UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11251 / September 29, 2023

SECURITIES EXCHANGE ACT OF 1934

Release No. 98629 / September 29, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4469 / September 29, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21766

In the Matter of

NEWELL BRANDS INC. 

and MICHAEL B. POLK,

Respondents.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), against Newell Brands Inc. (“Newell”) and Michael B. Polk (“Polk”) (collectively, 

“Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers

of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V with respect to Polk,

Respondents consent to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant 

to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 

1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
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III.

On the basis of this Order and Respondents’ Offers, the Commission finds1 that:

SUMMARY

1. This matter involves Newell’s misleading statements regarding non-GAAP 

financial measures that it called “core sales growth” and “core sales,” which Newell described in 

its earnings releases as giving investors “a more complete understanding of underlying sales 

trends.” Newell explained that the core sales measure would allow investors to understand “sales 

on a consistent basis” by removing from its “net sales” measure the effects of acquisitions, 

divestitures, and foreign currency fluctuations. Newell disclosed its year-over-year core sales 

growth rate as part of the headline of its quarterly earnings releases. Newell also provided 

investors guidance about its expected core sales growth rate, and analysts followed Newell’s 

publicly announced core sales growth.

2. From Q3 2016 through Q2 2017 (the “Relevant Period”), Newell announced core 

sales growth rates that were misleading because Newell did not also disclose that its publicly 

disclosed core sales growth rate was higher as the result of actions taken by Newell that were 

unrelated to its actual underlying sales trends. Internal communications during this period

recognized that Newell’s sales were disappointing and had fallen short of management’s goals. In 

response, Newell’s then-CEO, Polk, approved plans to pull forward sales from future quarters, 

asked employees to examine accruals established for customer promotions in order to determine if 

they could be reduced, and agreed with decisions to reclassify consideration payable to customers 

that resulted in the value of that consideration not being deducted as required by generally accepted

accounting principles (GAAP). These actions, which Newell did not disclose, increased Newell’s

publicly disclosed core sales growth rates during the Relevant Period, and, as a result, Newell’s 

and Polk’s descriptions of Newell’s growth to investors as “strong” and “solid” were misleading.

RESPONDENTS 

3. Newell Brands Inc. is a Delaware corporation with its principal place of business 

in Atlanta, Georgia. Newell’s common stock is registered pursuant to Section 12(b) of the 

Exchange Act and trades on the Nasdaq under the symbol “NWL.” Newell is required to file 

periodic reports, including annual reports on Form 10-K and quarterly reports on Form 10-Q, with 

the Commission pursuant to Section 13(a) of the Exchange Act and related rules thereunder. 

4. Michael B. Polk, age 62, resides in Bergen County, New Jersey. Polk was the 

CEO of Newell (previously known as Newell Rubbermaid Inc.) from July 2011 through June 

2019. 

1

 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
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FACTS

5. Newell is a consumer goods company that sells products under brands such as 

Rubbermaid, Sharpie, Elmer’s, Graco, and Calphalon. Newell Brands Inc. was known as Newell 

Rubbermaid Inc. until April 2016, when the company acquired Jarden Corporation (“Jarden”). 

A. Newell’s “Core Sales” and “Core Sales Growth” Measures 

6. Core sales and core sales growth were important non-GAAP financial measures to

Newell.2 Newell stated in its earnings releases that its “management believes that these nonGAAP financial measures and the information they provide are useful to investors since these 

measures . . . permit investors to view the company’s performance using the same tools that 

management uses to evaluate the company’s past performance . . . and prospects for future 

performance.” 

7. Newell also stated in its earnings releases that its “management believes that core 

sales provides a more complete understanding of underlying sales trends.” The core sales measure 

purportedly presented “sales on a consistent basis” by adjusting net sales to exclude the impacts of 

acquisitions, planned and completed divestitures, and foreign currency changes. Newell then 

determined and disclosed its year-over-year core sales growth in terms of dollars and percent 

growth.

8. Newell and Polk understood core sales growth to be material, relevant information 

to investors and emphasized Newell’s core sales growth rate in its earnings releases. Newell 

typically announced its year-over-year core sales growth rate as part of the headline at the top of its 

quarterly earnings releases. Newell also issued guidance to investors providing its expectations for 

annual core sales growth, and analysts reported and estimated Newell’s core sales growth rates

using the information disclosed by Newell. 

