UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the Quarterly Period Ended ~~March 31,~~June 30, 2023

Commission File Number 1-9608

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)


Delaware						36-3514169
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6655 Peachtree Dunwoody Road,

Atlanta, Georgia 30328

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 418-7000

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS

TRADING SYMBOL

NAME OF EXCHANGE ON WHICH REGISTERED

Common stock, $1 par value per share

NWL

Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding (net of treasury shares) as of ~~April~~July 24, 2023: ~~414.1~~414.2 million.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Net sales	Net sales		$	1,805		$	2,388	Net sales	$	2,204	$	2,534	$	4,009	$	4,922
Cost of products sold	Cost of products sold		1,323			1,648		Cost of products sold	1,575		1,698		2,898		3,346
Gross profit	Gross profit		482			740		Gross profit	629		836		1,111		1,576
Selling, general and administrative expenses	Selling, general and administrative expenses		480			518		Selling, general and administrative expenses	476		504		956		1,022
Restructuring costs, net	Restructuring costs, net		38			5		Restructuring costs, net	22		4		60		9

Operating income (loss)			(36)			217
Impairment of goodwill, intangibles and other assets								Impairment of goodwill, intangibles and other assets	11		—		11		—
Operating income								Operating income	120		328		84		545
Non-operating expenses:	Non-operating expenses:							Non-operating expenses:
Interest expense, net	Interest expense, net		68			59		Interest expense, net	76		55		144		114

Other (income) expense, net	Other (income) expense, net		12			(118)		Other (income) expense, net	9		21		21		(97)
Income (loss) before income taxes	Income (loss) before income taxes		(116)			276		Income (loss) before income taxes	35		252		(81)		528
Income tax provision (benefit)			(14)			48
Income tax provision								Income tax provision	17		53		3		101
Net income (loss)	Net income (loss)		$	(102)		$	228	Net income (loss)	$	18	$	199	$	(84)	$	427

Weighted average common shares outstanding:	Weighted average common shares outstanding:							Weighted average common shares outstanding:
Basic	Basic		413.9			421.9		Basic	414.2		413.8		414.0		417.9
Diluted	Diluted		413.9			424.7		Diluted	415.3		415.7		414.0		420.2

Earnings (loss) per share:	Earnings (loss) per share:							Earnings (loss) per share:
Basic	Basic		$	(0.25)		$	0.54	Basic	$	0.04	$	0.48	$	(0.20)	$	1.02
Diluted	Diluted		$	(0.25)		$	0.54	Diluted	$	0.04	$	0.48	$	(0.20)	$	1.02


Comprehensive income (loss):	Comprehensive income (loss):					Comprehensive income (loss):
Net income (loss)	Net income (loss)	$	(102)	$	228	Net income (loss)	$	18	$	199	$	(84)	$	427
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:					Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	18		29		Foreign currency translation adjustments	(10)		(107)		8		(78)
Pension and postretirement costs	Pension and postretirement costs	(1)		5		Pension and postretirement costs	—		7		(1)		12
Derivative financial instruments	Derivative financial instruments	(10)		—		Derivative financial instruments	(7)		11		(17)		11
Total other comprehensive income, net of tax		7		34
Total other comprehensive loss, net of tax						Total other comprehensive loss, net of tax	(17)		(89)		(10)		(55)

Total comprehensive income (loss)	Total comprehensive income (loss)	$	(95)	$	262	Total comprehensive income (loss)	$	1	$	110	$	(94)	$	372

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except par values)


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Assets:	Assets:					Assets:
Cash and cash equivalents	Cash and cash equivalents	$	271	$	287	Cash and cash equivalents	$	317	$	287
Accounts receivable, net	Accounts receivable, net	1,218		1,250		Accounts receivable, net	1,285		1,250
Inventories	Inventories	2,240		2,203		Inventories	1,937		2,203
Prepaid expenses and other current assets	Prepaid expenses and other current assets	326		312		Prepaid expenses and other current assets	300		312
Total current assets	Total current assets	4,055		4,052		Total current assets	3,839		4,052
Property, plant and equipment, net	Property, plant and equipment, net	1,213		1,184		Property, plant and equipment, net	1,207		1,184
Operating lease assets	Operating lease assets	571		578		Operating lease assets	550		578
Goodwill	Goodwill	3,305		3,298		Goodwill	3,310		3,298
Other intangible assets, net	Other intangible assets, net	2,635		2,649		Other intangible assets, net	2,612		2,649
Deferred income taxes	Deferred income taxes	798		810		Deferred income taxes	794		810
Other assets	Other assets	699		691		Other assets	708		691
Total assets	Total assets	$	13,276	$	13,262	Total assets	$	13,020	$	13,262
Liabilities:	Liabilities:					Liabilities:
Accounts payable	Accounts payable	$	1,092	$	1,062	Accounts payable	$	1,013	$	1,062
Accrued compensation	Accrued compensation	112		123		Accrued compensation	128		123
Other accrued liabilities	Other accrued liabilities	1,235		1,272		Other accrued liabilities	1,322		1,272
Short-term debt and current portion of long-term debt	Short-term debt and current portion of long-term debt	852		621		Short-term debt and current portion of long-term debt	597		621
Total current liabilities	Total current liabilities	3,291		3,078		Total current liabilities	3,060		3,078
Long-term debt	Long-term debt	4,776		4,756		Long-term debt	4,753		4,756
Deferred income taxes	Deferred income taxes	501		520		Deferred income taxes	479		520
Operating lease liabilities	Operating lease liabilities	505		512		Operating lease liabilities	482		512
Other noncurrent liabilities	Other noncurrent liabilities	870		877		Other noncurrent liabilities	931		877
Total liabilities	Total liabilities	9,943		9,743		Total liabilities	9,705		9,743
Commitments and contingencies (Footnote 17)
Commitments and contingencies (Footnote 17)						Commitments and contingencies (Footnote 17)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2023 and December 31, 2022)		—		—
Common stock (800.0 authorized shares, $1.00 par value, 439.4 shares and 438.6 shares issued at March 31, 2023 and December 31, 2022, respectively)		439		439
Treasury stock, at cost (25.3 shares and 25.0 shares at March 31, 2023 and December 31, 2022, respectively)		(627)		(623)
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at June 30, 2023 and December 31, 2022)						Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at June 30, 2023 and December 31, 2022)	—		—
Common stock (800.0 authorized shares, $1.00 par value, 439.5 shares and 438.6 shares issued at June 30, 2023 and December 31, 2022, respectively)						Common stock (800.0 authorized shares, $1.00 par value, 439.5 shares and 438.6 shares issued at June 30, 2023 and December 31, 2022, respectively)	440		439
Treasury stock, at cost (25.3 shares and 25.0 shares at June 30, 2023 and December 31, 2022, respectively)						Treasury stock, at cost (25.3 shares and 25.0 shares at June 30, 2023 and December 31, 2022, respectively)	(627)		(623)
Additional paid-in capital	Additional paid-in capital	6,965		7,052		Additional paid-in capital	6,945		7,052
Retained deficit	Retained deficit	(2,440)		(2,338)		Retained deficit	(2,422)		(2,338)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,004)		(1,011)		Accumulated other comprehensive loss	(1,021)		(1,011)

Total stockholders’ equity	Total stockholders’ equity	3,333		3,519		Total stockholders’ equity	3,315		3,519
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	13,276	$	13,262	Total liabilities and stockholders’ equity	$	13,020	$	13,262

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	(102)	$	228	Net income (loss)	$	(84)	$	427
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	81		76		Depreciation and amortization	159		147

Impairment of goodwill, intangibles and other assets						Impairment of goodwill, intangibles and other assets	11		—
Gain from sale of business	Gain from sale of business	—		(130)		Gain from sale of business	—		(133)
Deferred income taxes	Deferred income taxes	6		326		Deferred income taxes	4		312
Stock based compensation expense	Stock based compensation expense	11		14		Stock based compensation expense	20		23
Pension settlement charge						Pension settlement charge	5		—

Other, net	Other, net	4		(2)		Other, net	(7)		(1)
Changes in operating accounts excluding the effects of divestiture:	Changes in operating accounts excluding the effects of divestiture:					Changes in operating accounts excluding the effects of divestiture:
Accounts receivable	Accounts receivable	45		14		Accounts receivable	(14)		(177)
Inventories	Inventories	(27)		(403)		Inventories	282		(692)
Accounts payable	Accounts payable	26		25		Accounts payable	(54)		106
Accrued liabilities and other	Accrued liabilities and other	(121)		(420)		Accrued liabilities and other	(45)		(462)
Net cash used in operating activities		(77)		(272)
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	277		(450)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from sale of divested business	Proceeds from sale of divested business	—		620		Proceeds from sale of divested business	—		620
Capital expenditures	Capital expenditures	(83)		(70)		Capital expenditures	(142)		(140)

Other investing activities, net	Other investing activities, net	15		9		Other investing activities, net	48		19
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(68)		559		Net cash provided by (used in) investing activities	(94)		499
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net proceeds from short-term debt		232		—
Short-term debt, net						Short-term debt, net	(23)		372

Payments on current portion of long-term debt	Payments on current portion of long-term debt	—		(1)		Payments on current portion of long-term debt	(1)		(2)

Repurchase of shares of common stock	Repurchase of shares of common stock	—		(275)		Repurchase of shares of common stock	—		(325)
Cash dividends	Cash dividends	(97)		(100)		Cash dividends	(126)		(195)

Equity compensation activity and other, net	Equity compensation activity and other, net	(7)		(17)		Equity compensation activity and other, net	(8)		(35)
Net cash provided by (used in) financing activities		128		(393)
Net cash used in financing activities						Net cash used in financing activities	(158)		(185)
Exchange rate effect on cash, cash equivalents and restricted cash	Exchange rate effect on cash, cash equivalents and restricted cash	(1)		8		Exchange rate effect on cash, cash equivalents and restricted cash	2		(3)
Decrease in cash, cash equivalents and restricted cash		(18)		(98)
Increase (decrease) in cash, cash equivalents and restricted cash						Increase (decrease) in cash, cash equivalents and restricted cash	27		(139)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	303		477		Cash, cash equivalents and restricted cash at beginning of period	303		477
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	285	$	379	Cash, cash equivalents and restricted cash at end of period	$	330	$	338

Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Restricted cash at beginning of period	Restricted cash at beginning of period	$	16	$	37	Restricted cash at beginning of period	$	16	$	37
Restricted cash at end of period	Restricted cash at end of period	14		35		Restricted cash at end of period	13		15

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(Amounts in millions, except per share amounts)
Common
Stock Treasury
Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Balance at December 31, 2022 $ 439 $ (623) $ 7,052 $ (2,338) $ (1,011) $ 3,519
Comprehensive income (loss) — — — (102) 7 (95)
Dividends declared on common stock - $0.23 per share — — (96) — — (96)
Equity compensation, net of tax — (4) 9 — — 5
Balance at March 31, 2023 $ 439 $ (627) $ 6,965 $ (2,440) $ (1,004) $ 3,333

Common
Stock Treasury
Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Balance at December 31, 2021 $ 450 $ (609) $ 7,734 $ (2,535) $ (882) $ 4,158
Comprehensive income — — — 228 34 262
Dividends declared on common stock - $0.23 per share — — (97) — — (97)
Equity compensation, net of tax 2 (14) 12 — — —
Common stock purchased and retired (11) — (264) — — (275)
Other — — (1) — — (1)
Balance at March 31, 2022 $ 441 $ (623) $ 7,384 $ (2,307) $ (848) $ 4,047


	Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Balance at March 31, 2023	$	439	$	(627)	$	6,965	$	(2,440)	$	(1,004)	$	3,333
Comprehensive income (loss)	—		—		—		18		(17)		1
Dividends declared on common stock - $0.07 per share	—		—		(30)		—		—		(30)
Equity compensation, net of tax	1		—		10		—		—		11





Balance at June 30, 2023	$	440	$	(627)	$	6,945	$	(2,422)	$	(1,021)	$	3,315

Balance at December 31, 2022	$	439	$	(623)	$	7,052	$	(2,338)	$	(1,011)	$	3,519
Comprehensive loss	—		—		—		(84)		(10)		(94)
Dividends declared on common stock - $0.30 per share	—		—		(126)		—		—		(126)
Equity compensation, net of tax	1		(4)		19		—		—		16





Balance at June 30, 2023	$	440	$	(627)	$	6,945	$	(2,422)	$	(1,021)	$	3,315


	Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Balance at March 31, 2022	$	441	$	(623)	$	7,384	$	(2,307)	$	(848)	$	4,047
Comprehensive income (loss)	—		—		—		199		(89)		110
Dividends declared on common stock - $0.23 per share	—		—		(95)		—		—		(95)
Equity compensation, net of tax	—		—		10		—		—		10
Common stock purchased and retired	(2)		—		(48)		—		—		(50)


Balance at June 30, 2022	$	439	$	(623)	$	7,251	$	(2,108)	$	(937)	$	4,022

Balance at December 31, 2021	$	450	$	(609)	$	7,734	$	(2,535)	$	(882)	$	4,158
Comprehensive income (loss)	—		—		—		427		(55)		372
Dividends declared on common stock - $0.46 per share	—		—		(192)		—		—		(192)
Equity compensation, net of tax	2		(14)		22		—		—		10
Common stock purchased and retired	(13)		—		(312)		—		—		(325)



Other	—		—		(1)		—		—		(1)
Balance at June 30, 2022	$	439	$	(623)	$	7,251	$	(2,108)	$	(937)	$	4,022

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NEWELL BRANDS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Footnote 1 — Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Newell Brands Inc. (collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (including normal recurring accruals) considered necessary for a fair statement of the financial position and the results of operations of the Company. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, and the footnotes thereto, included in the Company’s most recent Annual Report on Form 10-K. The Condensed Consolidated Balance Sheet at December 31, 2022 has been derived from the audited financial statements as of that date, but it does not include all the information and footnotes required by U.S. GAAP for a complete financial statement.

