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What changed in NEWELL BRANDS INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NEWELL BRANDS INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−343 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in NEWELL BRANDS INC.'s 2025 10-K

289 paragraphs added · 343 removed · 223 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeExecution 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 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.
Biggest changeThe Company remains committed to advancing its turnaround and positioning the business for sustainable, profitable growth over time, while maintaining a balanced and disciplined view of external conditions and factors outside the Company’s control. 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.
The combination of these market influences has created an intensely competitive environment in which the Company’s principal customers continuously evaluate which product suppliers to use, resulting in downward pricing pressures and the need for big, consumer-meaningful brands, the ongoing introduction and commercialization of innovative new products, continuing improvements in category management and customer service, and the maintenance of strong relationships with large, high-volume purchasers.
The combination of these market influences has created an intensely competitive environment in which the Company’s principal customers continuously evaluate which product suppliers to use, resulting in downward pricing pressures and the need for big, consumer-meaningful brands, the ongoing 4 introduction and commercialization of innovative new products, continuing improvements in category management and customer service, and the maintenance of strong relationships with large, high-volume purchasers.
As a potential single source for an entire product line, the Company can use program merchandising to improve product presentation, optimize display space for both sales and income, and encourage impulse buying by consumers. Raw Materials and Sourced Finished Goods The Company has multiple foreign and domestic sources of supply for substantially all of its material requirements.
As a potential single source for an entire product line, the Company can use program merchandising to improve product presentation, optimize display space for both sales and income, and encourage impulse buying by consumers. 3 Raw Materials and Sourced Finished Goods The Company has multiple foreign and domestic sources of supply for substantially all of its material requirements.
The Company also relies on third-party manufacturers as a source for finished goods. 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 3 manufacturer or a limited number of manufacturers may supply substantially all the finished goods for a product line.
The Company also relies on third-party manufacturers as a source for finished goods. 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.
Outdoor and Recreation 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.
Outdoor and Recreation 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 Bubba, Campingaz, Coleman, Contigo, and Marmot brands.
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.
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, enhancing 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 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 believes its management team has the experience necessary to effectively execute its strategy and advance its product and technology leadership.
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 2026. The Company believes its management team has the experience necessary to effectively execute its strategy and advance its product and technology leadership.
The Company competes with numerous manufacturers and distributors of consumer products, many of which are large and well-established. 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 competes with numerous manufacturers and distributors of consumer products, many of which are large and well-established. For example, 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.
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.
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 3 of the Notes to Consolidated Financial Statements for further information.
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 and in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein.
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 and in Footnote 17 of the Notes to Consolidated Financial Statements and is incorporated by reference herein.
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.
Our global presence and the breadth of our industry-leading iconic brand portfolio require 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 5 wants of our consumers, we guard against unfair talent practices and make decisions based on merit.
Organizational Structure The Company’s three primary operating segments are as follows: Segment Key Brands Description of Primary Products Home and Commercial Solutions Ball (1) , Calphalon, Crockpot, FoodSaver, Mapa, Mr.
Organizational Structure The Company’s three primary operating segments are as follows: Segment Key Brands Description of Primary Products Home and Commercial Solutions Ball (a) , Calphalon, Chesapeake Bay, Crockpot, FoodSaver, Mapa, Mr.
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.
The 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.
Newell Brands is focused on providing career experience opportunities that encourage the development of our employees. 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.
Newell Brands is focused on providing career experience opportunities that encourage the development of our employees. We offer development, resources and other experiences to expand skill sets and provide support to elevate careers. This also includes skill development opportunities in artificial intelligence (“AI”). There are opportunities to access coaching and mentoring.
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. Walmart Inc. and subsidiaries (“Walmart”), the Company’s second largest customer in 2024, accounted for approximately 14%, 15% and 14% of net 4 sales in 2024, 2023 and 2022, respectively.
Walmart Inc. and subsidiaries (“Walmart”), the Company’s second largest customer in 2025, accounted for approximately 13%, 14% and 15% of net sales in 2025, 2024 and 2023, respectively.
See Footnote 17 of the Notes to Consolidated Financial Statements for further information. 2 Home and Commercial 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.
Home and Commercial 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.
Human Capital Management Newell Brands is committed to creating a workplace that fosters innovation, high performance and inclusion to enable sustainable business success and talent attraction, engagement and retention of required talent capabilities. The Company has employees located throughout the world. At December 31, 2024, the Company employed approximately 23,700 people worldwide.
Human Capital Management Newell Brands is committed to creating a workplace that fosters innovation, high performance and inclusion to enable sustainable business success and talent attraction, engagement and retention of required talent capabilities. At December 31, 2025, the Company employed approximately 21,900 people worldwide.
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.
One such initiative is the 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 initiated in 2023.
Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products Learning and Development Dymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and Sharpie Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions Outdoor and Recreation Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities; technical apparel and on-the-go beverageware (1) and Ball®, TM of Ball Corporation, used under license.
Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products Learning and Development Dymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and Sharpie Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions Outdoor and Recreation Bubba, Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities; technical apparel and on-the-go beverageware (a) and Ball®, TMs of Ball Corporation, used under license. 2 The President and Chief Executive Officer (the “CEO”) 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”).
The Company markets its strong multi-product offering through virtually every category of high-volume retailers, including discount, drug, grocery and variety chains; warehouse clubs; department, hardware and specialty stores; home centers; office superstores; contract stationers; and e-commerce retailers.
The Company markets its strong multi-product offering through virtually every category of high-volume retailers, including discount, drug, grocery and variety chains; warehouse clubs; department, hardware and specialty stores; home centers; office superstores; contract stationers; and e-commerce retailers. The Company’s largest customer in 2025, Amazon, accounted for approximately 17%, 15% and 13% of net sales in 2025, 2024 and 2023, respectively.
Kitchen appliances are primarily sold under the Crockpot, Mr. Coffee, Oster and Sunbeam brands. The Company also has rights to sell various small appliances in substantially all of Europe under the Breville brand name. Food storage products are sold primarily under the FoodSaver, Rubbermaid and Sistema brands. Gourmet cookware, bakeware and cutlery are sold under the Calphalon brand.
Commercial cleaning and maintenance solutions products are primarily sold under the Rubbermaid, Rubbermaid Commercial Products, Mapa and Spontex brands. Kitchen appliances are primarily sold under the Crockpot, Mr. Coffee, Oster and Sunbeam brands. The Company also has rights to sell various small appliances in substantially all of Europe under the Breville brand name.
The Company’s top-ten customers in 2024 included in alphabetical order: Amazon, Costco, Kroger, Lowe’s, Office Depot, Staples, Target, The Home Depot, Uline and Walmart.
The Company’s top-ten customers in 2025 included (in alphabetical order): Amazon.com Inc., Costco Wholesale Corporation, Grainger Inc., Office Depot Inc., Staples Inc., Target Corporation, The Home Depot Inc., The Kroger Co., Uline Inc. and Walmart Inc. and subsidiaries.
Approximately 3,400 were in the Asia-Pacific region, 4,400 were in the Europe, Middle East and Africa region, 5,300 were in the Latin America region and 10,600 were in the North America region. Of the Company’s total employees, approximately 14,000 were employed in manufacturing and supply chain roles.
Approximately 3,350 were in the Asia-Pacific region, 4,200 were in the Europe, Middle East and Africa region, 4,500 were in the Latin America region and 9,850 were in the North America region. Of the Company’s total employees, approximately 13,250 were employed in manufacturing and supply chain roles.
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.
This retail optimization aligns the brand’s footprint with modern consumer shopping behaviors and supports its multi-channel strategy. 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.
The Company also sells certain home canning and food storage products under the Ball brand, pursuant to a license from Ball Corporation. Home fragrance products are sold primarily under the WoodWick and Yankee Candle brands. Commercial cleaning and maintenance solutions products are primarily sold under the Rubbermaid, Rubbermaid Commercial Products, Mapa and Spontex brands.
Food storage products are sold primarily under the FoodSaver, Rubbermaid and Sistema brands. Gourmet cookware, bakeware and cutlery are sold under the Calphalon brand. The Company also sells certain home canning and food storage products under the Ball brand, pursuant to a license from Ball Corporation.
The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.
The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. BUSINESS STRATEGY The Company is actively advancing the strategic priorities identified through its comprehensive capability assessment completed in 2023.
The Company is implementing this strategy while continuing to address key challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail and consumer landscape; continued macroeconomic and geopolitical volatility; a soft macro backdrop; significant inflationary pressures on consumers and an evolving regulatory landscape.
The Company continues to implement this strategy while addressing key global challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail and consumer landscape including evolving retailer inventory, sourcing and promotional patterns and increased adoption of digital and artificial intelligence-enabled tools by consumers and retailers; continued macroeconomic and geopolitical volatility; a soft macro backdrop; significant cumulative inflationary pressures on consumers; new tariffs imposed in 2025 by the United States of America (“U.S.”) presidential administration as well as other countries’ retaliatory actions in response to such tariffs; and an evolving regulatory landscape.
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.
The Company has also optimized the Company’s real estate footprint and pursued other cost reduction initiatives. Actions under the Realignment Plan were implemented by the end of fiscal year 2025. Further building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025.
This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources.
This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate. See Footnote 16 of the Notes to Consolidated Financial Statements for further information.
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BUSINESS STRATEGY Following a comprehensive assessment of key capabilities, starting in the second quarter of 2023, the leadership team began implementing an integrated set of new “where to play” and “how to win” strategies designed to enable the Company to leverage the scale of the portfolio, while further building upon its operational foundation and strengthening its front-end capabilities.
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These priorities are based on a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flows with a new operating model, critical talent upgrades and a culture redesign.
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As part of its strategy, the Company is focused on: • Driving meaningful improvement in front-end capabilities, including consumer understanding, brand management, brand communications, innovation and go-to-market execution; • Disproportionately investing in the Company’s largest and most profitable brands, fastest-growing channels and key geographies; • Turning the Company’s scale into a competitive advantage, enabling cost savings that provide fuel for reinvestment; and • Transitioning to a high-performance organization as the Company transforms its culture.
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In 2025, the Company continued to strengthen the foundational capabilities needed to compete effectively, and began to see progress across innovation, brand building, productivity and commercial execution. While meaningful progress has been made, the Company remains in the execution phase of its multi-year transformation and expects the benefits of these capability improvements to continue to phase in over time.
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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.
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The Company continues to deploy a comprehensive mitigation strategy in response to these exposures through pricing optimization, productivity enhancements and strategic manufacturing relocations where appropriate.
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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.
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In order to successfully navigate these challenges and deliver strong performance, the Company is focused on continuing to create and leverage scale to unlock the full potential of the Company’s portfolio of leading brands through maintaining a disciplined approach and executing congruent with the Company’s key priorities, which also aligns with the Company’s operating focus for 2026, including: • Igniting top-line improvement over time through product and commercial innovation, brand building, distribution expansion and tariff-advantaged sourcing opportunities, while recognizing that category trends, consumer spending patterns and retailer behaviors may influence the pace and timing of top-line recovery; • Building a strong defense through margin discipline, productivity, procurement savings and overhead management, while acknowledging that year-to-year margin progression may be impacted by tariffs, competitive dynamics, inflationary pressures, volume trends and planned reinvestment, including advertising and promotion; 1 • Further deleveraging the balance sheet and improving cash flow efficiency through disciplined working capital management and capital allocation; • Strengthening commercial and operational excellence and execution discipline through continued complexity reduction, technology standardization, Enterprise Resource Planning System (ERP) consolidation, stock-keeping unit (SKU) optimization and supply chain optimization; and • Winning through accountability, urgency and the Company’s values, while continuing to strengthen a high-performance culture that emphasizes accountability, innovation and inclusion.
