UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

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

of the Securities Exchange Act of 1934

for the Quarterly Period Ended ~~September 30, 2017~~

March 31, 2022

Commission File Number1-9608

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

~~DELAWARE~~Delaware

36-3514169

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~221 River Street~~

~~Hoboken, New Jersey 07030~~

6655 Peachtree Dunwoody Road,

Atlanta, Georgia 30328

(Address of principal executive offices)

(Zip Code)

~~(201)610-6600~~

(

Registrant’s telephone number, including area ~~code)~~

code: (770) 418-7000

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

TITLE OF EACH CLASS

TRADING SYMBOL

NAME OF EXCHANGE ON WHICH REGISTERED

Common stock, $1 par value per share

NWL

Nasdaq Stock Market LLC

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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act:

Large ~~accelerated filer~~Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

~~Non-accelerated filer~~

~~☐ (Do not check if a smaller reporting company)~~

~~Smaller reporting company~~

☐

~~Emerging growth company~~

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding (net of treasury shares) as of ~~October 31, 2017: 490.1~~April 25, 2022: 413.5 million.

~~TABLE OF CONTENTS~~

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions, except per share data)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Net sales
   $ 3,678.2 $ 3,954.6 $ 10,999.1 $ 9,128.1
Cost of products sold
   2,410.5 2,679.8 7,138.9 6,252.0


Gross margin
   1,267.7 1,274.8 3,860.2 2,876.1
Selling, general and administrative expenses
   905.5 937.9 2,790.5 2,247.4
Restructuring costs
   38.4 13.0 82.2 41.7
Impairment of goodwill, intangibles and other assets
   0.4 —   85.0 —


Operating income
   323.4 323.9 902.5 587.0
Non-operating expenses:

Interest expense, net
   116.2 124.5 353.0 280.6
Loss on extinguishment of debt
   —   —   32.3 47.1
Other expense (income), net
   41.6 (0.7 ) (709.1 ) (162.7 )


Income before income taxes
   165.6 200.1 1,226.3 422.0
Income tax expense (benefit)
   (68.8 ) 13.6 130.4 59.4


Income from continuing operations
   234.4 186.5 1,095.9 362.6
Income (loss) from discontinued operations, net of tax
   —   —   —   (0.4 )


Net income
   $ 234.4 $ 186.5 $ 1,095.9 $ 362.2


Weighted average shares outstanding:

Basic
   490.4 484.0 486.3 398.3
Diluted
   491.5 486.2 487.9 400.1
Earnings per share:

Basic:

Income from continuing operations
   $ 0.48 $ 0.39 $ 2.25 $ 0.91
Income (loss) from discontinued operations
   —   —   —   —


Net income
   $ 0.48 $ 0.39 $ 2.25 $ 0.91


Diluted:

Income from continuing operations
   $ 0.48 $ 0.38 $ 2.25 $ 0.91
Income (loss) from discontinued operations
   —   —   —   —


Net income
   $ 0.48 $ 0.38 $ 2.25 $ 0.91


Dividends per share
   $ 0.23 $ 0.19 $ 0.65 $ 0.57

Three Months Ended
March 31,
2022 2021
Net sales $ 2,388 $ 2,288
Cost of products sold 1,648 1,557
Gross profit 740 731
Selling, general and administrative expenses 518 534
Restructuring costs, net 5 5
Operating income 217 192
Non-operating expenses:
Interest expense, net 59 67
Other income, net (124) (1)
Income before income taxes 282 126
Income tax provision 48 37
Net income $ 234 $ 89
Weighted average common shares outstanding:
Basic 421.9 424.9
Diluted 424.7 427.6
Earnings per share:
Basic $ 0.55 $ 0.21
Diluted $ 0.55 $ 0.21

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL BRANDS INC. AND SUBSIDIARIES

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

(Amounts in millions)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Comprehensive income:

Net income
   $ 234.4 $ 186.5 $ 1,095.9 $ 362.2
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments
   62.4 (5.7 ) 304.3 (21.5 )
Unrecognized pension and other postretirement costs
   (0.1 ) 7.4 (1.5 ) 23.2
Derivative financial instruments
   (8.9 ) (1.5 ) (29.6 ) (48.9 )


Total other comprehensive income (loss), net of tax
   53.4 0.2 273.2 (47.2 )


Comprehensive income
   $ 287.8 $ 186.7 $ 1,369.1 $ 315.0

Three Months Ended
March 31,
2022 2021
Comprehensive income (loss):
Net income $ 234 $ 89
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments 23 (44)
Pension and postretirement costs 5 5
Derivative financial instruments — 5
Total other comprehensive income (loss), net of tax 28 (34)
Comprehensive income 262 55
Total comprehensive loss attributable to noncontrolling interests — (1)
Total comprehensive income attributable to parent $ 262 $ 56

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except par values)

   September 30,
2017 December 31,
2016
Assets:

Cash and cash equivalents
   $ 792.3 $ 587.5
Accounts receivable, net
   2,916.0 2,746.9
Inventories, net
   2,861.5 2,116.0
Prepaid expenses and other
   375.5 288.4
Assets held for sale
   4.0 1,745.7


Total current assets
   6,949.3 7,484.5
Property, plant and equipment, net
   1,675.2 1,543.4
Goodwill
   10,526.5 10,218.9
Other intangible assets, net
   14,307.6 14,111.8
Deferred income taxes
   35.4 95.3
Other assets
   394.0 383.6


Total assets
   $ 33,888.0 $ 33,837.5


Liabilities:

Accounts payable
   $ 1,699.0 $ 1,518.9
Accrued compensation
   226.2 365.8
Other accrued liabilities
   1,558.0 1,464.9
Short-term debt and current portion of long-term debt
   1,291.0 601.9
Liabilities held for sale
   —   340.5


Total current liabilities
   4,774.2 4,292.0
Long-term debt
   10,184.4 11,290.9
Deferred income taxes
   4,888.5 5,082.8
Other noncurrent liabilities
   1,270.9 1,787.4


Total liabilities
   21,118.0 22,453.1
Commitments and contingencies (Footnote 18)
   —   —
Stockholders’ equity:

Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at September 30, 2017 and December 31, 2016)
   —   —
Common stock (800 authorized shares, $1.00 par value 513.0 shares and 504.8 shares issued at September 30, 2017 and December 31, 2016, respectively)
   513.0 504.8
Treasury stock, at cost (22.9 and 22.3 shares at September 30, 2017 and December 31, 2016, respectively):
   (573.2 ) (545.3 )
Additionalpaid-in capital
   10,498.5 10,144.2
Retained earnings
   3,067.7 2,289.9
Accumulated other comprehensive loss
   (771.6 ) (1,044.8 )


Stockholders’ equity attributable to parent
   12,734.4 11,348.8
Stockholders’ equity attributable to noncontrolling interests
   35.6 35.6