The condensed consolidated financial statements for all comparable prior periods presented have been retrospectively adjusted to reflect the following:

•~~A prior-year change in method of accounting for certain inventory in the U.S. from the last-in, first-out method to the first-in, first-out method;~~

•Effective January 1, 2023, as a result of the implementation of a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company, the chief operating decision maker (“CODM”) now reviews the businesses as three operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation. The Home and Commercial Solutions operating segment represents the combination of the previously reported Commercial Solutions, Home Appliances and Home Solutions operating segments. See Footnote 16 for further information;

•A prior-year change in method of accounting for certain inventory in the U.S. from the last-in, first-out method to the first-in, first-out method resulted in an $11 million reduction of cost of products sold and increase to income before income taxes, additional income tax provision of $3 million and increase of $8 million to net income in the Company's previously issued unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022;

•A revision associated with an incorrect change in functional currency designation in the prior year resulted in additional expense to record mark to market adjustments of $6$13 million and $19 million in other (income) expense, net in the Condensed Consolidated Statement of Operations for the three and six months ended ~~March 31,~~June 30, 2022, respectively and a reclassification between Accumulated Other Comprehensive Loss and Retained Deficit in the Condensed Consolidated Statement of Stockholder’s Equity of $6$19 million at ~~March 31,~~June 30, 2022. Refer to Footnote 19 of the Company's most recent Annual Report on Form 10-K, filed on February 15, 2023.

On March 31, 2022, the Company sold its Connected Home & Security (“CH&S”) business to Resideo Technologies, Inc. See Footnotes 2 and 16 for further information.

Use of Estimates and Risks

Management’s application of U.S. GAAP in preparing the Company's condensed consolidated financial statements requires the pervasive use of estimates and assumptions. The Company ~~which has been~~continues to be impacted ~~in recent years~~ by inflationary ~~and supply chain~~ pressures, ~~labor shortages,~~softening global demand, focus by major retailers on the rebalancing of inventory levels, rising interest rates and ~~logistical challenges across its businesses and by~~ indirect macroeconomic impacts from the Russia-Ukraine ~~conflict, continues to experience additional headwinds due to softening global demand and an increased focus by retailers to rebalance inventory levels.~~conflict. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail and consumer landscape and are expected to continue to negatively impact the Company’s operating results, cash flows and financial condition during the current year. As consumers continue to face widespread increases in prices and interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted. The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective. In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, industry growth, credit ratings, foreign exchange rates and labor inflation. Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges.

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During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Home Fragrance reporting unit in the Home and Commercial Solutions segment and for the goodwill associated with the Baby reporting unit in the Learning and Development segment, as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the Home and Commercial Solutions segment was impaired. During the three and six months ended June 30, 2023, the Company recorded an aggregate non-cash impairment charge of $8 million, as the carrying value of the tradename exceeded its fair value. The Company concluded that the Baby reporting unit goodwill was not impaired during the second quarter of 2023. See Footnote 7 for further information.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the

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first quarter. The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis. ~~In addition,~~Also, the Company typically tends to generate the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers. In addition, uncertainty still remains ~~due to~~over the ~~significant~~ volatility and direction of future consumer and customer demand patterns, as well as inflationary and supply chain pressures. Accordingly, the Company’s results of operations and cash flows for the three and six months ended ~~March 31,~~June 30, 2023 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2023.

~~Recent~~Adoption of New Accounting ~~Pronouncements~~Guidance

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope. ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. This ASU was further updated with the issuance of ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which extends the sunset date of the guidance. ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024. The Company ~~does not expect the adoption of~~adopted ASU 2020-04 toand it did not have a material impact on its ~~consolidated financial statements.~~Consolidated Financial Statements.

~~Adoption of New Accounting Guidance~~

In October 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. See disclosures hereafter for further information.

Sales of Accounts Receivables

Factored receivables at ~~March 31,~~June 30, 2023 associated with the Company's existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately ~~$350~~$465 million, ~~a decrease~~an increase of approximately ~~$70~~$45 million from December 31, 2022. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheet at the time of the sales transaction. The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow and collections of accounts receivables not yet submitted to the financial institution as a financing cash flow in the Condensed Consolidated Statement of Cash Flows. The Company records the discount as other (income) expense, net in the Condensed Consolidated Statement of Operations.

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Supplier Finance Program Obligations

The Company has worked with its suppliers of goods and services over the past several years to revisit terms and conditions, including the extension of payment terms. Additionally, a global financial institution offers a voluntary supply chain finance program (the “SCF Program”) which enables suppliers, at their sole discretion, to sell their receivables from the Company to the financial institution on a non-recourse basis.

The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SCF Program. Payments terms average approximately 125 days. The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms. Suppliers that participate in the SCF Program, at their sole discretion, determine which invoices, if any, they want to sell to the financial institution. The suppliers’ voluntary inclusion of invoices in the SCF Program does not change the Company’s existing contractual terms with its suppliers. The Company does not provide any guarantees under the SCF Program, nor does it have any economic interest in a supplier’s decision to participate in the SCF Program.

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Amounts due under the SCF Program are included in accounts payable in the Condensed Consolidated Balance ~~Sheet~~Sheets and as operating cash flows in the Condensed Consolidated Statement of Cash Flows. At ~~March 31,~~June 30, 2023 and December 31, 2022, outstanding payment obligations under the SCF Program were approximately ~~$75~~$92 million and $100 million, respectively.

Footnote 2 — Divestiture Activity

On March 31, 2022, the Company sold its CH&S business to Resideo Technologies, Inc., for approximately $593 million, subject to customary working capital and other post-closing adjustments. As a result, during the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company recorded a pretax gain of ~~$130~~$133 million, which was included in other (income) expense, net in its Condensed Consolidated Statements of Operations.

Footnote 3 — Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the ~~three~~six months ended ~~March 31,~~June 30, 2023 (in millions):


		Cumulative Translation Adjustment		Pension and Postretirement Costs		Derivative Financial Instruments		AOCL			Cumulative Translation Adjustment		Pension and Postretirement Costs		Derivative Financial Instruments		AOCL
Balance at December 31, 2022	Balance at December 31, 2022	$	(688)	$	(309)	$	(14)	$	(1,011)	Balance at December 31, 2022	$	(688)	$	(309)	$	(14)	$	(1,011)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	18		(1)		(3)		14		Other comprehensive income (loss) before reclassifications	8		(6)		(11)		(9)
Amounts reclassified to earnings	Amounts reclassified to earnings	—		—		(7)		(7)		Amounts reclassified to earnings	—		5		(6)		(1)
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	18		(1)		(10)		7		Net current period other comprehensive income (loss)	8		(1)		(17)		(10)
Balance at March 31, 2023		$	(670)	$	(310)	$	(24)	$	(1,004)
Balance at June 30, 2023										Balance at June 30, 2023	$	(680)	$	(310)	$	(31)	$	(1,021)

Reclassifications from AOCL to the results of operations for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 were pretax (income) expense of (in millions):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Cumulative translation adjustment (1)	Cumulative translation adjustment (1)		$	—		$	6	Cumulative translation adjustment (1)	$	—	$	—	$	—	$	6
Pension and postretirement benefit plans (2)	Pension and postretirement benefit plans (2)		—			4		Pension and postretirement benefit plans (2)	5		3		5		7
Derivative financial instruments (3)	Derivative financial instruments (3)		(9)			1		Derivative financial instruments (3)	1		(4)		(8)		(3)

(1)See Footnote 2 for further information.

(2)See Footnote 11 for further information.

(3)See Footnote 10 for further information.

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The income tax provision (benefit) allocated to the components of AOCL for the periods indicated are as follows (in millions):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Foreign currency translation adjustments	Foreign currency translation adjustments		$	(6)		$	1	Foreign currency translation adjustments	$	(12)	$	19	$	(18)	$	20

Pension and postretirement benefit costs								Pension and postretirement benefit costs	1		1		1		1
Derivative financial instruments	Derivative financial instruments		(3)			(1)		Derivative financial instruments	(2)		4		(5)		3
Income tax provision (benefit) related to AOCL	Income tax provision (benefit) related to AOCL		$	(9)		$	—	Income tax provision (benefit) related to AOCL	$	(13)	$	24	$	(22)	$	24

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Footnote 4 — Restructuring

Restructuring costs, net incurred by reportable business segments for all restructuring activities for the periods indicated are as follows (in millions):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022
Home and Commercial Solutions	Home and Commercial Solutions		$	16		$	3	Home and Commercial Solutions	$	11	$	—	$	27	$	3
Learning and Development	Learning and Development		5			2		Learning and Development	6		—		11		2
Outdoor and Recreation	Outdoor and Recreation		6			—		Outdoor and Recreation	2		2		8		2
Corporate	Corporate		11			—		Corporate	3		2		14		2
			$	38		$	5		$	22	$	4	$	60	$	9

Accrued restructuring costs activity for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was as follows (in millions):


		Balance at December 31, 2022		Restructuring Costs, Net		Payments		Foreign Currency and Other		Balance at March 31, 2023			Balance at December 31, 2022		Restructuring Costs, Net		Payments		Foreign Currency and Other		Balance at June 30, 2023
Severance and termination costs	Severance and termination costs	$	7	$	36	$	(33)	$	—	$	10	Severance and termination costs	$	7	$	57	$	(48)	$	—	$	16
Contract termination and other costs	Contract termination and other costs	—		2		(1)		(1)		—		Contract termination and other costs	—		3		(1)		(1)		1
		$	7	$	38	$	(34)	$	(1)	$	10		$	7	$	60	$	(49)	$	(1)	$	17

Project Phoenix

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that is intended to strengthen the Company by leveraging its scale to further reduce complexity, streamlining its operating model and driving operational efficiencies. Project Phoenix is expected to be substantially implemented by the end of 2023 and incorporates a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, which include manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs. The Company commenced reducing headcount in the first quarter of 2023, with most of these actions expected to be completed by the end of 2023, subject to local law and consultation requirements.

~~During the three months ended March 31, 2023, the Company recorded restructuring charges of $36 million in connection with the program.~~ The Company currently estimates that it will incur approximately $100 million to $130 million in restructuring and restructuring-related charges in connection with Project Phoenix, substantially all of which are expected to be incurred by the end of 2023. These charges consist primarily of $80 million to $105 million in charges related to severance payments and other termination benefits; $15 million to $20 million in charges associated with office space reductions; and approximately $5 million of other charges, including those associated with employee transition and legal costs. The Company expects approximately $95 million to $120 million of the total aggregate charges will be cash expenditures. All cash payments are expected to be paid within one year of charges incurred.

During the three and six months ended June 30, 2023, the Company recorded restructuring charges of $17 million and $53 million, respectively, in connection with Project Phoenix.

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Network Optimization Project

In May 2023, the Company announced a restructuring and savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment. The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the end of fiscal year 2024. The Network Optimization Project incorporates a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance. The Company currently estimates that it will incur approximately $37 million to $49 million in restructuring and restructuring-related charges associated with execution of the Network Optimization Project and expects that the costs incurred will be substantially complete by the end of 2024. This estimate of charges consists primarily of $8 million to $11 million related to cash severance payments and other termination benefits and approximately $29 million to $38 million associated with industrial site reductions. The Company expects approximately $35 million to $44 million of the total aggregate charges will be cash expenditures.

During the three and six months June 30, 2023, the Company recorded restructuring charges of $2 million in connection with the project.

Other Restructuring and Restructuring-Related Charges

The Company regularly incurs other restructuring and restructuring-related costs in connection with various discrete initiatives, including certain costs associated with Project Ovid, the multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies. Restructuring-related costs are recorded in cost of products sold and selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations based on the nature of the underlying costs incurred.

During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recorded other restructuring charges of $2$3 million and $4 million, respectively and $5 million and $9 million for the six months ended June 30, 2023 and 2022, respectively.

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Footnote 5 — Inventories

Inventories are comprised of the following (in millions):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Raw materials and supplies	Raw materials and supplies	$	277	$	285	Raw materials and supplies	$	254	$	285
Work-in-process	Work-in-process	224		218		Work-in-process	195		218
Finished products	Finished products	1,739		1,700		Finished products	1,488		1,700
		$	2,240	$	2,203		$	1,937	$	2,203

Footnote 6 — Property, Plant and Equipment, Net

Property, plant and equipment, net, is comprised of the following (in millions):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Land	Land	$	77	$	76	Land	$	74	$	76
Buildings and improvements	Buildings and improvements	652		648		Buildings and improvements	659		648
Machinery and equipment	Machinery and equipment	2,427		2,349		Machinery and equipment	2,437		2,349
		3,156		3,073			3,170		3,073
Less: Accumulated depreciation	Less: Accumulated depreciation	(1,943)		(1,889)		Less: Accumulated depreciation	(1,963)		(1,889)
		$	1,213	$	1,184		$	1,207	$	1,184

Depreciation expense was ~~$54~~$51 million and ~~$49~~$47 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and $105 million and $96 million for the six months ended June 30, 2023 and 2022, respectively.