B. Newell’s Use of Pull Forwards, Accrual Reductions, and Reclassifications

9. During the last month of each quarter in the Relevant Period, Newell employees 

determined that its sales were inadequate to achieve management goals, including internal targets, 

guidance to investors, or analyst estimates. As part of an effort to achieve those goals, Polk was 

made aware of and approved plans to pull forward sales scheduled for subsequent quarters. To do 

so, Newell employees identified orders scheduled for delivery early the following quarter and

2

 A non-GAAP financial measure is a numerical measure of a registrant’s historical or future 

financial performance, financial position, or cash flows that (i) excludes amounts, or is subject to 

adjustments that have the effect of excluding amounts, that are included in the most directly 

comparable measure calculated and presented in accordance with GAAP in the statement of 

income, balance sheet, or statement of cash flows (or equivalent statements) of the issuer; or (ii) 

includes amounts, or is subject to adjustments that have the effect of including amounts, that are 

excluded from the most directly comparable measure so calculated and presented. 17 C.F.R. 

§ 244.101(a)(1). A non-GAAP financial measure does not include financial measures required 

to be disclosed by GAAP. § 244.101(a)(3). 
4

obtained customer permission to deliver those orders in the current quarter. Newell employees 

then informed Polk of the volume of orders that had been pulled forward.

10. Newell’s divisions were responsible for calculating whether accruals established for 

the cost of customer promotional incentives, discounts, and rebates should be adjusted to account 

for Newell’s historical sales and payments to customers for those incentives. In response to 

shortfalls in sales during the Relevant Period, Polk instructed employees during the quarterly 

closing process to scrutinize these accruals to determine whether funds could be released from 

those accruals, which would have the effect of increasing the quarter’s core sales announced by 

Newell. 

11. During the Relevant Period, Newell reclassified certain forms of consideration 

payable to customers as costs of goods sold or as selling, general, and administrative expenses 

rather than deductions from revenue. Although deductions from revenue reduced net sales and 

therefore core sales, amounts classified as costs of goods sold or selling, general, and 

administrative expenses did not affect core sales. These reclassifications therefore created the 

appearance of higher sales and sales growth. In addition, because Newell did not make a 

corresponding adjustment to the classifications in the prior year’s net sales and core sales 

calculations, an additional portion of the publicly disclosed sales “growth” was attributable only to 

the reclassification of this consideration, rather than actual growth in Newell’s underlying sales. 

These reclassifications were significant components of revenue growth necessary to understanding 

Newell’s operations during the Relevant Period. Polk was aware of these decisions and their effect 

on publicly disclosed sales growth.

12. Together, the effect of these actions on core sales growth resulted in Newell 

announcing misleading core sales growth figures in each quarter during the Relevant Period

because they did not provide an accurate or complete disclosure of “underlying sales trends,” 

despite Newell’s statements that investors should look to core sales growth to obtain this 

information. 

13. Newell’s quarterly sales were less than management’s goals each quarter during the 

Relevant Period. In internal communications, Polk expressed his disappointment that Newell’s 

sales had fallen short of management’s goals. However, Newell and Polk publicly announced

Newell’s core sales growth and characterized its growth as “strong” or “solid” without disclosing 

the impact of the actions described above. During the Relevant Period, Newell lacked disclosure 

controls and procedures that were reasonably designed to ensure that its disclosures regarding core 

sales growth were accurate and complete.

14. For Q3 2017, Newell announced year-over-year core sales growth of 0.4%, and for

Q4 2017, Newell announced a year-over-year decline in core sales of -1.9%.

Third Quarter of 2016

15. Toward the end of Q3 2016, Polk understood that Newell was facing order 

shortfalls in two regions, which were “driving the miss” in Newell’s results. Polk encouraged 

Newell employees to “leave no stone unturned,” including by seeking customer permission to get 
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“October dated orders to ship in September.” However, even with the addition of orders pulled 

forward from the next quarter, Newell’s sales in Q3 2016 were inadequate to meet management’s

goals. 

