Nancy O'Donnell - Newell Brands, Inc. Michael B. Polk - Newell Brands, Inc. Ralph J. Nicoletti - Newell Brands, Inc..

Joseph Nicholas Altobello - Raymond James & Associates, Inc. William B. Chappell - SunTrust Robinson Humphrey, Inc. Kevin Grundy - Jefferies LLC Bonnie L. Herzog - Wells Fargo Securities LLC Rupesh Parikh - Oppenheimer & Co., Inc. Andrea F. Teixeira - JPMorgan Securities LLC Olivia Tong - Bank of America Merrill Lynch.

Good morning, and welcome to the Newell Brands first quarter 2018 earnings conference call. As a reminder, today's call is being recorded. A live webcast for this call is available at newellbrands.com on the Investor Relations home page under Events and Presentations. A slide presentation is also available for download.

I would now like to turn the call over to Nancy O'Donnell, Senior Vice President of Investor Relations. Ms. O'Donnell, you may begin..

Great, thank you. Welcome, everyone, to Newell Brands first quarter conference call. I'm Nancy O'Donnell, and with me today are Mike Polk, our CEO, and our Chief Financial Officer, Ralph Nicoletti. During the call today, we will be referring to certain non-GAAP financial measures.

Management believes providing insights on these measures enables investors to better understand and analyze our ongoing results of operations. Reconciliation with the comparable GAAP numbers can be found in our earnings release and on the Investor Relations area of our website as well as in our filings with the SEC.

Please recognize that this conference call includes forward-looking statements. These statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from management's current expectations and plans. The company undertakes no obligation to update any such statements made today.

If you review our most recent 10-Q filing and our other SEC filings, you will find a more detailed explanation of the inherent limitations in such forward-looking statements. With that, let me turn it over to Mike for his comments..

drive category growth and consolidate market share through leading brands; leading innovation in product design; and a scaled commercial business system designed to efficiently and effectively reach consumers where they shop, with a huge future opportunity to deploy the portfolio internationally.

We're equally clear that the fundamental approach we use to build brands, develop innovations, and reach consumers through our customers is right. It's been tested, validated, and proven to work. The evidence is most visible in the market share progression we've experienced over the last five years in the categories where we've applied this formula.

That said, we can apply this approach with greater nimbleness and responsiveness and in the context of a renewed view of our retail landscape, with a sharpened set of category strategies and with resources reallocated and focused on the activities that will best drive market share consolidation, increase margins, and create shareholder value.

There are also things we can do differently both organizationally and in the way we work. We can strengthen connectedness across our organization. We can work faster. We can partner better. And by doing so, we can work more effectively and at lower cost.

We will undoubtedly evolve our organization and the way we work over the coming months, as we adapt designs and processes to the new portfolio and renew our focus on the core operations of the company.

As always, the work to strengthen our organization's effectiveness should be measured through the outcomes we deliver, to reignite our core performance, reduce cost and increase margins, build our capabilities, and create shareholder value. In this context, today we announced the expansion of the Accelerated Transformation Plan.

Our new board, together with the management team, has conducted a comprehensive review of our businesses and the strategy for the company. Following this review, the board supported the decision to explore strategic alternatives for eight businesses, comprising about 35% of the company's net sales.

These eight businesses include three industrial and commercial product assets, Waddington, Consumer & Commercial Solutions, and Process Solutions, as well as five non-core consumer businesses, Team Sports, Beauty, U.S. Playing Cards, Jostens, and Pure Fishing.

Although these assets are strong businesses with great teams and a promising future, they do not fit our global branded consumer goods business model or feature prominently in our overall investment priorities. They can and will, however, play a more strategic role for others.

Our decision to add Jostens and Pure Fishing to the original announcement was based on our belief that, by doing so, we could accelerate and maximize shareholder value creation by leveraging the divergence between our current depressed share price on the one hand and strong multiples being paid on the other.

Both businesses have leading brands and have been performing well, and as a result, enter the process from a position of strength. All of these assets should command competitive multiples. This morning's announcement, the sale of Waddington, validates that belief.

We've signed a definitive agreement to sell Waddington for about $2.3 billion in gross proceeds, and we expect to generate approximately $2.2 billion after tax. This is a 12 times multiple on adjusted EBITDA.

We're very pleased with this outcome because it reflects the impact of the management team and key corporate leaders on improving the operations of Waddington during our two years of ownership.

We've integrated what was an acquisition-driven roll-up portfolio, invested in building out the management team with greater supply chain and productivity expertise, invested in Waddington's fast-growing Eco platform and other innovations, and executed a successful profit turnaround in Waddington's European business.

This organic profit development has yielded significant shareholder value, which can now be put to work on behalf of the business and shareholders. We're confident that we can deliver and drive similar value creation through the remainder of our divestitures.

In aggregate, we expect to generate approximately $10 billion of after-tax proceeds that can be used in combination with operating cash flow over the next two years to significantly reduce our leverage ratio to well within investment-grade range and to repurchase over 40% of our outstanding shares if we were to execute those repurchases at today's stock price.

We expect to allocate about 55% of the after-tax proceeds to share repurchase, and we expect to apply 45% of our after-tax proceeds to deleveraging our balance sheet. We will maintain our commitment to investment-grade credit rating.