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Footnote 7 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the ~~three~~six months ended ~~March 31,~~June 30, 2023 is as follows (in millions):


Segments	Segments	Net Book Value at December 31, 2022		Foreign Exchange		Gross Carrying Amount		Accumulated Impairment Charges		Net Book Value at March 31, 2023		Segments	Net Book Value at December 31, 2022		Foreign Exchange		Gross Carrying Amount		Accumulated Impairment Charges		Net Book Value at June 30, 2023
Home and Commercial Solutions	Home and Commercial Solutions	$	747	$	—	$	4,052	$	(3,305)	$	747	Home and Commercial Solutions	$	747	$	—	$	4,052	$	(3,305)	$	747
Learning and Development	Learning and Development	2,551		7		3,404		(846)		2,558		Learning and Development	2,551		12		3,409		(846)		2,563
Outdoor and Recreation	Outdoor and Recreation	—		—		788		(788)		—		Outdoor and Recreation	—		—		788		(788)		—
		$	3,298	$	7	$	8,244	$	(4,939)	$	3,305		$	3,298	$	12	$	8,249	$	(4,939)	$	3,310

Other intangible assets, net, are comprised of the following (in millions):


		March 31, 2023						December 31, 2022							June 30, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value			Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Tradenames — indefinite life (1)	Tradenames — indefinite life (1)	$	1,624	$	—	$	1,624	$	1,689	$	—	$	1,689	Tradenames — indefinite life (1)	$	1,620	$	—	$	1,620	$	1,689	$	—	$	1,689
Tradenames — other (1)	Tradenames — other (1)	231		(86)		145		160		(79)		81		Tradenames — other (1)	232		(93)		139		160		(79)		81
Capitalized software	Capitalized software	608		(489)		119		602		(481)		121		Capitalized software	614		(497)		117		602		(481)		121
Patents and intellectual property	Patents and intellectual property	22		(18)		4		22		(17)		5		Patents and intellectual property	22		(18)		4		22		(17)		5
Customer relationships and distributor channels	Customer relationships and distributor channels	1,074		(331)		743		1,072		(319)		753		Customer relationships and distributor channels	1,077		(345)		732		1,072		(319)		753

		$	3,559	$	(924)	$	2,635	$	3,545	$	(896)	$	2,649		$	3,565	$	(953)	$	2,612	$	3,545	$	(896)	$	2,649

(1)In connection with the operating model changes associated with Project Phoenix, the Company determined that six tradenames with aggregate carrying values of $70 million no longer met indefinite-lived criteria and were reclassified during the first quarter as finite-lived tradenames, with useful lives ranging from five to ten years.

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Amortization expense for intangible assets was $27 million and $24 million for ~~both~~ the three months ended ~~March 31,~~June 30, 2023 and ~~2022.~~2022, respectively and $54 million and $51 million for the six months ended June 30, 2023 and 2022, respectively.

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Footnote 8 — Other Accrued Liabilities

Other accrued liabilities are comprised of the following (in millions):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Customer accruals	Customer accruals	$	613	$	636	Customer accruals	$	695	$	636
Operating lease liabilities	Operating lease liabilities	121		121		Operating lease liabilities	125		121
Accrued self-insurance liabilities, contingencies and warranty	Accrued self-insurance liabilities, contingencies and warranty	104		99		Accrued self-insurance liabilities, contingencies and warranty	105		99
Accrued marketing and freight expenses						Accrued marketing and freight expenses	72		73
Accrued interest expense	Accrued interest expense	94		63		Accrued interest expense	70		63
Accrued marketing and freight expenses		66		73
Accrued income taxes	Accrued income taxes	28		53		Accrued income taxes	14		53
Other	Other	209		227		Other	241		227
		$	1,235	$	1,272		$	1,322	$	1,272

Footnote 9 — Debt

Debt is comprised of the following at the dates indicated (in millions):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
4.00% senior notes due 2024	4.00% senior notes due 2024	$	197	$	196	4.00% senior notes due 2024	$	196	$	196
4.875% senior notes due 2025	4.875% senior notes due 2025	496		496		4.875% senior notes due 2025	497		496
3.90% senior notes due 2025	3.90% senior notes due 2025	47		47		3.90% senior notes due 2025	47		47
4.20% senior notes due 2026	4.20% senior notes due 2026	1,978		1,978		4.20% senior notes due 2026	1,979		1,978
6.375% senior notes due 2027	6.375% senior notes due 2027	490		483		6.375% senior notes due 2027	479		483
6.625% senior notes due 2029	6.625% senior notes due 2029	491		481		6.625% senior notes due 2029	479		481
5.375% senior notes due 2036	5.375% senior notes due 2036	417		417		5.375% senior notes due 2036	417		417
5.50% senior notes due 2046	5.50% senior notes due 2046	658		658		5.50% senior notes due 2046	658		658
Revolving credit facility	Revolving credit facility	760		225		Revolving credit facility	530		225
Commercial paper	Commercial paper	—		359		Commercial paper	—		359
Receivables facility	Receivables facility	90		35		Receivables facility	66		35
Other debt	Other debt	4		2		Other debt	2		2
Total debt	Total debt	5,628		5,377		Total debt	5,350		5,377
Short-term debt and current portion of long-term debt	Short-term debt and current portion of long-term debt	(852)		(621)		Short-term debt and current portion of long-term debt	(597)		(621)
Long-term debt	Long-term debt	$	4,776	$	4,756	Long-term debt	$	4,753	$	4,756

Senior Notes

On March 20, 2023, S&P Global Inc. (“S&P”) downgraded the Company’s debt rating to “BB+”. As a result of the S&P downgrade, certain of the Company’s outstanding senior notes currently aggregating to approximately $3.1 billion are subject to an interest rate adjustment of 25 basis points. The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $8 million on an annualized basis (approximately $6 million in 2023). In addition, the Company is still subject to the interest rate adjustment of 25 basis points in connection with the Moody’s Corporation (“Moody’s”) downgrade of the Company's debt rating in 2020. Furthermore, as a result of the S&P downgrade, the Company's ability to borrow from the commercial paper market on terms it deems acceptable or favorable was eliminated.

On February 14, 2023, Fitch Ratings downgraded the Company's debt rating to “BB”. This downgrade ~~does~~did not impact the interest rates on any of the Company's senior notes.

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Receivables Facility

The Company maintains an Accounts Receivable Securitization Facility (the “Securitization Facility”). The aggregate commitment under the Securitization Facility is $375 million. The Securitization Facility matures in October 2023 and bears interest at a margin over a variable interest rate. The maximum availability under the Securitization Facility fluctuates based on eligible accounts receivable balances. At ~~March 31,~~June 30, 2023, the Company had ~~$90~~$66 million outstanding under the Securitization Facility.

Revolving Credit Facility and Commercial Paper

The Company has a $1.5 billion senior unsecured revolving credit facility (the “Credit Revolver”) that matures in August 2027. On March 27, 2023, the Company entered into an amendment to its Credit Revolver (the “Amendment”) to (i) include non-cash expenses resulting from grants of stock awards among the items that may be added to Consolidated Net Income when calculating Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the Amendment, and (ii) lower the Interest Coverage Ratio, as defined in the Amendment, for the fiscal quarters ending on June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024.

The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At ~~March 31,~~June 30, 2023, the Company had ~~$760~~$530 million of outstanding borrowings under the Credit Revolver and approximately $22 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately ~~$720~~$950 million.

Other

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum interest coverage and maximum debt-to-total-capitalization ratios.

~~The weighted~~Weighted average interest rates for total debt for three months ended March 31, 2023 and 2022 were approximately 4.8% and 4.5%, respectively. The weighted average interest rate for short term debt for the three months ended March 31, 2023 was approximately 6.1%.are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total debt	5.3	%	4.2	%	5.1	%	4.3	%
Short-term debt	6.8	%	2.9	%	6.5	%	2.6	%

The fair value of the Company’s senior notes are based upon prices of similar instruments in the marketplace and are as follows (in millions):

March 31, 2023 December 31, 2022
Fair Value Book Value Fair Value Book Value
Senior notes $ 4,578 $ 4,774 $ 4,511 $ 4,756


	June 30, 2023				December 31, 2022
	Fair Value		Book Value		Fair Value		Book Value
Senior notes	$	4,437	$	4,752	$	4,511	$	4,756

The carrying amounts of all other significant debt approximates fair value.

Footnote 10 —Derivatives

From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes.

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The settlement of interest rate swaps is included in interest expense.

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Fair Value Hedges

At ~~March 31,~~June 30, 2023, the Company had approximately $1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread. These floating rate swaps are designated as fair value

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hedges against $500 million of principal on the 6.375% senior notes due 2027, $500 million of principal on the 6.625% senior notes due 2029 and $100 million of principal on the 4.00% senior notes due 2024 for the remaining life of the notes. The benchmark interest rate for the $100 million floating swap and associated fair value hedge was amended for a change in benchmark interest rate from LIBOR to Secured Overnight Funding Rate (“SOFR”), effective June 1, 2023, in accordance with ASC 848 (see Footnote 1 for further information). The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. The Company previously entered into three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, respectively, with an aggregate notional amount of $1.3 billion. Each of these cross-currency swaps ~~were~~was designated as a net investment ~~hedges~~hedge of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest. During the third quarter of 2022, the Company entered into additional cross-currency swaps with notional amounts of $500 million, with one maturing in September 2027 and one in September 2029. These swaps were also designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a floating rate of Euro-based interest and receives a floating rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recognized income of $10 million and $6 million, respectively, and income of $21 million and $11 million for the six months ended June 30, 2023 and ~~$5 million,~~2022, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through ~~December 2023.~~June 2024. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At ~~March 31,~~June 30, 2023, the Company had approximately ~~$336~~$388 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At ~~March 31,~~June 30, 2023, the Company had approximately $1.2 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through ~~February~~May 2024. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company's Condensed Consolidated Statement of Operations.

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The following table presents the fair value of derivative financial instruments at the dates indicated (in millions):


			Fair Value of Derivatives						Fair Value of Derivatives
			Assets (Liabilities)						Assets (Liabilities)
		Balance Sheet Location	March 31, 2023		December 31, 2022			Balance Sheet Location	June 30, 2023		December 31, 2022
Derivatives designated as effective hedges:	Derivatives designated as effective hedges:						Derivatives designated as effective hedges:
Cash Flow Hedges	Cash Flow Hedges						Cash Flow Hedges
Foreign currency contracts	Foreign currency contracts	Prepaid expenses and other current assets	$	3	$	5	Foreign currency contracts	Prepaid expenses and other current assets	$	2	$	5
Foreign currency contracts	Foreign currency contracts	Other accrued liabilities	(10)		(9)		Foreign currency contracts	Other accrued liabilities	(16)		(9)
Fair Value Hedges	Fair Value Hedges						Fair Value Hedges
Interest rate swaps		Other assets	6		—

Interest rate swaps	Interest rate swaps	Other accrued liabilities	(16)		(14)		Interest rate swaps	Other accrued liabilities	(18)		(14)
Interest rate swaps	Interest rate swaps	Other noncurrent liabilities	(2)		(16)		Interest rate swaps	Other noncurrent liabilities	(18)		(16)
Net Investment Hedges	Net Investment Hedges						Net Investment Hedges
Cross-currency swaps	Cross-currency swaps	Prepaid expenses and other current assets	22		28		Cross-currency swaps	Prepaid expenses and other current assets	23		28
Cross-currency swaps	Cross-currency swaps	Other assets	41		45		Cross-currency swaps	Other assets	26		45
Cross-currency swaps	Cross-currency swaps	Other noncurrent liabilities	(85)		(75)		Cross-currency swaps	Other noncurrent liabilities	(121)		(75)

Derivatives not designated as effective hedges:	Derivatives not designated as effective hedges:						Derivatives not designated as effective hedges:
Foreign currency contracts	Foreign currency contracts	Prepaid expenses and other current assets	13		19		Foreign currency contracts	Prepaid expenses and other current assets	7		19
Foreign currency contracts	Foreign currency contracts	Other accrued liabilities	(8)		(10)		Foreign currency contracts	Other accrued liabilities	(9)		(10)

Total	Total		$	(36)	$	(27)	Total		$	(124)	$	(27)

The following table presents gain and (loss) activity (on a pretax basis) related to derivative financial instruments designated or previously designated, as effective hedges (in millions):

Three Months
Ended
March 31, 2023 Three Months
Ended
March 31, 2022
Gain/(Loss) Gain/(Loss)
Location of gain/(loss) recognized in income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Interest rate swaps Interest expense, net $ — $ (1) $ — $ (2)
Foreign currency contracts Net sales and cost of products sold (5) 10 (1) 1
Cross-currency swaps Other (income) expense, net (21) — 4 —
Total $ (26) $ 9 $ 3 $ (1)


		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
		Gain/(Loss)				Gain/(Loss)
	Location of gain /(loss) recognized in income	Recognized in OCI (effective portion)		Reclassified from AOCL to Income		Recognized in OCI (effective portion)		Reclassified from AOCL to Income
Interest rate swaps	Interest expense, net	$	—	$	(1)	$	—	$	(1)
Foreign currency contracts	Net sales and cost of products sold	(9)		—		20		5

Cross-currency swaps	Other (income) expense, net	(49)		—		78		—
Total		$	(58)	$	(1)	$	98	$	4

		Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
		Gain/(Loss)				Gain/(Loss)
	Location of gain (loss) recognized in income	Recognized in OCI (effective portion)		Reclassified from AOCL to Income		Recognized in OCI (effective portion)		Reclassified from AOCL to Income
Interest rate swaps	Interest expense, net	$	—	$	(2)	$	—	$	(3)
Foreign currency contracts	Net sales and cost of products sold	(14)		10		19		6

Cross-currency swaps	Other (income) expense, net	(70)		—		82		—
Total		$	(84)	$	8	$	101	$	3

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At ~~March 31,~~June 30, 2023, net deferred ~~loss~~losses of approximately $7$17 million within AOCL are expected to be reclassified to earnings over the next twelve months.