16. During the quarterly closing process that quarter, Newell management discussed 

other adjustments that would have the effect of increasing Newell’s publicly disclosed core sales 

growth. One adjustment that increased Newell’s publicly disclosed core sales growth was the 

reclassification of a type of consideration payable to customers that Newell called “freight 

allowances,” which were provided to customers to cover shipping costs. Newell’s legacy Jarden 

divisions, unlike its legacy Newell Rubbermaid divisions, had previously classified freight 

allowances as deductions from revenue. Newell decided in Q3 2016 to reclassify that 

consideration on its income statement as costs of goods sold as part of an effort to harmonize the 

practice of the Jarden divisions with that of the Newell Rubbermaid divisions. Because the core 

sales measure was not affected by costs of goods sold, this change created the appearance of 

increasing Newell’s core sales.

17. In addition, Newell only made this adjustment in 2016, without making a 

corresponding adjustment for the prior-year base number for 2015 against which Newell had 

calculated its year-over-year core sales growth. Polk was told that this reclassification created the 

appearance of a benefit to core sales growth because Newell was not making a corresponding 

adjustment to the prior-year base number, and that Newell therefore “need[ed] to think about 

disclosure.” However, Newell did not disclose that a significant portion of its publicly disclosed

core sales growth had resulted from the reclassification of freight allowances on its income 

statement, not the underlying sales trends that core sales growth ostensibly represented.

18. In its quarterly earnings release, included as an exhibit to a Form 8-K on October 

28, 2016, Newell stated that its core sales growth in Q3 2016 was 3.0%, meeting analyst 

expectations. In the earnings release, Newell and Polk referred to Newell’s “competitive levels of 

quarterly core sales growth and leading levels year to date,” as well as Newell’s “very good 

performance in the third quarter.” Polk attributed that growth to the strong growth of certain 

divisions. During an investor conference in November, Polk spoke about Newell’s “strong” 

growth, characterizing Newell’s core sales growth as “a measure of the underlying growth in the 

business.” When making these statements, neither Newell nor Polk disclosed that the publicly 

announced core sales growth rate was higher as a result of the actions described above, and 

therefore did not fully reflect Newell’s underlying sales trends.

Fourth Quarter of 2016

19. In the earnings release included as an exhibit to a Form 8-K on October 28, 2016, 

Newell issued “Updated 2016 Full Year Guidance.” Newell stated that it had raised the lower end 

of its 2016 full year guidance range for core sales growth from 3% to 3.5%. During an investor 

conference on November 15, 2016, Newell explained that this outlook implied that year-over-year 

core sales growth for the last quarter of the full year (Q4 2016) would be at least 2.5%.

20. At the end of Q4 2016, it became apparent to Newell and Polk that Newell’s sales 

were again falling short. Polk noted internally that “[w]e are short because of the lack of orders.” 
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He received an email stating that, although Newell had shipped some orders in December that had 

previously been expected to ship in January, Newell had nonetheless missed its target because of 

“a lack of orders,” because there was “extraordinary [sic] light shipment activity” in certain 

regions, and because “incoming January orders didn’t actually materialize to support” the targets.

21. Summarizing the quarter’s results internally, Polk described them as “a massive 

miss” and “disappointing.” Polk told his leadership team not to book new accruals and told 

financial personnel that they should “scrub” existing accruals established for the cost of customer

promotional incentives, discounts, and rebates, in order to identify accruals that should be reduced. 

During the quarterly closing process in January 2017, Polk told financial and business unit 

management that they should “turn over every rock looking for gross to net opportunities,” “not 

additional accruals,” and he outlined the negative consequences for Newell and its employees if the 

company did not achieve its core sales targets. 

22. In Newell’s Q4 2016 earnings release, which was included as an exhibit to a Form 

8-K on February 6, 2017, Newell stated that its quarterly core sales growth was 2.5%, which 

appeared to meet its guidance and resulted in annual core sales growth of 3.7%. Polk characterized 

these results in the earnings release as “competitive” and “very strong.” In the Q4 2016 earnings 

call, Polk similarly said that Newell had achieved solid fourth-quarter and strong full-year results. 

He communicated the same message in a February investor conference, stating that Newell had 

“delivered solid outcomes in Q4.” When making these statements, neither Newell nor Polk 

disclosed that the publicly announced core sales growth rate was higher as a result of the actions

described above, and therefore did not fully reflect Newell’s underlying sales trends.

