network and consolidating the number of overall distribution sites.

In May 2023, the Company announced a restructuring and cost savings initiative that was intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment.

The Network Optimization Project incorporated a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance.

These actions were substantially implemented by the end of 2024.

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies.

Project Phoenix was substantially implemented by the end of 2023 and incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, which included manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs.

The Company commenced reducing headcount during the first quarter of 2023, with most of these actions completed by the end of 2023.

In January 2024, the Company announced an organizational realignment, which is expected to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company unveiled in June of 2023.

In addition to improving accountability, the Company’s organizational realignment is designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the organizational realignment, the Company is making several operating model changes, which entail:

The Company commenced reducing headcount during the first quarter of 2023.

Project Phoenix incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs.

These actions were substantially implemented by the end of 2023.

In January 2024, the Company announced an organizational realignment (“Realignment Plan”), which was designed to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company unveiled in June of 2023.

In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the Realignment Plan, the Company has made several operating model changes, which entailed:

standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach.

The Company will also further optimize the Company’s real estate footprint and pursue other cost reduction initiatives.

These actions are expected to be substantially implemented by the end of 2024, subject to local law and consultation requirements.

In addition, the Company continues to review its operating footprint and non-core brands, which will likely result in future restructuring charges.

Current Macroeconomic Conditions

The Company continues to be impacted by soft global demand, focus by major retailers on rebalancing of inventory levels, inflationary pressures, rising interest rates and indirect impacts from geopolitical conflicts.

These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail and consumer landscape and negatively impacted the Company’s operating results, cash flows and financial condition during 2023 and are mostly expected to persist into 2024.

To help mitigate the negative impact of these conditions to the operating performance of its businesses, the Company has secured selective pricing increases, accelerated productivity initiatives, optimized advertising and promotion expenses, deployed overhead cost containment efforts, adjusted demand forecasts and supply plans, and taken actions designed to improve working capital.

The Company will continue to evaluate other opportunities to improve its financial performance both in the short and long term.

Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges.

Geopolitical Conflicts

The global economy has been negatively impacted by military conflicts, such as the Russia-Ukraine conflict and the conflicts in the Middle East.

While the Company does not expect these conflicts to have a material impact on its results of operations, it has experienced supply chain disruptions, shortages in raw materials and increased costs for transportation, energy and commodities due in part to the negative impact of these conflicts on the global economy.

Further escalation of geopolitical tensions, including increased trade barriers and restrictions on global trade, could result in, among other things, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.

Additionally, if these military conflicts escalate beyond their current scope, the Company could be negatively impacted by localized or global economic recessions.

See Recent Developments, Liquidity and Capital Resources and Critical Accounting Estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Footnote 1 of the Notes to Consolidated Financial Statements for further information.

The Company has also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

These actions were primarily implemented by the end of 2024.

Remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.

In addition, the Company continues to review its operating footprint and non-core brands, which will likely result in future restructuring and restructuring-related charges.

See Recent Developments, Liquidity and Capital Resources and Critical Accounting Estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Footnotes 1 and 4 of the Notes to Consolidated Financial Statements for further information.

Organizational Structure

18 unchanged sentences

(1) and Ball®, TM of Ball Corporation, used under license.

Effective January 1, 2023, as a result of the implementation of a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company, the chief operating decision maker (“CODM”) now reviews the businesses as three operating segments:

Home and Commercial Solutions, Learning and Development and Outdoor and Recreation.

The Home and Commercial Solutions operating segment represents the combination of the previously reported Commercial Solutions, Home Appliances and Home Solutions operating segments.

Prior period comparable results have been reclassified to conform to the operating segment change.

During 2023, the Company implemented a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company.

In connection with the new operating model, the President and Chief Executive Officer of the Company, who is the chief operating decision maker (the “CODM”), reviews the businesses as three operating segments:

Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources.

See Footnote 17 of the Notes to Consolidated Financial Statements for further information.

Home and Commercial Solutions

The Home and Commercial Solutions segment designs, manufactures, sources, markets and distributes a diverse line of household products, including kitchen appliances, food and home storage, fresh preserving, vacuum sealing, gourmet cookware, bakeware and cutlery and home fragrance products, as well as commercial cleaning and maintenance solutions products, closet and garage organization products, hygiene systems and material handling solutions.

The H&CS segment designs, manufactures, sources, markets and distributes a diverse line of household products, including kitchen appliances, food and home storage, fresh preserving, vacuum sealing, gourmet cookware, bakeware and cutlery and home fragrance products, as well as commercial cleaning and maintenance solutions products, closet and garage organization products, hygiene systems and material handling solutions.

