UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 | ||||
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2019
For the transition period from to
Commission file number: 1-9608
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
NEWELL BRANDS EMPLOYEE SAVINGS PLAN
a.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Newell Brands Inc.
6655 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Newell Brands Employee Savings Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2019 and 2018 and Year Ended December 31, 2019
| Page Number | |||||
Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
Newell Brands Employee Savings Plan
Atlanta, Georgia
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Newell Brands Employee Savings Plan (the Plan) as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Newell Brands Employee Savings Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
BKD, LLP
We have served as the Plan’s auditor since 2018.
Indianapolis, Indiana
June 16, 2020
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Newell Brands Employee Savings Plan
Statements of Net Assets Available for Benefits
| December 31, | ||||||||||||||
| 2019 | 2018 | |||||||||||||
| Assets | $ | 1,693,875,682 | $ | 1,398,364,300 | ||||||||||
| Investments, at fair value | — | 202,063,107 | ||||||||||||
| Investments, at contract value | 23,746,658 | 29,103,492 | ||||||||||||
| Notes receivables from participants | — | 909,538 | ||||||||||||
| Employer contributions receivables | — | 1,337,983 | ||||||||||||
| Participant contributions receivable | 1,717,622,340 | 1,631,778,420 | ||||||||||||
| Total assets | ||||||||||||||
| Liabilities | ||||||||||||||
| Administrative expenses payable | — | 164,391 | ||||||||||||
| Total liabilities | — | 164,391 | ||||||||||||
| Net assets available for benefits | $ | 1,717,622,340 | $ | 1,631,614,029 | ||||||||||
See accompanying notes to financial statements
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Newell Brands Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2019
| 2019 | ||||||||
| Investment income: | ||||||||
| Net appreciation in fair value of investments | $ | 301,284,003 | ||||||
| Interest, dividends and other | 14,488,155 | |||||||
| Total investment income | 315,772,158 | |||||||
| Interest income on notes receivable from participants | 1,418,448 | |||||||
| Contributions: | ||||||||
| Participant | 52,941,667 | |||||||
| Employer | 35,379,397 | |||||||
| Rollover | 6,165,200 | |||||||
| Total contributions | 94,486,264 | |||||||
| Total additions | 411,676,870 | |||||||
| Deductions: | ||||||||
| Benefits paid to participants | 324,035,066 | |||||||
| Administrative expenses | 1,633,493 | |||||||
| Total deductions | 325,668,559 | |||||||
| Net increase | 86,008,311 | |||||||
| Net assets available for benefits - beginning of year | 1,631,614,029 | |||||||
| Net assets available for benefits - end of year | $ | 1,717,622,340 | ||||||
See accompanying notes to financial statements
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Newell Brands Employee Savings Plan
Notes to Financial Statements
Years Ended December 31, 2019 and 2018
Note 1. Description of the Plan
The following description of the Newell Brands Employee Savings Plan (the “Plan”), provides only general information. Participants should refer to the Summary Plan Description document and Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan administered by the Newell Operating Company (“NOC”) U.S. Benefits Administration Committee (the “Plan Administrator”), which was appointed by the NOC Global Benefits Oversight Committee, a committee appointed by the Board of Directors of NOC, a subsidiary of Newell Brands Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Eligibility
Certain employees of NOC and of its affiliated companies that have adopted the Plan (collectively, the “Company”) are eligible to participate in the Plan. Generally, eligible employees, other than retail employees of the Yankee Candle Company (as determined under the Plan document) and “Temporary Employees” (as defined by the Plan document), are eligible to commence participating in the Plan upon their date of hire. Eligible retail employees of the Yankee Candle Company and, generally, Temporary Employees may commence participating in the Plan after completing one “Year of Eligibility Service” as defined by the Plan document.