First Quarter of 2017

23. Newell again faced disappointing sales in Q1 2017 that Polk understood would 

cause a “big miss on core.” Polk was informed that employees were “looking aggressively at 

orders to pull in” from the next quarter. He encouraged employees to pursue reductions of accruals 

from prior years as a means of achieving Newell’s core sales targets, and offered them an incentive 

for doing so. 

24. Although preliminary internal reports immediately after the end of the quarter 

indicated that Newell’s Q1 2017 core sales growth was about 1%, Newell ultimately announced

2.5% core sales growth to investors, beating analyst expectations. Internal reporting after the 

quarter ended demonstrated that Newell was able to achieve target core sales growth and exceed 

investor expectations due to accrual reductions and accounting changes that had nothing to do with 

underlying sales trends.

25. Despite the internal assessments indicating that Newell’s performance had fallen 

short of management’s goals, the headline of Newell’s earnings release, which was included as an 

exhibit to a Form 8-K on May 8, 2017, stated that Newell had achieved “strong first quarter 

results,” including 2.5% core sales growth. Newell and Polk stated in the earnings release that 

Newell’s “first quarter results provide strong evidence of our team’s capacity to perform while we 

transform,” that Newell had “delivered competitive core sales growth of 2.5 percent,” and that the 

“core sales results were broad based.” In the earnings call held that day, Polk similarly described 
7

Newell’s core sales growth as a “competitive outcome.” When making these statements, neither 

Newell nor Polk disclosed that the publicly announced core sales growth rate was higher as a result 

of the actions described above, and therefore did not fully reflect Newell’s underlying sales trends.

Second Quarter of 2017

26. Newell’s performance fell short of management’s goals again in Q2 2017, in part as 

a result of reduced orders and a warehouse fire that affected its second-largest business segment. 

Preliminary reporting sent to Polk showed that, without the effect of various adjustments, Newell’s 

year-over-year core sales growth for Q2 2017 would have been only 0.2%. During the quarterly 

closing process, Newell management discussed that accrual reductions and the reclassification of 

consideration payable to customers on Newell’s income statement would increase the core sales 

figures that Newell would communicate to investors. 

27. Newell adopted accounting changes that were inconsistent with GAAP and resulted 

in Newell reporting inflated growth in its net sales and core sales. Newell reclassified certain 

consideration payable to customers, including penalties paid to customers for failing to adhere to 

shipping requirements, and credits to compensate customers for distributing goods to individual 

stores. Rather than deducting from revenue the amount of that consideration in a manner 

consistent with GAAP, Newell reclassified the consideration as costs of goods sold, which 

increased Newell’s reported net sales and core sales. In addition, because Newell made these 

adjustments in Q2 2017 without making a corresponding adjustment to the sales that it had 

recorded for Q2 2016, these adjustments had the effect of appearing to further increase Newell’s 

year-over-year growth in net sales and core sales. The benefit of these accounting adjustments was

large enough to offset the negative impact on Newell’s performance from the warehouse fire and 

other issues.

28. Management received input from a member of the Audit Committee that not 

adjusting the prior year’s base could be judged after the fact to be overly aggressive. Newell’s 

auditor also raised concerns about these changes in its communications to management and 

Newell’s Audit Committee, identifying as a misstatement Newell’s classification of consideration 

payable to customers as costs of goods sold, and its failure to reclassify the prior period amounts. 

Newell proceeded with the reclassification despite these warnings. 

29. In its earnings release, which was included as an exhibit to a Form 8-K on 

August 4, 2017, Newell reported core sales growth of 2.5%, which Newell and Polk described as 

“a solid set of results” and “competitive growth.” During Newell’s quarterly earnings call, Polk 

told investors that Newell had “delivered a solid set of second quarter results,” including 

“consistent, competitive top line growth” and “standout core sales growth” in “many” of its 

businesses. When making these statements, neither Newell nor Polk disclosed that the publicly 

announced core sales growth rate was higher as a result of the actions described above, included 

adjustments that were inconsistent with the determination of core sales growth in prior periods, and 

did not fully reflect Newell’s underlying sales trends.