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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.
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The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities. As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily related to professional and clerical employees, with limited impact on manufacturing or supply chain operations.
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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.
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Professional and clerical employee separations in the U.S. were mostly executed by the end of 2025, with international actions to occur throughout 2026, subject to applicable local law and consultation requirements. The Company closed approximately 20 Yankee Candle stores in the U.S. and Canada in January 2026.
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These actions were substantially implemented by the end of 2024. 1 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. The Company commenced reducing headcount during the first quarter of 2023.
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Home fragrance products are sold primarily under the Chesapeake Bay, WoodWick and Yankee Candle brands.
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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.
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During 2023, the Company implemented a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company.
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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”).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Company is executing a turnaround plan to build a global, next generation consumer products company that can unleash the full potential of its brands in a fast-moving omni-channel environment. The Company is implementing various global initiatives in connection with the turnaround plan to reduce costs and improve cash flows, as further described in Item 1- Business Strategy.
Biggest changeThe Company’s plans to execute its turnaround plan and restructuring initiatives, improve productivity and reduce complexity and costs may not be successful, which would materially adversely affect its financial results. The Company is executing a turnaround plan to build a global, next generation consumer products company that can unleash the full potential of its brands in a fast-moving omni-channel environment.
The Company’s substantial indebtedness has, and could continue to have, important consequences for the Company, including: • requiring the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which reduces the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchases of the Company’s common stock and other general corporate purposes; • limiting the Company’s flexibility in planning for, or reacting to, adverse business and economic conditions or changes in the Company’s business and the industries in which it operates; • placing the Company at a competitive disadvantage compared to its competitors that have less debt; • limiting its ability to borrow additional funds; and • requiring the Company to comply with financial and non-financial covenants in its debt documents that may place restrictions on business activities and, if breached, subject the Company to cross-default and acceleration provisions.
The Company’s substantial indebtedness has, and could continue to have, important consequences for the Company, including: • requiring the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which reduces the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchases of the Company’s common stock and other general corporate purposes; • limiting the Company’s flexibility in planning for, or reacting to, adverse business and economic conditions or changes in the Company’s business and the industries in which it operates; • placing the Company at a competitive disadvantage compared to its competitors that have less debt; • limiting its ability to borrow additional funds; • requiring the Company to comply with financial and non-financial covenants in its debt documents that may place restrictions on business activities and, if breached, subject the Company to cross-default and acceleration provisions.
The various uses of these IT systems, networks and services include, but are not limited to: • ordering and managing materials from suppliers; • converting materials to finished products; • shipping products to customers; • marketing and selling products to consumers; • processing transactions; • summarizing and reporting results of operations; • hosting, processing and sharing confidential and proprietary research, business plans and financial information; • complying with regulatory, legal or tax requirements; • providing data security; and • handling other processes necessary to manage the Company’s business.
The various uses of these IT systems, networks and services include, but are not limited to: • ordering and managing materials from suppliers; • converting materials to finished products; • shipping products to customers; 9 • marketing and selling products to consumers; • processing transactions; • summarizing and reporting results of operations; • hosting, processing and sharing confidential and proprietary research, business plans and financial information; • complying with regulatory, legal or tax requirements; • providing data security; and • handling other processes necessary to manage the Company’s business.
Future events or factors may occur that could adversely affect the fair value of the Company’s assets and require impairment charges, including, but not limited to, divestitures of certain businesses or product lines, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on the Company’s sales and customer base, a material adverse change in the Company’s relationship with significant customers or business partners, or a sustained decline in the Company’s stock price.
Future events or factors may occur that could adversely affect the fair value of the Company’s assets and require impairment charges, including, but not limited to, divestitures of certain businesses or product lines, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on the Company’s sales and customer base, a material adverse change in the Company’s relationship with significant customers or business partners, or a further sustained decline in the Company’s stock price.
Retailers are increasing their demands on suppliers to: 6 • reduce lead times for product delivery, which may require the Company to increase inventories and could impact the timing of reported sales; • improve customer service; and • adopt new technologies including those related to inventory management such as Radio Frequency Identification, otherwise known as RFID technology, which may have substantial implementation costs.
Retailers are increasing their demands on suppliers to: • reduce lead times for product delivery, which may require the Company to increase inventories and could impact the timing of reported sales; • improve customer service; and • adopt new technologies including those related to inventory management such as Radio Frequency Identification, otherwise known as RFID technology, which may have substantial implementation costs.
Use of AI exposes the Company to risks that such AI solutions may be deficient, produce inaccurate or misleading output, become inoperable or subject the Company to cybersecurity and data privacy breaches, all of which could lead to operational disruptions, flawed decision-making, increased costs, and an inhibited ability to improve product development and marketing through the use of AI, and could 8 impact the Company’s operational effectiveness and financial condition.
Use of AI exposes the Company to risks that such AI solutions may be deficient, produce inaccurate or misleading output, become inoperable or subject the Company to cybersecurity and data privacy breaches, all of which could lead to operational disruptions, flawed decision-making, increased costs, and an inhibited ability to improve product development and marketing through the use of AI, and could impact the Company’s operational effectiveness and financial condition.
Although the Company maintains product liability insurance in amounts that it believes are reasonable, that insurance is, in most cases, subject to significant self-insured retentions for which the Company is responsible, and the Company cannot assure you that it will be able to maintain such insurance on acceptable terms, if at all, in the future or that product liability claims will not exceed the amount of insurance coverage.
Although the Company maintains product liability insurance in amounts that it believes are reasonable, that insurance is, in most cases, subject to significant self-insured retentions for which the Company is responsible, and the Company cannot assure that it will be able to maintain such insurance on acceptable terms, if at all, in the future or that product liability claims will not exceed the amount of insurance coverage.
Future acquisitions could result in substantial additional debt, exposure to contingent liabilities, such as litigation or earn-out obligations, the potential impairment of goodwill or other intangible assets, or significant integration and transaction costs. The Company’s operations are dependent upon third-party vendors and suppliers whose failure to perform adequately could disrupt the Company’s business operations.
Future acquisitions could result in substantial additional debt, exposure to contingent liabilities, such as litigation or earn-out obligations, the potential impairment of goodwill or other intangible assets, or significant integration and transaction costs. 8 The Company’s operations are dependent upon third-party vendors and suppliers whose failure to perform adequately could disrupt the Company’s business operations.
In addition, if the Company is unable to timely reduce its level of indebtedness, the Company will be subject to increased demands on its cash resources, which could decrease its collateral coverage ratios, increase its leverage ratios, lower its credit ratings, result in a breach of covenants or otherwise adversely affect the business and financial results of the Company going forward.
If the Company is unable to timely reduce its level of indebtedness, the Company will be subject to increased demands on its cash resources, which could decrease its collateral coverage ratios, increase its leverage ratios, lower its credit ratings, result in a breach of covenants or otherwise adversely affect the business and financial results of the Company going forward.
Although the Company believes its tax estimates are reasonable, the final outcome of tax audits and related litigation could be materially different than that reflected in its historical income tax provisions and accruals. There can be no assurance that the resolution of any audits or litigation will not have an adverse effect on future operating results.
Although the Company believes its tax estimates are reasonable, the final outcome of tax audits and related litigation could be materially different than that reflected in its historical income tax provisions and accruals. There can be no assurance that the resolution of any audits 17 or litigation will not have an adverse effect on future operating results.
The Company cannot give assurance that its future product liability experience will be consistent with its past experience or that claims and awards subject to self-insured retention will not be material. See Footnote 18 of the Notes to Consolidated Financial Statements for a further discussion of these and other regulatory and litigation-related matters.
The Company cannot give assurance that its future 18 product liability experience will be consistent with its past experience or that claims and awards subject to self-insured retention will not be material. See Footnote 17 of the Notes to Consolidated Financial Statements for a further discussion of these and other regulatory and litigation-related matters.
Additional risks that are currently unknown to the Company or that the Company currently considers immaterial may also impair its business or adversely affect its financial condition or results of operations. 5 Strategic and Operational Risks The Company is subject to intense competition in a marketplace dominated by large omni-channel and e-commerce retailers.
Additional risks that are currently unknown to the Company or that the Company currently considers immaterial may also impair its business or adversely affect its financial condition or results of operations. Strategic and Operational Risks The Company is subject to intense competition in a marketplace dominated by large omni-channel and e-commerce retailers.
When the Company is required to remove, or voluntarily removes, its products from the market, the Company might have large quantities of finished products that it is unable to sell. The 16 Company also faces exposure to product liability claims if one of its products is alleged to have resulted in property damage, bodily injury or other adverse effects.
When the Company is required to remove, or voluntarily removes, its products from the market, the Company might have large quantities of finished products that it is unable to sell. The Company also faces exposure to product liability claims if one of its products is alleged to have resulted in property damage, bodily injury or other adverse effects.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent 13 limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
In addition, credit ratings can also affect the terms of debt agreements to include more restrictive covenants which may further restrict our business operations or limit our ability to raise additional capital due to our covenant restrictions then in effect.
In addition, credit ratings can also affect the terms of debt agreements to include more restrictive 14 covenants which may further restrict our business operations or limit our ability to raise additional capital due to our covenant restrictions then in effect.
Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by regulators in the U.S., Europe and beyond, may result in loss of business, regulatory penalties, litigation, and/or reputational damage.
Likewise, a failure to comply with any current or future sustainability-related 19 reporting requirements, as established by regulators in the U.S., Europe and beyond, may result in loss of business, regulatory penalties, litigation, and/or reputational damage.
Although the Company has long-established relationships with many customers, the Company generally does not have any long-term supply or binding contracts or guarantees of minimum purchases with its largest customers. Purchase commitments by these customers are generally made using individual purchase orders.
Although the Company has long-established relationships with many customers, the Company generally does not have long-term supply or binding contracts or guarantees of minimum purchases with its largest customers. Purchase commitments by these customers are generally made using individual purchase orders.
In addition, sales generated by new products or line extensions could cause a decline in sales of the Company’s existing products. If new product development and commercialization efforts are not successful, the Company’s financial results could be adversely affected.
In addition, sales generated by new 7 products or line extensions could cause a decline in sales of the Company’s existing products. If new product development and commercialization efforts are not successful, the Company’s financial results could be adversely affected.
The Company periodically negotiates with certain unions and labor representatives and may be subject to work stoppages or may be unable to renew such collective bargaining agreements on the same or similar terms, or at all. 11 Risks related to the strength of global retail, commercial and industrial sectors and changes in foreign, cultural, political and financial market conditions could impair the Company’s international operations and financial performance.
The Company periodically negotiates with certain unions and labor representatives and may be subject to work stoppages or may be unable to renew such collective bargaining agreements on the same or similar terms, or at all. 12 Risks related to the strength of global retail, commercial and industrial sectors and changes in foreign, cultural, political and financial market conditions could impair the Company’s international operations and financial performance.
The Company may be subject to additional regulations, such as the 9 European Union AI Act, that specifically affect the use of personal information in the context of AI systems.
The Company may be subject to additional regulations, such as the European Union AI Act, that specifically affect the use of personal information in the context of AI systems.
However, future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation liabilities that may be material. See Footnote 18 of the Notes to Consolidated Financial Statements for a further discussion of these and other environmental-related matters.