We also intend to maintain the current per share dividend through 2019 and grow it within our 30% to 35% payout ratio target range thereafter. We expect the divestiture process to be completed by the end of 2019.

We believe the quite substantial cash proceeds we expect to generate applied to derisk the balance sheet and to significantly reduce shares outstanding should drive meaningful value creation for our shareholders over the near to medium term.

Once completed, the Accelerated Transformation Plan will result in a simpler, faster, and stronger Newell Brands.

The new portfolio will comprise seven consumer-facing divisions, which generated about $9 billion in revenue in 2017 and are expected to generate about $9.5 billion by 2020, with normalized operating margins greater than 15%, an increase of roughly 300 basis points versus the 2017 pro forma.

We plan to move as quickly as possible to offset about $150 million of retained costs associated with the divestitures and to recover about $50 million of synergies sold with the businesses, which we will achieve by right-sizing our corporate infrastructure and rationalizing the transactional back office to align with the company's simpler and smaller footprint.

This new portfolio is well-positioned to deliver competitive results. Approximately 80% of sales for the continuing businesses hold number one market share positions in the U.S.

Approximately 70% of the new portfolio sales will be U.S.-based, with the balance generated in international markets, with plenty of opportunity for geographic expansion off scaled positions in Europe and Latin America.

The new portfolio will maintain our scale advantage and efficiency benefits, with the top 10 brands accounting for over 60% of sales and the top 10 customers accounting for roughly two-thirds of our sales in the U.S. This customer route-to-market homogeneity should improve our scale and efficiency. Importantly, approximately 20% of the company's U.S.

sales and 15% of the global sales will be generated from the rapidly growing and margin-accretive e-commerce channel, reducing the future fixed cost burden expected from continued brick-and-mortar retailer consolidation and maximizing the growth and margin potential of the company.

The reshaping of the portfolio will significantly simplify our operations, as we expect to divest 66% of our factories, 55% of our distribution centers, 58% of our customers, 45% of our brands, 39% of our head count, 51% of our over 500,000 SKUs, and nearly all exposure to private label.

We will also dramatically reduce our resin exposure, and more than 90% of our sales will be just on two ERP systems by the end of 2019, as compared to well over 30 today.

This significant simplification will provide much greater visibility into the underlying business and allow even greater scrutiny of the cost base, positioning us to identify and unlock future value through strengthened cost in working capital.

Management and the new board are committed to drive the Accelerated Transformation Plan into action and reignite performance on the continuing business, as we build a leading consumer goods company that delivers strong results and significant value for our shareholders. Let me pass to Ralph for a very quick review of Q1.

I'll then return to discuss our outlook for the balance of the year and make a few comments on the recent external activity that's occurred subsequent to the resolution of the proxy contest. Over to you, Ralph..

Thanks, Mike, and good morning, everyone. Reported net sales were $3 billion, a 7.6% decline versus last year, largely attributable to the negative impact from divestitures net of acquisitions and lower core sales. FX contributed a 2-point benefit.

As a reminder, effective January 1, 2018, we adopted the new revenue recognition standard using the modified retrospective transition method, which was roughly a 1.5-point headwind. We have also adopted the simpler constant currency methodology for calculating core sales in response to requests from many of you and in line with industry practice.

Core sales guidance excludes the impact of foreign currency, acquisitions until their first anniversary, and completed divestitures. Our core sales declined 3.5% during the first quarter, primarily driven by the temporary but meaningful disruption in the Baby and Writing businesses.

The March announcement by Toys "R" Us of their reorganization and subsequent liquidation primarily drove the shortfall versus our expectations for the quarter.

As Mike noted, we expect to see an even more significant impact in the second quarter before seeing improved trends in the back half of the year, as we gain business which switched to other customers.

Reported gross margin declined 90 basis points year-over-year to 33.3%, while normalized gross margin was down 120 basis points year-over-year to 33.3%, primarily due to the headwinds from increased commodity and transportation costs and unfavorable mix, mainly from Writing.

Reported SG&A expense of $880 million represented 29.2% of sales as compared to last year's ratio of 28.5%. Normalized SG&A expense was $744 million or 24.6% of sales compared with $780 million in Q1 of 2017, reflecting the benefit of cost synergies, partially offset by investment in e-commerce.

Reported operating margin was 3.9% of sales compared with 4.7% in the prior year. Normalized operating margin was 8.7% versus 10.6% in the prior year. Net interest expense of $116 million was below last year's level of $122 million, primarily reflecting a lower debt balance versus year ago.

During the quarter, reported tax was a benefit of $51 million compared with a 19.2% tax rate in the prior year. The normalized tax rate was a benefit of 11.5% versus a 28% tax rate in the previous year. In the current quarter, we realized a net discrete tax benefit associated with the integration of various legal entities.

For the full year of 2018, we continue to forecast a tax rate of 20% to 21%. We ended the quarter with 487 million diluted weighted average shares outstanding. Reported earnings per share were $0.11 as compared to $1.31 in the prior year. As a reminder, in the year-ago period we realized a $784 million gain on the Tools divestiture.

Normalized earnings per share were $0.34, in line with last year, which included about a $0.02 per share benefit from divested businesses. Now turning to our segment results, net sales in our Live segment came in at $1.1 billion, rising 0.4% relative to the year-ago period.

Core sales decreased 3.1%, as low single-digit growth in the Appliance & Cookware business was more than offset by high single-digit declines in the Baby business, which was negatively impacted by the previously discussed bankruptcy of its major customer, Toys "R" Us.