Total stockholders’ equity
   12,770.0 11,384.4


Total liabilities and stockholders’ equity
   $ 33,888.0 $ 33,837.5

March 31,
2022 December 31,
2021
Assets:
Cash and cash equivalents $ 344 $ 440
Accounts receivable, net 1,421 1,500
Inventories 2,297 1,997
Prepaid expenses and other current assets 349 325
Total current assets 4,411 4,262
Property, plant and equipment, net 1,144 1,204
Operating lease assets 595 558
Goodwill 3,486 3,504
Other intangible assets, net 3,046 3,370
Deferred income taxes 797 814
Other assets 725 467
Total assets $ 14,204 $ 14,179
Liabilities:
Accounts payable $ 1,651 $ 1,680
Accrued compensation 154 270
Other accrued liabilities 1,375 1,364
Short-term debt and current portion of long-term debt 3 3
Total current liabilities 3,183 3,317
Long-term debt 4,880 4,883
Deferred income taxes 720 405
Operating lease liabilities 531 500
Other noncurrent liabilities 910 983
Total liabilities 10,224 10,088
Commitments and contingencies (Footnote 17) 0 0
Stockholders’ equity:
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2022 and December 31, 2021) — —
Common stock (800.0 authorized shares, $1.00 par value, 440.8 shares and 450.0 shares issued at March 31, 2022 and December 31, 2021, respectively) 441 450
Treasury stock, at cost (25.0 shares and 24.5 shares at March 31, 2022 and December 31, 2021, respectively) (623) (609)
Additional paid-in capital 7,384 7,734
Retained deficit (2,368) (2,602)
Accumulated other comprehensive loss (854) (882)
Total stockholders’ equity 3,980 4,091
Total liabilities and stockholders’ equity $ 14,204 $ 14,179

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

   Nine Months Ended
September 30,
   2017 2016
Cash flows from operating activities:

Net income
   $ 1,095.9 $ 362.2
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization
   475.8 307.2
Impairment of goodwill, intangibles and other assets
   85.0 —
Net gain from sale of businesses
   (712.3 ) (160.4 )
Loss on extinguishment of debt
   (1.9 ) 47.1
Deferred income taxes
   (99.1 ) (20.8 )
Stock-based compensation expense
   61.2 47.8
Other, net
   8.3 19.3
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:

Accounts receivable
   54.4 (226.0 )
Inventories
   (707.0 ) 428.3
Accounts payable
   136.1 205.7
Accrued liabilities and other
   (454.4 ) (161.7 )


Net cash provided by (used in) operating activities
   (58.0 ) 848.7


Cash flows from investing activities:

Proceeds from sale of divested businesses
   2,101.4 235.8
Acquisitions and acquisition-related activities
   (634.3 ) (8,634.7 )
Capital expenditures
   (292.9 ) (287.5 )
Other investing activities
   9.2 12.5


Net cash provided by (used in) investing activities
   1,183.4 (8,673.9 )


Cash flows from financing activities:

Net short-term debt
   686.3 (183.4 )
Proceeds from issuance of debt, net of debt issuance costs
   —   9,414.6
Payments on long-term debt
   (1,159.8 ) (750.0 )
Cash dividends
   (317.1 ) (236.9 )
Payments to dissenting shareholders
   (161.6 ) —
Option proceeds net of repurchase of restricted shares for vesting
   (19.5 ) (12.9 )


Net cash provided by (used in) financing activities
   (971.7 ) 8,231.4


Exchange rate effect on cash and cash equivalents
   51.1 (11.0 )


Increase in cash and cash equivalents
   204.8 395.2
Cash and cash equivalents at beginning of period
   587.5 274.8


Cash and cash equivalents at end of period
   $ 792.3 $ 670.0


Supplementalnon-cash disclosures:

Common stock issued for Jarden Acquisition
   $ 294.0 $ 9,480.3
Debt assumed, at fair value, in the Jarden Acquisition
   $ —   $ 1,124.0

Three Months Ended
March 31,
2022 2021
Cash flows from operating activities:
Net income $ 234 $ 89
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 76 86
Gain from sale of business (130) —
Deferred income taxes 326 1
Stock based compensation expense 14 14
Other, net (2) —
Changes in operating accounts excluding the effects of divestiture:
Accounts receivable 14 122
Inventories (403) (283)
Accounts payable 25 (18)
Accrued liabilities and other (426) (36)
Net cash used in operating activities (272) (25)
Cash flows from investing activities:
Proceeds from sale of divested business 620 —
Capital expenditures (70) (54)
Other investing activities, net 9 —
Net cash provided by (used in) investing activities 559 (54)
Cash flows from financing activities:
Payments on current portion of long-term debt (1) (94)
Payments on long-term debt — (6)
Repurchase of shares of common stock (275) —
Cash dividends (100) (100)
Equity compensation activity and other, net (17) (39)
Net cash used in financing activities (393) (239)
Exchange rate effect on cash, cash equivalents and restricted cash 8 (14)
Decrease in cash, cash equivalents and restricted cash (98) (332)
Cash, cash equivalents and restricted cash at beginning of period 477 1,021
Cash, cash equivalents and restricted cash at end of period $ 379 $ 689
Supplemental disclosures:
Restricted cash at beginning of period $ 37 $ 40
Restricted cash at end of period 35 7

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(Amounts in millions)


	Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity











Balance at December 31, 2021	$	450	$	(609)	$	7,734	$	(2,602)	$	(882)	$	4,091
Comprehensive income	—		—		—		234		28		262
Dividends declared on common stock - $0.23 per share	—		—		(97)		—		—		(97)
Equity compensation, net of tax	2		(14)		12		—		—		—
Common stock purchased and retired	(11)		—		(264)		—		—		(275)



Other	—		—		(1)		—		—		(1)
Balance at March 31, 2022	$	441	$	(623)	$	7,384	$	(2,368)	$	(854)	$	3,980


	Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss		Stockholders' Equity Attributable to Parent		Noncontrolling Interests		Total Stockholders' Equity








Balance at December 31, 2020	$	448	$	(598)	$	8,078	$	(3,174)	$	(880)	$	3,874	$	26	$	3,900
Comprehensive income (loss)	—		—		—		89		(32)		57		(2)		55
Dividends declared on common stock - $0.23 per share	—		—		(101)		—		—		(101)		—		(101)
Equity compensation, net of tax	2		(10)		16		—		—		8		—		8
Other changes attributable to noncontrolling interests	—		—		—		—		(2)		(2)		1		(1)

Balance at March 31, 2021	$	450	$	(608)	$	7,993	$	(3,085)	$	(914)	$	3,836	$	25	$	3,861

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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NEWELL BRANDS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Footnote 1 — Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Newell Brands Inc. ~~(formerly, Newell Rubbermaid Inc. (“Newell Rubbermaid”), and collectively~~(collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (including normal recurring accruals) considered necessary for a fair ~~presentation~~statement of the financial position and the results of operations of the Company. ~~It is recommended that these~~These unaudited condensed consolidated financial statements ~~and accompanying footnotes~~should be read in conjunction with the financial statements, and the footnotes thereto, included in the Company’s most recent Annual Report on Form10-K. The ~~condensed consolidated balance sheet as of~~Condensed Consolidated Balance Sheet at December 31, ~~2016,~~2021 has been derived from the audited financial statements as of that date, but it does not include all of the information and footnotes required by U.S. GAAP for a complete financial ~~statements. Certain reclassifications~~statement.

