UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the Quarterly Period Ended March 31, ~~2018~~2019

Commission File Number1-9608

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.)

221 River Street

Hoboken, New Jersey 07030

(Address of principal executive offices)

(Zip Code)

~~(201) 610-6600~~

(Registrant’s telephone number, including area ~~code)~~code: (201)610-6600

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-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, anon-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 Rule12b-2 of the Exchange Act:

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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding (net of treasury shares) as of April 30, ~~2018: 485.7~~2019: 423.1 million.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24	28
Item 3. Quantitative and Qualitative Disclosures about Market Risk	31	35
Item 4. Controls and Procedures	31	35
PART II. OTHER INFORMATION	32	37
Item 1. Legal Proceedings	32	37
Item 1A. Risk Factors	32	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32	37
Item 6. Exhibits	33	38
SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions, except per share data)


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Net sales	$	3,017.4		$	3,266.3		$	1,712.1		$	1,811.5
Cost of products sold		2,012.0			2,149.1			1,168.3			1,206.2

Gross profit		1,005.4			1,117.2			543.8			605.3
Selling, general and administrative expenses		880.4			931.5			517.9			626.3
Restructuring costs, net		7.9			13.3			10.9			5.4
Impairment of goodwill, intangibles and other assets		—			18.4

Operating income		117.1			154.0
Operating income (loss)								15.0			(26.4	)
Non-operating expenses:
Interest expense, net		116.1			122.2			80.2			116.1
Loss on extinguishment of debt		—			27.8
Other (income) expense, net		(1.0	)		(786.1	)
Other expense (income), net								23.3			(1.4	)

Income before income taxes		2.0			790.1
Income tax (benefit) expense		(51.3	)		151.6
Loss before income taxes								(88.5	)		(141.1	)
Income tax benefit								(16.7	)		(86.4	)

Net income	$	53.3		$	638.5
Loss from continuing operations								(71.8	)		(54.7	)
Income (loss) from discontinued operations, net of tax								(79.4	)		108.0

Net income (loss)							$	(151.2	)	$	53.3

Weighted average shares outstanding:
Basic		486.0			484.2			423.0			486.0
Diluted		487.0			485.8			423.0			486.0
Earnings per share:
Basic	$	0.11		$	1.32
Diluted	$	0.11		$	1.31
Dividends per share	$	0.23		$	0.19
Earnings (loss) per share:
Basic:
Loss from continuing operations							$	(0.17	)	$	(0.11	)
Income (loss) from discontinued operations								(0.19	)		0.22

Net income (loss)							$	(0.36	)	$	0.11

Diluted:
Loss from continuing operations							$	(0.17	)	$	(0.11	)
Income (loss) from discontinued operations								(0.19	)		0.22

Net income (loss)							$	(0.36	)	$	0.11

See Notes to Condensed Consolidated Financial Statements (Unaudited).

NEWELL BRANDS INC. AND SUBSIDIARIES

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

(Amounts in millions)


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Comprehensive income:
Net income	$	53.3		$	638.5
Comprehensive income (loss):
Net income (loss)							$	(151.2	)	$	53.3
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		64.1			106.0			(2.1	)		64.1
Unrecognized pension and postretirement costs		(16.3	)		0.8			(13.2	)		(16.3	)
Derivative financial instruments		3.6			(10.7	)		(8.4	)		3.6

Total other comprehensive income, net of tax		51.4			96.1
Total other comprehensive income (loss), net of tax								(23.7	)		51.4

Comprehensive income	$	104.7		$	734.6
Comprehensive income (loss)							$	(174.9	)	$	104.7

See Notes to Condensed Consolidated Financial Statements (Unaudited).

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except par values)


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Assets:
Cash and cash equivalents	$	459.0		$	485.7		$	364.1		$	495.7
Accounts receivable, net		2,346.0			2,674.0			1,606.1			1,850.7
Inventories, net		2,584.9			2,498.8
Inventories								1,799.0			1,583.1
Prepaid expenses and other		427.3			415.5			290.8			275.6
Assets held for sale		2,654.1			4.0
Current assets held for sale								3,456.1			3,535.2

Total current assets		8,471.3			6,078.0			7,516.1			7,740.3
Property, plant and equipment, net		1,564.7			1,707.5			930.7			925.6
Operating lease assets, net								619.3			—
Goodwill		9,672.4			10,560.1			2,958.3			2,970.2
Other intangible assets, net		13,142.9			14,236.0			5,536.4			5,579.6
Deferred income taxes		224.9			151.2			216.0			179.7
Other assets		393.2			402.7			329.3			327.0

Total assets	$	33,469.4		$	33,135.5		$	18,106.1		$	17,722.4

Liabilities:
Accounts payable	$	1,398.2		$	1,761.6		$	934.9		$	1,019.5
Accrued compensation		160.5			187.0			121.6			159.1
Other accrued liabilities		1,617.3			1,705.4			1,174.4			1,180.6
Short-term debt and current portion of long-term debt		1,532.6			662.8			573.6			318.7
Liabilities held for sale		209.3			—
Current liabilities held for sale								747.1			734.1

Total current liabilities		4,917.9			4,316.8			3,551.6			3,412.0
Long-term debt		9,623.5			9,889.6			6,694.6			6,696.3
Deferred income taxes		3,281.1			3,307.0			1,000.7			992.7
Long-term operating lease liabilities								547.6			—
Other noncurrent liabilities		1,479.6			1,440.8			1,328.5			1,368.2

Total liabilities		19,302.1			18,954.2			13,123.0			12,469.2
Commitments and contingencies (Footnote 19)		—			—
Commitments and contingencies (Footnote 18)
Stockholders’ equity:
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2018 and December 31, 2017)		—			—
Common stock (800 authorized shares, $1.00 par value 508.8 shares and 508.1 shares issued at March 31, 2018 and December 31, 2017, respectively)		508.8			508.1
Treasury stock, at cost (23.1 and 22.9 shares at March 31, 2018 and December 31, 2017, respectively):		(580.2	)		(573.5	)
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2019 and December 31, 2018)								—			—
Common stock (800 authorized shares, $1.00 par value 446.5 shares and 446.1 shares issued at March 31, 2019 and December 31, 2018, respectively)								446.5			446.1
Treasury stock, at cost (23.4 and 23.3 shares at March 31, 2019 and December 31, 2018, respectively)								(587.7	)		(584.7	)
Additional paid-in capital		10,371.5			10,362.0			8,688.1			8,781.1
Retained earnings		4,542.5			4,611.2
Retained deficit								(2,662.0	)		(2,511.3	)
Accumulated other comprehensive loss		(711.7	)		(763.1	)		(936.5	)		(912.8	)

Stockholders’ equity attributable to parent		14,130.9			14,144.7			4,948.4			5,218.4
Stockholders’ equity attributable to noncontrolling interests		36.4			36.6			34.7			34.8

Total stockholders’ equity		14,167.3			14,181.3			4,983.1			5,253.2

Total liabilities and stockholders’ equity	$	33,469.4		$	33,135.5		$	18,106.1		$	17,722.4

See Notes to Condensed Consolidated Financial Statements (Unaudited).

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	53.3		$	638.5
Adjustments to reconcile net income to net cash used in operating activities:
Net income (loss)							$	(151.2	)	$	53.3
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		149.8			170.6			86.9			149.8
Impairment of goodwill, intangibles and other assets		—			18.4			174.7			—
Net gain from sale of businesses		(0.6	)		(784.0	)		(5.2	)		(0.6	)
Loss on extinguishment of debt		—			2.2
Deferred income taxes		(94.4	)		(161.7	)		(46.9	)		(94.4	)
Stock-based compensation expense		10.1			20.4			4.9			10.1
Loss on change in fair value of investments								16.7			—
Other, net		0.8			1.9			1.6			0.8
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable		255.9			306.2			245.7			255.9
Inventories		(308.8	)		(360.7	)		(258.7	)		(308.8	)
Accounts payable		(285.8	)		(142.6	)		(106.9	)		(285.8	)
Accrued liabilities and other		(182.0	)		27.2			(162.0	)		(182.0	)

Net cash used in operating activities		(401.7	)		(263.6	)		(200.4	)		(401.7	)

Cash flows from investing activities:
Proceeds from sale of divested businesses		—			1,862.9
Acquisitions and acquisition-related activity		—			(557.3	)
Capital expenditures		(95.1	)		(100.7	)		(58.2	)		(95.1	)
Other investing activities		(10.2	)		0.8			(17.5	)		(10.2	)

Net cash provided by (used in) investing activities		(105.3	)		1,205.7
Net cash used in investing activities								(75.7	)		(105.3	)

Cash flows from financing activities:
Net short-term debt		602.8			246.4			521.4			602.8
Loss on extinguishment of debt		—			(25.6	)
Payments on current portion long-term debt								(268.2	)		—
Payments on long-term debt		(0.7	)		(972.3	)		(4.6	)		(0.7	)
Cash dividends		(112.6	)		(92.9	)		(97.7	)		(112.6	)
Debt issuance and extinguishment costs								(2.7	)		—
Equity compensation activity and other, net		(14.8	)		(15.2	)		(2.6	)		(14.8	)

Net cash provided by (used in) financing activities		474.7			(859.6	)
Net cash provided by financing activities								145.6			474.7

Exchange rate effect on cash and cash equivalents		5.6			17.5			(1.1	)		5.6

Increase (decrease) in cash and cash equivalents		(26.7	)		100.0
Decrease in cash and cash equivalents								(131.6	)		(26.7	)
Cash and cash equivalents at beginning of period		485.7			587.5			495.7			485.7

Cash and cash equivalents at end of period	$	459.0		$	687.5		$	364.1		$	459.0

Supplemental disclosures:
Net cash provided by discontinued operating activities							$	11.9		$	35.9
Net cash used in discontinued investing activities								(11.9	)		(35.7	)
Capital expenditures for discontinued operations								(12.5	)		(35.9	)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(Amounts in millions)


	Common Stock		Treasury Stock			Additional Paid-In Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Stockholders’ Equity Attributable to Parent			Non-controlling Interests			Total Stockholders’ Equity
Balance at December 31, 2018	$	446.1	$	(584.7	)	$	8,781.1		$	(2,511.3	)	$	(912.8	)	$	5,218.4		$	34.8		$	5,253.2
Comprehensive income (loss)		—		—			—			(151.2	)		(23.7	)		(174.9	)		—			(174.9	)
Dividends declared on common stock		—		—			(97.7	)		—			—			(97.7	)		—			(97.7	)
Equity compensation, net of tax		0.4		(3.0	)		4.7			—			—			2.1			—			2.1
Impact of adoption due to change in accounting standard (see Footnote 1)		—		—			—			0.5			—			0.5			—			0.5
Portion of net (income) loss attributable tonon-controlling interests		—		—			—			—			—			—			(0.1	)		(0.1	)

Balance at March 31, 2019	$	446.5	$	(587.7	)	$	8,688.1		$	(2,662.0	)	$	(936.5	)	$	4,948.4		$	34.7		$	4,983.1


	Common Stock		Treasury Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Stockholders’ Equity Attributable to Parent			Non-controlling Interests			Total Stockholders’ Equity
Balance at December 31, 2017	$	508.1	$	(573.5	)	$	10,362.0		$	4,611.2		$	(763.1	)	$	14,144.7		$	36.6		$	14,181.3
Comprehensive income		—		—			—			53.3			51.4			104.7			—			104.7
Dividends declared on common stock		—		—			—			(112.5	)		—			(112.5	)		—			(112.5	)
Equity compensation, net of tax		0.7		(6.7	)		9.5			—			—			3.5			—			3.5
Impact of adoption due to change in accounting standard		—		—			—			(9.5	)		—			(9.5	)		—			(9.5	)
Portion of net (income) loss attributable tonon-controlling interests		—		—			—			—			—			—			(0.2	)		(0.2	)

Balance at March 31, 2018	$	508.8	$	(580.2	)	$	10,371.5		$	4,542.5		$	(711.7	)	$	14,130.9		$	36.4		$	14,167.3

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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 ~~interim~~ financial statements of Newell Brands Inc. (formerly, Newell Rubbermaid Inc., and collectively with its subsidiaries, ~~(hereinafter referred to as~~ the “Company” ~~or “Newell Brands”~~) 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 presentation of the financial position and the results of operations of the Company. It is recommended that these unaudited condensed consolidated financial statements ~~and accompanying footnotes~~ be read in conjunction with the financial statements, and the footnotes thereto, included in the Company’s most recent Annual Report on Form10-K. The condensed consolidated balance sheet as of December 31, ~~2017,~~2018, has been derived from the audited financial statements as of that date, but it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation.

Discontinued Operations

During 2018, the Company implemented the Accelerated Transformation Plan, which was designed in part, to rationalize the organization and its portfolio of products. Pursuant to the Accelerated Transformation Plan, a number of the Company’s businesses were designated for disposal. These ~~reclassifications~~businesses have ~~no impact~~been classified as discontinued operations as these businesses together represent a strategic shift that has a major effect on ~~previously reported net income.~~the Company’s operations and financial results (see Footnote 2). Prior periods have been reclassified to conform with the current presentation.

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 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, the Company 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. Accordingly, the Company’s results of operations for the three months ended March 31, ~~2018~~2019 may not necessarily be indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

Recent Accounting Pronouncements

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

In August 2018, the FASB issued ASU2018-15,“Intangibles – Goodwill and Other –Internal-Use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU2018-15 clarifies the accounting treatment for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU2018-15 is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. ASU2018-15 may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently assessing the impact that adoption of ASU2018-15 will have on the consolidated financial statements.

In August 2018, the FASB issuedASU 2018-14,“Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.”ASU 2018-14 modifies disclosure requirements for defined benefit pension and other postretirement plans.ASU 2018-14 is effective for fiscal years ending after December 15, 2020, and early adoption is permitted. Since ASU2018-14 only impacts the disclosure requirements related to defined benefit pension and other postretirement plans, the adoption of ASU2018-14 will not have a material impact on the Company’s consolidated financial statements.

Adoption of New Accounting Guidance

The Company’s accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in our 2018 Annual Report on Form10-K. Such significant accounting policies are applicable for periods prior to the adoption of the following new accounting standards.

In February 2016, the FASB issued ASU2016-02, “Leases (Topic 842),” which requires lessees to recognize aright-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The Company adopted ASU2016-02 ~~is effective for the Company~~ prospectively starting on January 1, 2019. ~~The Company is currently evaluating the effect~~As part of the adoption, the Company elected the package of ~~ASU 2016-02~~practical expedients permitted under the transaction guidance that includes not to reassess historical lease classification, not to recognize short-term leases on our balance sheet, nor separate lease andnon-lease components for all its leases. In addition, the Company used hindsight to determine the lease term and applied its incremental borrowing rate based on the ~~Company’s~~remaining term of the lease as of the adoption date. The impact upon adoption, as of January 1, 2019, related to operating leases in continuing operations resulted in the recognition ofright-of-use assets of approximately $629 million, lease liabilities of approximately $687 million and a cumulative-effect adjustment on retained deficit of approximately $0.5 million on its condensed consolidated ~~financial statements.~~balance sheet.

In August 2017, the FASB issued ASU2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU2017-12 amends existing guidance to better align an entity’s risk management activities and financial reporting for hedging relationships. ASU2017-12 also expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods. The ~~Company is evaluating the impact the~~ adoption of ASU ~~2017-22 will have on the Company’s consolidated financial statements.~~

~~In February 2018, the FASB issued ASU No. 2018-02, “~~~~Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”~~ ASU No. 2018-02 provides companies with an option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. ASU No. 2018-02 also requires disclosure of the accounting policy for releasing income tax effects from AOCI and whether an election was made to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act. ASU No. 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Companies can adopt the provisions of ASU 2018-02 in either the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is evaluating the impact the adoption of ASU 2018-02 will have on the Company’s consolidated financial statements.

Other recently issued ASUs were assessed and determined to be either not applicable or are expected to have a minimal impact on the Company’s consolidated financial position and results of operations.

~~Adoption of New Accounting Guidance~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~~~“Revenue from Contracts with Customers (Topic 606)~~.” The Company adopted ASU 2014-09 and all the related amendments (“Topic 606”) on January 1, 2018, using the modified retrospective transition method and applied this approach to contracts not completed as of that date. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of Topic 606 did not result in a material adjustment to the opening balance of retained earnings. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis.

~~The cumulative effect of the changes made to the condensed consolidated balance sheet at January 1, 2018 from the adoption of Topic 606 were as follows (in millions):~~

   Balance at
December 31,
2017    Adjustments
due to Topic
606    Balance at
January 1,
2018
Accounts receivable, net
   $ 2,674.0    $ 153.6    $ 2,827.6
Prepaid expenses and other
   415.5    16.4    431.9
Other accrued liabilities
   1,705.4    170.0    1,875.4
Retained earnings
   4,611.2    —      4,611.2

As part of Topic 606, the Company reclassified items such as cash discounts, allowances for returns, and credits or incentives provided to customers from accounts receivable, net to other accrued liabilities as of the adoption date. These items are accounted for as variable consideration when estimating the amount of revenue to recognize. Also as part of the new standard, the Company recognizes right to recover assets associated with our estimated allowances for returns in prepaid expenses and other, which were previously netted against the allowance for returns included in Accounts Receivable, net.