We expect a headwind from the TRU bankruptcy and resulting store liquidation to be even more pronounced in the second quarter. Net sales for the Learn segment were $495 million, down 13% year over year.

Core sales fell 14.3%, due to the reduced top line for the Writing and Jostens divisions, with the latter lapping a difficult year-ago comparison, which included the benefit from a new Cubs contract.

The Writing business was down double digits, as it continued to face headwinds from significant destocking in the office superstore and distributive trade channels.

As we have previously indicated, we expect Q2 to be a tough quarter for the Writing business, as it laps pipeline fill on Elmer's and we continue to work with retailers to quickly get to their significantly reduced inventory targets. Net sales for the Work segment were $641 million, reflecting a 4.4% year-over-year improvement.

Core sales grew 5.5%, driven by strength in both Safety & Security and Waddington. Net sales for the Play segment were $617 million, a decline of 1.8% versus prior year.

Core sales contracted 2.6%, as strong growth in Team Sports was more than offset by weaker performance in the Outdoor & Recreation division, reflecting previously communicated distribution losses on airbeds and camping items, partially offset by strong growth in beverageware.

Net sales for the Other segment were $193 million, declining 50% year over year, primarily due to divestitures that were completed in 2017. Core sales declined 4.1%, as growth in the Home & Family division was more than offset by timing-related softness in Process Solutions.

Now moving on to cash flow, during the quarter operating cash flow was a use of $402 million compared with a use of $264 million in the prior year. The year-over-year contraction was primarily driven by higher cash taxes, including the $135 million payment of the remaining taxes on the gain on the Tools divestiture.

We project full-year cash from operations in the $1.15 billion to $1.45 billion guidance range, assuming continued ownership of all businesses for the entire year. Clearly, with today's announcement of the Waddington transaction, we are off to a good start with the divestiture program.

While we are committed to maintaining an investment-grade credit rating, our divestiture program will enable us to reduce leverage and repurchase shares. As of next quarter, we expect to qualify for discontinued operations treatment in our reported financials, and we'll update our guidance for that discontinued operations treatment at that time.

I'll now turn the call back to Mike..

55 P&L units; greater than 0.5 million SKUs; 106 factories; 39 ERP systems; 58 shared service sites; 5,500 IT applications with the overhead to support each one. There is significant cost and efficiency opportunity in those numbers, and we're all over it through our synergy and savings program.

But perhaps more importantly, as I suggested up front, we clearly agree that there's a tremendous value creation opportunity in front of us at Newell. We agree that the Newell Brands portfolio be comprised of a tremendous portfolio of leading brands.

The two legacy companies contributed to create that portfolio and will be roughly 50:50 represented legacy Newell and legacy Jarden. We agree with the potential to strengthen the financial and operating performance of the company, and we're on it.

And we're glad to see that all parties are finally aligned behind the Accelerated Transformation Plan we initially announced back in January and have now expanded. As I've repeatedly said, there's always more work to do and we can always do better.

We're in the thick of it right now with the challenges on Baby, the reset in Writing, and the scope of the change agenda we're driving. I recognize the opportunity in the organization. There are things we can do differently, both organizationally and the way we work. We can strengthen connectedness across the organization. We can partner better.

But I'd like you to be clear that change of the kind we're driving comes with people costs that are not financial. You fracture relationships, which weakens people's connection to the company. It takes time to rebuild those connections and the excitement about the company's future.

The last five months have been quite difficult for our people, with outside forces driving a wedge between with those prepared to embrace the future and those perhaps not fully ready to commit. I'm happy the proxy contest is settled. I believe it's time to clear the way for our people in management to focus on execution and to pivot to the future.

I'm personally looking forward to spending much more of my time focused on the operations of the company.

I can't wait to get back to working with our people on building brands and building categories, partnering with customers and suppliers to help them and us create value, engaging with our teams to help them solve problems, and working unproductive costs out of the system to fuel our advantages and drive margins.

I'm also looking forward to building new relationships and drawing the expertise of what I expect will be a highly engaged and enthusiastic Board of Directors. I'm very pleased with the composition of the board. We will have great perspective in the room.

And based on my conversations with them, I believe they're going to be great advisors and partners, and of course, fulfill their oversight in governance duties as well. Before we go to Q&A, I'd like to recognize our employees for their resilience and commitment.

The last several months have not been easy, and I'd like to sincerely thank each and every employee for their patience, dedication, and perseverance. I hope today's announcement has brought clarity to the organization as well as to the investment community. With that, let's go to Q&A..

We will hear first from Joe Altobello with Raymond James..

Thanks..

Hi, Joe..

Good morning, guys. Hey, the first question I guess, Mike, you've now got a largely reconstituted board, a lot of fresh sets of eyes here, and it sounds like they're fully behind the expanded divestiture plan.

But beyond that, what new ideas or course corrections have they advocated, or is it still too early at this point? And then if I could squeeze in a second one, your revised core sales growth guidance still does assume some growth in the second half.

If you could, help us understand what the drivers of that are, particularly since a lot of the headwinds you guys are facing right now are largely out of your control. For example, does that assume any additional destocking or customer disruptions in the second half? Thanks..