Contributions
Subject to legal and Plan limits, participants may elect to contribute up to 75% of their “Covered Pay”, as defined by the Plan document, to the Plan as pre-tax contributions and/or after-tax Roth contributions (collectively “Elective Deferral Contributions”). The Company makes a matching contribution each payroll period in an amount determined as follows:
•with respect to a participant who is a non-collectively bargained employee or a “NUK Bargained Employee” (as such term is defined by the Plan document), 100% of the first 6% of Covered Pay for such payroll period that is contributed by the participant as an Elective Deferral Contribution, and
•with respect to a participant who is an “ENKA Bargained Employee,” a “Muncie Bargained Employee,” or a “Greeneville Bargained Employee,” (as such terms are defined by the Plan document), 100% of the first 4% of Covered Pay for such payroll period that is contributed by the participant as an Elective Deferral Contribution.
The Plan also accepts rollover contributions of amounts attributable to pre-tax contributions and after-tax Roth contributions from other employer tax-qualified plans.
Participant Accounts
Separate accounts are maintained for each participant. Each participant’s account is credited with the participant’s Elective Deferral Contributions, Company matching contributions and investment earnings (which are net of investment management expenses). Participant accounts are assessed a quarterly fixed fee as consideration for services provided by the trustee and recordkeeper and to pay other Plan administrative expenses. Transaction specific fees, such as loan origination, brokerage and shipping fees, are also directly assessed against the account of the participant initiating the transaction.
Vesting and Forfeitures
Participants are immediately vested in the portion of their Plan account that is attributable to their own Elective Deferral Contributions and the Company’s matching contributions. Prior to January 1, 2018, the Company’s matching contributions for certain legacy defined contributions plans became 100% vested when the employee has rendered the requisite vesting service, as defined by the respective plan. Forfeitures may be used to pay Plan expenses and reduce Company matching contributions. Forfeitures available for future use were $59,591 and $551,744 as of December 31, 2019 and 2018, respectively. For 2019, forfeitures of $240,179 and $504,373 were used to pay Plan expenses and reduce employer contributions, respectively.
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Participant Loans
Participants may borrow from their Plan account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 (reduced by the participant’s highest outstanding loan balance during the immediately preceding 12-month period) or 50% of their vested account balance excluding any account balance in the “QVEC Sub-Account” and in the “Prior Plan Pension Sub-Account” (as such terms are defined by the Plan document). Loan terms range from one to five years (up to ten years for the purchase of a principal residence). The loans are secured by the balance in the participant’s account and bear interest at the prime rate as reported by Reuters plus 1% on the first day of the month in which the loan is requested. Interest rates on loans outstanding as of December 31, 2019, ranged from 3.25% to 10%. Principal and interest are paid ratably through periodic payroll deductions.
Investment Options
Participants may direct the investment of their Plan account balance and future contributions made to the Plan on their behalf among one or more of the Plan’s investment funds. The portion of the Plan’s investments held in the Company Stock Fund is designated as an employee stock ownership plan (“ESOP”). In addition to the investment funds offered by the Plan, participants may invest in a self-directed brokerage account. Generally, participants may change their investment options or reallocate investment balances on a daily basis.
Payment of Benefits
On termination of service, a participant is eligible to receive the vested value of the participant’s Plan account balance, and, subject to special rules that apply to the payment of a participant’s Prior Plan Pension Sub-Account, if any, the participant may elect to receive the participant’s vested account balance in a single lump sum payment or partial distributions of no less than $1,000. If the value of the participant’s account balance is $1,000 or less, the participant’s entire account balance will be distributed in a single lump sum payment. Benefits are recorded when paid.
Note 2. Significant Accounting Policies
The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Plan’s financial statements are reasonable and prudent. Actual results may differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value for mutual funds and common stock equals the quoted market price in an active market on the last business day of the Plan year. Shares of mutual funds are valued at the net asset value of shares held by the Plan on the last business day of the Plan year. The Plan’s common/collective trust fund investments, are valued at their net asset value (“NAV”) per unit as a practical expedient as reported by the fund manager of the collective trust.