~~The impact of adoption of Topic 606 on the condensed consolidated balance sheet and condensed consolidated statement of operations as of and for the period indicated was as follows (in millions):~~

   March 31, 2018
   As Reported    Excluding
Adjustments
due to Topic
606    As Adjusted
Accounts receivable, net
   $ 2,346.0    $ (155.7 )    $ 2,190.3
Inventory, net
   2,584.9    1.5    2,586.4
Prepaid expenses and other
   427.3    (17.4 )    409.9
Assets held for sale
   2,654.1    (2.5 )    2,651.6
Other accrued liabilities
   1,617.3    (170.7 )    1,446.6
Retained earnings
   4,542.5    (3.4 )    4,539.1

   Three Months Ended March 31, 2018
   As Reported    Excluding
Adjustments
due to Topic
606    As Adjusted
Net sales
   $ 3,017.4    $ 46.2    $ 3,063.6
Cost of products sold
   2,012.0    48.3    2,060.3
Selling, general and administrative expenses
   880.4    2.5    882.9
Operating income
   117.1    (4.6 )    112.5
Income tax (benefit) expense
   (51.3 )    (1.2 )    (52.5 )
Net income
   53.3    (3.4 )    49.9

Certain costs and cash payments made to customers previously recorded in costs of products sold and selling, general and administrative expenses have been reclassified against net sales as they do not meet the specific criteria to qualify as a distinct good or service under the new guidance, primarily related to payments to customers for defective products under warranty.

~~Refer to Note 2 for additional information regarding the Company’s adoption of Topic 606.~~

~~In August 2016, the FASB issued ASU 2016-15, “~~~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.”~~ ASU 2016-15 provides guidance on the classification of certain cash receipts and payments in the statement of cash flows, including debt prepayment and debt extinguishment costs. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and the Company retrospectively adopted ASU 2016-15 effective January 1, 2018. As a result of the adoption ASU 2016-15, the Company reclassified $25.6 million of certain debt extinguishment payments, which had the effect of increasing the Company’s cash used in operating activities and decreasing net cash provided by (used in) financing activities by $25.6 million for the three months ended March 31, 2017.

~~In October 2016, the FASB issued ASU 2016-16, “~~~~Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)~~,” which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for annual and interim periods beginning after December 15, 2017. The Company adopted ASU 2016-16 effective January 1, 2018. As a result of the adoption of ASU 2016-16, the Company recorded an adjustment during the three months ended March 31, 2018 that reduced retained earnings and prepaid expenses and other by $9.5 million.

~~In November 2016, the FASB issued ASU No. 2016-18,~~~~“Statement of Cash Flows (Topic 230): Restricted Cash.”~~ The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 required disclosure of the nature and amounts of restricted cash. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. The Company retrospectively adopted ASU 2016-15 effective January 1, 2018 and the impact was not material to the condensed consolidated financial statements.

~~In March 2017, the FASB issued ASU 2017-07,~~~~“Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”~~ ASU 2017-07 changes how employers that sponsor defined benefit pension plans and other postretirement plans present the net periodic benefit cost in the income statement. ASU 2017-07 requires that the service cost component of net periodic benefit cost be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. ASU 2017-07 also allows only the service cost component to be eligible for capitalization, when applicable. This guidance is effective for annual periods beginning after December 15, 2017, with early adoption permitted. ASU 2017-07 is to be applied retrospectively for the income statement presentation requirements and prospectively for the capitalization requirements of the service cost component. The Company adopted this guidance in the first quarter of 2018 and retrospectively reclassified the other components of net periodic pension cost and net periodic postretirement benefit cost using the practical expedient permitted under the guidance. As a result, $2.1 million of income was reclassified from selling, general and administrative expenses (“SG&A”) to other expense (income), net, for the three months ended March 31, 2017 (see Footnote 13).

~~Other Items~~

At March 31, 2018, the Company held a 23.4% investment in Sprue Aegis (“Sprue”). During the three months ended March 31, 2018 and 2017, the Company’s related party sales to Sprue Aegis (“Sprue”) were $7.5 million and $6.7 million, respectively. At March 31, 2018, the Company terminated the distribution agreement with Sprue.

~~Footnote 2 — Revenue Recognition~~

Net sales include sales of consumer and commercial products across our five segments: Live, Learn, Work, Play and Other. In accordance with Topic 606, the Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied, which generally occurs either on shipment or on delivery based on contractual terms. Timing of revenue recognition of a majority of the Company’s sales continues to be consistent between the new and old revenue standard. However, previously under Topic 605, the Company deferred recognition of revenue for limited FOB shipping point transactions where it had a practice of providing the buyer with replacement goods at no additional cost if there was loss or damage while the goods were in transit. Under Topic 606, the Company recognizes revenue at the time of shipment for these transactions. This change2017-12 did not have a material impact on the Company’s ~~adoption on January 1,~~consolidated financial statements.

Revisions of Previously Issued Financial Statements

During the first quarter of 2019, the Company identified that it did not utilize an accurate estimate of fair value and expected form of sale in its fourth quarter 2018 impairment assessment for one of its five disposal groups classified as held for sale. The Company did not appropriately account for the disposal group as a stock sale. Consequently, certain income tax account balances (primarily related to deferred tax liabilities) were not classified as assets and liabilities held for sale in the Company’s Consolidated Balance Sheet as of December 31, 2018. As a result, the Company determined itsbook-over-tax outside basis differences and measured the tax effects of such difference, which resulted in an income tax expense of approximately $12.6 million. In addition, the Company did not use an accurate estimate of fair value in its 2018 impairment assessment. Collectively, the estimate of fair value and expected form of sale resulted in adjustments to the estimated fair value and carrying value of the held for sale business utilized in the Company’s 2018 impairment assessment. These changes resulted in an additional impairment charge of approximately $12.0 million to write-down the carrying value of the net assets of the held for sale business to its estimated fair value at December 31, 2018. In addition, as part of the presentation of discontinued operations, the Company periodically has to reclassify the prior period presentation to conform to the current year presentation. These adjustments are reflected in the Reclassification column below. The following table presents the effect to the Company’s previously reported Consolidated Balance Sheet at December 31, 2018 and Consolidated Statement of Operations for the year ended December 31, 2018:


	As of December 31, 2018
	As Previously Reported			Revision			Reclassification			As Revised
Prepaid expenses and other	$	278.0		$	(2.4	)	$	—		$	275.6
Current assets held for sale		3,541.3			(6.1	)		—			3,535.2
Total current assets		7,748.8			(8.5	)		—			7,740.3
Deferred income taxes (noncurrent assets)		165.2			14.5			—			179.7
Total assets		17,716.4			6.0			—			17,722.4
Other accrued liabilities		1,182.3			(0.8	)		(0.9	)		1,180.6
Current liabilities held for sale		650.4			100.4			(16.7	)		734.1
Total current liabilities		3,330.0			99.6			(17.6	)		3,412.0
Deferred income taxes (liabilities)		1,041.8			(66.7	)		17.6			992.7
Other noncurrent liabilities		1,370.5			(2.3	)		—			1,368.2
Total liabilities		12,438.6			30.6			—			12,469.2
Retained deficit		(2,486.7	)		(24.6	)		—			(2,511.3	)
Stockholders’ equity attributable to parent		5,243.0			(24.6	)		—			5,218.4
Total stockholders’ equity		5,277.8			(24.6	)		—			5,253.2
Total liabilities and stockholders’ equity		17,716.4			6.0			—			17,722.4


	For the year ended December 31, 2018
Income Statement Classification	As Previously Reported			Revision			As Revised
Income (loss) from discontinued operations, net of tax	$	(128.3	)	$	(24.6	)	$	(152.9	)
Net income (loss)		(6,917.9	)		(24.6	)		(6,942.5	)

Earnings per share:
Basic:
Income (loss) from continuing operations	$	(14.33	)	$	—		$	(14.33	)
Income (loss) from discontinued operations		(0.27	)		(0.05	)		(0.32	)

Net income (loss)	$	(14.60	)	$	(0.05	)	$	(14.65	)

Diluted:
Income (loss) from continuing operations	$	(14.33	)	$	—		$	(14.33	)
Income (loss) from discontinued operations		(0.27	)		(0.05	)		(0.32	)

Net income (loss)	$	(14.60	)	$	(0.05	)	$	(14.65	)

The Company ~~measures revenue~~concluded the above referenced effects were not material to its previously issued Consolidated Statement of Operations for the year ended December 31, 2018 and Consolidated Balance Sheet as of December 31, 2018 included in the ~~amount~~Company’s Annual Report on Form10-K filed with the SEC on March 4, 2019. As such, the Company will revise its Consolidated Statement of ~~consideration~~Operations, Consolidated Statement of Comprehensive Income (Loss), Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders’ Equity for ~~which it expects~~the year ended December 31, 2018 and Consolidated Balance Sheet at December 31, 2018 in the Company’s 2019 Annual Report on Form10-K. The adjustments will not result in a change to ~~be entitled~~net cash provided by operating activities in ~~exchange~~the Company’s Consolidated Statement of Cash Flows for transferring goods or providing services. Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration.the year ending December 31, 2018. In ~~some cases,~~addition, the Company has revised the Condensed Consolidated Balance Sheet at December 31, 2018 for the above adjustments including the effects to ~~apply judgment, including contractual rates~~the Company’s retained deficit and ~~historical payment trends, when estimating variable consideration.~~total stockholders’ equity within this Quarterly Report on Form10-Q.

~~Sales taxes and other similar taxes are excluded from revenue.~~Other Items

At March 31, 2019, the Company held a 23.4% investment in FireAngel Safety Technology Group PLC (formerly known as Sprue Aegis PLC) (“FireAngel”), which the Company accounts for under the equity method of accounting. During the three months ended March 31, 2019, the Company recorded an other-than-temporary-impairment of approximately $11.7 million which reduced the carrying value of its investment in FireAngel to $2.9 million. FireAngel has experienced a decline in its share price. In addition, during March of 2019, FireAngel publicly disclosed its intentions to raise capital through a public offering at a price per share below our investment’s basis. The Company ~~has elected to account for shipping~~concluded these facts were indicative of an other-than-temporary-impairment and ~~handling activities as a fulfillment cost as permitted by~~recorded the ~~standard. The Company has elected not to disclose~~charge within other expense (income), net in the ~~value~~Condensed Consolidated Statement of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which it has the right to invoice for services performed.

~~The following table disaggregates revenue by major product grouping source and geography~~Operations for the ~~period indicated (in millions):~~

   For the Three Months Ended March 31, 2018
   Live    Learn    Work    Play    Other    Total
Appliances & Cookware
   $ 368.3    $ —      —      $ —      $ —      $ 368.3
Baby
   272.5    —      —      —      —      272.5
Home Fragrance
   212.3    —      —      —      —      212.3
Food
   218.5    —      —      —      —      218.5
Writing
   —      334.5    —      —      —      334.5
Jostens
   —      160.9    —      —      —      160.9
Consumer & Commercial Solutions
   —      —      360.5    —      —      360.5
Waddington
   —      —      190.1    —      —      190.1
Safety & Security
   —      —      90.1    —      —      90.1
Outdoor & Recreation
   —      —      —      367.3    —      367.3
Fishing
   —      —      —      130.2    —      130.2
Team Sports
   —      —      —      119.3       119.3
Process Solutions
   —      —      —      —      143.3    143.3
Other
   —      —      —      —      49.6    49.6












Total
   $ 1,071.6    $ 495.4    640.7    $ 616.8    $ 192.9    $ 3,017.4












North America
   $ 754.9    $ 366.5    $ 489.3    $ 435.4    $ 179.0    $ 2,225.1
International
   316.7    128.9    151.4    181.4    13.9    792.3











Total
   $ 1,071.6    $ 495.4    $ 640.7    $ 616.8    $ 192.9    $ 3,017.4

~~Accounts Receivable, Net~~

Accounts receivables, net, include amounts billed and due from customers. Payment terms vary but generally are 90 days or less. The Company evaluates the collectability of accounts receivable based on a combination of factors. When aware of a specific customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also records reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due and historical collection experience. Accounts deemed uncollectible are written off, net of expected recoveries.three-months ending March 31, 2019.

During the three months ended March 31, 2018, the ~~Company wrote-off $24.0 million primarily~~Company’s related party sales to ~~one of its top 10 customers in the Baby division within the Live segment, who filed for liquidation of its bankrupt operations in March.~~

~~Deferred Revenues~~

The Company records deferred revenues when cash payments are received or due in advance of its performance, including amounts which are refundable. Deferred revenue was $231 million and $180 million atFireAngel were $7.5 million. On March 31, 2018, and January 1, 2018, respectively. A substantial portion of the Company’s deferred revenue balance is from the Jostens business. The increase in the balance for the quarter is driven by cash payments received or due in advance of satisfying our performance obligations primarily related to yearbook and scholastic product sales, offset by $74.5 million of revenues recognized that was mostly included in the deferred revenue balance at the beginning of the period and to a lesser extent, reclasses of balances to assets to held for sale.

~~Footnote 3 — Acquisitions~~

~~2017 Activity~~

~~In September 2017,~~ the Company acquired Chesapeake Bay Candle, a leading developer, manufacturer and marketer of premium candles and other home fragrance products, focused on consumer wellness and natural fragrance, for a cash purchase price of approximately $75 million. Chesapeake Bay Candle is included in the Live segment from the date of acquisition.

~~In April 2017, the Company acquired Sistema Plastics (“Sistema”), a leading New Zealand based manufacturer and marketer of innovative food storage containers~~terminated its distribution agreement with strong market shares and presence in Australia, New Zealand, U.K. and parts of continental Europe for a cash purchase price of approximately $472 million. Sistema is included in the Live segment from the date of acquisition.

~~In January 2017, the Company acquired Smith Mountain Industries (“Smith Mountain”), a leading provider of premium home fragrance products, sold primarily under the WoodWick~~^® ~~Candle brand, for a cash purchase price of approximately $100 million. Smith Mountain is included in the Live segment from the date of acquisition.~~FireAngel.

Footnote 42 — Divestitures and Held for Sale

~~Held for Sale~~Discontinued Operations

~~During~~As part of the Company’s Accelerated Transformation Plan, during 2018, the Company announced it iswas exploring strategic options for its industrial and commercial product assets, including The Waddington Group, Process Solutions, Rubbermaid Commercial Products, Rexair and ~~Mapa~~Mapa/Spontex businesses, as well asnon-core consumer businesses, including Jostens, ~~Rawlings, Goody,~~ Pure Fishing, Rawlings, Rubbermaid Outdoor, Closet, Refuse and Garage, Goody Products and U.S. Playing Cards businesses. ~~Of these~~These businesses ~~and brands, the Team Sports business including the Rawlings~~^® ~~brand in the Play segment, The Waddington Group business in the Work segment, and the Beauty businesses including the Goody~~^® ~~brand in the Other segment~~ are classified as ~~held~~discontinued operations. Prior periods have been reclassified to conform with the current presentation. During 2018, the Company sold Goody Products, Inc. (“Goody”), Jostens, Inc. (“Jostens”), Pure Fishing, Inc. (“Pure Fishing”), the Rawlings Sporting Goods Company, Inc. (“Rawlings”) and Waddington Group, Inc. (“Waddington”) and other related subsidiaries as part of the Accelerated Transformation Plan. The Company currently expects to complete the remaining divestitures by the end of 2019.

The following table provides a summary of amounts included in discontinued operations for ~~sale at March 31, 2018.~~the periods indicated (in millions):


	Three Months Ended March 31,
	2019			2018
Net sales	$	540.9		$	1,205.9
Cost of products sold		378.8			805.8
Selling, general and administrative expenses		76.7			254.1
Restructuring costs, net		—			2.5
Impairment of goodwill, intangibles and other assets		174.7			—

Operating income (loss)		(89.3	)		143.5
Non-operating expense (income)		(3.2	)		0.4

Income (loss) before income taxes		(86.1	)		143.1
Income tax expense (benefit)		(6.7	)		35.1

Net income (loss)	$	(79.4	)	$	108.0

Held for Sale

The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities held for sale in the condensed consolidated balance sheets as of the dates indicated (in millions):


	March 31, 2018		December 31, 2017		March 31, 2019		December 31, 2018(1)
Accounts receivable, net	$	247.8	$	—	$	413.8	$	411.7
Inventories, net		235.6		—
Inventories						378.2		338.7
Prepaid expenses and other		17.3		—		37.4		42.8
Property, plant and equipment, net		165.2		4.0		510.8		515.9
Operating lease assets						74.3		—
Goodwill		911.4		—		877.4		942.4
Other intangible assets, net		1,066.4		—		1,150.6		1,270.8
Other assets		10.4		—		13.6		12.9

Total Assets	$	2,654.1	$	4.0
Current assets held for sale					$	3,456.1	$	3,535.2

Accounts payable	$	101.1	$	—	$	240.7	$	256.7
Accrued compensation		13.1		—		49.3		57.0
Other accrued liabilities		81.6		—		146.5		154.4
Short-term debt and current portion long-term debt		0.3		—
Other noncurrent liabilities		13.2		—
Deferred income taxes						219.6		250.0
Operating lease liabilities						78.9		—
Other liabilities						12.1		16.0

Total Liabilities	$	209.3	$	—
Current liabilities held for sale					$	747.1	$	734.1

(1)	See Footnote 1.