During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recognized ~~expense of $10 million and $3 million, respectively,~~ in other (income) expense, net, expense of $8 million and income of $2 million, respectively, and expense of $18 million and $1 million during the six months ended June 30, 2023 and 2022, respectively, related to derivatives that are not designated as hedging instruments. Gains and losses on these derivatives are mostly offset by foreign currency movement in the underlying exposure.

The Company is not a party to any derivatives that require collateral to be posted prior to settlement.

~~Table of Contents~~

Footnote 11 — Employee Benefit and Retirement Plans

The components of pension and postretirement benefit (income) expense for the periods indicated, are as follows (in millions):


				Pension Benefits											Pension Benefits
			U.S.	International					U.S.						International				U.S.				International
		Three Months Ended March 31,				Three Months Ended June 30,											Six Months Ended June 30,
				2023			2022			2023		2022			2023		2022		2023		2022		2023		2022		2023		2022
Service cost	Service cost			$	—		$	—		$	1	$	1	Service cost	$	—	$	—	$	1	$	1	$	—	$	—	$	2	$	2
Interest cost	Interest cost			11			6			4		2		Interest cost	12		7		4		3		23		13		8		5
Expected return on plan assets	Expected return on plan assets			(14)			(12)			(3)		(2)		Expected return on plan assets	(14)		(12)		(3)		(1)		(28)		(24)		(6)		(3)
Amortization	Amortization			1			4			1		1		Amortization	1		4		—		—		2		8		1		1

Settlements														Settlements	—		—		5		—		—		—		5		—
Total (income) expense	Total (income) expense			$	(2)		$	(2)		$	3	$	2	Total (income) expense	$	(1)	$	(1)	$	7	$	3	$	(3)	$	(3)	$	10	$	5


			Postretirement Benefits						Postretirement Benefits
		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2023			2022			2023		2022		2023		2022

Amortization	Amortization		$	(2)		$	(1)	Amortization	$	(1)	$	(1)	$	(3)	$	(2)
Total income	Total income		$	(2)		$	(1)	Total income	$	(1)	$	(1)	$	(3)	$	(2)

U.K. Defined Benefit Plan

In February 2022, the Company entered into an agreement with an insurance company for a bulk annuity purchase or “buy-in” for one of its U.K. defined benefit pension plans (“U.K. Plan”), resulting in an exchange of plan assets for an annuity that matches the plan’s future projected benefit obligations (“PBO”) to covered participants.

In April 2023, the Company also completed a “buy-out” of approximately 7% of the U.K. Plan's PBO. The “buy-out” was completed by the execution of a Deed Poll Agreement and a Deed of Assignment with an insurance company. In connection with this transaction, during the second quarter, the Company recorded a pretax loss of $5 million in other (income) expense, net, in the Company's Condensed Consolidated Statement of Operations, related to the prorated recognition of previously unrecognized actuarial losses reclassified from AOCL to earnings.

The Company anticipates the “buy-out” for the remaining PBO of the U.K. plan to be completed in 2023. The non-cash settlement charge associated with ~~the~~this transaction is expected to be approximately £50 million to £70 million.

Footnote 12 — Income Taxes

The Company’s effective income tax rates for the three months ended ~~March 31,~~June 30, 2023 and 2022 was a ~~benefit~~provision of ~~12.1%~~48.6% as compared to ~~a provision of 17.4%~~21.0%, respectively, resulting from ~~lower~~increased discrete tax expense, and provision of 3.7% and of 19.1% for the six months ended June 30, 2023 and 2022, respectively, resulting from more discrete tax expense combined with year to date pretax losses.

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The differences between the U.S. federal statutory income tax rate of 21.0% and the Company’s effective income tax rate for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S. based on foreign earnings.

The three and six months ended ~~March 31,~~June 30, 2023 ~~were impacted by certain discrete items totaling $4 million of additional income tax expense. The three months ended March 31, 2022~~ were impacted by certain discrete items. Income tax expense for the three months ended ~~March 31,~~June 30, 2023 included a discrete expense of $6 million associated with a tax basis adjustment on a prior disposition. The six months ended June 30, 2023 also included certain discrete items totaling $4 million of additional income tax expense.

The three and six months ended June 30, 2022 were also impacted by certain discrete items. Income tax expense for the three months ended June 30, 2022 included a discrete benefit of $11 million associated with the reduction in valuation allowance related to the integration of certain Brazilian operations. The six months ended June 30, 2022 also included a discrete benefit of $4 million associated with the approval of certain state tax credits, offset by ~~$14~~$15 million of tax expense related to the divestiture of the CH&S ~~business unit.~~business.

The Company’s U.S. federal income tax returns for 2011 to 2015 and 2017 to 2020, as well as certain state and non-U.S. income tax returns for various years, are under examination.

~~Table of Contents~~

Footnote 13 — Weighted Average Shares Outstanding

The computations of the weighted average shares outstanding for the periods indicated are as follows (in millions):


		Three Months Ended March 31,		Three Months Ended June 30,				Six Months Ended June 30,
			2023		2022		2023	2022	2023	2022

Basic weighted average shares outstanding	Basic weighted average shares outstanding		413.9		421.9	Basic weighted average shares outstanding	414.2	413.8	414.0	417.9
Dilutive securities (1)	Dilutive securities (1)		—		2.8	Dilutive securities (1)	1.1	1.9	—	2.3
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding		413.9		424.7	Diluted weighted average shares outstanding	415.3	415.7	414.0	420.2

(1)The ~~three~~six months ended ~~March 31,~~June 30, 2023 excludes ~~1.3~~1.2 million of potentially dilutive share-based awards as their effect would be anti-dilutive.

Footnote 14 — Stockholders' Equity and Share-Based Compensation

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company granted ~~1.3~~1.6 million performance-based restricted stock units (“RSUs”), which had an aggregate grant date fair value of ~~$20~~$23 million and entitle the recipients to shares of the Company’s common stock primarily at the end of a three-year vesting period. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions.

During the ~~three~~six months ended ~~March 31,~~ June 30, 2023, the Company also granted ~~2.5~~2.9 million time-based RSUs with an aggregate grant date fair value of ~~$37~~$41 million. These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year period.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company also granted ~~0.3~~0.5 million time-based stock options with an aggregate grant date fair value of $1$2 million. These stock options entitle the ~~recipient~~recipients to purchase shares of the Company’s common stock at an exercise price equal to the fair market value of the underlying shares as of the grant ~~date~~dates and vest on the ~~fifth anniversary~~specified anniversaries of the grant ~~date, subject to continued employment.~~dates.

The weighted average assumptions used to determine the fair value of stock options granted for the ~~three~~six months ended ~~March 31,~~ June 30, 2023, were as follows:


Risk-free interest rates	3.6	%
Expected volatility	42.1	%
Expected dividend yield	~~4.8~~4.4	%
Expected life (in years)	~~7.5~~6.9
Exercise price	$~~14.53~~12.86

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Special Incentive Program

As disclosed in our Current Report on Form 8-K filed with the SEC on May 19, 2023, the Company adopted the 2023 Special Incentive Program Terms and Conditions (the “SIP”) to incentivize performance against multi-year financial goals and to aid in the retention of certain Company executives.

On July 5, 2023, pursuant to the SIP, the Company granted 2.6 million performance-based RSUs, which had an aggregate grant date fair value of $22 million, to the Company’s President and Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”). These performance-based RSUs granted pursuant to the SIP, entitle the recipients to shares of the Company’s common stock and vest on February 27, 2026, subject to the achievement of the applicable performance goals.

The Company granted on July 5, 2023 an additional 1.9 million performance-based RSUs, which had an aggregate grant date fair value of $16 million, to certain key executives other than the CEO and CFO. These performance-based RSUs granted pursuant to the SIP entitle the recipients to shares of the Company’s common stock and vest as follows: 70% of the total grant will vest on the two-year anniversary of the grant date, and the remaining 30% of the total grant will vest on the three-year anniversary of the grant date, subject to the achievement of applicable performance measures.

The Company granted on July 5, 2023 an additional 1.3 million time-based RSUs, which had an aggregate grant date fair value of $11 million, to certain key executives other than the CEO and CFO. These time-based RSUs granted pursuant to the SIP entitle the recipients to shares of the Company’s common stock and will fully vest on the one-year anniversary of the date of grant.

The vesting of all grants pursuant to the SIP are subject to continued employment with the Company.

Share Repurchase Program

On February 6, 2022, the Company's Board of Directors authorized a $375 million Share Repurchase Program (“SRP”), effective through its expiration date of December 31, 2022. Under the SRP, the Company ~~may~~was permitted to purchase its common shares in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements. On February 25, 2022, the Company repurchased $275 million of its shares of common stock beneficially owned by Carl C. Icahn and certain of his affiliates, at a purchase price of $25.86 per share, the closing price of the Company's common shares on February 18, 2022. During the three months ended June 30, 2022, the Company repurchased approximately $50 million of its shares of common stock at an average price of $22.01 per share.

~~Table of Contents~~

Footnote 15 — Fair Value Disclosures

Recurring Fair Value Measurements

The following table presents the Company’s non-pension financial assets and liabilities, which are measured at fair value on a recurring basis (in millions):


		March 31, 2023								December 31, 2022									June 30, 2023								December 31, 2022
		Fair value Asset (Liability)								Fair value Asset (Liability)									Fair value Asset (Liability)								Fair value Asset (Liability)
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivatives:	Derivatives:																	Derivatives:
Assets	Assets	$	—	$	85	$	—	$	85	$	—	$	97	$	—	$	97	Assets	$	—	$	58	$	—	$	58	$	—	$	97	$	—	$	97
Liabilities	Liabilities	—		(121)		—		(121)		—		(124)		—		(124)		Liabilities	—		(182)		—		(182)		—		(124)		—		(124)
Investment securities, including mutual funds	Investment securities, including mutual funds	14		—		—		14		14		—		—		14		Investment securities, including mutual funds	16		—		—		16		14		—		—		14

For publicly traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1. The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.

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Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. The fair values of the Company’s debt and derivative instruments are disclosed in Footnote 9 and Footnote 10, respectively.

Nonrecurring Fair Value Measurements

The Company’s nonfinancial assets, which are measured at fair value on a nonrecurring basis, include property, plant and equipment, goodwill, intangible assets and certain other assets.

The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows. Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require.

~~In connection with~~During the ~~Company's annual impairment testing at December 1, 2022, two tradenames~~second quarter of 2023, one tradename in the Home and Commercial Solutions segment ~~and one tradename in the Learning and Development segment were~~was measured at fair ~~values~~value of ~~$25 million, $68 million and $36 million, respectively.~~$60 million. See Footnote 7 for further information.

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Footnote 16 — Segment Information

Effective January 1, 2023, as a result of the implementation of a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company, the CODM now reviews the businesses as three operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation. The Home and Commercial Solutions operating segment represents the combination of the previously reported Commercial Solutions, Home Appliances and Home Solutions operating segments. Prior period comparable results have been reclassified to conform to the operating segment change.

On March 31, 2022, the Company sold its CH&S business to Resideo Technologies, Inc. The results of operations for the CH&S business continued to be reported in the Condensed Consolidated Statements of Operations as part of the Home and Commercial Solutions segment through March 31, 2022.

The Company's three primary reportable segments are:

Segment

Key Brands

Description of Primary Products

Home and Commercial Solutions

Ball(1), Calphalon, Chesapeake Bay Candle, Crockpot, FoodSaver, Mapa, Mr. Coffee, Oster, Quickie, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle

Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products

Learning and
Development

Aprica, Baby Jogger, Dymo, Elmer’s, EXPO, Graco, Mr. Sketch, NUK, Paper Mate, Parker, Prismacolor, Sharpie, Tigex, Waterman and X-Acto

Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions

Outdoor and Recreation

Campingaz, Coleman, Contigo, ExOfficio and Marmot

Products for outdoor and outdoor-related activities

(1)

and Ball® TM of Ball Corporation, used under license.

This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate.

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Selected information by segment is presented in the following tables (in millions):


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
			2023		2022				2023		2022		2023		2022
Net sales (1)	Net sales (1)							Net sales (1)
Home and Commercial Solutions (3)	Home and Commercial Solutions (3)		$	971	$	1,350		Home and Commercial Solutions (3)	$	1,058	$	1,242	$	2,029	$	2,592
Learning and Development	Learning and Development		564		650			Learning and Development	813		865		1,377		1,515
Outdoor and Recreation	Outdoor and Recreation		270		388			Outdoor and Recreation	333		427		603		815
			$	1,805	$	2,388			$	2,204	$	2,534	$	4,009	$	4,922

Operating income (loss) (2)	Operating income (loss) (2)							Operating income (loss) (2)
Home and Commercial Solutions (3)	Home and Commercial Solutions (3)		$	(37)	$	89		Home and Commercial Solutions (3)	$	(21)	$	74	$	(58)	$	163
Learning and Development	Learning and Development		72		138			Learning and Development	188		245		260		383
Outdoor and Recreation	Outdoor and Recreation		(1)		46			Outdoor and Recreation	5		48		4		94
Corporate	Corporate		(70)		(56)			Corporate	(52)		(39)		(122)		(95)
			$	(36)	$	217			$	120	$	328	$	84	$	545

			March 31, 2023		December 31, 2022								June 30, 2023		December 31, 2022
Segment assets	Segment assets							Segment assets
Home and Commercial Solutions	Home and Commercial Solutions		$	5,122	$	5,243		Home and Commercial Solutions					$	5,045	$	5,243
Learning and Development	Learning and Development		4,534		4,494			Learning and Development					4,465		4,494
Outdoor and Recreation	Outdoor and Recreation		1,007		920			Outdoor and Recreation					881		920
Corporate	Corporate		2,613		2,605			Corporate					2,629		2,605
			$	13,276	$	13,262							$	13,020	$	13,262

(1)All intercompany transactions have been eliminated.

