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目錄
美國
證券交易委員會
華盛頓特區20549
表格 10-Q
☒ 根據第13或第15(d)條提交的季度報告
證券交易法（1934年）第13條或第15(d)條規定
截至季度末2024年9月30日
委員會文件號 1-9608

紐威品牌公司.
(根據其章程規定的註冊人準確名稱)
特拉華州36-3514169
（設立或組織的其他管轄區域）（納稅人識別號碼）
6655 Peachtree Dunwoody Road,
亞特蘭大, 喬治亞州 30328
，（主要行政辦公地址）
(郵政編碼)
公司電話號碼，包括區號：（770) 418-7000
在法案第12(b)條的規定下注冊的證券：
每種類別的名稱交易標的註冊交易所名稱
每股面值爲1美元的普通股NWL納斯達克股票交易所
根據該法案第12(g)條規定註冊的證券：無
請勾選以下內容。申報人是否（1）在過去12個月內（或申報人需要報告這些報告的時間較短的期間內）已提交證券交易法規定的第13或15（d）條要求提交的所有報告；以及（2）過去90天內已被要求提交此類報告。    是 ☒ 否☐
請檢查標記，以指示報告人是否已根據Regulation S-t第405條規定在過去12個月內（或報告人有必要提交併發帖這些文件的更短期間內）遞交了每個交互式數據文件。是 ☒ 否☐
請用複選標記指示註冊人是大型加速報告人、加速報告人、非加速報告人、較小的報告公司還是新興成長公司。請參閱《交易所法》第120億.2條中「大型加速報告人」、「加速報告人」、「較小的報告公司」和「新興成長公司」的定義:
大型加速存取器☒加速文件申報人☐
非加速文件提交人☐更小的報告公司☐
新興成長公司☐
如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 ☐
請在勾選框中標註是否註冊者爲殼公司（如《交易所法》120億.2的定義）。是☐無☒
截至2024年10月21日，普通股股本數（扣除庫藏股）爲 416.0 百萬。

目錄
目錄

1
目錄
第一部分 財務信息
項目1：基本報表
紐威爾品牌公司及其子公司
綜合收入（損失）簡明合併報表（未經審計）
（金額以百萬計，每股金額除外）
三個月已結束
9月30日 		九個月已結束
9月30日
2024202320242023
淨銷售額$1,947 $2,048 $5,633 $6,057 
銷售產品的成本1,268 1,427 3,751 4,325 
毛利潤679 621 1,882 1,732 
銷售、一般和管理費用536 501 1,518 1,457 
重組成本，淨額4 16 40 76 
商譽、無形資產和其他資產減值260 263 266 274 
營業收入（虧損）(121)(159)58 (75)
非營業費用：
利息支出，淨額75 69 223 213 
債務清償和修改造成的損失— — 1 — 
其他費用，淨額9 70 15 91 
所得稅前虧損(205)(298)(181)(379)
所得稅優惠(7)(80)(19)(77)
淨虧損$(198)$(218)$(162)$(302)
已發行普通股的加權平均值：
基本416.0 414.2 415.3 414.1 
稀釋416.0 414.2 415.3 414.1 
每股虧損：
基本$(0.48)$(0.53)$(0.39)$(0.73)
稀釋$(0.48)$(0.53)$(0.39)$(0.73)
綜合收益（損失）：
淨虧損$(198)$(218)$(162)$(302)
其他綜合收益(損失), 淨額(稅後):
外幣翻譯調整(2)(16)(61)(8)
養老金和退休後的費用(3)53 5 52 
衍生金融工具(1)9 13 (8)
其他綜合收益（損失），淨所得稅後(6)46 (43)36 
總綜合虧損$(204)$(172)$(205)$(266)

請參見未經審計的基本財務報表附註。
2
目錄
紐威爾品牌公司及其子公司
基本報表資產負債表（未經審計）
（金額以百萬爲單位，除每股面值外）
2020年9月30日
2024		12月31日
2023
資產：
現金及現金等價物$494 $332 
2,687,823 931 1,195
存貨1,652 1,531
預付費用和其他流動資產285 296
總流動資產3,3623,354
物業、廠房和設備，淨值1,153 1,212
營業租賃資產488 515
商譽3,074 3,071
其他無形資產，淨額2,155 2,488
延遲所得稅791 806
其他750 717
總資產$11,773 $12,163 
負債：
應付賬款$1,047 $1,003 
其他應計負債1,486 1,565
短期借款和長期債務的流動部分869 329
流動負債合計3,4022,897
長期債務4,092 4,575
延遲所得稅223 241
經營租賃負債422 446
其他非流動負債774 892
負債合計8,9139,051
承諾和擔保（其他)腳註16)
股東權益:
優先股（10.0 授權股份，$1.00每股面值，否 2024年9月30日和2023年12月31日分別發行的股份
— — 
普通股（800.0 授權股份，$1.00每股面值，442.2持續經營活動中普通股股東的收益439.6 2024年9月30日和2023年12月31日分別發行的股份
442 440 
按成本覈算的公司庫藏股(26.2持續經營活動中普通股股東的收益25.3 於2024年9月30日和2023年12月31日，股份數量分別爲
(633)(627)
額外實收資本6,872 6,915 
赤字(2,888)(2,726)
累計其他綜合損失(933)(890)
股東權益總額2,860 3,112 
負債和股東權益總額$11,773 $12,163 
請參見未經審計的基本財務報表附註。
3
目錄
紐威爾品牌公司及其子公司
簡化的現金流量表（未經審計）
（金額以百萬美元計）
九個月已結束
九月三十日
20242023
來自經營活動的現金流：
淨虧損$(162)$(302)
爲使淨虧損與經營活動提供的淨現金保持一致而進行的調整：
折舊和攤銷245 240 
商譽、無形資產和其他資產減值266 274 
遞延所得稅(9)(108)
股票薪酬支出49 32 
養老金結算費— 66 
其他，淨額(7)(39)
運營帳戶的變化：
應收賬款238 26 
庫存(138)411 
應付賬款41 31 
應計負債和其他，淨額(177)48 
經營活動提供的淨現金346 679 
來自投資活動的現金流：
資本支出(163)(209)
出售已剝離業務和投資的收益14 — 
互換收益25 34 
其他投資活動，淨額17 28 
用於投資活動的淨現金(107)(147)
來自融資活動的現金流：
短期債務的還款額，淨額39 (244)
原始到期日超過90天的短期債務的收益431 — 
原始到期日超過90天的短期債務的付款(431)— 
長期債務的當期部分的付款— (2)
現金分紅(89)(155)
股權薪酬活動及其他，淨額(14)(4)
用於融資活動的淨現金(64)(405)
匯率對現金、現金等價物和限制性現金的影響(15)(8)
現金、現金等價物和限制性現金的增加160 119 
期初的現金、現金等價物和限制性現金361 303 
期末現金、現金等價物和限制性現金$521 $422 
補充披露：
期初的限制性現金$29 $16 
期末限制性現金27 26 
請參見未經審計的基本財務報表附註。
4
目錄
紐威爾品牌公司及其子公司
未經審計的股東權益壓縮的合併陳述
（金額爲百萬美元，每股金額除外）

普通股
股票		國庫
股票		資本公積金未分配赤字累計其他綜合損失股東權益總計
2024年6月30日餘額$441 $(631)$6,887 $(2,690)$(927)$3,080 
綜合虧損— — — (198)(6)(204)
普通股宣佈的分紅派息 - $0.07。
— — (31)— — (31)
股權補償，稅後1 (2)16 — — 15 
2024年9月30日的餘額$442 $(633)$6,872 $(2,888)$(933)$2,860 
2023年12月31日結餘爲$440 $(627)$6,915 $(2,726)$(890)$3,112 
綜合虧損— — — (162)(43)(205)
普通股股息宣佈 - $0.21。
— — (90)— — (90)
股權報酬，稅後2 (6)47 — — 43 
2024年9月30日的餘額$442 $(633)$6,872 $(2,888)$(933)$2,860 

普通股
股票		國庫
股票		資本公積金未分配赤字累計其他綜合收益（損失）股東權益總計
2023年6月30日的餘額$440 $(627)$6,945 $(2,422)$(1,021)$3,315 
綜合收益（損失）— — — (218)46 (172)
普通股分紅宣佈 - $0.07。
— — (29)— — (29)
股權補償，稅後— — 12 — — 12 
2023年9月30日結餘$440 $(627)$6,928 $(2,640)$(975)$3,126 
2022年12月31日結存餘額$439 $(623)$7,052 $(2,338)$(1,011)$3,519 
綜合收益（損失）— — — (302)36 (266)
普通股分紅派息宣佈 - $0.37。
— — (155)— — (155)
股權補償，稅後1 (4)31 — — 28 
2023年9月30日結餘$440 $(627)$6,928 $(2,640)$(975)$3,126 

請參見未經審計的基本財務報表附註。
5
目錄
紐威爾品牌公司及其子公司
未經審計的合併財務報表附註
腳註 1 — 列報基礎和重要會計政策

Newell Brands Inc.（以下簡稱「公司」）的附屬的未經審計的簡明合併基本報表，已根據美國證券交易委員會（以下簡稱「SEC」）的規定和法規編制，未包含完整基本報表所需的所有信息和註腳。據管理層意見，這些未經審計的簡明合併基本報表包含爲公平反映公司財務狀況和經營結果所需的一切調整（包括正常交易應計項目），這些基本報表應與公司最新的年度10-k表的基本報表及其附註一起閱讀。2023年12月31日的簡明合併資產負債表來源於當天的審計基本報表，但未包含完整基本報表所需的所有信息和註腳。某些往年金額已重新分類以符合當前年度的呈現方式。

估計和風險的使用

公司在編制簡明的合併財務報表時應用了美國通用會計準則，這需要廣泛使用估計和假設。公司繼續受到通貨膨脹壓力、全球需求疲軟、主要零售商專注於嚴格控制其庫存水平、高利率以及來自地緣政治衝突的間接宏觀經濟影響的影響。這些共同的宏觀經濟趨勢，其持續時間或嚴重程度高度不確定，仍在改變零售和消費者市場格局，並預計在當年繼續對公司的營運業績、現金流和財務狀況產生負面影響。隨着消費者繼續面臨價格普遍上漲和高利率，他們的自由支出和購買模式可能會繼續受到不利影響。這些因素的高度不確定性導致估計和假設具有更大的變異性和更主觀性。此外，公司在預測業務結果和現金流的固有估計和假設，這些估計和假設構成了對商譽和無限期無形資產減值測試報告單位公平價值確定的基礎，是管理無法控制的，包括利率、資本成本、稅率、行業增長、信用評級、外匯匯率和勞工通貨膨脹。儘管管理層已根據當前信息做出了最佳估計和假設，但由於這些因素的不確定性可能導致實際結果有重大差異，並可能需要對這些估計和假設做出未來更改，包括準備金，這可能導致未來費用或減值損失。