Kitchen appliances are primarily sold under the Crockpot, Mr.

6 unchanged sentences

Commercial cleaning and maintenance solutions products are primarily sold under the Rubbermaid, Rubbermaid Commercial Products, Mapa and Spontex brands.

The Home and Commercial Solutions segment primarily markets its products directly to mass merchants, warehouse clubs, home centers, department stores, drug/grocery stores, specialty retailers, discount stores, e-commerce retailers, commercial products distributors, select contract customers and other professional customers, as well as direct to consumers online and in Yankee Candle retail stores.

The H&CS segment primarily markets its products directly to mass merchants, warehouse clubs, home centers, department stores, drug/grocery stores, specialty retailers, discount stores, e-commerce retailers, commercial products distributors, select contract customers and other professional customers, as well as direct to consumers online and in Yankee Candle retail stores.

Learning and Development

The Learning and Development segment designs, manufactures, sources, markets and distributes writing instruments, including markers and highlighters, pens and pencils;

The L&D segment designs, manufactures, sources, markets and distributes writing instruments, including markers and highlighters, pens and pencils;

art products;

4 unchanged sentences

Baby gear and infant care products are sold primarily under the Graco and NUK brands.

The Learning and Development segment primarily markets its products directly to mass merchants, warehouse clubs, drug/grocery stores, office superstores, office supply stores, contract stationers, distributors and e-commerce retailers, and direct to consumers online.

The L&D segment primarily markets its products directly to mass merchants, warehouse clubs, department stores, drug/grocery stores, office superstores, office supply stores, contract stationers, distributors and e-commerce retailers, and direct to consumers online.

Outdoor and Recreation

The Outdoor and Recreation segment designs, manufactures, sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities, including technical apparel and on-the-go beverageware.

The O&R segment designs, manufactures, sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities, including technical apparel and on-the-go beverageware.

Active lifestyle products are sold primarily under the Campingaz, Coleman, Contigo, and Marmot brands.

The Outdoor and Recreation segment primarily markets its products directly to warehouse clubs, department stores, grocery stores, mass merchants, sporting goods and specialty retailers, distributors and e-commerce retailers, as well as direct to consumers online.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for further discussion.

The O&R segment primarily markets its products directly to warehouse clubs, department stores, grocery stores, mass merchants, sporting goods and specialty retailers, distributors and e-commerce retailers, as well as direct to consumers online.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.

OTHER INFORMATION

10 unchanged sentences

Historically, the Company has experienced inflation in sourced product costs due to currency fluctuations and increased input and labor costs.

In some cases, a single manufacturer or a limited number of manufacturers may supply substantially all the finished goods for a product line.

For example, the Baby business unit within the Company’s Learning and Development segment has a single source of supply for products that comprise a majority of its sales and that owns the intellectual property for many of those products.

In some cases, a single

manufacturer or a limited number of manufacturers may supply substantially all the finished goods for a product line.

For example, the Baby business unit within the Company’s L&D segment has a single source of supply for products that comprise a majority of its sales and that owns the intellectual property for many of those products.

The dollar value of unshipped orders is not material.

5 unchanged sentences

Patents and Trademarks

The Company has many patents, trademarks, brand names and tradenames that are, in the aggregate, important to its business.

The Company has many patents, trademarks, brand names, tradenames and other intellectual property rights that are, in the aggregate, important to its business.

The Company’s most significant brands include Calphalon, Campingaz, Coleman, Contigo, Crockpot, Dymo, Elmer’s, EXPO, FoodSaver, Graco, Mapa, Marmot, Mr.

9 unchanged sentences

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 sell candles.

The Company’s principal methods of meeting its competitive challenges are creating and maintaining leading brands and differentiated products that deliver superior value and performance;

delivering superior customer service and consistent on-time delivery and producing and procuring products at a competitive cost.

The Company’s principal methods of meeting its competitive challenges are creating and maintaining leading brands and differentiated products that deliver superior value and performance, delivering superior customer service and consistent on-time delivery and producing and procuring products at a competitive cost.

In addition, the Company has an experienced management team that focuses on building consumer loyalty and increasing consumer demand through increased investment in consumer insights and using those insights to develop innovative products and product features that meet consumers’ needs.

7 unchanged sentences

and e-commerce retailers.

The Company’s largest customer, Walmart Inc.

and subsidiaries (“Walmart”), accounted for approximately 15%, 14% and 15% of net sales in 2023, 2022 and 2021, respectively.

Amazon, the Company’s second largest customer, accounted for approximately 13% of net sales in each of 2023, 2022 and 2021.

