NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Footnote 1 — Basis of Presentation and Significant Accounting Policies
Description of Business
Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, First Alert, Spontex, Coleman, Campingaz, Oster, Sunbeam and Mr. Coffee. Newell Brands' beloved brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind. The Company sells its products in nearly 200 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances.
The preparation of these consolidated financial statements requires the use of certain estimates and assumptions by management in determining the Company’s assets, liabilities, sales and expenses, and related disclosures. Significant estimates in these Consolidated Financial Statements include restructuring charges, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies (including legal, environmental and product liability reserves), net realizable value of inventories, estimated contract revenue and related variable consideration, capitalized software costs, income taxes, uncertain tax provisions, tax valuation allowances, and pension and postretirement employee benefit liabilities and expenses. Actual results could differ from those estimates.
On February 6, 2022, the Company signed a definitive agreement to sell its Connected Home & Security (“CH&S”) business unit to Resideo Technologies, Inc. for a purchase price of $593 million, subject to customary working capital and transaction adjustments. The transaction is expected to be completed by the end of the first quarter of 2022, subject to customary closing conditions, including regulatory approval.
Beginning January 1, 2021, the Company reported the operating results of its cookware product lines as part of the Food reporting unit within the Home Solutions segment, and no longer as part of the former Appliances and Cookware segment. This change was the result of an assessment by the chief operating decision maker (“CODM”) to better align the cookware product lines with other similar product lines in various food categories. In connection with this change, the Chief Executive Officer (“CEO”) for the Food business unit assumed full responsibility for the overall brand strategy, business modeling, marketing and innovation of these product lines. The Company determined this product line change did not result in a change to either of its Home Solutions or former Appliances and Cookware reportable segments. In connection with this change, the Appliances and Cookware segment was renamed as the Home Appliances segment. Prior period comparable results for both of these segments have been reclassified to conform to this product line change. The Company also revised the calculation of operating income (loss) by segment to include restructuring charges. Prior period comparable results have been reclassified to conform to the change in calculation. See Footnote 17.
Certain prior year amounts have been reclassified to conform to the current presentation.
Out-of-Period Adjustments
During 2019, the Company recorded an aggregate after-tax adjustment benefit of $10 million ($6 million in continuing operations and $4 million in discontinued operations) in its Consolidated Statement of Operations reflecting the cumulative impact of prior period errors identified and corrected during the period.
The prior period errors were primarily associated with income tax accounting matters more specifically related to reserves for uncertain tax positions and the reconciliation of state income tax payables/receivables that resulted in a net after-tax benefit of $21 million ($10 million in continuing operations and $11 million in discontinued operations, respectively) recorded in the Consolidated Statement of Operations. In addition, as a result of certain of those income tax prior period adjustments, certain of the Company's previously recorded goodwill and intangible asset impairment charges and gain/loss on disposal calculations were incorrect, which resulted in a net after-tax charge of $8 million ($2 million in continuing operations and $6 million in discontinued operations,
respectively) recorded in the Consolidated Statement of Operations. The Company also recorded a net after-tax charge of $3 million in continuing operations in its Consolidated Statement of Operations related to other out-of-period adjustments.
Based on an analysis of qualitative and quantitative factors, the Company concluded that the cumulative impact of these errors was not material to any of the Company's previously issued financial statements.
Use of Estimates and Risks and Uncertainty of Coronavirus (COVID-19)
Since early 2020, the COVID-19 pandemic has resulted in various federal, state and local governments, as well as private entities, mandating restrictions on travel and public gatherings, closure of non-essential commerce, stay at home orders and quarantining of people to limit exposure to the virus. The Company's global operations, similar to those of many large, multi-national corporations, were adversely impacted by the COVID-19 pandemic.
The extent of the impact of the COVID-19 pandemic to the Company's future sales, operating results, cash flows, liquidity and financial condition will continue to be driven by numerous evolving factors that the Company cannot reasonably predict and which will vary by jurisdiction and market, including the severity and duration of the pandemic, the emergence of new strains and variants of the coronavirus, the likelihood of a resurgence of positive cases, the development and availability of effective treatments and vaccines, especially in areas where conditions have recently worsened and work restrictions, operational or travel bans have been reinstituted, the rate at which vaccines are administered to the general public, the timing and amount of fiscal stimulus and relief programs packages that are available to the general public, the availability and prices of supply chain resources, including materials, products and transportation; and changes in consumer demand patterns for the Company's products as the impact of the global pandemic lessens. These primary drivers are beyond the Company's knowledge and control, and as a result, at this time it is difficult to reasonably predict the cumulative impact, both in terms of severity and duration, COVID-19 will have on its future sales, operating results, cash flows and financial condition.
Management’s application of U.S. GAAP in preparing the Company's consolidated financial statements requires the pervasive use of estimates and assumptions. As discussed above, the world continues to be impacted by the COVID-19 pandemic which has required greater use of estimates and assumptions in the preparation of the consolidated financial statements, more specifically, those estimates and assumptions utilized in the Company’s forecasted cash flows that form the basis in developing the fair values utilized in its impairment assessments as well as its annual effective tax rate. These estimates also include assumptions as to the duration and severity of the pandemic, timing and amount of demand shifts amongst sales channels, workforce availability and supply chain continuity. Although management has made its best estimates based upon current information, actual results could materially differ from those estimates and may require future changes to such estimates and assumptions. If so, the Company may be subject to future incremental impairment charges as well as changes to recorded reserves and valuations.
Other Items
At December 31, 2021, the Company held a 23.4% investment in FireAngel Safety Technology Group PLC (formerly known as Sprue Aegis PLC) (“FireAngel”), which the Company accounts for under the equity method of accounting. During 2019, the Company recorded an other-than-temporary impairment of approximately $12 million for this investment. The Company's carrying value of its investment in FireAngel was $4 million and $3 million at December 31, 2021 and 2020, respectively.
During 2021, a noncontrolling interest holder in an international subsidiary, exercised its redemption rights, requiring the purchase of such interest by the Company. The Company completed the transaction for approximately $22 million. The difference between the consideration paid and noncontrolling interest was not material to the Company. For 2021, 2020 and 2019, the income attributable to non-controlling interests was $2 million, $1 million and $2 million, respectively.
Significant Accounting Policies
Concentration of Credit Risk
The Company’s forward exchange contracts generally do not subject the Company to risk due to foreign exchange rate movement, because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. The Company is exposed to credit-related losses in the event of non-performance by counterparties to certain derivative financial instruments. The Company does not obtain collateral or other security to support derivative financial instruments subject to credit risk, but monitors the credit standing of its counterparties.
Revenue Recognition
The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied and are recognized 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. The Company’s primary performance obligation is the distribution and sales of its consumer and commercial products to its customers. In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience.
Revenue is measured as the amount of consideration for which the Company expects to be entitled in exchange for transferring goods or providing services. 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. In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers. Among the programs negotiated are arrangements under which allowances are earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. Coupon programs are also developed on a customer- and territory-specific basis.
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. These estimates are determined using historical customer experience and other factors, which sometimes require significant judgment. Due to the length of time necessary to obtain relevant data from customers, among other factors, actual amounts paid can differ from these estimates.
Sales taxes and other similar taxes are excluded from revenue. The Company elected to account for shipping and handling activities as a fulfillment cost. The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.
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.
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 one level below the operating segment level. The Company’s operations are comprised of eight reporting units, within its five primary operating segments.
The Company may use a qualitative approach, and when appropriate, has bypassed the qualitative and used a quantitative approach, which involves comparing the fair value of each of the reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds its fair value, an impairment loss would be calculated as the difference between these amounts, limited to the amount of reporting unit goodwill allocated to the reporting unit.
The quantitative goodwill impairment testing requires significant use of judgment and assumptions, such as the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values, discount rates and total enterprise value. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate.
Indefinite-lived intangibles
The testing of indefinite-lived intangibles (primarily trademarks and tradenames) under established guidelines for impairment also 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 its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. 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.
Other Long-Lived Assets
The Company continuously evaluates whether impairment indicators related to its property, plant and equipment, operating leases and other long-lived assets are present. These impairment indicators may include a significant decrease in the market price of a long-lived asset or asset group, early termination of an operating lease, a significant adverse change to the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If impairment indicators are present, the Company estimates the future cash flows for the asset or group of assets. The sum of the undiscounted future cash flows attributable to the asset or group of assets is compared to their carrying amount. The cash flows are estimated utilizing various assumptions regarding future sales and expenses, working capital and proceeds from asset disposals on a basis consistent with the Company’s forecasts. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group. 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.
Income Taxes
The Company accounts for deferred income taxes using the asset and liability approach. Under this approach, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.
The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.
For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate, as well as impact operating results. See Footnote 12 for further information.
Sales of Accounts Receivables
Factored receivables at the end of 2021 associated with the existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $500 million, an increase of approximately $150 million from December 31, 2020. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Consolidated Balance Sheet at the time of the sales transaction. 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 institution as a financing cash flow in the Consolidated Statement of Cash Flows. The Company records the discount as other (income) expense, net in the Consolidated Statement of Operations.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on hand and highly liquid investments that have a maturity of three months or less when purchased. Restricted cash reflects cash received on previously sold customer receivables in connection with the factoring program
that are required to be remitted to a financial institution. Restricted cash is reported as prepaid expenses and other current assets on the Consolidated Balance Sheets.
Accounts Receivable, Net
Accounts receivable, net, include amounts billed and due from customers. Payment terms vary but generally are 90 days or less. An allowance for expected credit losses is based on the amount ultimately expected to be collected from the customer. The Company evaluates the collectability of accounts receivable based on a combination of factors including the length of time the receivables are past due, historical collection experience, current market conditions and forecasted direction of economic and business environment. Accounts deemed uncollectible are written off, net of expected recoveries.
Capitalized Software Costs
The Company capitalizes costs associated with internal-use software during the application development stage after both the preliminary project stage has been completed and the Company’s management has authorized and committed to funding for further project development. Capitalized internal-use software costs include: (i) external direct costs of materials and services consumed in developing or obtaining the software; (ii) payroll and payroll-related costs for employees who are directly associated with and who devote time directly to the project; and (iii) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. The Company expenses as incurred research and development, general and administrative, and indirect costs associated with internal-use software. In addition, the Company expenses as incurred training, maintenance and other internal-use software costs incurred during the post-implementation stage. Costs associated with upgrades and enhancements of internal-use software are capitalized only if such modifications result in additional functionality of the software. The Company amortizes internal-use software costs using the straight-line method over the estimated useful life of the software. Capitalized software costs are evaluated annually for indicators of impairment, including but not limited to a significant change in available technology or the manner in which the software is being used. Impaired items are written down to their estimated fair values.
Capitalized implementation costs for certain qualified Software-as-a-Service (“SaaS”) arrangements are also subject to the same accounting criteria described above, when the Company does not own the intellectual property for the software license used in the arrangement. SaaS arrangements are included in prepaid expenses and other current assets and other assets in the Consolidated Balance Sheets. The straight-line amortization of these costs is presented along with the fees related to the hosted cloud computing service in the Consolidated Statements of Operations.
Product Liability Reserves
The Company has a self-insurance program for product liability that includes reserves for self-retained losses and certain excess and aggregate risk transfer insurance. The Company uses historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs in determining required product liability reserves. The Company’s actuarial evaluation methods take into account claims incurred but not reported when determining the Company’s product liability reserve. While the Company believes that it has adequately reserved for these claims, the ultimate outcome of these matters may exceed the amounts recorded by the Company, and such additional losses may be material to the Company’s Consolidated Financial Statements.
Product Warranties
In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience.
Advertising Costs
The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place, and the Company expenses all other advertising and marketing costs when incurred. Advertising and promotion costs are recorded in selling, general and administrative expenses (“SG&A”) and totaled $407 million, $362 million and $389 million in 2021, 2020 and 2019, respectively.
Research and Development Costs
Research and development costs relating to both future and current products are charged to SG&A as incurred. These costs totaled $153 million, $144 million and $149 million in 2021, 2020 and 2019, respectively.
Other Significant Accounting Policies
Other significant accounting policies are disclosed as follows:
•Discontinued Operations - Footnote 2
•Restructuring – Footnote 4
•Inventory – Footnote 5
•Property, Plant and Equipment – Footnote 6
•Derivative Instruments – Footnote 10
•Foreign Currency Operations – Footnote 10
•Pensions and Postretirement Benefits – Footnote 11
•Leases – Footnote 13
•Share-Based Compensation – Footnote 15
•Legal and Environmental Reserves – Footnote 18
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope. ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating the potential effects of the adoption of ASU 2020-04.
Adoption of New Accounting Guidance
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740), which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 became effective for years, and interim periods within those years, beginning after December 15, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 clarifies the accounting treatment for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 is effective for public business entities for years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2018-15 prospectively to all implementation costs incurred after January 1, 2020, the date of adoption. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.” ASU 2018-14 modifies disclosure requirements for defined benefit pension and other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. As ASU 2018-14 only impacts the disclosure requirements related to defined benefit pension and other postretirement plans, the adoption of ASU 2018-14 did not have a material impact on the Company’s consolidated financial statements.
Footnote 2 — Discontinued Operations and Divestitures
Discontinued Operations
In July 2019, the Company announced its decision to no longer pursue the sale of the majority of the Rubbermaid Outdoor, Closet, Refuse, Garage and Cleaning businesses (“Commercial Products”). The decision to keep Commercial Products was based on the strength of the brand, its competitive position in a large and growing category, and track record of cash flow generation, revenue growth and margin expansion. Management believes that retaining this business will further enhance the value creation opportunity for the Company. In October 2019, the Company decided to no longer pursue the sale of the Mapa/Spontex and Quickie businesses. The decision to keep these businesses was based on their financial profile, relative to expected sales proceeds.
At December 31, 2019, the Rubbermaid Outdoor, Closet, Refuse, Garage and Cleaning businesses and the Mapa/Spontex and Quickie businesses (collectively referred to as the “Commercial Business”) were no longer classified as held for sale in the Company's Consolidated Balance Sheets nor as discontinued operations in the Company's Consolidated Statement of Operations. These businesses are reported in the Commercial Solutions segment for all periods presented.
The following table provides a summary of amounts included in discontinued operations for the year ended December 31, 2019 (in millions):
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|
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|
|
|
|
Net sales
|
|
|
|
|
$
|
368
|
|
Cost of products sold
|
|
|
|
|
266
|
|
Gross profit
|
|
|
|
|
102
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|
Selling, general and administrative expenses
|
|
|
|
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48
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|
|
|
|
|
|
|
Impairment of goodwill, intangibles and other assets
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|
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|
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112
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Operating loss
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|
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|
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(58)
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Non-operating income, net (1)
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10
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|
Loss before income taxes
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|
|
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(48)
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Income tax provision
|
|
|
|
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31
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Net loss
|
|
|
|
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$
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(79)
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|
(1)Includes gains on sale of discontinued operations of $7 million.