However, future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation liabilities that may be material. See Footnote 17 of the Notes to Consolidated Financial Statements for a further discussion of these and other environmental-related matters.
Under the terms of the settlement, the Company neither admitted nor denied the SEC’s findings and agreed to pay a civil penalty of approximately $13 million.
Under the terms of the settlement, 16 the Company neither admitted nor denied the SEC’s findings and agreed to pay a civil penalty of approximately $13 million.
In addition, the Company writes off inventories that are considered obsolete based upon changes in customer demand, product design changes including those required by new product regulation, that result in existing inventory obsolescence, or new product 10 introductions, which eliminate demand for existing products. Remaining inventory balances are adjusted to approximate net realizable market value.
In addition, the Company writes off inventories that are considered obsolete based upon changes in customer demand, product design changes including those required by new product regulation, 11 that result in existing inventory obsolescence, or new product introductions, which eliminate demand for existing products. Remaining inventory balances are adjusted to approximate net realizable market value.
In addition, the Company could experience a loss of sales and profitability from its international operations and/or the Company could experience a substantial impairment or loss of assets. 12 Financial Risks The Company has substantial indebtedness, which could materially and adversely affect the Company and its financial position, including decreasing its business flexibility, impacting its ratings and increasing its borrowing costs.
In addition, the Company could experience a loss of sales and profitability from its international operations and/or the Company could experience a substantial impairment or loss of assets. 13 Financial Risks The Company has substantial indebtedness, which could materially and adversely affect the Company and its financial position, including decreasing its business flexibility, impacting its ratings and increasing its borrowing costs.
In the event any such impairment indicators become known or are present, the Company may be required to perform impairment tests based on changes in the economic environment and other factors, and these tests could result in impairment charges in the future.
In the event any such impairment indicators become known or are present, the Company may be required to perform impairment tests based on changes in the economic environment and other factors, and these tests could result in non-cash impairment charges in the future.
As further described in Footnote 18 of the Notes to the Consolidated Financial Statements , the Company is also subject to third party litigation. The potential outcomes of third-party litigation, if insured, could exceed policy limits, resulting in significant costs and expenses.
As further described in Footnote 17 of the Notes to the Consolidated Financial Statements , the Company is also subject to third party litigation. The potential outcomes of third-party litigation, if insured, could exceed policy limits, resulting in significant costs and expenses.
As a U.S.-based multinational company, the Company is also subject to tax regulations in the U.S. and multiple foreign jurisdictions, some of which are interdependent. For example, certain income that is earned and taxed in countries outside the U.S. may not be taxed in the U.S. until those earnings are actually repatriated or deemed repatriated.
As a U.S.-based multi-national company, the Company is also subject to tax regulations in the U.S. and multiple foreign jurisdictions, some of which are interdependent. For example, certain income that is earned and taxed in countries outside the U.S. may not be taxed in the U.S. until those earnings are actually repatriated or deemed repatriated.
The Company’s use of artificial intelligence (“AI”) tools in its operations and systems poses inherent risk and could adversely affect the Company’s operations and financial conditions. The Company’s success may increasingly become dependent on its ability to effectively leverage AI to support its operational efficiencies, such as in supply chain and support functions, and its product development and marketing capabilities.
The Company’s use of AI tools in its operations and systems poses inherent risk and could adversely affect the Company’s operations and financial conditions. The Company’s success may increasingly become dependent on its ability to effectively leverage AI to support its operational efficiencies, such as in supply chain and support functions, and its product development and marketing capabilities.
Specifically, evolving trade policies could continue to make sourcing products from foreign countries difficult and costly, as the Company sources a significant amount of its products from outside of the U.S.
Evolving trade policies could continue to make sourcing products from foreign countries more difficult and costly, as the Company sources a significant amount of its products from outside of the U.S.
Changes in laws, regulations and related interpretations may alter the environment in which the Company does business. This includes changes in environmental, data privacy, competitive and product-related laws, as well as changes in accounting standards, taxation and other regulations.
Changes in laws, regulations and related interpretations may alter the environment in which the Company does business. This includes changes in environmental, data privacy, competition and product-related laws, as well as changes in accounting standards, taxation and other regulations.
See Footnote 12 of the Notes to the Consolidated Financial Statements for further information. The Company may incur significant costs in order to comply with environmental remediation obligations.
See Footnote 11 of the Notes to the Consolidated Financial Statements for further information. The Company may incur significant costs in order to comply with environmental remediation obligations.
In addition, new regulations may be enacted in the U.S. or abroad that may require the Company to incur additional personnel-related, environmental or other costs on an ongoing basis, significantly restrict the Company’s ability to sell certain products, or incur fines or penalties for noncompliance, any of which could adversely affect the Company’s results of operations.
In addition, new regulations may be enacted in the U.S. or abroad that may introduce compliance uncertainty and may require the Company to incur additional personnel-related, environmental or other costs on an ongoing basis, significantly restrict the Company’s ability to sell certain products, or incur fines or penalties for noncompliance, any of which could adversely affect the Company’s results of operations.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Footnote 10 of the Notes to Consolidated Financial Statements for further information. 14 Circumstances associated with divestitures and brand or product line exits could adversely affect the Company’s results of operations and financial condition.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Footnote 9 of the Notes to Consolidated Financial Statements for further information. Circumstances associated with divestitures and brand or product line exits could adversely affect the Company’s results of operations and financial condition.
See Liquidity and Capital Resources in Item 7 and Footnote 9 of the Notes to the Consolidated Financial Statements for further discussion.
See Liquidity and Capital Resources in Item 7 and Footnote 8 of the Notes to the Consolidated Financial Statements for further discussion.
The Company’s operations, especially its retail operations, involve the storage and transmission of employees’, customers’ and consumers’ personal and sensitive information, such as credit card and bank account numbers.
The Company’s operations, especially its retail operations and employee benefits administration, involve the storage and transmission of employees’, customers’ and consumers’ personal and sensitive information, such as credit card and bank account numbers.
While it is unlikely that the U.S. will enact legislation to adopt Pillar Two, many countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar Two.
While it is unlikely that the U.S. will enact legislation to adopt Pillar Two, many countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar Two. On June 18, 2019, the U.S.
The Company expects any customers that consolidate will take actions to harmonize pricing from their suppliers, close retail outlets, reduce inventory, and rationalize their supply chain, which could adversely affect the Company’s business and results of operations.
The Company’s customers have steadily consolidated over time. The Company expects any customers that consolidate will take actions to harmonize pricing from their suppliers, close retail outlets, reduce inventory, and rationalize their supply chain, which could adversely affect the Company’s business and results of operations.
During the years ended December 31, 2024, 2023 and 2022, the Company recorded non-cash impairment charges related to goodwill and indefinite-lived intangibles of $345 million, $339 million and $474 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded non-cash impairment charges related to goodwill and indefinite-lived intangibles of $340 million, $345 million and $339 million, respectively.
For example, the Company’s credit ratings were downgraded in both 2024 and 2023 by each of Moody’s Corporation and S&P Global Inc. which resulted in a coupon step-up of certain of the Company’s outstanding senior notes.
For example, the Company’s credit ratings were downgraded in both 2025 and 2024 by each of Moody’s Corporation (“Moody’s”) and S&P Global Inc. (“S&P”) which resulted in a coupon step-up of certain of the Company’s outstanding senior notes.
The Company is required by the SEC to establish and maintain effective internal control over financial reporting that provides reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
The Company is required by the SEC to establish and maintain effective internal control over financial reporting that provides reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”).
At December 31, 2024, the Company had approximately 23,700 employees worldwide, a portion of which are covered by collective bargaining agreements or are located in countries that have collective arrangements decreed by statute.
At December 31, 2025, the Company had approximately 21,900 employees worldwide, a portion of which are covered by collective bargaining agreements or are located in countries that have collective arrangements decreed by statute.
The Company cannot be certain that obsolete or excess inventories, which may result from unanticipated changes in the estimated total demand for its products, will not affect it beyond the inventory charges that have already been recorded. The Company may not be able to attract, retain and develop key talent.
The Company cannot be certain that obsolete or excess inventories, which may result from unanticipated changes in the estimated total demand for its products, will not affect it beyond the inventory charges that have already been recorded.
Given the Company’s reliance upon non-domestic suppliers, any significant changes to the U.S. trade policies (and those of other countries in response) or changes without sufficient notice may cause a material adverse effect on its ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results.
Given the Company’s reliance upon non-domestic suppliers, new or additional tariffs on goods imported to the U.S. from China, Mexico or other countries, or products imported into the European Union or other non-U.S. markets, or other significant changes to the U.S. trade policies (and those of other countries in response) or changes without sufficient notice may cause a material adverse effect on the Company’s ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results.
To address these challenges, the Company must be able to respond to competitive factors and the potential loss of customers in the future, and the failure to respond effectively could result in a loss of sales, reduced profitability and a limited ability to recover cost increases through price increases.
To address these challenges, the Company must be able to respond to competitive factors and the potential loss of customers in the future, and the failure to respond effectively could result in a loss of sales, reduced profitability and a limited ability to recover cost increases through price increases. 6 The Company’s customers may further consolidate, which could materially adversely affect the Company’s sales and margins.
The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
However, the rate or duration of these tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets, and there can be no assurance as to the extent to which the Company will be able to offset the impact through mitigation actions.
Adverse publicity about the Company, its brands, corporate practices, or any other issue that may be associated with the Company, whether or not deserved, could jeopardize that reputation.
Maintaining the Company’s strong reputation with consumers, customers and suppliers worldwide is critical to the Company’s continued success. Adverse publicity about the Company, its brands, corporate practices, or any other issue that may be associated with the Company, whether or not deserved, could jeopardize that reputation.
Tax Reform Legislation (“2017 Tax Reform”) and IRC Section 954(c)(6) (the “Temporary Regulations”) to apply retroactively to the date the 2017 Tax Reform was enacted. On August 21, 2020, the U.S. Treasury and IRS released finalized versions of the Temporary Regulations (collectively with the Temporary Regulations, the “Regulations”).
Treasury and the Internal Revenue Service (“IRS”) released temporary regulations under IRC Section 245A (“Section 245A”) as enacted by the 2017 U.S. Tax Reform Legislation (“2017 Tax Reform”) and IRC Section 954(c)(6) (the “Temporary Regulations”) to apply retroactively to the date the 2017 Tax Reform was enacted. On August 21, 2020, the U.S.
Any failure to manage data privacy in compliance with applicable laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence, loss of key customers, employee liability, and other unfavorable consequences.
Any failure to manage data privacy in compliance with applicable laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence, loss of key customers, employee liability, and other unfavorable consequences. 10 The Company’s operating results can be adversely affected by inflation, changes in the cost or availability of raw materials, labor, energy, transportation and other necessary supplies and services.
The preparation of the Company’s Consolidated Financial Statements requires translation of those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates.
The reporting currency for the Company’s financial statements is the U.S. dollar and it has substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars. The preparation of the Company’s Consolidated Financial Statements requires translation of those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates.
At December 31, 2024, the Company had $4.6 billion in outstanding debt, reflecting a decrease of approximately $300 million versus December 31, 2023.
At December 31, 2025, the Company had $4.67 billion in outstanding debt, reflecting an increase of approximately $100 million versus December 31, 2024.
The Company may face particular data protection and privacy risks in connection with the European Union’s Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.