30. In its Form 10-Q filed on August 9, 2017, Newell reported net sales and cost of 

products sold amounts in its financial statements that reflected the misclassification of 
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consideration payable to customers in a manner inconsistent with GAAP. This misclassification 

was material because it resulted in Newell significantly overstating year-over-year growth in net 

sales and failing to disclose that its actual year-over-year core sales growth was nearly flat. In 

addition, Newell did not disclose that the benefit from the reclassification constituted a material 

change to its core sales growth calculation. 

C. Premature Revenue Recognition as a Result of “Pick and Holds”

31. Newell also recognized revenue prematurely during the Relevant Period, as a result 

of employees involved in shipping and transportation in certain divisions sending shipments early 

to customers without their approval in a practice referred to as “pick and holds.” So that these 

shipments would not arrive to customers earlier than scheduled, Newell employees arranged for 

third parties to pick up shipments from Newell and then store them for days or weeks until they 

could be delivered on the dates in the next quarter that had been requested by the customers. 

Newell prematurely recognized revenue for those shipments during the quarters in which they were 

picked up by carriers, before the revenue recognition criteria of ASC 605 (Revenue Recognition) 

were satisfied. These criteria required, among other things, that a shipment be made pursuant to an 

arrangement with the customer, and that the customer take title and assume the risks and rewards 

of ownership for delivery to occur. In its Forms 10-Q and 10-K for these periods, Newell reported 

in its financial statements net sales and income that reflected this revenue, which had been 

recognized earlier than permitted by GAAP but in amounts that were less than 0.1% of net sales in 

each quarter during the Relevant Period. 

D. Polk’s Representations, and Newell’s Offer and Sale of Securities

32. As CEO of Newell during the Relevant Period, Polk was involved in the 

preparation and review of Newell’s Commission filings, signed Newell’s Forms 10-K and 10-Q, 

and participated in Newell’s earnings calls. Polk signed management representation letters to 

Newell’s auditor, letters which stated that Newell’s financial statements had been prepared and 

presented in accordance with GAAP and that the effects of any uncorrected misstatements were 

immaterial. Polk also signed certifications attached to Newell’s Forms 10-K and 10-Q during the 

Relevant Period that the information contained in those filings “fairly present[ed], in all material 

respects, the financial condition and results of operations of the Company.”

33. Newell offered and sold securities during the Relevant Period. 

VIOLATIONS

34. Section 17(a)(2) of the Securities Act proscribes, in the offer or sale of a security,

the receipt of “money or property by means of any untrue statement of a material fact or any 

omission to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading.” Section 17(a)(3) of the Securities 

Act proscribes, in the offer or sale of a security, engaging “in any transaction, practice, or course of 

business which operates or would operate as a fraud or deceit upon the purchaser.” A violation of 

these provisions does not require scienter and may rest on a finding of negligence. See Aaron v. 

SEC, 446 U.S. 680, 702 (1980).
9

35. Section 13(a) of the Exchange Act requires issuers to file such periodic and other 

reports as the Commission may prescribe and in conformity with such rules as the Commission 

may promulgate. Exchange Act Rules 13a-1, 13a-11, and 13a-13 require the filing of annual, 

current, and quarterly reports, respectively. The obligation to file such reports embodies the 

requirement that they be true and correct. See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1165 

(D.C. Cir. 1978). In addition to the information expressly required to be included in such reports, 

Rule 12b-20 of the Exchange Act requires issuers to add such further material information, if any, 

as may be necessary to make the required statements, in the light of the circumstances under which 

they are made, not misleading. A violation of these reporting provisions does not require scienter 

and may rest on a finding of negligence. See SEC v. Wills, 472 F. Supp. 1250, 1268 (D.D.C. 

1978).