Divestitures
2020
On August 31, 2020, the Company divested the foam board product line in its Learning and Development segment. As a result, the Company recorded a pre-tax loss of $8 million, which is included in other (income) expense, net in the Consolidated Statements of Operations.
2019
On May 1, 2019, the Company sold its Rexair business to investment funds affiliated with Rhône Capital for approximately $235 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax gain of $2 million, which is included in the loss from discontinued operations.
On May 1, 2019, the Company sold its Process Solutions business to an affiliate of One Rock Capital Partners, LLC, for approximately $500 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax loss of $7 million, which is included in the loss from discontinued operations.
On December 31, 2019, the Company sold The United States Playing Card Company and certain other subsidiaries engaged in the playing cards business to Cartamundi Inc. and Cartamundi España S.L. for $220 million, subject to customary working capital and other post-closing adjustments. As a result, during 2019, the Company recorded a pre-tax loss of $5 million, which is included in the loss from discontinued operations.
During 2019 the Company recorded impairment charges of $112 million, which is included in the loss from discontinued operations related to the write-down of the carrying value of certain held for sale businesses based on their estimated fair value.
Footnote 3 — Accumulated Other Comprehensive Income (Loss)
The following tables display the components of accumulated other comprehensive income (loss) (“AOCL”), net of tax, as of and for the years ended December 31, 2021 and 2020 (in millions):
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Cumulative
Translation
Adjustment
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Pension and Postretirement Cost
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Derivative Financial Instruments
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AOCL
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Balance at December 31, 2019
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$
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(479)
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$
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(399)
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$
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(42)
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$
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(920)
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Other comprehensive income (loss) before reclassifications
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(2)
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|
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(4)
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3
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|
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(3)
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Amounts reclassified to earnings
|
—
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47
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|
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(4)
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|
|
43
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|
Net current period other comprehensive income (loss)
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(2)
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|
|
43
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|
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(1)
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|
40
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Balance at December 31, 2020
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$
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(481)
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|
|
$
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(356)
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|
|
$
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(43)
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|
|
$
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(880)
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Other comprehensive income (loss) before reclassifications
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(94)
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|
|
46
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|
|
11
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|
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(37)
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Amounts reclassified to earnings
|
—
|
|
|
18
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|
|
17
|
|
|
35
|
|
Net current period other comprehensive income (loss)
|
(94)
|
|
|
64
|
|
|
28
|
|
|
(2)
|
|
Balance at December 31, 2021
|
$
|
(575)
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|
|
$
|
(292)
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|
|
$
|
(15)
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|
|
$
|
(882)
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|
Reclassifications from AOCL to the results of operations for the years ended December 31, were pre-tax (income) expense of (in millions):
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|
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2021
|
|
2020
|
|
2019
|
Pension and postretirement benefit plans (1)
|
$
|
23
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|
|
$
|
72
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|
|
$
|
9
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|
Derivative financial instruments for effective cash flow hedges (2)
|
23
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|
|
(6)
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(7)
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|
(1)See Footnote 11 for further information.
(2)See Footnote 10 for further information.
The income tax provision (benefit) allocated to the components of AOCL for the years ended December 31, are as follows (in millions):
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2021
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2020
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|
2019
|
Foreign currency translation adjustments
|
$
|
20
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|
|
$
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(28)
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|
|
$
|
—
|
|
Unrecognized pension and postretirement costs
|
20
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|
|
23
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|
|
—
|
|
Derivative financial instruments
|
9
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|
|
(1)
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|
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(3)
|
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Income tax provision (benefit) related to AOCL
|
$
|
49
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|
|
$
|
(6)
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|
|
$
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(3)
|
|
Footnote 4 — Restructuring
The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs and other exit costs associated with restructuring activities. The Company's accrual for severance and other employee separation costs depends on whether the costs result from an ongoing severance plan or are one-time costs. The Company accounts for relevant expenses as severance costs when we have an established severance policy, statutory requirements dictate the severance amounts, or if our historical experience is to routinely provide certain benefits to impacted employees. The Company recognizes severance costs when it is probable that benefits will be paid and the amount can be reasonably estimated. The Company estimates one-time severance and other employee costs related to exit and disposal activities not resulting from an ongoing severance plan based on the benefits available to the employees being terminated. The Company recognizes these costs when we identify the specific classification or functions of the employees being terminated, notify the employees who might be included in the termination, and expect to terminate employees within the legally required notification period. When employees are receiving incentives to stay beyond the legally required notification period, we record the cost of their severance over the remaining service period.
Restructuring costs incurred by reportable business segment for all restructuring activities in continuing operations for the years ended December 31, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Commercial Solutions
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Home Appliances
|
4
|
|
|
1
|
|
|
2
|
|
Home Solutions
|
3
|
|
|
10
|
|
|
9
|
|
Learning and Development
|
1
|
|
|
3
|
|
|
6
|
|
Outdoor and Recreation
|
3
|
|
|
2
|
|
|
2
|
|
Corporate
|
1
|
|
|
1
|
|
|
5
|
|
|
$
|
16
|
|
|
$
|
21
|
|
|
$
|
27
|
|
Accrued restructuring costs activity for the year ended December 31, 2021 are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020
|
|
Restructuring Costs, Net
|
|
Payments
|
|
|
|
Foreign Currency and Other
|
|
Balance at December 31, 2021
|
Severance and termination costs
|
$
|
7
|
|
|
$
|
13
|
|
|
$
|
(12)
|
|
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Contract termination and other costs
|
4
|
|
|
3
|
|
|
(4)
|
|
|
|
|
(1)
|
|
|
2
|
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
(16)
|
|
|
|
|
$
|
(1)
|
|
|
$
|
10
|
|
Accrued restructuring costs activity for the year ended December 31, 2020 are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
Restructuring Costs, Net
|
|
Payments
|
|
|
|
Foreign Currency and Other
|
|
Balance at December 31, 2020
|
Severance and termination costs
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
(18)
|
|
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Contract termination and other costs
|
12
|
|
|
6
|
|
|
(9)
|
|
|
|
|
(5)
|
|
|
4
|
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
(27)
|
|
|
|
|
$
|
(5)
|
|
|
$
|
11
|
|
2020 Restructuring Plan
The Company’s 2020 restructuring plan, which was initiated during the second quarter of 2020 largely in response to the impact of the COVID-19 pandemic, was designed to reduce overhead costs, streamline certain underperforming operations and improve future profitability. The restructuring costs, which impact all segments, include employee-related costs, including severance and other termination benefits. In connection with the program, the Company incurred cumulative charges of $29 million since inception, $10 million and $19 million for the years ended December 31, 2021 and 2020, respectively. This restructuring program is substantially complete at the end of 2021 and all cash payments are expected to be paid within one year of charges incurred.
Accelerated Transformation Plan
The Company’s Accelerated Transformation Plan (“ATP”), which was completed at the end of 2019, was designed in part, to divest the Company’s non-core consumer businesses and focus on the realignment of the Company’s management structure and overall cost structure as a result of the completed divestitures. Restructuring costs associated with the ATP included employee-related costs, including severance, retirement and other termination benefits, as well as contract termination costs and other costs. The Company recorded charges of $2 million related to the ATP during 2020. Restructuring charges incurred during 2019 are primarily related to the ATP.
Other Restructuring-Related Costs
The Company regularly incurs other restructuring and restructuring-related costs in connection with various discrete initiatives, including certain costs associated with Project Ovid. Restructuring-related costs are recorded in cost of products sold and SG&A in the Consolidated Statements of Operations based on the nature of the underlying costs incurred.
Footnote 5 — Inventories
Inventories are stated at the lower of cost or net realizable value using the last-in, first-out (“LIFO”) or first-in, first-out (“FIFO”) methods. The Company reduces its inventory value for estimated obsolete and slow-moving inventory in an amount equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.
The components of inventories were as follows at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Raw materials and supplies
|
$
|
310
|
|
|
$
|
252
|
|
Work-in-process
|
167
|
|
|
157
|
|
Finished products
|
1,520
|
|
|
1,229
|
|
|
$
|
1,997
|
|
|
$
|
1,638
|
|
Inventory costs include direct materials, direct labor and manufacturing overhead, or when finished goods are sourced, the cost is the amount paid to the third party. Approximately 22.5% and 24.9% of gross inventory costs at December 31, 2021 and 2020, respectively, were determined by the LIFO method; for the balance, cost was determined using the FIFO method. Inventory accounted for under the LIFO method would increase by $90 million and $23 million at December 31, 2021 and 2020, respectively, if the LIFO inventory were valued under the FIFO method. The pre-tax expense from continuing operations recognized by the Company related to the liquidation of LIFO-based inventories were immaterial in 2021 and 2020, and $3 million in 2019.
Footnote 6 — Property, Plant and Equipment, Net
Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred. Depreciation expense is calculated principally on the straight-line basis. Useful lives determined by the Company are as follows: buildings and improvements (20 - 40 years) and machinery and equipment (3 - 15 years).
Property, plant and equipment, net, consisted of the following at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Land
|
$
|
82
|
|
|
$
|
86
|
|
Buildings and improvements
|
678
|
|
|
664
|
|
Machinery and equipment
|
2,387
|
|
|
2,314
|
|
|
3,147
|
|
|
3,064
|
|
Less: Accumulated depreciation
|
(1,943)
|
|
|
(1,888)
|
|
|
$
|
1,204
|
|
|
$
|
1,176
|
|
Depreciation expense for continuing operations was $205 million, $200 million and $254 million in 2021, 2020 and 2019, respectively. There was no depreciation expense for discontinued operations in 2019.
During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its asset groups as a result of the COVID-19 pandemic. Pursuant to the authoritative accounting literature, the Company compared the sum of the undiscounted future cash flows attributable to the asset or group of assets (the lowest level for which identifiable cash flows are available) to their respective carrying amount and recorded a non-cash impairment charge of approximately $1 million during the year ended December 31, 2020, in the Home Solutions segment associated with its Yankee Candle retail store business. The impairment charge was calculated by subtracting the estimated fair value of the asset group from its carrying value. See Footnote 1 for further information.
During 2019, the Company decided not to sell the Commercial Business and reclassified the business from held for sale to held and used. The Company measured the business at the lower of its (i) carrying amount before it was classified as held for sale, adjusted for depreciation and amortization expense that would have been recognized had the Commercial Business been continuously classified as held and used, or (ii) fair value at the date the decision not to sell was made. The Company recorded a charge of $50 million in 2019 relating to the amount of depreciation expense that would have been recorded in prior periods had the Commercial Business been continuously classified as held and used.
Footnote 7 — Goodwill and Other Intangible Assets, Net
A summary of changes in the Company’s goodwill by reportable business segment is as follows for 2021 and 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
Segments:
|
|
Net Book Value at December 31, 2020
|
|
|
|
|
|
Foreign
Exchange
|
|
Gross
Carrying
Amount
|
|
Accumulated
Impairment
Charges
|
|
Net Book
Value
|
Commercial Solutions
|
|
$
|
747
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
1,241
|
|
|
$
|
(494)
|
|
|
$
|
747
|
|
Home Appliances
|
|
—
|
|
|
|
|
|
|
—
|
|
|
569
|
|
|
(569)
|
|
|
—
|
|
Home Solutions
|
|
164
|
|
|
|
|
|
|
—
|
|
|
2,567
|
|
|
(2,403)
|
|
|
164
|
|
Learning and Development
|
|
2,642
|
|
|
|
|
|
|
(49)
|
|
|
3,439
|
|
|
(846)
|
|
|
2,593
|
|
Outdoor and Recreation
|
|
—
|
|
|
|
|
|
|
—
|
|
|
788
|
|
|
(788)
|
|
|
—
|
|
|
|
$
|
3,553
|
|
|
|
|
|
|
$
|
(49)
|
|
|
$
|
8,604
|
|
|
$
|
(5,100)
|
|
|
$
|
3,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
Segments:
|
|
Net Book Value at December 31, 2019
|
|
Other
Adjustments
(1)
|
|
Impairment
Charges
(2)
|
|
Foreign
Exchange
|
|
Gross
Carrying
Amount
|
|
Accumulated
Impairment
Charges
|
|
Net Book
Value
|
Commercial Solutions
|
|
$
|
747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,241
|
|
|
$
|
(494)
|
|
|
$
|
747
|
|
Home Appliances
|
|
200
|
|
|
—
|
|
|
(200)
|
|
|
—
|
|
|
569
|
|
|
(569)
|
|
|
—
|
|
Home Solutions
|
|
176
|
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
2,567
|
|
|
(2,403)
|
|
|
164
|
|
Learning and Development
|
|
2,586
|
|
|
(3)
|
|
|
—
|
|
|
59
|
|
|
3,488
|
|
|
(846)
|
|
|
2,642
|
|
Outdoor and Recreation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
788
|
|
|
(788)
|
|
|
—
|
|
|
|
$
|
3,709
|
|
|
$
|
(3)
|
|
|
$
|
(212)
|
|
|
$
|
59
|
|
|
$
|
8,653
|
|
|
$
|
(5,100)
|
|
|
$
|
3,553
|
|
(1)During the third quarter of 2020, the Company divested a product line in its Learning and Development segment and allocated $3 million of reporting unit goodwill to the calculation of loss on disposal of business. See Footnote 2 for further information.
(2)During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units as a result of the COVID-19 global pandemic. Pursuant to the authoritative literature, the Company performed an impairment test and determined that goodwill associated with its Home Appliances and Food reporting units were fully impaired and recorded a non-cash charge of $212 million to reduce the reporting units' goodwill to zero. See Footnote 1 for further information.
The impairment charges for the acquired intangible assets were recorded in the Company’s reporting segments as follows for the years ended December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 (1)
|
|
2020 (2)
|
|
2019 (3)
|
Impairment of acquired intangible assets
|
|
|
|
|
|
Commercial Solutions
|
$
|
29
|
|
|
$
|
320
|
|
|
$
|
152
|
|
Home Appliances
|
—
|
|
|
87
|
|
|
607
|
|
Home Solutions
|
—
|
|
|
290
|
|
|
152
|
|
Learning and Development
|
31
|
|
|
100
|
|
|
24
|
|
Outdoor and Recreation
|
—
|
|
|
482
|
|
|
118
|
|
|
$
|
60
|
|
|
$
|
1,279
|
|
|
$
|
1,053
|
|
(1)During the fourth quarter of 2021, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charges of $60 million associated with tradenames in the Commercial Solution and Learning and Development segments, as the carrying values exceeded the fair values, reflecting a downward revision of future expected cash flows, which include the impact of the COVID-19 global pandemic. Further impairments may occur if future expected cash flows are not achieved.