Divestitures

2019 Activity

On ~~July 14, 2017,~~May 1, 2019, the Company sold its ~~Winter Sports~~Rexair business to investment funds affiliated with Rhône Capital for ~~a selling price of~~ approximately ~~$240~~$235 million, subject to customary working capital and other post-closing adjustments. ~~For the three months ended March 31, 2017 net sales from the Winter Sports business were not material.~~

~~During 2017,~~On May 1, 2019, the Company sold its ~~Rubbermaid~~^® ~~consumer storage totes business, its stroller business under the Teutonia~~^® ~~brand, its Lehigh business, its firebuilding business~~Process Solutions Business to an affiliate of One Rock Capital Partners, LLC, for approximately $500 million, subject to customary working capital and ~~its triathlon apparel business under the Zoot~~^® ~~and Squadra~~^® ~~brands. The selling prices for these businesses were not significant.~~ other post-closing adjustments.

During the three months ended March 31, ~~2017,~~2019, the Company recorded an impairment charge ~~of $9.2~~primarily related to goodwill and intangible assets totaling approximately $175 million, which is included in the income (loss) from discontinued operations, primarily related to the ~~write down~~write-down of the carrying value of the net assets of ~~the fire building business, which included goodwill and~~ certain ~~fixed assets, to~~held for sale businesses based on their estimated fair ~~market~~ value. ~~Martin E. Franklin and Ian G.H. Ashken are affiliates of Royal Oak, the purchaser of the fire building assets, and were company directors at the time of the transaction.~~

2018 Activity

~~In March 2017,~~On June 29, 2018, the Company ~~completed the sale~~sold Rawlings, its Team Sports business, to a fund managed by Seidler Equity Partners with aco-investment of ~~its Tools business, including the Irwin~~^®~~, Lenox~~^® ~~and Hilmor~~^® ~~brands. The selling price was $1.95 billion,~~Major League Baseball for approximately $400 million, subject to customary working capital ~~adjustments. As a result, during the three months ended March 31, 2017, the Company recorded a pretax gain of $784 million, which is included in~~and other ~~(income) expense, net. For the three months ended March 31, 2017, the Tools business generated 3.4% of the Company’s consolidated net sales.~~post-closing adjustments.

~~Subsequent Event~~

On ~~May 4,~~June 29, 2018, the Company ~~announced that it had entered into a definitive agreement to sell The~~sold Waddington ~~Group~~ to Novolex Holdings LLC for approximately $2.3 billion, subject to customary ~~adjustments for~~ working capital and other ~~items. The~~post-closing adjustments

On August 31, 2018, the Company ~~expects the transaction~~sold its Goody business, to ~~be completed in the third quarter of 2017,~~a fund managed by ACON Investments, L.L.C. for approximately $109 million, subject to ~~certain~~ customary ~~conditions including regulatory approvals. The~~working capital and other post-closing adjustments.

On December 21, 2018, the Company ~~anticipates that~~sold Jostens to a fund managed by Platinum Equity, LLC for approximately $1.3 billion, subject to customary working capital and other post-closing adjustments.

On December 21, 2018, the ~~proceeds will be applied~~Company sold Pure Fishing to ~~deleveraging~~a fund managed by Sycamore Partners L.P for approximately $1.3 billion, subject to customary working capital and ~~share repurchase. The Waddington business generated 6.9% and 5.5% of the Company’s consolidated net sales for the three months ended March 31, 2018 and 2017.~~other post-closing adjustments.

Footnote 53 — Accumulated Other Comprehensive ~~Income (Loss)~~Loss

The following tables display the changes in ~~accumulated other comprehensive income (loss)~~Accumulated Other Comprehensive Loss (“~~AOCI”~~AOCL”) by component net of tax for the three months ended March 31, ~~2018~~2019 (in millions):

   Cumulative
Translation
Adjustment    Pension and
Postretirement
Costs    Derivative
Financial
Instruments    AOCI
Balance at December 31, 2017
   $ (318.8 )    $ (385.5 )    $ (58.8 )    $ (763.1 )
Other comprehensive (loss) income before reclassifications
   64.1    (19.2 )    (8.8 )    36.1
Amounts reclassified to earnings
   —      2.9    12.4    15.3








Net current period other comprehensive income (loss)
   64.1    (16.3 )    3.6    51.4








Balance at March 31, 2018
   $ (254.7 )    $ (401.8 )    $ (55.2 )    $ (711.7 )


	Cumulative Translation Adjustment			Pension and Postretirement Costs			Derivative Financial Instruments			AOCL
Balance at December 31, 2018	$	(492.6	)	$	(398.1	)	$	(22.1	)	$	(912.8	)
Other comprehensive loss income before reclassifications		(2.1	)		(14.8	)		(5.1	)		(22.0	)
Amounts reclassified to earnings		—			1.6			(3.3	)		(1.7	)

Net current period other comprehensive loss		(2.1	)		(13.2	)		(8.4	)		(23.7	)

Balance at March 31, 2019	$	(494.7	)	$	(411.3	)	$	(30.5	)	$	(936.5	)

For the three months ended March 31, ~~2018~~2019 and ~~2017~~2018, reclassifications from ~~AOCI~~AOCL to the results of operations for the Company’s pension and postretirement benefit plans were apre-tax expense of ~~$3.6~~$2.1 million and ~~$4.2~~$3.6 million, respectively, and primarily represent the amortization of net actuarial losses (see Footnote ~~13)~~11). These costs are recorded in other expense (income) ~~expense,~~, net. For the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, reclassifications from ~~AOCI~~AOCL to the results of operations for the Company’s derivative financial instruments for effective cash flow hedges werepre-tax (income) expense of ~~$13.1~~($4.2) million and ~~$0.3~~$13.1 million, respectively, (see Footnote ~~12)~~10).

The income tax ~~provision (benefit)~~(expense) benefit allocated to the components of ~~other comprehensive income (loss) (“OCI”)~~AOCL for the periods indicated are as follows (in millions):


	Three Months Ended March 31,						Three Months Ended March, 31,
	2018			2017			2019			2018
Foreign currency translation adjustments	$	7.9		$	1.8		$	(0.2	)	$	7.9
Unrecognized pension and postretirement costs		4.0			1.3			3.8			4.0
Derivative financial instruments		(0.2	)		(4.4	)		2.3			(0.2	)

Income tax provision (benefit) related to OCI	$	11.7		$	(1.3	)
Income tax benefit related to AOCL							$	5.9		$	11.7

Footnote 64 — ~~Restructuring Costs~~

Restructuring Costs

Restructuring provisions were determined based on estimates prepared at the time the restructuring actions were approved by management and are periodically updated for changes. Restructuring amounts also include amounts recognized as incurred.

AsAccelerated Transformation Plan

The Company’s Accelerated Transformation Plan, which was initiated during the first quarter of 2018, was designed in part, ~~of acquisition of Jarden Corporation (“Jarden”) in 2016,~~to divest the ~~Company initiated a comprehensive strategic assessment~~Company’s industrial and commercial product assets andnon-core consumer businesses. The Accelerated Transformation Plan also focuses on the realignment of the ~~business~~Company’s management structure and ~~launched~~overall cost structure as a new corporate strategy that focuses the portfolio, prioritizes investment in the categories with the greatest potential for growth, and extends the Company’s advantaged capabilities in insights, product design, innovation, and E-commerce to the broadened portfolio.

~~Jarden Integration~~

The Company expects to incur approximately $1.0 billion of restructuring and other costs through 2021 to integrate the legacy Newell Rubbermaid and Jarden businesses (the “Jarden Integration”). Initially, integration projects are primarily focused on driving cost synergies in procurement, overhead functions and organizational changes designed to redefine the operating modelresult of the ~~Company from a holding company to an operating company.~~completed and planned divestitures. Restructuring costs associated with ~~integration projects are expected to~~the transformation plan include employee-related ~~cash~~ costs, including severance, retirement and other termination benefits, ~~and~~ contract termination costs and other costs. In addition, other costs associated with the Jarden Integration include advisory and personnel costs for managing and implementing integration projects. At March 31, 2018, cumulative restructuring costs related to the Jarden Integration were approximately $168 million.

~~Project Renewal~~

The Company’s Project Renewal restructuring plan was completed during 2017. Project Renewal was designed, in part, to simplify and align the Company’s businesses, streamline and realign the supply chain functions, reduce operational and manufacturing complexity, streamline the distribution and transportation functions, optimize global selling and trade marketing functions and rationalize the Company’s real estate portfolio.

Other Restructuring

In addition to ~~Project Renewal and~~ the ~~Jarden Integration~~Accelerated Transformation Plan, the Company has incurred restructuring costs for various other restructuring activities.

Restructuring Costs

Restructuring costs incurred by reportable business ~~segment~~segments for all restructuring activities in continuing operations for the periods indicated are as follows (in millions):

   Three Months Ended
March 31,
Segment
   2018    2017
Live
   $ 0.8    $ 1.1
Learn
   1.8    4.0
Work
   1.1    2.8
Play
   1.0    2.7
Other
   0.5    2.1
Corporate
   2.7    0.6




   $ 7.9    $ 13.3


	Three Months Ended March 31,
	2019		2018
Food and Appliances	$	1.8	$	0.6
Home and Outdoor Living		2.5		0.8
Learning and Development		3.8		2.1
Corporate		2.8		1.9

	$	10.9	$	5.4

Restructuring costs incurred ~~by restructuring activity for~~during the ~~periods indicated are as follows (in millions):~~three months ended March 31, 2019 and 2018 primarily relate to the Accelerated Transformation Plan.

   Three Months Ended
March 31,
Restructuring Activity
   2018    2017
Jarden Integration
   $ 10.1    $ 11.8
Project Renewal and other
   (2.2 )    1.5




   $ 7.9    $ 13.3

Accrued restructuring costs activity for the three months ended March 31, ~~2018 is~~2019 are as follows (in millions):

   Balance at
December 31,
2017    Restructuring
Costs, Net Payments Foreign
Currency
and Other    Balance at
March 31,
2018
Employee severance, termination benefits and relocation costs
   $ 62.8    $ 8.1 $ (18.2 ) $ 0.5    $ 53.2
Exited contractual commitments and other
   31.0    (0.2 ) (3.2 ) —      27.6






   $ 93.8    $ 7.9 $ (21.4 ) $ 0.5    $ 80.8


	Balance at December 31, 2018		Restructuring Costs, Net		Payments			Reclassification (1)			Foreign Currency and Other			Balance at March 31, 2019
Employee severance, termination benefits and relocation costs	$	20.6	$	7.0	$	(11.3	)	$	—		$	(0.5	)	$	15.8
Exited contractual commitments and other		46.6		3.9		(7.9	)		(12.9	)		(0.8	)		28.9

	$	67.2	$	10.9	$	(19.2	)	$	(12.9	)	$	(1.3	)	$	44.7

(1)	Reclassification due to the adoption of ASU2016-02 (see Footnote 1)

Footnote 75 — Inventories ~~Net~~

Inventories are stated at the lower of cost or market value and are comprised of the following as of the dates indicated (in millions):


	March 31, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Raw materials and supplies	$	388.4	$	419.6	$	224.1	$	215.5
Work-in-process		277.5		252.5		152.8		130.7
Finished products		1,919.0		1,826.7		1,422.1		1,236.9

Total inventories	$	2,584.9	$	2,498.8
					$	1,799.0	$	1,583.1

Footnote 86 — Property, Plant and Equipment, Net

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


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Land	$	109.8		$	108.2		$	69.2		$	69.9
Buildings and improvements		775.9			757.3			478.5			479.1
Machinery and equipment		2,624.4			2,777.7			1,604.6			1,575.1

		3,510.1			3,643.2			2,152.3			2,124.1
Less: Accumulated depreciation		(1,945.4	)		(1,935.7	)		(1,221.6	)		(1,198.5	)

	$	1,564.7		$	1,707.5		$	930.7		$	925.6

Depreciation expense for continuing operations was ~~$67.9~~$39.8 million and ~~$68.6~~$42.3 million for the three months ended March 31, 2019 and 2018, respectively. Depreciation expense for discontinued operations was nil and ~~2017,~~$25.7 million for the three months ended March 31, 2019 and 2018, respectively. Depreciation expense was nil for 2019 as the Company ceased depreciating property, plant and equipment relating to businesses which satisfied the criteria to be classified as held for sale during the second quarter of 2018.

Footnote 97 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the three months ended March 31, ~~2018~~2019 is as follows (in millions):

      March 31, 2018
Segment
   Net Book
Value at
December 31,
2017    Other
Adjustments (1) Foreign
Exchange Gross
Carrying
Amount    Accumulated
Impairment
Charges Net Book
Value
Live
   $ 3,910.8    $ (104.7 ) 8.8 $ 4,239.8    $ (424.9 ) $ 3,814.9
Learn
   2,854.2    —   13.2 3,302.6    (435.2 ) 2,867.4
Work
   1,881.8    (624.4 ) (1.8 ) 1,255.6    —   1,255.6
Play
   1,159.3    (115.7 ) 2.5 1,046.1    —   1,046.1
Other
   754.0    (66.6 ) 1.0 688.4    —   688.4






   $ 10,560.1    $ (911.4 ) 23.7 $ 10,532.5    $ (860.1 ) $ 9,672.4


						March 31, 2019
Segment	Net Book Value at December 31, 2018		Foreign Exchange			Gross Carrying Amount		Accumulated Impairment Charges			Net Book Value
Food and Appliances	$	211.2	$	0.1		$	2,097.5	$	(1,886.2	)	$	211.3
Home and Outdoor Living		163.8		—			2,148.8		(1,985.0	)		163.8
Learning and Development		2,595.2		(12.0	)		3,429.2		(846.0	)		2,583.2

	$	2,970.2	$	(11.9	)	$	7,675.5	$	(4,717.2	)	$	2,958.3

~~(1)~~

~~Represents amounts reclassified to assets held for sale (see Footnote 4).~~

~~The table below summarizes the balance of other~~Other intangible assets, net ~~and~~are comprised of the ~~related amortization periods using the straight-line method and attribution method~~following as of the dates indicated (in millions):


	March 31, 2018							December 31, 2017									March 31, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value		Amortization Periods (in years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value		Amortization Periods (in years)
Trade names — indefinite life	$	9,951.1	$	—		$	9,951.1	$	10,210.8	$	—		$	10,210.8		N/A	$	4,089.4	$	—		$	4,089.4	$	4,093.0	$	—		$	4,093.0	N/A
Trade names — other		240.6		(36.6	)		204.0		366.9		(58.5	)		308.4		3–30		170.3		(39.9	)		130.4		170.5		(36.5	)		134.0	2-15
Capitalized software		568.8		(364.7	)		204.1		558.6		(349.6	)		209.0		3–12		529.0		(363.7	)		165.3		520.0		(348.1	)		171.9	3–12
Patents and intellectual property		189.4		(83.0	)		106.4		252.1		(142.8	)		109.3		3–14		134.1		(83.4	)		50.7		136.4		(79.2	)		57.2	3–14
Customer relationships and distributor channels		2,950.0		(337.2	)		2,612.8		3,703.2		(377.8	)		3,325.4		3–30		1,269.8		(196.9	)		1,072.9		1,269.7		(180.9	)		1,088.8	3–30
Other		131.3		(66.8	)		64.5		135.6		(62.5	)		73.1		3–5		109.0		(81.3	)		27.7		109.0		(74.3	)		34.7	3–5

	$	14,031.2	$	(888.3	)	$	13,142.9	$	15,227.2	$	(991.2	)	$	14,236.0			$	6,301.6	$	(765.2	)	$	5,536.4	$	6,298.6	$	(719.0	)	$	5,579.6

Amortization expense for intangible assets for continuing operations was ~~$81.9~~$47.1 million and ~~$102~~$49.8 million for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Amortization expense for intangible assets for discontinued operations was nil and $32.0 million for the three months ended March 31, ~~2017 includes a measurement period adjustment of $16.4 million related~~2019 and 2018. Amortization expense was nil for 2019 as the Company ceased amortizing other finite-lived intangible assets relating to businesses which satisfied the ~~valuation of non-compete agreements within other intangible assets. During the three months ended March 31, 2018 $1.1 billion of other intangibles, net, were reclassified~~criteria to ~~assets~~be classified as held for sale ~~(see Footnote 4).~~during the second quarter of 2018.