(2)Operating income (loss) by segment is net sales less cost of products sold, SG&A, restructuring and impairment of goodwill, intangibles and other assets. Certain Corporate expenses of an operational nature are allocated to business segments primarily on a net sales basis. Corporate depreciation and amortization is allocated to the segments on a percentage of net sales basis and included in segment operating income (loss).

(3)Home and Commercial Solutions net sales and operating income for the first quarter of 2022 include the CH&S business prior to its sale.

The following table disaggregates revenue by major product grouping source for the periods indicated (in millions):


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
			2023		2022				2023		2022		2023		2022
Commercial	Commercial		$	348	$	401		Commercial	$	378	$	429	$	726	$	830
Kitchen	Kitchen		459		642			Kitchen	549		650		1,008		1,292
Home Fragrance	Home Fragrance		164		198			Home Fragrance	131		163		295		361
Connected Home and Security	Connected Home and Security		—		109			Connected Home and Security	—		—		—		109
Home and Commercial Solutions	Home and Commercial Solutions		971		1,350			Home and Commercial Solutions	1,058		1,242		2,029		2,592

Baby	Baby		217		291			Baby	251		313		468		604
Writing	Writing		347		359			Writing	562		552		909		911
Learning and Development	Learning and Development		564		650			Learning and Development	813		865		1,377		1,515

Outdoor and Recreation	Outdoor and Recreation		270		388			Outdoor and Recreation	333		427		603		815

TOTAL	TOTAL		$	1,805	$	2,388		TOTAL	$	2,204	$	2,534	$	4,009	$	4,922

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The following table disaggregates revenue by geography for the periods indicated (in millions):


		Three months ended March 31,													Three months ended June 30,
		2023						2022							2023						2022
		North America		International		TOTAL		North America		International		TOTAL			North America		International		TOTAL		North America		International		TOTAL
Home and Commercial Solutions	Home and Commercial Solutions	$	643	$	328	$	971	$	975	$	375	$	1,350	Home and Commercial Solutions	$	698	$	360	$	1,058	$	863	$	379	$	1,242
Learning and Development	Learning and Development	395		169		564		468		182		650		Learning and Development	609		204		813		656		209		865
Outdoor and Recreation	Outdoor and Recreation	146		124		270		210		178		388		Outdoor and Recreation	188		145		333		237		190		427
		$	1,184	$	621	$	1,805	$	1,653	$	735	$	2,388		$	1,495	$	709	$	2,204	$	1,756	$	778	$	2,534

															Six months ended June 30,
															2023						2022
															North America		International		TOTAL		North America		International		TOTAL
Home and Commercial Solutions														Home and Commercial Solutions	$	1,341	$	688	$	2,029	$	1,838	$	754	$	2,592
Learning and Development														Learning and Development	1,004		373		1,377		1,124		391		1,515
Outdoor and Recreation														Outdoor and Recreation	334		269		603		447		368		815
															$	2,679	$	1,330	$	4,009	$	3,409	$	1,513	$	4,922

Footnote 17 — Litigation and Contingencies

The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. Some of the legal proceedings include claims for punitive as well as compensatory damages. In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities. The Company previously disclosed that it had received a subpoena and related informal document requests from the SEC primarily relating to its sales practices and certain accounting matters for the time period beginning from January 1, 2016. The Company cooperated with the SEC in connection with its investigation and requests for documents, testimony and information. Since January 2023, the Company has been discussing with the SEC the possibility of reaching a settlement to resolve the investigation, which now ~~focuses on~~relates to certain time periods within the ~~time period from the third quarter of~~Company's 2016 ~~through second quarter of 2017.~~and 2017 fiscal years. Although the Company cannot predict the ultimate outcome of the SEC investigation with certainty, it believes that the resolution of the SEC investigation will not have a material effect on the Company’s Condensed Consolidated Financial Statements. Further, on June 30, 2021, the Company received a subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S. Treasury regulations described in Footnote 12 - Income Taxes in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on February 15, 2023.

Securities Litigation

The Company and certain of its current and former officers and directors were named as defendants in a securities class action lawsuit filed in the Superior Court of New Jersey, Hudson County, on behalf of all persons who acquired Company common stock pursuant to the S-4 registration statement and prospectus issued in connection with the April 2016 acquisition of Jarden Corporation (the “Registration Statement”). The action was filed on September 6, 2018 and was captioned Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al., Civil Action No. HUD-L-003492-18 (“Oklahoma Firefighters”). In October 2022, the Company entered into a settlement agreement to resolve the claims asserted in this lawsuit. Under the settlement, the Company agreed to create a settlement fund of approximately $103 million for the benefit of the class, subject to certain exclusions, which was predominantly funded by insurance proceeds. Both the settlement and the insurance receivable were recorded during the third quarter of 2022. The amount not funded by available insurance proceeds, which is not material to the Company, was expensed during the third quarter of 2022. In the fourth quarter of 2022, the Court granted the plaintiff's motion for preliminary approval of the settlement, and the Company and its insurers paid the required amount into the settlement fund. On February 10, 2023, the Court granted the plaintiff's motion for final approval of settlement. The deadline to appeal the order granting final approval of the settlement has expired and the settlement is final.

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Certain of the Company’s current and former officers and directors have been named in shareholder derivative lawsuits. On October 29, 2018, a shareholder filed a putative derivative complaint, Streicher v. Polk, et al.al., in the United States District Court for the District of Delaware (the “Streicher Derivative Action”), purportedly on behalf of the Company against certain of the Company's current and former officers and directors. On October 30, 2018, another shareholder filed a putative derivative complaint, Martindale v. Polk, et al., in the United States District Court for the District of Delaware (the “Martindale Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against the same defendants. The complaints allege, among other things, violations of the federal securities laws, breaches of fiduciary duties, unjust enrichment, and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the In re Newell Brands, Inc. Securities Litigation that was previously pending in the United States District Court for the District of New Jersey. That matter was dismissed by the District Court on January 10, 2020, and the dismissal was affirmed by the United States District Court of Appeals for the Third Circuit on December 1, 2020. The complaints seek damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The Streicher Derivative Action and the Martindale Derivative Action have been consolidated and the case is now known as In re Newell Brands Inc. Derivative Litigation (the “Newell Brands Derivative Action”), which is pending in the United States District Court for the District of Delaware. On March 22, 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., ~~et al.~~ ~~(described below). On~~ December 30, 2020, two shareholders filed a putative derivative complaint, Weber, et al. v. Polk, et al., in the United States District Court for the District of Delaware (the “Weber Derivative Action”), purportedly on behalf of the Company against certain of the Company’s current and former officers and directors. The complaint in the Weber Derivative Action alleges, among other things, breaches of fiduciary duty and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the Newell Brands Derivative Action. OnThese derivative complaints seek damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.

In March ~~19,~~ 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters, referenced above, and stayed the Weber Derivative Action pending final disposition of Oklahoma ~~Firefighters Pension and Retirement System v.~~Firefighters. On January 31, 2023, Plaintiff Streicher voluntarily dismissed herself from the Newell Brands ~~Inc.,~~ ~~et al.~~ ~~(described below).~~

~~Table~~Derivative Action without prejudice. On May 30, 2023, the United States District Court for the District of ~~Contents~~

Delaware continued the stays of the Newell Brands Derivative Action and the Weber Derivative Action for an additional ninety days.

~~The Company and certain of its current and former officers and directors were named as defendants in~~On May 26, 2023, Plaintiff Streicher filed a ~~securities class action lawsuit filed~~new putative derivative complaint, Streicher v. Polk, et al., in the Superior Court of New Jersey, Law Division: Hudson County (the “New Jersey Derivative Action” and, collectively with the Newell Brands Derivative Action and the Weber Derivative Action, the “Derivative Actions”), purportedly on behalf of ~~all persons who acquired~~the Company ~~common stock pursuant~~against certain of the Company’s current and former officers and directors. The complaint in the New Jersey Derivative Action alleges breaches of fiduciary duty. The factual allegations underlying these claims are similar to the ~~S-4 registration statement and prospectus issued~~factual allegations made in ~~connection with~~ the ~~April 2016 acquisition of Jarden Corporation (the “Registration Statement”). The action was filed on September 6, 2018 and is captioned Oklahoma Firefighters Pension and Retirement System v.~~ Newell Brands ~~Inc., et al., Civil~~Derivative Action ~~No. HUD-L-003492-18.~~and the Weber Derivative Action. On June 7, 2023, Plaintiff Streicher filed a Stipulation of Settlement (the “Stipulation”) and Motion for Preliminary Approval of Settlement in the New Jersey Derivative Action. The ~~operative complaint alleges certain violations of~~proposed settlement as set forth in the ~~securities laws, including,~~Stipulation provides for, among other things, a full release of the claims that the ~~defendants made certain materially false and misleading statements and omissions~~plaintiffs or any other Company stockholder asserted or could have asserted in the ~~Registration Statement regarding~~Derivative Actions against any of the defendants named in those actions, in exchange for the Company’s ~~financial results, trends,~~agreement to implement and/or maintain certain corporate governance measures, as more fully described in the Stipulation and ~~metrics. In October 2022,~~Notice of Proposed Derivative Settlement as filed by the Company ~~entered into~~with the SEC on a ~~settlement agreement~~Current Report on Form 8-K dated June 29, 2023 (the “Settlement”). On June 27, 2023, the Superior Court of Hudson County, New Jersey issued an order preliminarily approving the proposed Settlement as set forth in the Stipulation. The Settlement is subject to ~~resolve~~final consideration at a hearing to be held on August 25, 2023. The Settlement, if finally approved, will cause the ~~claims asserted in this lawsuit. Under the settlement, the Company agreed to create a settlement fund~~dismissal with prejudice of ~~approximately $103 million for the benefit~~each of the class, subject to certain exclusions, which will be predominantly funded by insurance proceeds. Both the settlement and the insurance receivable were recorded during the third quarter of 2022. The amount not to be funded by available insurance proceeds, which is not material to the Company, was expensed during the third quarter of 2022. In the fourth quarter of 2022, the Court granted the plaintiff's motion for preliminary approval of the settlement, and the Company and its insurers paid the required amount into the settlement fund. On February 10, 2023, the Court granted the plaintiff's motion for final approval of settlement. The deadline to appeal the order granting final approval of the settlement has expired and the settlement is final.Derivative Actions.

Environmental Matters

The Company is involved in various matters concerning federal and state environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency (“U.S. EPA”) and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’ status as PRPs is disputed.

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The Company’s estimate of environmental remediation costs associated with these matters at ~~March 31,~~June 30, 2023 was ~~$33~~$37 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Lower Passaic River Matter

The U.S. EPA has issued General Notice Letters to over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), alleging that they are PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA. The Site is the subject of investigation and remedial activities ~~(the “CERCLA Administrative Actions”)~~ and related settlement negotiations with the U.S. EPA. The Site is divided into four “operable units,” and the Company Parties have received General Notice Letters in connection with operable Unit 2, which comprises the lower 8.3 miles of the Lower Passaic River and its tributaries (“Unit 2”), and operable Unit 4, which comprises a 17-mile stretch of the Lower Passaic River and its tributaries (“Unit 4”). Unit 2 is geographically subsumed within Unit 4. In October 2021, the U.S. EPA issued a Record of Decision for an interim remedy for the upper 9 miles of Unit 4, selecting a combination of dredging and capping as the remedial alternative, which the U.S. EPA estimates will cost $441 million in the aggregate. The U.S. EPA also performed a Source Control Early Action Focused Feasibility Study for Unit 2, which culminated in a Record of Decision in 2016. The U.S. EPA estimates that the selected remedy for Unit 2 set forth in its Record of Decision will cost $1.4 billion in the aggregate.

In September 2017, the U.S. EPA announced an allocation process involving roughly 80 Unit 2 General Notice Letter recipients, with the intent of offering cash-out settlements to a number of parties (the “U.S. EPA Settlement”). The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties. On December 16, 2022, the U.S. EPA simultaneously filed a complaint and lodged a Consent Decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4. The proposed Consent Decree is undergoing public notice and comment, and it remains subject to court entry. As of the date of this filing, the

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Company does not expect that its allocation in the U.S. EPA Settlement relating to Unit 2 and Unit 4, if the settlement is finalized, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”) sued over 100 parties, including the Company Parties, in the U.S. District Court in New Jersey pursuant to CERCLA, requesting cost recovery, contribution, and a declaratory judgement. The defendants, in turn, filed claims against 42 third-party defendants, and filed counterclaims against OCC (collectively, the “OCC Litigation”). The primary focus of the OCC Litigation has been certain past and future costs for investigation, design and remediation of Units 2 and 4. However, OCC has stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S. EPA has selected the Newark Bay remedy. OCC has also stated that it may broaden its claims in the future after completion of the Natural Resource Damage Assessment described below. In March 2023, the Court granted an unopposed motion to stay the OCC Litigation. At this time, the Company cannot predict the eventual outcome.