(2)During the fourth quarter of 2020, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $20 million associated with a tradename in the Learning and Development segment, as its carrying value exceeded its fair value. The impairment reflected a downward revision of forecasted results due to the impact of the delayed and limited re-opening of schools and offices as a result of the COVID-19 global pandemic, as well as the continued deterioration in sales for slime-related adhesive products. During the first quarter of 2020, as a result of the impairment testing performed in connection with COVID-19 pandemic triggering event, the Company determined that certain of its indefinite-lived intangible assets in all of its operating segments were impaired and recorded non-cash impairment charges of $1.3 billion to reflect the impairment of these indefinite-lived tradenames because their carrying values exceeded their fair values.
(3)The carrying value of certain Home Appliances tradenames exceeded their fair value primarily due to the announced tariffs on Chinese imports, as well as a decline in sales volume due to a loss in market share for certain appliance categories driven by the success of newly launched competitive products. Both of these factors resulted in downward revisions to forecasted results. In 2019, the Company recorded impairment charges in the Commercial Solution segment to reflect a decrease in the carrying values of Mapa/Spontex and Quickie while these businesses were classified as held for sale. In the Home Solutions segment, the impairment charges relate to certain Home Fragrance trademarks/tradenames. The Home Fragrance business has experienced a shift in product mix, which resulted in a downward revision to forecasted results for one of its tradenames. In the Learning and Development segment, the impairment charge related to certain Writing trademarks/tradenames. The Writing business experienced softening trends in sales of slime-related adhesive products. Related sales of such products during the fourth quarter of 2019 deteriorated at a faster rate than expected, which resulted in a downward revision to forecasted results for one of its tradenames. The carrying value of certain Outdoor and Recreation tradenames exceeded their fair value primarily due to decline in demand for certain products, which resulted in a downward revision of forecasted results.
The table below summarizes the balance of other intangible assets, net and the related amortization periods using the straight-line method and attribution method at December 31, 2021 and 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
December 31, 2020
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
|
Amortization
Periods
(In years)
|
Tradenames - indefinite life
|
$
|
2,219
|
|
|
$
|
—
|
|
|
$
|
2,219
|
|
|
$
|
2,331
|
|
|
$
|
—
|
|
|
$
|
2,331
|
|
|
N/A
|
Tradenames - other
|
159
|
|
|
(65)
|
|
|
94
|
|
|
157
|
|
|
(55)
|
|
|
102
|
|
|
2 - 15
|
Capitalized software
|
631
|
|
|
(495)
|
|
|
136
|
|
|
625
|
|
|
(486)
|
|
|
139
|
|
|
3 - 12
|
Patents and intellectual property
|
22
|
|
|
(14)
|
|
|
8
|
|
|
67
|
|
|
(52)
|
|
|
15
|
|
|
3 - 14
|
Customer relationships and distributor channels
|
1,216
|
|
|
(303)
|
|
|
913
|
|
|
1,259
|
|
|
(282)
|
|
|
977
|
|
|
3 - 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,247
|
|
|
$
|
(877)
|
|
|
$
|
3,370
|
|
|
$
|
4,439
|
|
|
$
|
(875)
|
|
|
$
|
3,564
|
|
|
|
Amortization expense for intangible assets for continuing operations was $120 million, $157 million and $192 million in 2021, 2020 and 2019, respectively.
During 2019, the Company decided not to sell the Commercial Business and reclassified the business from held for sale to held and used. The Company measured the business at the lower of its (i) carrying amount before it was classified as held for sale, adjusted for depreciation and amortization expense that would have been recognized had the Commercial Business been continuously classified as held and used, or (ii) fair value at the date the decision not to sell was made. Accordingly, the Company recorded a charge of $7 million in 2019 relating to the amount of amortization expense that would have been recorded in prior periods had the Commercial Business been continuously classified as held and used.
At December 31, 2021, the aggregate estimated intangible amortization amounts for the succeeding five years are as follows (in millions):
|
|
|
|
|
|
|
|
|
Years ending December 31,
|
|
Amount
|
2022
|
|
$
|
107
|
|
2023
|
|
103
|
|
2024
|
|
90
|
|
2025
|
|
80
|
|
2026
|
|
70
|
|
Thereafter
|
|
701
|
|
Footnote 8 — Other Accrued Liabilities
Other accrued liabilities included the following at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Customer accruals
|
$
|
715
|
|
|
$
|
683
|
|
Accrued self-insurance liabilities, contingencies and warranty
|
125
|
|
|
108
|
|
Operating lease liabilities
|
122
|
|
|
129
|
|
Accrued marketing and freight expenses
|
59
|
|
|
57
|
|
Accrued interest expense
|
56
|
|
|
60
|
|
Accrued income taxes
|
43
|
|
|
66
|
|
Other
|
244
|
|
|
290
|
|
|
$
|
1,364
|
|
|
$
|
1,393
|
|
Customer accruals are promotional allowances and rebates, including cooperative advertising, given to customers in exchange for their selling efforts and volume purchased, as well as allowances for returns. Payments for annual rebates and other customer programs are generally made in the first quarter of the year. Self-insurance liabilities relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs.
Footnote 9 — Debt
The following is a summary of outstanding debt at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
3.15% senior notes due 2021
|
$
|
—
|
|
|
$
|
94
|
|
3.75% senior notes due 2021
|
—
|
|
|
369
|
|
4.00% senior notes due 2022
|
—
|
|
|
250
|
|
3.85% senior notes due 2023
|
1,086
|
|
|
1,090
|
|
4.00% senior notes due 2024
|
200
|
|
|
200
|
|
4.875% senior notes due 2025
|
494
|
|
|
492
|
|
3.90% senior notes due 2025
|
47
|
|
|
47
|
|
4.20% senior notes due 2026
|
1,975
|
|
|
1,973
|
|
5.375% senior notes due 2036
|
417
|
|
|
416
|
|
5.50% senior notes due 2046
|
658
|
|
|
657
|
|
|
|
|
|
|
|
|
|
Other debt
|
9
|
|
|
19
|
|
Total debt
|
4,886
|
|
|
5,607
|
|
Short-term debt and current portion of long-term debt
|
(3)
|
|
|
(466)
|
|
Long-term debt
|
$
|
4,883
|
|
|
$
|
5,141
|
|
Senior Notes
On November 22, 2021, the Company redeemed its 4.00% senior notes due June 2022 (the “June 2022 Notes”) at a redemption price equal to 102% of the outstanding aggregate principal amount of the notes, plus accrued and unpaid interest to the date of the redemption. The total consideration was approximately $259 million, and the Company recorded a debt extinguishment loss of $5 million.
On September 28, 2021, the Company redeemed its 3.75% senior notes due October 2021 (the “October 2021 Notes”) at a redemption price equal to 100% of the outstanding aggregate principal amount of the notes, plus accrued and unpaid interest to the redemption date.
On March 1, 2021, the Company redeemed its 3.15% senior notes due April 2021 (the “April 2021 Notes”) at a redemption price equal to 100% of the outstanding aggregate principal amount of the notes, plus accrued and unpaid interest to the redemption date.
During the first quarter of 2021, the Company repurchased $5 million of the 3.85% senior notes due 2023 at approximately 5% above par value. The total consideration, excluding accrued interests was approximately $5 million. As a result of the partial debt repurchase, the Company recorded an immaterial loss.
As a result of the debt rating downgrades by S&P Global Inc. (“S&P”) and Moody’s Corporation (“Moody’s”) in 2019 and 2020, respectively, certain of the Company’s outstanding senior notes aggregating to approximately $4.2 billion were subject to an interest rate adjustment of 25 basis points for each downgrade, for a total of 50 basis points. This increase to the interest rates of each series of the Company's senior notes subject to adjustment, increased the Company’s annualized interest expense by approximately $21 million. On February 11, 2022, S&P upgraded the Company’s debt rating to “BBB-” from “BB+” as S&P believed the Company has been able to achieve S&P’s target debt level. As a result of this upgrade, the Company will again be in a position to access the commercial paper market, up to a maximum of $800 million provided there is a sufficient amount available for borrowing under the Credit Revolver. In addition, the interest rate on the relevant senior notes will decrease by 25 basis points, reducing the Company’s interest expense by approximately $10 million on an annualized basis (approximately $8 million in 2022).
In connection with the expected sale of CH&S business in the first quarter of 2022, the Company anticipates using after-tax proceeds from the transaction towards the pay down of debt and share repurchases.
Receivables Facility
The Company maintains an Accounts Receivable Securitization Facility (the “Securitization Facility”). The aggregate commitment under the Securitization Facility is $600 million. The Securitization Facility matures in October 2022 and bears interest at a margin over a variable interest rate. The maximum availability under the Securitization Facility fluctuates based on eligible accounts receivable balances. At December 31, 2021, the Company did not have any amounts outstanding under the Securitization Facility.
Revolving Credit Facility
The Company has a $1.25 billion revolving credit facility that matures in December 2023 (the “Credit Revolver”). At December 31, 2021, the Company did not have any amounts outstanding under the Credit Revolver. In addition, there were approximately $22 million of outstanding standby letters of credit issued against the Credit Revolver.
Future Debt Maturities
The Company’s debt maturities for the five years following December 31, 2021 and thereafter are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
|
Thereafter
|
|
Total
|
$3
|
|
$1,090
|
|
$201
|
|
$547
|
|
$1,985
|
|
$1,087
|
|
$4,913
|
Other
The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum interest coverage and maximum debt-to-total-capitalization ratios.
At December 31, 2021 and 2020, unamortized deferred debt issue costs were $24 million and $29 million, respectively. These costs are included in total debt and are being amortized over the respective terms of the underlying debt.
The fair values of the Company’s senior notes are based on quoted market prices and are as follows at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
Senior notes
|
$
|
5,477
|
|
|
$
|
4,877
|
|
|
$
|
6,277
|
|
|
$
|
5,588
|
|
The carrying amounts of all other significant debt approximates fair value.
Net Investment Hedge
The Company previously designated the €300 million principal balance of the 3.75% senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. In conjunction with the redemption of the October 2021 Notes, the Company settled this net investment hedge. At December 31, 2021, $11 million of deferred losses have been recorded in AOCL. See Footnote 10 for disclosures regarding the Company’s derivative financial instruments.
Footnote 10 — Derivatives and Foreign Currency Operations
Derivatives
Derivative financial instruments are generally used to manage certain commodity, interest rate and foreign currency risks. These instruments primarily include interest rate swaps, forward starting interest rate swaps, forward exchange contracts and options. The Company’s forward exchange contracts and options generally do not subject the Company to exchange rate risk because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. However, these instruments, when settled, impact the Company’s cash flows from operations to the extent the underlying transaction being hedged is not simultaneously settled due to an extension, a renewal or otherwise.
On the date when the Company enters into a derivative, the derivative is designated as a hedge of the identified exposure. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis.
Interest Rate Contracts
The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The cash paid and received from the settlement of interest rate swaps is included in interest expense.
Fair Value Hedges
At December 31, 2021, the Company had approximately $100 million notional amount of interest rate swaps that exchange a fixed rate of interest for variable rate (LIBOR) of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against $100 million of principal on the 4.00% senior notes due 2024 for the remaining life of the note. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.
Cross-Currency Contracts
The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. The Company previously entered into two cross-currency swaps, maturing in January and February 2025, respectively, with an aggregate notional amount of $900 million. During the third quarter of 2021, the Company entered into another cross-currency swap with a notional amount of $358 million, maturing in September 2027. Each of these cross-currency swaps were designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the years ended December 31, 2021 and 2020, the Company recognized income of $16 million and $14 million, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.
Foreign Currency Contracts
The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through December 2022. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At December 31, 2021, the Company had approximately $523 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.
The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency
exposure of certain other foreign currency transactions. At December 31, 2021, the Company had approximately $1.6 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through December 2022. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company's Consolidated Statement of Operations.
The following table presents the fair value of derivative financial instruments at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Balance Sheet Location
|
|
Assets (Liabilities)
|
Derivatives designated as effective hedges:
|
|
|
|
|
|
Cash Flow Hedges:
|
|
|
|
|
|
Foreign currency contracts
|
Prepaid expenses and other current assets
|
|
$
|
12
|
|
|
$
|
1
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
(2)
|
|
|
(19)
|
|
Fair Value Hedges:
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
3
|
|
|
7
|
|
|
|
|
|
|
|
Net Investment Hedges:
|
|
|
|
|
|
Cross-currency swaps
|
Prepaid expenses and other current assets
|
|
18
|
|
|
10
|
|
Cross-currency swaps
|
Other noncurrent liabilities
|
|
(41)
|
|
|
(102)
|
|
|
|
|
|
|
|
Derivatives not designated as effective hedges:
|
|
|
|
|
|
Foreign currency contracts
|
Prepaid expenses and other current assets
|
|
7
|
|
|
10
|
|
Foreign currency contracts
|
Other accrued liabilities
|
|
(14)
|
|
|
(17)
|
|
Total
|
|
|
$
|
(17)
|
|
|
$
|
(110)
|
|
The Company recognized income (expense) of $13 million, $(9) million and $(11) million in other (income) expense, net, during 2021, 2020 and 2019, respectively, related to derivatives that are not designated as hedging instruments. Gains and losses on these derivatives are generally offset by foreign currency movement in the underlying exposure.
The Company is not a party to any derivatives that require collateral to be posted prior to settlement.
The following table presents pre-tax gain and (loss) activity for 2021, 2020 and 2019 related to derivative financial instruments designated as effective hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
(in millions)
|
Recognized
in OCL (1)
|
|
Reclassified
from AOCL
to Income
|
|
Recognized
in OCL (1)
|
|
Reclassified
from AOCL
to Income
|
|
Recognized
in OCL (1)
|
|
Reclassified
from AOCL
to Income
|
Interest rate swaps (2)
|
$
|
—
|
|
|
$
|
(6)
|
|
|
$
|
—
|
|
|
$
|
(7)
|
|
|
$
|
—
|
|
|
$
|
(8)
|
|
Foreign currency contracts (3)
|
14
|
|
|
(17)
|
|
|
4
|
|
|
13
|
|
|
(16)
|
|
|
15
|
|
Cross-currency swaps (4)
|
69
|
|
|
—
|
|
|
(92)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
83
|
|
|
$
|
(23)
|
|
|
$
|
(88)
|
|
|
$
|
6
|
|
|
$
|
(16)
|
|
|
$
|
7
|
|
(1)Represents effective portion recognized in Other Comprehensive Loss (“OCL”).
(2)Portion reclassified from AOCL to income recognized in interest expense, net.
(3)Portion reclassified from AOCL to income recognized in net sales and cost of products sold.
(4)Portion reclassified from AOCL to income recognized in other (income) expense, net.