The Company may face particular data protection and privacy risks in connection with privacy laws and regulations globally.
The Company could incur significant legal costs and related expenses to defend against such claims, and the Company could incur significant costs associated with discontinuing to use, provide, or manufacture certain products, or services even if it is ultimately found not to have infringed such rights. 17 Climate change and increased focus by governmental and non-governmental organizations and customers on sustainability issues, including those related to climate change, may adversely affect our business and financial results.
The Company could incur significant legal costs and related expenses to defend against such claims, and the Company could incur significant costs associated with discontinuing to use, provide, or manufacture certain products, or services even if it is ultimately found not to have infringed such rights.
Furthermore, the cost of certain e-commerce, omni-channel and technology investments may adversely impact the Company’s financial performance in the short and long-term.
Furthermore, the cost of certain e-commerce, omni-channel and technology investments may adversely impact the Company’s financial performance in the short and long-term. There can be no assurance that investments in e-commerce and omni-channel infrastructure and technology will result in increased sales through e-commerce or otherwise.
As a result, consumers of our brands could confuse our products with these counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity. Finally, there has been an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning corporate citizenship and sustainability matters.
As a result, consumers of our brands could confuse our products with these counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity.
From time to time, the Company announces certain initiatives regarding its focus areas, which may include environmental matters, human capital, sustainability, packaging, responsible sourcing and social investments. In 2024, the Company published its Corporate Citizenship Report which included updates on many of these focus areas and goals for certain areas.
From time to time, the Company announces certain initiatives regarding its focus areas, some of which may be required in accordance with applicable laws, and which may include environmental matters, human capital, sustainability, packaging, responsible sourcing and social investments.
These laws and regulations may grant, among other things, individual rights to access and delete personal information, and the right to opt out of the sale of personal information. These laws and regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of action to individuals under certain circumstances.
These laws and regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of action to individuals under certain circumstances.
The Company evaluates its ending inventories for excess quantities, impairment of value, and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand based upon input received from our customers, sales team, and management. If inventories on hand are in excess of demand or slow moving, appropriate write-downs may be recorded.
Unfavorable shifts in industry-wide demand for the Company’s products could result in inventory valuation risk. The Company evaluates its ending inventories for excess quantities, impairment of value, and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand based upon input received from our customers, sales team, and management.
As there is minimal difference between the estimated fair values and the carrying values of some of the Company’s intangible assets as a result of recent impairment charges, future impairment charges may occur. See Critical Accounting Estimates in Item 7 and Footnotes 1 and 7 of the Notes to Consolidated Financial Statements for further discussion.
As there is minimal difference between the estimated fair values and the carrying values of some of the Company’s intangible assets as a result of recent non-cash impairment charges, future non-cash impairment charges may occur.
For example, in November 2024, the Company issued $750 million of aggregate principal amount of 6.375% senior notes due 2030 and $500 million of aggregate principal amount of 6.625% senior notes due 2032, and such notes contain covenants that are more restrictive than the senior notes that the Company has historically issued.
For example, in November 2024, the Company issued $750 million of aggregate principal amount of 6.375% senior notes due 2030 and $500 million of aggregate principal amount of 6.625% senior notes due 2032, and in May 2025, the Company completed the offering and sale of $1.25 billion of 8.500% senior notes due 2028 (collectively the “Notes”).
These initiatives may not be substantially completed in the expected timeframe, may be more costly to implement than expected, or may not fully achieve the anticipated cost savings.
The Company is implementing various global initiatives in connection with the turnaround plan to reduce costs and improve cash flows, as further described in Item 1-Business Strategy. These initiatives may not be substantially completed in the expected timeframe, may be more costly to implement than expected, or may not fully achieve the anticipated cost savings.
The Company is exposed to both foreign currency translation and transaction risks that may materially adversely affect the Company’s operating results, financial condition and liquidity. The reporting currency for the Company’s financial statements is the U.S. dollar and it has substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars.
See Critical Accounting Estimates in Item 7 and Footnotes 1 and 6 of the Notes to Consolidated Financial Statements for further discussion. 15 The Company is exposed to both foreign currency translation and transaction risks that may materially adversely affect the Company’s operating results, financial condition and liquidity.
For example, in early 2025, the current U.S. presidential administration announced significant new tariffs on foreign imports into the U.S., specifically from Mexico and Canada, all of which were subsequently postponed prior to becoming effective, and China, and has proposed additional new tariffs that may be implemented in the future.
In 2025, the current U.S. presidential administration announced and/or imposed a series of new tariffs on foreign imports into the U.S., including without limitation significant tariffs on products manufactured in China.
Damage to the Company’s reputation or loss of consumer confidence could have an adverse effect on the Company’s business . Maintaining the Company’s strong reputation with consumers, customers and suppliers worldwide is critical to the Company’s continued success.
Failure to attract, retain, or upskill employees—particularly in areas requiring AI proficiency, could impair our ability to innovate, adapt to market changes, and achieve operational goals. Damage to the Company’s reputation or loss of consumer confidence could have an adverse effect on the Company’s business .
Removed
The Company’s customers may further consolidate, which could materially adversely affect the Company’s sales and margins. The Company’s customers have steadily consolidated over time.
Added
These laws and regulations may grant, among other things, individual rights to access and delete personal information and the right to opt out of the sale of personal information, causing the Company to incur costs and operational inefficiencies.
Removed
There can be no assurance that investments in e-commerce and omni-channel infrastructure and technology will result in increased sales through e-commerce or otherwise. 7 The Company’s plans to execute its turnaround plan and restructuring initiatives, improve productivity, reduce complexity and costs may not be successful, which would materially adversely affect its financial results.
Added
The Company’s operations and financial condition can be adversely impacted by global macroeconomic environment, including the impact of tariffs imposed by the U.S. and retaliatory tariffs imposed by other countries.
Removed
The Company’s operating results can be adversely affected by inflation, changes in the cost or availability of raw materials, labor, energy, transportation and other necessary supplies and services, as well as the impact of tariffs.
Added
Tariffs on imports into the U.S., most significantly from China, and retaliatory tariffs on exports from the U.S. to other countries, have increased costs for the Company and could impact the level of trade between the U.S. and its various trading partners around the globe in general.
Removed
Any new or additional tariffs on goods imported to the U.S. from China, Mexico, Canada, or other countries, or products imported into the European Union or other non-U.S. markets, could also increase the cost of some of our products and reduce our margins. Unfavorable shifts in industry-wide demand for the Company’s products could result in inventory valuation risk.
Added
The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing.
Removed
The Company’s ability to successfully execute its turnaround plan and its future performance depends in significant part upon the continued service of its executive officers and other key leaders.
Added
If inventories on hand are in excess of demand or slow moving, appropriate write-downs may be recorded.
Removed
The loss of the services of one or more executive officers or other key employees could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. The Company’s success also depends, in part, on its continuing ability to attract, retain and develop highly qualified talent deeper in the organization.
Added
The Company’s ability to attract, retain and develop critical talent, including readiness for emerging technologies such as AI, is essential to executing its strategic objectives and sustaining long-term performance. The Company’s success depends significantly on the continued contributions of executive leadership and other key personnel.
Removed
Global competition for talent is intense and has increased in recent years amidst emerging labor trends, including but not limited to expanded remote work options. There can be no assurance that the Company can attract, engage or retain its key employees or highly qualified talent in the future.
Added
The loss of the services of one or more of these individuals could materially and adversely affect the Company’s business, financial condition, and operating results. Additionally, maintaining a pipeline of highly skilled talent across all levels of the organization is critical as global competition intensifies and workforce expectations evolve, including remote work flexibility and technology-driven roles.
Removed
The Company’s 15 current income tax impact of Pillar Two is immaterial, however we will continue to monitor both U.S. and international legislative developments to assess for any potential impacts. On June 18, 2019, the U.S. Treasury and the Internal Revenue Service (“IRS”) released temporary regulations under IRC Section 245A (“Section 245A”) as enacted by the 2017 U.S.
Added
Finally, there has been an increased focus from certain investors, customers, consumers, employees, and other stakeholders, as well as legislative bodies and regulatory agencies, concerning corporate citizenship and sustainability matters.
Added
The Company is a party to a $1.00 billion credit revolver maturing in August 2027 (the “Credit Revolver”), which requires compliance with certain financial covenants (as more fully described in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations ).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe reporting and analysis of cybersecurity risks have also been incorporated within the Company’s disclosure controls and procedures and internal disclosure committee process.
Biggest changeThe reporting and analysis of cybersecurity risks have also been incorporated within the Company’s disclosure controls and procedures and internal disclosure committee process. The Company conducts multiple forms of cybersecurity awareness and training for employees including general cybersecurity awareness articles, role-based training, online cybersecurity awareness tools, and frequent monthly awareness presentations.
The Company’s Chief Information Security Officer provides regular quarterly updates on material cybersecurity risks, performance and material risk related metrics, and material risk mitigation strategies. These reviews help to inform the Audit Committee, identify areas for improvement and help align the Company’s cybersecurity risk management efforts with overall enterprise risk management.
The Company’s Chief Information Security Officer provides regular quarterly updates to the Audit Committee on material cybersecurity risks, performance and material risk related metrics, and material risk mitigation strategies. These reviews help to inform the Audit Committee, identify areas for improvement and help align the Company’s cybersecurity risk management efforts with overall enterprise risk management.
For a discussion of cybersecurity risks and incidents that may impact the Company, refer to preceding section Item 1A. Risk Factors. Governance The Company’s Board of Directors provides oversight of risks from cybersecurity threats through its Audit Committee.
For a discussion of cybersecurity risks and incidents that may impact the Company, refer to preceding section Item 1A. Risk Factors. 20 Governance The Company’s Board of Directors provides oversight of risks from cybersecurity threats through its Audit Committee.
The Newell Brands Information Security program is led by the Company’s Chief Information Security Officer, a Certified Information Systems Security Professional (CISSP) with over 20 years of experience in cybersecurity gained at four global Fortune 500 companies, and the Company’s Chief Information Officer who has overseen the Company’s security function for the past 12 years.
The Newell Brands Information Security program is led by the Company’s Chief Information Security Officer, a Certified Information Systems Security Professional (CISSP) with over 20 years of experience in cybersecurity gained at four global Fortune 500 companies, and the Company’s Chief Information Officer who has overseen the Company’s security function for more than 12 years.
Internally, the Company leverages its global information security organization, the IT function, privacy and compliance departments, operating segments, functional areas, and its internal audit function.
The Company uses a combination of internal and external resources to assess, identify, and manage material risks from cybersecurity threats. Internally, the Company leverages its global information security organization, the IT function, privacy and compliance departments, operating segments, functional areas, and its internal audit function.
Removed
The Company conducts multiple forms of cybersecurity awareness and training for employees including general cybersecurity awareness articles, role-based training, online cybersecurity awareness tools, and frequent monthly awareness presentations. 18 The Company uses a combination of internal and external resources to assess, identify, and manage material risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt December 31, 2024, the Company’s global physical presence included approximately 40 manufacturing facilities (15 in the U.S.), approximately 60 regional distribution centers and warehouses (30 in the U.S.), approximately 105 offices for sales, research and development and administrative purposes (30 in the U.S.), as well as approximately 240 retail stores (230 in the U.S.) primarily related to Yankee Candle.