2024年第三季度，公司認定在家庭和商業解決方案（「H&CS」）以及學習和發展（「L&D」）領域的無限生存商標出現了觸發事件，這是由於預測現金流量的下調主要是因爲較低的成交量和盈利預期。公司進行了數量化減值測試，並確定H&CS和L&D領域的無限生存商標部分減值。2024年第三季度，公司爲無限生存商標錄得了總額爲$的非現金減值損失260 百萬美元，因爲賬面價值超過了其公允價值。請參見注釋6 第6腳註的公開文件。
季節變化

公司的產品銷售往往有季節性，第一季度的銷售額、營業收入和營業現金流通常會低於一年中任何其他季度，這主要是由於第一季度銷售量減少以及銷售產品的組合所致。公司銷售額的季節性結合固定成本的會計處理，例如折舊、攤銷、租金、人員成本和利息費用，會對公司的季度業績產生影響。此外，由於經營結果的季節性變化、年度績效支付的時間、客戶方案支付、運營資本需求和向客戶提供的信貸條件，公司通常會在一年中的第三和第四季度產生大部分營業現金流。此外，並未排除未來消費者和客戶需求模式的波動和方向以及通貨膨脹壓力的不確定性。因此，截至2024年9月30日的三個月和九個月的業績和現金流量可能並不一定反映預期的截至2024年12月31日期望的結果。

6
目錄
最近的會計聲明

美國通用會計準則的變更由財務會計準則委員會（「FASB」）以會計準則更新（「ASUs」）的形式制定到FASB的會計準則編碼（「ASC」）。公司考慮了最近發佈和擬議的ASUs的適用性和影響。

2023年11月，FASB發佈了ASU 2023-07，《分部報告（主題280）：報告性分部披露的改進》。 本次更新的修訂要求公共實體按年度和中期披露向實體首席營運決策者（「CODM」）定期提供的重大部門費用，按報告部門披露其他財務信息的性質和金額，以及CODM在評估部門績效和決定資源分配時使用的部門利潤或損失的任何額外衡量標準。ASU 2023-07中的修訂將於2023年12月15日後的開始的財政年度生效，以及2024年12月15日後的財政年度內的中期時段。公司不認爲採納ASU 2023-07會對其綜合財務報表產生實質影響。

2023年12月，FASB發佈了ASU 2023-09，《收入稅（主題740）：完善收入稅披露》。 該標準要求所有受所得稅影響的實體披露關於報告實體有效稅率和所支付所得稅的詳細信息。新的要求將從2024年12月15日後的年度期間開始生效。指導原則將以前瞻性的方式應用，並可以選擇回顧性地應用該標準。允許提前實施。公司預計採納ASU 2023-09不會對綜合財務報表產生重大影響。

採納新的會計準則

2020年3月，FASB發佈了ASU 2020-04，參考利率改革（主題848）：促進參考利率改革對財務報告的影響，併發布了對初始指南的後續修訂（總稱爲主題848）。主題848爲合同修改和與預計將取消的參考利率有關的某些避險關係提供了可選指導。在轉換爲替代參考利率時，公司將採用主題848。公司預計採用主題848不會對簡明合併財務報表產生重大影響。 「基準利率改革（話題848）：促進基準利率改革對財務報告的影響。」 2021年1月，FASB通過發佈ASU 2021-01澄清了該指導的範圍。 基準利率改革範圍ASU 2020-04爲符合一定條件的合同、套保關係和其他涉及倫敦同業拆借利率（「LIBOR」）或其他基準利率的交易提供了可選的讓步和例外。該ASU隨後通過發佈ASU 2022-06進行了進一步更新。 基準利率改革：推遲話題848的失效日期，延長了指導的失效日期。公司採納了ASU 2020-04，對其合併財務報表沒有重大影響。

2022年10月，FASB發佈了ASU 2022-04， 「供應商融資計劃（條目405-50）：披露供應商融資計劃義務。」 該ASU要求供應商融資計劃中的買方披露有關該計劃的充分信息，以便財務報表使用者更好地考慮這些計劃對實體的營運資本、流動性和現金流量的影響。該ASU自2022年12月15日之後開始的財政年度生效，但適用於2023年12月15日之後開始的財政年度的關於資料的滾動修訂。公司採納了ASU 2022-04，對其合併財務報表沒有實質影響。有關詳細信息，請參閱披露後文。

應收賬款銷售

2024年9月30日，與公司現有的某些客戶應收賬款的保理協議（「客戶應收賬款購買協議」）相關的應收賬款賬面金額約爲$290 百萬美元，比2023年12月31日的約增加$50 百萬美元。根據該協議進行的交易被視爲應收賬款銷售，已銷售的應收賬款在銷售交易時從簡明合併資產負債表中刪除。公司將從應收賬款銷售收到的款項分類爲經營性現金流，尚未提交給金融機構的應收賬款收款分類爲融資性現金流，在簡明合併現金流量表中。公司將折扣記錄爲綜合損益中的其他費用。

此外，公司通過全資特殊目的實體（「SPE」）擁有 三年 與金融機構達成協議，賣出不超過美元225 百萬，每年二月至四月之間，最高可達 $275 在所有其他時間均爲百萬美元，即在循環基礎上無追索權的某些其他客戶應收賬款（「應收賬款融資」）。根據應收賬款融資機制，該公司的某些子公司持續向SPE出售其源自美國的應收賬款，而SPE則向該金融機構出售應收賬款。SPE是一個可變利息實體，公司被視爲其主要受益人。SPE的唯一業務包括從公司的某些子公司購買應收賬款，然後將此類應收賬款轉讓給金融機構。儘管SPE已合併到公司的簡明合併財務報表中，但它是一個擁有獨立債權人的獨立法律實體。SPE 的資產不是
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可用於支付公司或其子公司的債權人。這些服務安排的公允價值以及賺取的費用都不重要。公司以從SPE出售給金融機構的應收款項作爲金融資產的銷售，並在公司的簡明合併資產負債表中取消了來自公司的應收賬款。截至2024年9月30日，出售給金融機構的未償帳戶應收餘額爲$140 百萬，比2023年12月31日增加了約$95 百萬。在應收賬款融資協議下收到的現金分類爲經營性現金流量，尚未提交給金融機構的應收賬款的回籠款項分類爲融資性現金流量在簡明合併現金流量表中。公司將折現記錄爲簡明合併利潤表中的其他費用淨額。

供應商融資計劃義務 我們與一家金融機構有一項供應商融資計劃（「SFP」），爲某些供應商提供選擇權，他們可以自行決定參與該計劃並出售應付款項以實現提前結算。參與資格的合格供應商與金融機構直接協商條款，我們不參與確定這些條款，也不是這些協議的當事方。我們與參與SFP的供應商發票相關的付款將根據原始發票直接支付給金融機構。在2024年6月29日和2023年12月30日的未經審計的簡明綜合資產負債表中，與SFP計劃相關的未償還款項以應付賬款的形式報告爲$

2024年6月，公司與第三方供應商達成安排，爲公司的供應商提供服務，在他們自行決定的情況下，將應收款項與各金融機構賣出，並由金融機構自行決定與第三方供應商簽訂參與供應商融資計劃的合同（「新SCF計劃」）。

公司及其供應商就採購的商品和服務達成合同條件，包括價格、數量和付款條件，無論供應商是否選擇參與新SCF計劃。供應商根據約定的合同條件向公司銷售商品或服務，並向公司開具相應的發票。參與新SCF計劃的供應商根據自己的自主選擇確定是否要將哪些發票出售給第三方供應商。供應商自願將發票納入新SCF計劃不會改變公司與供應商之間現有的合同條件。公司不會爲新SCF計劃提供任何擔保或押品，也不會對供應商決定參與新SCF計劃產生任何經濟利益。參與新SCF計劃的供應商應付款項計入簡明合併資產負債表的應付賬款中，向參與新SCF計劃的供應商支付的款項列爲簡明合併現金流量表中的經營性現金流。參與該計劃的供應商的付款條件平均約爲 119日。

在新SCF計劃之前，一家全球金融機構提供了自願供應鏈融資計劃（「前SCF計劃」），該計劃同樣允許供應商自行決定以無追索權的方式向金融機構出售公司應收的應收賬款。根據第二修正案（定義見下文），信貸循環基金（下文定義）下的一家同時參與前SCF計劃的貸款人根據信貸循環的條款爲其相關融資提供了擔保。參見 腳註 8 以獲取更多信息。2024年4月，公司行使了終止該金融機構以前的SCF計劃的權利。以前的 SCF 計劃於 2024 年 8 月終止。 終止未對公司的經營業績、財務狀況或流動性產生重大影響。曾經有 不 截至2024年9月30日，與前SCF計劃相關的未償還款項。

以下表格詳細列出了到第三方供應商的未償付款義務，以及參與新和以前的SCF項目的供應商相關活動：

2023年12月31日的餘額
$96 
參與供應商融資計劃的發票125 
支付給金融機構和第三方供應商的發票(207)
2024年9月30日餘額
$14 

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腳註 2 — 累計其他綜合收益（損失）

以下表格顯示了2024年9月30日結束的九個月中其他綜合收益（損失）（「AOCL」）按成分淨稅後變化（以百萬爲單位）：
外幣折算差額(2)
累計折算差額(2)
調整
養老金和
養老金和其他事後福利責任
成本
衍生品
金融
實驗室		AOCL
2023年12月31日結餘爲$(668)$(196)$(26)$(890)
其他綜合收益（損失）在再分類之前(62)6 5 (51)
重新分類的金額1 (1)8 8 
其他綜合收益（損失）的本期淨額(61)5 13 (43)
2024年9月30日的餘額$(729)$(191)$(13)$(933)

2024年和2023年9月30日結束的三個月和九個月的來自AOCL的再分類爲經營業績的(以百萬美元計算的)稅前收入支出：
三個月已結束
9月30日 		九個月已結束
9月30日
2024202320242023
累積翻譯調整 (1)
$1 $— $1 $— 
養老金和退休後福利計劃 (2)
(1)64 (2)69 
衍生金融工具 (3)
1 5 10 (3)
(1)請參閱規則13d-7(b)以獲取應抄送副本的其他各方。腳註 14的公開文件。
(2)請參閱規則13d-7(b)以獲取應抄送副本的其他各方。腳註10的公開文件。
(3)參見 腳註 9 以獲取更多信息。