So, Joe, let me start with your second question first, and I'll come back to the first one. The vast majority of the challenges we'll have in Baby and Writing are going to be second quarter focused. Baby obviously started in the first quarter.

Writing, we've come through a series of events, and that also contributed to the underlying weakness in Q1, but we had that forecasted. The TRU liquidation was not in our plan, as you know. In Q2, we're going to experience pretty significant dynamics. As I mentioned, you've got TRU that's going to be liquidating its inventory.

If you think about it, what that does is it draws consumers into their franchise. Their POS will go up as they liquidate their inventory, but other retailers won't be purchasing in that environment because they're taking – because of the values that TRU will provide, they're taking purchases out of the market.

We also had in our plans business built through the TRU business system in Q2. So you have the double-barreled effect of us not being able to sell anything to TRU in the U.S. and TRU's liquidation activities taking sales away from some of our other Baby customers.

We're working aggressively to mitigate that, looking to build our share position in the other major retailers in the U.S. It's been a non-stop conversation actually since TRU announced their 182-store closure plan and obviously accelerated from mid-March on.

And we're making good progress there, expanding, ranging, and building out incremental programming into those retailers. We expect that liquidation activity to really wind down by the end of June. It may bleed a little bit into July.

But then Baby – as long as not too many consumers purchase their gear earlier than they normally would, which would be typically from six months of pregnancy onward, there is the risk that people get into the market earlier because of the price points on liquidation. But assuming that they don't, we get a return to normalcy on Baby in Q3 and Q4.

And we've got very good activity and very good relationships and we're making good progress on ranging and programming at these other customers. So I do think that the Baby Gear business begins to recover through the back half of the year. I wouldn't say Q3 will be a gang-buster, but it will be a step in the right direction.

On Writing, we expect a similar profile through the back half of the year, with much of – we're absolutely accelerating the liquidation into these new targets as best we can in the first half of the year while also setting up the back-to-school season, which is a little bit tricky. The Writing issues may bleed a little bit more into Q3 than Baby.

But once we come through the back-to-school merchandising period, I think we get back into a rhythm of normalcy on Writing, which obviously has been in arrhythmia since Q3 of 2017. So those are the two businesses that are requiring a lot of attention.

Clearly, as I've said before, we have a much stronger innovation funnel building on the rest of the portfolio. As you recall, all the way back to the beginning, I told you that it was 18 months to 24 months gestation period on innovation development, and the middle of 2018 would be the period where innovations start to ramp.

That's clearly the case on appliances. That's clearly the case on outdoor equipment. And we have opportunity in the back half of the year on both of those businesses connected to that activity level. With respect to the board, look, I think this board's going to be extraordinary. I think they've got us – there's a lot of points of view in the room.

They're comfortable expressing them, and we're comfortable receiving the feedback. And so that should lead to a really positive and interesting dynamic, with good debates and new ideas that we'll be able to consider as we think about the agenda we're driving.

So I'm encouraged by the connections that have been established so far, by the energy level of the directors, and by the possibilities of the new board for the management team and for the company.

So I think it's going to be an exciting place for us to pressure-test some of our ideas and for those folks with all that experience to provide us counsel and guidance..

Great, thank you, Mike..

And now we'll hear from Bill Chappell with SunTrust..

Thanks, good morning..

Hey, Bill..

Hey, Mike, I understand it's been an extraordinary period over the past few months, but just trying to make sure we understand. Are we now at a détente? Because you just walked through refuting or rebutting a document from what are, I think, soon to be new board members.

And so I guess the question is, can things change further from here, or is this the plan in place? And also, just a side housekeeping question on the $10 billion of after-tax savings or after-tax proceeds from the divestitures, what is the before-tax? What is the expectation with tax leakage and what that is? Is that $11 billion? Is that $12 billion? Any color there would be great..

Yeah. So the board has formed and has come together and is beginning to get into a rhythm of operating as a group. I'm sure there will be new ideas that people have to offer, and I'm sure there will be things that the board is going to want to challenge in the way we're thinking about things, and we're completely receptive to that.

What I've seen in the meetings that have occurred, either directly or on the phone, I think when different ideas are offered, they've been offered in a very constructive way.

And I can't say it any other way other than we're completely receptive to the perspectives that are being shared because I think they're being shared with the interest of the company in mind. And when that's the approach, I'm all ears. And so I'm encouraged by what I see up until now.

I intended in my commentary to not actually be disparaging in any way about the Starboard material. I just wanted to correct the record because I think we are largely aligned on the substance of the Accelerated Transformation Plan. And I'm all ears on any ideas they've got with respect to how we strengthen the organization or strengthen the culture.

I just want them to – I would love to offer up to all of our investors to make sure you understand the facts and the baseline and where we started from and where we are in the journey.

And if we're not thinking about things in a way that you think might be valuable for us to embrace, bring it on, as long as it's in the interest of the company and its future. And with respect to the board and the engagements I've had with them so far, that's clearly where they come from.

And I suspect that in our conversations with investors that that's clearly where the vast majority of our investors come from; that they're offering advice because they want to help because they've got an investment in this company and they want to see value created, which we have shared an aligned interest around.

So I don't think there's a divergence on many fronts. To the degree that there are investors out there that have a different view on management, et cetera, that's fine. They should express that. Management needs to be accountable for the outcomes. And I'm certain that this board will hold us accountable, and I welcome that accountability.