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

Use of Estimates and Risks and Uncertainty of Coronavirus (COVID-19)

Since early 2020, the COVID-19 pandemic resulted in various federal, state and local governments, as well as private entities, mandating restrictions on travel and public gatherings, closure of non-essential commerce, stay at home orders and quarantining of people to limit exposure to the virus. Although restrictions have eased since the first quarter of 2021 in certain areas, the Company's global operations, similar to those of many large, multi-national corporations, were adversely impacted by the COVID-19 pandemic.

The extent of the impact of the COVID-19 pandemic to the Company's future sales, operating results, cash flows, liquidity and financial condition continues to be driven by numerous evolving factors that the Company cannot reasonably predict and which will vary by jurisdiction and market, including the severity and duration of the pandemic, the emergence of new strains and variants of the coronavirus, the likelihood of a resurgence of positive cases, the development and availability of effective treatments and vaccines, especially in areas where conditions have recently worsened and work restrictions, operational or travel bans have been ~~made~~reinstituted, the rate at which vaccines are administered to the general public, the timing and amount of fiscal stimulus and relief programs packages that are available to the general public, the availability and prices of supply chain resources, including materials, products and transportation; and changes in consumer demand patterns for the Company's products as the impact of the global pandemic lessens. These primary drivers are beyond the Company's knowledge and control, and as a result, at this time it is difficult to reasonably predict the cumulative impact, both in terms of severity and duration, COVID-19 will have on its future sales, operating results, cash flows and financial condition.

Management’s application of U.S. GAAP in preparing the Company's consolidated financial statements requires the pervasive use of estimates and assumptions. As discussed above, the world continues to be impacted by the COVID-19 pandemic which has required greater use of estimates and assumptions in the preparation of the consolidated financial statements, more specifically, those estimates and assumptions utilized in the Company’s ~~financial statements~~forecasted cash flows that form the basis in developing the fair values utilized in its impairment assessments as well as its annual effective tax rate. These estimates also include assumptions as to the duration and severity of the ~~prior year~~pandemic, timing and amount of demand shifts amongst sales channels, workforce availability and supply chain continuity. Although management has made its best estimates based upon current information, actual results could materially differ from those estimates and may require future changes to ~~conform~~such estimates and assumptions. If so, the Company may be subject to ~~the current year presentation. These reclassifications have no impact on previously reported net income.~~

future incremental impairment charges as well as changes to recorded reserves and valuations.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the first quarter. The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis. In addition, the Company typically tends to generate the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers. Accordingly, the Company’s results of

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operations for the three months ended ~~September 30, 2017~~March 31, 2022 may not necessarily be indicative of the results that may be expected for the year ending December 31, ~~2017.~~

2022.

The Company's sales and operating results, previously disrupted by the COVID-19 pandemic, reverted back to historical patterns in 2021, however, uncertainty still remains over the volatility and direction of future consumer demand patterns.

Recent Accounting Pronouncements

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

In ~~May 2014,~~March 2020, the FASB issued ASU~~No. 2014-09,~~ 2020-04,“~~Revenue from Contracts with Customers. Accounting Standard Codification 606 — Revenue Recognition,”~~ ~~which established Accounting Standards Codification Topic 606, “~~~~Revenue from Contracts with Customers”~~ (“ASC 606”). ASC 606 will replace existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. To achieve this core principle, the standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. ASC 606 will also require significantly expanded disclosures regarding the qualitative and quantitative informationReference Rate Reform (Topic 848): Facilitation of the ~~Company’s nature, amount, timing, and uncertainty~~Effects of ~~revenue and cash flows arising from contracts with customers.~~

Reference Rate Reform on Financial Reporting.” In ~~May 2016,~~January 2021, the FASB ~~issued~~clarified the scope of this guidance with the issuance of ASU~~2016-12,~~ “~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements~~ 2021-01, Reference Rate Reform: Scope. ASU 2020-04 provides optional expedients and ~~Practical Expedients,~~~~” which updated~~exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. ASU~~2014-09.~~ ~~ASU2016-12~~ ~~clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration,~~ 2020-04 may be applied prospectively to contract modifications made and ~~completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.~~

~~ASU2014-09~~ ~~and ASU2016-12~~ ~~are effective for annual reporting periods beginning after~~hedging relationships entered into or evaluated on or before December ~~15, 2017, including interim periods within those annual periods.~~

The standard permits two methods of adoption, either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company has decided to use the modified retrospective transition method for ASC 606 adoption on January 1, 2018.

31, 2022. The Company is currently evaluating the ~~effect that ASU2014-09~~ ~~and ASU2016-12~~ ~~will have on the Company’s financial statements and related disclosures. To that end, the Company’s implementation project team has completed the assessment process for all~~potential effects of its business units and is currently in the design and implementation phase which will be completed during the fourth quarter of 2017. The Company is mainly expecting presentation changes in the balance sheet and income statement from the transition to ASC 606.

~~In February 2016, the FASB issued ASU2016-02,~~ “~~Leases (Topic 842)~~~~,” which requires lessees to recognize aright-of-use~~ ~~asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. ASU2016-02~~ ~~is effective for the Company on January 1, 2019. The Company is beginning to evaluate the impact~~ the adoption of ASU~~2016-02~~ ~~will have on~~ 2020-04.

Sales of Accounts Receivables

Factored receivables at March 31, 2022 associated with the ~~Company’s consolidated financial statements.~~

~~In March 2017,~~Company's existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $535 million, an increase of approximately $35 million from December 31, 2021. Transactions under this agreement are accounted for as sales of accounts receivable, and the ~~FASB issued ASU2017-07,~~~~“Compensation — Retirement Benefits (Topic 715): Improving~~receivables sold are removed from the ~~Presentation~~Condensed Consolidated Balance Sheet at the time of ~~Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”~~ ~~ASU2017-07~~ ~~changes how employers that sponsor defined benefit pension plans and other postretirement plans present~~ the ~~net periodic benefit cost~~sales transaction. The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow in the Condensed Consolidated Statement of Cash Flows. The Company records the discount as other income, ~~statement. ASU2017-07~~ ~~requires that the service cost component of~~ net ~~periodic benefit cost be reported~~ in the ~~same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Other components~~Condensed Consolidated Statement of ~~net benefit cost are required~~Operations and collections of accounts receivables not yet submitted to ~~be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. ASU2017-07~~ also allows only the service cost component to be eligible for capitalization, when applicable. This guidance is effective for annual periods beginning after December 15, 2017, with early adoption permitted. ASU~~2017-07~~ is to be applied retrospectively for the income statement presentation requirements and prospectively for the capitalization requirements of the service cost component. The Company does not expect that the adoption of ASU~~2017-17~~ ~~will have a material impact on the Company’s consolidated financial statements.~~

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

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

~~Adoption of New Accounting Guidance~~

~~In January 2017, the FASB issued ASU2017-04,~~~~“Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment.”~~ ~~ASU2017-04~~ ~~simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. ASU2017-04~~ is effective for annual or interim impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU~~2017-04~~ ~~during the third quarter of 2017 in connection with its annual goodwill impairment testing. See Footnote 8 for additional information.~~