指定期間分配給其他綜合收益組分的所得稅費用（利益）如下（單位：百萬）：

截至三個月結束
截至2023年9月30日年 度報告		九個月結束
2021年9月30日
2024202320242023
外幣翻譯調整$(21)$21 $(5)$3 
養老金和離退休福利支出1 15 3 16 
衍生金融工具(1)3 4 (2)
與AOCL相關的所得稅預計（利益）$(21)$39 $2 $17 


註釋 3 — 該公司基本記錄員工裁員費用，當這些費用是確定的，並且金額是可估計的或者當通知發出時，根據員工所在地區而有所不同。與取消未來利益的合同或合同終止相關的成本將於合同終止或使用終止日期之前的較早時間納入。其他退出相關成本應在收到時記錄。

爲了更好地將其資源與策略和運營模式對齊，並降低全球業務的成本結構，公司承諾根據需要進行重組計劃，如下所示：

組織改組計劃

2024年1月，公司宣佈組織架構調整，預計將強化公司的前端商業能力，如消費者理解和品牌溝通，以支持公司於2023年6月披露的「選擇何處開展業務」和「如何取得成功」的戰略選擇（「調整計劃」）。 除了提高問責制，調整計劃旨在釋放運營效率和成本節約，降低複雜度併爲再投資釋放資金。 作爲調整計劃的一部分，公司正在進行幾項運營模型變更，其中包括：成立跨職能品牌管理組織，重新調整業務部門財務以充分支持新的全球品牌管理模型，進一步簡化和標準化區域市場推廣組織，並將國內零售銷售團隊、數字技術團隊、與業務相關的會計人員、製造質量團隊以及人力資源功能集中到適當的中心化團隊以推動標準化、效率和規模化，採用「一個新奧偉」的方法。 公司還將進一步優化公司的房地產業佔地面積，並推進其他降低成本的舉措。 預計這些行動將於2024年底前實質性實施，視當地法律和協商而定
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與這些行動相關的重組和重組相關費用預計在區間內爲$757百萬90 百萬美元，並預計在2024年底前將實質性發生。 這些費用的估計主要包括現金補償支付和其他終止福利的$607百萬70 百萬美元，與辦公空間減少和整合相關的$117百萬16 百萬美元，以及其他費用約$4 百萬美元。該公司預計絕大部分合計費用將是現金支出。

公司於2024年第一季度開始組織重整活動。截至2024年9月30日的三個和九個月內，公司錄得了約$百萬的重組費用。1萬美元和32 百萬美元，分別。截至2024年9月30日的三個和九個月內，公司還錄得了與重整相關的約百萬美元的費用。2萬美元和10 百萬美元，分別，與重整計劃有關。自重整計劃開始以來，公司已累計計提了$百萬的費用。42 自成立以來，公司已累計計提了與重整計劃有關的$百萬費用。

2024年6月，作爲優化公司房地產佔地面積的一部分，該公司簽訂了位於佐治亞州亞特蘭大的公司總部新址的租賃協議，這將使其得以整合 五 不同的設施，並將該地區的員工聚集到一個地方。參見 腳註 5 以獲取更多信息。同樣在2024年6月，公司與一家無關的第三方簽訂了一項協議，出售和回租其目前的總部設施，該設施預計將在2024財年第四季度關閉。該公司打算在等待新設施的建成期間佔用現有設施，該設施預計將在2025財年上半年完工。管理層得出結論，當前總部設施的出售符合2024年6月30日歸類爲待售的標準。因此，公司將持有待售資產的賬面價值減記爲公允價值減去出售成本。在2024年第二季度，公司記錄的淨費用爲美元6 百萬美元包括與售後回租交易相關的低於市場租金的公允市值調整，該調整在截至2024年9月30日的九個月簡明合併運營報表中記入商譽、無形資產和其他資產減值。截至2024年9月30日，在簡明合併資產負債表中，待售標的資產歸類爲預付費用和其他流動資產。

網絡優化項目

2023年5月，公司宣佈了一項重組和節約成本計劃，旨在簡化和優化其美國北部分銷網絡（「網絡優化項目」），以改善公司的成本結構和運營利潤，同時保持對客戶和消費者履約的關注。公司於2023年第二季度啓動了網絡優化項目的實施，並預計到2024財年底將基本實施完成。網絡優化項目包括各種舉措，包括減少分銷中心總數、優化分佈位置，以及完成部分自動化投資，旨在進一步簡化公司的成本結構並最大化運營績效。公司目前估計，將發生約$377百萬49 百萬的重組和與網絡優化項目執行相關的費用，並預計這些費用將在2024年底前基本完成。這些費用估計主要包括約$87百萬11 百萬與現金解僱費用和其他終止福利以及約$297百萬38 百萬與工業場所削減相關。公司預計約$357百萬44 數百萬美元的總費用將作爲現金支出。

關於網絡優化項目，公司已記錄瞭如下所示期間的重組和重組相關費用（單位：百萬美元）：
截至三個月結束
截至2023年9月30日年 度報告		九個月結束
2021年9月30日		自成立以來發生的費用
2024202320242023
重組費用$— $3 $3 $5 $10 
與重組相關的費用5 4 13 12 29 
總費用$5 $7 $16 $17 $39 

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項目鳳凰

2023年1月，公司宣佈了一項重組和節約倡議（「鳳凰計劃」），旨在通過利用其規模進一步減少複雜性，簡化運營模式並推動運營效率，從而增強公司實力。鳳凰計劃於2023年底前基本實施，幷包括一系列旨在簡化組織結構、優化公司的房地產組合、集中公司的供應鏈職能（包括半導體、分銷、運輸和客戶服務），在關鍵國際地區過渡到統一的One Newell市場推廣模式，並降低企業管理費用的一系列倡議。公司預計將在與鳳凰計劃相關的重組和重組相關費用方面產生約$1007百萬130 百萬美元。這些費用主要包括$807百萬105 百萬美元的與解僱補償和其他終止福利相關的費用；$157百萬20 百萬美元的與辦公空間減少相關的費用；以及約$5 百萬美元的其他費用，包括與員工過渡和法律費用相關的費用。公司預計將產生約$957百萬120 百萬美元的總費用將是現金支出。雖然該計劃在2023年底基本完成，但隨着公司根據當地法規和諮詢要求完成剩餘行動，費用將繼續被確認。所有現金支付預計將在費用發生後的一年內支付。

關於鳳凰項目，公司爲以下所示時期記錄了重組和與重組相關的費用（金額以百萬計）：
Three Months Ended
September 30, 		Nine Months Ended
 September 30,		Incurred since inception
2024202320242023
Restructuring costs$1 $10 $2 $63 $80 
Restructuring-related costs2 5 7 15 26 
Total $3 $15 $9 $78 $106 

Restructuring charges, net and restructuring-related charges incurred from inception for the Realignment Plan, Network Optimization Project and Project Phoenix (collectively, the “Plans”) were as follows (in millions):

Severance and termination costsContract termination and other costsTotal restructuring
costs		Restructuring-related
costs		Total costs
Realignment Plan$31 $1 $32 $10 $42 
Network Optimization Project6 4 10 29 39 
Project Phoenix78 2 80 26 106 
$115 $7 $122 $65 $187 

Other Restructuring and Restructuring-Related Charges

The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives. The Company recorded $2 million and $3 million of other restructuring costs for the three and nine months ended September 30, 2024, respectively and $3 million and $8 million of other restructuring costs for the three and nine months ended September 30, 2023, respectively.

Restructuring-related charges are recorded in cost of products sold, selling, general and administrative expenses (“SG&A”) and impairment of other assets in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred. During the three months ended September 30, 2024 and 2023, the Company recorded other restructuring-related charges of $9 million and $16 million, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded other restructuring-related charges of $17 million and $28 million, respectively.

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Restructuring charges, net incurred by reportable business segments for all restructuring activities for the periods indicated and the total charges since inception for the Plans are as follows (in millions):
Three Months Ended
September 30, 		Nine Months Ended
 September 30,		Total incurred since inception of Plans
2024202320242023
Home and Commercial Solutions$(1)$10 $9 $37 $51 
Learning and Development4 3 12 14 25 
Outdoor and Recreation— — 3 8 14 
Corporate1 3 16 17 32 
$4 $16 $40 $76 $122 

Accrued restructuring costs for the nine months ended September 30, 2024 were as follows (in millions):
Balance at December 31, 2023Restructuring
Costs, Net		PaymentsBalance at
 September 30, 2024
Severance and termination costs$30 $36 $(49)$17 
Contract termination and other costs— 4 (4)— 
$30 $40 $(53)$17 

Accrued restructuring costs for the nine months ended September 30, 2023 were as follows (in millions):

Balance at December 31, 2022Restructuring
Costs, Net		PaymentsForeign
Currency
and Other		Balance at
 September 30, 2023
Severance and termination costs$7 $71 $(57)$— $21 
Contract termination and other costs— 5 (4)(1)— 
$7 $76 $(61)$(1)$21 


Footnote 4 — Inventories
Inventories are comprised of the following (in millions):
September 30, 2024December 31, 2023
Raw materials and supplies$202 $214 
Work-in-process158 173 
Finished products1,292 1,144 
$1,652 $1,531 

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Footnote 5 — Property, Plant and Equipment, Net
Property, plant and equipment, net, is comprised of the following (in millions):
September 30, 2024December 31, 2023
Land$70 $75 
Buildings and improvements653 678 
Machinery and equipment2,520 2,517 
3,243 3,270 
Less: Accumulated depreciation(2,090)(2,058)
$1,153 $1,212 

Depreciation expense was $47 million and $53 million for the three months ended September 30, 2024 and 2023, respectively, and $142 million and $158 million for the nine months ended September 30, 2024 and 2023, respectively.

In June 2024, the Company entered into an agreement for a right of use operating lease for its Corporate headquarters in Atlanta, Georgia, with an initial lease term of 14.5 years. During the third quarter of 2024, the Company took possession of certain floors of the leased facility and recorded a right of use asset and corresponding lease liability of approximately $17 million in the Condensed Consolidated Balance Sheet at September 30, 2024. The gross minimum contractual aggregate lease payments are approximately $106 million. See Footnote 3 for additional information.

Footnote 6 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the nine months ended September 30, 2024 is as follows (in millions):
September 30, 2024
Segments
Net Book Value at December 31, 2023
Foreign
Exchange
Gross
Carrying
Amount
Accumulated
Impairment
Charges
Net Book Value
Home and Commercial Solutions$747 $— $4,052 $(3,305)$747 
Learning and Development2,324 3 3,414 (1,087)2,327 
Outdoor and Recreation— — 788 (788)— 
$3,071 $3 $8,254 $(5,180)$3,074 

During the third quarter of 2023, the Company concluded that a triggering event had occurred for the goodwill associated with the Baby reporting unit in the L&D segment as a result of a downward revision of forecasted cash flows due to lower volume and profitability expectations, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired and recorded a non-cash impairment charge of $241 million as the carrying value of the reporting unit exceeded its fair value.