At December 31, 2021, deferred net gains of approximately $12 million within AOCL are expected to be reclassified to earnings over the next twelve months.
Foreign Currency Operations
Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at year-end. The related translation adjustments are made directly to AOCL. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses are included in the results of operations and are generally classified in other (income) expense, net, in the Consolidated Statements of Operations. Foreign currency transaction net losses for 2021, 2020 and 2019 were $5 million, $14 million and $6 million, respectively.
The Company designates certain foreign currency denominated, long-term intercompany financing transactions as being of a long-term investment nature and records gains and losses on the transactions arising from changes in exchange rates as translation adjustments.
Footnote 11 — Employee Benefit and Retirement Plans
The Company and its subsidiaries have noncontributory pension, profit sharing and contributory 401(k) plans covering substantially all of their international and domestic employees. Pension plan benefits are generally based on years of service and/or compensation. The Company’s funding policy is to contribute not less than the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or foreign statutes to ensure that plan assets will be adequate to provide retirement benefits.
The funded status of the Company’s defined benefit pension plans and postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension and postretirement benefit plans, the benefit obligation is the projected benefit obligation (“PBO”), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The fair value of plan assets represents the current market value of assets held for the sole benefit of participants. Over funded plans, with the fair value of plan assets exceeding the benefit obligation, are aggregated and recorded as a prepaid pension asset equal to this excess. Underfunded plans, with the benefit obligation exceeding the fair value of plan assets, are aggregated and recorded as a retirement and postretirement benefit obligation equal to this excess. The current portion of the retirement and postretirement benefit obligations represents the actuarial present value of benefits payable in the next 12 months exceeding the fair value of plan assets, measured on a plan-by-plan basis. This obligation is recorded in other accrued liabilities in the Consolidated Balance Sheets. Net periodic pension and postretirement benefit cost/(income) is recorded in the Consolidated Statements of Operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service costs/(credits) and (gains)/losses previously recognized as a component of AOCL and amortization of the net transition asset remaining in AOCL. The service cost component of net benefit cost is recorded in cost of products sold and SG&A in the Consolidated Statements of Operations (unless eligible for capitalization) based on the employees’ respective functions. The other components of net benefit cost are presented separately from service cost within other (income) expense, net in the Consolidated Income Statement. The amount of AOCL expected to be recognized in pension and postretirement benefit expense for 2022 is $14 million and is substantially comprised of net unrecognized actuarial losses.
(Gains)/losses and prior service costs/(credits) are recognized as a component of OCL in the Consolidated Statements of Comprehensive Income (Loss) as they arise. Those (gains)/losses and prior service costs/(credits) are subsequently recognized as a component of net periodic cost/(income) pursuant to the recognition and amortization provisions of applicable accounting guidance. (Gains)/losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service costs/(credits) represent the cost of benefit changes attributable to prior service granted in plan amendments.
The measurement of benefit obligations and net periodic cost/(income) is based on estimates and assumptions approved by the Company’s management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates.
During the fourth quarter of 2020, the Company entered into an agreement with an insurance company to purchase a group annuity contract to settle approximately $157 million of projected benefit obligations for approximately 44% of the retirees in one of its U.S. defined benefit pension plans. The irrevocable transaction for the transfer of pension liability to the insurance company was funded with the plan’s existing assets. Payments from the insurance company to the beneficiaries commenced on January 1, 2021. In 2020, in connection with this transaction, the Company recorded a pre-tax settlement loss to reclassify approximately $49 million into earnings from AOCL.
The Company has a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified defined benefit and defined contribution plan pursuant to which the Company will pay supplemental benefits to certain key employees upon retirement based upon the employees’ years of service and compensation. The SERP is primarily funded through a trust agreement with a trustee that owns life insurance policies on both active and former key employees with aggregate net death benefits of $304 million. At December 31, 2021 and 2020, the life insurance contracts were accounted for using the investment method and had a cash surrender value of $142 million and $137 million, respectively, and are included in other assets in the Consolidated Balance Sheets. All premiums paid and proceeds received associated with the life insurance policies are included as investing activities in the Consolidated Statements of Cash Flows. The projected benefit obligation was $109 million and $119 million at December 31, 2021 and 2020, respectively. The SERP liabilities are included in the pension table below; however, the value of the Company’s investments in the life insurance contracts, cash and mutual funds are excluded from the table, as they do not qualify as plan assets.
The Company’s matching contributions to the Company's contributory 401(k) plans were $36 million, $35 million and $32 million for 2021, 2020 and 2019, respectively.
Defined Benefit Pension Plans
The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s noncontributory defined benefit pension plans, including the SERP, at December 31, (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
United States
|
|
International
|
|
|
|
|
Change in benefit obligation:
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Benefit obligation at beginning of year
|
$
|
1,357
|
|
|
$
|
1,449
|
|
|
$
|
668
|
|
|
$
|
626
|
|
|
$
|
51
|
|
|
$
|
52
|
|
Service cost
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Interest cost
|
20
|
|
|
35
|
|
|
6
|
|
|
9
|
|
|
1
|
|
|
1
|
|
Actuarial (gain) loss
|
(53)
|
|
|
133
|
|
|
(14)
|
|
|
29
|
|
|
(7)
|
|
|
2
|
|
Amendments
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Currency translation
|
—
|
|
|
—
|
|
|
(16)
|
|
|
29
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(86)
|
|
|
(95)
|
|
|
(25)
|
|
|
(21)
|
|
|
(4)
|
|
|
(4)
|
|
Acquisitions and dispositions, net
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Curtailments, settlements and other
|
—
|
|
|
(167)
|
|
|
(1)
|
|
|
(9)
|
|
|
—
|
|
|
—
|
|
Benefit obligation at end of year (1)
|
$
|
1,238
|
|
|
$
|
1,357
|
|
|
$
|
623
|
|
|
$
|
668
|
|
|
$
|
41
|
|
|
$
|
51
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
1,161
|
|
|
1,228
|
|
|
627
|
|
|
580
|
|
|
—
|
|
|
—
|
|
Actual return (loss) on plan assets
|
48
|
|
|
178
|
|
|
(7)
|
|
|
47
|
|
|
—
|
|
|
—
|
|
Contributions
|
10
|
|
|
17
|
|
|
10
|
|
|
8
|
|
|
4
|
|
|
4
|
|
Currency translation
|
—
|
|
|
—
|
|
|
(9)
|
|
|
22
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(86)
|
|
|
(95)
|
|
|
(25)
|
|
|
(21)
|
|
|
(4)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements and other
|
—
|
|
|
(167)
|
|
|
(1)
|
|
|
(9)
|
|
|
—
|
|
|
—
|
|
Fair value of plan assets at end of year
|
$
|
1,133
|
|
|
$
|
1,161
|
|
|
$
|
595
|
|
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(105)
|
|
|
$
|
(196)
|
|
|
$
|
(28)
|
|
|
$
|
(41)
|
|
|
$
|
(41)
|
|
|
$
|
(51)
|
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost, included in other assets
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued current benefit cost—other accrued liabilities
|
(11)
|
|
|
(11)
|
|
|
(4)
|
|
|
(5)
|
|
|
(5)
|
|
|
(5)
|
|
Accrued noncurrent benefit cost— other noncurrent liabilities
|
(123)
|
|
|
(185)
|
|
|
(126)
|
|
|
(140)
|
|
|
(36)
|
|
|
(46)
|
|
Net amount recognized
|
$
|
(105)
|
|
|
$
|
(196)
|
|
|
$
|
(28)
|
|
|
$
|
(41)
|
|
|
$
|
(41)
|
|
|
$
|
(51)
|
|
Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
2.64
|
%
|
|
2.16
|
%
|
|
1.60
|
%
|
|
1.22
|
%
|
|
2.34
|
%
|
|
1.80
|
%
|
Long-term rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
2.25
|
%
|
|
2.18
|
%
|
|
—
|
%
|
|
—
|
%
|
Current health care cost trend rates
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.21
|
%
|
|
6.48
|
%
|
Ultimate health care cost trend rates
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
(1)The accumulated benefit obligation for all defined benefit pension plans was $1.9 billion and $2.0 billion at December 31, 2021 and 2020, respectively.
There are no plan assets associated with the Company’s postretirement benefit plans.
The current healthcare cost trend rate gradually declines through 2038 to the ultimate trend rate and remains level thereafter.
Summary of under-funded or non-funded pension benefit plans with projected benefit obligations in excess of plan assets at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
2021
|
|
2020
|
Projected benefit obligation
|
$
|
469
|
|
|
$
|
1,721
|
|
Fair value of plan assets
|
205
|
|
|
1,380
|
|
Summary of pension plans with accumulated obligations in excess of plan assets at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
2021
|
|
2020
|
Accumulated benefit obligation
|
$
|
454
|
|
|
$
|
1,711
|
|
Fair value of plan assets
|
205
|
|
|
1,380
|
|
Pension and Postretirement Benefit Expense
The components of pension and postretirement benefit expense for the periods indicated are as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
United States
|
|
International
|
|
2021
|
|
2020
|
|
2019
|
|
2021
|
|
2020
|
|
2019
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
6
|
|
Interest cost
|
20
|
|
|
35
|
|
|
49
|
|
|
6
|
|
|
9
|
|
|
13
|
|
Expected return on plan assets
|
(51)
|
|
|
(59)
|
|
|
(59)
|
|
|
(3)
|
|
|
(6)
|
|
|
(13)
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Net actuarial loss
|
22
|
|
|
23
|
|
|
15
|
|
|
3
|
|
|
3
|
|
|
2
|
|
Curtailment, settlement and termination costs
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total expense
|
$
|
(9)
|
|
|
$
|
51
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
9
|
|
Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average assumption used to calculate net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
Effective discount rate for benefit obligations
|
2.16
|
%
|
|
3.06
|
%
|
|
4.12
|
%
|
|
1.22
|
%
|
|
1.79
|
%
|
|
2.52
|
%
|
Effective rate for interest on benefit obligations
|
1.54
|
%
|
|
2.65
|
%
|
|
3.79
|
%
|
|
0.92
|
%
|
|
1.55
|
%
|
|
2.20
|
%
|
Effective rate for service cost
|
2.63
|
%
|
|
3.43
|
%
|
|
3.93
|
%
|
|
0.71
|
%
|
|
0.92
|
%
|
|
1.89
|
%
|
Effective rate for interest on service cost
|
2.61
|
%
|
|
3.41
|
%
|
|
3.62
|
%
|
|
0.54
|
%
|
|
0.75
|
%
|
|
2.24
|
%
|
Long-term rate of return on plan assets
|
5.25
|
%
|
|
5.50
|
%
|
|
5.25
|
%
|
|
0.51
|
%
|
|
1.08
|
%
|
|
2.47
|
%
|
Long-term rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
2.18
|
%
|
|
2.32
|
%
|
|
2.32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits
|
|
2021
|
|
2020
|
|
2019
|
|
|
|
|
|
|
Interest cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Amortization:
|
|
|
|
|
|
Prior service credit
|
—
|
|
|
(2)
|
|
|
(5)
|
|
Net actuarial gain
|
(3)
|
|
|
(4)
|
|
|
(4)
|
|
Total income
|
$
|
(2)
|
|
|
$
|
(5)
|
|
|
$
|
(7)
|
|
|
|
|
|
|
|
Assumptions
|
|
|
|
|
|
Weighted average assumption used to calculate net periodic cost:
|
|
|
|
|
|
Effective discount rate for benefit obligations
|
1.80
|
%
|
|
2.80
|
%
|
|
3.90
|
%
|
Effective rate for interest on benefit obligations
|
1.18
|
%
|
|
2.41
|
%
|
|
2.71
|
%
|
Effective rate for service cost
|
1.32
|
%
|
|
2.52
|
%
|
|
2.97
|
%
|
Effective rate for interest on service cost
|
1.02
|
%
|
|
2.27
|
%
|
|
2.78
|
%
|
The components of net periodic pension and postretirement costs other than the service cost component are included in other (income) expense, net in the Consolidated Statements of Operations.
Plan Assets
The Company employs a total return investment approach for its pension plans whereby a mix of equities and fixed income investments are used to optimize the long-term return of pension plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the Company’s financial condition. The domestic investment portfolios contain a diversified blend of equity and fixed-income investments. The domestic 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. The domestic fixed income investments are primarily comprised of investment-grade and high-yield securities through investments in corporate and government bonds, government agencies and asset-backed securities. The Level 1 investments are primarily based upon quoted market prices. The domestic Level 3 investments are primarily comprised of insurance contracts valued at contract value. The investments excluded from the fair value hierarchy are net asset value-based (“NAV-based”) hedge fund investments that generally have a redemption frequency of 90 days or less, with various redemption notice periods that are generally less than a month. The notice periods for certain investments may vary based on the size of the redemption. The international Level 2 investments are primarily comprised of insurance contracts whose fair values are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities. The international Level 3 investments are primarily comprised of insurance contracts valued at contract value. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.
The expected long-term rate of return for plan assets is based upon many factors, including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The expected long-term rate of return is adjusted when there are fundamental changes in expected returns on the Company’s defined benefit pension plan’s investments. The target asset allocations for the Company’s domestic pension plans may vary by plan, based in part on plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 10% to 30%; fixed income approximately 70% to 90%; and cash, alternative investments and other, approximately zero to 10% at December 31, 2021. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions. The Company maintains numerous international defined benefit pension plans. The asset allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile.