In 2007, the National Oceanic and Atmospheric Administration (“NOAA”), acting as the lead administrative trustee on behalf of itself and the U.S. Department of the Interior, issued a Notice of Intent to Perform a Natural Resource Damage Assessment to the Company Parties, along with numerous other entities, identifying the recipients as PRPs. The federal trustees (who now include the United States Department of Commerce, represented by NOAA, and the Department of the Interior, represented by the United States Fish and Wildlife Service) are presently undertaking the Natural Resource Damage Assessment with respect to the Site.

Based on currently known facts and circumstances, the Company does not believe that the Lower Passaic River matter is reasonably likely to have a material impact on the Company’s results of operations. However, in the event of one or more adverse determinations related to this matter, including the OCC Litigation and Natural Resource Damage Assessment noted above (for which the Company cannot currently estimate the range of possible losses), it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.

Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

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Other Matters

In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations. In connection with the 2018 sale of The Waddington Group, Novolex Holdings, Inc. (the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware. The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group. In the year ended December 31, 2021, the Company recorded an immaterial reserve to continuing operations in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter. Further, in connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC.

During the fourth quarter of 2022, the Company recorded an immaterial reserve based on the outcome of a judicial ruling relating to indirect taxes in an international entity. During the three months ended March 31, 2023, the Company paid the estimated liability to the relevant taxing authorities. Although the Company cannot predict the ultimate outcome of this contingency with certainty, it believes that any additional amounts it may be required to pay ~~in excess of the amounts already reserved~~ will not have a material effect on the Company’s future Condensed Consolidated Financial Statements. ~~During the quarter ended March 31, 2023, the Company paid the estimated liability to the relevant taxing authorities.~~

Although management of the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 17.

At ~~March 31,~~June 30, 2023, the Company had approximately ~~$39~~$40 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of Newell Brands Inc.’s (“Newell Brands,” the “Company,” “we,” “us” or “our”) consolidated financial condition and results of operations. The discussion should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto.

Forward-Looking Statements

Forward-looking statements in this Report are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:

•the Company’s ability to optimize costs and cash flow and mitigate the impact of retailer inventory rebalancing through discretionary and overhead spend management, advertising and promotion expense optimization, demand forecast and supply plan adjustments and actions to improve working capital;

•the Company’s dependence on the strength of retail and consumer demand and commercial and industrial sectors of the economy in various countries around the world;

•the Company’s ability to improve productivity, reduce complexity and streamline operations;

•the Company's ability to manage any actual or perceived ongoing effects of the COVID-19 pandemic, including as a result of any additional variants of the virus or the efficacy and distribution of vaccines;

•competition with other manufacturers and distributors of consumer products;

•major retailers’ strong bargaining power and consolidation of the Company’s customers;

•supply chain and operational disruptions in the markets in which we operate, whether as a result of the actual or perceived effects of the COVID-19 pandemic or broader geopolitical and macroeconomic conditions, including the military conflict between Russia and Ukraine;

•changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company's ability to offset cost increases through pricing and productivity in a timely manner;

•the cost and outcomes of governmental investigations, inspections, lawsuits, legislative requests or other actions by third parties, including but not limited to, those described in Footnote 17 of the Notes to Unaudited Condensed Consolidated Financial Statements, the potential outcomes of which could exceed policy limits, to the extent insured;

•the Company's ability to effectively execute its turnaround plan, including Project Ovid, Project Phoenix and the Network Optimization Project;

•the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend;

•the Company's ability to consistently maintain effective internal control over financial reporting;

•the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions;

•future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges;

•unexpected costs or expenses associated with dispositions;

•~~the Company's ability to effectively execute its turnaround plan, including Project Ovid and Project Phoenix;~~

•risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings;

•a failure or breach of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s service providers;

•the impact of United States and foreign regulations on the Company’s operations, including the impact of tariffs, product regulation and legislation and environmental remediation costs and legislation and regulatory actions related to data privacy and climate change;

•the potential inability to attract, retain and motivate key employees;

•changes in tax laws and the resolution of tax contingencies resulting in additional tax liabilities;

•product liability, product recalls or related regulatory actions;

•the Company’s ability to protect its intellectual property rights;

•significant increases in the funding obligations related to the Company’s pension plans; and

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•other factors listed from time to time in our SEC filings, including, but not limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings.

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The information contained in this Report is as of the date indicated. The Company assumes no obligation to update any forward-looking statements contained in this Report as a result of new information or future events or developments. In addition, there can be no assurance that the Company has correctly identified and assessed all of the factors affecting the Company or that the publicly available and other information the Company receives with respect to these factors is complete or correct.

Overview

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell ~~Brands’ beloved brands enhance and brighten~~Brands is focused on delighting consumers ~~lives at home and outside~~ by ~~creating moments of joy, building confidence and providing peace of mind.~~lighting up everyday moments. The Company sells its products in nearly 200 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.

New Business Strategy

~~The~~Following a comprehensive assessment of key capabilities, effective the second quarter of 2023, the leadership team began implementing an integrated set of new “where to play” and “how to win” strategies designed to enable the Company ~~continues~~ to ~~execute on~~leverage the scale of the portfolio, while further building upon its ~~turnaround strategy of building a global, next generation consumer products company that can unleash the full potential~~operational foundation and strengthening its front-end capabilities.

As part of its ~~brands in a fast-moving omni-channel environment. The~~ strategy, ~~developed in 2019,~~the Company is ~~designed to:~~focused on:

•~~Drive sustainable top line growth by focusing on~~Driving meaningful improvement in front-end capabilities, including consumer understanding, brand management, brand communications, innovation ~~sharpening brand positioning, strengthening the international businesses, enhancing digital marketing~~ and ~~omni-channel capabilities, and building customer relationships;~~go-to-market execution;

•~~Improve operating margins by driving productivity and overhead savings, while reinvesting~~Disproportionately investing in the ~~business;~~Company's largest and most profitable brands, fastest-growing channels, major retailers and key geographies;

•~~Accelerate~~Turning the ~~cash conversion cycle by focusing on cash efficiency and improving key working capital metrics;~~

•~~Strengthen the portfolio by investing in attractive categories~~Company's scale into a competitive advantage, enabling cost savings that ~~are aligned with its capabilities and strategy and optimizing product mix;~~provide fuel for reinvestment; and

•~~Strengthen organizational capabilities and employee engagement by building~~Transitioning to a ~~winning team and focusing~~high-performance organization as the ~~best people on the right things.~~Company transforms its culture.

The Company is implementing this strategy while ~~addressing~~continuing to address key challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail and consumer landscape; continued macroeconomic and geopolitical volatility; a softening macro backdrop; significant inflationary ~~and supply chain~~ pressures, and an evolving regulatory landscape.

~~Continued execution~~Execution of these strategic imperatives, in combination with ~~new~~other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative is Project Ovid, a multi-year, customer centric supply chain initiative to transform the Company's go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies. This initiative, which ~~commenced~~completed its first phase go-live during the third quarter of 2022 and its second phase go-live during the first quarter of 2023, is expected to leverage technology to further simplify the organization by harmonizing and automating processes. Project Ovid is designed to optimize the Company’s distribution network by creating a single integrated supply chain from 23 business-unit-centric supply chains. The initiative is intended to reduce administrative complexity, improve inventory and invoicing workflow for our customers and enhance product availability for consumers through omni-channel enablement. This new operating model is also expected to drive efficiencies by ~~consolidating the number of overall distribution sites and~~ better utilizing the Company's transportation and distribution ~~network.~~network and consolidating the number of overall distribution sites.

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efficiencies. Project Phoenix is expected to be substantially implemented by the end of 2023 and incorporates a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, which include manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs. The Company commenced reducing headcount during the first quarter of 2023, with most of these actions expected to be completed by the end of 2023, subject to local law and consultation requirements.

In addition, the Company's ongoing review of its operating footprint and non-core brands will result in future restructuring charges.

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Organizational Structure

Effective January 1, 2023, as a result of the implementation of a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company, the chief operating decision maker (“CODM”) now reviews the businesses as three operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation. The Home and Commercial Solutions operating segment represents the combination of the previously reported Commercial Solutions, Home Appliances and Home Solutions operating segments. Prior period comparable results have been reclassified to conform to the operating segment change.

On March 31, 2022, the Company sold its Connected Home & Security (“CH&S”) business to Resideo Technologies, Inc. The results of operations for CH&S continued to be reported in the Condensed Consolidated Statements of Operations as part of the Home and Commercial Solutions segment through March 31, 2022.

The Company's three primary reportable segments are the following:

Segment

Key Brands

Description of Primary Products

Home and Commercial Solutions

Ball(1), Calphalon, Chesapeake Bay Candle, Crockpot, FoodSaver, Mapa, Mr. Coffee, Oster, Quickie, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle

Learning and
Development

Aprica, Baby Jogger, Dymo, Elmer’s, EXPO, Graco, Mr. Sketch, NUK, Paper Mate, Parker, Prismacolor, Sharpie, Tigex, Waterman and X-Acto

Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions

Outdoor and Recreation

Campingaz, Coleman, Contigo, ExOfficio and Marmot

Products for outdoor and outdoor-related activities

(1)

and Ball® TM of Ball Corporation, used under license.

Recent Developments

Current Macroeconomic Conditions

The Company ~~which has been~~continues to be impacted ~~in recent years~~ by inflationary ~~and supply chain~~ pressures, ~~labor shortages,~~softening global demand, focus by major retailers on the rebalancing of inventory levels, rising interest rates and ~~logistical challenges across its businesses, and more recently by~~ indirect macroeconomic impacts from the Russia-Ukraine ~~conflict, continues to experience additional headwinds due to softening global demand and an increased focus by retailers to rebalance inventory levels.~~conflict. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail and consumer landscape and are expected to continue to negatively impact the Company’s operating results, cash flows and financial condition during the current year.

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To help mitigate the negative impact of these conditions to the operating performance of its businesses, the Company has secured selective pricing increases, accelerated productivity initiatives, optimized advertising and promotion expenses, deployed overhead cost containment efforts, adjusted demand forecasts and supply plans, and taken actions designed to improve working capital. The Company will continue to evaluate other opportunities to improve its financial performance both in the short and long term, including the ~~consolidation of its distribution sites.~~strategic initiatives described in the preceding section.

Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges. See Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on use of estimates and risks.

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Russia-Ukraine Conflict

The global economy has been negatively impacted by the military conflict between Russia and Ukraine. While the Company does not expect the conflict to have a material impact on its results of operations, it has experienced shortages in raw materials and increased costs for transportation, energy, and commodities due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. Further escalation of geopolitical tensions related to the conflict, including increased trade barriers and restrictions on global trade, could result in, among other things, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain. Additionally, if the military conflict escalates beyond its current scope, the Company could be negatively impacted by economic recessions in certain neighboring European countries or globally. See Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on use of estimates and risks.

Network Optimization Project ~~Phoenix~~

~~In January~~The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the Company announced Project Phoenix, a restructuring and savings initiative described above that aims to strengthen the Company by leveraging its scale to further reduce complexity by streamlining its operating model and driving operational efficiencies.end of fiscal year 2024. During the three and six months ended ~~March 31,~~June 30, 2023, the Company recorded restructuring charges of ~~$36~~$2 million in connection with the ~~program.~~project. See Footnote 4 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information. During the three and six months ended June 30, 2023, the Company recorded restructuring-related charges of $7 million in connection with the project.

Project Phoenix

During the three and six months ended June 30, 2023, the Company recorded restructuring charges of $17 million and $53 million, respectively, in connection with the Project Phoenix. See Footnote 4 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information. During the three and six months ended June 30, 2023, the Company recorded restructuring-related charges of $4 million and $10 million, respectively, in connection with the project.

Goodwill and Other Indefinite-Lived Intangible Asset Impairment

Debt Rating Downgrade

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ability to borrow from the commercial paper market on terms it deems acceptable or favorable was eliminated. See Footnote 9 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

On February 14, 2023, Fitch Ratings downgraded the Company's debt rating to “BB”. This downgrade ~~does~~did not impact the interest rates on any of the Company's senior notes.

Amendment to Credit Revolver

Results of Operations

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Three Months Ended ~~March 31,~~June 30, 2023 vs. Three Months Ended ~~March 31,~~June 30, 2022

Consolidated Operating Results

Three Months Ended
March 31,
(in millions) 2023 2022 $ Change % Change
Net sales $ 1,805 $ 2,388 $ (583) (24.4)%
Gross profit 482 740 (258) (34.9)%
Gross margin 26.7 % 31.0 %
Operating income (loss) (36) 217 (253) NM
Operating margin (2.0) % 9.1 %
Interest expense, net 68 59 9 15.3%
Other (income) expense, net 12 (118) 130 NM
Income (loss) before income taxes (116) 276 (392) NM
Income tax provision (benefit) (14) 48 (62) NM
Income tax rate 12.1 % 17.4 %
Net income (loss) $ (102) $ 228 $ (330) NM
Diluted earnings (loss) per share attributable to common shareholders $ (0.25) $ 0.54

~~NM - NOT MEANINGFUL~~


	Three Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Net sales	$	2,204		$	2,534		$	(330)	(13.0)%
Gross profit	629			836			(207)		(24.8)%
Gross margin	28.5		%	33.0		%

Operating income	120			328			(208)		(63.4)%
Operating margin	5.4		%	12.9		%

Interest expense, net	76			55			21		38.2%

Other expense, net	9			21			(12)		(57.1)%
Income before income taxes	35			252			(217)		(86.1)%
Income tax provision	17			53			(36)		(67.9)%
Income tax rate	48.6		%	21.0		%

Net income	$	18		$	199		$	(181)	(91.0)%

Diluted earnings per share attributable to common shareholders	$	0.04		$	0.48

Net sales for the three months ended June 30, 2023 decreased ~~24%, as pricing actions by the Company~~13%. Net sales were ~~more than offset~~unfavorably impacted by softening global demand, as major retailers significantly pulled back on orders to rebalance inventory levels and the impact of inflation continued to pressure consumer spending, partially offset by early order timing ahead of a price increase taking effect in the ~~sale~~third quarter of 2023 for certain product lines and ahead of the ~~CH&S business at~~back to school season, as well as pricing actions by the end of the first quarter of 2022, which negatively impacted net sales by approximately 5%, and category exits, primarily in the Home and Commercial Solutions segment. The net sales performance also reflected the lapping of elevated levels of demand in certain categories during the prior year. In addition, prior year net sales benefited from a shift in customer orders normally placed in the second quarter of the year.Company. Changes in foreign currency unfavorably impacted net sales by ~~$49~~$17 million, or 2%1%.