Other intangible assets, net, are comprised of the following (in millions):
September 30, 2024December 31, 2023
Gross
Carrying
Amount
Accumulated Amortization
Net Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
Tradenames — indefinite life (1)
$957 $— $957 $1,535 $— $1,535 
Tradenames — other (1)
551 (139)412 232 (105)127 
Capitalized software654 (538)116 628 (512)116 
Patents and intellectual property22 (21)1 22 (20)2 
Customer relationships and distributor channels1,075 (406)669 1,078 (370)708 
$3,259 $(1,104)$2,155 $3,495 $(1,007)$2,488 

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(1)In alignment with the Company’s strategy, the Company determined that certain tradenames with aggregate carrying values of $322 million no longer met the criteria to be classified as indefinite-lived tradenames effective January 1, 2024. The estimated useful lives range from 10 to 15 years, which will increase the Company’s annual amortization expense by $25 million, approximately $6 million quarterly (approximately $0.01 net loss per share per quarter).

Amortization expense for intangible assets was $34 million and $28 million for the three months ended September 30, 2024 and 2023, respectively, and $103 million and $82 million for the nine months ended September 30, 2024 and 2023, respectively.

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations. The Company performed quantitative impairment tests and determined that the indefinite-lived tradenames in the H&CS and L&D segments were impaired. During the third quarter of 2024, the Company recorded non-cash impairment charges of $190 million and $70 million for the indefinite-lived tradenames in the H&CS and L&D segments, respectively, as the carrying values exceeded their fair values.

In addition, the Company concluded that a triggering event had occurred for long-lived assets related to its Outdoor and Recreation (“O&R”) segment, as a result of a downward revision of forecasted cash flows primarily due to lower volume and profitability expectations. As a result, the Company estimated the future cash flows for the asset group and compared the sum of the undiscounted cash flows to the carrying value of the asset group. The Company concluded that the sum of the undiscounted cash flows was in excess of the asset group’s carrying value. As such, there was no impairment charge associated with the long-lived assets of the O&R segment.

During the third quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the O&R segment, as a result of a downward revision of forecasted cash flows due to market conditions, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the O&R segment was impaired. During the third quarter of 2023, the Company recorded a non-cash impairment charge of $22 million for the indefinite-lived tradename in the O&R segment, as the carrying value of the tradename exceeded its fair value.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Home Fragrance reporting unit in the H&CS segment, as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the second quarter of 2023, the Company recorded a non-cash impairment charge of $8 million, as the carrying value of the tradename exceeded its fair value.

Footnote 7 — Other Accrued Liabilities
Other accrued liabilities are comprised of the following (in millions):
September 30, 2024December 31, 2023
Customer accruals$608 $659 
Accrued compensation206 190 
Operating lease liabilities116 122 
Accrued interest expense112 74 
Accrued self-insurance liabilities, contingencies and warranty87 92 
Accrued income taxes58 89 
Accrued marketing and freight expenses59 71 
Other240 268 
$1,486 $1,565 

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Footnote 8 — Debt
Debt is comprised of the following at the dates indicated (in millions):
September 30, 2024December 31, 2023
4.00% senior notes due 2024 (1) (2)
$200 $198 
4.875% senior notes due 2025 (1)
499 498 
3.90% senior notes due 2025
47 47 
4.20% senior notes due 2026
1,981 1,980 
6.375% senior notes due 2027
494 488 
6.625% senior notes due 2029
493 486 
5.375% senior notes due 2036
417 417 
5.50% senior notes due 2046
658 658 
Revolving credit facility (1)
170 131 
Other debt2 1 
Total debt
4,961 4,904 
Short-term debt and current portion of long-term debt(869)(329)
Long-term debt$4,092 $4,575 
(1)Included in short-term debt and current portion of long-term debt at September 30, 2024.
(2)Included in short-term debt and current portion of long-term debt at December 31, 2023.

Senior Notes

On February 9, 2024, Moody’s Corporation (“Moody’s”) downgraded the Company’s senior unsecured debt rating to “Ba3”. As a result of Moody’s downgrade, certain of the Company’s outstanding senior notes currently aggregating to approximately $3.1 billion (the “Coupon-Step Notes”) were subject to an interest rate increase of 25 basis points. The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $8 million on an annualized basis (approximately $6 million in 2024).

On February 14, 2024, S&P Global Inc. (“S&P”) downgraded the Company’s debt rating to “BB-”. As a result of the S&P downgrade, the Coupon-Step Notes were subject to an additional interest rate increase of 25 basis points. The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $8 million on an annualized basis (approximately $6 million in 2024).

The S&P and Moody’s downgrades will collectively increase the Company’s interest expense by approximately $16 million in the aggregate on an annualized basis (approximately $12 million in 2024).

Revolving Credit Facility

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

On February 7, 2024, the Company, certain of its subsidiaries, as subsidiary borrowers, and certain of its subsidiaries, as subsidiary guarantors, entered into a second amendment to the Credit Revolver agreement (the “Second Amendment”). The Second Amendment, among other things, (i) reduced the commitments of the lenders from $1.5 billion to $1.0 billion, (ii) replaced the Company’s existing financial covenants with new financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Second Amendment), (iii) required the Company and certain of the Company’s domestic and foreign subsidiaries (collectively the “Guarantors”) to guarantee all obligations under the Credit Revolver including, without limitation, obligations in respect of extensions of credit to any of the borrowers, certain hedging obligations, certain cash management obligations, and certain supply chain financing obligations, and (iv) required the Company and the other Guarantors to grant a lien and security interest in certain of its assets consisting of eligible accounts receivable, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to
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certain limitations. See Footnote 1 for further information with respect to the Company’s SCF Programs.

The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At September 30, 2024, the Company had $170 million of outstanding borrowings under the Credit Revolver and approximately $29 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $801 million.

Other

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum collateral coverage and net leverage ratios.

Weighted average interest rates are as follows:
Three Months Ended
September 30, 		Nine Months Ended
 September 30,
2024202320242023
Total debt5.8 %5.1 %5.8 %5.1 %
Short-term debt7.9 %7.7 %7.8 %6.8 %


The fair value of the Company’s senior notes are based upon prices of similar instruments in the marketplace and are as follows (in millions):
September 30, 2024December 31, 2023
Fair ValueBook ValueFair ValueBook Value
Senior notes$4,753 $4,789 $4,633 $4,772 

The carrying amounts of all other debt approximates fair value.

Footnote 9 —Derivatives

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

Interest Rate Contracts

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

Fair Value Hedges

At September 30, 2024, the Company had approximately $1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against $500 million of principal on the 6.375% senior notes due 2027, $500 million of principal on the 6.625% senior notes due 2029 and $100 million of principal on the 4.000% senior notes due 2024 for the remaining life of the notes. The benchmark interest rate for the $100 million floating swap and associated fair value hedge was amended for a change in benchmark interest rate from LIBOR to Secured Overnight Financing Rate (“SOFR”), effective June 1, 2023, accounted for in accordance with ASC 848. See Footnote 1 for further information. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

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Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. The Company has three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, with an aggregate notional amount of $1.3 billion. Each of these cross-currency swaps was designated as a net investment hedge of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest. The Company has two additional cross-currency swaps, maturing in September 2027 and September 2029, with an aggregate notional amount of $1.0 billion. These swaps were also designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a floating rate of Euro-based interest and receives a floating rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the three months ended September 30, 2024 and 2023, the Company recognized income of $9 million for both periods and income of $26 million and $30 million for the nine months ended September 30, 2024 and 2023, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through June 2025. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item. At September 30, 2024, the Company had approximately $190 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 September 30, 2024, the Company had approximately $955 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through June 2025. Fair market value gains or losses are included in the results of operations and are classified in other expense, net in the Company’s Condensed Consolidated Statement of Operations.

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The following table presents the fair value of derivative financial instruments at the dates indicated (in millions):
Fair Value of Derivatives
Assets (Liabilities)
Balance Sheet LocationSeptember 30, 2024December 31, 2023
Derivatives designated as effective hedges:
Cash Flow Hedges
Foreign currency contractsPrepaid expenses and other current assets$1 $1 
Foreign currency contractsOther accrued liabilities(4)(13)
Fair Value Hedges
Interest rate swapsOther assets1 — 
Interest rate swapsOther accrued liabilities(7)(15)
Interest rate swapsOther noncurrent liabilities— (4)
Net Investment Hedges
Cross-currency swapsPrepaid expenses and other current assets13 22 
Cross-currency swapsOther assets13 15 
Cross-currency swapsOther accrued liabilities(15)— 
Cross-currency swapsOther noncurrent liabilities(114)(119)
Derivatives not designated as effective hedges:
Foreign currency contractsPrepaid expenses and other current assets7 7 
Foreign currency contractsOther accrued liabilities(11)(14)
Total$(116)$(120)

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

Three Months
 Ended
September 30, 2024		Three Months
 Ended
September 30, 2023
Gain/(Loss)Gain/(Loss)
Location of gain /(loss) recognized in income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Interest rate swapsInterest expense, net$— $(1)$— $(2)
Foreign currency contractsNet sales and cost of products sold(3)— 6 (3)
Cross-currency swapsOther expense, net(88)— 86 — 
Total$(91)$(1)$92 $(5)
Nine Months
 Ended
September 30, 2024		Nine Months
 Ended
September 30, 2023
Gain/(Loss)Gain/(Loss)
Location of gain (loss) recognized in income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Recognized
in OCI
(effective portion)
Reclassified
from AOCL
to Income
Interest rate swaps
Interest expense, net$— $(4)$— $(4)
Foreign currency contracts
Net sales and cost of products sold7 (6)(8)7 
Cross-currency swaps
Other expense, net(22)— 16 — 
Total$(15)$(10)$8 $3 
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At September 30, 2024, net deferred losses of approximately $1 million within AOCL are expected to be reclassified to earnings over the next twelve months.

During the three months ended September 30, 2024 and 2023, the Company recognized in other expense, net, expense of $10 million and income of $15 million, respectively and expense of $1 million and $3 million during the nine months ended September 30, 2024 and 2023, respectively, related to derivatives that are not designated as hedging instruments. Gains and losses on these derivatives are mostly offset by foreign currency movement in the underlying exposure.

The Company is not a party to any derivative agreements that require collateral to be posted prior to settlement. See Footnote 8 for further information describing the guarantee of certain hedging obligations granted pursuant to the Second Amendment of the Credit Revolver.