Footnote 108 — Other Accrued Liabilities

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


	March 31, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Customer accruals	$	555.4	$	447.7	$	437.7	$	535.8
Accruals for manufacturing, marketing and freight expenses		75.7		60.7		37.0		34.3
Accrued self-insurance liabilities, contingencies and warranty		178.4		261.3		132.4		123.3
Deferred revenue		230.9		180.4
Operating lease liability						137.8		—
Derivative liabilities		16.6		27.4		13.0		4.9
Accrued income taxes		70.1		217.6		92.9		165.2
Accrued interest expense		185.9		100.1		128.9		72.9
Other		304.3		410.2		194.7		244.2

Other accrued liabilities	$	1,617.3	$	1,705.4
					$	1,174.4	$	1,180.6

Footnote 119 — Debt

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


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
2.15% senior notes due 2018		299.7			299.5
2.60% senior notes due 2019		266.8			266.7		$	—		$	267.3
2.875% senior notes due 2019		348.8			348.6
4.70% senior notes due 2020		304.4			304.3			304.7			304.6
3.15% senior notes due 2021		994.0			993.6			93.5			97.5
3.75% senior notes due 2021		382.2			373.2			344.6			353.2
4.00% senior notes due 2022		248.8			248.8			249.1			249.0
3.85% senior notes due 2023		1,739.3			1,738.8			1,741.3			1,740.8
5.00% senior notes due 2023		311.5			312.1			309.5			310.0
4.00% senior notes due 2024		496.0			495.8			496.6			496.4
3.90% senior notes due 2025		297.3			297.2			90.4			90.3
4.20% senior notes due 2026		1,983.1			1,982.7			1,984.9			1,984.5
5.375% senior notes due 2036		495.0			495.0			415.9			415.8
5.50% senior notes due 2046		1,726.1			1,726.0			657.2			657.2
Term loan		299.8			299.8
Commercial paper		700.5			—			258.9			—
Receivables facilities		198.5			298.3
Receivables facility								269.0			—
Other debt		64.3			72.0			52.6			48.4

Total debt		11,156.1			10,552.4			7,268.2			7,015.0
Short-term debt and current portion of long-term debt		(1,532.6	)		(662.8	)		(573.6	)		(318.7	)

Long-term debt	$	9,623.5		$	9,889.6		$	6,694.6		$	6,696.3

~~Net Investment Hedge~~Senior Notes

During the three months ended March 31, 2019, the Company repaid approximately $268 million of debt upon maturity of its 2.60% senior notes due March 2019.

The Company has designated the €300 million principal balance of the 3.75% senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. At March 31, ~~2018, $29.3~~2019, $3.9 million of deferred ~~losses~~gains have been recorded in ~~AOCI.~~AOCL. See Footnote 1210 for disclosures regarding the Company’s derivative financial instruments.

Revolving Credit Facility and Commercial Paper

The Company maintains a $1.25 billion revolving credit facility that matures in December 2023 (the “Facility”). Under the Facility, the Company may borrow funds on a variety of interest rate terms. Since the Facility provides the committed backup liquidity required to issue commercial paper, the Company may issue commercial paper up to a maximum of $800 million provided there is a sufficient amount available for borrowing under the Facility. The Facility also provides for the issuance of up to $100 million of letters of credit, so long as there is a sufficient amount available for borrowing under the Facility.

Receivables Facility

Other

The fair values of the Company’s senior notes are based on quoted market prices and are as follows (in millions):

   March 31, 2018    December 31, 2017
   Fair Value    Book Value    Fair Value    Book Value
Senior notes
   $ 10,087.2    $ 9,893.0    $ 10,688.5    $ 9,882.3


	March 31, 2019				December 31, 2018
	Fair Value		Book Value		Fair Value		Book Value
Senior notes	$	6,518.2	$	6,687.7	$	6,911.2	$	6,966.6

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

Footnote ~~12 —~~ 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. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision. The cash paid and received from the settlement of interest rate swaps is included in interest expense.

Fair Value Hedges

At March 31, ~~2018,~~2019, the Company had approximately $527 million notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate (LIBOR) of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against $277 million of principal on the 4.7% senior notes due 2020 and $250 million of principal on the 4.0% senior notes due 2024 for the remaining life of these notes. 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 intercompany financing arrangements with foreign subsidiaries. ~~As of March 31,~~During 2018, all the ~~notional value of outstanding~~Company’s cross-currency interest rate swaps ~~was approximately $166 million.~~matured. As such, there were no cross-currency swaps outstanding at March 31, 2019 and December 31, 2018. The cross-currency interest rate swaps ~~are~~were intended to eliminate uncertainty in cash flows in U.S. Dollars and British Pounds in connection with the intercompany financing arrangements. ~~The effective portions of the changes in fair values of thesecross-currency~~ interest rate swaps are reported in AOCI and an amount is reclassified out of AOCI into other (income) expense, net, which is offset in the same period by the remeasurement in the carrying value of the underlying foreign currency intercompany financing arrangements being hedged.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through ~~November 2018.~~December 2019. 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 ~~AOCI~~AOCL and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At March 31, ~~2018,~~2019, the Company had approximately ~~$396~~$383 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, ~~2018,~~2019, the Company had approximately ~~$1.5 billion~~$925 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through ~~February 2019.~~October 2020. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net.

Commodity Contracts

To a lesser extent, the Company also enters into commodity-based derivatives in order to mitigate the risk that the rising price of these commodities could have on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with cost certainty. At March 31, 2019, the Company had approximately $10 million notional amount outstanding of commodity-based derivatives that are designated as effective hedges for accounting purposes and approximately $3 million notional amount outstanding of commodity-based derivatives that are not designated as effective hedges for accounting purposes. These commodity-based derivatives have expiration dates through January 2020.

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


	March 31, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Fair Value of Derivatives				Fair Value of Derivatives				Fair Value of Derivatives				Fair Value of Derivatives
	Asset (a)		Liability (a)		Asset (a)		Liability (a)		Asset (a)		Liability (a)		Asset (a)		Liability (a)
Derivatives designated as effective hedges:
Cash flow hedges:
Cross-currency swaps	$	—	$	24.9	$	—	$	21.5
Foreign currency contracts		2.6		6.9		2.0		6.6	$	7.9	$	3.6	$	13.3	$	0.7
Fair value hedges:
Interest rate swaps		—		16.3		—		7.8		—		6.0		—		11.5
Derivatives not designated as effective hedges:
Foreign currency contracts		9.4		9.7		12.7		20.8		8.6		8.2		12.9		4.2
Commodity contracts		0.1		—		0.2		—		—		1.3		—		0.9

Total	$	12.1	$	57.8	$	14.9	$	56.7	$	16.5	$	19.1	$	26.2	$	17.3

(a) Consolidated balance sheet location:
Asset: Prepaid expenses and other, and other non-current assets
Liability: Other accrued liabilities, and current and non-current liabilities

The following tables presents gain and loss activity (on a pretax basis) for the ~~periods indicated~~three months ended March 31, 2019 and 2018 related to derivative financial instruments designated or previously designated, as effective hedges (in millions):


		Three Months Ended March 31, 2018						Three Months Ended March 31, 2017						Location of gain/ (loss) recognized in income	Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
		Gain/(Loss)						Gain/(Loss)							Gain/(Loss)						Gain/(Loss)
	Location of gain/(loss) recognized in income	Recognized in OCI (a) (effective portion)			Reclassified from AOCI to Income			Recognized in OCI (a) (effective portion)			Reclassified from AOCI to Income				Recognized in OCI (a) (effective portion)			Reclassified from AOCL to Income			Recognized in OCI (a) (effective portion)			Reclassified from AOCL to Income
Interest rate swaps	Interest expense, net	$	—		$	(1.9	)	$	—		$	(2.0	)	Interest expense, net	$	—		$	(1.5	)	$	—		$	(1.9	)
Foreign currency contracts	Sales and cost of sales		(5.3	)		(6.4	)		(11.8	)		8.6		Net sales and cost of products sold		(6.1	)		5.7			(5.3	)		(6.4	)
Commodity contracts														Cost of products sold		(0.6	)		—			—			—
Cross-currency swaps	Other income (expense), net		(3.4	)		(4.8	)		(3.6	)		(6.9	)	Other expense (income), net		—			—			(3.4	)		(4.8	)

Total		$	(8.7	)	$	(13.1	)	$	(15.4	)	$	(0.3	)		$	(6.7	)	$	4.2		$	(8.7	)	$	(13.1	)

(a)	Represents effective portion recognized in Other Comprehensive Income (Loss) (“OCI”).

~~The amount of ineffectiveness related to cash flow hedges during the three months ended March 31, 2018 and 2017 was not material.~~ At March 31, ~~2018,~~2019, deferred net ~~losses~~gains of approximately ~~$16~~$8.2 million within ~~AOCI~~AOCL are expected to be reclassified to earnings over the next twelve months.

During the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, the Company recognized expense of ~~$9.5~~$5.6 million and ~~$21.6~~$9.5 million, respectively, in other expense (income) ~~expense,~~, net, related to derivatives that are not designated as hedging instruments, which was mostly offset by foreign currency movement in the underlying exposure.

Footnote 1311 — Employee Benefit and Retirement Plans

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


	Pension Benefits												Pension Benefits
	Three Months Ended March 31,												Three Months Ended March 31,
	U.S.						International						U.S.						International
	2018			2017			2018			2017			2019			2018			2019			2018
Service cost	$	0.2		$	0.7		$	1.6		$	1.8		$	0.1		$	0.2		$	1.5		$	1.4
Interest cost		11.8			12.6			3.4			3.3			12.3			11.6			3.2			3.3
Expected return on plan assets		(16.9	)		(18.3	)		(4.0	)		(4.5	)		(14.8	)		(16.9	)		(3.3	)		(4.0	)
Amortization, net		5.4			5.9			0.7			0.6			3.8			5.4			0.6			0.6
Curtailment, settlement and termination (benefit) costs		—			—			0.3			—

Net periodic pension cost	$	0.5		$	0.9		$	2.0		$	1.2		$	1.4		$	0.3		$	2.0		$	1.3


	Postretirement Benefits						Postretirement Benefits
	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Service cost	$	0.1		$	—		$	—		$	0.1
Interest cost		0.5			0.6			0.5			0.5
Amortization, net		(2.6	)		(2.3	)		(2.4	)		(2.6	)

Net periodic postretirement cost	$	(2.0	)	$	(1.7	)	$	(1.9	)	$	(2.0	)

Footnote 1412 — Income Taxes

The Company’s income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate applicable for the period adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items.

The Company’s reported tax rate for the three months ended March 31, 2019 and 2018 was a benefit of 18.9% and ~~2017 was (2565%) and 19.2%~~61.2%, respectively. The difference from the statutory tax rate to the reported tax rate for the three months ended March 31, 2019 is primarily due to the geographical mix of earnings in the Company’s analyzed effective tax rate andone-time benefits related to state and local income taxes. The difference from the statutory tax rate to the reported tax rate for the three months ended March 31, 2018 is primarily due to the geographical mix of earnings in the Company’s analyzed effective tax rate andone-time benefits related to the recognition of deferred taxes on our operations in France that were previously determined to be unrealizable. ~~In addition, lower pre-tax income~~

Footnote 13 — Leases

The Company’s lease portfolio mainly consists of retail stores, warehouses, distribution centers, office space, and, to a lesser extent, equipment. The Company’s accounting for finance leases (previously called capital leases) remains substantially unchanged. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property, plant and equipment, net. All other leases are categorized as operating leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. These rates are assessed on a quarterly basis. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, the Company recognizes a front-loaded pattern of total lease expense recognition due to the accretion of the lease liability and the ~~reduction in U.S. tax rate~~straight-line amortization of the leased asset.

Many leases include one or more options to ~~21%~~renew, with renewal terms that can extend the lease term for three years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The Company also has lease agreements with lease andnon-lease components, which are accounted as a single lease component. Additionally, for certainnon-real estate leases, the portfolio approach is used to effectively account for the operating lease assets and liabilities.

Supplemental condensed consolidated balance sheet information related to leases for the period indicated, is as follows (in millions):


	Classification	March 31, 2019
Assets
Operating leases	Operating lease assets, net	$	619.3
Finance leases	Property, plant and equipment, net (1)		18.6

Total lease assets		$	637.9

Liabilities
Current
Operating leases	Other accrued liabilities	$	137.8
Finance leases	Short-term debt and current portion of long-term debt		3.4
Noncurrent
Operating leases	Long-term operating lease liabilities		547.6
Finance leases	Long-term debt		11.9

Total lease liabilities		$	700.7

(1)	Net of accumulated depreciation of $4.6 million.

Components of lease expense as of ~~January 1, 2018 contributed~~the date indicated, are as follows (in millions):


	Three Months Ended March 31, 2019
Operating lease cost:
Operating lease cost (1)	$	48.2
Variable lease costs (2)		6.0
Finance lease cost:
Amortization of leased assets		1.1
Interest on lease liabilities		0.2

(1)	Includes short-term leases, which are immaterial.

(2)	Consists primarily of additional payments fornon-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales.

Remaining lease term and discount rates as of as of the date indicated, are as follows:


	March 31, 2019
Weighted-average remaining lease term (years):
Operating leases		7
Finance leases		4
Weighted-average discount rate:
Operating leases		4.3	%
Finance leases		3.9	%

Supplemental cash flow information related to ~~an overall negative tax rate~~leases for the period indicated is as follows:


	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	39.5
Operating cash flows from finance leases		0.2
Financing cash flows from finance leases		0.7
Right of use assets obtained in exchange for lease liabilities:
Operating leases		26.5
Finance leases		6.7

Maturities of lease liabilities for continuing operations under the new lease standard (see Footnote 1) as of March 31, 2019, are as follows:


	Operating Leases			Finance Leases
2019 (Excludes three months ended March 31, 2019)	$	124.7		$	3.3
2020		136.2			4.3
2021		113.5			4.2
2022		97.8			3.3
2023		73.8			1.5
Thereafter		264.6			0.4

Total lease payments		810.6			17.0
Less: imputed interest		(125.2	)		(1.7	)

Present value of lease liabilities	$	685.4		$	15.3

See Footnote 2 for information on lease liabilities included in ~~the first quarter. The difference from the statutory tax rate~~discontinued operations and held for sale.

Future minimum rental payments for operating leases, prior to the ~~reported tax rate~~adoption of the new lease standard, with initial or remaining terms in excess of one year at December 31, 2018 for the consolidated Company are as follows:


	Operating Leases
2019	$	180.0
2020		144.0
2021		117.8
2022		97.7
2023		74.0
Thereafter		263.9

Total lease payments	$	877.4

Rent expense under operating leases for continuing operations was $52.7 million during the three months ended March 31, ~~2017 is primarily due to the sale of the Tools business, the inclusion of Jarden and discrete tax benefits compared with the prior year.~~

On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Reform”) was enacted which significantly changed U.S. tax law by lowering the federal corporate tax rate from 35.0% to 21.0%, modifying the foreign earnings deferral provisions, and imposing a one-time toll charge on deemed repatriated earnings of foreign subsidiaries as of December 31, 2017. For 2018, the Company considered in its estimated annual effective tax rate additional provisions of Tax Reform including changes to the deduction for executive compensation and interest expense, a tax on global intangible low-taxed income provisions (“GILTI”), the base erosion anti-abuse tax (“BEAT”), and a deduction for foreign-derived intangible income (“FDII”). The Company has elected to treat tax on GILTI income as a period cost and has therefore included it in its annual estimated effective tax rate.

The Company is continuing to apply the guidance in Staff Accounting Bulletin No. 118 (“SAB 118”) and as of March 31, 2018, the Company has not completed its accounting for all the tax effects enacted under Tax Reform. The Company made reasonable estimates of those effects during 2017. The Company will continue to refine its estimates as additional guidance and information becomes available.2018.

Footnote 1514 — Earnings Per Share

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 March 31,
	2018		2017		2019		2018
Weighted-average shares outstanding		485.4		482.8		422.8		485.4
Share-based payment awards classified as participating securities (1)		0.6		1.4		0.2		0.6

Basic weighted-average shares outstanding		486.0		484.2		423.0		486.0
Dilutive securities (2)		1.0		1.6		—		—

Diluted weighted-average shares outstanding		487.0		485.8		423.0		486.0

(1)	For the three months ended March 31, ~~2018~~2019 and ~~2017~~2018, dividends and equivalents for share-based awards that are expected to be forfeited do not have a material effect on net income for basic and diluted earnings per share.

(2)	~~For the~~ The three months ended March 31, 2019 and 2018 ~~the amount of~~excludes 0.4 million and 1.0 million, respectively, potentially dilutive ~~securities that are excluded because~~share-based awards as their effect would be ~~anti-dilutive are not material.~~anti-dilutive.

~~As of~~At March 31, ~~2018,~~2019, there were ~~2.2~~2.3 million potentially dilutive restricted ~~share~~stock awards with performance-based vesting targets that were not met and as such, have been excluded from the computation of diluted earnings per share.

At March 31, ~~2018,~~2019, there were approximately 2.5 million shares of the Company’s common stock that had not been issued to the former holders of Jarden shares who are exercising their right to judicial appraisal under Delaware law. Absent consent by the Company, these dissenting shareholders are no longer entitled to the merger consideration, but are instead entitled only to the judicially determined fair value of their shares, plus interest accruing from the date of the acquisition of Jarden, payable in cashlaw (see Footnote ~~19)~~18).

Footnote 1615 — Stockholders’ Equity and Share-Based Awards

During the three months ended March 31, ~~2018,~~2019, the Company awarded ~~1.0~~1.3 million performance-based restricted stock units (RSUs), which had an aggregate grant date fair value of ~~$33.7~~$23.0 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 months ended March 31, ~~2018,~~2019, the Company also awarded ~~1.4~~1.2 million time-based RSUs ~~which had~~with an aggregate grant date fair value of ~~$38.0 million and~~$21.7 million. These time-based RSU’s entitle recipients to shares of the Company’s common stock ~~vesting~~and primarily vest in equal installments over a three-year period.