36. In addition, Section 13(a) of the Exchange Act requires issuers such as Newell to 

file periodic reports with the Commission containing such information as the Commission 

prescribes by rule. Quarterly and annual reports for issuers such as Newell must comply with 

Regulation S-K Item 303, which during the Relevant Period required, among other things, a 

discussion of “any known trends or uncertainties that have had or that the registrant reasonably 

expects will have a material favorable or unfavorable impact on net sales or revenues or income 

from continuing operations.” It also required that reports describe “any other significant 

components of revenues or expenses that, in the registrant’s judgment, should be described in order 

to understand the registrant’s results of operations.” Instruction 3 to Item 303(a) of Regulation S-K 

required that the discussion and analysis in Forms 10-K “shall focus specifically on material events 

and uncertainties known to management that would cause reported financial information not to be 

necessarily indicative of future operating results or of future financial condition.” Item 303(b) of 

Regulation S-K required that the discussion and analysis in Forms 10-Q shall discuss material 

changes in such known trends, uncertainties, or results of operations, including an identification of 

any significant elements of the registrant’s income from continuing operations which are not 

necessarily representative of the registrant’s ongoing business.

37. Newell did not disclose that the reclassification of consideration payable to 

customers was a change that caused Newell’s reported net sales and financial information not to be 

indicative of its future operating results, and was a significant component of revenue growth 

necessary to understand Newell’s results of operations during the Relevant Period; that its use of 

pull forwards created an uncertainty that was reasonably expected to have a material effect on its 

future revenue and cause reported financial information not to be necessarily indicative of future 

operating results; or that the actions described above materially increased Newell’s publicly stated 

core sales and core sales growth. During the Relevant Period, Newell lacked disclosure controls 

and procedures that were reasonably designed to ensure that its disclosures regarding core sales 

growth were accurate and complete.

38. Section 13(b)(2)(A) of the Exchange Act requires, among other things, Exchange 

Act Section 12 registrants to make and keep books, records, and accounts that accurately and fairly 

reflect the transactions and dispositions of their assets. Section 13(b)(2)(B) of the Exchange Act 

requires, among other things, Exchange Act Section 12 registrants to devise and maintain a system 

of internal accounting controls sufficient to provide reasonable assurances that transactions are 

recorded as necessary to permit preparation of financial statements in accordance with GAAP. 
10

Scienter is not an element of a violation of the books-and-records and internal controls provisions. 

See Ponce v. SEC, 345 F.3d 722, 737 n.10 (9th Cir. 2003).

39. Exchange Act Rule 13b2-1 prohibits any person from directly or indirectly 

falsifying or causing to be falsified any book, record, or account subject to Section 13(b)(2)(A). 

Exchange Act Rule 13b2-2 prohibits an officer or director of an issuer from, among other things, 

making or causing to be made a materially false or misleading statement to an accountant in 

connection with any required audit of the issuer’s financial statements or the preparation of a report 

required to be filed with the Commission. Scienter is not required to establish a violation of either 

of these rules. See SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998).

40. Section 13(b)(5) of the Exchange Act prohibits any person from knowingly 

circumventing or knowingly failing to implement a system of internal accounting controls or 

knowingly falsifying any book, record, or account subject to Section 13(b)(2)(A).

41. Rule 100(b) of Regulation G of the Exchange Act prohibits registrants, and persons 

acting on their behalf, from making public a non-GAAP financial measure that contains an untrue 

statement of material fact or omits to state a material fact necessary in order to make the 

presentation of the non-GAAP financial measure, in light of the circumstances under which it is 

presented, not misleading. 

42. Exchange Act Rule 13a-14 requires that the principal executive officer of an issuer 

sign a certification stating that, based on their knowledge, the issuer’s Forms 10-K and 10-Q fairly 

present, in all material respects, the financial condition and results of operations of the issuer. 

43. Exchange Act Rule 13a-15(a) requires every issuer of a security registered pursuant 

to Section 12 of the Exchange Act to maintain disclosure controls and procedures designed to 

ensure that information required to be disclosed by an issuer in reports it files or submits under the 

Exchange Act is recorded, processed, summarized, and reported within the time periods specified 

in the Commission’s rules and forms.

44. Based on the foregoing, the Commission finds that Newell violated Securities Act 

Sections 17(a)(2) and 17(a)(3); Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B); 

Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a); and Rule 100(b) of Regulation 

G. 

45. Based on the foregoing, the Commission finds that Polk violated Exchange Act 

Section 13(b)(5), Exchange Act Rules 13a-14, 13b2-1, and 13b2-2, and Rule 100(b) of Regulation 

G, and was a cause of Newell’s violations of Securities Act Sections 17(a)(2) and 17(a)(3); 

Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B); Exchange Act Rules 12b-20, 13a-1, 

13a-11, 13a-13, and 13a-15(a); and Rule 100(b) of Regulation G.