Footnote 10 — Employee Benefit and Retirement Plans

The components of pension and postretirement benefit (income) expense for the periods indicated, are as follows (in millions):
Pension Benefits
U.S.InternationalU.S.International
Three Months Ended September 30,Nine Months Ended September 30,
20242023202420232024202320242023
Service cost$— $— $1 $— $— $— $3 $2 
Interest cost8 11 2 5 25 34 6 13 
Expected return on plan assets(12)(13)(2)(3)(35)(41)(5)(9)
Amortization— 1 1 4 — 3 1 5 
Settlements— — — 61 — — 1 66 
Total (income) expense$(4)$(1)$2 $67 $(10)$(4)$6 $77 
Postretirement Benefits
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024202320242023
Interest cost$1 $1 $1 $1 
Amortization(2)(2)(4)(5)
Total income$(1)$(1)$(3)$(4)

Other

In January 2024, the Company received a court ruling with respect to determining the benefits certain pensioners related to an international subsidiary were entitled to receive upon converting their defined benefit to a defined contribution. As the legal proceeding is concluded, the Company reduced its underlying pension obligation by approximately $11 million, with a corresponding offset to AOCL.

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Footnote 11 — Income Taxes

The Company’s effective income tax rates for the three months ended September 30, 2024 and 2023 were benefit of 3.4% and 26.8%, respectively, and benefit of 10.5% and 20.3% for the nine months ended September 30, 2024 and 2023, respectively.

The differences between the U.S. federal statutory income tax rate of 21.0% and the Company’s effective income tax rate for the three and nine months ended September 30, 2024 and 2023 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S. based on foreign earnings. For the three and nine months ended September 30, 2024 these items increased the tax rate more than the prior period due to the lower forecasted pretax book income. In periods where forecasted pretax income is low, the proportional impact of these items on the effective tax rate may be significant.

The three and nine months ended September 30, 2024 were impacted by certain discrete items. Income tax benefit for the three months ended September 30, 2024 included discrete benefits of $44 million associated with non-cash impairment charges, offset by $3 million of additional income tax expense. The nine months ended September 30, 2024 also included certain discrete items including a benefit of $64 million associated with a reduction in liabilities for unrecognized tax benefits, as a result of the tax authorities’ examination of its U.S. tax returns for the years 2011 to 2015, as further described hereafter, and its Brazil tax returns for the years 2015 to 2017, offset by $7 million of additional tax related to withholding taxes associated with certain previously taxed earnings that are no longer indefinitely reinvested, $8 million of interest expense associated with uncertain tax liabilities and $3 million of additional income tax expense.

The three and nine months ended September 30, 2023 were also impacted by certain discrete items. Income tax expense for the three months ended September 30, 2023 included discrete tax benefits of $71 million due to the release of a deferred tax liability related to a U.S. legal entity reorganization, $10 million due to the filing of tax returns in various jurisdictions, $16 million associated with impairment charges and $18 million due to the settlement of the U.K. pension plan. The nine months ended September 30, 2023 also included certain discrete items totaling $10 million of additional income tax expense.
On May 14, 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the Internal Revenue Service (“IRS”) for the tax years 2011 to 2015. The Company agreed to certain adjustments raised by the IRS through the Notice. Accordingly, the Company has concluded that various income tax positions taken by the Company have been effectively settled, with the exception of the matter the Company intends to dispute as further described hereafter. The Company will pay the IRS approximately $22 million for additional income taxes and interest. As a result, the Company has reduced its liability for unrecognized tax benefits for this amount, recorded in other noncurrent liabilities in the Condensed Consolidated Balance Sheets, with a corresponding increase to its current income tax liability.

On July 19, 2024, the Company filed a petition in the U.S. Tax Court disputing the proposed assessment of $80 million in additional taxes plus $34 million in penalties plus the additional interest calculated upon final settlement related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 to 2015. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result. If the IRS prevails in the assessment of additional tax, interest and penalties in excess of the Company’s current reserves, such outcome could have a material adverse effect on the Company’s financial position and results.

The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2017 to 2020, as well as certain state and non-U.S. income tax returns for various years, are under examination. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2011 and for 2016. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016.

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Footnote 12 — Weighted Average Shares Outstanding
The computations of the weighted average shares outstanding for the periods indicated are as follows (in millions):
Three Months Ended
September 30, 		Nine Months Ended
 September 30,
2024202320242023
Basic weighted average shares outstanding416.0 414.2 415.3 414.1 
Dilutive securities (1)
— — — — 
Diluted weighted average shares outstanding416.0 414.2 415.3 414.1 

(1)The three and nine months ended September 30, 2024 excludes 2.5 million and 2.8 million, respectively, of potentially dilutive share-based awards and the three and nine months ended September 30, 2023 excludes 2.1 million and 1.5 million, respectively, of potentially dilutive share-based awards, as their effect would be anti-dilutive.

At September 30, 2024 and 2023, there were 0.7 million and 0.8 million, respectively, potentially dilutive stock awards with performance-based targets that were not met and as such, have been excluded from the computation of diluted earnings per share.

Footnote 13 — Share-Based Compensation

During the nine months ended September 30, 2024, primarily in connection with its annual grant, the Company granted 1.7 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $13 million. These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest primarily at the end of a three-year period, subject to continued employment. The actual number of shares that will ultimately be paid upon vesting is dependent on the level of achievement of the specified performance conditions.

During the nine months ended September 30, 2024, primarily in connection with its annual grant, the Company also granted 5.8 million time-based RSUs with an aggregate grant date fair value of $45 million. These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in annual installments primarily over a three-year period, subject to continued employment.

Footnote 14 — Fair Value Disclosures
Recurring Fair Value Measurements
The following table presents the Company’s non-pension financial assets and liabilities, which are measured at fair value on a recurring basis (in millions):
September 30, 2024December 31, 2023
Fair value Asset (Liability)Fair value Asset (Liability)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Derivatives:
Assets$— $35 $— $35 $— $45 $— $45 
Liabilities— (151)— (151)— (165)— (165)
Investment securities, including mutual funds
3 — — 3 14 — — 14 

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

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Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. The fair values of the Company’s debt and derivative instruments are disclosed in Footnote 8 and Footnote 9, respectively.

In 2019, the Company acquired an equity investment in a publicly traded Asian writing business, which is traded on an active exchange and therefore has a readily determinable fair value. During the third quarter of 2024, the Company sold all its equity interest in the open market for proceeds of approximately $11 million and recorded a loss of approximately $2 million within other expense, net in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024.

Nonrecurring Fair Value Measurements

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

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

During the third quarter of 2024, indefinite-lived tradenames in the H&CS and L&D segments were recorded at fair value based upon the Company’s impairment testing. The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company’s intangible assets are discount rates. The discount rates used in the measurements of the indefinite-lived tradenames were 11.0% and 7.5% for the H&CS and L&D indefinite-lived tradenames, respectively.

The Company fair valued the indefinite-lived tradenames within the H&CS and L&D segments at $301 million and $65 million, respectively, on a non-recurring basis in connection with triggering events that occurred during the third quarter of 2024. See Footnotes 1 and 6, for further information.


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Footnote 15 — Segment Information

The Company’s three reportable segments are:

SegmentKey BrandsDescription of Primary Products
Home and Commercial Solutions
Ball(1), Calphalon, Crockpot, FoodSaver, Mapa, Mr. Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle
Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products
Learning and  DevelopmentDymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and SharpieBaby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions
Outdoor and RecreationCampingaz, Coleman, Contigo and MarmotActive lifestyle products for outdoor and outdoor-related activities; technical apparel and on-the-go beverageware
(1) Ball Logo.gif and Ball® TM of Ball Corporation, used under license.

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

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

Three Months Ended
September 30, 		Nine Months Ended
 September 30,
2024202320242023
 Net sales (1)
Home and Commercial Solutions$1,047 $1,123 $2,902 $3,152 
Learning and Development717 694 2,089 2,071 
Outdoor and Recreation183 231 642 834 
$1,947 $2,048 $5,633 $6,057 
 Operating income (loss) (2)
Home and Commercial Solutions$(94)$64 $(30)$6 
Learning and Development75 (127)374 133 
Outdoor and Recreation(23)(42)(52)(38)
Corporate(79)(54)(234)(176)
$(121)$(159)$58 $(75)
September 30, 2024December 31, 2023
Segment assets
Home and Commercial Solutions$4,460 $4,713 
Learning and Development3,921 4,111 
Outdoor and Recreation580 687 
Corporate2,812 2,652 
$11,773 $12,163 

(1)All intercompany transactions have been eliminated.
(2)Operating income (loss) by segment is net sales less cost of products sold, SG&A, restructuring and impairment of goodwill, intangibles and other assets. Certain Corporate expenses of an operational nature are allocated to business segments primarily on a net sales basis. Corporate depreciation and amortization is allocated to the segments on a percentage of net sales basis and included in segment operating income (loss).
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The following table disaggregates revenue by major product grouping source for the periods indicated (in millions):
Three Months Ended
September 30, 		Nine Months Ended
 September 30,
2024202320242023
Commercial$355 $368 $1,028 $1,094 
Kitchen527 578 1,461 1,586 
Home Fragrance165 177 413 472 
Home and Commercial Solutions 1,047 1,123 2,902 3,152 
Baby280 246 751 714 
Writing437 448 1,338 1,357 
Learning and Development717 694 2,089 2,071 
Outdoor and Recreation183 231 642 834 
$1,947 $2,048 $5,633 $6,057 

The following table disaggregates revenue by geography for the periods indicated (in millions):
Three Months Ended September 30,
20242023
North
America		InternationalTOTALNorth
America		InternationalTOTAL
Home and Commercial Solutions$691 $356 $1,047 $764 $359 $1,123 
Learning and Development531 186 717 501 193 694 
Outdoor and Recreation97 86 183 131 100 231 
$1,319 $628 $1,947 $1,396 $652 $2,048 
Nine Months Ended September 30,
20242023
North
America		InternationalTOTALNorth
America		InternationalTOTAL
Home and Commercial Solutions $1,892 $1,010 $2,902 $2,105 $1,047 $3,152 
Learning and Development1,552 537 2,089 1,505 566 2,071 
Outdoor and Recreation340 302 642 465 369 834 
$3,784 $1,849 $5,633 $4,075 $1,982 $6,057 

Footnote 16 — Litigation and Contingencies

The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. Some of the legal proceedings include claims for punitive as well as compensatory damages. In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities. The Company previously disclosed that it had received a subpoena and related informal document requests from the SEC primarily relating to its sales practices and certain accounting matters, which related to the time period between third quarter of fiscal year 2016 and second quarter of fiscal year 2017. On September 29, 2023, the Company entered into a settlement with the SEC, which concluded the investigation of the Company. Under the terms of the settlement, the Company neither admitted nor denied the SEC’s findings and agreed to pay a civil penalty of approximately $13 million, which did not have a material effect on the
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Company’s Condensed Consolidated Financial Statements. Further, on June 30, 2021, the Company received a subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S. Treasury and the IRS’s temporary regulations under IRC Section 245A, as enacted by the 2017 U.S. Tax Reform Legislation and IRC Section 954(c)(6) (the “Temporary Regulations”), as well as the August 21, 2020 finalized versions of the Temporary Regulations.