Gross profit decreased ~~35% compared~~25% and gross margin decreased to ~~prior year. Gross margin declined to 26.7%~~28.5% as compared with ~~31.0%~~33.0% in the prior year period. The decrease in gross margin was driven by lower gross profit leverage, higher restructuring-related charges and input cost inflation, partially offset by favorable pricing and gross productivity. Changes in foreign currency exchange rates unfavorably impacted gross profit by $9 million or 1%.

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Notable items impacting operating income for the three months ended June 30, 2023 and 2022 are as follows:


	Three Months Ended June 30,
	2023		2022		$ Change
Impairment of intangible and other assets (See Footnotes 1 and 7)	$	11	$	—	$	11
Restructuring (See Footnote 4) and restructuring-related costs (a)	39		6		33
Transactions costs and other (b)	12		4		8

(a)Restructuring-related costs reported in cost of goods sold and selling, general and administrative expenses (“SG&A”) for the three months ended June 30, 2023 were $26 million and net recovery of $9 million, respectively, and primarily relate to facility closures. For the three months ended June 30, 2022, restructuring-related costs reported in cost of sales and SG&A were $2 million, net and primarily relate to facility closures. Restructuring costs were $22 million and $4 million for the three months ended June 30, 2023 and 2022, respectively.

(b)Transactions and other costs for the three months ended June 30, 2023 and 2022 primarily related to costs for certain legal proceedings and completed divestitures.

Operating income decreased to $120 million as compared to $328 million in the prior year period. The decrease in operating income reflects impact of lower gross profit, higher restructuring and restructuring-related charges, primarily in connection with Project Phoenix and the Network Optimization Project, and non-cash impairment charges primarily related to an indefinite-lived tradename, partially offset by lower advertising and promotion costs and savings from restructuring actions.

Interest expense, net increased primarily due to higher interest rates and debt levels, partially offset by higher interest income. The weighted average interest rates for the three months ended June 30, 2023 and 2022 were approximately 5.3% and 4.2%, respectively. See Footnote 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Other expense, net for three months ended June 30, 2023 and 2022 includes the following items:


	Three Months Ended June 30,
	2023		2022
Foreign exchange losses, net	$	3	$	23

Gain on disposition of businesses (See Footnote 2)	—		(3)
Pension settlement costs (See Footnote 11)	5		—
Other losses, net	1		1
	$	9	$	21

Income tax provision for the three months ended June 30, 2023 was $17 million as compared to $53 million for the three months ended June 30, 2022. The effective tax rate for the three months ended June 30, 2023 was 48.6%, resulting from increased discrete tax expense, as compared to 21.0% for the three months ended June 30, 2022.

See Footnote 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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Business Segment Operating Results

Home and Commercial Solutions


	Three Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Net sales	$	1,058		$	1,242		$	(184)	(14.8)%

Operating income (loss)	(21)			74			(95)		NM
Operating margin	(2.0)		%	6.0		%

Notable items impacting operating income (loss) comparability:
Impairment of intangible and other assets (See Footnotes 1 and 7)	$	10		$	—

NM - NOT MEANINGFUL

Home and Commercial Solutions net sales for the three months ended June 30, 2023 decreased 15%, which reflected softening global demand across all businesses, slightly offset by early order timing ahead of a price increase taking effect in the third quarter of 2023 for certain product lines and by pricing actions. Changes in foreign currency unfavorably impacted net sales by $10 million, or 1%.

Operating loss for the three months ended June 30, 2023 was $21 million as compared to operating income of $74 million in the prior year period. This decrease in operating results is primarily due to lower gross profit leverage, product mix and input cost inflation, higher restructuring and restructuring-related charges in connection with Project Phoenix and non-cash impairment charges primarily related to an indefinite-lived tradename, partially offset by gross productivity, lower advertising and promotion costs and savings from restructuring actions.

Learning and Development


	Three Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Net sales	$	813		$	865		$	(52)	(6.0)%

Operating income	188			245			(57)		(23.3)%
Operating margin	23.1		%	28.3		%

Learning and Development net sales for the three months ended June 30, 2023 decreased 6%. Growth in the Writing business was offset by a decline in the Baby business. The Writing business performance reflected pricing actions, innovation and early order timing ahead of the back to school season, partially offset by softening demand in certain categories. The Baby business reflects softening demand in certain categories and lower sales to a customer that recently declared bankruptcy, partially offset by pricing actions. Changes in foreign currency unfavorably impacted net sales by $3 million.

Operating income for the three months ended June 30, 2023 decreased to $188 million as compared to $245 million in the prior-year period. The decrease in operating income is primarily due to lower gross profit leverage and input cost inflation, as well as higher restructuring and restructuring-related charges primarily related to Project Phoenix, partially offset by gross productivity and savings from restructuring actions.

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Outdoor and Recreation


	Three Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Net sales	$	333		$	427		$	(94)	(22.0)%

Operating income	5			48			(43)		(89.6)%
Operating margin	1.5		%	11.2		%

Outdoor and Recreation net sales for the three months ended June 30, 2023 decreased 22%, reflecting softening global demand and distribution losses, partially offset by pricing actions. Changes in foreign currency unfavorably impacted net sales by $4 million or 1%.

Operating income for the three months ended June 30, 2023 was $5 million as compared to $48 million in the prior-year period. The decline was due to lower gross profit leverage, product mix and higher restructuring-related charges, partially offset by gross productivity and savings from restructuring actions.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Consolidated Operating Results


	Six Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Net sales	$	4,009		$	4,922		$	(913)	(18.5)%
Gross profit	1,111			1,576			(465)		(29.5)%
Gross margin	27.7		%	32.0		%

Operating income	84			545			(461)		(84.6)%
Operating margin	2.1		%	11.1		%

Interest expense, net	144			114			30		26.3%

Other (income) expense, net	21			(97)			118		NM
Income (loss) before income taxes	(81)			528			(609)		NM
Income tax provision	3			101			(98)		(97.0)%
Income tax rate	(3.7)		%	19.1		%

Net income (loss)	$	(84)		$	427		$	(511)	NM

Diluted earnings (loss) per share attributable to common shareholders	$	(0.20)		$	1.02

NM - NOT MEANINGFUL

Net sales for the six months ended June 30, 2023 decreased 19%. Net sales were unfavorably impacted by softening global demand, as major retailers significantly pulled back on orders to rebalance inventory levels and the impact of inflation continued to pressure consumer spending, and category exits, primarily in the Home and Commercial Solutions segment, partially offset by early order timing ahead of a price increase taking effect in the third quarter of 2023 for certain product lines and ahead of the back to school season, as well as pricing actions by the Company. The sale of the CH&S business at the end of the first quarter of 2022, negatively impacted net sales by approximately 2%. Changes in foreign currency unfavorably impacted net sales by $66 million, or 1%.

Gross profit decreased 30% compared to prior year. Gross margin declined to 27.7% as compared with 32.0% in the prior year period. The decrease in gross margin was driven by lower gross profit leverage, higher restructuring-related charges and input

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cost inflation. The gross margin decline was partially offset by favorable ~~net~~ pricing and gross productivity. The gross profit decline also reflected the unfavorable impact of the sale of the CH&S business in the prior year. Changes in foreign currency exchange rates unfavorably impacted gross profit by ~~$25~~$34 million, or 3%2%.

~~In addition to the change in gross profit noted above, notable~~Notable items impacting operating income ~~(loss)~~ for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 were as follows:


		Three Months Ended March 31,							Six Months Ended June 30,
		2023		2022		$ Change			2023		2022		$ Change

Impairment of intangible and other assets (See Footnotes 1 and 7)								Impairment of intangible and other assets (See Footnotes 1 and 7)	$	11	$	—	$	11
Restructuring (See Footnote 4) and restructuring-related costs (a)	Restructuring (See Footnote 4) and restructuring-related costs (a)	$	51	$	11	$	40	Restructuring (See Footnote 4) and restructuring-related costs (a)	90		17		73
Transactions costs and other (b)	Transactions costs and other (b)	9		8		1		Transactions costs and other (b)	21		12		9

(a)Restructuring-related costs reported in cost of goods sold and SG&A for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was $5$31 million and $8recovery of $1 million, respectively, and primarily relate to facility closures. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, restructuring-related costs reported in cost of sales ~~and SG&A were $5~~was $8 million, ~~and $1 million, respectively,~~ and primarily relate to facility closures. Restructuring costs were ~~$38~~$60 million and $5$9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

(b)Transaction and other costs for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 primarily ~~related~~relate to expenses associated with certain legal proceedings. ~~Transaction~~ and ~~other costs for the three months ended March 31, 2022 primarily related to~~ completed ~~divestitures and expenses associated with certain legal proceedings.~~divestitures.

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Operating ~~loss~~income was ~~$36~~$84 million as compared to ~~operating income of $217~~$545 million in the prior year period. The decline reflects lower gross profit, higher restructuring and restructuring-related charges, primarily in connection with Project Phoenix and the Network Optimization Project, and non-cash impairment charges primarily related to an indefinite-lived tradename, partially offset by lower ~~compensation and overhead expense,~~ advertising and promotion costs, savings from restructuring actions and an employee retention credit in connection with the CARES Act.

Interest expense, net increased primarily due to higher interest rates and debt levels, partially offset by higher interest income. The weighted average interest rates for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 were approximately ~~4.8%~~5.1% and ~~4.5%~~4.3%, respectively. See Footnote 9 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Other (income) expense, net for ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 includes the following items:


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Foreign exchange losses, net	Foreign exchange losses, net	$	2	$	12	Foreign exchange losses, net	$	5	$	35

Gain on disposition of business (See Footnote 2)	Gain on disposition of business (See Footnote 2)	—		(130)		Gain on disposition of business (See Footnote 2)	—		(133)
Pension settlement costs (See Footnote 11)						Pension settlement costs (See Footnote 11)	5		—
Other losses, net	Other losses, net	10		—		Other losses, net	11		1
		$	12	$	(118)		$	21	$	(97)

The income tax ~~benefit~~provision for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$14~~$3 million as compared to ~~a provision of $48~~$101 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022. The effective tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~a benefit of 12.1%~~3.7%, resulting from ~~lower~~more discrete tax expense combined with year to date pretax losses, ~~during the period,~~ as compared to ~~provision of 17.4%~~19.1% for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

See Footnote 12 of the Notes to Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K for information regarding the inherent uncertainty associated with the Company's position on certain U.S. Treasury Regulations.

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Business Segment Operating Results

Home and Commercial Solutions


		Three Months Ended March 31,										Six Months Ended June 30,
(in millions)	(in millions)	2023			2022			$ Change		% Change	(in millions)	2023			2022			$ Change		% Change
Net sales	Net sales	$	971		$	1,350		$	(379)	(28.1)%	Net sales	$	2,029		$	2,592		$	(563)	(21.7)%

Operating income (loss)	Operating income (loss)	(37)			89			(126)		NM	Operating income (loss)	(58)			163			(221)		NM
Operating margin	Operating margin	(3.8)		%	6.6		%				Operating margin	(2.9)		%	6.3		%

Notable items impacting operating income (loss) comparability:											Notable items impacting operating income (loss) comparability:
Impairment of intangible and other assets (See Footnotes 1 and 7)											Impairment of intangible and other assets (See Footnotes 1 and 7)	$	10		$	—

NM - NOT MEANINGFUL											NM - NOT MEANINGFUL

Home and Commercial Solutions net sales for the ~~three~~six months ended ~~March 31,~~June 30, 2023 decreased ~~28%~~22%, which reflected softening demand across ~~most channels,~~all businesses, the sale of the CH&S business at the end of the first quarter of 2022, which unfavorably impacted net sales by approximately 8%4%, and certain category exits in the Kitchen business. The net sales decline was partially offset by pricing actions and ~~improved~~early order ~~fulfillment resulting from~~timing ahead of a price increase taking effect in the ~~easing~~third quarter of ~~supply chain constraints.~~2023 for certain product lines. Changes in foreign currency unfavorably impacted net sales by ~~$23~~$33 million, or 2%1%.

Operating loss for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$37~~$58 million as compared to operating income of ~~$89~~$163 million in the prior year. The decrease in operating results is primarily due to lower gross profit leverage, product mix and input cost inflation, higher restructuring and restructuring-related charges in connection with Project Phoenix, non-cash impairment charges primarily related to an indefinite-lived tradename, as well as the unfavorable impact from the sale of the CH&S business in the prior year, partially offset by gross productivity, ~~and~~ lower ~~compensation expense and~~ advertising and promotion ~~costs.~~costs and savings from restructuring actions.