On June 11, 2018, the Company announced that its Board of Directors authorized a $2.5 billion increase in the then available amount under its existing Stock Repurchase Program (“SRP”). Under the Company’s Stock Repurchase Program (“SRP”), the Company is authorized to repurchase up to approximately $3.6 billion of its outstanding shares through the end of 2019. The repurchase of additional shares in the future will depend upon many factors, including the Company’s financial condition, liquidity and legal requirements. During 2019, the Company has not repurchased any shares of its common stock under the SRP. At March 31, 2019, approximately $2.1 billion remains available to repurchase shares of its common stock under the SRP.

For the three months ended March 31, 2019 and 2018 dividends per share were $0.23.

Other

On March 14, 2019, the Company announced that Michael B. Polk, the Company’s President and Chief Executive Officer and member of the Company’s Board of Directors (the “Board”), will retire from the Company at the end of the second quarter of 2019.

In connection with Mr. Polk’s retirement from the Company, on June 28, 2019 (the “Retirement Date”), the Company and Mr. Polk entered into a Retirement Agreement and General Release (the “Retirement Agreement”), pursuant to which, Mr. Polk agreed to a customary release and restrictive covenants. Pursuant to certain terms and conditions Mr. Polk’s unexercised 2011 stock options will remain exercisable until expiration in July 2021 consistent with the terms of the underlying option agreement. Additionally, Mr. Polk’s unvested performance-based RSUs awarded in February 2018 will continue to vest in February 2021 (subject to the satisfaction of applicable performance conditions) anda pro-rata portion of the RSUs awarded to Mr. Polk in February 2019, reflecting four months of service and totaling 45,724 RSUs, will continue to vest in February 2022 (subject to the satisfaction of applicable performance conditions).

Furthermore, Mr. Polk forfeited his unvested performance-based RSUs awarded in February 2017. The Company accounted for the treatment of his 2018 and 2019 awards as modification of his initial awards based on the terms and conditions of such awards. As such, the cumulative compensation expense of his 2017, 2018 and 2019 awards were reversed during the first quarter of 2019 while the fair value of the modified awards will be recognized as compensation expense over the contractual service period. During the first quarter of 2019, the Company recorded a net benefit of approximately $9.3 million based on the aforementioned terms and conditions of the Retirement Agreement. As of March 31, 2019, the unrecognized compensation of the modified awards was approximately $4.3 million, which will be recognized during the second quarter of 2019 upon the completion of Mr. Polk’s remaining service period.

Footnote 1716 — Fair Value Disclosures

Recurring Fair Value Measurements

The following table presents the Company’snon-pension financial assets and liabilities which are measured at fair value on a recurring basis ~~as of the dates indicated~~ (in millions):


	March 31, 2018										December 31, 2017										March 31, 2019										December 31, 2018
	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:
Assets	$	—	$	12.1		$	—	$	12.1		$	—	$	14.9		$	—	$	14.9		$	—	$	16.5		$	—	$	16.5		$	—	$	26.2		$	—	$	26.2
Liabilities		—		(57.8	)		—		(57.8	)		—		(56.7	)		—		(56.7	)		—		(19.1	)		—		(19.1	)		—		(17.3	)		—		(17.3	)
Investment securities, including mutual funds		5.2		2.6			—		7.8			5.2		3.5			—		8.7			12.9		6.3			—		19.2			—		1.9			—		1.9

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

During the first quarter of 2019, the Company acquired an equity investment for $18.3 million, which is traded on an active exchange and therefore has a readily determinable fair value. At March 31, 2019, the fair value of the equity investment was $12.9 million. For equity investments with readily determinable fair values held at March 31, 2019, we recorded $5.4 million of unrealized losses within other expense (income), net in the Condensed Consolidated Statement of Operations for the three-month period ended March 31, 2019.

Nonrecurring Fair Value Measurements

The Company’s nonfinancial assets that are measured at fair value on a nonrecurring basis include property, plant and equipment, operating lease assets, goodwill, intangible assets and certain other assets. In the absence of a definitive sales price for these and similar types of assets, the Company generally uses projected cash flows, discounted as necessary, or market multiples to estimate the fair values of the impaired assets using key inputs such as management’s projections of cash flows on aheld-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Key inputs into the market multiple approach include identifying companies comparable to the Company’s business and estimated control premiums. 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 impairment assessments and as circumstances require.

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 119 and Footnote ~~12,~~10, respectively.

The Company reviews property, plant and equipment for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value.

The carrying value and estimated fair value measurement of assets held for sale are classified as Level 3, as the fair values utilize significant unobservable inputs (see Footnote 2).

Footnote 1817 — Segment Information

The Company is reporting its financial results in four segments as Food and Appliances, Home and Outdoor Living, Learning and Development and Other.

The Company’s ~~reportable~~three primary operating segments are as follows:


Segment	Key Brands	Description of Primary Products
~~Live~~Food and Appliances	~~Aprica~~^®Ball®, ~~Baby Jogger~~^®Calphalon®, ~~Ball~~^®Crock-Pot®, ~~Calphalon~~^®~~, Chesapeake Bay Candle~~^®~~, Crock-Pot~~^®~~, FoodSaver~~^®~~, Graco~~^® FoodSaver®, Mr. ~~Coffee~~^®Coffee®, ~~NUK~~^®Oster®, ~~Oster~~^®Rubbermaid®, ~~Rubbermaid~~^®~~, Sistema~~^®~~, Sunbeam~~^®~~, Tigex~~^®~~, Woodwick~~^®Sistema® and ~~Yankee Candle~~^®Sunbeam®	Household products, including kitchen appliances, gourmet cookware, bakeware and cutlery, food storage and home storage products and fresh preserving products

Home and Outdoor Living	Chesapeake Bay Candle®, Coleman®, Contigo®, ExOfficio®, First Alert®, Marmot^®, WoodWick® and Yankee Candle®	Products for outdoor and outdoor-related activities, home fragrance ~~products; baby gear~~products and ~~infant care;~~connected home and ~~health~~security products
~~Learn~~
Learning and Development	~~Dymo~~^®Aprica®, ~~Elmer’s~~^®Baby Jogger®, ~~Expo~~^®Dymo®, ~~Jostens~~^®Elmer’s®, Expo®, Graco®, Mr. ~~Sketch~~^®Sketch®, NUK®, Paper ~~Mate~~^®Mate®, ~~Parker~~^®Parker®, ~~Prismacolor~~^®Prismacolor®, ~~Sharpie~~^®Sharpie®, ~~Waterman~~^®Tigex® Waterman® and ~~X-Acto~~^® X-Acto®	Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; ~~fine writing instruments,~~ labeling ~~solutions~~solutions; baby gear and ~~custom commemorative jewelry and academic regalia~~
~~Work~~	~~BRK~~^®~~, First Alert~~^®~~, Mapa~~^®~~, Quickie~~^®~~, Rubbermaid~~^®~~, Rubbermaid Commercial Products~~^®~~, Spontex~~^® ~~and Waddington~~	~~Cleaning and refuse products; hygiene systems; material handling solutions; consumer and commercial totes; safety and security solutions; and commercial food service and premium tableware~~infant care products
~~Play~~	~~Berkley~~^®~~, Coleman~~^®~~, Contigo~~^®~~, Ex Officio~~^®~~, Marmot~~^®~~, Rawlings~~^® ~~and Shakespeare~~^®	~~Products for outdoor and outdoor-related activities~~
~~Other~~	~~Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products, Goody~~^®~~, Bicycle~~^® ~~and Rainbow~~^®	~~Plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging; beauty products; vacuum cleaning systems; and gaming products~~

Segment information as of and for the periods indicated is as follows (in millions):


	Three Months Ended March 31, 2018																		Three Months Ended March 31, 2019
	Live		Learn		Work		Play		Other		Corporate			Restructuring Costs			Consolidated		Food and Appliances		Home and Outdoor Living			Learning and Development		Other		Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	1,071.6	$	495.4	$	640.7	$	616.8	$	192.9	$	—		$	—		$	3,017.4	$	504.1	$	626.6		$	581.4	$	—	$	—		$	—		$	1,712.1
Operating income (loss) (2)		8.6		50.0		63.3		54.4		12.5		(63.8	)		(7.9	)		117.1		9.3		(1.5	)		88.5		—		(70.4	)		(10.9	)		15.0
Other segment data:
Total assets		13,911.6		5,690.9		5,432.5		5,008.3		2,183.2		1,242.9			—			33,469.4
Total segment assets																				4,127.9		4,374.2			4,907.0		—		1,240.9			—			14,650.0

	Three Months Ended March 31, 2017																		Three Months Ended March 31, 2018
	Live		Learn		Work		Play		Other		Corporate			Restructuring Costs			Consolidated		Food and Appliances		Home and Outdoor Living			Learning and Development		Other		Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	1,067.8	$	569.1	$	613.7	$	628.0	$	387.7	$	—		$	—		$	3,266.3	$	534.2	$	669.7		$	607.0	$	0.6	$	—		$	—		$	1,811.5
Operating income (loss) (2)		58.3		88.6		62.6		56.1		4.0		(102.3	)		(13.3	)		154.0		13.4		7.8			66.2		0.9		(109.3	)		(5.4	)		(26.4	)

(1)	All intercompany transactions have been eliminated.

(2)

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

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


	Three Months Ended March 31, 2019
	Food and Appliances		Home and Outdoor Living		Learning and Development		Other		Total
Appliances and Cookware	$	329.5	$	—	$	—	$	—	$	329.5
Food		174.6		—		—		—		174.6
Connected Home and Security		—		84.1		—		—		84.1
Home Fragrance		—		196.7		—		—		196.7
Outdoor and Recreation		—		345.8		—		—		345.8
Baby and Parenting		—		—		236.2		—		236.2
Writing		—		—		345.2		—		345.2
Other		—		—		—		—		—

Total	$	504.1	$	626.6	$	581.4	$	—	$	1,712.1

North America	$	353.5	$	439.7	$	390.6	$	—	$	1,183.8
International		150.6		186.9		190.8		—		528.3

Total	$	504.1	$	626.6	$	581.4	$	—	$	1,712.1


	Three Months Ended March 31, 2018
	Food and Appliances		Home and Outdoor Living		Learning and Development		Other		Total
Appliances and Cookware	$	368.3	$	—	$	—	$	—	$	368.3
Food		165.9		—		—		—		165.9
Connected Home and Security		—		90.0		—		—		90.0
Home Fragrance		—		212.4		—		—		212.4
Outdoor and Recreation		—		367.3		—		—		367.3
Baby and Parenting		—		—		272.5		—		272.5
Writing		—		—		334.5		—		334.5
Other		—		—		—		0.6		0.6

Total	$	534.2	$	669.7	$	607.0	$	0.6	$	1,811.5

North America	$	356.6	$	469.8	$	394.4	$	0.6	$	1,221.4
International		177.6		199.9		212.6		—		590.1

Total	$	534.2	$	669.7	$	607.0	$	0.6	$	1,811.5

Footnote 1918 — Litigation and Contingencies

The Company is ~~involved in legal proceedings~~subject to various claims and lawsuits in the ordinary course of ~~its business. These proceedings include~~business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, ~~for damages arising out of use of~~claims that the ~~Company’s products, allegations of infringement of~~Company has infringed on the intellectual property ~~commercial disputes~~rights of others, and consumer and employment ~~matters, as well as environmental matters.~~class actions. Some of the legal proceedings include claims for punitive as well as compensatory ~~damages,~~damages. In the ordinary course of business, the Company is also subject to regulatory and ~~certain proceedings may purport to be class actions.~~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.

~~Recall~~Securities Litigation

Certain of ~~Harness Buckles~~the Company’s current and former officers and directors have been named in shareholder derivative lawsuits. On October 29, 2018, a shareholder filed a putative derivative complaint, Streicher v. Polk, et al., in the United States District Court for the District of Delaware (the “Streicher Derivative Action”), purportedly on ~~Select Car Seats~~

~~In February 2014, Graco, a subsidiary~~behalf of the Company ~~announced~~against certain of our current and former officers and directors. On October 30, 2018, another shareholder filed a ~~voluntary recall~~putative derivative complaint, Martindale v. Polk, et al., in the ~~U.S.~~United States District Court for the District of ~~harness buckles used~~Delaware (the “Martindale Derivative Action”), asserting substantially similar claims purportedly on ~~approximately 4 million toddler car seats manufactured between 2006 and 2013. In July 2014, Graco announced that it had agreed to~~

expand the recall to include certain infant car seats manufactured between July 2010 and May 2013. In December 2014, the National Highway Traffic Safety Administration (the “NHTSA”) announced an investigation into the timelinessbehalf of the ~~recall,~~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 ~~March 2015,~~the In re Newell Brands, Inc. Securities Litigation pending in the ~~investigation concluded~~United States District Court for the District of New Jersey, further described below. The complaints seek unspecified 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 January 31, 2019, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of the motions to dismiss filed in In re Newell Brands Inc. Securities Litigation and Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below).

The Company and certain of its current and former officers and directors have been named as defendants in a putative securities class action lawsuit filed in the Superior Court of New Jersey, Hudson County, on behalf of all persons who acquired Company common stock pursuant or traceable to theS-4 registration statement and prospectus issued in connection with ~~Graco entering into a consent order with NHTSA pursuant~~the April 2016 acquisition of Jarden (the “Registration Statement”). The action was filed on September 6, 2018, and is captioned Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al., Civil Action No.HUD-L-003492-18. The operative complaint alleges certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions in the Registration Statement regarding the Company’s financial results, trends, and metrics. The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief, but has not specified the amount of damages being sought. The Company intends to ~~which Graco committed to spend $7.0 million~~defend the litigation vigorously.

The Company and certain of its officers have been named as defendants in ~~total over a five-year period to enhance child passenger safety~~two putative securities class action lawsuits, each filed in the United States District Court for the District of New Jersey, on behalf of all persons who purchased or otherwise acquired our common stock between February 6, 2017 and ~~make a $3.0 million payment to NHTSA. At March 31,~~January 24, 2018. The first lawsuit was filed on June 21, 2018 and is captioned Bucks County Employees Retirement Fund, Individually and on behalf of All Others Similarly Situated v. Newell Brands Inc., Michael B. Polk, Ralph J. Nicoletti, and James L. Cunningham, III, Civil Action No.2:18-cv-10878 (United States District Court for the District of New Jersey). The second lawsuit was filed on June 27, 2018 and is captioned Matthew Barnett, Individually and on Behalf of All Others Similarly Situated v. Newell Brands Inc., Michael B. Polk, Ralph J. Nicoletti, and James L. Cunningham, III, Civil Action No.2:18-cv-11132 (United States District Court for the District of New Jersey). On September 27, 2018, the ~~amount remaining to be paid associated with~~court consolidated these two cases under Civil Action No.18-cv-10878 (JMV)(JBC) bearing the ~~consent order was immaterial to~~caption In re Newell Brands, Inc. Securities Litigation. The court also named Hampshire County Council Pension Fund as the lead plaintiff in the consolidated ~~financial statements~~case. The operative complaint alleges certain violations of the ~~Company.~~securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations, and prospects between February 6, 2017 and January 24, 2018. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages being sought. The Company intends to defend the litigation vigorously.

Jarden Acquisition

Under the Delaware General Corporation Law (“DGCL”), any Jarden stockholder who did not vote in favor of adoption of the Merger Agreement, and otherwise complies with the provisions of Section 262 of the DGCL, is entitled to seek an appraisal of his or her shares of Jarden common stock by the Court of Chancery of the State of Delaware as provided under Section 262 of the DGCL. As of ~~March~~December 31, 2018, dissenting stockholders collectively holding approximately 2.9 million shares of Jarden common stock have delivered (and not withdrawn) to Jarden written demands for appraisal. Two separate appraisal petitions, styled asDunham Monthly Distribution Fund v. Jarden Corporation, CaseNo. 12454-VCS (Court of Chancery of the State

of Delaware), andMerion Capital LP v. Jarden Corporation, CaseNo. 12456-VCS (Court of Chancery of the State of Delaware), respectively, were filed on June 14, 2016 by a total of ten purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. A third appraisal petition, (Fir Tree Value Master Fund, LP v. Jarden Corporation, CaseNo. 12546-VCS (Court of Chancery of the State of Delaware)), was filed on July 8, 2016 by two purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. A fourth appraisal petition, (Veritian Partners Master Fund LTP v. Jarden Corporation, CaseNo. 12650-VCS (Court of Chancery of the State of Delaware)), was filed on August 12, 2016 by two purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. On or about October 3, 2016, the foregoing petitions were consolidated for joint prosecution under CaseNo. 12456-VCS, and, except as provided below, the litigation is ongoing. The holders of a total of approximately 10.6 million former Jarden shares were represented in these actions initially.