Environmental Matters

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

The Company’s estimate of environmental remediation costs associated with these matters at September 30, 2024 was $37 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Lower Passaic River Matter

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

In September 2017, the U.S. EPA announced an allocation process involving roughly 80 Unit 2 General Notice Letter recipients, with the intent of offering cash-out settlements to a number of parties (the “U.S. EPA Settlement”). The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties. On December 16, 2022, the U.S. EPA simultaneously filed a complaint and lodged a Consent Decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4. On January 17, 2024, following review of public comments, the U.S. EPA filed an amended complaint and lodged a modified Consent Decree. U.S. EPA filed a motion to enter the modified Consent Decree on January 31, 2024. As of the date of this filing, the Company does not expect that its allocation in the U.S. EPA Settlement relating to Unit 2 and Unit 4, if the settlement is finalized, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”) sued over 100 parties, including the Company Parties, in the U.S. District Court in New Jersey pursuant to CERCLA, requesting cost recovery, contribution, and a declaratory judgement. The defendants, in turn, filed claims against 42 third-party defendants, and filed counterclaims against OCC (collectively, the “OCC Litigation”). The primary focus of the OCC Litigation has been certain past and future costs for investigation, design and remediation of Units 2 and 4. However, OCC has stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S. EPA has selected the Newark Bay remedy. OCC has also stated that it may broaden its claims in the future after completion of the Natural Resource Damage Assessment described below. In March 2023, the Court granted an unopposed motion to stay the OCC Litigation. On January 5, 2024, the Court granted a motion to extend the
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stay pending the Court’s adjudication of the then anticipated, and currently pending, motion to enter the amended Consent Decree embodying the U.S. EPA Settlement. At this time, the Company cannot predict the eventual outcome of the OCC Litigation.

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

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

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

Other Matters

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

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

Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 16.

At September 30, 2024, the Company had approximately $48 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of Newell Brands Inc.’s (“Newell Brands,” the “Company,” “we,” “us” or “our”) consolidated financial condition and results of operations. The discussion should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:
•the Company’s ability to optimize costs and cash flow and mitigate the impact of soft global demand and retailer inventory rebalancing through discretionary and overhead spend management, advertising and promotion expense optimization, demand forecast and supply plan adjustments and actions to improve working capital;
•the Company’s dependence on the strength of retail and consumer demand and commercial and industrial sectors of the economy in various countries around the world;
•the Company’s ability to improve productivity, reduce complexity and streamline operations;
•risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;
•competition with other manufacturers and distributors of consumer products;
•major retailers’ strong bargaining power and consolidation of the Company’s customers;
•supply chain and operational disruptions in the markets in which we operate, including as a result of geopolitical and macroeconomic conditions and any global military conflicts including those between Russia and Ukraine and in the Middle East;
•changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner;
•the Company’s ability to effectively execute its turnaround plan, including Project Ovid, Project Phoenix, the Network Optimization Project and the Realignment Plan;
•the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend;
•the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions;
•future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges;
•unexpected costs or expenses associated with dispositions;
•the cost and outcomes of governmental investigations, inspections, lawsuits, legislative requests or other actions by third parties, including but not limited to those described in Footnote 16 of the Notes to Unaudited Condensed Consolidated Financial Statements, the potential outcomes of which could exceed policy limits, to the extent insured;
•the Company’s ability to remediate the material weaknesses in internal control over financial reporting and to maintain effective internal control over financial reporting;
•a failure or breach of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s service providers;
•the impact of United States and foreign regulations on the Company’s operations, including the impact of tariffs and environmental remediation costs and legislation and regulatory actions related to product safety, data privacy and climate change;
•the potential inability to attract, retain and motivate key employees;
•changes in tax laws and the resolution of tax contingencies resulting in additional tax liabilities;
•product liability, product recalls or related regulatory actions;
•the Company’s ability to protect its intellectual property rights;
•significant increases in the funding obligations related to the Company’s pension plans; and
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•other factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings.

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

Overview

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments. The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.

Business Strategy

Following a comprehensive assessment of key capabilities, effective the second quarter of 2023, the leadership team began implementing an integrated set of new “where to play” and “how to win” strategy choices designed to enable the Company to leverage the scale of the portfolio, while further building upon its operational foundation and strengthening its front-end capabilities.

As part of its strategy, the Company is focused on:

•Driving meaningful improvement in front-end capabilities, including consumer understanding, brand management, brand communications, innovation and go-to-market execution;
•Disproportionately investing in the Company’s largest and most profitable brands, fastest-growing channels and key geographies;
•Turning the Company’s scale into a competitive advantage, enabling cost savings that provide fuel for reinvestment; and
•Transitioning to a high-performance organization as the Company transforms its culture.

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

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative is Project Ovid, a multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies. Project Ovid was designed to optimize the Company’s distribution network by creating a single integrated supply chain from 23 business-unit-centric supply chains. The Company continues to implement the remaining phases of this initiative.

In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment. The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the end of fiscal year 2024. The Company currently estimates that it will incur approximately $37 million to $49 million in restructuring and restructuring-related charges associated with the execution of the Network Optimization Project. The Company also expects to incur $30 million to $40 million in capital expenditures related to the Network Optimization Project.

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies. The Company commenced reducing headcount during the first quarter of 2023, and while the program was mostly completed by the end of 2023, charges will continue to be recognized as the Company completes remaining actions in accordance
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with local regulations and consultation requirements. The Company estimates that it will incur approximately $100 million to $130 million in restructuring and restructuring-related charges in connection with Project Phoenix.

In January 2024, the Company announced an organizational realignment, which is expected to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”). In addition to improving accountability, the Realignment Plan is designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment. As part of the Realignment Plan, the Company is making several operating model changes, which entail: standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach. The Company will also further optimize the Company’s real estate footprint and pursue other cost reduction initiatives. These actions are expected to be substantially implemented by the end of 2024, subject to local law and consultation requirements. The Company estimates that it will incur approximately $75 million to $90 million in restructuring and restructuring-related charges in connection with the Realignment Plan.

In addition, the Company continues to review its operating footprint and non-core brands, which will result in future restructuring and restructuring-related charges.

Organizational Structure

The Company implemented an operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company, the chief operating decision maker (“CODM”) reviews the businesses as three operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation.

The Company’s three reportable segments are the following:

SegmentKey BrandsDescription of Primary Products
Home and Commercial Solutions
Ball(1), Calphalon, Crockpot, FoodSaver, Mapa, Mr. Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle
Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products
Learning and  DevelopmentDymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and SharpieBaby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions
Outdoor and RecreationCampingaz, Coleman, Contigo and MarmotActive lifestyle products for outdoor and outdoor-related activities; technical apparel and on-the-go beverageware
(1)Ball Logo.gif and Ball® TM of Ball Corporation, used under license.

This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate. See Footnote 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Recent Developments

Current Macroeconomic Conditions

The Company continues to be impacted by soft global demand, major retailers’ focus on tight control over inventory levels, inflationary pressures, elevated interest rates and indirect macroeconomic impacts from geopolitical conflicts. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail and consumer landscape and are expected to continue to negatively impact the Company’s operating results, cash flows and financial condition during the current year.

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

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

Geopolitical Conflicts

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

Organizational Realignment Plan

In January 2024, the Company announced the Realignment Plan, which is expected to strengthen the Company’s front-end commercial capabilities, as further described in the preceding section. The Company initiated the Realignment Plan during the first quarter of 2024. For the three and nine months ended September 30, 2024 the Company recorded restructuring charges of $1 million and $32 million, respectively. The Company also recorded restructuring-related costs of $2 million and $10 million for the three and nine months ended September 30, 2024, respectively. See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

In June 2024, as part of optimizing the Company’s real estate footprint, the Company entered into a lease agreement for a new location of its Corporate headquarters in Atlanta, Georgia, which will allow it to consolidate five different facilities and bring together employees in the area into a single location. Also in June 2024, the Company entered into an agreement with an unrelated third party to sell and leaseback its current headquarters facility, which is expected to close during the fourth quarter of fiscal year 2024. The Company intends to occupy the current facility while conducting the build-out of the new facility, which is anticipated to be completed during the first half of fiscal year 2025.

Reclassification of Indefinite-Lived Tradenames

In alignment with the Company’s strategy, the Company determined that certain tradenames with aggregate carrying values of $322 million no longer met the criteria to be classified as indefinite-lived tradenames effective January 1, 2024. The estimated useful lives range from 10 to 15 years, which will increase the Company’s annual amortization expense by $25 million, approximately $6 million quarterly. See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Intangible Asset Impairment

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the Home and Commercial Solutions (“H&CS”) and Learning and Development (“L&D”) segments, as a result of downward revision of forecasted cash flows primarily due to lower volume and profitability expectations. The Company performed quantitative impairment tests and determined that indefinite-lived tradenames in the H&CS and L&D segments were impaired. During the third quarter of 2024, the Company recorded an aggregate non-cash impairment charge of $260 million for the indefinite-lived tradenames, as the carrying values exceeded their fair values. See Footnotes 1 and 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements and Significant Accounting Policies and Critical Estimates for further information.
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Amendment to Credit Revolver

The Company had a $1.5 billion senior unsecured revolving credit facility (the “Credit Revolver”) maturing in August 2027. On February 7, 2024, the Company entered into a second amendment to the Credit Revolver agreement. The second amendment reduced the commitments of the lenders from $1.5 billion to $1.0 billion; replaced existing financial covenants with new covenants, including a collateral coverage ratio and total net leverage ratio; provided a guarantee by the Company and certain subsidiaries of all obligations under the Credit Revolver, including certain hedging obligations, cash management obligations, and supply chain financing obligations; and granted the lenders under the Credit Revolver a security interest in certain eligible assets and all products and proceeds of the foregoing, subject to certain limitations. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Debt Rating Downgrades

During February 2024, Moody’s Corporation and S&P Global Inc. downgraded the Company’s senior unsecured debt rating to “Ba3” and “BB-”, respectively, which resulted in an interest rate increase of 25 basis points from each rating downgrade. The change to the interest rates as a result of both downgrades will increase the Company’s interest expense by $16 million on an annualized basis (approximately $12 million in 2024). See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Results of Operations

Three Months Ended September 30, 2024 vs. Three Months Ended September 30, 2023

Consolidated Operating Results
Three Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$1,947 $2,048 $(101)(4.9)%
Gross profit679 621 58 9.3%
Gross margin34.9 %30.3 %
Operating loss(121)(159)38 23.9%
Operating margin(6.2)%(7.8)%
Interest expense, net75 69 6 8.7%
Other expense, net9 70 (61)(87.1)%
Loss before income taxes(205)(298)93 31.2%
Income tax benefit(7)(80)73 91.3%
Income tax rate3.4 %26.8 %
Net loss$(198)$(218)$20 9.2%
Diluted loss per share$(0.48)$(0.53)

Net sales for the three months ended September 30, 2024 decreased 5%. Net sales were unfavorably impacted by soft global demand, net distribution losses and product line exits, primarily in the H&CS segment, offset by pricing, mainly in international markets to offset inflation and currency movement. Changes in foreign currency unfavorably impacted net sales by $57 million, or 3%.