Biggest changeAt December 31, 2025, the Company’s global physical presence included approximately 40 manufacturing facilities (15 in the U.S.), approximately 60 regional distribution centers and warehouses (30 in the U.S.), approximately 95 offices for sales, research and development and administrative purposes (25 in the U.S.), as well as approximately 235 retail stores (220 in the U.S.) primarily related to Yankee Candle.
Approximately 90% of our global properties are leased (90% in the U.S.), which primarily reflect the Yankee Candle retail stores. In general, the Company’s properties are well-maintained, considered adequate and are utilized for their intended purposes. See Footnote 6 of the Notes to Consolidated Financial Statements for amounts invested in land, buildings and machinery and 19 equipment.
Approximately 90% of our global properties are leased (90% in the U.S.), which primarily reflect the Yankee Candle retail stores. In general, the Company’s properties are well-maintained, considered adequate and are utilized for their intended purposes. See Footnote 5 of the Notes to Consolidated Financial Statements for amounts invested in land, buildings and machinery and equipment.
Also, see Footnote 13 of the Notes to Consolidated Financial Statements for information about the Company’s leased properties.
Also, see Footnote 12 of the Notes to Consolidated Financial Statements for information about the Company’s leased properties.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeMcDermott has served as Segment CEO, Home and Commercial Solutions of the Company since January 2023. Prior to this role, he served as Business Unit CEO, Commercial of the Company from January 2020 through January 2023. Prior to joining the Company, Mr. McDermott served as President of Omni-Channel Retail at Bass Pro Shops in 2019. Previously, Mr.
Biggest changePrior to this role, he served as Segment CEO - Outdoor and Recreation of the Company from January 2024 to August 2025. Prior to joining the Company, Mr.
Malkoski served as President, Global Business and Chief Commercial Officer for World Kitchen, a privately owned international housewares company, where she oversaw operations for its retail stores, and, previously, from June 2012 to January 2015, as President, North America, Chief Innovation Officer, and President North America Household for World Kitchen. Prior thereto, Ms.
Malkoski served as President, Global Business and Chief Commercial Officer for World Kitchen, a privately owned international housewares company, where she oversaw operations for its retail stores, and, previously, from June 2012 to January 2015, Ms. Malkoski served as President, North America, Chief Innovation Officer, and President North America Household for World Kitchen. Prior thereto, Ms.
Duran started his career at Reebok International, which was acquired by the Adidas Group, where he spent 14 years, from 1998 to 2012, in various roles of increasing responsibility in marketing, operations and sales, including serving as Vice President, Latin America, Reebok Brand, and Vice President, Americas and Europe, the Middle East and Africa Distribution, Rockport Brand. 22 PART II
Duran started his career at Reebok International, which was acquired by the Adidas Group, where he spent 14 years, from 1998 to 2012, in various roles of increasing responsibility in marketing, operations and sales, including serving as Vice President, Latin America, Reebok Brand, and Vice President, Americas and Europe, the Middle East and Africa Distribution, Rockport Brand. 23 PART II
Platt held various human resource leadership roles between 2009 and 2019 at Medtronic Inc., a medical equipment manufacturer, including Vice President of Human Resources and integration leader during Medtronic’s $50 billion acquisition of Covidien. Earlier in her career, Ms. Platt also held human resources leadership positions at Cardinal Health, Lands’ End, and GE Healthcare. Michael P.
Platt held various human resource leadership roles between 2009 and 2019 at Medtronic Inc., a medical equipment manufacturer, including Vice President of Human Resources and integration leader during Medtronic’s acquisition of Covidien. Earlier in her career, Ms. Platt also held human resources leadership positions at Cardinal Health, Lands’ End, and GE Healthcare. Melanie A.
Malkoski has served as Segment CEO, Learning and Development of the Company since January 2023. Prior to this role, she served as Business Unit CEO, Writing of the Company from April 2022 through January 2023 and Business Unit CEO, Food of the Company from February 2020 through January 2023.
Prior to this role, she served as Segment CEO - Learning and Development of the Company from January 2023 to August 2025, as Business Unit CEO, Writing of the Company from April 2022 through January 2023 and Business Unit CEO, Food of the Company from February 2020 through January 2023.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 SUPPLEMENTARY ITEM — INFORMATION ABOUT OUR EXECUTIVE OFFICERS: Name Age Title Christopher H. Peterson 58 President and Chief Executive Officer Mark J. Erceg 55 Chief Financial Officer Bradford R. Turner 52 Chief Legal and Administrative Officer and Corporate Secretary Tracy L. Platt 51 Chief Human Resources Officer Michael P.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 21 SUPPLEMENTARY ITEM — INFORMATION ABOUT OUR EXECUTIVE OFFICERS: Name Age Title Christopher H. Peterson 59 President and Chief Executive Officer Mark J. Erceg 56 Chief Financial Officer Bradford R. Turner 53 Chief Legal and Administrative Officer and Corporate Secretary Tracy L. Platt 52 Chief Human Resources Officer Melanie A.
Malkoski founded and served as President and Chief Operating Officer of Pharmaceutical Corporation of America, the first contract product management company for the prescription drug industry. Nicolas Duran has served as Segment CEO, Outdoor and Recreation of the Company since January 2024. Prior to joining the Company, Mr.
Malkoski founded and served as President and Chief Operating Officer of Pharmaceutical Corporation of America, the first contract product management company for the prescription drug industry. Nicolas Duran has served as President, Outdoor and Recreation of the Company since August 2025.
McDermott 54 Segment CEO, Home & Commercial Solutions Kristine K. Malkoski 64 Segment CEO, Learning & Development Nicolas Duran 49 Segment CEO, Outdoor & Recreation Christopher H. Peterson has been Chief Executive Officer (“CEO”) of the Company since May 2023 and President since May 2022.
Huet 49 President, Home and Commercial – Home Robert F. Posthauer 57 President, Home and Commercial – Commercial Kristine K. Malkoski 65 President, Learning and Development Nicolas Duran 50 President, Outdoor and Recreation Christopher H. Peterson has been Chief Executive Officer (“CEO”) of the Company since May 2023 and President since May 2022.
Removed
McDermott served as Executive Vice President and Chief Customer Officer at Lowe’s Companies Inc. from 2016 to 2019; Chief Merchandising Officer from 2014 to 2016; and Senior Vice President and General Merchandise Manager, Building and Maintenance from 2013 to 2014. Prior to working with Lowe’s Companies Inc., Mr. McDermott held various management roles at General Electric Company. 21 Kristine K.
Added
Huet has served as President, Home and Commercial Solutions – Home since August 2025.
Added
Prior to this role, she served as Co-CEO, Home and Commercial Solutions of the Company from June 2025 to August 2025, as President, Brand Management and Innovation of the Company from February 2023 to May 2025, and as a consultant to the Company from October 2022 to January 2023.
Added
Prior to joining the Company, she served as Executive Vice President, Chief Commercial Officer at Serta Simmons Bedding LLC, a global sleep products company, between April 2021 and June 2022, and as its Executive Vice President, Chief Marketing Officer between January 2019 and April 2021. Between July 2017 and October 2018, Ms.
Added
Huet served as Vice President, Beverages & Snack Nuts of Kraft Heinz, a global consumer packaged goods company.
Added
Previously, she served in various senior roles at Kimberly Clark, a global consumer packaged goods company, between 2011 and 2017, including Global Brand Director, Baby & Child 22 Care from January 2016 to June 2017 and General Manager/Brand Director, Child Care from February 2014 to December 2015. Prior to that, Ms.
Added
Huet served in various sales and marketing leadership roles at Unilever, a global consumer packaged goods company, between 2005 and 2011. Ms. Huet serves on the Board of Directors of Quad/Graphics, Inc. Robert F. Posthauer has served as President, Home and Commercial Solutions – Commercial since August 2025.
Added
Prior to this role he served as Senior Vice President and General Manager, Rubbermaid Commercial Products from May 2021 to August 2025. Prior to joining the Company, he served as Senior Vice President of Global Merchandising at Lowe’s Companies from September 2017 to December 2020.
Added
He also held a series of leadership roles at General Electric Appliances from 2004 to 2017, culminating in his position as Senior Vice President of Sales and Marketing. Kristine K. Malkoski has served as President, Learning and Development of the Company since August 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed2 unchanged
Biggest changeDividend Policy In the second quarter of 2023, the Company updated its dividend policy and reduced the quarterly dividend to reflect its updated strategy and new capital allocation framework. The Company continues to prioritize paying dividends, and the Board of Directors currently intends to declare and pay dividends based on the financial condition and results of operations of the Company.
Biggest changeDividend Policy The Company continues to prioritize paying dividends, and the Board of Directors currently intends to declare and pay dividends based on the financial condition and results of operations of the Company.
The graph below compares total stockholder return on the Company’s common stock from December 31, 2019 through December 31, 2024 with the cumulative total return of the Standard and Poor’s (“S&P”) SmallCap 600 Index and the Dow Jones (“DJ”) Consumer Goods Index, assuming a $100 investment made on December 31, 2019.
The graph below compares total stockholder return on the Company’s common stock from December 31, 2020 through December 31, 2025 with the cumulative total return of the Standard and Poor’s (“S&P”) SmallCap 600 Index and the Dow Jones (“DJ”) Consumer Goods Index, assuming a $100 investment made on December 31, 2020.
For information on securities authorized for issuance under the Company’s equity compensation plans, see Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in Item 12. 23 ISSUER PURCHASES OF EQUITY SECURITIES The following table provides information about the Company’s acquisition of equity securities during the three months ended December 31, 2024: Calendar Month Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October — $ — — $ — November 1,048 9.59 — — December 14,337 9.93 — — Total 15,385 $ 9.91 — (1) Shares purchased during the three months ended December 31, 2024, were acquired by the Company based on their fair market value on the vesting date in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units.
For information on securities authorized for issuance under the Company’s equity compensation plans, see Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in Item 12. 24 ISSUER PURCHASES OF EQUITY SECURITIES The following table provides information about the Company’s acquisition of equity securities during the three months ended December 31, 2025: Calendar Month Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October — $ — — $ — November — — — — December 22,791 3.68 — — Total 22,791 $ 3.68 — (a) Shares purchased during the three months ended December 31, 2025, were acquired by the Company based on their fair market value on the vesting date in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is listed on the Nasdaq Stock Market (symbol: NWL). At February 10, 2025 there were 8,049 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is listed on the Nasdaq Stock Market (symbol: NWL ). At February 9, 2026 there were 7,586 stockholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

106 edited+36 added−100 removed45 unchanged
Biggest changeThe improvement in operating results was primarily due to gross productivity, pricing actions, lower non-cash impairment charges (see Footnote 7 of the Notes to Consolidated Financial Statements for further information), approximately $368 million, absence of an indirect tax reserve for an international entity, approximately $24 million, lower advertising and promotional costs, approximately $16 million and bad debt expense arising from an international customer bankruptcy, approximately $8 million, as well as savings from restructuring actions, partially offset by lower gross profit, approximately $157 million, reflecting higher absorption costs associated with lower sales volume, as well as higher restructuring and restructuring-related charges, approximately $54 million, primarily in connection with Project Phoenix.
Biggest changeThe decline reflects the aforementioned impact of lower gross profit of $116 million, higher restructuring charges of $17 million (See Footnote 3 of the Notes to the Consolidated Financial Statements for further information), and increase in advertising and promotion costs of $12 million, partially offset by lower incentive compensation expense of approximately $95 million, due to weaker performance relative to targets in 2025, and savings from restructuring actions related to the Realignment Plan and Productivity Plan.
Liquidity and Capital Resources The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary.