At December 31, 2018, the Plan’s stable value fund included direct investments in fully benefit-responsive contracts and investments in common collective trust funds, managed by Galliard Capital Management (“Galliard Fund”). Certain assets in the Galliard Fund were reported at contract value, which represented contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants when they initiate permitted transactions under the terms of the Plan. See Note 4 for further information regarding the Galliard Fund. The Galliard Fund was no longer an investment option in the Plan at December 31, 2019
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
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Notes Receivable from Participants
Notes receivable from participants are measured at amortized cost, which represents unpaid principal balance plus accrued but unpaid interest. Interest income from notes receivable from participants is recorded on an accrual basis. Related fees are recorded as administrative expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2019 or 2018. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded within the Statement of Changes in Net Assets Available for Benefits.
Administrative Expenses
All normal costs and expenses of administering the Plan and trust are generally paid by the Plan or by the Company. Any transaction fees resulting from a participant obtaining a loan or requesting a distribution or in-service withdrawal are charged to the participant’s individual account. Administrative expenses in the Statement of Changes in Net Assets Available for Benefits includes costs associated with these participant-initiated loan and withdrawal transactions, which are allocated to the accounts of the participants initiating the transactions, as well as fees assessed by the Plan’s custodian and recordkeeper directly against participant accounts as consideration for services provided to the Plan.
Fair Value Measurements
Assets and liabilities measured at fair value are categorized into the following fair value hierarchy:
Level 1: Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2: Fair value is based on quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Fair value is based on unobservable inputs that reflect management’s own assumptions.
The fair values estimated and derived from each fair value calculation may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Mutual funds and common stock: The fair value is determined on the basis of quoted prices in an active market. Shares of mutual funds are valued at the net asset value (“NAV”) of shares held by the Plan on the last business day of the Plan year where the price of the fund is quoted in an active market. Accordingly, these investments have been classified as Level 1.
Common/collective trust funds: The investments underlying the common/collective trust fund investments generally include shares of common stock and fixed income investments whose values are determined on the basis of quoted prices in an active market. The Plan’s common/collective trust fund investments are valued based on NAV per share or unit as a practical expedient as reported by the fund manager, multiplied by the number of shares or units held as of the measurement date. Accordingly, these NAV-based investments have been excluded from the fair value hierarchy.
Self-directed brokerage accounts: The accounts are comprised of common stock investments, mutual fund investments, investments in a short-term interest fund and other investments. The fair values of the mutual fund, common stock and electronically traded fund investments are determined on the basis of quoted prices in an active market. Accordingly, these investments have been classified as Level 1.
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Note 3. Fair Value Measurements
The following tables present the Plan’s investments which are measured at fair value on a recurring basis as of December 31, 2019 and 2018:
| December 31, 2019 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements | NAV-based assets (1) | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Subtotal | Total | |||||||||||||||||||||||||||||
| Company stock | $ | 24,764,112 | $ | — | $ | 24,764,112 | $ | — | $ | 24,764,112 | ||||||||||||||||||||||
| Mutual funds | 89,242,841 | — | 89,242,841 | — | 89,242,841 | |||||||||||||||||||||||||||
| Common/collective trust funds | — | — | — | 1,558,756,906 | 1,558,756,906 | |||||||||||||||||||||||||||
| Self-directed brokerage accounts | 21,111,823 | — | 21,111,823 | — | 21,111,823 | |||||||||||||||||||||||||||
| Total investments measured at fair value | $ | 135,118,776 | $ | — | $ | 135,118,776 | $ | 1,558,756,906 | $ | 1,693,875,682 | ||||||||||||||||||||||
| December 31, 2018 | ||||||||||||||||||||||||||||||||
| Fair Value Measurements | NAV-based assets (1) | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Subtotal | Total | |||||||||||||||||||||||||||||
| Company stock | $ | 24,284,131 | $ | — | $ | 24,284,131 | $ | — | $ | 24,284,131 | ||||||||||||||||||||||
| Mutual funds | 72,888,063 | — | 72,888,063 | — | 72,888,063 | |||||||||||||||||||||||||||
| Common/collective trust funds | — | — | — | 1,282,347,658 | 1,282,347,658 | |||||||||||||||||||||||||||
| Self-directed brokerage accounts | 18,844,448 | — | 18,844,448 | — | 18,844,448 | |||||||||||||||||||||||||||
| Total investments measured at fair value | $ | 116,016,642 | $ | — | $ | 116,016,642 | $ | 1,282,347,658 | $ | 1,398,364,300 | ||||||||||||||||||||||
(1)The NAV-based assets are generally redeemable on a daily basis with a one day notice with no restrictions and there are no unfunded commitments.