Gross profit increased 9% and gross margin improved to 34.9% as compared with 30.3% in the prior year period. The increase in gross profit was driven by productivity and lower restructuring-related charges of $5 million, partially offset by lower net sales, as discussed above and inflation. Changes in foreign currency exchange rates unfavorably impacted gross profit by $21 million, or 3%.

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Notable items, other than those noted above, impacting operating loss for the three months ended September 30, 2024 and 2023 are as follows:
Three Months Ended
September 30,
20242023$ Change
Restructuring and restructuring-related costs (See Footnote 3) (a) (b)
$22 $41 $(19)
Transaction costs and other (c)
6 3 3 
Impairment of goodwill and intangible assets (See Footnote 6)
260 263 (3)
Amortization of acquired intangibles (See Footnote 6)
25 19 6 

(a)Restructuring-related costs reported in cost of products sold and selling, general and administrative expenses (“SG&A”) for the three months ended September 30, 2024 were $13 million and $5 million, respectively, and primarily relate to facility closures. For the three months ended September 30, 2023, restructuring-related costs reported in cost of products sold and SG&A were $18 million and $7 million, respectively, primarily related to facility closures. Restructuring costs were $4 million and $16 million for the three months ended September 30, 2024 and 2023, respectively.
(b)Restructuring-related costs during the three months ended September 30, 2024 related to Project Phoenix, Network Optimization Project, Realignment Plan and other discrete programs were $2 million, $5 million, $2 million and $9 million, respectively.
(c)Transaction costs and other for the three months ended September 30, 2024 primarily related to accelerated amortization and write-off of other assets associated with integration projects. For the three months ended September 30, 2023 transaction and other costs primarily related to expenses associated with certain legal proceedings.

Operating loss was $121 million as compared to $159 million in the prior year period. The improvement reflects the impact of higher gross profit of $58 million discussed above, savings from restructuring actions primarily from Project Phoenix and the Realignment Plan, and lower restructuring and restructuring-related charges of $19 million. These increases were partially offset by higher incentive compensation expense of $22 million, higher advertising and promotion costs of $3 million, and additional amortization of certain tradenames of $6 million.

Interest expense, net increased primarily due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended September 30, 2024 and 2023 were approximately 5.8% and 5.1%, respectively. See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Other expense, net for three months ended September 30, 2024 and 2023 includes the following items:

Three Months Ended
September 30,
20242023
Foreign exchange losses, net$6 $5 
Loss on disposition of investment2 — 
Pension settlement costs— 61 
Discount on factored receivables and other, net1 4 
$9 $70 

Income tax benefit for the three months ended September 30, 2024 was $7 million as compared to benefit of $80 million for the three months ended September 30, 2023. The effective tax rate for the three months ended September 30, 2024 was 3.4%, due to decreased tax discrete benefits. For the three months ended September 30, 2023 the effective tax rate was 26.8%.

See Footnote 11 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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Business Segment Operating Results

Home and Commercial Solutions

Three Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$1,047 $1,123 $(76)(6.8)%
Operating income (loss)(94)64 (158)NM
Operating margin(9.0)%5.7 %
NM - NOT MEANINGFUL

H&CS net sales for the three months ended September 30, 2024 decreased 7%, which reflected soft global demand across all businesses, as well as product line exits and distribution losses, partially offset by pricing actions. Changes in foreign currency unfavorably impacted net sales by $41 million, or 4%.

Operating loss for the three months ended September 30, 2024 was $94 million as compared to operating income of $64 million in the prior year period. The decline in operating results is primarily due to a non-cash impairment charge related to an indefinite-lived tradename of $190 million recorded during the third quarter of 2024, higher advertising and promotion costs of $4 million, additional amortization of certain tradenames of $3 million, and inflation. These declines were partially offset by increased gross profit primarily due to gross productivity and savings from restructuring actions. There were no non-cash impairment charges during the third quarter of 2023. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
Learning and Development

Three Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$717 $694 $23 3.3%
Operating income (loss)75 (127)202 NM
Operating margin10.5 %(18.3)%
NM - NOT MEANINGFUL

L&D net sales for the three months ended September 30, 2024 increased 3%, as an increase in the Baby business was partially offset by decrease in the Writing business. Improved orders and favorable order timing from major retailers in the Baby business, as well as contribution from product innovation in both businesses, were partially offset by a shift in order timing to the second quarter of 2024 in the Writing business. Changes in foreign currency unfavorably impacted net sales by $8 million, or 1%.

Operating income for the three months ended September 30, 2024 was $75 million as compared to operating loss of $127 million in the prior-year period. The improvement in operating results is primarily due gross productivity, savings from restructuring actions, and lower non-cash impairment charges. The Company recorded non-cash impairment charges of $70 million and $241 million in the third quarter of 2024 and 2023, respectively. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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Outdoor and Recreation

Three Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$183 $231 $(48)(20.8)%
Operating loss(23)(42)19 45.2%
Operating margin(12.6)%(18.2)%

Outdoor and Recreation net sales for the three months ended September 30, 2024 decreased 21%, reflecting soft global demand and distribution losses. Changes in foreign currency unfavorably impacted net sales by $8 million, or 3%.

Operating loss for the three months ended September 30, 2024 was $23 million as compared to $42 million in the prior-year period. The improvement was primarily due to the absence of a non-cash impairment charge of $22 million recorded in the third quarter of the prior year. There were no non-cash impairment charges during the third quarter of 2024. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Nine Months Ended September 30, 2024 vs. Nine Months Ended September 30, 2023

Consolidated Operating Results
Nine Months Ended
September 30,
(in millions)
2024
2023
$ Change% Change
Net sales$5,633 $6,057 $(424)(7.0)%
Gross profit1,882 1,732 150 8.7%
Gross margin33.4 %28.6 %
Operating income (loss)58 (75)133 NM
Operating margin1.0 %(1.2)%
Interest expense, net223 213 10 4.7%
Other expense, net15 91 (76)(83.5)%
Loss before income taxes(181)(379)198 52.2%
Income tax benefit(19)(77)58 75.3%
Income tax rate10.5 %20.3 %
Net loss$(162)$(302)$140 46.4%
Diluted loss per share$(0.39)$(0.73)
NM - NOT MEANINGFUL

Net sales for the nine months ended September 30, 2024 decreased 7%. Net sales were unfavorably impacted by soft global demand, net distribution losses and product line exits, primarily in the H&CS segment, partially offset by pricing, mainly in international markets to offset inflation and currency movement. Changes in foreign currency unfavorably impacted net sales by $179 million, or 3%.

Gross profit increased compared to prior year. Gross margin improved to 33.4% as compared with 28.6% in the prior year. The increase in gross profit was driven by productivity and lower restructuring-related charges of $21 million, partially offset by lower sales as described above, and inflation. Changes in foreign currency exchange rates unfavorably impacted gross profit by $104 million, or 6%.

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Notable items, other than those noted above, impacting operating income (loss) for the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended
 September 30,
20242023$ Change
Restructuring and restructuring-related costs (See Footnote 3) (a) (b)
$87 $131 $(44)
Transaction costs and other (c)
7 27 (20)
Impairment of goodwill and intangible assets (See Footnote 6)
260 271 (11)
Amortization of acquired intangibles (See Footnote 6)
75 57 18 

(a)For the nine months ended September 30, 2024 restructuring-related costs reported in cost of products sold, SG&A and in impairment of goodwill, intangibles and other assets was $28 million, $13 million and $6 million, respectively, primarily related to facility closures. For the nine months ended September 30, 2023, restructuring-related costs reported in cost of products sold and SG&A was $49 million and $6 million, respectively, primarily related to facility closures. Restructuring costs were $40 million and $76 million for the nine months ended September 30, 2024 and 2023, respectively.
(b)Restructuring-related costs during the nine months ended September 30, 2024 related to Project Phoenix, Network Optimization Project, Realignment Plan and other discrete programs were $7 million, $13 million, $10 million and $17 million, respectively.
(c)Transaction costs and other for the nine months ended September 30, 2024 primarily related to accelerated amortization and write-off of other assets associated with integration projects. For the nine months ended September 30, 2023 transaction and other costs primarily related to expenses associated with certain legal proceedings.

Operating income was $58 million as compared to operating loss of $75 million in the prior year period. The improvement reflects higher gross profit of $150 million as discussed above, savings from restructuring actions primarily from Project Phoenix and the Realignment Plan, lower restructuring and restructuring-related charges of $44 million, lower transaction costs and other of $20 million and lower non-cash impairment charges. The Company recorded non-cash impairment charges of $260 million and $271 million in the third quarter of 2024 and 2023, respectively. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information. These improvements were partially offset by higher incentive compensation expense of $69 million, higher advertising and promotion costs of $26 million, and additional amortization of certain tradenames of $18 million.

Interest expense, net increased due to higher interest rates and lower interest income. The weighted average interest rates for the nine months ended September 30, 2024 and 2023 were approximately 5.8% and 5.1%, respectively. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Other expense, net for nine months ended September 30, 2024 and 2023 includes the following items:
Nine Months Ended
 September 30,
20242023
Foreign exchange losses, net$8 $10 
Net gain on disposition of businesses and investment(1)— 
Pension settlement costs— 66 
Discount on factored receivables and other, net8 15 
$15 $91 

The income tax benefit for the nine months ended September 30, 2024 was $19 million as compared to $77 million for the nine months ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2024 was a benefit of 10.5%, due to the impact of certain discrete items as compared to 20.3% for the nine months ended September 30, 2023.