Liquidity and Capital Resources Liquidity The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary.
Based on the Company’s qualitative assessment, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the reporting unit below the carrying value; therefore, a quantitative goodwill impairment analysis was not required for the Writing reporting unit.
Based on the Company’s qualitative assessment, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the Writing reporting unit below the carrying value; therefore, a quantitative goodwill impairment analysis was not required for the Writing reporting unit.
Based on the Company’s qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived intangible assets below the carrying value; therefore, a quantitative impairment analysis was not required for the two indefinite-lived intangible assets in the L&D segment.
Based on the Company’s qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived intangible assets in the L&D segment below the carrying value; therefore, a quantitative impairment analysis was not required for these two indefinite-lived intangible assets.
Conversely, to the extent tax matters are unfavorably resolved or management determines a valuation allowance is necessary for a tax asset that was not previously reserved, the Company will recognize incremental period tax expense. These matters are expected to contribute to the tax rate differing from the statutory rate and continued volatility in the Company’s effective tax rate.
Conversely, to the extent tax matters are unfavorably resolved or management determines a valuation 36 allowance is necessary for a tax asset that was not previously reserved, the Company will recognize incremental period tax expense. These matters are expected to contribute to the tax rate differing from the statutory rate and continued volatility in the Company’s effective tax rate.
Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities.
Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. The equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities.
Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated 37 amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume.
Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume.
Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, which is also when control is transferred.
Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, when control is transferred.
In addition, there can be no assurance that the Company has correctly identified and assessed all of the 42 factors affecting the Company or that the publicly available and other information the Company receives with respect to these factors is complete or correct.
In addition, there can be no assurance that the Company has correctly identified and assessed all of the factors affecting the Company or that the publicly available and other information the Company receives with respect to these factors is complete or correct.
Examples of items not recognized as liabilities in the Company’s consolidated financial statements are commitments to purchase raw materials or inventory that has not yet been received at December 31, 2024, and other non-cancelable obligations including capital assets and other licensing services.
Examples of items not recognized as liabilities in the Company’s consolidated financial statements are commitments to purchase raw materials or inventory that has not yet been received at December 31, 2025, and other non-cancelable obligations including capital assets and other licensing services.
Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE and the SPE sells the receivables to the financial institution. The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary.
Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE which then sells the receivables to the financial institution. The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary.
The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and the input from its actuaries and investment advisors. The pension and postretirement obligations are measured at December 31, 2024 and 2023.
The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and the input from its actuaries and investment advisors. The pension and postretirement obligations are measured at December 31, 2025 and 2024.
In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell up to $225 million, between February and April of each year and up to $275 million at all other times, of certain customer receivables without recourse on a revolving basis (the “Receivables Facility”).
In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell certain customer receivables up to $225 million, between February and April of each year and up to $275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).
Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment, including contractual rates and historical payment trends, when estimating variable consideration.
Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment when estimating variable consideration by evaluating contractual rates and historical payment trends.
See Footnote 12 of the Notes to Consolidated Financial Statements for further information. 40 Pensions and Postretirement Benefits The Company records annual amounts relating to its pension and postretirement plans based on calculations, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates.
See Footnote 11 of the Notes to Consolidated Financial Statements for further information. Pensions and Postretirement Benefits The Company records annual amounts relating to its pension and postretirement plans based on calculations, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates.
The 38 Company performs a quantitative test when qualitative factors alone are not sufficient to conclude whether it is more likely than not that an indefinite-lived intangible asset is not impaired.
The Company performs a quantitative test when 34 qualitative factors alone are not sufficient to conclude whether it is more likely than not that an indefinite-lived intangible asset is not impaired.
The Company maintains a position of partial permanent reinvestment in the earnings of its non-U.S. subsidiaries. Deferred taxes are recorded for earnings of the Company’s foreign operations that are determined to be not indefinitely reinvested. See Footnote 12 of the Notes to Consolidated Financial Statements for further information.
The Company maintains a position of partial permanent reinvestment in the earnings of its non-U.S. subsidiaries. Deferred taxes are recorded for earnings of 29 the Company’s foreign operations that are determined to be not indefinitely reinvested. See Footnote 11 of the Notes to Consolidated Financial Statements for further information.
At December 31, 2024, the Company did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
At December 31, 2025, the Company did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
See Footnote 9 of the Notes to Consolidated Financial Statements for further information. Risk Management From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes.
Risk Management From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes. See Footnote 9 of the Notes to Consolidated Financial Statements for further information on the Company’s derivative instruments.
The following table summarizes the effect that material contractual obligations and commitments are expected to have on the Company’s cash flow in the indicated period at December 31, 2024.
The following table summarizes the effect that material contractual obligations and commitments are expected to have on the Company’s cash flow in the indicated period at December 31, 2025.
While it is possible that one or more of these examinations may be resolved in the next year, the Company is not able to reasonably estimate the timing or the amount by which the liability will be settled over time; therefore, the $355 million in unrecognized tax benefits at December 31, 2024 is excluded from the preceding table.
While it is possible that one or more of these examinations may be resolved in the next year, the Company is not able to reasonably estimate the timing or the amount by which the liability will be settled over time; therefore, the $360 million in unrecognized tax benefits at December 31, 2025 is excluded from the preceding table.
The Company performs its testing of the asset group at the reporting unit level, as this is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level. See Footnotes 6, 7, and 13 of the Notes to Consolidated Financial Statements for further information.
The Company performs its testing of the asset group at the reporting unit level, as this is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level. See Footnotes 5, 6, and 12 of the Notes to Consolidated Financial Statements for further information.
Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to: • the Company’s ability to optimize costs and cash flow and mitigate the impact of soft global demand and retailer inventory rebalancing through discretionary and overhead spend management, advertising and promotion expense optimization, demand forecast and supply plan adjustments and actions to improve working capital; • the Company’s dependence on the strength of retail and consumer demand and commercial and industrial sectors of the economy in various countries around the world; • the Company’s ability to improve productivity, reduce complexity and streamline operations; • risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents; • competition with other manufacturers and distributors of consumer products; • major retailers’ strong bargaining power and consolidation of the Company’s customers; • supply chain and operational disruptions in the markets in which we operate, including as a result of geopolitical and macroeconomic conditions and any global military conflicts including those between Russia and Ukraine and in the Middle East; • changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner; • the Company's ability to effectively execute its turnaround plan, including Project Ovid, the Realignment Plan and other restructuring and cost saving initiatives; • the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend; • the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions; • future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges; • unexpected costs or expenses associated with dispositions; • the cost and outcomes of governmental investigations, inspections, lawsuits, legislative requests or other actions by third parties, including but not limited to those described in Footnote 18 of the Notes to Consolidated Financial Statements , the potential outcomes of which could exceed policy limits, to the extent insured; • the Company’s ability to maintain effective internal control over financial reporting; • risk associated with the use of artificial intelligence in the Company’s operations and the Company’s ability to properly manage such use; • a failure or breach of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s service providers; • the impact of United States and foreign regulations on the Company’s operations, including the impact of tariffs and environmental remediation costs and legislation and regulatory actions related to product safety, data privacy and climate change; • the potential inability to attract, retain and motivate key employees; • changes in tax laws and the resolution of tax contingencies resulting in additional tax liabilities; • product liability, product recalls or related regulatory actions; • the Company’s ability to protect its intellectual property rights; • the impact of climate change and the increased focus of governmental and non-governmental organizations and customers on sustainability issues, as well as external expectations related to environmental, social and governance considerations; • significant increases in the funding obligations related to the Company’s pension plans; and • other factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings.
Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to: • the Company’s ability to optimize costs and cash flow and mitigate the impact of soft global demand and retailers’ inventory rebalancing through discretionary and overhead spend management, advertising and promotion expense optimization, demand forecast and supply plan adjustments and actions to improve working capital; • the Company’s dependence on the strength of retail and consumer demand and commercial and industrial sectors of the economy in various countries around the world; • the Company’s ability to improve productivity, reduce complexity and streamline operations; • risks related to the Company’s substantial indebtedness and current leverage profile, ability to refinance upcoming revolver and bond maturities on favorable terms, and potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents; • the impact on the Company’s operations and financial condition resulting from current global macroeconomic environment, including the impact of tariffs imposed by the U.S. and retaliatory tariffs imposed by foreign countries, and the Company’s ability to effectively execute its mitigation plans; • competition with other manufacturers and distributors of consumer products; • major retailers’ strong bargaining power and consolidation of the Company’s customers; • supply chain and operational disruptions in the markets in which we operate, including as a result of geopolitical and macroeconomic conditions and any global military conflicts including those between Russia and Ukraine and in the Middle East; • changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner; • the Company's ability to effectively execute its turnaround plan, including the Productivity Plan and other restructuring and cost saving initiatives; • the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend; • the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions; • future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges; • unexpected costs or expenses associated with dispositions; • the cost and outcomes of governmental investigations, inspections, lawsuits, legislative requests or other actions by third parties, including but not limited to those described in Footnote 17 of the Notes to Consolidated Financial Statements , the potential outcomes of which could exceed policy limits, to the extent insured; • the Company’s ability to maintain effective internal control over financial reporting; • risk associated with the use of artificial intelligence in the Company’s operations and the Company’s ability to properly manage such use; • a failure or breach of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s service providers; • the impact of U.S. and foreign regulations on the Company’s operations, including environmental remediation costs and legislation and regulatory actions related to product safety, data privacy and climate change; • the potential inability to attract, retain and motivate key employees; • changes in tax laws and the resolution of tax contingencies resulting in additional tax liabilities; • product liability, product recalls or related regulatory actions; • the Company’s ability to protect its intellectual property rights; 38 • the impact of climate change and the increased focus of governmental and non-governmental organizations and customers on sustainability issues, as well as external expectations related to environmental, social and governance considerations; • significant increases in the funding obligations related to the Company’s pension plans; and • other factors listed from time to time in our SEC filings, including but not limited to our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings.
During the fourth quarter of 2024, the Company elected to perform a qualitative assessment for the Writing reporting unit and a quantitative assessment for the Commercial and Baby reporting units.
During the fourth quarter of 2025, the Company elected to perform a qualitative assessment for the Writing reporting unit and a quantitative assessment for the Commercial and Baby reporting units.
The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors. The Company has three operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).
The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. The Company has three operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with “Financial Statements and Supplementary Data” included in Part II, Item 8 of this Annual Report on Form 10-K and the Company’s audited Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with “ Financial Statements and Supplementary Data ” included in Part II, Item 8 of this Annual Report on Form 10-K and the Company’s audited Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K.
A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an impairment charge of $10 million in the L&D segment.
A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an incremental non-cash impairment charge in the L&D segment of $1 million.
The target asset allocations for the Company’s domestic pension plans may vary by plan, in part due to plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 25%; fixed income approximately 70%; multi-sector fixed income approximately 5% and nominal for cash, alternative investments and other at December 31, 2024.
The target asset allocations for the Company’s domestic pension plans may vary by plan, in part due to plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 30%; fixed income approximately 65%; multi-sector fixed income approximately 5% and nominal for cash, alternative investments and other at December 31, 2025.
(5) Total does not include contractual obligations reported as of December 31, 2024 balance sheet as current liabilities, except for the current portion of long-term debt, short-term debt and accrued interest. The Company also has liabilities for uncertain tax positions and unrecognized tax benefits.