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Learning and Development


		Three Months Ended March 31,										Six Months Ended June 30,
(in millions)	(in millions)	2023			2022			$ Change		% Change	(in millions)	2023			2022			$ Change		% Change
Net sales	Net sales	$	564		$	650		$	(86)	(13.2)%	Net sales	$	1,377		$	1,515		$	(138)	(9.1)%

Operating income	Operating income	72			138			(66)		(47.8)%	Operating income	260			383			(123)		(32.1)%
Operating margin	Operating margin	12.8		%	21.2		%				Operating margin	18.9		%	25.3		%

Learning and Development net sales for the ~~three~~six months ended ~~March 31,~~June 30, 2023 decreased ~~13%~~9%, reflecting declines, mostly in ~~both~~ the ~~Writing and~~ Baby ~~businesses.~~business. The Writing business performance reflected pricing actions, innovation and ~~improvement in replenishment orders in certain areas, which were more than~~early order timing ahead of the back to school season, partially offset by ~~logistical constraints and supply chain shortages, as well as~~ softening demand in certain ~~categories in the U.S.~~categories. Pricing actions in the Baby business were more than offset by softening demand in certain categories ~~in the U.S., an increased focus by retailers to rebalance inventory levels, a shift in the timing of orders by a retailer into the second quarter of 2023~~ and lower sales to a customer that recently declared bankruptcy. Changes in foreign currency unfavorably impacted net sales by ~~$14~~$17 million, or 2%1%.

Operating income for the ~~three~~six months ended ~~March 31,~~June 30, 2023 decreased to ~~$72~~$260 million as compared to ~~$138~~$383 million in the prior-year period. The decrease in operating income is primarily due to lower gross profit leverage, ~~and~~ input cost inflation, as well as higher restructuring and restructuring-related charges primarily ~~associated with~~related to Project Phoenix, partially offset by gross ~~productivity.~~productivity and savings from restructuring actions.

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Outdoor and Recreation


		Three Months Ended March 31,										Six Months Ended June 30,
(in millions)	(in millions)	2023			2022			$ Change		% Change	(in millions)	2023			2022			$ Change		% Change
Net sales	Net sales	$	270		$	388		$	(118)	(30.4)%	Net sales	$	603		$	815		$	(212)	(26.0)%

Operating income (loss)		(1)			46			(47)		NM
Operating income											Operating income	4			94			(90)		(95.7)%
Operating margin	Operating margin	(0.4)		%	11.9		%				Operating margin	0.7		%	11.5		%

Outdoor and Recreation net sales for the ~~three~~six months ended ~~March 31,~~June 30, 2023 decreased ~~30%~~26% primarily reflecting softening global demand and ~~the lapping of customer inventory replenishment in the prior year,~~distribution losses, partially offset by pricing actions. Changes in foreign currency unfavorably impacted net sales by ~~$12~~$16 million or 3%2%.

Operating ~~loss~~income for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was $1$4 million as compared to ~~operating income of $46~~$94 million in the prior-year period. The decline was primarily due to lower gross profit leverage, product mix and higher restructuring and restructuring-related charges in connection with Project Phoenix, partially offset by gross productivity and ~~lower compensation expense.~~savings from restructuring actions.

Liquidity and Capital Resources

Liquidity

The Company believes the extent of the impact of this rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, ~~the supply chain disruptions,~~ inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company's future sales, operating results, cash flows, liquidity and financial condition will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary. As noted in ~~the~~ New Business Strategy and Recent Developments, the Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including amending certain terms of its Credit Revolver.

The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives. The Company regularly assesses its cash requirements and the available sources to fund these needs. For further information, refer to Risk Factors in Part I - Item 1A and Recent

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Developments in Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's most recent Annual Report on Form 10-K, filed on February 15, 2023.

At ~~March 31,~~June 30, 2023, the Company had cash and cash equivalents of approximately ~~$271~~$317 million, of which approximately ~~$237~~$266 million was held by the Company’s non-U.S. subsidiaries.

Cash, cash equivalents and restricted cash increased (decreased) as follows for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 (in millions):

2023 2022 Increase (Decrease)
Cash used in operating activities $ (77) $ (272) $ 195
Cash provided by (used in) investing activities (68) 559 (627)
Cash provided by (used in) financing activities 128 (393) 521
Exchange rate effect on cash, cash equivalents and restricted cash (1) 8 (9)
Decrease in cash, cash equivalents and restricted cash $ (18) $ (98) $ 80


	2023		2022		Increase (Decrease)








Cash provided by (used in) operating activities	$	277	$	(450)	$	727
Cash provided by (used in) investing activities	(94)		499		(593)
Cash used in financing activities	(158)		(185)		27
Exchange rate effect on cash, cash equivalents and restricted cash	2		(3)		5
Increase (decrease) in cash, cash equivalents and restricted cash	$	27	$	(139)	$	166

The Company has historically generated the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers.~~See below for further information on the Company's recent operating cash flow performance.~~

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Cash Flows from Operating Activities

The change in net cash ~~used in~~provided by operating activities reflects ~~the lapping~~a reduction of ~~unfavorable~~ working capital ~~associated with inventory build in the prior year~~ and lower incentive compensation payments in the current year, partially offset by lower operating income and higher restructuring payments.

Cash Flows from Investing Activities

The change in cash ~~provided by~~used in investing activities was primarily due to proceeds from the sale of the CH&S business in the prior ~~year and higher capital expenditures in the current year associated with Project Ovid.~~year.

Cash Flows from Financing Activities

The change in net cash ~~provided by~~used in financing activities was primarily due to the period-over-period change in short-term debt, a reduction of the quarterly dividend payment in the current year, commencing with the second quarter payment, and repurchase of shares of the Company's common stock in the prior year. See Footnotes 1, 9 and 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Capital Resources

The Company has a $1.5 billion Credit Revolver that matures in August 2027. The Credit Revolver requires compliance with certain financial covenants. A failure to maintain our financial covenants and to subsequently remedy a default would impair our ability to borrow under the Credit Revolver and potentially subject the Company to cross-default and acceleration provisions in its debt documents. The Company was in compliance with all of its debt covenants at ~~March 31,~~June 30, 2023.

At ~~March 31,~~June 30, 2023, the Company had ~~$760~~$530 million of outstanding borrowings under the Credit Revolver and approximately $22 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately ~~$720~~$950 million.

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Risk Management

See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on the Company's derivative instruments.

Significant Accounting Policies and Critical Estimates

~~For further information on significant accounting policies~~Goodwill and ~~critical estimates, refer to the Company's most recent Annual Report on Form 10-K, filed on February 15, 2023.~~Indefinite-Lived Intangibles

Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant.

Goodwill

Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments.

The quantitative goodwill impairment testing requires significant use of judgment and assumptions, such as the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth

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rates, terminal values, discount rates and total enterprise value. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. The Company estimated the fair values of its reporting units based on discounted cash flow methodology reflecting its latest projections which included, among other things, the impact of significant input cost inflation at the time the Company performed its impairment testing.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for the Baby reporting unit in the Learning and Development segment, as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates. The Company used a quantitative approach, which involves comparing the fair value of the reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its fair value, an impairment loss would be calculated as the differences between these amounts, limited to the amount of reporting unit goodwill allocated to the reporting unit.

The Company performed an impairment test and determined that the Baby reporting unit goodwill was not impaired. A hypothetical 10% reduction in forecasted earnings before interest, taxes and amortization used in the discounted cash flows to estimate the fair value to the Baby reporting unit would have resulted in an impairment charge of approximately $10 million against its goodwill carrying value of $660 million.

The Company has experienced headwinds due to softening global demand and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers that impacted the Baby business within the Learning and Development segment. Further declines in anticipated consumer spending or an inability to achieve expected margin improvements on sales of Baby products could result in declines in the fair value of the business that may result in goodwill impairment charges.

See Footnotes 1 and 7 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Indefinite-lived intangibles

The testing of indefinite-lived intangibles (primarily trademarks and tradenames) under established guidelines for impairment also requires significant use of judgment and assumptions (such as cash flow projections, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Home Fragrance reporting unit, in the Home and Commercial Solutions segment. The Company performed a quantitative impairment test and determined that an indefinite-lived tradename in the Home Fragrance reporting unit noted above was impaired. During the three and six months ended June 30, 2023, the Company recorded an aggregate non-cash impairment charge of $8 million, as the carrying value exceeded its fair value. A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method to determining the fair value of this indefinite-lived intangible would have resulted in an incremental impairment charge on the Home and Commercial Solutions segment of $6 million.

The Company has experienced headwinds due to softening global demand and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers, most notably in the Home and Commercial Solutions and Outdoor and Recreation segments. As a result, the Company may identify future triggering events for these segments, other segments or other indefinite-lived tradenames, including an indefinite-lived tradename in the Home and Commercial Solutions segment which has a carrying value of $553 million, and an indefinite-lived tradename in the Outdoor and Recreation segment which has a carrying value of $58 million. Additional impairment testing may be required based on further deterioration of global demand and/or the macroeconomic environment, continued disruptions to the Company’s business, further declines in operating

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results of the Company’s reporting units and/or tradenames, further sustained deterioration of the Company’s market capitalization, and other factors, which may necessitate changes to estimates or valuation assumptions used in the fair value of the reporting units for goodwill and indefinite-lived intangible tradenames. Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending continue to decline significantly in the future or if commercial and industrial economic activity experiences a sustained deterioration from current levels, the Company may be required to record further impairment charges in the future.

See Footnotes 1 and 7 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes from the information previously reported under Part II, Item 7A. in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) of the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information required under this Item is contained above in Part I. Financial Information, Item 1 and is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities during the three months ended ~~March 31,~~June 30, 2023:

Calendar Month
Total Number
of Shares
Purchased (1)
Average
Price Paid
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum
Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs
January — $ — — $ —
February 257,230 14.94 — —
March — — — —
Total 257,230 $ 14.94 —


Calendar Month	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April	4,326	$	12.15	—	$	—
May	3,099	9.69		—	—
June	28,947	8.34		—	—
Total	36,372	$	8.90	—

(1)Shares purchased during the three months ended ~~March 31,~~June 30, 2023 were acquired by the Company based on their fair market value on the vesting date in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units.

Item 5. Other Information

None of the Company's directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2023.

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Item 6. Exhibits


Exhibit Number						Description of Exhibit
~~10.1~~3.1						~~Amendment No. 1, dated March 27, 2023, to the Third Amended and Restated Credit Agreement, dated as~~By-Laws of ~~August 31, 2022, among~~ Newell Brands Inc., as amended on May 15, 2023 (incorporated by reference to Exhibit 3.1 to the ~~Subsidiary Borrowers party thereto, the Guarantors from time-to-time party thereto, the Lenders party thereto~~Company’s Current Report on Form 8-K dated May 19, 2023, File No. 001-09608).
10.1*						Newell Brands Inc. 2023 Special Incentive Program Terms and ~~JPMorgan Chase Bank, N.A., as Administrative Agent,~~Conditions (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated ~~March 31,~~May 19, 2023, File No. 001-09608).
10.2*†						~~Retirement Agreement between Ravichandra K. Saligram and~~Form of 2023 Newell Brands ~~Inc. dated February 8, 2023, (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 10, 2023, File No. 001-09608).~~
10.3*						Special Incentive Program RSU Award for President and CEO ~~Offer Letter, dated February 9, 2023, (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated February 10, 2023, File No. 001-09608).~~
10.4*						~~Newell Brands Inc. 2023 Long Term Incentive Plan Terms and Conditions, (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated February 10, 2023, File No. 001-09608).~~
10.5*						~~Amendment to~~under the Newell Brands Inc. ~~Executive Severance Plan dated February 8,~~2022 Incentive Plan.
10.3*†						Form of 2023 ~~(incorporated by reference to Exhibit 10.4~~Newell Brands Special Incentive Program RSU Award for CFO under the Newell Brands Inc. 2022 Incentive Plan.
10.4*†						Form of 2023 Newell Brands Special Incentive Program RSU Award for Executives under the ~~Current Report on~~ Newell Brands Inc. 2022 Incentive Plan.
10.5*†						Form ~~8-K dated February 10,~~of 2023 ~~File No. 001-09608).~~Non-Employee Director Stock Option Agreement under the Newell Brands Inc. 2022 Incentive Plan.
10.6*†						Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan ~~for Executives~~
~~10.7*†~~						~~Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for the Chief Executive Officer.~~
~~10.8*†~~						~~Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for the President.~~
~~10.9*†~~						~~Form of Non-Qualified Stock Option Agreement under the Newell Bands Inc. 2022 Incentive Plan for the Chief Financial Officer.~~.
31.1†						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
101.LAB						XBRL Taxonomy Extension Label Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Filed herewith.

* Represents management contracts and compensatory plans and arrangements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		NEWELL BRANDS INC. Registrant

Date:	~~April~~July 28, 2023	/s/ Mark J. Erceg
		Mark J. Erceg
		Chief Financial Officer


Date:	~~April~~July 28, 2023	/s/ Jeffrey M. Sesplankis
		Jeffrey M. Sesplankis
		Chief Accounting Officer

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		Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
		Gain/(Loss)				Gain/(Loss)
	Location of gain/(loss) recognized in income	Recognized in OCI (effective portion)		Reclassified from AOCL to Income		Recognized in OCI (effective portion)		Reclassified from AOCL to Income
Interest rate swaps	Interest expense, net	$	—	$	(1)	$	—	$	(2)
Foreign currency contracts	Net sales and cost of products sold	(5)		10		(1)		1

Cross-currency swaps	Other (income) expense, net	(21)		—		4		—
Total		$	(26)	$	9	$	3	$	(1)