See Footnote 11 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
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Business Segment Operating Results

Home and Commercial Solutions

Nine Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$2,902 $3,152 $(250)(7.9)%
Operating income (loss)(30)6 (36)NM
Operating margin(1.0)%0.2 %
NM - NOT MEANINGFUL

H&CS net sales for the nine months ended September 30, 2024 decreased 8%, which reflected soft demand across all businesses, product line exits as well as net distribution losses partially offset by pricing actions. Changes in foreign currency unfavorably impacted net sales by $112 million, or 4%.

Operating loss for the nine months ended September 30, 2024 was $30 million as compared to operating income of $6 million in the prior year. The decrease in operating results is primarily due to higher non-cash impairment charge of $190 million, compared to a charge of $8 million during the prior year, higher advertising and promotion costs of $12 million, additional amortization of certain tradenames of $12 million, and inflation. The decrease in operating income was partially offset by increased gross profit primarily due to gross productivity, savings from restructuring actions, lower restructuring and restructuring-related charges of $27 million, and release of a bad debt reserve due to a recovery of a receivable from an international customer of $9 million. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Learning and Development
Nine Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$2,089 $2,071 $18 0.9%
Operating income374 133 241 NM
Operating margin17.9 %6.4 %
NM - NOT MEANINGFUL

L&D net sales for the nine months ended September 30, 2024 increased 1%, as growth in the Baby business was offset by decline in the Writing business. Improved orders and favorable order timing from major retailers in the Baby business, as well as contribution from product innovation in the Writing business were partially offset by changes in foreign currency which unfavorably impacted net sales by $35 million, or 2%.

Operating income for the nine months ended September 30, 2024 increased to $374 million as compared to $133 million in the prior-year period. The increase in operating income is primarily due to gross productivity, savings from restructuring actions as well as lower non-cash impairment charges, partially offset by higher advertising and promotion costs of $13 million. The Company recorded non-cash impairment charges of $70 million and $241 million in the third quarter of 2024 and 2023, respectively. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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Outdoor and Recreation
Nine Months Ended
September 30,
(in millions)20242023$ Change% Change
Net sales$642 $834 $(192)(23.0)%
Operating loss(52)(38)(14)(36.8)%
Operating margin(8.1)%(4.6)%

Outdoor and Recreation net sales for the nine months ended September 30, 2024 decreased 23% primarily reflecting soft global demand and distribution losses. Changes in foreign currency unfavorably impacted net sales by $32 million or 4%.

Operating loss for the nine months ended September 30, 2024 was $52 million as compared to $38 million in the prior-year period. The decline was primarily due to lower gross profit resulting from lower sales, partially offset by savings from restructuring actions and the absence of a non-cash impairment charge of $22 million recorded in the third quarter of the prior year. There were no non-cash impairment charges during the third quarter of 2024. See Footnote 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Liquidity and Capital Resources
Liquidity

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

The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives for the foreseeable future. The Company regularly assesses its cash requirements and the available sources to fund these needs. For further information, refer to Risk Factors in Part I - Item 1A and Recent Developments in Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's most recent Annual Report on Form 10-K, filed on February 21, 2024.

At September 30, 2024, the Company had cash and cash equivalents of approximately $494 million, of which approximately $403 million was held by the Company’s non-U.S. subsidiaries. During the second quarter, the Company recorded $7 million of additional tax related to withholding taxes associated with certain previously taxed foreign earnings that are no longer indefinitely reinvested, which the Company intends to repatriate such cash during the remainder of 2024.
Cash, cash equivalents and restricted cash increased (decreased) as follows for the nine months ended September 30, 2024 and 2023 (in millions):
20242023Increase (Decrease)
Cash provided by operating activities$346 $679 $(333)
Cash used in investing activities(107)(147)40 
Cash used in financing activities(64)(405)341 
Exchange rate effect on cash, cash equivalents and restricted cash(15)(8)(7)
Increase in cash, cash equivalents and restricted cash$160 $119 $41 

The Company has historically generated the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers.
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Cash Flows from Operating Activities

The change in net cash provided by operating activities reflects an improvement in operating results as well as a decrease in accounts receivable and an increase in accounts payable in the current year, more than offset by an increase in inventory in the current period compared to a significant decrease in 2023, as well as higher incentive compensation payments in the current year.

Cash Flows from Investing Activities

The change in cash used in investing activities was primarily due to lower capital expenditures, as significant projects, primarily related to Project Ovid, were mostly executed during the prior year.

Cash Flows from Financing Activities

The change in net cash used in financing activities was primarily due to a lower quarterly dividend payment in the current year and the period-over-period net change in short-term debt. See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Capital Resources

The Company has a $1.0 billion Credit Revolver that matures in August 2027. The Credit Revolver requires compliance with certain financial covenants. A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and potentially subject the Company to cross-default and acceleration provisions in its debt documents. The Company was in compliance with all of its debt covenants at September 30, 2024.

At September 30, 2024, the Company had $170 million of outstanding borrowings under the Credit Revolver and approximately $29 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $801 million. See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Risk Management

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.

See Footnote 9 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on the Company's derivative instruments.

Significant Accounting Policies and Critical Estimates

For further information on significant accounting policies and critical estimates, refer to the Company's most recent Annual Report on Form 10-K, filed on February 21, 2024 and Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Goodwill and Indefinite-Lived Intangibles

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

Indefinite-lived intangibles

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

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions in forecasted cash flows primarily due to lower volume and profitability expectations. The Company performed quantitative impairment tests and determined that the indefinite-lived tradenames in the H&CS and L&D segments were impaired. As a result, the Company recorded non-cash impairment charges of $190 million and $70 million to the H&CS and L&D segments, respectively, during the third quarter of 2024, as the carrying value of the individual assets exceeded their fair value. A hypothetical 10% reduction in the forecasted revenue and earnings before interest, taxes and amortization used in the excess earnings method in determining the fair value of these indefinite-lived intangibles would have resulted in an incremental impairment charge to the H&CS and L&D segments of $30 million and $7 million, respectively.

In addition, the Company has experienced headwinds due to soft global demand and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers across all of our segments. As a result, the Company may identify future triggering events for its reporting units or indefinite-lived tradenames, including the aforementioned indefinite-lived tradenames in the H&CS and L&D segments. If the demand continues to contract or the business fails to regain lost distribution, additional declines in the fair value of these tradenames may occur resulting in an impairment charge. Additional impairment testing may be required based on further deterioration of global demand and/or the macroeconomic environment, continued disruptions to the Company’s business, further declines in operating results of the Company’s reporting units and/or tradenames, further sustained deterioration of the Company’s market capitalization, and other factors, which may necessitate changes to estimates or valuation assumptions used in the fair value of the reporting units for goodwill and indefinite-lived intangible tradenames. Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending decline significantly in the future or if commercial and industrial economic activity experiences a sustained deterioration from current levels, the Company may be required to record further impairment charges in the future.

See Footnotes 1 and 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes from the information previously reported under Part II, Item 7A. in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information which is required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) of the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024, due to material weaknesses in internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management, including the Company’s Chief Executive Officer and Chief Financial Officer have determined, based on the procedures performed, that the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, for the periods presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
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A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We continue to have material weaknesses in our internal control over financial reporting as disclosed in Management’s Annual Report on Internal Control Over Financial Reporting in Item 9A. Controls and Procedures, of our Annual Report on Form 10-K for the year ended December 31, 2023, in that the Company did not maintain effective controls over the reviews of significant assumptions used in the impairment assessment of goodwill, indefinite-lived tradenames and long-lived assets. Specifically, the control activities related to the reviews of the significant assumptions utilized in the impairment assessments were not executed, as designed, at the appropriate level of precision to prevent or detect a material misstatement. These control deficiencies resulted in management adjustments to the impairment loss and the other intangible assets, net accounts, prior to the issuance of the Company’s financial statements. These control deficiencies could result in a material misstatement of the goodwill, indefinite-lived tradenames, long-lived assets and the related accounts and disclosures in the annual or interim consolidated financial statements. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

Remediation Plan

The Company is committed to maintaining a strong internal control environment and believes its remediation efforts will result in significant improvements in its internal control over financial reporting.

Our management, with the oversight of the Audit Committee of the Board, is updating our internal processes and controls to strengthen their effectiveness and has developed a remediation plan, which includes the following actions:

•Identifying additional resources to assist in the preparation and reviews of significant assumptions used in the impairment assessments; and
•Improving the development of sufficient supporting documentation related to reviews over significant assumptions associated with the Company’s impairment assessments.

Remediation Plan Update

Management believes it has designed and implemented measures to remediate certain of the deficiencies resulting in the material weaknesses as of December 31, 2023. Specific remedial actions implemented by management include:

•Hired accounting personnel who have extensive experience with performing impairment assessments of goodwill, indefinite-lived tradenames and long-lived assets including the review of the significant assumptions utilized in the underlying valuation models for such assessments;
•Engaged a third-party valuation firm to assist in the preparation of the valuations for the Company’s reporting units and associated goodwill and indefinite-lived intangible assets impairment assessments, as well as utilizing such firm, if necessary, for long-lived asset impairment assessments; and
•Enhanced the level of review of the valuations associated with the assets in which triggering events were identified during the third quarter, including enhancing the development of sufficient supporting documentation related to the reviews over significant assumptions associated with such impairment assessments.

Management believes the internal controls related to the review of the significant assumptions utilized in the underlying valuation models for indefinite-lived intangible assets and long-lived assets impairment assessments operated effectively during the third quarter of 2024. However, these material weakness will not be considered remediated until Management has concluded, through its annual impairment testing that the internal controls over such have been operating effectively for a sufficient period of time.

The Company will continue to monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information required under this Item is contained above in Part I. Financial Information, Item 1 and is incorporated herein by reference.
Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
The following table provides information about the Company’s purchases of equity securities during the three months ended September 30, 2024:
Calendar Month
Total Number
of Shares
Purchased (1)
Average
Price Paid
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum
Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs
July365,720 $6.06 — $— 
August7,578 7.09 — — 
September1,818 7.83 — — 
Total375,116 $6.09 — 
(1)Shares purchased during the three months ended September 30, 2024 were acquired by the Company based on their fair market value on the vesting date in order to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units.
Item 5. Other Information

None of the Company’s directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2024.

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Item 6. Exhibits                     
Exhibit NumberDescription of Exhibit
ITEM 31 — RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
31.1†
31.2†
ITEM 32 — SECTION 1350 CERTIFICATIONS
32.1†
32.2†
ITEM 101 — INTERACTIVE DATA FILE
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Filed herewith.
* Represents management contracts and compensatory plans and arrangements.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEWELL BRANDS INC.
Registrant
Date:
October 25, 2024
/s/ Mark J. Erceg
Mark J. Erceg
Chief Financial Officer
Date:
October 25, 2024
/s/ Robert A. Schmidt
Robert A. Schmidt
Chief Accounting Officer

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