~~In March 2016, the FASB issued ASUNo. 2016-09,~~~~“Compensation-Stock Compensation: Improvement to Employee Share-Based Payment Accounting.”~~ ~~ASU2016-09~~ provides guidance intended to simplify accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2016. The new standard requires: (1) excess tax benefits and tax deficiencies related to share-based awards to be recognized as income tax benefit or expense on a prospective basis in the reporting period in which they vest; (2) excess tax benefits from share-based payment arrangements to be presented within operating activities and withholding tax payments upon vesting of restricted stock units to be presented within financing activities within the cash flow statement; (3) permits the employer to repurchase more of an employee’s shares for tax withholding purposes and not classify the awardinstitution as a ~~liability that requires valuation on amark-to-market~~ basis; and (4) allows for a policy election to account for forfeitures as they occur. The Company adopted this guidance in the first quarter of 2017 and decided to continue its policy of estimating forfeitures. The Company has also elected to retrospectively reclassify the prior yearfinancing cash flows related to excess tax benefits from share-based payment arrangements from financing activities to operating activities within the condensed consolidated statements of cash flows. The Company adopted this guidance in the first quarter of 2017 and it did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

~~In July 2015, the FASB issued ASUNo. 2015-11,~~ “~~Simplifying the Measurement of Inventory,~~~~” which modified existing requirements regarding measuringfirst-in,first-out~~ and average cost inventory at the lower of cost or market. Under past standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU~~2015-11~~ replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an

approximately normal profit margin when measuring inventory. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance in the first quarter of 2017 and it did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

~~Other Items~~

The Company holds a 25.8% investment in Sprue Aegis (“Sprue”). During the three and nine months ended September 30, 2017 and 2016, the Company’s related party sales to Sprue were $8.6 million and $7.0 million, respectively, and $24.0 million and $14.3 million, respectively. During the nine months ended September 30, 2017, the Company provided notification to Sprue of its election to terminate the distribution agreement on March 31, 2018.

flow.

Footnote 2 — ~~Acquisitions~~

~~2017~~Divestiture Activity

In September 2017, the Company acquired Chesapeake Bay Candle, a leading developer, manufacturer and marketer of premium candles and other home fragrance products, focused on consumer wellness and natural fragrance, for a cash purchase price of approximately $75 million. Chesapeake Bay Candle is included in the Live segment from the date of acquisition. Net sales and operating income related to Chesapeake Bay Candle for the three and nine months ended September 30, 2017 were not material to the Company’s consolidated financial statements.

In April 2017, the Company acquired Sistema Plastics (“Sistema”), a leading New Zealand based manufacturer and marketer of innovative food storage containers with strong market shares and presence in Australia, New Zealand, U.K. and parts of continental Europe for a cash purchase price of approximately $472 million. Based on the Company’s independent valuation the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. Based on the purchase price allocation, net of cash acquired, the Company allocated approximately $39 million to identified net assets, $291 million to identified intangible assets and $142 million to goodwill. Sistema is included in the Live segment from the date of acquisition. Net sales and operating income related to Sistema for the three and nine months ended September 30, 2017 were not material to the Company’s consolidated financial statements.

~~In January 2017, the Company acquired Smith Mountain Industries (“Smith Mountain”), a leading provider of premium home fragrance products, sold primarily under the WoodWick~~^® Candle brand, for a cash purchase price of approximately $100 million. Smith Mountain is included in the Live segment from the date of acquisition. Net sales and operating income related to Smith Mountain for the three and nine months ended September 30, 2017 were not material to the Company’s consolidated financial statements.

~~2016 Activity~~

On April 15, 2016, Jarden Corporation (“Jarden”) became a direct wholly-owned subsidiary of Newell Brands Inc., as a result of a series of merger transactions (the “Jarden Acquisition”). The Jarden Acquisition was effected pursuant to an Agreement and Plan of Merger, dated as of December 13, 2015 (the “Merger Agreement”), among the Company, Jarden and two wholly-owned subsidiaries of the Company. Following the Jarden Acquisition, the Company was renamed Newell Brands Inc. Jarden was a leading, global consumer products company with leading brands, such as Yankee Candle^®,~~Crock-Pot~~^®~~, FoodSaver~~^®~~, Mr. Coffee~~^®~~, Oster~~^®~~, Coleman~~^®~~, First Alert~~^®~~, Rawlings~~^®~~, Jostens~~^®~~, Marmot~~^® and many others. The Jarden Acquisition enables the Company to scale the enterprise with leading brands in global markets. The scale of the Company in key categories, channels and geographies enables it to deploy its strategy, which includes advantaged development and commercial capabilities, across a larger set of opportunities to generate accelerated growth and margin expansion. The Jarden Acquisition has been accounted for using the purchase method of accounting, and Jarden’s assets, liabilities and results of operations are included in the Company’s financial statements from the acquisition date. Adjustments made to the purchase price allocation during the nine months ended September 30, 2017, primarily relate to goodwill and other intangible assets (see Footnote 8).

Pursuant to the Merger Agreement, each share of Jarden common stock was exchanged for 0.862 of a share of the Company’s common stock plus $21.00 in cash. The total merger consideration, including debt assumed, was approximately $18.7 billion. The aggregate consideration paid or payable to the Jarden shareholders and convertible note holders was approximately $15.3 billion and was comprised of a cash payment of approximately $5.4 billion, the issuance of 213.9 million common shares of the Company with a fair value of approximately $9.9 billion and accrued merger consideration of $627 million. The accrued merger consideration at acquisition related to approximately 9.1 million shares of the Company’s common stock that had not been issued and $222 million in cash that had not been paid as of the date of the acquisition for shares of Jarden common stock held by dissenting Jarden shareholders who exercised their appraisal rights and are seeking an appraisal of such shares. In July 2017, approximately 6.6 million shares of the Company’s common stock (representing the stock component of the merger consideration) were issued and approximately $162 million (representing the cash component of the merger consideration) was paid to certain dissenting shareholders pursuant to settlement agreements (see Footnote 18). At September 30, 2017, the Company has accrued approximately $171 million of unpaid consideration related to approximately 2.5 million shares of the Company’s common stock that have not been issued and approximately $61 million of cash that has not been paid.

The following unaudited pro forma financial information presents the combined results of operations of Newell Rubbermaid and Jarden for the three and nine months ended September 30, 2016 as if the Jarden Acquisition had occurred on January 1, 2015. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations that would have been reported had the Jarden Acquisition been completed as of January 1, 2015, and should not be taken as indicative of the Company’s future consolidated results of operations. The Company expects to incur restructuring and other integration costs that are not included in the pro forma results of operations presented below. Pro forma adjustments are~~tax-effected~~ ~~at the Company’s estimated statutory tax rates.~~

(in millions, except per share data)    Three Months
Ended
September 30,
2016    Nine Months
Ended
September 30,
2016
Net sales
   $ 3,954.6    $ 11,521.7
Net income
   273.2    588.8
Income loss per share:

Basic
   $ 0.56    $ 1.23
Diluted
   $ 0.56    $ 1.22

The unaudited pro forma financial information for the three and nine months ended September 30, 2016 includes $52.1 million and $156 million, respectively, for the amortization of acquired intangibles from the Jarden Acquisition based on the purchase price allocation, which was finalized during the second quarter of 2017.