The composition of domestic pension plan assets at December 31, 2021 and 2020 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets — Domestic Plans
|
|
|
December 31, 2021
|
|
|
Fair Value Measurements
|
|
|
|
|
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based assets
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities and funds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220
|
|
|
$
|
220
|
|
Fixed income securities and funds
|
|
455
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
403
|
|
|
858
|
|
Alternative investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
Cash and other
|
|
19
|
|
|
13
|
|
|
1
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Total
|
|
$
|
474
|
|
|
$
|
13
|
|
|
$
|
1
|
|
|
$
|
488
|
|
|
$
|
645
|
|
|
$
|
1,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets — Domestic Plans
|
|
|
December 31, 2020
|
|
|
Fair Value Measurements
|
|
|
|
|
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based assets
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities and funds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
273
|
|
Fixed income securities and funds
|
|
441
|
|
|
—
|
|
|
—
|
|
|
441
|
|
|
319
|
|
|
760
|
|
Alternative investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
104
|
|
Cash and other
|
|
8
|
|
|
15
|
|
|
1
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Total
|
|
$
|
449
|
|
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
465
|
|
|
$
|
696
|
|
|
$
|
1,161
|
|
The composition of international pension plan assets at December 31, 2021 and 2020 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets — International Plans
|
|
|
December 31, 2021
|
|
|
Fair Value Measurements
|
|
|
|
|
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based assets
|
|
Total
|
Equity securities and funds
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Fixed income securities and funds
|
|
314
|
|
|
4
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
318
|
|
Cash and other
|
|
22
|
|
|
240
|
|
|
8
|
|
|
270
|
|
|
—
|
|
|
270
|
|
Total
|
|
$
|
340
|
|
|
$
|
247
|
|
|
$
|
8
|
|
|
$
|
595
|
|
|
$
|
—
|
|
|
$
|
595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets — International Plans
|
|
|
December 31, 2020
|
|
|
Fair Value Measurements
|
|
|
|
|
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Subtotal
|
|
NAV-based assets
|
|
Total
|
Equity securities and funds
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Fixed income securities and funds
|
|
262
|
|
|
3
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
265
|
|
Cash and other
|
|
4
|
|
|
234
|
|
|
9
|
|
|
247
|
|
|
109
|
|
|
356
|
|
Total
|
|
$
|
269
|
|
|
$
|
240
|
|
|
$
|
9
|
|
|
$
|
518
|
|
|
$
|
109
|
|
|
$
|
627
|
|
A reconciliation of the change in fair value of the defined benefit plans’ assets using significant unobservable inputs (Level 3) for 2021 and 2020 is as follows (in millions):
|
|
|
|
|
|
|
Total
|
Balance December 31, 2019
|
$
|
9
|
|
|
|
Unrealized gains
|
1
|
|
|
|
Balance December 31, 2020
|
10
|
|
|
|
Unrealized losses
|
(1)
|
|
|
|
Balance December 31, 2021
|
$
|
9
|
|
Contributions and Estimated Future Benefit Payments
During 2022, the Company expects to make cash contributions of approximately $16 million and $7 million to its domestic and international defined benefit plans, respectively.
Estimated future benefit payments under the Company’s defined benefit pension plans and postretirement benefit plans are as follows at December 31, 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
|
Thereafter
|
Pension benefits
|
$
|
111
|
|
|
$
|
109
|
|
|
$
|
109
|
|
|
$
|
107
|
|
|
$
|
107
|
|
|
$
|
515
|
|
Postretirement benefits
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
13
|
|
U.K. Defined Benefit Plan Buy-in
In February of 2022, the Company entered into an agreement with an insurance company for a bulk annuity purchase or “buy-in” for one of its U.K. defined benefit pension plans, resulting in an exchange of plan assets for an annuity that matches the plan’s future projected benefit obligations to covered participants. The Company anticipates the “buy-out” for the plan to be completed by the end of 2022 or early 2023.
Footnote 12 — Income Taxes
The components of income (loss) before income taxes for the years ended December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Domestic
|
|
$
|
(420)
|
|
|
$
|
(928)
|
|
|
$
|
(1,249)
|
|
Foreign
|
|
1,113
|
|
|
(78)
|
|
|
397
|
|
Total
|
|
$
|
693
|
|
|
$
|
(1,006)
|
|
|
$
|
(852)
|
|
|
|
|
|
|
|
|
The provision for income taxes consists of the following for the years ended December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Current:
|
|
|
|
|
|
Federal
|
$
|
48
|
|
|
$
|
(50)
|
|
|
$
|
8
|
|
State
|
17
|
|
|
1
|
|
|
11
|
|
Foreign
|
97
|
|
|
74
|
|
|
42
|
|
Total current
|
162
|
|
|
25
|
|
|
61
|
|
Deferred:
|
|
|
|
|
|
Federal
|
(39)
|
|
|
(136)
|
|
|
(355)
|
|
State
|
(24)
|
|
|
(33)
|
|
|
(63)
|
|
Foreign
|
22
|
|
|
(92)
|
|
|
(650)
|
|
Total deferred
|
(41)
|
|
|
(261)
|
|
|
(1,068)
|
|
Total income tax provision (benefit)
|
121
|
|
|
(236)
|
|
|
(1,007)
|
|
Total income tax provision - discontinued operations
|
—
|
|
|
—
|
|
|
31
|
|
Total income tax provision (benefit) - continuing operations
|
$
|
121
|
|
|
$
|
(236)
|
|
|
$
|
(1,038)
|
|
A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis is as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
Add (deduct) effect of:
|
|
|
|
|
|
State income taxes, net of federal income tax effect
|
(0.9)
|
|
|
2.4
|
|
|
3.8
|
|
U.S. foreign inclusions and foreign tax credit (1)
|
3.9
|
|
|
3.6
|
|
|
(1.6)
|
|
Foreign rate differential
|
(12.7)
|
|
|
2.7
|
|
|
4.9
|
|
Change in uncertain tax positions
|
0.1
|
|
|
4.5
|
|
|
5.9
|
|
Change in valuation allowance reserve
|
(4.2)
|
|
|
3.0
|
|
|
(5.9)
|
|
|
|
|
|
|
|
Impairments
|
—
|
|
|
(4.4)
|
|
|
(3.3)
|
|
|
|
|
|
|
|
Capital loss
|
(2.3)
|
|
|
3.0
|
|
|
25.4
|
|
Reversal of outside basis difference
|
0.4
|
|
|
(5.2)
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible compensation
|
0.4
|
|
|
(1.2)
|
|
|
(1.6)
|
|
|
|
|
|
|
|
Other taxes
|
1.4
|
|
|
(0.9)
|
|
|
1.6
|
|
U.S. income inclusions on asset transfers
|
12.2
|
|
|
(6.9)
|
|
|
(2.2)
|
|
Outbound transfer of U.S. assets (2)
|
—
|
|
|
—
|
|
|
70.5
|
|
Other
|
(1.9)
|
|
|
1.9
|
|
|
3.0
|
|
Effective rate
|
17.4
|
%
|
|
23.5
|
%
|
|
121.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The Company accounts for tax on global intangible low-taxed income (“GILTI”) as a period cost and the effects are included herein.
(2)In connection with the Company's execution to rationalize its legal entities along with centralizing the ownership of certain intellectual property rights for its comprehensive management and protection, the Company transferred these intellectual property rights to a wholly-owned subsidiary, which resulted in the creation of deferred tax assets and a corresponding income tax benefit of $522 million for the year ended December 31, 2019.
At December 31, 2021, the Company has accumulated unremitted earnings generated by our foreign subsidiaries of approximately $6.0 billion. A portion of these earnings were subject to U.S. federal taxation with the one-time toll charge. The Company does not assert indefinite reinvestment on a portion of its unremitted earnings of certain foreign subsidiaries as of December 31, 2021 and is recognizing deferred income taxes of approximately $9 million, primarily related to the future withholding tax effects of those
unremitted foreign earnings. With respect to unremitted earnings of $6.0 billion and any other additional outside basis differences where the Company is continuing to assert indefinite reinvestment, any future reversals could be subject to additional foreign withholding taxes, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects on any future repatriations of the unremitted earnings. The determination of any unrecognized deferred tax liabilities on the amount of unremitted earnings and other outside basis differences where the Company is asserting indefinite reinvestment is not practicable.
Deferred tax assets (liabilities) consist of the following at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Deferred tax assets:
|
|
|
|
Accruals
|
$
|
156
|
|
|
$
|
138
|
|
Inventory
|
79
|
|
|
39
|
|
Pension and postretirement benefits
|
32
|
|
|
60
|
|
Net operating losses
|
330
|
|
|
350
|
|
Foreign tax credits
|
150
|
|
|
185
|
|
Capital loss carryforward
|
257
|
|
|
241
|
|
Operating lease liabilities
|
169
|
|
|
162
|
|
Other
|
158
|
|
|
158
|
|
Total gross deferred tax assets
|
1,331
|
|
|
1,333
|
|
Less valuation allowance
|
(186)
|
|
|
(213)
|
|
Net deferred tax assets after valuation allowance
|
1,145
|
|
|
1,120
|
|
Deferred tax liabilities:
|
|
|
|
Accelerated depreciation
|
(107)
|
|
|
(92)
|
|
Amortizable intangibles
|
(260)
|
|
|
(282)
|
|
Outside basis differences
|
(96)
|
|
|
(93)
|
|
Operating lease assets
|
(152)
|
|
|
(145)
|
|
U.S. foreign inclusion recapture
|
(62)
|
|
|
(30)
|
|
Other
|
(59)
|
|
|
(54)
|
|
Total gross deferred tax liabilities
|
(736)
|
|
|
(696)
|
|
Net deferred tax assets
|
$
|
409
|
|
|
$
|
424
|
|
The net deferred tax amounts have been classified in the balance sheet at December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Noncurrent deferred tax assets
|
|
$
|
814
|
|
|
$
|
838
|
|
Noncurrent deferred tax liabilities
|
|
(405)
|
|
|
(414)
|
|
Total
|
|
$
|
409
|
|
|
$
|
424
|
|
At December 31, 2021, the Company has net operating losses (“NOLs”) of approximately $1.3 billion, comprised of $206 million in the U.S. and $1.1 billion outside of the U.S. Approximately $931 million of these NOLs do not expire and approximately $332 million expire between 2022 and 2039. Additionally, approximately $59 million of U.S. federal NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code of 1986, as amended. Of these U.S. federal NOLs, approximately $55 million are not reflected in the consolidated financial statements and approximately $32 million were utilized in the current year. At December 31, 2021, the Company has approximately $1.2 billion of post-apportioned state NOLs, which expire between 2022 and 2039. Additionally, approximately $14 million of post-apportioned state NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code of 1986, as amended. Of these post-apportioned state NOLs, approximately $14 million are not reflected in the consolidated financial statements and approximately $18 million were utilized in the current year.
The majority of the U.S. foreign tax credits are recognized as a deferred tax asset at December 31, 2021 and were generated at December 31, 2018 and can be carried back one year and carried forward ten years. The Company has approximately $828 million of U.S. capital loss carryforwards of which approximately $313 million were generated at December 31, 2018, $427 million were generated at December 31, 2020, and $88 million were generated at December 31, 2021 and can be carried back three years and carried forward five years. The Company has approximately $291 million of post-apportioned state capital loss of which $110 million was generated at December 31, 2018, and $181 million was generated at December 31, 2020. Of these post-apportioned
state capital loss carryforwards, $136 million can be carried back three years and carried forward five years, and $155 million can be carried forward five years.
The Company routinely reviews valuation allowances recorded against deferred tax assets on a more likely than not basis as to whether the Company will realize the deferred tax assets. In making such a determination, the Company takes into consideration all available and appropriate positive and negative evidence, including projected future taxable income, future reversals of existing taxable temporary differences, the ability to carryback net operating losses, and available tax planning strategies. Although realization is not assured, based on this existing evidence, the Company believes it is more likely than not that the Company will realize the benefit of existing deferred tax assets, net of the valuation allowances.
At December 31, 2021, the Company has a valuation allowance recorded against certain deferred tax assets, primarily state and foreign NOLs and various income tax credits, which the Company believes do not meet the more likely than not threshold to be realized due to uncertainty of future taxable income within the applicable tax jurisdictions. A valuation allowance of $186 million and $213 million was recorded against certain deferred tax asset balances at December 31, 2021 and 2020, respectively. For 2021, the Company recorded a net valuation allowance decrease of $27 million, primarily related to NOLs in the U.K. and Luxembourg, and other miscellaneous changes in the U.S., state and non-U.S. valuation allowances related to ongoing operations. For 2020, the Company recorded a net valuation allowance decrease of $58 million, primarily related to U.S. NOLs and other deferred tax assets related to a subsidiary previously excluded from the Company’s U.S. consolidated income tax return and other miscellaneous changes in U.S., state and non-U.S. valuation allowances related to ongoing operations.
The following table summarizes the changes in gross unrecognized tax benefits periods indicated are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Unrecognized tax benefits, January 1,
|
$
|
452
|
|
|
$
|
474
|
|
|
$
|
463
|
|
Increases (decreases):
|
|
|
|
|
|
Increases in tax positions for prior years
|
1
|
|
|
4
|
|
|
35
|
|
Decreases in tax positions for prior years
|
(4)
|
|
|
—
|
|
|
(31)
|
|
Increase in tax positions for the current period
|
23
|
|
|
40
|
|
|
84
|
|
Purchase accounting adjustments (See Footnote 1)
|
—
|
|
|
—
|
|
|
(9)
|
|
Settlements with taxing authorities
|
(2)
|
|
|
—
|
|
|
(2)
|
|
Lapse of statute of limitations
|
(12)
|
|
|
(66)
|
|
|
(66)
|
|
Cumulative translation adjustments
|
(1)
|
|
|
—
|
|
|
—
|
|
Unrecognized tax benefits, December 31,
|
$
|
457
|
|
|
$
|
452
|
|
|
$
|
474
|
|
If recognized, $387 million, $387 million and $437 million of unrecognized tax benefits at December 31, 2021, 2020, and 2019 respectively, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. During 2021, 2020, and 2019 the Company recognized income tax expense on interest and penalties of $7 million, $5 million and $11 million, respectively, due to the accrual of current year interest on existing positions offset by the resolution of certain tax contingencies.
The Company anticipates approximately $9 million of unrecognized tax benefits will reverse within the next 12 months. It is reasonably possible due to activities of various worldwide taxing authorities, including proposed assessments of additional tax and possible settlement of audit issues, that additional changes to the Company’s unrecognized tax benefits could occur. In the normal course of business, the Company is subject to audits by worldwide taxing authorities regarding various tax liabilities. The Company’s U.S. federal income tax returns for 2011 to 2015 and 2017 to 2019, as well as certain state and non-U.S. income tax returns for various years, are under examination.
The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2011 and for 2016. The Company’s Canadian tax returns are subject to examination for years after 2014. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2015.
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. 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”). The Regulations seek to limit the 100% dividends received deduction permitted by Section 245A for certain dividends received from controlled foreign corporations and to limit the applicability of the look-through exception to foreign
personal holding company income for certain dividends received from controlled foreign corporations. Before the retroactive application of the Regulations, the Company benefited in 2018 from both the 100% dividends received deduction and the look-through exception to foreign personal holding company income. The Company analyzed the Regulations and concluded the relevant Regulations were not validly issued. Therefore, the Company has not accounted for the effects of the Regulations in its Consolidated Financial Statements for the period ending December 31, 2021. The Company believes it has strong arguments in favor of its position and believes it has met the more likely than not recognition threshold that its position will be sustained. However, due to the inherent uncertainty involved in challenging the validity of regulations as well as a potential litigation process, there can be no assurances that the relevant Regulations will be invalidated or that a court of law will rule in favor of the Company. If the Company’s position on the Regulations is not sustained, the Company would be required to recognize an income tax expense of approximately $180 million to $220 million related to an income tax benefit from fiscal year 2018 that was recorded based on regulations in existence at the time. In addition, the Company may be required to pay any applicable interest and penalties. The Company intends to vigorously defend its position.