On July 5, 2017 and July 6, 2017, Jarden and eleven of the dissenting stockholders, specifically including Merion Capital ERISA LP, Merion Capital LP, Merion Capital II LP, Dunham Monthly Distribution Fund, WCM Alternatives: Event-Driven Fund, Westchester Merger Arbitrage Strategy sleeve of the JNL Multi-Manager Alternative Fund, JNL/Westchester Capital Event Driven Fund, WCM Master Trust, The Merger Fund, The Merger Fund VL and SCA JP Morgan Westchester (collectively, the “Settling Petitioners”), entered into settlement agreements with respect to approximately 7.7 million former Jarden shares (collectively, the “Settlement Agreements”). Pursuant to the Settlement Agreements in exchange for withdrawing their respective demands for appraisal of their shares of Jarden common stock and a full and final release of all claims, among other things, the Settling Petitioners received the original merger consideration provided for under the Merger Agreement, specifically (1) 0.862 of a share of Newell common stock, and (2) $21.00 in cash, per share of Jarden common stock (collectively, the “Merger Consideration”), excluding any and all other benefits, including, without limitation, the right to accrued interest, dividends, and/or distributions. Accordingly, pursuant to the terms of the Settlement Agreements, Newell issued 6.6 million shares of Newell common stock to the Settling Petitioners (representing the stock component of the Merger Consideration), and authorized payment to the Settling Petitioners of approximately $162 million (representing the cash component of the Merger Consideration). The Court of Chancery of the State of Delaware has dismissed with prejudice the appraisal claims for the Settling Petitioners. Following the settlements, claims from the holders of approximately 2.9 million former Jarden shares remain outstanding in the proceedings. The value of the merger consideration attributable to such shares based on the Company’s stock price on the closing date of the Jarden acquisition would have been approximately $171 million in the aggregate. The fair value of the shares of Jarden common stock held by these dissenting stockholders, as determined by the court, would be payable in cash and could be lower or higher than the ~~merger consideration~~Merger Consideration to which such Jarden stockholders would have been entitled under the Merger Agreement. The evidentiary trial was held from June 26 through June 29, 2018. Post-trial briefing was completed in the fourth quarter of 2018 and oral argument was held on November 29, 2018.

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 Federal Comprehensive Environmental Response, Compensation and Liability Act (the “CERCLA”)~~CERCLA and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’, status as PRPs is disputed.

The Company’s estimate of environmental remediation costs associated with these matters as of March 31, ~~2018,~~2019, was ~~$46.2~~$47.3 million, which is included in other accrued liabilities and other noncurrent liabilities in the ~~consolidated balance sheets.~~Condensed Consolidated Balance Sheet. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Lower Passaic River Matter

U.S. EPA has issued General Notice Letters (“GNLs”) to over 100 entities, including the Company and Berol Corporation, a subsidiary of the Company (“Berol”), alleging that they are PRPs at the Diamond Alkali Superfund Site, which includes a17-mile stretch of the Lower Passaic River and its tributaries.Seventy-two of the GNL recipients, including the Company on behalf of itself and its ~~subsidiaries, Goody Products, Inc. and~~subsidiary Berol Corporation (the “Company Parties”), have taken over the performance of the remedial investigation (“RI”) and feasibility study (“FS”) for the Lower Passaic River. On April 11, 2014, while work on the RI/FS remained underway, U.S. EPA issued a Source Control Early Action Focused Feasibility Study (“FFS”), which proposed four alternatives for remediation of the lower 8.3 miles of the Lower Passaic River. U.S. EPA’s cost estimates for its cleanup alternatives ranged from approximately $315 million to approximately $3.2 billion in capital costs plus from $0.5 million to $1.8 million in annual maintenance costs for

30 years, with its preferred alternative carrying an estimated cost of approximately $1.7 billion plus an additional $1.6 million in annual maintenance costs for 30 years. In February 2015, the participating parties submitted to the U.S. EPA a draft RI, followed by submission of a draft FS in April 2015. The draft FS sets forth various alternatives for remediating the lower 17 miles of the Passaic River, ranging from a “no action” alternative, to targeted remediation of locations along the entire lower 17 mile stretch of the river, to remedial actions consistent with U.S. EPA’s preferred alternative as set forth in the FFS for the lower 8.3 miles coupled with monitored natural recovery and targeted remediation in the upper 9 miles. The cost estimates for these alternatives range from approximately $28.0 million to $2.7 billion, including related operation, maintenance and monitoring costs. The participating parties have been discussing the draft RI and FS reports with U.S. EPA and are preparing revised reports.

U.S. EPA issued its final Record of Decision for the lower 8.3 miles of the Lower Passaic River (the “ROD”) in March 2016, which, in the language of the document, finalizes as the selected remedy the preferred alternative set forth in the FFS, which U.S. EPA estimates will cost $1.4 billion. Subsequent to the release of the ROD in March 2016, U.S. EPA issued GNLs for the lower 8.3 miles of the Lower Passaic River (the “2016 GNL”) to numerous entities, apparently including all previous recipients of the initial GNL as well as several additional entities. As with the initial GNL, the Company ~~and Berol~~Parties were among the recipients of the 2016 GNL. The 2016 GNL states that U.S. EPA would like to determine whether one entity, Occidental Chemical Corporation (“OCC”), will voluntarily perform the remedial design for the selected remedy for the lower 8.3 miles, and that following execution of an agreement for the remedial design, U.S. EPA plans to begin negotiation of a remedial action consent decree “under which OCC and the other major PRPs will implement and/or pay for U.S. EPA’s selected remedy for the lower 8.3 miles of the Lower Passaic River and reimburse U.S. EPA’s costs incurred for the Lower Passaic River.” The letter “encourage[s] the major PRPs to meet and discuss a workable approach to sharing responsibility for implementation and funding of the remedy” without indicating who may be the “major PRPs.” Finally, U.S. EPA states that it “believes that some of the parties that have been identified as PRPs under CERCLA, and some parties not yet named as PRPs, may be eligible for a cash out settlement with U.S. EPA for the lower 8.3 miles of the Lower Passaic River.”

In September 2016, OCC and EPA entered into an Administrative Order on Consent for performance of the remedial design. On March 30, 2017, U.S. EPA sent a letter offering a cash settlement in the amount of $0.3 million to twenty PRPs, not including the Company Parties, for CERCLA Liability (with reservations, such as for Natural Resource Damages) in the lower 8.3 miles of the Lower Passaic River. U.S. EPA further indicated in related correspondence that a cash out settlement might be appropriate for additional parties that are “not associated with the release of dioxins, furans, or PCBs to the Lower Passaic River.” Then, by letter dated September 18, 2017, U.S. EPA announced an allocation process involving all GNL recipients except those participating in the first-roundcash-out settlement, and five public entities. The letter affirms that U.S. EPA anticipates eventually offeringcash-out settlements to a number of parties, and that it expects “that the private PRPs responsible for release of dioxin, furans, and/or PCBs will perform the OU2 ~~[lower~~lower 8.3 ~~mile]~~mile remedial action.” At this time, it is unclear how the cost of any cleanup would be allocated among any of the parties, including the Company Parties or any other entities. The site is also subject to a Natural Resource Damage Assessment.

OCC has asserted that it is entitled to indemnification by Maxus Energy Corporation (“Maxus”) for its liability in connection with the Diamond Alkali Superfund Site. OCC has also asserted that Maxus’s parent company, YPF, S.A., and certain other affiliates (the “YPF Entities”) similarly must indemnify OCC, including on an “alter ego” theory. On June 17, 2016, Maxus and certain of its affiliates commenced a chapter 11 bankruptcy case in the U.S. Bankruptcy Court for the District of Delaware. In connection with that proceeding, the YPF Entities are attempting to resolve any liability they may have to Maxus and the other Maxus entities undergoing the chapter 11 bankruptcy. An amended Chapter 11 plan of liquidation became effective in July 2017. In conjunction with that plan, Maxus and certain other parties, including the Company, ~~parties,~~ entered into a mutual contribution release agreement (“Passaic Release”) pertaining to certain costs, but not costs associated with ultimate remedy.

On June 30, 2018, OCC sued 120 parties, including the Company and Berol, in the U.S. District Court in New Jersey (“OCC Lawsuit”). OCC subsequently filed a separate, related complaint against 5 additional defendants. The OCC Lawsuit includes claims for cost recovery, contribution, and declaratory judgement under CERCLA. The current, primary focus of the claims is on certain past and future costs for investigation, design and remediation of the lower 8.3 miles of the Passaic River, other than those subject to the Passaic Release. The complaint notes, however, that OCC may broaden its claims in the future if and when EPA selects remedial actions for other portions of the Site or completes a Natural Resource Damage Assessment. Given the uncertainties pertaining to this matter, including that U.S. EPA is still reviewing the draft RI and FS, that no framework for or agreement on allocation for the investigation and ultimate remediation has been developed, and that there exists the potential for further litigation regarding costs and cost sharing, the extent to which the Company Parties may be held liable or responsible is not yet known.

Based on currently known facts and circumstances, the Company does not believe that this matter is reasonably likely to have a material impact on the Company’s results of operations, including, among other factors, ~~because the Company Parties’ facilities are not even alleged to have discharged the contaminants which are of the greatest concern in the river sediments, and~~ because there are numerous other parties who will likely share in any costs of remediation and/or damages. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.

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

Frederick County, Virginia

In February 2019, Rubbermaid Commercial Products LLC, a subsidiary of the Company (“Rubbermaid Commercial Products”), was sued in Frederick County, Virginia by the Virginia Director of the Department of Environmental Quality and the State Air Pollution Control Board. The complaint alleged that Rubbermaid Commercial Products unlawfully constructed and operated certain equipment at one of its facilities prior to obtaining an air permit and failed to comply with certain reporting obligations under the permit once issued and sought unspecified civil penalties and injunctive relief.

Other Matters

Although management of the Company cannot predict the ultimate outcome of these 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 Consolidated Financial Statements, except as otherwise described above.

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.

As of March 31, ~~2018,~~2019, the Company had approximately ~~$73.3~~$66 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

Footnote 19 — Subsequent Events

On May 1, 2019, the Company completed the sales of its Process Solutions and Rexair businesses for approximately $735 million in the aggregate, subject to customary working capital and other post-closing adjustments. The Company used some of the cash proceeds received on disposal to pay down short-term debt including approximately $269 million outstanding at March 31, 2019 under the Company’s Securitization Facility.

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.

Business Overview

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Paper ~~Mate~~^®Mate®, ~~Sharpie~~^®Sharpie®, ~~Dymo~~^®Dymo®, ~~EXPO~~^®EXPO®, ~~Parker~~^®Parker®, ~~Elmer’s~~^®Elmer’s®, ~~Coleman~~^®Coleman®, ~~Jostens~~^®Marmot®, ~~Marmot~~^®Oster®, ~~Rawlings~~^®Sunbeam®, ~~Oster~~^®~~, Sunbeam~~^®~~, FoodSaver~~^®FoodSaver®, Mr. ~~Coffee~~^®Coffee®, ~~Rubbermaid Commercial Products~~^®~~, Graco~~^®Graco®, Baby ~~Jogger~~^®Jogger®, ~~NUK~~^®NUK®, ~~Calphalon~~^®Calphalon®, ~~Rubbermaid~~^®Rubbermaid®, ~~Contigo~~^®Contigo®, First ~~Alert~~^®~~, Waddington~~Alert® and Yankee ~~Candle~~^®Candle®. For hundreds of millions of consumers, Newell Brands makes life better every day, where they live, learn, work and play.

Business Strategy

In 2018, Newell Brands announced its Accelerated Transformation Plan, ~~which aims~~designed to accelerate value creation and more rapidly transform the portfolio to one best positioned to leverage the company’s advantaged capabilities in innovation, design ande-commerce. The Accelerated Transformation Plan is designed to significantly increase shareholder value through both meaningful returns of capital to shareholders and strengthened operational and financial performance, while simultaneously deleveraging the balance sheet.

As part of the Company’s Accelerated Transformation Plan, Newell Brands will restructure into a global consumer products company with leading brands in seven core consumer divisions (Appliances & Cookware, Writing, Outdoor & Recreation, Baby, Food, Home Fragrance and Safety & Security). Theduring 2018, the Company ~~is also~~announced it was exploring ~~divestitures of~~strategic options for its industrial and commercial product assets, including The Waddington Group, Process Solutions, Rubbermaid Commercial Products, Rexair and ~~Mapa,~~Mapa/Spontex businesses, as well asnon-core consumer businesses, including ~~Rawlings,~~Jostens, Pure Fishing, ~~Jostens, Goody,~~Rawlings, Rubbermaid Outdoor, Closet, Refuse and Garage, Goody Products and U.S. Playing ~~Cards. Execution~~Cards businesses. These businesses are classified as discontinued operations. Prior periods have been reclassified to conform with the current presentation. During 2018, the Company sold Goody Products, Inc. (“Goody”), Jostens, Inc. (“Jostens”), Pure Fishing, Inc. (“Pure Fishing”), the Rawlings Sporting Goods Company, Inc. (“Rawlings”) and Waddington Group, Inc. (“Waddington”) and other related subsidiaries as part of ~~these strategic options would significantly reduce operational complexity and focus~~ the ~~Company’s remaining portfolio on leading brands in global consumer-facing categories that can leverage Newell Brands’ advantaged capabilities in innovation, design and e-commerce.~~Accelerated Transformation Plan. The ~~company~~Company currently expects to complete ~~its portfolio transformation~~the remaining divestitures by the end of 2019.

The Company expects to incur costs and expenses in connection with the transformation of the portfolio of businesses as part of the Accelerated Transformation Plan.

Organizational Structure

~~Newell Brands makes life better for hundreds of millions of consumers every day, where they Live, Learn, Work, and Play.~~ The Company ~~achieves this impact through its leading portfolio of brands, its commitment to further strengthen those brands, and by deploying these to new markets around the world. Newell Brands~~ is reporting its financial results in ~~five~~four segments as ~~Live, Learn, Work, Play~~Food and ~~Other~~Appliances, Home and Outdoor Living, Learning and Development and Other.

The Company’s three primary operating segments are as follows:


Segment	Key Brands	Description of Primary Products
~~Live~~Food and Appliances	~~Aprica~~^®Ball®, ~~Baby Jogger~~^®Calphalon®, ~~Ball~~^®Crock-Pot®, ~~Calphalon~~^®~~, Chesapeake Bay Candle~~^®~~, Crock-Pot~~^®~~, FoodSaver~~^®~~, Graco~~^® FoodSaver®, Mr. ~~Coffee~~^®Coffee®, ~~NUK~~^®Oster®, ~~Oster~~^®Rubbermaid®, ~~Rubbermaid~~^®~~, Sistema~~^®~~, Sunbeam~~^®~~, Tigex~~^®~~, Woodwick~~^®Sistema® and ~~Yankee Candle~~^®Sunbeam®	Household products, including kitchen appliances, gourmet cookware, bakeware and cutlery, food storage and home storage products and fresh preserving products

Home and Outdoor Living	Chesapeake Bay Candle®, Coleman®, Contigo®, ExOfficio®, First Alert®, Marmot®, WoodWick® and Yankee Candle®	Products for outdoor and outdoor-related activities, home fragrance ~~products; baby gear~~products and ~~infant care;~~connected home and ~~health~~security products
~~Learn~~
Learning and Development	~~Dymo~~^®Aprica®, ~~Elmer’s~~^®Baby Jogger®, ~~Expo~~^®Dymo®, ~~Jostens~~^®Elmer’s®, Expo®, Graco®, Mr. ~~Sketch~~^®Sketch®, NUK®, Paper ~~Mate~~^®Mate®, ~~Parker~~^®Parker®, ~~Prismacolor~~^®Prismacolor®, ~~Sharpie~~^®Sharpie®, ~~Waterman~~^®Tigex® Waterman® and ~~X-Acto~~^® X-Acto®	Writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; ~~fine writing instruments,~~ labeling ~~solutions~~solutions; baby gear and ~~custom commemorative jewelry and academic regalia~~
~~Work~~	~~BRK~~^®~~, First Alert~~^®~~, Mapa~~^®~~, Quickie~~^®~~, Rubbermaid~~^®~~, Rubbermaid Commercial Products~~^®~~, Spontex~~^® ~~and Waddington~~	~~Cleaning and refuse products; hygiene systems; material handling solutions; consumer and commercial totes; safety and security solutions; and commercial food service and premium tableware~~infant care products
~~Play~~	~~Berkley~~^®~~, Coleman~~^®~~, Contigo~~^®~~, Ex Officio~~^®~~, Marmot~~^®~~, Rawlings~~^® ~~and Shakespeare~~^®	~~Products for outdoor and outdoor-related activities~~
~~Other~~	~~Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products, Goody~~^®~~, Bicycle~~^® ~~and Rainbow~~^®	~~Plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging; beauty products; vacuum cleaning systems; and gaming products~~

~~Acquisitions~~

~~2017 Activity~~

In September 2017, the Company acquired Chesapeake Bay Candle, a leading developer, manufacturer and marketer of premium candles and other home fragrance products, focused on consumer wellness and natural fragrance, for a cash purchase price of approximately $75 million. Chesapeake Bay Candle is included in the Live segment from the date of acquisition.

In April, 2017, the Company acquired Sistema Plastics, a leading New Zealand based manufacturer and marketer of innovative food storage containers with strong market shares and presence in Australia, New Zealand, U.K. and parts of continental Europe for a cash purchase price of approximately $472 million. Sistema is included in the Live Segment from the date of acquisition.

Divestitures

2019 Activity

~~During 2017,~~

On May 1, 2019, the Company sold its ~~Rubbermaid~~^® ~~consumer storage totes business, its stroller business under the Teutonia~~^® ~~brand, its Lehigh business, its firebuilding business~~Process Solutions Business to an affiliate of One Rock Capital Partners, LLC, for approximately $500 million, subject to customary working capital and ~~its triathlon apparel business under the Zoot~~^® ~~and Squadra~~^® ~~brands. The selling prices for these businesses were not significant.~~ other post-closing adjustments.