Note 4. Investments in Stable Value Funds
2019 Stable Value Fund
At December 31, 2019, the Plan’s common/collective trust funds include an investment in the Fidelity Managed Income Portfolio II Class 3 (“MIP II Class 3”). The investment objective of the MIP II Class 3 is to preserve the principal investment while earning a level of interest income that is consistent with principal preservation. The MIP II Class 3 seeks to maintain a stable net asset value of $1 per share, but it cannot guarantee that it will be able to do so. The yield of the fund will fluctuate. To achieve its investment objective, the MIP II Class 3 fund invests in benefit-responsive investment contracts issued by insurance companies and other financial institutions ("Contracts"), fixed income securities, and money market funds. Under the terms of the Contracts, the assets of the fund are invested in fixed income securities (which may include, but are not limited to, U.S. Treasury and agency bonds, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, and collective investment vehicles and shares of investment companies that invest primarily in fixed income securities) and shares of money market funds. The fund may also invest in futures contracts, option contracts and swap agreements. The MIP II Class 3 seeks to minimize exposure to wrap credit risk through, among other means, diversification of the wrap contracts across an approved group of issuers. The MIP II Class 3's ability to receive amounts due pursuant to these contracts is dependent upon the issuers' ability to meet their financial obligations. Withdrawals from the MIP II Class 3 directed by the Plan Administrator will be made within the twelve-month period following the trustee's receipt of the Plan's written withdrawal request. Participant-directed redemptions have no restrictions.
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2018 Stable Value Fund
At December 31, 2018, the Plan included the Galliard Fund that invested in fully benefit-responsive Synthetic GICs. Synthetic GICs are comprised of (a) individual assets or investments placed in a trust and (b) wrapper contracts that guarantee that participant transactions will be executed at contract value. The investment portfolio of a Synthetic GIC, along with a wrapper contract, attempts to replicate the investment characteristics of traditional GICs, which provide a specified rate of return for a specific period of time.
The interest crediting rates for Synthetic GICs are calculated on a quarterly basis using the contract value, market value, yield and duration of the underlying securities, but cannot be less than zero.
There are certain events not initiated by the Plan participants that could limit the ability of the Plan to transact with the issuer at contract value. Examples of such events include, but are not limited to: material amendments to the Plan documents or administration; changes to the Plan’s competing investment options including the elimination of equity wash provisions; bankruptcy of the Plan sponsor or other events that would cause a significant withdrawal from the Plan; full or partial termination of the Plan; failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; any change in tax code, laws or regulations applicable to the Plan and delivery of any communication to Plan participants designed to influence participants not to invest in the fund. The Plan sponsor does not believe that the occurrence of any of these events, which would limit the Plan’s ability to transact with the issuer at its contract value, is probable.
Synthetic GICs generally are evergreen contracts that contain termination provisions, allowing the fund or the contract issuer to terminate with notice, at any time at fair value, and providing for automatic termination of the contract if the contract value or the fair value of the underlying portfolio equals zero. The issuer is obligated to pay the excess contract value when the fair value of the underlying portfolio equals zero.
Additionally, the Galliard Fund also invested in a common collective trust fund, Wells Fargo/BlackRock Short Term Investment Fund S, which invested in highly liquid assets that were used for daily liquidity needs. This investment was valued based on NAV and was excluded from the fair value hierarchy.