Footnote 13 — Leases
The Company recognizes a right of use (“ROU”) asset and a liability for all leases whose term is more than 12 months at the lease inception date. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, which includes any extension the Company reasonably expects to exercise. The Company assesses whether certain service arrangements contain embedded leases where the contract conveys the right to use an asset but is not explicitly identified as a lease arrangement; examples include information technology, third-party logistics and original equipment manufacturers. The Company uses incremental borrowing rates, updated quarterly, that reflect its own external unsecured borrowing rates that are risk-adjusted to approximate secured borrowing rates over similar terms.
For certain non-real estate leases, the portfolio approach is used. The Company also has lease agreements with lease and non-lease components, which are accounted for as a single lease component.
Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease assets and operating lease liabilities are reported as separate lines in the Consolidated Balance Sheets. The current portion of operating lease liabilities is reported in other accrued liabilities in the Consolidated Balance Sheets.
For finance leases, lease payments are allocated between interest expense and reduction of the liability in accordance with an amortization schedule. The ROU asset is amortized on a straight-line basis over the lease term. Assets acquired under finance leases are reported in property, plant and equipment, net.
The depreciable life of leasehold improvements and other lease-related assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Supplemental consolidated balance sheet information for leases at December 31, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
2021
|
|
2020
|
Assets
|
|
|
|
|
|
|
Operating leases
|
|
Operating lease assets (1)
|
|
$
|
558
|
|
|
$
|
530
|
|
Finance leases
|
|
Property, plant and equipment, net (2)
|
|
5
|
|
|
10
|
|
Total lease assets
|
|
|
|
$
|
563
|
|
|
$
|
540
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Operating leases
|
|
Other accrued liabilities
|
|
$
|
122
|
|
|
$
|
129
|
|
Finance leases
|
|
Short-term debt and current portion of long-term debt
|
|
3
|
|
|
3
|
|
Noncurrent
|
|
|
|
|
|
|
Operating leases
|
|
Operating lease liabilities
|
|
500
|
|
|
472
|
|
Finance leases
|
|
Long-term debt
|
|
2
|
|
|
5
|
|
Total lease liabilities
|
|
|
|
$
|
627
|
|
|
$
|
609
|
|
|
|
|
|
|
|
|
(1)During 2020, the Company concluded that a triggering event had occurred for all of its reporting units as a result of overall macroeconomic conditions and developments in the equity and credit markets primarily driven by the COVID-19 pandemic. Pursuant to the authoritative accounting literature, the Company compared the sum of the undiscounted future cash flows attributable to the asset or group of assets at the lowest level for which identifiable cash flows are available to their respective carrying amount. As a result of the impairment testing performed in connection with the triggering event, the Company recorded a non-cash impairment charge of $8 million in the Home Solutions segment related to the operating leases of its Yankee Candle retail
store business. In addition, the Company recorded an impairment charge of $2 million in the Corporate segment to reflect a reduction in the carrying values of certain operating lease assets. The impairment charges were calculated by subtracting the estimated fair value of the asset group from its carrying value.
(2)Net of accumulated depreciation of $16 million and $12 million, respectively.
Components of lease expense for the years ended December 31, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Operating lease cost:
|
|
|
|
|
Operating lease cost (1)
|
|
$
|
166
|
|
|
$
|
180
|
|
Variable lease costs (2)
|
|
23
|
|
|
25
|
|
Finance lease cost
|
|
|
|
|
Amortization of leased assets
|
|
4
|
|
|
4
|
|
|
|
|
|
|
(1)Includes short-term leases, which are immaterial.
(2)Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales.
Remaining lease term and discount rates at December 31, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Weighted-average remaining lease term (years):
|
|
|
|
Operating leases
|
8
|
|
6
|
Finance leases
|
2
|
|
2
|
Weighted-average discount rate:
|
|
|
|
Operating leases
|
3.4%
|
|
4.2%
|
Finance leases
|
3.6%
|
|
3.4%
|
Supplemental cash flow information related to leases for the years ended December 31, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
Operating cash flows from operating leases
|
$
|
163
|
|
|
$
|
177
|
|
|
|
|
|
Financing cash flows from finance leases
|
4
|
|
|
4
|
|
|
|
|
|
Right of use assets obtained in exchange for lease liabilities:
|
|
|
|
Operating leases
|
144
|
|
|
75
|
|
|
|
|
|
|
|
|
|
Maturities of lease liabilities at December 31, 2021, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Leases
|
|
Finance
Leases
|
2022
|
$
|
145
|
|
|
$
|
3
|
|
2023
|
119
|
|
|
2
|
|
2024
|
99
|
|
|
—
|
|
2025
|
79
|
|
|
—
|
|
2026
|
65
|
|
|
—
|
|
Thereafter
|
198
|
|
|
—
|
|
Total lease payments
|
705
|
|
|
5
|
|
Less: imputed interest
|
(83)
|
|
|
—
|
|
Present value of lease liabilities
|
$
|
622
|
|
|
$
|
5
|
|
The Company has entered into agreements for certain right of use operating leases that it has not yet taken possession of and are not reflected in the Consolidated Balance Sheet at December 31, 2021. The total future obligations of these right of use operating leases have been excluded from the preceding table and are approximately $130 million.
Footnote 14 — Earnings Per Share
The computations of the weighted average shares outstanding for the years ended December 31, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Weighted-average shares outstanding
|
425.3
|
|
|
424.1
|
|
|
423.2
|
|
Share-based payment awards classified as participating securities
|
—
|
|
|
—
|
|
|
0.1
|
|
Basic weighted-average shares outstanding
|
425.3
|
|
|
424.1
|
|
|
423.3
|
|
Dilutive securities (1)
|
2.7
|
|
|
—
|
|
|
0.6
|
|
Diluted weighted-average shares outstanding
|
428.0
|
|
|
424.1
|
|
|
423.9
|
|
(1)For 2020, 1.1 million potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.
At December 31, 2019 there were 0.5 million potentially dilutive restricted share awards with performance-based vesting targets that were not met and as such, have been excluded from the computation of diluted earnings per share.
For 2021, 2020 and 2019 dividends and equivalents for share-based awards expected to be forfeited did not have a material impact on net income for basic and diluted earnings per share.
Footnote 15 — Share-Based Compensation
Stock-based compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the requisite service period of the award, which is generally three years for stock options and one to three years for restricted stock units and performance-based restricted stock units. The Company estimates future forfeiture rates based on its historical experience.
The Company maintains a 2013 Incentive Plan (the “2013 Plan”), which allows for grants of stock-based awards. At December 31, 2021, there were approximately 21 million share-based awards collectively available for grant under the 2013 Plan. The 2013 Plan generally provides for awards to vest over a minimum of three years, although some awards entitle the recipient to shares of common stock if specified market or performance conditions are achieved and vest no earlier than one year from the date of grant. The stock-based awards granted to employees include stock options and time-based and performance-based restricted stock units, as follows:
Stock Options
In years in which the Company has elected to grant stock options, it has issued them at exercise prices equal to the Company’s common stock price on the date of grant with contractual terms of ten years. Stock options issued by the Company generally vest and are expensed ratably over three years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting, except upon retirement, in which case the options may remain outstanding and exercisable for a specified period not to exceed the remaining contractual term of the option.
The following table summarizes the changes in the number of shares of common stock for 2021 (shares and aggregate intrinsic value in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
Weighted
Average
Remaining Life
(years)
|
|
Aggregate
Intrinsic
Value
|
Outstanding at December 31, 2020
|
2.7
|
|
|
$
|
18
|
|
|
|
|
|
Granted
|
2.4
|
|
|
24
|
|
|
|
|
|
Exercised
|
(0.3)
|
|
|
15
|
|
|
|
|
|
Forfeited
|
—
|
|
|
20
|
|
|
|
|
|
Outstanding at December 31, 2021
|
4.8
|
|
|
$
|
21
|
|
|
8.5
|
|
7.8
|
|
|
|
|
|
|
|
|
Options exercisable, end of year
|
1.3
|
|
|
$
|
18
|
|
|
7.9
|
|
4.4
|
During 2021, the Company awarded 2.4 million time-based stock options with an aggregate grant fair value of $14 million. These stock options entitle recipients to purchase shares of the Company's common stock at an exercise price equal to the fair market value of the underlying shares as of the grant date and vest in equal installments over a three-year period.
The weighted average assumptions used to determine the fair value of stock options granted for the years ended December 31, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Expected life in years
|
6
|
|
6
|
Risk-free interest rate
|
0.8
|
%
|
|
1.4
|
%
|
Expected volatility
|
44.2
|
%
|
|
41.3
|
%
|
Expected dividend yield
|
5.1
|
%
|
|
3.9
|
%
|
|
|
|
|
The total intrinsic value of options exercised was $2 million in 2021 and immaterial in 2020 and 2019.
During 2019, as inducement to join the Company and in connection with his appointment as President and Chief Executive Officer, the Company awarded Mr. Ravichandra K. Saligram 1.3 million performance-based non-qualified stock options which entitle Mr. Saligram to purchase shares of the Company’s common stock at a price equal to the closing price of a share of the Company’s common stock on the date of grant. For stock option awards with performance conditions that are based on stock price (“Stock-Price Based Stock Options”), the grant date fair value of certain Stock-Price Based Stock Options is estimated using a Monte Carlo simulation, with the primary input into such valuation being the expected future volatility of the Company’s common stock, the expected life, risk-free interest rate and expected dividend yield. The Stock-Price Based Stock Options awarded to Mr. Saligram had an aggregate grant date fair value of $5 million. The vesting of the awarded stock options will occur ratably upon the 18-month, two-year and three-year anniversaries of the grant date, subject to the attainment of a performance condition that, during any 30-day period between the date that is 18 calendar months following the grant date and the third anniversary of the grant date, the average of the Company’s closing stock price must exceed 125% of the closing stock price on July 29, 2019, which condition has already been achieved. The award also provides for vesting in the event of a termination of Mr. Saligram’s employment by the Company without Good Cause, or by Mr. Saligram for Good Reason, as such terms are defined in the Company’s 2013 Incentive Plan, in each case subject to attainment of the applicable performance condition (with the performance condition, for this purpose only, measured as of any 30-day period falling between the grant date and the third anniversary of the grant date).
Time-Based and Performance-Based Restricted Stock Units
Awards of time-based restricted stock units are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. The awards generally cliff-vest in three years or vest ratably over three years from the date of grant. In the case of retirement (as defined in the award agreement), awards vest depending on the employee’s age and years of service.
The time-based restricted stock units have rights to dividend equivalents payable in cash. Time-based restricted stock units issued in 2016 and prior receive dividend payments at the same time as the shareholders of the Company’s stock. Time-based restricted stock units issued subsequent to 2016 have dividend equivalents credited to the recipient and are paid only to the extent the applicable service criteria is met and the time-based restricted stock units vest and the related stock is issued.
Performance-based restricted stock unit awards (“Performance-Based RSUs”) represent the right to receive unrestricted shares of stock based on the achievement of Company performance objectives and/or individual performance goals established by the Compensation and Human Capital Committee and the Board of Directors.
The Performance-Based RSUs generally entitle recipients to shares of common stock if performance objectives are achieved, and typically vest no earlier than one year from the date of grant and primarily, no later than three years from the date of grant. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions. For restricted stock units with performance conditions that are based on stock price (“Stock-Price Based RSUs”), the grant date fair value of certain Stock-Price based RSUs is estimated using a Monte Carlo simulation, with the primary input into such valuation being the expected future volatility of the Company’s common stock, and if applicable, the volatilities of the common stocks of the companies in the Company’s peer group, upon which the relative total shareholder return performance is measured. In the case of retirement (as defined in the award agreement), awards vest depending on the employee’s age and years of service, subject to the satisfaction of the applicable performance criteria.
The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the longer of the derived service period or explicit requisite service period for awards expected to vest. For non- stock-price based Performance-Based RSUs, the Company assesses the probability of achievement of the performance conditions each period and records expense for the awards based on the probable achievement of such metrics.
With respect to Performance-Based RSUs, dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria are met and the Performance-Based RSUs vest and the related stock is issued.
The following table summarizes the changes in the number of outstanding restricted stock units for 2021 (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Stock
Units
|
|
Weighted-
Average Grant
Date Fair Value
Per Share
|
Outstanding at December 31, 2020
|
4.3
|
|
|
$
|
21
|
|
Granted
|
1.9
|
|
|
25
|
|
Grant adjustment (1)
|
(0.3)
|
|
|
23
|
|
Vested
|
(1.3)
|
|
|
21
|
|
Forfeited
|
(0.3)
|
|
|
22
|
|
Outstanding at December 31, 2021
|
4.3
|
|
|
$
|
22
|
|
|
|
|
|
Expected to vest at December 31, 2021
|
5.6
|
|
|
$
|
22
|
|
(1)The Grant Adjustment primarily relates to an adjustment in the quantity of Stock-Price Based RSUs ultimately vested during 2021 that were dependent on the level of achievement of the specified performance conditions.
The weighted-average grant-date fair values of awards granted were $21 and $17 per share in 2020 and 2019, respectively. The fair values of awards that vested were $32 million, $23 million and $18 million in 2021, 2020 and 2019, respectively.
During 2021, the Company awarded 0.8 million time-based RSUs, which had an aggregate grant date fair value of $18 million, that generally vest in equal annual installments over a three-year period.
During 2021, the Company also awarded 1.1 million performance-based RSUs with an aggregate grant date fair value of $29 million, that entitle the recipients to shares of the Company’s common stock at the end of a three-year vesting period. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions.
The following table summarizes the Company's total unrecognized compensation cost related to stock-based compensation at December 31, 2021:
|
|
|
|
|
|
|
|
|
(in millions)
|
Unrecognized Compensation Cost
|
Weighted Average Period of Expense Recognition
(in years)
|
Restricted stock units
|
$
|
43
|
|
1
|
Stock options
|
10
|
|
1
|
Total
|
$
|
53
|
|
1
|
|
|
|
Excess tax benefits (detriments) related to stock-based compensation for 2021, 2020 and 2019 were $1 million, $(8) million and $(14) million, respectively.
Footnote 16 — Fair Value Disclosures
Accounting principles generally accepted in the U.S. define fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Recurring Fair Value Measurements
The Company’s financial assets and liabilities adjusted to fair value at least annually are its money market fund investments included in cash and cash equivalents, its mutual fund investments included in other assets, and its derivative instruments, which are primarily included in prepaid expenses and other, other assets, other accrued liabilities and other noncurrent liabilities.