~~Footnote 3 — Discontinued Operations and Divestitures~~

~~Discontinued Operations~~

~~The following table provides a summary of amounts included in discontinued operations for the periods indicated (in millions):~~

   Three Months
Ended
September 30,
2016    Nine Months
Ended
September 30,
2016
Net sales
   $ —      $ —




Loss from discontinued operations before income taxes
   —      (1.3 )
Income tax benefit
   —      (0.3 )




Loss from discontinued operations
   —      (1.0 )
Net gain from sale of discontinued operations, net of tax
   —      0.6




Income (loss) from discontinued operations, net of tax
   $ —      $ (0.4 )

The discontinued operations for 2016 relate to the Company’s Endicia business whose operations were ceased in 2015. The consolidated results of operations for 2017 do not include discontinued operations.

~~Divestitures~~

~~On July 14, 2017,~~March 31, 2022, the Company sold its ~~Winter Sports~~CH&S business unit to Resideo Technologies, Inc., for ~~a selling price of~~ approximately ~~$240~~$593 million, subject to working capital adjustments. For the three and nine months ended September 30, 2017 and 2016, net sales from the Winter Sports business were not material. During the nine months ended September 30, 2017, the Company recorded an impairment charge of $59.1 million related to the writedown of the carrying value of the net assets of the Winter Sports business based on the expected proceeds to be received. Of this impairment charge, $12.6 million related to the impairment of goodwill and $46.5 million related to the impairment of other intangible assets. The Company recorded a~~pre-tax~~ loss on sale of $48.0 million driven by funding the business’ working capital needs and withholding taxes between June 30, 2017 and July 14, 2017, which is included in other expense (income), net in condensed consolidated statement of operations for the three and nine months ended September 30, 2017.

~~During 2017, the Company sold its Rubbermaid~~^® ~~consumer storage totes business, its stroller business under the Teutonia~~^® ~~brand, its Lehigh business, its firebuilding business and its triathlon apparel business under the Zoot~~^® ~~and Squadra~~^® brands. The selling prices for these businesses were not significant. Based on the consideration, during the nine months ended September 30, 2017 the Company recorded impairment charges of $15.3 million related to the write down of the carrying value of the net assets of the firebuilding and Teutonia^® stroller businesses to their estimated fair market value. The Company sold the firebuilding business to Royal Oak Enterprises, LLC (“Royal Oak”). Company directors Martin E. Franklin and Ian G.H. Ashken are affiliates of Royal Oak.

~~In March 2017, the Company completed the sale of its Tools business, including the Irwin~~^®~~, Lenox~~^® ~~and Hilmor~~^® ~~brands. The selling price was $1.95 billion,~~ subject to customary working capital and other post-closing adjustments. ~~The net assets of~~As a result, the ~~Tools business were approximately $1.1 billion, including approximately $711 million of goodwill, resulting in~~Company recorded a pretax gain of ~~$771.0~~$130 million, which iswas included in other ~~(income) expense,~~income, net in ~~the condensed consolidated statement~~its Condensed Consolidated Statements of operations for the nine months ended September 30, 2017. For the three and nine months ended September 30, 2016, the Tools business generated 4.5% and 5.9%, respectively, of the Company’s consolidated net sales. Net sales for the Tools business in 2017 were not material.

~~In June 2016, the Company sold its Décor business, including Levolor~~^® ~~and Kirsch~~^® window coverings and drapery hardware, for consideration, net of fees, of approximately $224 million, resulting in a pretax gain of $160 million, which is included in other (income) expense, net for the nine months ended September 30, 2016. For the nine months ended September 30, 2016, the Décor business generated 1.6% of the Company’s consolidated net sales.

~~Held for Sale~~

During 2016, the Company committed to plans to divest several businesses and brands, most of which were disposed of during the nine months ended September 30, 2017, to strengthen the portfolio to better align with the long-term growth plan.

The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities held for sale in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in millions):

   September 30,
2017    December 31,
2016
Accounts receivable, net
   $ —      $ 164.4
Inventories, net
   —      311.6
Prepaid expenses and other
   —      24.3
Property, plant and equipment, net
   4.0    224.9
Goodwill
   —      762.5
Other intangible assets, net
   —      244.5
Other assets
   —      13.5




Total Assets
   $ 4.0    $ 1,745.7




Accounts payable
   $ —      $ 88.2
Accrued compensation
   —      35.3
Other accrued liabilities
   —      81.6
Short-term debt and current portion long-term debt
   —      4.3
Other noncurrent liabilities
   —      131.1




Total Liabilities
   $ —      $ 340.5

Operations.

Footnote 43 — Accumulated Other Comprehensive Income (Loss)

The following ~~tables display~~table displays the changes in ~~accumulated other comprehensive income (loss)~~Accumulated Other Comprehensive Income (Loss) (“~~AOCI”~~AOCL”) by component, net of tax, for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 (in millions):

   Cumulative
Translation
Adjustment    Pension and
Postretirement
Costs    Derivative
Financial
Instruments    AOCI
Balance at December 31, 2016
   $ (607.9 )    $ (400.0 )    $ (36.9 )    $ (1,044.8 )
Other comprehensive (loss) income before reclassifications
   216.9    (10.2 )    (29.7 )    177.0
Amounts reclassified to earnings
   87.4    8.7    0.1    96.2








Net current period other comprehensive income (loss)
   304.3    (1.5 )    (29.6 )    273.2








Balance at September 30, 2017
   $ (303.6 )    $ (401.5 )    $ (66.5 )    $ (771.6 )

~~For the three and nine months ended September 30, 2017 and 2016, reclassifications~~


	Cumulative Translation Adjustment		Pension and Postretirement Costs		Derivative Financial Instruments		AOCL
Balance at December 31, 2021	$	(575)	$	(292)	$	(15)	$	(882)
Other comprehensive income (loss) before reclassifications	17		1		(1)		17
Amounts reclassified to earnings	6		4		1		11
Net current period other comprehensive income	23		5		—		28
Balance at March 31, 2022	$	(552)	$	(287)	$	(15)	$	(854)

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Reclassifications from ~~AOCI~~AOCL to the results of operations for the ~~Company’s pension~~three months ended March 31, 2022 and ~~postretirement benefit plans~~2021 were a~~pre-tax~~pretax expense of ~~$4.5 million and $6.3 million, respectively, and $12.9 million and $13.3 million, respectively, and primarily represent the amortization of net actuarial losses (see~~ (in millions):


	Three Months Ended March 31,
		2022		2021
Cumulative translation adjustment (1)		$	6	$	—
Pension and postretirement benefit plans (2)		4		5
Derivative financial instruments (3)		1		4

(1)See Footnote 12). These costs are recorded in selling, general and administrative expenses (“SG&A”) and cost of sales. For the three and nine months ended September 30, 2017 and 2016, reclassifications from AOCI to the results of operations2 for ~~the Company’s derivative financial instruments~~further information.

(2)See Footnote 11 for ~~effective cash flow hedges werepre-tax~~ ~~expense of $3.2 million and $6.0 million, respectively, and $0.1 million and $32.6 million, respectively (see~~ further information.

(3)See Footnote ~~11). The amounts reclassified to earnings from the cumulative translation adjustment is due to divestitures (see Footnote 3).~~

10 for further information.