So I don't think there's really any issue out there, although I think some folks in the press want to try to create one because it's good reading material..

Got it.

And in terms of the total expected sale price for the divestitures?.

Oh, yeah. I don't want to give you that because I don't want to – it's going to be dependent on, to your point, on the tax dynamics. And I don't want to go through that up front because, obviously, these are live negotiations, so I don't want somebody leveraging that.

But you saw from the deal we did today that there's very little tax leakage because we did a lot of work on structuring that helps set up a gross-to-net proceeds dynamic that was very, very favorable.

And I think some of the concerns that are out there about how do you go from $6 billion to $10 billion with two assets added to the mix are in part driven by some miscalculations with respect to the tax leakage. As I've said repeatedly, one of the opportunities in the moment is tax reform.

That helps, but we have a lot of experience in tax structuring activities. So those two things – that certainly is a contributing factor to how you bridge to $10 billion..

Got it, thanks..

Next question comes from Kevin Grundy with Jefferies..

Hey, Kevin..

Hey, thanks. Good morning, everyone. Mike, a few questions. Hopefully I can peck through these quickly on the 2020 outlook.

Can you comment on the decision to increase the asset sales going from the $6 billion to $10 billion, and what changed? Why did that become a much better idea just a couple months after you guys had announced the initial $6 billion? That would be question number one.

Question number two, on the pro forma $9.5 billion in sales looking out to 2020, what is the assumed underlying growth rates on those businesses from today? And then the last piece, Mike, on the margins, which you said greater than 15%, I know you're careful about what you say, but that's not very different than where the margins are now, where the margins were for Newell Rubbermaid and Jarden prior to the deal.

And I'm just trying to get my head around – and we didn't spend a lot of time on this call on the cost synergy piece, which has been sizable, at least as initially framed, up to $1 billion, and I'm just trying to figure out where that is in that 15% number. So thank you for all that..

Yeah. Sure. Let me – if I miss something, Kevin, in my response, make sure to call me out and I'll make sure I answer it as best I can. So let's start with the margin question on the end. One of the things that we've done in providing the pro forma data which you see – if you go to the web deck, you'll see a pro forma schedule for 2017.

Two of your questions, one on growth rate and one on margin dynamics, on growth rate, you can back into the growth rate. We've assumed no ForEx benefit or a cost. So you can look at the underlying growth rate between what we've articulated for 2020, the rough number, and what we've established for 2017 pro forma in the web deck.

On margins, the important thing to remember is as we come through Q2 into Q3, assuming we get traction on all these assets, which we are very confident we will, we'll probably move into a period where we embrace disc-ops treatment.

And disc-ops accounting requires us to take all of the retained cost and all of the corporate cost that can't be allocated as a direct overhead cost and put them back into the retained and continuing businesses.

So what you see in 2017 pro forma is the company burdened by costs that today are spread across the total landscape landing on the pro forma P&L. And so obviously, we're going to get those costs out. That's why I said what I said in the script.

But you've got a new base established that you have to work off of to get to the other outcome, the outcome we've articulated. And you're right, I'm going to be conservative in the way I look at things, but I do want you to remember that you have to think about things that will work against us from a cost perspective in that window.

You should assume that we continue to see inflation through that period. You see that picking up in the current year on resin, on transportation, on sourced finished goods, and that will continue year by year by year. We've also assumed that we're going to increase our people's salaries in line with an appropriate merit increase.

There's a cost that comes into the P&L connected to that. And so obviously, you've got different dynamics playing out there. Obviously, there are underlying benefits like gross productivity. There are underlying benefits like positive price if we believe we can get that, and then you've got the synergy work all working towards a cumulative outcome.

But the reason it steps back and the reason I've said greater than 15% has to do with the need we will have to get the retained costs out of the system. Now you had some other questions between those two..

Mike – the one piece, Mike, was just the decision to increase the asset sales from the $6 billion to $10 billion, and that was done consistent with Mr. Icahn's suggestion and his group.

What changed, in your view, in terms of the plan that you guys initially had that made that a much better idea to get rid of Jostens and Pure Fishing than you initially thought?.

I think – I've made the point about focus. I think that clearly is true in the world we're in, getting our management team focused on the assets we intend to build going forward.

While both of those businesses are really interesting businesses, in some ways neither benefits as much as the ones we've chosen to keep from the capabilities we've invested to create in innovation and design and in e-commerce.

While Fishing has a bit of an international footprint in the Nordic and in parts of Europe, it is less of a big global opportunity than some of our other businesses, and certainly Jostens is geographically constrained. So our choice on those assets really was more about timing than anything else. We believe that they're performing well.

We likely would have bartered those assets for something different into the portfolio from 2021 onward, and we've just chosen to accelerate that activity and create value for shareholders in a different way, given their environment, the environment we're in with our depressed share price, with tax reform – potentially temporary tax reform in place to minimize leakage.

It's the intersection of those themes that drove us to choose to go now, get this company reset for the future, pass as much value as we can back to shareholders in the near term while we're going through this change program, and get 100% of the management team focused on the activities that will build the future of the company..

Okay. Thanks, Mike. Good luck..

And now we'll hear from Bonnie Herzog with Wells Fargo..

Hi, Bonnie..

Thank you, good morning. Hi. Mike, I had a question on your divestitures. I'm curious how aggressive you're being with these in general.