The following tables present the Company’s non-pension financial assets and liabilities, which are measured at fair value on a recurring basis (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
December 31, 2020
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Liabilities
|
—
|
|
|
(57)
|
|
|
—
|
|
|
(57)
|
|
|
—
|
|
|
(138)
|
|
|
—
|
|
|
(138)
|
|
Investment securities, including mutual funds
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
For publicly-traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1. Other investment securities are primarily comprised of money market accounts that are classified as Level 2. The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.
During 2019, the Company acquired an equity investment for $18 million, which is traded on an active exchange and therefore has a readily determinable fair value. At December 31, 2021, the fair value of the equity investment was $11 million. For equity investments with readily determinable fair values, the Company recorded unrealized gain of $2 million for 2021, and immaterial and $9 million of unrealized losses for 2020 and 2019, respectively, within other (income) expense, net in the Consolidated Statement of Operations.
The Company adjusts its pension asset values to fair value on an annual basis (See Footnote 11).
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. The fair values of the Company’s debt and derivative instruments are disclosed in Footnote 9 and Footnote 10, respectively.
Nonrecurring Fair Value Measurements
The Company’s non-financial assets which are measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangible assets and certain other assets.
The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows and market multiple methods. Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates.
The following table summarizes the assets that are measured at fair value on a nonrecurring basis at December 1, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Level 3
|
|
|
|
|
Indefinite-lived intangibles
|
$
|
47
|
|
|
$
|
135
|
|
At December 31, 2021 and 2020, goodwill of certain reporting units and certain intangible assets are recorded at fair value based upon the Company’s impairment testing. The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company's reporting unit goodwill and indefinite-lived intangible assets are discount rates, which range from 7.5% to 9.5% for reporting unit goodwill and 7.5% to 11.0% for indefinite-lived intangible assets.
During the fourth quarter of 2021, a tradename within the Learning and Development segment was measured at fair value of $47 million. See Footnote 7 for further information.
During the first quarter 2020, as a result of uncertainty related to the COVID-19 pandemic, certain indefinite-lived intangible assets within Home Appliances, Home Solutions, Learning and Development and Outdoor and Recreation segments were written down to its then fair value of $796 million as of March 31, 2020. During the fourth quarter 2020, a trade name within the Learning and Development segment was measured at its fair value of $135 million.
The Company reviews property, plant and equipment for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value.
Footnote 17 — Segment Information
Beginning January 1, 2021, the Company reported the operating results of its cookware product lines as part of the Food reporting unit within the Home Solutions segment, and no longer as part of the former Appliances and Cookware segment. This change was the result of an assessment by the CODM to better align the cookware product lines with other similar product lines in various food categories. In connection with this change, the CEO for the Food business unit assumed full responsibility for the overall brand strategy, business modeling, marketing and innovation of these product lines. This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources.
The Company determined this product line change did not result in a change to either of its Home Solutions or former Appliances and Cookware reportable segments. In connection with this change, the Appliances and Cookware segment was renamed as the Home Appliances segment. Prior period comparable results for both of these segments have been reclassified to conform to this product line change. The Company also revised the calculation of operating income (loss) by segment to include restructuring charges. Prior period comparable results have been reclassified to conform to the change in calculation.
The Company’s five primary operating segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
Key Brands
|
|
Description of Primary Products
|
Commercial Solutions
|
|
BRK, First Alert, Mapa, Quickie, Rubbermaid, Rubbermaid Commercial Products, and Spontex
|
|
Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; connected home and security and smoke and carbon monoxide alarms
|
Home Appliances
|
|
Calphalon, Crockpot, Mr. Coffee, Oster and Sunbeam
|
|
Household products, including kitchen appliances
|
Home Solutions
|
|
Ball (1), Calphalon, Chesapeake Bay Candle, FoodSaver, Rubbermaid, Sistema, WoodWick and Yankee Candle
|
|
Food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products
|
Learning and Development
|
|
Aprica, Baby Jogger, Dymo, Elmer’s, EXPO, Graco, Mr. Sketch, NUK, Paper Mate, Parker, Prismacolor, Sharpie, Tigex, Waterman and X-Acto
|
|
Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products and labeling solutions
|
Outdoor and Recreation
|
|
Campingaz, Coleman, Contigo, ExOfficio, and Marmot
|
|
Products for outdoor and outdoor-related activities
|
(1)
and Ball®, TM of Ball Corporation, used under license.
The Company’s segment and geographic results are as follows at and for the years ended December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Net sales (1)
|
|
|
|
|
|
|
Commercial Solutions
|
|
$
|
1,953
|
|
|
$
|
1,859
|
|
|
$
|
1,779
|
|
Home Appliances
|
|
1,738
|
|
|
1,539
|
|
|
1,500
|
|
Home Solutions
|
|
2,386
|
|
|
2,138
|
|
|
2,067
|
|
Learning and Development
|
|
3,028
|
|
|
2,557
|
|
|
2,956
|
|
Outdoor and Recreation
|
|
1,484
|
|
|
1,292
|
|
|
1,413
|
|
|
|
|
|
|
|
|
|
|
$
|
10,589
|
|
|
$
|
9,385
|
|
|
$
|
9,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Operating income (loss) (2)
|
|
|
|
|
|
|
Commercial Solutions
|
|
$
|
123
|
|
|
$
|
(89)
|
|
|
$
|
(139)
|
|
Home Appliances
|
|
70
|
|
|
(238)
|
|
|
(573)
|
|
Home Solutions
|
|
313
|
|
|
(2)
|
|
|
10
|
|
Learning and Development
|
|
594
|
|
|
359
|
|
|
582
|
|
Outdoor and Recreation
|
|
89
|
|
|
(420)
|
|
|
(66)
|
|
Corporate
|
|
(243)
|
|
|
(244)
|
|
|
(296)
|
|
|
|
$
|
946
|
|
|
$
|
(634)
|
|
|
$
|
(482)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Depreciation and amortization
|
|
|
|
|
|
|
Commercial Solutions
|
|
$
|
57
|
|
|
$
|
57
|
|
|
$
|
94
|
|
Home Appliances
|
|
24
|
|
|
20
|
|
|
22
|
|
Home Solutions
|
|
88
|
|
|
93
|
|
|
90
|
|
Learning and Development
|
|
57
|
|
|
64
|
|
|
67
|
|
Outdoor and Recreation
|
|
35
|
|
|
39
|
|
|
44
|
|
Corporate
|
|
64
|
|
|
84
|
|
|
129
|
|
|
|
$
|
325
|
|
|
$
|
357
|
|
|
$
|
446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Impairment of goodwill and intangible assets
|
|
|
|
|
|
|
Commercial Solutions
|
|
$
|
29
|
|
|
$
|
320
|
|
|
$
|
310
|
|
Home Appliances
|
|
—
|
|
|
287
|
|
|
600
|
|
Home Solutions
|
|
—
|
|
|
302
|
|
|
158
|
|
Learning and Development
|
|
31
|
|
|
100
|
|
|
25
|
|
Outdoor and Recreation
|
|
—
|
|
|
482
|
|
|
120
|
|
|
|
|
|
|
|
|
|
|
$
|
60
|
|
|
$
|
1,491
|
|
|
$
|
1,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Capital expenditures
|
|
|
|
|
|
|
Commercial Solutions
|
|
$
|
67
|
|
|
$
|
72
|
|
|
$
|
40
|
|
Home Appliances
|
|
18
|
|
|
12
|
|
|
11
|
|
Home Solutions
|
|
46
|
|
|
42
|
|
|
49
|
|
Learning and Development
|
|
73
|
|
|
69
|
|
|
68
|
|
Outdoor and Recreation
|
|
24
|
|
|
24
|
|
|
21
|
|
Corporate
|
|
61
|
|
|
40
|
|
|
59
|
|
|
|
$
|
289
|
|
|
$
|
259
|
|
|
$
|
248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
December 31, 2020
|
Segment assets
|
|
|
|
|
Commercial Solutions
|
|
$
|
2,522
|
|
|
$
|
2,529
|
|
Home Appliances
|
|
1,055
|
|
|
970
|
|
Home Solutions
|
|
3,109
|
|
|
3,087
|
|
Learning and Development
|
|
4,401
|
|
|
4,663
|
|
Outdoor and Recreation
|
|
907
|
|
|
988
|
|
Corporate
|
|
2,185
|
|
|
2,463
|
|
|
|
$
|
14,179
|
|
|
$
|
14,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic area information
|
|
|
|
|
|
|
2021
|
|
2020
|
|
2019
|
Net Sales (1) (3)
|
|
|
|
|
|
United States
|
$
|
6,921
|
|
|
$
|
6,260
|
|
|
$
|
6,497
|
|
Canada
|
444
|
|
|
413
|
|
|
423
|
|
Total North America
|
7,365
|
|
|
6,673
|
|
|
6,920
|
|
Europe, Middle East and Africa
|
1,647
|
|
|
1,394
|
|
|
1,398
|
|
Latin America
|
810
|
|
|
657
|
|
|
702
|
|
Asia Pacific
|
767
|
|
|
661
|
|
|
695
|
|
Total International
|
3,224
|
|
|
2,712
|
|
|
2,795
|
|
|
$
|
10,589
|
|
|
$
|
9,385
|
|
|
$
|
9,715
|
|
(1)All intercompany transactions have been eliminated.
(2)Operating income (loss) by segment is net sales less cost of products sold, SG&A, restructuring and impairment of goodwill, intangibles and other assets for continuing operations. Certain headquarters expenses of an operational nature are allocated to business segments primarily on a net sales basis. Corporate depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization are included in segment operating income.
(3)Geographic sales information is based on the region from which the products are shipped and invoiced. Long-lived assets by geography are not presented because it is impracticable to do so.
The Company’s largest customer, Walmart Inc. and subsidiaries (“Walmart”), accounted for approximately 15% of net sales in 2021, 2020 and 2019. Amazon, the Company's second largest customer, accounted for approximately 13%, 12%, and 9% of net sales in 2021, 2020 and 2019, respectively.
The following table disaggregates revenue by major product grouping source and geography for the years ended December 31, (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
Commercial Solutions
|
|
Home
Appliances
|
|
Home
Solutions
|
|
Learning and Development
|
|
Outdoor and Recreation
|
|
|
|
Total
|
Commercial
|
$
|
1,558
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
1,558
|
|
Connected Home Security
|
395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
395
|
|
Home Appliances
|
—
|
|
|
1,738
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,738
|
|
Food
|
—
|
|
|
—
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
|
|
1,295
|
|
Home Fragrance
|
—
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
|
|
|
1,091
|
|
Baby
|
—
|
|
|
—
|
|
|
—
|
|
|
1,265
|
|
|
—
|
|
|
|
|
1,265
|
|
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,763
|
|
|
—
|
|
|
|
|
1,763
|
|
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,484
|
|
|
|
|
1,484
|
|
Total
|
$
|
1,953
|
|
|
$
|
1,738
|
|
|
$
|
2,386
|
|
|
$
|
3,028
|
|
|
$
|
1,484
|
|
|
|
|
$
|
10,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
1,452
|
|
|
$
|
976
|
|
|
$
|
1,891
|
|
|
$
|
2,172
|
|
|
$
|
874
|
|
|
|
|
$
|
7,365
|
|
International
|
501
|
|
|
762
|
|
|
495
|
|
|
856
|
|
|
610
|
|
|
|
|
3,224
|
|
Total
|
$
|
1,953
|
|
|
$
|
1,738
|
|
|
$
|
2,386
|
|
|
$
|
3,028
|
|
|
$
|
1,484
|
|
|
|
|
$
|
10,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
Commercial Solutions
|
|
Home
Appliances
|
|
Home
Solutions
|
|
Learning and Development
|
|
Outdoor and Recreation
|
|
|
|
Total
|
Commercial
|
$
|
1,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
1,502
|
|
Connected Home Security
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
357
|
|
Home Appliances
|
—
|
|
|
1,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,539
|
|
Food
|
—
|
|
|
—
|
|
|
1,220
|
|
|
—
|
|
|
—
|
|
|
|
|
1,220
|
|
Home Fragrance
|
—
|
|
|
—
|
|
|
918
|
|
|
—
|
|
|
—
|
|
|
|
|
918
|
|
Baby
|
—
|
|
|
—
|
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
|
|
1,112
|
|
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
|
—
|
|
|
|
|
1,445
|
|
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,292
|
|
|
|
|
1,292
|
|
Total
|
$
|
1,859
|
|
|
$
|
1,539
|
|
|
$
|
2,138
|
|
|
$
|
2,557
|
|
|
$
|
1,292
|
|
|
|
|
$
|
9,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
1,387
|
|
|
$
|
901
|
|
|
$
|
1,735
|
|
|
$
|
1,845
|
|
|
$
|
805
|
|
|
|
|
$
|
6,673
|
|
International
|
472
|
|
|
638
|
|
|
403
|
|
|
712
|
|
|
487
|
|
|
|
|
2,712
|
|
Total
|
$
|
1,859
|
|
|
$
|
1,539
|
|
|
$
|
2,138
|
|
|
$
|
2,557
|
|
|
$
|
1,292
|
|
|
|
|
$
|
9,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
Commercial Solutions
|
|
Home
Appliances
|
|
Home
Solutions
|
|
Learning and Development
|
|
Outdoor and Recreation
|
|
Total
|
Commercial
|
$
|
1,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,402
|
|
Connected Home Security
|
377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
Home Appliances
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
Food
|
—
|
|
|
—
|
|
|
1,034
|
|
|
—
|
|
|
—
|
|
|
1,034
|
|
Home Fragrance
|
—
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
Baby
|
—
|
|
|
—
|
|
|
—
|
|
|
1,111
|
|
|
—
|
|
|
1,111
|
|
Writing
|
—
|
|
|
—
|
|
|
—
|
|
|
1,845
|
|
|
—
|
|
|
1,845
|
|
Outdoor and Recreation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
1,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
1,779
|
|
|
$
|
1,500
|
|
|
$
|
2,067
|
|
|
$
|
2,956
|
|
|
$
|
1,413
|
|
|
$
|
9,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
1,345
|
|
|
$
|
909
|
|
|
$
|
1,661
|
|
|
$
|
2,091
|
|
|
$
|
914
|
|
|
$
|
6,920
|
|
International
|
434
|
|
|
591
|
|
|
406
|
|
|
865
|
|
|
499
|
|
|
2,795
|
|
Total
|
$
|
1,779
|
|
|
$
|
1,500
|
|
|
$
|
2,067
|
|
|
$
|
2,956
|
|
|
$
|
1,413
|
|
|
$
|
9,715
|
|
On February 6, 2022, the Company signed a definitive agreement to sell its CH&S business unit to Resideo Technologies, Inc., for a purchase price of $593 million, subject to customary working capital and transaction adjustments. The transaction, which is expected to be completed by the end of the first quarter of 2022, does not result in a change to the Commercial Solutions reportable segment for all periods presented in this Annual Report on Form 10-K.