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Foreign currency translation adjustments
   $ 1.9    $ —      $ 0.8    $ —
Unrecognized pension and postretirement costs
   1.5    1.2    4.2    3.5
Derivative financial instruments
   (1.1 )    3.3    (7.7 )    (28.6 )








Income tax provision (benefit) related to OCI
   $ 2.3    $ 4.5    $ (2.7 )    $ (25.1 )


	Three Months Ended March 31,
		2022		2021
Foreign currency translation adjustments		$	1	$	12
Pension and postretirement benefit costs		—		1
Derivative financial instruments		(1)		2
Income tax provision related to AOCL		$	—	$	15

Footnote 54 — Restructuring Costs

~~Restructuring Costs~~

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

As part of the Jarden Acquisition, the Company initiated a comprehensive strategic assessment of the business and launched a new corporate strategy that focuses the portfolio, prioritizes investment in the categories with the greatest potential for growth, and extends the Company’s advantaged capabilities in insights, product design, innovation, and~~E-commerce~~ to the broadened portfolio. The investments in new capabilities are designed to unlock the growth potential of the portfolio and will be funded by a commitment to release cost savings from 2016 to 2021 of approximately $1.3 billion through the combination of the completion of Project Renewal (approximately $300 million) and delivery of cost synergies associated with the Jarden integration (approximately $1 billion). This new corporate strategy is called the New Growth Game Plan and builds on the successful track record of growth acceleration, margin development, and value creation associated with the transformation of Newell Rubbermaid from 2011 through 2016.

~~Project Renewal~~

In April 2015, the Company committed to a further expansion of Project Renewal (the “April 2015 Expansion”). Project Renewal was initially launched in October 2011 to reduce the complexity of the organization and increase investment in growth platforms within the business. Under Project Renewal, the Company is simplifying and aligning its businesses around two key activities—Brand & Category Development and Market Execution & Delivery. Pursuant to an expansion of Project Renewal in October 2014, the Company is: (i) further streamlining its supply chain function, including reducing overhead and realigning the supply chain management structure; (ii) investing in value analysis and value engineering efforts to reduce product and packaging costs; (iii) reducing operational and manufacturing complexity in its Learn segment; and (iv) further streamlining its distribution and transportation functions. Under the April 2015 Expansion, the Company is further implementing additional activities designed to further streamline business partnering functions (e.g., Finance/IT, Legal and Human Resources), optimize global selling and trade marketing functions and rationalize the Company’s real estate portfolio. Project Renewal is expected to be complete by the end of 2017, and as a result, additional cash payments and savings will be realized thereafter.

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Employee severance, termination benefits and relocation costs
   $ 0.2    $ 1.4    $ 1.8    $ (4.0 )
Exited contractual commitments and other
   7.2    (1.6 )    15.9    17.0








   $ 7.4    $ (0.2 )    $ 17.7    $ 13.0


	Three Months Ended March 31,
		2022		2021
Commercial Solutions		$	1	$	—
Home Appliances		1		1
Home Solutions		1		2
Learning and Development		2		1
Outdoor and Recreation		—		1

		$	5	$	5

Accrued restructuring costs activity for ~~Project Renewal for~~ the ~~nine~~three months ended ~~September 30, 2017 is as follows (in millions):~~

   Balance at
December 31,
2016    Restructuring
Costs    Payments Non-Cash
Charges
and Other Balance at
September 30,
2017
Employee severance, termination benefits and relocation costs
   $ 15.8    $ 1.8    $ (6.3 ) $ (0.2 ) $ 11.1
Exited contractual commitments and other
   17.4    15.9    (7.5 ) —   25.8






   $ 33.2    $ 17.7    $ (13.8 ) $ (0.2 ) $ 36.9

~~Jarden Integration~~

The Company currently expects to incur up to approximately $1.0 billion of restructuring and other costs through 2021 to integrate the legacy Newell Rubbermaid and Jarden businesses (the “Jarden Integration”). Initially, integration projects will primarily be focused on driving cost synergies in procurement, overhead functions and organizational changes designed to redefine the operating model of the Company from a holding company to an operating company. Restructuring costs associated with integration projects are expected to include employee-related cash costs, including severance, retirement and other termination benefits, and contract termination and other costs. In addition, other costs associated with the Jarden Integration are expected to include advisory and personnel costs for managing and implementing integration projects.

~~Other Restructuring~~

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

~~Accrued restructuring cost activity for the Jarden Integration and other restructuring for the nine months ended September 30, 2017 is as follows (in millions):~~

   Balance at
December 31,
2016    Restructuring
Costs    Payments Non-Cash
Charges
and Other Balance at
September 30,
2017
Employee severance, termination benefits and relocation costs
   $ 38.2    $ 50.3    $ (40.1 ) $ (8.6 ) $ 39.8
Exited contractual commitments and other
   0.5    14.2    (8.5 ) (0.1 ) 6.1






   $ 38.7    $ 64.5    $ (48.6 ) $ (8.7 ) $ 45.9

~~Restructuring Costs~~

~~Restructuring costs incurred by reportable business segment for all restructuring activities in continuing operations for the periods indicated~~March 31, 2022 are as follows (in millions):

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Live
   $ 3.0    $ 2.9    $ 10.7    $ 2.3
Learn
   3.0    3.7    8.8    8.8
Work
   1.6    1.7    7.0    4.3
Play
   1.6    2.3    10.6    2.6
Other
   1.4    1.3    5.0    6.4
Corporate
   27.8    1.1    40.1    17.3








   $ 38.4    $ 13.0    $ 82.2    $ 41.7


	Balance at December 31, 2021		Restructuring Costs, Net		Payments		Balance at March 31, 2022
Severance and termination costs	$	8	$	4	$	(5)	$	7
Contract termination and other costs	2		1		(2)		1
	$	10	$	5	$	(7)	$	8

2020 Restructuring Plan

The Company’s 2020 restructuring program, which was substantially complete at the end of 2021, was designed to reduce overhead costs, streamline certain underperforming operations and improve future profitability. The restructuring costs, which

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impacted all segments, include employee-related costs such as severance and other termination benefits. During the three months ended March 31, 2021, the Company recorded restructuring charges of $5 million. Any remaining cash payments are expected to be paid within one year of charges incurred.

Other Restructuring and Restructuring-Related Costs

The Company regularly incurs other restructuring and restructuring-related costs in connection with various discrete initiatives, including certain costs associated with Project Ovid. Restructuring-related costs are recorded in cost of products sold and selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations based on the nature of the underlying costs incurred. During the three months ended March 31, 2022, the Company recorded restructuring charges of $5 million.

Footnote 65 — Inventories ~~Net~~

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

   September 30,
2017    December 31,
2016
Raw materials and supplies
   $ 449.4    $ 350.7
Work-in-process
   244.8    236.1
Finished products
   2,167.3    1,529.2




Total inventories
   $ 2,861.5    $ 2,116.0


	March 31, 2022		December 31, 2021
Raw materials and supplies	$	321	$	310
Work-in-process	205		167
Finished products	1,771		1,520
	$	2,297	$	1,997

Footnote 76 — Property, Plant and Equipment, Net

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

   September 30,
2017    December 31,
2016
Land
   $ 108.8    $ 108.4
Buildings and improvements
   728.3    653.0
Machinery and equipment
   2,704.4    2,454.6




   3,541.5    3,216.0
Less: Accumulated depreciation
   (1,866.3 )    (1,672.6 )




   $ 1,675.2    $ 1,543.4


	March 31, 2022		December 31, 2021
Land	$	80	$	82
Buildings and improvements	636		678
Machinery and equipment	2,314		2,387
	3,030		3,147
Less: Accumulated depreciation	(1,886)		(1,943)
	$	1,144	$	1,204

Depreciation expense ~~for continuing operations~~ was ~~$71.7~~$49 million and ~~$62.8~~$52 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and $210 million and $153 million for~~2021, respectively.