And then would you explore strategic options or divestitures for some of your other businesses? And then I'm also wondering if you'd be willing to hold on to some of the businesses if you don't receive an appropriate multiple..

Let me be clear. We're looking to deliver competitive multiples. We're not in a rush to do anything, and we have pretty high expectations that we'll be able to deliver competitive multiples.

So if we find ourselves in a position where we don't feel like that makes sense, that something doesn't make sense, the board will very likely say keep your powder dry and wait for another moment. With respect to your question about balance of the portfolio, we feel strongly about the balance of the portfolio.

These businesses are really well positioned to leverage our capabilities that we've built in innovation, design, and e-commerce. They have broad geographic footprints with the potential to broaden them further. They've got leading positions. As you recall, I said 80% of the brands – 80% of the revenue in the U.S.

has number one share positions in these categories. And so we feel terrific about that. I would never say never with respect to thinking about potential assets. We've been very consistent in that point of view all the way back to 2011, but I can't envision over the next number of years playing anything substantially different out than this.

There are some interesting options available to us in the core of our business with respect to organic development. We're playing those stories through. But again, you never say never, and that's been consistently how we've approached M&A as a company for the last seven years..

Okay, that's helpful. And, Mike, if I could just ask one more because I think it is really important. I was hoping you could talk a little bit more about your culture and employee morale. A lot is going on at your company, to say the least.

So I really want to hear from you your conviction level that your employees are motivated enough to carry out your transformation plan. And then how are you retaining the talent you need and incentivizing them to carry out this plan? Thanks..

Bonnie, it's an excellent question. It's a really important question, and it's why I made the point about creating this space for management to get back to doing what we are accountable for doing.

Any change agenda as broad sweeping as this one that takes out significant head count like this one has already, and will in the near future as we reset our corporate infrastructure for the size of the company we will have, comes with costs. And I don't mean financial costs, I mean people costs, employee morale costs.

When you do change management of this scope, you fracture relationships. You break a social contract between people and their company. And it's not as much about the folks that leave as it is about the uncertainty that's created for the folks that are staying.

And it's really important for us to engage and listen actively and work to help people understand where we're headed and the company we're trying to build. And that takes a lot of time. It's an important part of what leaders are accountable for, and it's an important part of what I'm accountable for.

There is no doubt that in the moment we're in right now, employee morale and uncertainty is quite high. That's why it was important to get today's announcement out there.

As disruptive and jarring as it might be for folks at Jostens and Pure Fishing, it provides certainty for the balance of the company and clarity for the balance of the company as to where our focus and energy is going to pivot towards. So that's an important first step. But it goes way beyond that.

And it's going to require the entire leadership team to get externally focused and into the business so that we can listen and actively engage and address concerns people have. Part of that has to do with retaining talent, so you're right. And you can count on us to focus on doing that in the appropriate way.

And part of that has to do with us listening actively to the feedback we're being given. Later this year, we'll implement what's called an engagement survey that will reach out to every employee in the company, in the remaining company, and that will be probably about 24,000 employees.

So unlike Glassdoor, where you get 150 data points, we're going to get 24,000 data points. And we'll be able to cut the data by factory, by location, by tenure, by gender, by ethnicity if people offer that perspective up, and by age if people offer that perspective up. And we'll be able to get a read on where people are.

We have an 81-question questionnaire that we've used repeatedly at Newell Rubbermaid that we'll use again so that we can benchmark our scores against prior scores. We get verbatims. We collect verbatims from all 24,000 people in every language in the world. Last time we did this, which was before the Jarden acquisition, I read every single verbatim.

And I will do it again because there's lots of texture that comes through that feedback. So I think, Bonnie, it would be disingenuous of me to tell you that we've established a culture and that it's positive.

But clearly, our intention is to build a positive performance culture at Newell Brands, one that recognizes the importance of accountability, one that recognizes the importance of building an own-grown organization, where we're not as dependent on talent in from the outside.

But we are building an organization that's self-sustaining, that's dependent on an ecosystem that values individual development and growth from within. That has to get going and there's a lot of work to do to breathe life into it, and it's not going to happen overnight. It happens over a period of time. There is no culture switch you can flip.

Culture is earned over a period of time. And you can count on me personally to think about that as the most important aspect of my legacy in this company going forward. And we've got a lot of work to do there..

Okay, thank you..

Now we'll hear from Rupesh Parikh with Oppenheimer..

Good morning, thanks for taking my question. So, Mike, I was hoping to touch more on your longer-term portfolio. I was hoping for a couple more stats you can provide there.

So maybe just first, how are you thinking about category growth for what's remaining? And as you look at your remaining portfolio, how much exposure do you think you'll still have to challenging parts of the U.S. retail backdrop? Thank you..

Rupesh, good question. Category growth should grow and has historically grown in these businesses in line with GDP. That growth rate over time may increase as we deploy the portfolio internationally because there are higher growth rates in these categories outside of the developed world.

And so as we increasingly head in that direction, which is clearly a long-term goal of the company, you should see category growth rates over time accelerate. In many ways, we own the category growth rate because we have the leadership positions in these businesses.

And so if we're doing our work, if we're spending the right level of money, if we're bringing innovative ideas to market that expand the relevance of the category or premiumize the category, we'll see growth rates accelerate. So in some ways, we have an obligation to drive that as the leaders.

But I think the way to build a plan is to look at GDP growth and then decide whether there's an overhang in the U.S. related to retailer consolidation.