Note 5. Related-Party Transactions and Party-In-Interest Transactions
All trustee and recordkeeping fees are paid by the Plan and included in the Statement of Changes in Net Assets Available for Benefits. All other costs are paid out of the Plan’s assets, except to the extent the Company elects to pay such expenses directly.
Certain Plan investments are shares of common stock of Newell Brands Inc. (“Newell Brands”), the ultimate parent of the Company. These investments had values of $24,764,112 and $24,284,131, respectively, as of December 31, 2019 and 2018. For the year ended December 31, 2019, the Plan recorded dividend income on common shares of Newell Brands of $1,258,907.
Certain Plan investments are managed by the Fidelity Management Trust Company (“Fidelity”), the Plan’s trustee. Fidelity is a “party in interest” to the Plan as defined by ERISA. Parties in interest to the Plan are identified in the Schedule H, Line 4i - Schedule of Assets (Held at End of Year).
The Plan issues notes to participants, which are secured by the balances in the participants’ accounts. These transactions qualify as party-in-interest transactions.
Note 6. Plan Termination
Although it has not expressed any intent to do so, NOC has the right under the Plan to discontinue contributions at any time and NOC has the right under the Plan to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, affected participants will become 100% vested in their accounts.
Note 7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated August 3, 2017, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to be operated in conformity with the Code to maintain its qualification. To the extent operational errors in the Plan have been identified or are identified in the future, the Plan Administrator has indicated that it will take the necessary steps, if any, to correct these errors. Otherwise, the Plan
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Administrator believes that the Plan is designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are subject to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Note 9. Reconciliation of Financial Statements to Form 5500
| December 31, | ||||||||||||||
| 2019 | 2018 | |||||||||||||
| Net assets available for benefits: | ||||||||||||||
| Net assets available for benefits at year-end as reported in the accompanying financial statements | $ | 1,717,622,340 | $ | 1,631,614,029 | ||||||||||
| Adjustment from contract value to current value for certain stable value funds | 2,523,526 | (582,288) | ||||||||||||
| Net assets available at year-end per Form 5500 | $ | 1,720,145,866 | $ | 1,631,031,741 | ||||||||||
| Year Ended | ||||||||
| December 31, 2019 | ||||||||
| Changes in net assets available for benefits: | ||||||||
| Net increase as reported in the accompanying financial statements | $ | 86,008,311 | ||||||
| Changes in adjustment from fair value to contract value for certain stable value funds | 3,105,814 | |||||||
| Net increase per form 5500 | $ | 89,114,125 | ||||||
Note 10 – Subsequent Events
Coronavirus (COVID-19)
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus believed to have originated in China and the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally.
The full impact of the COVID-19 pandemic continues to evolve as of the date of this report. This pandemic has adversely affected global economic activity and greatly contributed to significant deterioration and instability in financial markets. As a result, the Plan’s investment portfolio has incurred a significant decline in fair value since December 31, 2019. Because the values of the Plan’s individual investments have and will fluctuate in response to changing market conditions, the amount of losses that will be recognized in subsequent periods, if any, and related impact on the Plan’s liquidity cannot be determined at this time.