During the ~~nine months~~quarter ended ~~September 30, 2017 and 2016, respectively.~~

March 31, 2022, the Company took possession of a right of use operating lease asset with future obligations of approximately $64 million.

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Footnote 87 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 is as follows (in millions):

Segment    Balance at
December 31,
2016    Acquisitions    Other
Adjustments (1) Impairment (2)    Foreign
Currency    Balance at
September 30,
2017
Live
   $ 3,639.9    $ 172.8    $ 45.8 $ —      $ 25.3    $ 3,883.8
Learn
   2,785.4    —      3.9 —      56.6    2,845.9
Work
   1,871.0    —      (16.9 ) —      29.8    1,883.9
Play
   1,161.4    —      (7.6 ) —      5.1    1,158.9
Other
   761.2    —      (9.7 ) —      2.5    754.0










   $ 10,218.9    $ 172.8    $ 15.5 $ —      $ 119.3    $ 10,526.5

~~(1)~~

~~Comprised primarily of adjustments related to the Jarden Acquisition, whose purchase price allocation was finalized during the second quarter of 2017 (see Footnote 2).~~

~~(2)~~

~~See Footnote 3 for impairment charges related to assets held for sale.~~


Segments	Net Book Value at December 31, 2021		Foreign Exchange		Gross Carrying Amount		Accumulated Impairment Charges		Net Book Value at March 31, 2022
Commercial Solutions	$	747	$	—	$	916	$	(169)	$	747
Home Appliances	—		—		569		(569)		—
Home Solutions	164		—		2,567		(2,403)		164
Learning and Development	2,593		(18)		3,421		(846)		2,575
Outdoor and Recreation	—		—		788		(788)		—
	$	3,504	$	(18)	$	8,261	$	(4,775)	$	3,486

Other intangible assets, net, are comprised of the following ~~as of~~at the dates indicated (in millions):

   September 30, 2017    December 31, 2016
   Gross Carrying
Amount (1)    Accumulated
Amortization Net Book
Value    Gross Carrying
Amount    Accumulated
Amortization Net Book
Value
Trade names — indefinite life
   $ 10,199.3    $ —   $ 10,199.3    $ 9,935.1    $ —   $ 9,935.1
Trade names — other
   375.5    (52.2 ) 323.3    286.3    (34.2 ) 252.1
Capitalized software
   545.5    (331.4 ) 214.1    482.0    (252.9 ) 229.1
Patents and intellectual property
   253.6    (133.3 ) 120.3    227.9    (105.0 ) 122.9
Customer relationships and distributor channels
   3,703.8    (333.5 ) 3,370.3    3,761.7    (204.0 ) 3,557.7
Other
   134.6    (54.3 ) 80.3    25.9    (11.0 ) 14.9








   $ 15,212.3    $ (904.7 ) $ 14,307.6    $ 14,718.9    $ (607.1 ) $ 14,111.8

~~(1)~~

At September 30, 2017, the amounts attributable to the Jarden Acquisition are as follows: trade names — indefinite life — $9.4 billion; trade names — other — $247 million; capitalized software — $63.0 million; patents and intellectual property — $99.1 million; customer relationships and distributor channels — $3.5 billion; and, other intangible assets — $124 million.

~~The table below summarizes the Company’s amortization periods for other intangible assets, including capitalized software, as of September 30, 2017:~~


		~~Amortization Periods~~ ~~(in years)~~
~~Trade names — indefinite life~~		~~N/A~~
~~Trade names — other~~		~~3–30 years~~
~~Capitalized software~~		~~3–12 years~~
~~Patents and intellectual property~~		~~3–14 years~~
~~Customer relationships & distributor channels~~		~~3–30 years~~
~~Other~~		~~3–5 years~~


	March 31, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Trade names — indefinite life	$	2,028	$	—	$	2,028	$	2,219	$	—	$	2,219
Trade names — other	165		(72)		93		159		(65)		94
Capitalized software	581		(461)		120		631		(495)		136
Patents and intellectual property	22		(15)		7		22		(14)		8
Customer relationships and distributor channels	1,082		(284)		798		1,216		(303)		913

	$	3,878	$	(832)	$	3,046	$	4,247	$	(877)	$	3,370

Amortization expense for intangible assets ~~for continuing operations~~ was ~~$84.1~~$27 million and ~~$75.1~~$34 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and $266 million and $154 million for the nine months ended September 30, 2017 and 2016,~~2021, respectively. ~~Amortization expense for the nine months ended September 30, 2017 includes a measurement period expense adjustment of $13.6 million related to the valuation ofnon-compete~~ ~~agreements within other intangible assets.~~

Footnote 98 — Other Accrued Liabilities

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

   September 30,
2017    December 31,
2016
Customer accruals
   $ 405.3    $ 432.4
Accruals for manufacturing, marketing and freight expenses
   78.5    89.3
Accrued self-insurance liabilities, contingencies and warranty
   162.8    168.1
Deferred revenue
   75.4    187.5
Derivative liabilities
   79.8    14.7
Accrued income taxes
   140.7    64.9
Accrued interest expense
   189.8    108.5
Other
   425.7    399.5




Other accrued liabilities
   $ 1,558.0    $ 1,464.9


	March 31, 2022		December 31, 2021
Customer accruals	$	652	$	715
Operating lease liabilities	125		122
Accrued self-insurance liabilities, contingencies and warranty	121		125
Accrued interest expense	115		56
Accrued marketing and freight expenses	66		59
Accrued income taxes	54		43
Other	242		244
	$	1,375	$	1,364

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Footnote 109 — Debt

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

   September 30,
2017    December 31,
2016
2.05% senior notes due 2017
   $ 349.9    $ 349.4
6.25% senior notes due 2018
   —      249.8
2.15% senior notes due 2018
   299.4    298.9
2.60% senior notes due 2019
   266.5    995.0
2.875% senior notes due 2019
   348.5    347.9
4.70% senior notes due 2020
   304.2    380.0
3.15% senior notes due 2021
   993.1    991.7
3.75% senior notes due 2021
   368.1    326.9
4.00% senior notes due 2022
   248.7    248.5
3.85% senior notes due 2023
   1,738.4    1,737.0
5.00% senior notes due 2023
   312.6    314.1
4.00% senior notes due 2024
   495.7    495.2
3.90% senior notes due 2025
   297.1    296.8
4.20% senior notes due 2026
   1,982.3    1,981.0
5.375% senior notes due 2036
   494.9    494.7
5.50% senior notes due 2046
   1,725.9    1,725.7
Term loan
   299.7    399.5
Commercial paper
   116.0    —
Receivables facilities
   768.5    187.4
Other debt
   65.9    73.3




Total debt
   11,475.4    11,892.8
Short-term debt and current portion of long-term debt
   (1,291.0 )    (601.9 )