I think as we look at the path forward, there will be that overhang, but we're taking action in the first half of the year to deal with the most acute aspects of our exposure, dealing with these new retailer-driven targets for inventory levels in the distributive trade and the office superstore channels.

That actually is helpful to us long term to take that hit now, get that inventory down to whatever their target levels are, and then move forward from there.

If you look at our exposures and you look at the opportunity we have in e-commerce, we have a big e-commerce business in this new company, 15% of our revenue globally e-based, 20% of our revenue in the U.S. e-based in the new model. So we are going to get a growth mix and margin mix benefit to the P&L from that presence.

That will more than offset the exposure we have in distressed retail formats. And the biggest areas there are in specialty and department and in the Writing channels that I've described to you and in our own Yankee Candle retail format, where we will continue to exit retail as leases become obsolete..

Okay, great. Thank you..

Our next question will come from Andrea Teixeira with JPMorgan..

Hi, thank you. Good morning. I have one question related to sales but in three parts, please. One is I was hoping you can clarify the comment about the $200 million excess inventory at TRU.

And is it all of your products or the whole industry inventory? The second part of the question is overall, your whole business, how much of the inventory reductions at retailers is actually destocking or lost shelf space? And lastly, the third part of the question, should we expect any stock-outs from your ERP transition or mostly will it be back office related? Thank you..

So on the $200 million inventory number I provided, that is our estimate. We don't have knowledge of that per se. That's our estimate of the inventory level that Toys "R" Us had of Baby Gear product across the entire industry when they declared bankruptcy – or when they declared their liquidation.

Our exposure in that channel is obviously less than that but pretty much in line with our market share at TRU, which was in the high 30s. So that's where we started.

Obviously, we're sitting here in the middle of April, late April, actually early May now, and they've been liquidating from the point that they announced, so inventory levels have come down quite a bit.

So my comment about TRU inventories related to the fact that every sale that happens there as they liquidate those inventories has no new revenue, no sell-in behind it.

And to the degree that they're taking more than their fair share of the market into their stores or as part of the liquidation process because of lower price points, that's taking purchases away from the other Baby Gear customers that are out there.

And therefore, they are not issuing replenishment orders as they might normally do because their POS is being impacted by the liquidation. So that's the moment we're in on that aspect of things. We also built a plan that assumed only 182 stores were going to come out this year as opposed to 800 in the U.S.

So we have a Q2, Q3, Q4 hole in our customer business plans to fill. We think Q3-Q4, that hole will be filled by other retailers because, by that point, the liquidation process will be over.

And just as consumers buy product when they're pregnant and there's nothing going on with the birth rates, and typically they buy from six months onward, and 70% of the category sales are first-time expectant moms. So there will be demand in Q3 and Q4 that TRU will not be satisfying that other retailers now will be.

And we want to make sure we capture more than our fair share of that demand. So we do think things recover. So on Baby, that's what I would say. Andrea, could you give me the other two questions you had as well? I was so absorbed in Baby, I lost them..

Yeah. Before we go, just to clarify with what you just said, so you're saying that your flat to low single-digit guidance now for core sales growth actually implies that you're not going to have additional – you're going to have these 180 stores to 800 being absorbed by the other retailers as you progress the year..

After we get out of Q2, early Q3, that's how this will play out because the market is not going to shrink. People are getting pregnant. 70% of the category sales, they need car seats, they need strollers. They're going to buy somewhere. So they're either going to buy at Walmart or Target, at buybuy BABY, at Amazon, or off of our own web platform..

But do you believe that you have the same market share of high 30s on these other retailers? That's actually my next question..

We're going to make sure we do. We're the leader in the U.S. That's the whole point about being out there and working to capture more than our fair share. In some places we do. Most of the big places we do. In one place in particular we don't, and we're thinking about how to make sure we get that faster than other people can.

One of the advantages we have, and I say this when we talk about the company strategically, is that we've got the advantage of scale versus subscale competitors that tend to be single-category-based. And so as we compete against other folks, we have more resource to be able to deploy in moments like this than other people do.

So we're going to cover that landscape and we're going to look to make sure we build our market share through this process. But your point is right. Share is not the same everywhere. And our share in Baby Gear was higher at BRU than it is in aggregate in the general market by about 20 – 30 basis points.

So we're going to want to make sure we capture that and then some. And we should have the firepower to do that as a company of our stature, with the ideas we're bringing to market, and as a company with the resources we've got..

Great. And the other two parts of the same question is that if you believe that the inventory reductions at retailers is actually only inventory reductions, or are you actually suffering some shelf space issues? And the other part was the stock-outs that you may encounter with the new ERP.

Is that something you are considering or that's not part of the plan?.

Let me be clear about ERP transitions. We have one major ERP move going on. We just did – we went to SAP on Appliances & Cookware in Latin America, and we will go to SAP on Appliances & Cookware in North America in the third quarter. Other than that, most of our ERP transition work is behind us now.

So the massive reduction in ERP systems actually doesn't have anything to do with ERP implementation. It has to do with us selling assets that brought the complexity of ERP systems, of those 39 ERP systems to the company. So that's sold simplification is the way I would characterize that.

So, other than this major transition in A&C and a couple of little....

Smaller ones....

...smaller ones we've got to do next year, the ERP transition is behind us.