(e) Total does not include contractual obligations reported as of December 31, 2025 balance sheet as current liabilities, except for the current portion of long-term debt, short-term debt, accrued interest and current portion of lease liabilities. The Company also has liabilities for uncertain tax positions and unrecognized tax benefits.
During the fourth quarter of 2024, the Company elected to perform qualitative assessments for two indefinite-lived intangible assets in the Learning and Development segment and quantitative assessments for two indefinite-lived intangible assets in the H&CS segment as well as two for the L&D segment.
During the fourth quarter of 2025, the Company elected to perform qualitative assessments for two indefinite-lived intangible assets in the L&D segment and quantitative assessments for two indefinite-lived intangible assets in the H&CS segment as well as two for the L&D segment.
The Company regularly assesses its cash requirements and the available sources to fund these needs. For further information, refer to Item 1A . Risk Factors – Financial Risks in Part I. 32 At December 31, 2024, the Company had cash and cash equivalents of approximately $198 million, of which approximately $145 million was held by the Company’s non-U.S. subsidiaries.
The Company regularly assesses its cash requirements and the available sources to fund these needs. For further information, refer to Item 1A . Risk Factors – Financial Risks in Part I. At December 31, 2025, the Company had cash and cash equivalents of approximately $203 million, of which approximately $133 million was held by the Company’s non-U.S. subsidiaries.
For further information relating to these obligations, see Footnote 9 of the Notes to Consolidated Financial Statements . (2) Amounts represent estimated interest payable on borrowings outstanding as of December 31, 2024, excluding the impact of fixed to floating rate interest rate swaps. Interest on floating-rate debt was estimated using the rate in effect as of December 31, 2024.
For further information relating to these obligations, see Footnote 8 of the Notes to Consolidated Financial Statements . (b) Amounts represent estimated interest payable on borrowings outstanding as of December 31, 2025, excluding the impact of fixed to floating rate interest rate swaps. Interest on floating-rate debt was estimated using the rate in effect as of December 31, 2025.
At December 31, 2024, the domestic plan assets were allocated as follows: equities approximately 19% and other investments (alternative investments, fixed-income securities, cash and other) approximately 81%. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions.
At December 31, 2025, the domestic plan assets were allocated as follows: equities approximately 30% and other investments (alternative investments, fixed-income securities, cash and other) approximately 70%. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions.
As noted in Business Strategy and Recent Developments, the Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including amending certain terms of its Credit Revolver as well as refinancing certain of its senior notes.
As noted in Business Strategy and Recent Developments, the Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including refinancing certain of its senior notes.
The Company is under audit from time-to-time by the IRS and other taxing authorities, and it is possible that the amount of the liability for uncertain tax positions and unrecognized tax benefits could change in the coming year.
The Company is under audit from time-to-time by the Internal Revenue Service (“IRS”) and other taxing authorities, and it is possible that the amount of the liability for uncertain tax positions and unrecognized tax benefits could change in the coming year.
The quantitative testing of indefinite-lived intangibles (primarily tradenames) under established guidelines for impairment requires significant use of judgment and assumptions (such as cash flow projections, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value.
The quantitative testing of indefinite-lived intangibles under established guidelines for impairment requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value.
See Footnote 11 of the Notes to Consolidated Financial Statements for further information. At December 31, 2024, the Company had approximately $48 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical. See Footnote 18 of the Notes to Consolidated Financial Statements for further information.
At December 31, 2025, the Company had approximately $49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical. See Footnote 17 of the Notes to Consolidated Financial Statements for further information.
Availability under the Credit Revolver is subject to change in accordance with the terms thereof, including in response to changes to the Company’s pledged collateral value or outstanding borrowings and letters of credit under the Credit Revolver.
Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.
(4) Primarily consists of purchase commitments with suppliers entered into as of December 31, 2024, for the purchase of materials, packaging and other components and services.
(d) Primarily consists of purchase commitments with suppliers entered into as of December 31, 2025, for the purchase of materials, packaging and other components and services.
A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradename would have resulted in an incremental impairment charge on the H&CS segment of $22 million.
A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of each tradename would have resulted in an incremental non-cash impairment charge in the H&CS segment of $19 million and $9 million, for each tradename.
For 2024, 2023 and 2022, the actual return on plan assets for the Company’s U.S. pension plan assets was approximately $14 million, $57 million and loss of $220 million, respectively, versus an expected return on plan assets of approximately $47 million, $52 million and $47 million, respectively.
For 2025, 2024 and 2023, the actual return on plan assets for the Company’s U.S. pension plan assets was approximately $66 million, $14 million and $57 million, respectively, versus an expected return on plan assets of approximately $48 million, $47 million and $52 million, respectively.
The Company has experienced headwinds due to soft global demand and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers. The Company expects that current market contraction is reflective of a reset of demand levels.
The Company has experienced headwinds due to soft global demand, announced and/or imposed tariffs on foreign imports into the U.S., and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers. The Company expects that current market contraction is reflective of a reset of demand levels.
The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows, business growth rates, terminal values, discount rates and total enterprise value.
The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.
The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. See Footnotes 1 and 7 of the Notes to Consolidated Financial Statements for further information.
The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.
See Footnotes 1,9 and 14 of the Notes to Consolidated Financial Statements for further information. 33 Capital Resources The Company currently believes its capital structure and cash resources, as further described below, will continue to support the funding of the future dividends, and the Company will continue to evaluate all actions to strengthen its financial position and balance sheet and to maintain its financial liquidity, flexibility and capital allocation strategy.
Capital Resources The Company currently believes its capital structure and cash resources, as further described below, will continue to support the funding of the future dividends, and the Company will continue to evaluate all actions to strengthen its financial position and balance sheet and to maintain its financial liquidity, flexibility and capital allocation strategy.
The actual amount of future contributions will depend, in part, on long-term actual return on assets and future discount rates. Pension contributions for all the Company’s pension plans, postretirement benefit obligations, including supplemental executive retirement plans (“SERPs”) for 2025 are estimated to be approximately $20 million, as compared to the 2024 contributions of approximately $23 million.
The actual amount of future contributions will depend, in part, on long-term actual return on assets and future discount rates. Pension contributions for all the Company’s pension plans and postretirement benefit obligations for 2026 are estimated to be approximately $8 million, as compared to the 2025 contributions of approximately $3 million.
Indefinite-lived intangibles As part of the Company’s annual indefinite-lived intangible asset impairment testing (primarily tradenames), the Company has the option to first analyze qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired.
See Footnote 6 of the Notes to Consolidated Financial Statements for further information on the Company's goodwill. Indefinite-lived intangibles As part of the Company’s annual indefinite-lived intangible asset impairment testing (primarily tradenames), the Company has the option to first analyze qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired.
Transaction costs and other reported in cost of products sold and SG&A for 2024 were $11 million and $1 million, respectively.
Transaction costs and other reported in cost of products sold and SG&A for 2025 were $29 million and $10 million, respectively.
For further information, see Footnote 9 of the Notes to Consolidated Financial Statements . (3) Amounts represent lease liabilities on operating leases as of December 31, 2024. See Footnote 13 of the Notes to Consolidated Financial Statements .
For further information, see Footnotes 8 and 9 of the Notes to Consolidated Financial Statements . (c) Amounts represent lease liabilities on operating leases as of December 31, 2025. See Footnote 12 of the Notes to Consolidated Financial Statements .
The table below summarizes the Company’s cash activity for 2024, 2023 and 2022 (in millions): Increase (Decrease) 2024 2023 2022 2024 2023 Cash provided by (used in) operating activities $ 496 $ 930 $ (272) $ (434) $ 1,202 Cash provided by (used in) investing activities (151) (199) 343 48 (542) Cash used in financing activities (451) (664) (232) 213 (432) Exchange rate effect on cash, cash equivalents and restricted cash (36) (9) (13) (27) 4 Increase (decrease) in cash, cash equivalents and restricted cash $ (142) $ 58 $ (174) $ (200) $ 232 The Company has historically generated the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers.
The table below summarizes the Company’s cash activity for 2025 and 2024 (in millions): Increase (Decrease) 2025 2024 Cash provided by operating activities $ 264 $ 496 $ (232) Cash used in investing activities (164) (151) (13) Cash used in financing activities (101) (451) 350 Exchange rate effect on cash, cash equivalents and restricted cash 2 (36) 38 Increase (decrease) in cash, cash equivalents and restricted cash $ 1 $ (142) $ 143 The Company has historically generated the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers.
See Footnote 12 of the Notes to Consolidated Financial Statements for further information on income taxes.
See Footnote 8 of the Notes to Consolidated Financial Statements for further information.
The weighted average expected return on plan assets assumption for 2024 was approximately 5.4% for all of the Company’s pension plans. The weighted average discount rate at the 2024 measurement date used to measure the pension plans’ (including SERPs’) benefit obligations and postretirement benefit obligations was approximately 5.1% and 4.9%, respectively.
The weighted average expected return on plan assets assumption for 2025 was approximately 5.7% for the Company’s domestic and international pension plans. The weighted average discount rate at the 2025 measurement date used to measure the pension plans’ benefit obligations and postretirement benefit obligations was approximately 5.0% and 4.8%, respectively.
Transaction costs and other reported in cost of products sold, SG&A and impairment of other assets for 2023 were $20 million, $23 million and $3 million, respectively. Operating income was $67 million as compared to operating loss of $85 million in the prior year period.
Transaction costs and other reported in cost of products sold and SG&A for 2024 were $11 million and $1 million, respectively. Operating income was $39 million as compared to $67 million in the prior year period.
Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant. On December 1, 2024, the carrying values for goodwill and indefinite-lived intangible assets were $3.0 billion and $937 million, respectively.
Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant.
Indefinite-Lived Intangible Asset Impairment During the fourth quarter of 2024, as a result of the Company’s annual impairment testing, the Company recorded a non-cash impairment charge of $85 million related to one tradename in the H&CS segment, as the carrying value of the tradename exceeded its fair value.
Indefinite-Lived Intangible Asset Impairment During the fourth quarter of 2025, as a result of the Company’s annual impairment testing, the Company recorded an aggregate non-cash impairment charge of $340 million related to two tradenames in the H&CS segment and one in the L&D segment, as the carrying values of the tradenames exceeded their fair values.
At December 31, 2024, the Company had $40 million of outstanding borrowings under the Credit Revolver and approximately $35 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $925 million.
At December 31, 2025, the Company had approximately $37 million of outstanding standby letters of credit issued against the Credit Revolver and $130 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $685 million.
These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results.
Forward-Looking Statements This report contains forward-looking statements within the meaning of the federal securities law. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements.
During the fourth quarter of 2024, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $85 million associated with one tradename in the H&CS segment, as the carrying value exceeded the fair value.
During the fourth quarter of 2025, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charges of $163 million and $127 million associated with two tradenames in the H&CS segment and $50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values.
Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending continue to decline significantly in the future or if commercial and industrial economic activity experiences a sustained deterioration from current levels, the Company may be required to record further impairment charges in the future.
Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending continue to decline significantly in the future or if commercial and industrial economic activity experiences a sustained deterioration from current levels, the Company may be required to record further impairment charges in the future. 35 See Footnote 6 of the Notes to Consolidated Financial Statements for further information associated with non-cash indefinite-lived intangibles impairment charges resulting from its annual test during 2025.
Goodwill Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level.
Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments.