The Company’s largest customer in 2024, Amazon, accounted for approximately 15% of net sales in 2024 and 13% in each of 2023 and 2022.

and subsidiaries (“Walmart”), the Company’s second largest customer in 2024, accounted for approximately 14%, 15% and 14% of net

sales in 2024, 2023 and 2022, respectively.

The Company’s top-ten customers in 2024 included in alphabetical order:

1 unchanged sentence

Environmental Matters

Information regarding the Company’s environmental matters is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Annual Report on Form 10-K and in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein.

Information regarding the Company’s environmental matters is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein.

Research and Development

8 unchanged sentences

Of the Company’s total employees, approximately 14,000 were employed in manufacturing and supply chain roles.

The Company's strong employee base, along with its commitment to uncompromising values, provide the foundation for the Company’s success.

The Company's employees are responsible for upholding the Company's goal of creating a safer, sustainable, productive, and consumer-focused future.

The Company’s capable employee base, along with its commitment to uncompromising values, provide the foundation for the Company’s success.

Our employees are responsible for upholding the Company’s goal of creating a safer, sustainable, productive, and consumer-focused future.

The Company’s values of Integrity, Teamwork, Passion for Winning, Ownership and Leadership guide our own actions as well as our relationships with consumers, customers, suppliers and each other.

2 unchanged sentences

The Company deploys a talent and workforce planning strategy focused on attracting, engaging, and retaining the required talent pools and capabilities necessary to win in the market.

Recruitment of diverse candidates, representative of the consumers we serve, will continue to be a focus.

Company policy calls for consideration of diverse candidate slates for roles at the director level and above, including recruitment of members of the Board of Directors.

Our global presence and the breadth of our industry-leading iconic brand portfolio requires a multi-cultural, multi-generational workforce that reflects the array of consumers we serve.

To enable our workforce to stay relentlessly focused on anticipating and meeting the needs and wants of our consumers, we guard against unfair talent practices and make decisions based on merit.

Newell Brands is focused on providing career experience opportunities that encourage the development of our employees.

We offer training, resources, and support to elevate careers.

There are opportunities to access coaching and mentoring and opportunities to expand skill sets.

As employees progress at Newell, they will have many opportunities to gain expertise and broaden experiences.

They can move up, over and across a full array of opportunities in various realms of expertise.

The Company tracks and reports internally on key talent metrics including workforce demographics, talent pipeline and succession data, and organization health engagement indices.

We offer development, resources and other experiences to expand skill sets and provide support to elevate careers.

There are opportunities to access coaching and mentoring.

As employees progress at Newell, they will be able to gain expertise and broaden their exposure to different parts of the business.

Employees can move up or laterally to access a full array of opportunities in various realms of expertise.

The Company tracks and reports internally on key talent metrics including talent pipeline and succession data, and organization health engagement indices.

We will continue to enhance our talent and culture measurements to further reflect our progress over 2025.

The Company embraces diversity, inclusion and belonging, and strongly believes that a truly consumer-focused workforce should be as diverse as the consumers it serves and leverage the skills and perspectives of a wealth of backgrounds of all team members.

To attract, engage and retain a global and diverse workforce, the Company strives to build a culture where employees can bring their whole selves to work, while contributing to meaningful work and are recognized and rewarded for high performance.

Newell Brands has many Employee Resource Groups (“ERGs”) that are Company-sponsored groups of employees that support and promote certain mutual objectives of both the employees and the Company, including inclusion and diversity and the professional development of employees.

The Company has been recognized externally for its efforts and recent examples of such recognition include:

Forbes America's Best Employers for Women (2023), Fortune World's Most Admired Companies (2023 and 2024), Human Rights Campaign Foundation’s Corporate Equality Index 100 Award Winner (2023 and 2024), Newsweek America's Greatest Workplaces for Diversity (2024), WSJ 250 Best-Managed Companies (2023) and Top Companies for Women by Top Companies Mexico and Expansión (2023).

The Company believes its management team has the experience necessary to effectively execute its strategy and advance its product and technology leadership.

The President and Chief Executive Officer and executive leadership team have meaningful industry experience.

The President and Chief Executive Officer (“CEO”) and executive leadership team have deep industry experience.

They partner and work closely with an experienced and talented management team who is dedicated to maintaining and expanding our position as a global leader in the consumer products industry.

For discussion of the risks relating to the attraction and retention of key management and executive employees, see the Risk Factors section hereafter.

For discussion of the risks relating to the attraction and retention of key management and executive employees, see Item 1A.

Risk Factors section hereafter.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business