That's why I say that as we get to the end game here by the end of 2019, we'll have the kind of visibility and information management tools to be able to identify new opportunities for productivity, new opportunities for working capital optimization, because simplification doesn't come through some protracted ERP implementation plan.

It comes through the simplification of the portfolio..

Right.

And that the second part is, just on the shelf space, how is your shelf space and distribution points behaving ex-TRU? How are you now looking at this across all the businesses, please?.

I'll give you the answer I give to my teams, which is I'm not happy, not because we've declined. We've got good shelf presence, but there's huge opportunity for us to apply category management skills in these categories to broaden our presence.

There are really unproductive SKUs in many places that are competitive SKUs that we ought to be able to dislodge by making the business case for that with our retail partners. So I'm never happy with distribution, ever, on the core, and I'll never proclaim success.

There'll never be a banner across the bow of the aircraft carrier that says mission accomplished. There's a ton of distribution opportunities available to us in the core in the U.S. And that's before you consider outside the U.S. opportunities. We're challenged in some cases by the physical cube of our products, which we've got to get creative around.

I'm not happy in Appliances & Cookware, for example. I think we need a broader physical presence. We need the right portfolio, visible at retail, such that people can see the full price continuum from entry point to premium, as they can on e-commerce today.

And so we've got to figure out how to do that, and the answer may be some sort of multichannel solution. But the thing that I'm most excited about in the moment is getting back to challenges like that one as opposed to what I've been spending my time on for the last number of months.

That's where I can add more value is in the business, partnering with the divisions, thinking through some of these interesting challenges that have tremendous revenue and profit connected to them. That's where I can create the most value. And that's where I'm going, assuming the degrees of freedom widen here as we move forward..

And it's marginally getting worse or starting to get better, how that process is?.

We've made major progress on distribution over the last six years. If you went back and look at our total distribution points in 2012-2013 and look at where we are now, we're way better than we were. I'm just always dissatisfied with where we are, and I think we can do even better..

But most recently as you progressed from the fourth quarter into the first and then as you go into the balance of the year, how do you see the TDPs [Total Distribution Points] from a broad perspective, in the non-tracked channels of course because we can see the tracked ones?.

I don't have any problem with our current distribution opportunities. We're looking for more. Obviously, there are puts and takes every year with respect to line reviews, et cetera. The places where we've got the most momentum right now would be in Home Fragrance and in Writing.

And the place where we have the least momentum right now would be in recreational equipment, where we continue to spar with one of our leading retailers on their private label brand on that interface. So there's always a continuum of outcomes, but nothing structural or strategic to offer to you other than a general sense of dissatisfaction..

Thank you, Mike..

We have time for one more question, and that question will come from Olivia Tong with Bank of America Merrill Lynch..

Great, thanks. Just a couple of clarification things. First on consumption, clearly there's a lot of noise in your numbers with the retail liquidations, inventory adjustments, et cetera.

So can you give a sense of what your consumption actually looks like? And then on Writing, you talked about getting ahead of the revised targets from retailers and Writing distributors, but I guess what's the rationale for fast-tracking that other than obviously being a good customer? Because I would have thought that as back-to-school approaches that you'd want to have more inventory on shelf, not less.

And what are your competitors doing? Are they also trying to accelerate on delivery to those targets? Thank you..

I don't know what our competitors are doing. I want to get to that point because I want to have our whole business model function on sell-out as opposed to sell-in and the disconnect between the two. This will not compromise at all our presence at back-to-school. We should have a strong back-to-school. There's no exceptions to that.

But getting this issue behind us so that we are growing in line with our sell-out I think is important because too much of our conversations with you guys and with others are focused on this divergence that's occurred between sell-in and sell-out. And so I want the entire organization pivoting to a sell-out-based marketing and selling model.

Part of that is getting our trade programs designed and aligned in the right way. And so one of the gets we get in return for the give on speed on inventories is the new trade program in those channels that variablizes our investment. And so there are reasons to do this in this way.

And I won't go any deeper than that, but there are reasons to do this in this way that are in our interest from a margin development perspective going forward and from a working capital perspective going forward. So we're going to get this behind us as best we can in the first half and then get the business on turn as best we can going forward.

What was your other question, Olivia?.

It was just around consumption..

Consumption, as I mentioned, the markets grew about 1% on a sales-weighted market growth basis in the first quarter. Our shares were up about 10 basis points across the aggregate. We had share growth if the categories I mentioned in the script. And we were somewhere around 1%-ish, 1.5% POS growth in the quarter..

Thank you..

All right, that will conclude our question-and-answer session. I'll turn the call back over to Mike Polk for closing remarks..

I'll just end where I started. I think the most important message I can send at this point in time is to our people. I am grateful for the persistence and the determination and the focus you've exhibited through a very trying period of time for the company.

And I appreciate everything you're doing to keep the business moving through this period where management and myself were a little bit disengaged and focused externally.

I'm sure some of you will be happy to note that we'll get back into the business, and I will particularly get back into the business, and maybe some of you won't be so happy about that. But that is where I'm headed.

I'm headed back to visit with you guys and to get out and engage on the business issues and, for a period of time, turn my back a bit on the outside markets. And I look forward to doing that, you have no idea. Talk to you soon. Thank you..

A replay of today's call will be available today at our website at newellbrands.com. That concludes today's conference. You may now disconnect..