Results of Operations Consolidated Operating Results 2024 vs. 2023 Years Ended December 31, (in millions, except per share data) 2024 2023 $ Change % Change Net sales $ 7,582 $ 8,133 $ (551) (6.8)% Gross profit 2,548 2,353 195 8.3% Gross margin 33.6 % 28.9 % Operating income (loss) 67 (85) 152 NM Operating margin 0.9 % (1.0) % Interest expense, net 295 283 12 4.2% Loss on extinguishment and modification of debt 14 — 14 100.0% Other expense, net 18 175 (157) (89.7)% Loss before income taxes (260) (543) 283 52.1% Income tax benefit (44) (155) 111 71.6% Income tax rate 16.9 % 28.5 % Net loss $ (216) $ (388) 172 44.3% Diluted loss per share $ (0.52) $ (0.94) NM — NOT MEANINGFUL Net sales decreased 7% compared to prior year.
Results of Operations Consolidated Operating Results 2025 vs. 2024 Years Ended December 31, (in millions, except per share data) 2025 2024 $ Change % Change Net sales $ 7,204 $ 7,582 $ (378) (5.0)% Gross profit 2,432 2,548 (116) (4.6)% Gross margin 33.8 % 33.6 % Operating income 39 67 (28) (41.8)% Operating margin 0.5 % 0.9 % Interest expense, net 321 295 26 8.8% Loss on extinguishment and modification of debt 13 14 (1) (7.1)% Other expense, net 6 18 (12) (66.7)% Loss before income taxes (301) (260) (41) (15.8)% Income tax benefit (16) (44) 28 63.6% Income tax rate 5.3 % 16.9 % Net loss $ (285) $ (216) (69) (31.9)% Diluted loss per share $ (0.68) $ (0.52) Net sales decreased 5% compared to the prior year.
Business Segment Operating Results 2024 vs. 2023 Home and Commercial Solutions Years Ended December 31, (in millions) 2024 2023 $ Change % Change Net sales $ 4,071 $ 4,428 $ (357) (8.1)% Operating income (loss) (2) 37 (39) NM Operating margin 0.0 % 0.8 % H&CS net sales for 2024 decreased 8% compared to prior year, which reflected soft demand across all businesses and distribution losses.
Business Segment Operating Results 2025 vs. 2024 Home and Commercial Solutions Years Ended December 31, (in millions) 2025 2024 $ Change % Change Net sales $ 3,772 $ 4,071 $ (299) (7.3)% Operating loss (138) (2) (136) NM Operating margin (3.7) % — % NM — NOT MEANINGFUL H&CS net sales for 2025 decreased approximately 7% compared to prior year, which reflected soft demand across all businesses, net distribution losses and product line exits, primarily in our Kitchen and Commercial businesses.
Customer Receivables Purchase Agreement The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $700 million. Factored receivables under the Customer Receivables Purchase Agreement at December 31, 2024 were approximately $270 million, an increase of approximately $30 million from December 31, 2023.
Customer Receivable Purchase Agreements The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $700 million of eligible accounts receivable. Outstanding receivables sold under the Customer Receivables Purchase Agreement totaled approximately $270 million at both December 31, 2025 and 2024.
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.
One such initiative is the organizational Realignment 25 Plan, announced in 2024, 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 initiated in 2023. Actions under the Realignment Plan were implemented by the end of fiscal year 2025.
Certain other items, such as purchase commitments and other executory contracts, are not recognized as liabilities in the Company’s consolidated financial statements but are required to be disclosed.
Contractual Obligations, Commitments and Off-Balance Sheet Arrangements The Company has outstanding debt obligations maturing at various dates through 2046. Certain other items, such as purchase commitments and other executory contracts, are not recognized as liabilities in the Company’s consolidated financial statements but are required to be disclosed.
See Footnote 12 of the Notes to Consolidated Financial Statements for additional information. Additionally, the Company has obligations with respect to its pension and postretirement benefit plans, which are excluded from the preceding table. The timing and amounts of the funding requirements are uncertain because they are dependent on interest rates and actual returns on plan assets, among other factors.
The timing and amounts of the funding requirements are uncertain because they are dependent on interest rates and actual returns on plan assets, among other factors. See Footnote 10 of the Notes to Consolidated Financial Statements for further information.
Outdoor and Recreation Years Ended December 31, (in millions) 2024 2023 $ Change % Change Net sales $ 794 $ 999 $ (205) (20.5)% Operating loss (86) (83) (3) (3.6)% Operating margin (10.8) % (8.3) % O&R net sales for 2024 decreased 21% compared to prior year, reflecting soft global demand and distribution losses.
Outdoor and Recreation Years Ended December 31, (in millions) 2025 2024 $ Change % Change Net sales $ 741 $ 794 $ (53) (6.7)% Operating loss (25) (86) 61 70.9% Operating margin (3.4) % (10.8) % O&R net sales for 2025 decreased approximately 7% compared to prior year primarily due to net distribution losses, soft demand and business exits.
The assets of the SPE are not available to pay creditors of the Company or its subsidiaries. The fair value of these servicing arrangements as well as the fees earned was immaterial.
The assets of the SPE are not available to pay creditors of the Company or its subsidiaries. The fair value of these servicing arrangements as well as the fees earned was immaterial. Outstanding receivables sold under the Receivables Facility at December 31, 2025 and 2024 were approximately $125 million and $145 million, respectively.
The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow and collections of accounts receivables not yet submitted to the financial institutions as financing cash flow in the Consolidated Statements of Cash Flows. The Company records the discounts as other (income) expense, net in the Consolidated Statements of Operations.
The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Consolidated Statements of Cash Flows, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Consolidated Balance Sheets.
The effective tax rate for 2024 was 16.9%, due to the impact of certain discrete items as compared to 28.5% for 2023. See Footnote 12 of the Notes to Consolidated Financial Statements for further information on income taxes.
(b) See Footnote 9 of the Notes to Consolidated Financial Statements for further information. The income tax benefit for 2025 was $16 million as compared to $44 million in 2024. The effective tax rate for 2025 was 5.3% as compared to 16.9% for 2024.
Learning and Development Years Ended December 31, (in millions) 2024 2023 $ Change % Change Net sales $ 2,717 $ 2,706 $ 11 0.4% Operating income 473 213 260 NM Operating margin 17.4 % 7.9 % L&D net sales for 2024 increased modestly by less than 1%, compared to prior year, as growth in the Baby business, primarily as a result of improved orders from major retailers and innovation, was partially offset by a decline in the Writing business due to soft demand in certain markets, partially offset by contribution from product innovation.
Learning and Development Years Ended December 31, (in millions) 2025 2024 $ Change % Change Net sales $ 2,691 $ 2,717 $ (26) (1.0) % Operating income 464 473 (9) (1.9) % Operating margin 17.2 % 17.4 % L&D net sales for 2025 decreased 1%, compared to prior year as soft demand primarily in the Writing business was partially offset by contributions from launches of product innovations in both the Baby and Writing businesses.
The balance of outstanding accounts receivables sold to the financial institution as of December 31, 2024 was approximately $145 million, an increase of approximately $100 million from December 31, 2023. The Company accounts for receivables sold under both factoring agreements as sale of financial assets and derecognizes the trade receivables from the Company’s Consolidated Balance Sheet.
The Company accounts for receivables sold to the financial institutions under both factoring agreements as a sale of financial assets and derecognizes the trade receivables from the Company’s Consolidated Balance Sheets.
In November 2024, the Company fully redeemed its 4.875% notes due 2025 at a redemption price equal to 100% of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the date of the redemption. The total consideration was approximately $511 million.
The Company used the proceeds of the offering to fully redeem its outstanding 4.200% senior notes due 2026 (the “2026 Notes”) at a redemption price equal to 100.757% of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date. The total consideration was approximately $1.25 billion.
The Company’s operations are comprised of six reporting units, within its three primary operating segments. The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount.
The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, the Company may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test.
A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and potentially subject the Company to cross-default and acceleration provisions in its debt documents.
A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and, absent a waiver of such default by the lenders under the Credit Revolver or an amendment or replacement of the Credit Revolver with alternative financing, potentially subject the Company to cross-default and acceleration provisions in its debt documents, which would have a significant adverse effect on the Company’s business, financial condition and operating results.
Actual results may differ materially from those expressed or implied in the forward-looking statements.
The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements.
The “Business Strategy” and “Recent Developments” sections below are brief presentations of our business and certain significant items addressed in this section or elsewhere in this Annual Report on Form 10-K. This section should be read along with the relevant portions of this Annual Report on Form 10-K for a complete discussion of the events and items summarized below.
The “ Business Strategy ” and “ Recent Developments ” sections below are brief presentations of our business and certain significant items addressed in this section or elsewhere in this Annual Report on Form 10-K.
For the year ended December 31, 2024, the Company recorded restructuring and restructuring-related charges of $37 million and $15 million, respectively. See Risk Factors in Item 1A . and Footnote 4 of the Notes to Consolidated Financial Statements for further information.
The Company commenced separation of professional and clerical employees during December 2025 and recorded $40 million of restructuring charges for severance and other termination benefits and restructuring-related charges. See Risk Factors in Item 1A, and Footnote 3 of the Notes to Consolidated Financial Statements for further information.
See Footnote 7 of the Notes to the Consolidated Financial Statements for further information on non-cash impairment charge and additional amortization of tradenames.
See Footnote 8 of the Notes to Consolidated Financial Statements for further information on debt redemption and debt rating downgrades.
Senior Notes In November 2024, the Company completed a registered public offering and sale of the Notes and received proceeds of approximately $1.24 billion, net of fees and expenses paid.
Senior Notes In May 2025, the Company completed the offering and sale of $1.25 billion of 8.500% senior notes due 2028 (the “2028 Notes”) and received proceeds of $1.23 billion, net of fees and expenses paid.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor 2024, approximately 38% of the Company’s sales were denominated in foreign currencies, the most significant of which were: European Euro, approximately 9%; British Pound, approximately 5% and Canadian Dollar and Mexican Peso, approximately 4% each.
Biggest changeFor 2025, approximately 39% of the Company’s sales were denominated in foreign currencies, the most significant of which were: European Euro, approximately 10%; British Pound and Mexican Peso, approximately 5% each and Canadian Dollar, approximately 4%.
As such, the Company monitors the commodities markets and from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. The Company did not enter into any commodity-based derivatives during 2024 and 2023.
As such, the Company monitors the commodities markets and from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. The Company did not enter into any commodity-based derivatives during 2025 and 2024.
The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated institutions; however, the Company does not anticipate non-performance by such counterparties. The Company does not enter into derivative financial instruments for trading purposes. 43
The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated institutions; however, the Company does not anticipate non-performance by such counterparties. The Company does not enter into derivative financial instruments for trading purposes. 39
Based upon the Company’s debt structure at December 31, 2024, a hypothetical 1% increase in these variable interest rates would increase interest expense by approximately $10 million and decrease the fair value of debt by approximately $202 million.
Based upon the Company’s debt structure at December 31, 2025, a hypothetical 1% increase in these variable interest rates would increase interest expense by approximately $11 million and decrease the fair value of debt by approximately $179 million.
At December 31, 2024, approximately $1.0 billion of the Company’s debt carries a variable rate of interest either by nature or through the use of interest rate swaps. The remainder of the debt (approximately $3.6 billion) carries a fixed rate of interest.
At December 31, 2025, approximately $1.13 billion of the Company’s debt carries a variable rate of interest either by nature or through the use of interest rate swaps. The remainder of the debt (approximately $3.54 billion) carries a fixed rate of interest.

Other NWL 10-K year-over-year comparisons