During the three months ended March 31, ~~2017,~~2019, the Company recorded an impairment charge ~~of $9.2~~primarily related to goodwill and intangible assets totaling approximately $175 million, which is included in the income (loss) from discontinued operations, primarily related to the ~~write down~~write-down of the carrying value of the net assets of ~~the fire building business, which included goodwill and~~ certain ~~fixed assets, to~~held for sale businesses based on their estimated fair ~~market~~ value. ~~Martin E. Franklin and Ian G.H. Ashken are affiliates of Royal Oak, the purchaser of the firebuilding assets, and were company directors at the time of the transaction.~~

~~In March 2017,~~2018 Activity

On June 29, 2018, the Company ~~completed the sale~~sold Rawlings, its Team Sports business, to a fund managed by Seidler Equity Partners with aco-investment of ~~its Tools business, including the Irwin~~^®~~, Lenox~~^® ~~and Hilmor~~^® ~~brands. The selling price was $1.95 billion,~~Major League Baseball for approximately $400 million, subject to customary working capital ~~adjustments. As a result, during the three months ended March 31, 2017, the Company recorded a pretax gain of $784 million, which is included in~~and other ~~(income) expense, net. For the three months ended March 31, 2017, the Tools business generated 3.4% of the Company’s consolidated net sales.~~

~~Subsequent Event~~post-closing adjustments.

On December 21, 2018, the ~~proceeds will be applied~~Company sold Pure Fishing to ~~deleveraging~~a fund managed by Sycamore Partners L.P. for approximately $1.3 billion, subject to customary working capital and ~~share repurchase.~~other post-closing adjustments.

~~Held for Sale~~Ongoing Restructuring Initiatives

~~In connection with the Company’s aforementioned~~Accelerated Transformation Plan ~~the Team Sports business including the Rawlings~~^® ~~brand in the Play segment; the Waddington business in the Work segment; and the Beauty businesses including the Goody~~^® ~~brand in the Other segment were classified as held for sale at March 31, 2018.~~

The estimated selling price for each of these businesses is subject to many factors, including but not limited to, the number of interested buyers, buyer’s strategic fit and synergies and nature of the sales transaction. The Company currently does not anticipate impairment charges related to Team Sports, Waddington and Goody, those businesses currently classified as held for sale. The Company may incur future impairment charges if the carrying value of any business currently identified for potential divestiture pursuant to theCompany’s Accelerated Transformation Plan, ~~exceeds its estimated sales price,~~which was initiated during the ~~business qualifies~~first quarter of 2018, was designed in part, to divest the Company’s industrial and commercial product assets andnon-core consumer businesses. The Accelerated Transformation Plan also focuses on the realignment of the Company’s management structure and overall cost structure as ~~held for sale~~a result of the completed and planned divestitures. Restructuring costs associated with the ~~factors surrounding the sale of such business become more defined.~~transformation plan include employee-related costs, including severance, retirement and other termination benefits, contract termination costs and other costs.

See Footnote 4 of the Notes to Condensed Consolidated Financial Statements for further information.

~~Ongoing Restructuring Initiatives~~

~~After the completion~~Impacts of the acquisition of Jarden Corporation (“Jarden”) in 2016, the Company initiated a comprehensive strategic assessment of the business and launched a new corporate strategy that focuses the portfolio, prioritizes investment in the categories with the greatest potential for growth, and extends the Company’s advantaged capabilities in insights, product design, innovation, and E-commerce to the broadened portfolio. The investments in new capabilities are designed to unlock the growth potential of the portfolio and will be funded by a commitment to release cost savings from 2016 to 2021 of approximately $1.3 billion through the combination of Project Renewal (approximately $300 million) and delivery of cost synergies associated with the Jarden integration (approximately $1 billion).

~~Jarden Integration~~Tariffs

The current U.S. presidential administration has implemented new U.S. tariffs that could impact the level of trade between the U.S and Canada, China, and the European Union in addition to global commerce in general. U.S. trading partners such as Canada, China and the European Union have responded by announcing retaliatory tariffs on some U.S. exports. Tariffs on imports into the U.S. and exports to Canada, China and the European Union will increase costs for the Company. The Company ~~expects~~has been successful at negotiating an exception for most of the U.S. tariffs planned on baby gear, which represents a substantial portion of the Company’s tariff exposure. However, the U.S. government has announced its intention to ~~incur~~increase some of the China tariffs from 10% to 25% if the negotiations with the Chinese government are not successful. The Company’s annualized gross tariff cost exposure from all these actions is estimated at approximately ~~$1.0 billion~~$86 million, which has been lowered from earlier projections because of ~~restructuring~~the postponement of an increase on some of our products from 10% to 25% while the U.S. and ~~other costs~~China are in trade negotiations to resolve the dispute. Additionally, the Company is working to mitigate the tariff exposure, in part through ~~2021~~pricing, productivity and in some cases relocation. In addition, if the U.S. presidential administration were to ~~integrate~~extend the ~~legacy Newell Rubbermaid and Jarden businesses (the “Jarden Integration”). Initially, integration projects are primarily focused~~tariffs to additional categories of goods made in China it could have a significant impact on ~~driving cost~~the Company.

synergies in procurement, overhead functions and organizational changes designed to redefine the operating model of the Company from a holding company to an operating company. Restructuring costs associated with integration projects are expected to include employee-related cash costs, including severance, retirement and other termination benefits, and contract termination and other costs. In addition, other costs associated with the Jarden Integration are expected to include advisory and personnel costs for managing and implementing integration projects.

~~Project Renewal~~

~~See Footnote 6 of the Notes to Condensed Consolidated Financial Statements for further information.~~

Results of Operations

Three Months Ended March 31, ~~2018~~2019 vs. Three Months Ended March 31, ~~2017~~2018

Consolidated Operating Results

   Three Months Ended March 31,
(in millions)
   2018    2017    Increase
(Decrease)    % Change
Net sales
   $ 3,017.4    $ 3,266.3    $ (248.9 )    (7.6 )%
Cost of products sold
   2,012.0    2,149.1    (137.1 )    (6.4 )







Gross margin
   1,005.4    1,117.2    (111.8 )    (10.0 )
Selling general and administrative expenses (“SG&A”)
   880.4    931.5    (51.1 )    (5.5 )
Restructuring costs
   7.9    13.3    (5.4 )    (40.6 )
Impairment of goodwill, intangibles and other assets
   —      18.4    (18.4 )    NMF







Operating income
   117.1    154.0    (36.9 )    (24.0 )
Interest expense, net
   116.1    122.2    (6.1 )    (5.0 )
Loss on extinguishment of debt
   —      27.8    (27.8 )    NMF
Other (income) expense, net
   (1.0 )    (786.1 )    785.1    (99.9 )







Income before taxes
   $ 2.0    $ 790.1    $ 788.1    (99.7 )


	Three Months Ended March 31,
(in millions)	2019			2018			Increase (Decrease)			% Change
Net sales	$	1,712.1		$	1,811.5		$	(99.4	)		(5.5	)%
Cost of products sold		1,168.3			1,206.2			(37.9	)		(3.1	)

Gross profit		543.8			605.3			(61.5	)		(10.2	)
Selling general and administrative expenses (“SG&A”)		517.9			626.3			(108.4	)		(17.3	)
Restructuring costs, net		10.9			5.4			5.5			101.9

Operating income (loss)		15.0			(26.4	)		41.4			156.8
Interest expense, net		80.2			116.1			(35.9	)		(30.9	)
Other expense (income), net		23.3			(1.4	)		24.7			NMF

Loss before income taxes	$	(88.5	)	$	(141.1	)	$	52.6			37.3

NMF —– Not meaningful

The decrease in net sales for the three months ended March 31, ~~2018~~2019 was primarily due to ~~the divestitures of the Tools, Lehigh, firebuilding and Winter Sports businesses (the “Divestitures”) (approximately 6%) completed in 2017, and~~ a decline in sales ~~in the remaining businesses~~across all segments of approximately ~~3% (inclusive~~6%, inclusive of ~~favorable~~unfavorable changes in foreign currency ~~of approximately 2%), mostly due to the Writing and the Baby businesses and the impact of the adoption of new revenue recognition standards, partially offset by the impact of acquisitions~~ (approximately 1%3%).

The decrease in cost of products sold for the three months ended March 31, ~~2018~~2019 was primarily driven by ~~the impact of the Divestitures (approximately $146 million),~~ lower sales (approximately ~~$72~~$36 million) and foreign currency translation (approximately $30 million), partially offset by the cost of sales impact of ~~a slight decrease in margins (approximately $27 million) and unfavorable foreign currency (approximately $46 million).~~slightly lower gross profit margin products. Reported gross margin was ~~33.3%~~31.8% versus ~~34.2%~~33.4% in the prior year period. The change was primarily due to the ~~negative mix effect~~unfavorable impact of lower sales, ~~in the Writing category~~inflation related to input costs and ~~the impact of cost of goods and freight inflation, partially offset by the benefit from synergies and cost savings.~~tariffs.

The decrease in SG&A for the three months ended March 31, ~~2018~~2019 was primarily due ~~the impact of the Divestitures~~to a reduction in overhead costs (approximately $56 million)~~, partially offset by unfavorable~~ and foreign currency translation (approximately ~~$15~~$11 million)., as well as the benefits derived from cost savings initiatives.

The restructuring costs for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 were mostly comprised of costs related to the ~~Jarden Integration.~~Accelerated Transformation Plan, primarily consisting of severance costs.

Consolidated operating income (loss) as a percentage of net sales for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was approximately ~~3.9%~~0.9% and ~~4.7%~~(1.5%), respectively. The change ~~was in part~~is primarily due to ~~lower volumes~~benefits derived from cost savings initiatives and ~~negative mix associated with the Writing category, the impact of divestitures and the impact of~~ a ~~major retail customer bankruptcy~~reduction in ~~the Baby business,~~overhead costs, partially offset by ~~contributions from acquisitions, positive pricing, synergies~~the unfavorable impact of lower sales, inflation related to input costs and ~~cost savings.~~tariffs.

The decrease in interest expense for the three months ended March 31, ~~2018~~2019 was primarily due to lower ~~average~~ debt ~~levels versus the same prior year period.~~levels. The weighted average interest rate for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was approximately ~~4.2%~~4.5% and ~~4.1%~~4.2%, respectively.

See Footnote 1412 of the Notes to Condensed Consolidated Financial Statements for information regarding income taxes.

Business Segment Operating Results


	Net Sales										Operating Income (Loss)												Net Sales										Operating Income (Loss)
	Three Months Ended March 31,										Three Months Ended March 31,												Three Months Ended March 31,										Three Months Ended March 31,
(in millions)	2018		2017		Increase (Decrease)			% Change			2018			2017			Increase (Decrease)			% Change			2019		2018		Increase (Decrease)			% Change			2019			2018			Increase (Decrease)			% Change
Live	$	1,071.6	$	1,067.8	$	3.8			0.4	%	$	8.6		$	58.3		$	(49.7	)		(85.2	)%
Learn		495.4		569.1		(73.7	)		(13.0	)		50.0			88.6			(38.6	)		(43.6	)
Work		640.7		613.7		27.0			4.4			63.3			62.6			0.7			1.1
Play		616.8		628.0		(11.2	)		(1.8	)		54.4			56.1			(1.7	)		(3.0	)
Food and Appliances																							$	504.1	$	534.2	$	(30.1	)		(5.6	)%	$	9.3		$	13.4		$	(4.1	)		(30.6	)%
Home and Outdoor Living																								626.6		669.7		(43.1	)		(6.4	)		(1.5	)		7.8			(9.3	)		(119.2	)
Learning and Development																								581.4		607.0		(25.6	)		(4.2	)		88.5			66.2			22.3			33.7
Other		192.9		387.7		(194.8	)		(50.2	)		12.5			4.0			8.5			212.5			—		0.6		(0.6	)		NMF			—			0.9			(0.9	)		(100.0	)
Corporate		—		—		—			—			(63.8	)		(102.3	)		38.5			37.6			—		—		—			—			(70.4	)		(109.3	)		38.9			35.6
Restructuring		—		—		—			—			(7.9	)		(13.3	)		5.4			40.6			—		—		—			—			(10.9	)		(5.4	)		(5.5	)		(101.9	)

	$	3,017.4	$	3,266.3	$	(248.9	)		(7.6	)%	$	117.1		$	154.0		$	(36.9	)		(24.0	)	$	1,712.1	$	1,811.5	$	(99.4	)		(5.5	)	$	15.0		$	(26.4	)	$	41.4			156.8

~~Live~~

Three Months Ended March 31, 2019 versus the Three Months Ended March 31, 2018

Food and Appliances

The ~~increase~~decrease in net sales for the three months ended March 31, ~~2018~~2019 was primarily due to ~~acquisitions (approximately 4%), which was~~lower promotional activity, unfavorable changes in foreign currency and weakness in Latin America, in part due to economic challenges and timing of sales, partially offset by ~~weakness~~improvements in ~~other categories, primarily~~ the ~~baby gear category attributable to the bankruptcy filing and subsequent liquidation of the Baby division’s top global customer and the impact of the adoption of new revenue recognition standards.~~fresh preserving category.

Operating income (loss) as a percentage of net sales for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was approximately ~~0.8%~~1.8% and ~~5.5%~~2.5%. The decrease was primarily driven by ~~sourced finished goods and freight cost inflation,~~ the ~~absence~~unfavorable impact of ~~planned income related to lost Baby division~~lower sales and cost of goods inflation, partially offset by a ~~bad debt charge related to a global customer bankruptcy.~~decrease in SG&A.

~~Learn~~Home and Outdoor Living

The decrease in net sales for the three months ended March 31, ~~2018~~2019 was primarily ~~due to the Writing business, mostly due to~~driven by lost distribution for Coleman at a ~~decline~~key U.S. retailer, unfavorable changes in Writing related to significant contraction of a U.S. office superstore and distributive trade channels reflecting the Company’s choice to accelerate achievement of customers’ new inventory targets and restructure its domestic Writing go-to-market programforeign currency and the ~~impact~~exit of ~~the adoption of new revenue recognition standards.~~approximately 60 underperforming Yankee Candle retail stores.

Operating income (loss) as a percentage of net sales for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was approximately ~~10.1%~~(0.2)% and ~~15.6%~~1.2%, respectively. The decrease was primarily driven by the negative impact of lower sales ~~volume~~ and ~~negative sales mix.~~cost of goods inflation, partially offset by a decrease in SG&A.

~~Work~~Learning and Development

The ~~increase~~decrease in net sales for the three months ended March 31, ~~2018~~2019 was primarily due to weakness in the baby gear category largely attributable to the liquidation of a major customer, which was announced in March 2018, partially offset by growth in the ~~Waddington and Safety and Security categories~~Writing business, in part due to ~~continued market share growth in certain product categories and the favorable impact of new product launches partially offset~~U.S. strength largely driven by the ~~impact of the adoption of new revenue recognition standards.~~Office channel.

Operating income (loss) as a percentage of net sales for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was approximately ~~9.9%~~15.2% and ~~10.2%~~10.9%, respectively. The increase was due to a decrease ~~was primarily driven by the negative impact of commodity inflation~~in SG&A and productivity savings, partially offset by ~~increased volume, positive pricing and~~ the gross profit impact of ~~cost savings~~lower sales and ~~synergies.~~

~~Play~~

~~The~~a slight decrease in net sales for the three months ended March 31, 2018 was primarily driven by decline at Outdoor & Recreation category, primarily due to lost distribution in the certain product categories and the impact of the adoption of new revenue recognition standards, partially offset by improved sales in other categories, primarily the Team Sports category.

Operating income as a percentage of net sales for the three months ended March 31, 2018 and 2017 was approximately 8.8% and 8.9%, respectively. The decrease was primarily driven by an increase in SG&A, partially offset by improved gross ~~margins.~~

~~Other~~

~~The decrease in net sales for the three months ended March 31, 2018 was primarily due to impact of the Divestitures (approximately 46%).~~

Operating income as a percentage of net sales for the three months ended March 31, 2018 and 2017 was approximately 6.5% and 1.0%, respectively. The change was primarily due to impairment charges and other costs incurred during the three months ended March 31, 2017, related to the Divestitures and assets held for sale.profit margin.

Liquidity and Capital Resources

~~LIQUIDITY~~Liquidity

At March 31, ~~2018,~~2019, the Company had cash and cash equivalents of ~~$459~~approximately $364 million, of which approximately ~~$351~~$306 million was held by the Company’snon-U.S. subsidiaries. Overall, the Company believes that available cash and cash equivalents, cash flows generated from future operations, divestiture proceeds, access to capital markets, and availability under its ~~revolving credit facility~~Facility (defined hereafter) and ~~receivables purchase agreement~~Securitization Facility (defined hereafter) will be adequate to support the cash needs of the Company. The Company intends to use available cash, borrowing capacity, cash flows from future operations and alternative financing arrangements to invest in capital expenditures in support of the Company’s growth platforms, to maintain its dividend per share and to ~~repay~~pay down debt and debt maturities as they come due, ~~and~~ to complete its ongoing restructuring ~~initiatives.~~initiatives and to invest in share repurchase.