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Coronavirus Aid, Relief and Economic Security (“CARES”) Act
On March 27, 2020, the CARES Act was enacted and signed into law. The CARES Act, among other things, includes several relief provisions available to tax-qualified retirement plans and their participants. Plan management has evaluated the relief provisions available to plan participants under the CARES Act and has implemented the following provisions:
•Special coronavirus distributions up to $100,000
•Extend the period for loan repayments, if applicable, up to one year
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NEWELL BRANDS EMPLOYEE SAVINGS PLAN
SCHEDULE H, Line 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #36-1953130 PLAN #012
DECEMBER 31, 2019
| (A) | (B) | (C) | (D) | (E) | ||||||||||
| Identity of Issue | Description of Investment | Current Value | ||||||||||||
| * | Fidelity Government Money Market Fund - Premium | Mutual Fund | ** | $ | 1,389,489 | |||||||||
| T. Rowe Price Small-Cap Stock Fund | Mutual Fund | ** | 54,159,766 | |||||||||||
| American Funds EuroPacific Growth Fund | Mutual Fund | ** | 33,693,586 | |||||||||||
| Northern Trust Aggregate Bond Index Fund | Common/Collective Trust | ** | 25,992,266 | |||||||||||
| Northern Trust Extended Equity Market Index Fund | Common/Collective Trust | ** | 37,895,101 | |||||||||||
| Northern Trust S&P 500 Index Fund | Common/Collective Trust | ** | 149,097,470 | |||||||||||
| Northern Trust Collective All Country World Index ex-US Fund | Common/Collective Trust | ** | 26,663,489 | |||||||||||
| * | FIAM Target Date 2055 Pool Class T | Common/Collective Trust | ** | 35,319,175 | ||||||||||
| * | FIAM Target Date 2060 Pool Class T | Common/Collective Trust | ** | 12,938,276 | ||||||||||
| * | FIAM Target Date Income Commingled Pool Class T | Common/Collective Trust | ** | 4,798,304 | ||||||||||
| * | FIAM Target Date 2005 Pool Class T | Common/Collective Trust | ** | 7,713,753 | ||||||||||
| * | FIAM Target Date 2010 Pool Class T | Common/Collective Trust | ** | 11,815,404 | ||||||||||
| * | FIAM Target Date 2015 Pool Class T | Common/Collective Trust | ** | 37,154,983 | ||||||||||
| * | FIAM Target Date 2020 Pool Class T | Common/Collective Trust | ** | 107,671,909 | ||||||||||
| * | FIAM Target Date 2025 Pool Class T | Common/Collective Trust | ** | 193,310,136 | ||||||||||
| * | FIAM Target Date 2030 Pool Class T | Common/Collective Trust | ** | 213,871,818 | ||||||||||
| * | FIAM Target Date 2035 Pool Class T | Common/Collective Trust | ** | 191,210,599 | ||||||||||
| * | FIAM Target Date 2040 Pool Class T | Common/Collective Trust | ** | 131,129,954 | ||||||||||
| * | FIAM Target Date 2045 Pool Class T | Common/Collective Trust | ** | 102,755,116 | ||||||||||
| * | FIAM Target Date 2050 Pool Class T | Common/Collective Trust | ** | 56,967,199 | ||||||||||
| * | FIAM CORE PLUS Class C | Common/Collective Trust | ** | 26,130,268 | ||||||||||
| Stable Value Fund: | ** | |||||||||||||
| * | MIP II Class 3 | Common/Collective Trust | ** | 188,845,212 | ||||||||||
| * | Newell Brands Inc. | Common Stock | ** | 24,764,112 | ||||||||||
| Self Directed Brokerage Accounts | Brokerage | ** | 21,111,823 | |||||||||||
| Total Investments | 1,696,399,208 | |||||||||||||
| * | Notes receivable from participants | Various maturities, interest rates from 3.25% to 10.0% | N/A | 23,746,658 | ||||||||||
| Total | $ | 1,720,145,866 | ||||||||||||
* Denotes a party-in-interest.
** Cost not required for participant directed.
13
Exhibits
Exhibits. The following exhibit is filed as a part of this annual report:
14
Signatures
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWELL BRANDS EMPLOYEE SAVINGS PLAN | |||||||||||
| Date: June 16, 2020 | /s/ Steve Parsons | ||||||||||
| Steve Parsons, Newell Operating Company U.S. Benefits Administration Committee | |||||||||||
15
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-62047, Form S-8 No. 333-38621, Form S-8 No. 333-105178, as amended by Post-Effective Amendment No. 1 to Form S-8 and Form S-8 No. 333-125144) pertaining to the Newell Brands Employee Savings Plan of our report dated June 16, 2019, with respect to the financial statements and supplemental schedule of the Newell Brands Employee Savings Plan included in this Annual Report (Form 11-K) as of December 31, 2019 and 2018 and for the year ended December 31, 2019.
/s/ BKD, LLP
Indianapolis, Indiana
June 16, 2020