NEWELL’S COOPERATION AND REMEDIATION

46. In determining to accept Newell’s Offer, the Commission considered the 

cooperation it provided during the Commission’s investigation, including by disclosing 

information about conduct that the Staff had not yet uncovered through its own investigation, 
11

conducting an internal investigation regarding this conduct, and identifying key documents found 

in that investigation. This cooperation substantially advanced the quality and efficiency of the 

Staff’s investigation and conserved Commission resources. The Commission also considered 

remedial acts undertaken by Newell subsequent to the period of misconduct, including changes to 

senior management; improvements in Newell’s control environment and quarterly close process; 

and its investigation, training, and discipline of employees involved in “pick and holds.”

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondents’ Offers.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent Newell cease and desist from committing or causing any violations and any future 

violations of Securities Act Sections 17(a)(2) and 17(a)(3); Exchange Act Sections 13(a), 

13(b)(2)(A), and 13(b)(2)(B); Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a); 

and Rule 100(b) of Regulation G.

B. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent Polk cease and desist from committing or causing any violations and any future 

violations of Securities Act Sections 17(a)(2) and 17(a)(3); Exchange Act Sections 13(a), 

13(b)(2)(A), 13(b)(2)(B), and 13(b)(5); Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a14, 13a-15(a), 13b2-1, and 13b2-2; and Rule 100(b) of Regulation G.

C. Newell shall, within 14 days of the entry of this Order, pay a civil money penalty in 

the amount of $12,500,000 to the Securities and Exchange Commission. Polk shall, within 14 

days of the entry of this Order, pay a civil money penalty in the amount of $110,000 to the 

Securities and Exchange Commission. If timely payment is not made, additional interest shall 

accrue pursuant to 31 U.S.C. § 3717. 

Payment must be made in one of the following ways: 

(1) Respondents may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondents may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondents may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and 

hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341
12

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying the

Respondents in these proceedings, and the file number of these proceedings; a copy of the cover 

letter and check or money order must be sent to D. Mark Cave, Division of Enforcement, 

Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549. 

D. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is 

created for the penalties referenced in paragraph C above. Amounts ordered to be paid as civil 

money penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondents agree that in any Related Investor Action, they shall not argue that they are entitled 

to, nor shall they benefit by, offset or reduction of any award of compensatory damages by the 

amount of any part of Respondents’ payments of a civil penalty in this action (“Penalty Offset”). If 

the court in any Related Investor Action grants such a Penalty Offset, Respondents agree that they 

shall, within 30 days after entry of a final order granting the Penalty Offset, notify the 

Commission’s counsel in this action and pay the amount of the Penalty Offset to the Securities and 

Exchange Commission. Such a payment shall not be deemed an additional civil penalty and shall 

not be deemed to change the amount of the civil penalty imposed in this proceeding. For purposes 

of this paragraph, a “Related Investor Action” means a private damages action brought against any 

Respondent by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Order instituted by the Commission in this proceeding.

E. Newell acknowledges that the Commission is not imposing a civil penalty in excess 

of $12,500,000 based upon its cooperation in a Commission investigation. If at any time following 

the entry of the Order, the Division of Enforcement (“Division”) obtains information indicating 

that Newell knowingly provided materially false or misleading information or materials to the 

Commission, or in a related proceeding, the Division may, at its sole discretion and with prior 

notice to Newell, petition the Commission to reopen this matter and seek an order directing that 

Newell pay an additional civil penalty. Newell may contest by way of defense in any resulting 

administrative proceeding whether it knowingly provided materially false or misleading 

information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 

or remedy, including, but not limited to, any statute of limitations defense.

V.

It is further Ordered, in accordance with Polk’s Offer, that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

findings in this Order are true, and that such findings shall be accepted and deemed true, without 

further proof by any party, in any nondischargeability proceeding involving the Commission, and 

further, that any debt for disgorgement, prejudgment interest, civil penalty or other amounts due by 

Polk under this Order or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Polk of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) 

of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).
13

By the Commission.

Vanessa A. Countryman

Secretary