Cash and cash equivalents increased as follows for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (in millions):

   2018    2017    Increase
(Decrease)
Cash used in operating activities
   $ (401.7 )    $ (263.6 )    $ (138.1 )
Cash provided by (used in) investing activities
   (105.3 )    1,205.7    (1,311.0 )
Cash provided by (used in) financing activities
   474.7    (859.6 )    1,334.3
Currency effect on cash and cash equivalents
   5.6    17.5    (11.9 )






Increase (decrease) in cash, cash equivalents and restricted cash
   $ (26.7 )    $ 100.0    $ (126.7 )


*Continuing Operations*	2019			2018			Increase (Decrease)
Cash used in operating activities	$	(212.3	)	$	(437.6	)	$	225.3
Cash used in investing activities		(63.8	)		(69.6	)		5.8
Cash provided by financing activities		145.6			474.9			(329.3	)

*Discontinued Operations*
Cash provided by operating activities	$	11.9		$	35.9		$	(24.0	)
Cash used in investing activities		(11.9	)		(35.7	)		23.8
Cash used in financing activities		—			(0.2	)		0.2

*Total Company*
Cash used in operating activities	$	(200.4	)	$	(401.7	)	$	201.3
Cash used in investing activities		(75.7	)		(105.3	)		29.6
Cash provided by financing activities		145.6			474.7			(329.1	)
Currency effect on cash and cash equivalents		(1.1	)		5.6			(6.7	)

Decrease in cash and cash equivalents	$	(131.6	)	$	(26.7	)	$	(104.9	)

The Company 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.

Cash Flows from Operating Activities

The change in net cash used in operating activities from continuing operations ~~for the three months ended March 31, 2018~~ is in part due to ~~a $131 million increase in cash taxes paid~~favorable working capital primarily related to ~~the gain on the sale of the Tools business, unfavorable~~a decrease in payments to suppliers and other working capital ~~related to accounts payable ($143 million) and accounts receivable ($50 million), partially offset by a lower investment in inventory and lower bonus and incentive payments.~~improvements.

Cash Flows from Investing Activities

The change in cash ~~provided by (used in)~~used in investing activities from continuing operations was primarily due to a ~~$1.9 billion~~ decrease in ~~the proceeds from the sale of businesses, partially offset by a decrease in cash used for the acquisition of businesses (approximately $558 million).~~capital expenditures. For the three months ended March 31, 2019 and 2018, capital expenditures from continuing operations were ~~$95.1~~$45.7 million ~~versus $101~~and $59.2 million, ~~for the same prior year period.~~respectively.

Cash Flows from Financing Activities

The change in net cash provided by ~~(used in)~~ financing activities from continuing operations was primarily due to the period-over-period decrease in borrowings on short-term debt (approximately $81 million) and an increase in payments of the ~~payments on~~current portion of long-term debt (approximately ~~$972 million), partially offset by the period-over-period increase in the net change in short-term debt (approximately $356~~$268 million).

CAPITAL RESOURCES

The Company maintains a $1.25 billion revolving credit facility that matures in ~~January 2022~~December 2023 (the “Facility”). Under the Facility, the Company may borrow funds on a variety of interest rate terms. Since the Facility provides the committed backup liquidity required to issue commercial paper, the Company may issue commercial paper up to a maximum of $800 million provided there is a sufficient amount available for borrowing under the Facility. The Facility also provides for the issuance of up to $100 million of letters of credit, so long as there is a sufficient amount available for borrowing under the Facility. At March 31, ~~2018,~~2019, there was approximately ~~$702~~$259 million of commercial paper outstanding, there were approximately ~~$33~~$28 million of outstanding standby letters of credit issued against the Facility and there were no borrowings outstanding under the Facility. The net availability under the Facility was approximately ~~$516 million.~~$1.0 billion. (See Footnote 9 of the Notes to Condensed Consolidated Financial Statements).

The Company maintains a $950 million receivables purchase agreement that matures in October 2019 (the “Securitization Facility”) and bears interest at a margin over a variable interest rate. At March 31, ~~2018,~~2019, the borrowing rate margin and the unused line fee on the Securitization Facility were 0.80% and 0.40% per annum, respectively. At March 31, ~~2018,~~2019, net availability under the Facility was approximately ~~$465~~$500 million. (See Footnote 9 of the Notes to Condensed Consolidated Financial Statements).

The Company was not in default of any of its debt covenants at March 31, ~~2018.~~2019.

At March 31, 2018, there were approximately 2.5 million shares of the Company’s common stock that had not been issued and $61 million in cash that had not been paid to the former holders of Jarden shares who are exercising their right to judicial appraisal under Delaware law. Absent consent by the Company, these dissenting shareholders are no longer entitled to the merger consideration, but are instead entitled only to the judicially determined fair

value of their shares, plus interest accruing from the date of the Jarden Acquisition, payable in cash. However, it is possible that the Company could issue a consent to or reach agreement with one or more of these shareholders resulting in the issuance of Company shares (in lieu of or along with the payment of cash) in settlement of the dissenters’ claims. (See Footnote 18 of the Notes to Condensed Consolidated Financial Statements). At March 31, ~~2018,~~2019, the Company has accrued approximately $171 million of unpaid consideration related to these former shares of Jarden common stock.

~~During~~Subsequent Events

On May 1, 2019, the ~~three months ended~~Company completed the sales of its Process Solutions and Rexair businesses for approximately $735 million in the aggregate, subject to customary working capital and other post-closing adjustments. The Company used some of the cash proceeds received on disposal to pay down short term debt including approximately $269 million outstanding at March 31, ~~2018, the Company did not repurchase any shares under its stock repurchase program (the “SRP”). At March 31, 2018, approximately $1.1 billion remains available~~2019 under the ~~SRP. The repurchase of additional shares in the future will depend upon many factors, including the~~ Company’s ~~financial condition, planned sale of businesses, liquidity and legal requirements.~~Securitization Facility.

Risk Management

Interest Rate Contracts

Fair Value Hedges

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain intercompany financing arrangements with foreign subsidiaries. ~~As of March 31,~~During 2018, all the ~~notional value of outstanding~~Company’s cross-currency interest rate swaps ~~was approximately $166 million.~~matured. The cross-currency interest rate swaps ~~are~~were intended to eliminate uncertainty in cash flows in U.S. Dollars and British Pounds in connection with the intercompany financing arrangements. The effective portions of the changes in fair values of these cross-currency interest rate swaps are reported in AOCI and an amount is reclassified out of AOCI into other (income) expense, net, which is offset in the same period by the remeasurement in the carrying value of the underlying foreign currency intercompany financing arrangements being hedged.

Foreign Currency Contracts

The following table presents the fair value of derivative financial instruments as of March 31, ~~2018~~2019 (in millions):


	March 31, 2018			March 31, 2019
	Net Asset (Liability)			Asset (Liability)
Derivatives designated as effective hedges:
Cash flow hedges:
Cross-currency swaps	$	(24.9	)
Foreign currency contracts		(4.3	)	$	4.3
Fair value hedges:
Interest rate swaps	��	(16.3	)		(6.0	)
Derivatives not designated as effective hedges:
Foreign currency contracts		(0.3	)		0.4
Commodity contracts		0.1			(1.3	)

Total	$	(45.7	)	$	(2.6	)

Forward-Looking Statements

Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form10-Q (this “Quarterly 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,”, “explore”, “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. In addition, there are no assurances that the Company will complete any or all of the potential transactions, or other initiatives referenced here. 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 dependence on the strength of retail, commercial and industrial sectors of the economy in various parts of the world;

competition with other manufacturers and distributors of consumer products;

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

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

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

the Company’s ability to remediate the material weakness in our internal control over financial reporting and maintain effective internal control reporting;

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;

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

the Company’s ability to effectively accelerate ~~its~~our transformation plan and ~~explore and~~to execute ~~its strategic options;~~our divestitures of the remaining assets held for sale;

the Company’s ability to complete planned acquisitions and divestitures, to integrate ~~Jarden~~acquisitions and ~~other acquisitions and~~to offset unexpected costs or expenses associated with acquisitions or dispositions;

changes in the prices of raw materials and sourced products and ~~the Company’s~~our ability to obtain raw materials and sourced products in a timely manner;

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

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

~~future events that could adversely affect the value of the Company’s assets and require impairment charges;~~

the impact of United States orand foreign regulations on ~~the Company’s~~our operations, including the escalation of tariffs on imports into the U.S. and exports to Canada, China and the European Union and environmental remediation costs;

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

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~~our pension plans; and

other factors listed from time to time in ~~the Company’s~~our filings with the ~~SEC~~Securities and Exchange Commission, including, but not limited to, ~~the Company’s most recent~~our Annual Report on Form 10-K.

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.

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 Form10-K for the fiscal year ended December 31, ~~2017.~~2018.

Item 4. Controls and Procedures

AsThe Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by ~~Rule 13a-15(b) of~~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 Commission’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 Rule13a-15(b) of the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of ~~its~~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 ~~(as defined in Rule 13a-15(e) under the Exchange Act) were~~are not effective as of March 31, 2019, due to the ~~end~~material weakness in internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We continue to have a material weakness in our internal control over financial reporting as disclosed in Management’s Assessment of Internal Control over Financial Reporting in Item 9A., Controls and Procedures, of our Annual Report onForm 10-K for the year ended December 31, 2018 (the“Form 10-K”) in that the Company did not design and maintain effective controls over the accounting for the impact of the ~~period covered by this Quarterly Report.~~divestitures. Specifically, the Company did not design and maintain effective controls to ensure that deferred taxes were included completely and accurately in the carrying values of assets held for sale and that the intraperiod tax allocation between continuing and discontinued operations was accurate. In addition, the Company did not design and maintain effective controls to ensure that the current and noncurrent classification of assets and liabilities held for sale was accurate.

~~As required by Rule 13a-15(d) under~~During the ~~Exchange Act,~~first quarter of 2019, management identified that the Company did not maintain effective controls to ensure changes in the underlying data utilized in determining the estimated fair value were complete and accurate and to ensure that the expected form of sale of the disposal groups were appropriately reflected in the Company’s impairment assessments prior to filing the 2018 Form 10-K.

Collectively, these deficiencies resulted in the revision of the Company’s Consolidated Financial Statements for the year ended December 31, 2018, and adjustments to the assets and liabilities held for sale; loss from discontinued operations, net of tax; net loss and deferred income taxes accounts to the Company’s condensed consolidated financial statements for the quarter ended September 30, 2018 as well as the income tax benefit to continuing operations; loss from continuing operations and loss from discontinued operations, net of tax for the quarter and year ended December 31, 2018; assets and liabilities held for sale and other balance sheet accounts primarily deferred income taxes at December 31, 2018 as well as in the current and noncurrent classification of assets and liabilities held for sale in the prior year balance sheet as presented in the December 31, 2018 financial statements. Additionally, any of these control deficiencies could result in a misstatement of the Company’s aforementioned accounts and disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, the Company’s management ~~including~~has determined that these control deficiencies constitute a material weakness.

Because of this material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2019.

Remediation Plan

Management is in the process of developing a full remediation plan and has begun enhancing certain controls to include refinements and improvements to the controls over the inputs used in divestiture calculations as follows:

enhancing the level of review of deferred tax balances for each business held for sale;

supplementing the review of deferred tax balances by legal entity to ensure proper presentation for financial reporting purposes;

enhancing the held for sale footnote reconciliation process; and

enhancing the review and approval process for the underlying data utilized in determining the estimated fair value and expected form of sale reflected in the Company’s ~~Chief Executive Officer~~impairment assessment.

The material weakness will not be considered remediated until management designs and ~~Chief~~implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriated.

Changes in Internal Control Over Financial ~~Officer, has evaluated~~Reporting

There have been no changes in the Company’s internal control over financial reporting ~~to determine whether any changes occurred~~ during the quarter ~~covered by this Quarterly Report~~ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting. ~~Based on that evaluation, there have been no such changes during the quarter covered by this Quarterly Report.~~

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 Form10-K for the fiscal year ended December 31, ~~2017.~~2018.

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, ~~2018.~~2019:


Calendar Month	Total Number of Shares Purchased (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Repurchase Program (1)		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)		Total Number of Shares Purchased (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January		754	$	25.73		—	$	1,103,593,000		—	$	—		—	$	2,096,216,000
February		242,261		27.30		—	$	1,103,593,000		131,469		21.64		—	$	2,096,216,000
March		—		—		—	$	1,103,593,000		4,656		21.46		—	$	2,096,216,000

Total		243,015		27.30		—				136,125	$	21.63		—

(1)

Under the Company’s ~~SRP,~~share repurchase program (“SRP”), the Company may repurchase shares of its common stock through a combination of10b5-1 automatic trading plans, discretionary market purchases or in privately negotiated ~~transactions or~~transactions. On June 11, 2018, the Company announced that its Board of Directors authorized a ~~combination thereof.~~$2.5 billion increase in the then available amount under its existing SRP. Under the updated SRP, the Company is authorized to repurchase up to approximately ~~$1.26~~$3.6 billion of its outstanding shares through the end of ~~2020. The Company did not repurchase any~~2019.

(2)	All shares ~~under the SRP~~ during the three months ended March 31, ~~2018.~~

~~(2)~~

~~All shares purchased by the Company during the three months ended March 31, 2018.~~2019, were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units, which were purchased by the Company based on their fair market value on the vesting date.

Item 6. Exhibits


Exhibit Number		Description of Exhibit

10.1†		~~2018 Long Term~~2019 Long-Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February ~~13, 2018~~6, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated February ~~13, 2018)~~12, 2019).

10.2†		Retirement Agreement and General Release, dated as of February 18, 2019, by and between Newell Brands Inc. and William A. Burke (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated February 18, 2019).

10.3†		Form of ~~2018 RSU~~2019 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as amended February ~~13,~~14, 2018 (incorporated by reference to Exhibit ~~10.2~~10.1 to the Company’s Current Report on Form8-K dated February ~~13, 2018)~~20, 2019).

~~10.3†~~10.4*†		Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated March 8, 2019.

10.5*†		Relocation Repayment Agreement and Letter Agreement dated March 13, 2019 between Newell Brands Inc. and Bradford R. Turner.

10.6		Sixth Omnibus Amendment, dated as of March 14, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association, as Issuing Lender, to ~~Management Bonus Plan~~Loan and Servicing Agreement, dated as of October 3, 2016, and Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (incorporated by reference to Exhibit ~~10.3~~10.1 to the Company’s Current Report on Form8-K dated ~~February 13, 2018)~~March 15, 2019).

10.4†*10.7†		~~First Amendment~~Retirement Agreement and General Release, dated as of March 21, 2019, by and between Newell Brands Inc. and Michael B. Polk (incorporated by reference to Exhibit 10.1 to the ~~Newell Rubbermaid Inc.~~Company’s Current Report on Form8-K dated March 22, 2019).

10.8*†		Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated ~~as of February 14,~~May 26, 2018.

10.9*†		Retention Bonus Agreement and Letter Agreement dated May 16, 2018, between Newell Brands Inc. and Russell Torres.

10.10*†		Relocation Repayment Agreement dated November 26, 2018 between Newell Brands Inc. and Christopher H. Peterson.

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.INS		XBRL Instance Document

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

*	Filed herewith

†	Represents management contracts and compensatory plans and arrangements.

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: May 10, 2018~~		~~/s/ Ralph J. Nicoletti~~
		~~Ralph J. Nicoletti~~	NEWELL BRANDS INC.
			Registrant

Date:	May 8, 2019		/s/ Christopher H. Peterson
			Christopher H. Peterson
			Executive Vice President, Chief Financial Officer

Date:	May ~~10, 2018~~8, 2019		/s/ ~~James L. Cunningham, III~~Robert A. Schmidt
		~~James L. Cunningham, III~~	Robert A. Schmidt
			Senior Vice President, Chief Accounting Officer


	Balance at December 31, 2017		Adjustments due to Topic 606		Balance at January 1, 2018
Accounts receivable, net	$	2,674.0	$	153.6	$	2,827.6
Prepaid expenses and other		415.5		16.4		431.9
Other accrued liabilities		1,705.4		170.0		1,875.4
Retained earnings		4,611.2		—		4,611.2


	March 31, 2018
	As Reported		Excluding Adjustments due to Topic 606			As Adjusted
Accounts receivable, net	$	2,346.0	$	(155.7	)	$	2,190.3
Inventory, net		2,584.9		1.5			2,586.4
Prepaid expenses and other		427.3		(17.4	)		409.9
Assets held for sale		2,654.1		(2.5	)		2,651.6
Other accrued liabilities		1,617.3		(170.7	)		1,446.6
Retained earnings		4,542.5		(3.4	)		4,539.1


	Cumulative Translation Adjustment			Pension and Postretirement Costs			Derivative Financial Instruments			AOCI
Balance at December 31, 2017	$	(318.8	)	$	(385.5	)	$	(58.8	)	$	(763.1	)
Other comprehensive (loss) income before reclassifications		64.1			(19.2	)		(8.8	)		36.1
Amounts reclassified to earnings		—			2.9			12.4			15.3

Net current period other comprehensive income (loss)		64.1			(16.3	)		3.6			51.4

Balance at March 31, 2018	$	(254.7	)	$	(401.8	)	$	(55.2	)	$	(711.7	)


	Three Months Ended March 31,
Restructuring Activity	2018			2017
Jarden Integration	$	10.1		$	11.8
Project Renewal and other		(2.2	)		1.5

	$	7.9		$	13.3

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