Footnote 18 — Litigation and Contingencies
The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. Some of the legal proceedings include claims for punitive as well as compensatory damages. In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities. The Company previously disclosed that it had received a subpoena and related informal document requests from the U.S. Securities and Exchange Commission (the “SEC”) primarily relating to its sales practices and certain accounting matters for the time period beginning from January 1, 2016. The Company has cooperated with the SEC in connection with its investigation and ongoing requests for documents, testimony and information and intends to continue to do so. The Company cannot predict the timing or outcome of this investigation. Further, on June 30, 2021, the Company received a subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S. Treasury regulations described in Footnote 12 - Income Taxes.
Securities Litigation
Certain of the Company’s current and former officers and directors have been named in shareholder derivative lawsuits. On October 29, 2018, a shareholder filed a putative derivative complaint, Streicher v. Polk, et al., in the United States District Court for the District of Delaware (the “Streicher Derivative Action”), purportedly on behalf of the Company against certain of the Company's current and former officers and directors. On October 30, 2018, another shareholder filed a putative derivative complaint, Martindale v. Polk, et al., in the United States District Court for the District of Delaware (the “Martindale Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against the same defendants. The complaints allege, among other things, violations of the federal securities laws, breaches of fiduciary duties, unjust enrichment, and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the In re Newell Brands, Inc. Securities Litigation that was previously pending in the United States District Court for the District of New Jersey. That matter was dismissed by the District Court on January 10, 2020, and the dismissal was affirmed by the United States District Court of Appeals for the Third Circuit on December 1, 2020. The complaints seek damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The Streicher Derivative Action and the Martindale Derivative Action have been consolidated and the case is now known as In re Newell Brands Inc. Derivative Litigation (the “Newell Brands Derivative Action”), which is pending in the United States District Court for the District of Delaware. On March 22, 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below). On December 30, 2020, two shareholders filed a putative derivative complaint, Weber, et al. v. Polk, et al., in the United States District Court for the District of Delaware (the “Weber Derivative Action”), purportedly on behalf of the Company against certain of the Company’s current and former officers and directors. The complaint in the Weber Derivative Action alleges, among other things, breaches of fiduciary duty and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the Newell Brands Derivative Action. On March 19, 2021, the United States District Court for the District of Delaware stayed the Weber Derivative Action pending final disposition of Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below).
The Company and certain of its current and former officers and directors have been named as defendants in a putative securities class action lawsuit filed in the Superior Court of New Jersey, Hudson County, on behalf of all persons who acquired Company common stock pursuant or traceable to the S-4 registration statement and prospectus issued in connection with the April 2016 acquisition of Jarden (the “Registration Statement”). The action was filed on September 6, 2018 and is captioned Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al., Civil Action No. HUD-L-003492-18. The operative complaint alleges certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions in the Registration Statement regarding the Company’s financial results, trends, and metrics. The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief. The Company is currently unable to predict the ultimate timing or outcome of this litigation or reasonably estimate the range of possible losses. The Company maintains insurance intended to cover losses arising out of this litigation up to specified limits (subject to deductibles, coverage limits and other terms and conditions), but any losses may exceed our current coverage levels, which could have an adverse impact on our financial results.
Jarden Acquisition
Under the Delaware General Corporation Law (“DGCL”), any Jarden stockholder who did not vote in favor of adoption of the Agreement and Plan of Merger for the Jarden acquisition, and who otherwise complies with the provisions of Section 262 of the
DGCL, was entitled to seek an appraisal of his or her shares of Jarden common stock by the Court of Chancery of the State of Delaware as provided under Section 262 of the DGCL. Two separate appraisal petitions, styled as Dunham Monthly Distribution Fund v. Jarden Corporation, Case No. 12454-VCS (Court of Chancery of the State of Delaware), and Merion Capital LP v. Jarden Corporation, Case No. 12456-VCS (Court of Chancery of the State of Delaware), respectively, were filed on June 14, 2016 by a total of ten purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. A third appraisal petition, Fir Tree Value Master Fund, LP v. Jarden Corporation, Case No. 12546-VCS (Court of Chancery of the State of Delaware), was filed on July 8, 2016 by two purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. A fourth appraisal petition, Veritian Partners Master Fund LTP v. Jarden Corporation, Case No. 12650-VCS (Court of Chancery of the State of Delaware), was filed on August 12, 2016 by two purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. On or about October 3, 2016, the foregoing petitions were consolidated for joint prosecution under Case No. 12456-VCS. The holders of a total of approximately 10.6 million former Jarden shares were represented in these actions initially.
On July 5, 2017 and July 6, 2017, Jarden and 11 of the dissenting stockholders (collectively, the “Settling Petitioners”), entered into settlement agreements with respect to approximately 7.7 million former Jarden shares (collectively, the “Settlement Agreements”). Pursuant to the Settlement Agreements, in exchange for withdrawing their respective demands for appraisal of their shares of Jarden common stock and a full and final release of all claims, among other things, the Settling Petitioners received the original merger consideration provided for under the Merger Agreement, specifically (1) 0.862 of a share of Newell common stock, and (2) $21.00 in cash, per share of Jarden common stock (collectively, the “Merger Consideration”), excluding any and all other benefits, including, without limitation, the right to accrued interest, dividends, and/or distributions. Accordingly, pursuant to the terms of the Settlement Agreements, Newell issued 6.6 million shares of Newell common stock to the Settling Petitioners (representing the stock component of the Merger Consideration), and authorized payment to the Settling Petitioners of approximately $162 million (representing the cash component of the Merger Consideration).
On July 19, 2019, the Court issued an order in which it determined that the fair value of the remaining Jarden shares at the date of the Merger was $48.31 per share, reflecting approximately $140 million in value to be paid in cash to the remaining dissenting shareholders. The Court also ordered the payment of accrued interest, compounded quarterly, and accruing from the date of closing to the date of payment. Following an unsuccessful motion for re-argument by the remaining dissenting shareholders, the Court entered judgment on its valuation on October 2, 2019. On October 4, 2019, the Company paid the judgment in the amount of approximately $177 million, which terminated the accumulation of interest on the judgment amount. On July 9, 2020, following an appeal by the dissenting shareholders, the Supreme Court of Delaware affirmed the judgment. The Company reflected the amounts of $171 million and $6 million, respectively, as a financing cash outflow and operating cash outflow in the Company’s Consolidated Statement of Cash Flows for the year ended December 31, 2019.
Environmental Matters
The Company is involved in various matters concerning federal and state environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency (“U.S. EPA”) and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’, status as PRPs is disputed.
The Company’s estimate of environmental remediation costs associated with these matters at December 31, 2021 was $36 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.
Lower Passaic River Matter
U.S. EPA has issued General Notice Letters (“GNLs”) to over 100 entities, including the Company and Berol Corporation, a subsidiary of the Company (“Berol”), alleging that they are PRPs at the Diamond Alkali Superfund Site, which includes a 17-mile stretch of the Lower Passaic River and its tributaries. The site is also subject to a Natural Resource Damage Assessment. Seventy-two of the GNL recipients, including the Company on behalf of itself and Berol (the “Company Parties”), have taken over the performance of the remedial investigation (“RI”) and feasibility study (“FS”) for the Lower Passaic River. On April 11, 2014, while work on the RI/FS remained underway, U.S. EPA issued a Source Control Early Action Focused Feasibility Study (“FFS”), which proposed four alternatives for remediation of the lower 8.3 miles of the Lower Passaic River. U.S. EPA’s cost estimates for its cleanup alternatives ranged from approximately $315 million to approximately $3.2 billion in capital costs plus from approximately $1 million to $2 million in annual maintenance costs for 30 years, with its preferred alternative carrying an estimated cost of approximately $1.7 billion plus an additional approximately $2 million in annual maintenance costs for 30 years. In February 2015, the participating parties submitted to the U.S. EPA a draft RI, followed by submission of a draft FS in April 2015. The draft FS sets forth various alternatives for remediating the lower 17 miles of the Passaic River, ranging from a no action alternative, to targeted remediation of locations along the entire lower 17 mile stretch of the river, to remedial actions consistent with U.S. EPA’s preferred alternative as set forth in the FFS for the lower 8.3 miles coupled with monitored natural recovery and targeted remediation in the upper nine miles. The cost estimates for these alternatives ranged from approximately $28 million to $2.7 billion, including related operation, maintenance and monitoring costs. U.S. EPA issued a conditional approval of the RI report in June 2019.
U.S. EPA issued a Record of Decision for the lower 8.3 miles of the Lower Passaic River in March 2016 (the “2016 ROD”). The 2016 ROD finalizes as the selected remedy the preferred alternative set forth in the FFS, which U.S. EPA estimates will cost $1.4 billion. Subsequent to the release of the 2016 ROD, U.S. EPA issued GNLs for the lower 8.3 miles of the Lower Passaic River (the “2016 GNL”) to numerous entities, apparently including all previous recipients of the initial GNL, including Company Parties, as well as several additional entities. The 2016 GNL states that U.S. EPA would like to determine whether one entity, Occidental Chemical Corporation (“OCC”), will voluntarily perform the remedial design for the selected remedy for the lower 8.3 miles, and that following execution of an agreement for the remedial design, U.S. EPA plans to begin negotiation of a remedial action consent decree under which OCC and the other major PRPs will implement and/or pay for U.S. EPA’s selected remedy for the lower 8.3 miles of the Lower Passaic River and reimburse U.S. EPA’s costs incurred for the Lower Passaic River.
In September 2016, OCC and U.S. EPA entered into an Administrative Order on Consent for performance of the remedial design. On March 30, 2017, U.S. EPA sent a letter offering a cash settlement in the amount of $0.3 million to 20 PRPs, not including the Company Parties, for CERCLA Liability (with reservations, such as for Natural Resource Damages) in the lower 8.3 miles of the Lower Passaic River. U.S. EPA further indicated in related correspondence that a cash-out settlement might be appropriate for additional parties that are not associated with the release of dioxins, furans, or PCBs to the Lower Passaic River. In September 2017, U.S. EPA announced an allocation process involving all GNL recipients except those participating in the first-round cash-out settlement, and five public entities, with the intent of eventually offering cash-out settlements to a number of parties, and the expectation that the private PRPs responsible for release of dioxin, furans, and/or PCBs will perform the lower 8.3 mile remedial action. The allocation process has concluded. U.S. EPA and certain parties to the allocation process, including the Company (for itself and Berol), have reached an agreement in principle concerning a cash-out settlement for the entire 17-mile stretch of the Lower Passaic River and its tributaries (i.e., including both the lower 8.3 miles and the upper 9 mile sections), which is subject to the negotiation and court entry of a consent decree.
Following discussion with U.S. EPA regarding the 2015 draft FS, and U.S. EPA’s issuance of the 2016 ROD, the participating parties refocused the FS on the upper 9 miles of the Lower Passaic River. The parties submitted most portions of a final Interim Remedy FS (the “IR FS”) on August 7, 2020, setting forth remedial alternatives ranging from no further action to targeted dredging and capping with different targets for post-remedy surface weighted average concentration of contamination. The parties subsequently completed their submittal of the IR FS, and on September 7, 2021, U.S. EPA approved the IR FS. On October 4, 2021, U.S. EPA issued an interim ROD selecting a combination of dredging and capping as the remedial alternative to this portion of the river, at a total cost of $441 million (the “2021 ROD”). A cash-out settlement for the upper 9 miles is part of the agreement in principle noted above among the parties and U.S. EPA.
OCC has asserted that it is entitled to indemnification by Maxus Energy Corporation (“Maxus”) for its liability in connection with the Diamond Alkali Superfund Site. OCC has also asserted that Maxus’s parent company, YPF, S.A., and certain other affiliates (the “YPF Entities”) similarly must indemnify OCC, including on an “alter ego” theory. On June 17, 2016, Maxus and certain of its affiliates commenced a chapter 11 bankruptcy case in the U.S. Bankruptcy Court for the District of Delaware. In connection with that proceeding, the YPF Entities are attempting to resolve any liability they may have to Maxus and the other Maxus entities undergoing the chapter 11 bankruptcy. An amended Chapter 11 plan of liquidation became effective in July 2017. In conjunction with that plan, Maxus and certain other parties, including the Company, entered into a mutual contribution release agreement (“Passaic Release”) pertaining to certain costs, but not costs associated with ultimate remedy.
On June 30, 2018, OCC sued 120 parties, including the Company and Berol, in the U.S. District Court in New Jersey (“OCC Lawsuit”). OCC subsequently filed a separate, related complaint against five additional defendants. The OCC Lawsuit includes claims, counterclaims and cross-claims for cost recovery, contribution, and declaratory judgement under CERCLA. The current, primary focus of the claims, counterclaims and cross-claims against the defendants is on certain past and future costs for investigation, design and remediation of the 17-mile stretch of the Lower Passaic River and its tributaries, other than those subject to the Passaic Release. The complaint notes, however, that OCC may broaden its claims in the future if and when EPA selects remedial actions for other portions of the Site or completes a Natural Resource Damage Assessment. Given the uncertainties pertaining to this matter, including that U.S. EPA is still reviewing the FS, that no framework for or agreement on allocation for the investigation and ultimate remediation has been established, and that there exists the potential for further litigation regarding costs and cost sharing, the extent to which the Company Parties may be held liable or responsible is not yet known. OCC stated in a subsequent filing that it anticipates asserting additional claims against the defendants regarding Newark Bay, which is also part of the Diamond Alkali Superfund Site, after U.S. EPA has decided the Newark Bay remedy. In a Motion for Stay of Proceedings filed January 14, 2022, certain defendants and all third-party defendants in the OCC litigation moved the court to stay the case for a six-month period to allow the final stage of the United States’ parallel allocation proceedings and resulting settlement negotiations to conclude. U.S. EPA provided a letter to the moving parties describing the status of these settlement discussions, which was filed as an exhibit to the Brief in Support of the Motion for Stay of Proceedings. The U.S. District Court of New Jersey is currently considering whether to rule on the Motion for Stay of Proceedings.
As of the date of filing of this Annual Report, based on the agreement in principle noted above, the Company does not expect that its allocation for response actions contemplated in the 2016 ROD and 2021 ROD described above will be material to the Company. For the remainder of this matter, the Company is currently unable to reasonably estimate the range of possible losses. Based on currently known facts and circumstances, the Company does not believe that this matter is reasonably likely to have a material impact on the Company’s results of operations. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.
Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.
Other Matters
In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations. In connection with the 2018 sale of The Waddington Group, Novolex Holdings, Inc. (the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware. The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group. In 2021, the Company recorded an immaterial reserve to continuing operations in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter. Further, in connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC.
Although management of the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 18.
At December 31, 2021, 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 expenses.