Long-term debt
   $ 10,184.4    $ 11,290.9

March 31, 2022 December 31, 2021
3.85% senior notes due 2023 $ 1,087 $ 1,086
4.00% senior notes due 2024 200 200
4.875% senior notes due 2025 495 494
3.90% senior notes due 2025 47 47
4.20% senior notes due 2026 1,976 1,975
5.375% senior notes due 2036 417 417
5.50% senior notes due 2046 658 658
Other debt 3 9
Total debt 4,883 4,886
Short-term debt and current portion of long-term debt (3) (3)
Long-term debt $ 4,880 $ 4,883

Senior Notes

~~In March 2017,~~

On February 11, 2022, S&P Global Inc. (“S&P”) upgraded the Company’s debt rating to “BBB-” from “BB+” as S&P believed the Company ~~commenced cash tender offers (the “Tender Offers”) totaling approximately $1.06 billion for any and all of its 6.25% senior notes due 2018 and up~~has been able to a maximum aggregate principal amount of certain of its other senior notes. In March 2017, pursuant to the Tender Offers the Company repurchased approximately $63 million aggregate principal amount of its 6.25% senior notes due 2018, approximately $733 million aggregate principal amount of its 2.6% senior notes due 2019 and approximately $76 million aggregate principal amount of its 4.7% senior notes due 2020 for total consideration, excluding accrued interest, of approximately $897 million. As a result of theseachieve S&P’s target debt ~~extinguishments, the Company recorded a loss on the extinguishment of debt of $27.8 million during the first quarter of 2017, primarily comprised of prepayment premiums and anon-cash~~ ~~charge due to thewrite-off~~ ~~of deferred debt issuance costs.~~

In April 2017, the Company redeemed the remaining approximately $187 million aggregate principal amount of its 6.25% senior notes due 2018 for total consideration, excluding accrued interest of approximately $195 million.level. As a result of this ~~debt extinguishment,~~upgrade, the Company ~~recorded~~is now in a ~~loss~~position to access the commercial paper market, up to a maximum of $800 million, provided there is a sufficient amount available for borrowing under the Credit Revolver (defined hereafter). In addition, the interest rate on the ~~extinguishment~~relevant senior notes decreased by 25 basis points due to the upgrade, reducing the Company’s interest expense by approximately $10 million on an annualized basis (approximately $8 million in 2022). However, certain of ~~debt of $4.5 million during~~ the ~~second quarter of 2017, primarily comprised of prepayment premiums, partially offset by thewrite-off~~ ~~of a deferred gain on previously terminated~~Company’s outstanding senior notes aggregating to approximately $4.2 billion are still subject to an interest rate ~~swaps.~~

~~Net Investment Hedge~~

adjustment of 25 basis points in connection with the Moody’s Corporation (“Moody’s”) downgraded debt rating in 2020.

Receivables Facility

The Company maintains an Accounts Receivable Securitization Facility (the “Securitization Facility”). The aggregate commitment under the Securitization Facility is $600 million. The Securitization Facility matures in October 2022 and bears interest at a margin over a variable interest rate. The maximum availability under the Securitization Facility fluctuates based on eligible accounts receivable balances. At March 31, 2022, the Company did not have any amounts outstanding under the Securitization Facility.

Revolving Credit Facility

The Company has ~~designated~~a $1.25 billion revolving credit facility that matures in December 2023 (the “Credit Revolver”). At March 31, 2022, the ~~€300.0 million principal balance of~~Company did not have any amounts outstanding under the 3.75% senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. At September 30, 2017, $14.0 million of deferred losses have been recorded in AOCI.

Credit Revolver.

Other

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

   September 30, 2017    December 31, 2016
   Fair Value    Book Value    Fair Value    Book Value
Senior notes
   $ 11,089.9    $ 10,225.2    $ 11,979.2    $ 11,234.1


	March 31, 2022				December 31, 2021
	Fair Value		Book Value		Fair Value		Book Value
Senior notes	$	5,010	$	4,880	$	5,477	$	4,877

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

Table of Contents

Footnote ~~11 — Derivatives~~

10 —Derivatives

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

Interest Rate Contracts

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

Fair Value Hedges

At ~~September 30, 2017,~~March 31, 2022, the Company had approximately ~~$527~~$100 million notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate (LIBOR) of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against ~~$277~~$100 million of principal on the ~~4.7% senior notes due 2020 and $250 million of principal on the 4.0%~~4.00% senior notes due 2024 for the remaining life of ~~these notes.~~the note. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain intercompany financing arrangements with foreign subsidiaries. As of September 30, 2017, the notional value of outstanding cross-currency interest rate swaps was approximately $161 million. The cross-currency interest rate swaps are intended to eliminate uncertainty in cash flows in U.S. Dollars and British Pounds in connection with the intercompany financing arrangements. The ~~effective portions~~Company previously entered into 3 cross-currency swaps, maturing in January 2025, February 2025 and September 2027, respectively, with an aggregate notional amount of ~~the changes in fair values~~$1.3 billion. Each of these cross-currency swaps were 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 fixed rate of Euro-based interest and receives a fixed rate ~~swap agreements are reported~~of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the three months ended March 31, 2022 and 2021, the Company recognized income of $5 million and $4 million, respectively, in ~~AOCI and an amount is reclassified out of AOCI into other (income)~~interest expense, net, ~~which is offset in~~related to the ~~same period by the remeasurement in the carrying value~~portion of ~~the underlying foreign currency intercompany financing arrangements being hedged.~~

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 and have maturity dates through ~~September 2018.~~December 2022. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of ~~AOCI and~~AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At ~~September 30, 2017,~~March 31, 2022, the Company had approximately ~~$448~~$467 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, 2017,~~March 31, 2022, the Company had approximately ~~$2.7~~$1.2 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through ~~November 2017.~~December 2022. Fair market value gains or losses are included in the results of operations and are classified in other ~~(income) expense, net.~~

income, net in the Company's Condensed Consolidated Statement of Operations.

Table of Contents

The following table presents the fair value of derivative financial instruments ~~as of September 30, 2017 and December 31, 2016~~at the dates indicated (in millions):

   September 30, 2017    December 31, 2016
   Fair Value of Derivatives    Fair Value of Derivatives
   Asset (a)    Liability (a)    Asset (a)    Liability (a)
Derivatives designated as effective hedges:

Cash flow hedges:

Cross-currency swaps
   $ —      $ 17.2    $ 0.7    $ 16.3
Foreign currency contracts
   2.4    14.6    14.2    3.4
Fair value hedges:

Interest rate swaps
   0.9    4.5    —      5.9
Derivatives not designated as effective hedges:

Foreign currency contracts
   35.1    65.3    18.2    10.9
Commodity contracts
   0.1    —      0.2    0.3








Total
   $ 38.5    $ 101.6    $ 33.3    $ 36.8








(a) Consolidated balance sheet location:

Asset: Prepaid expenses and other, and othernon-current assets

Liability: Other accrued liabilities, and current andnon-current liabilities


		Fair Value of Derivatives
		Assets (Liabilities)
	Balance Sheet Location	March 31, 2022		December 31, 2021
Derivatives designated as effective hedges:
Cash Flow Hedges
Foreign currency contracts	Prepaid expenses and other current assets	$	10	$	12
Foreign currency contracts	Other accrued liabilities	(6)		(2)
Fair Value Hedges
Interest rate swaps	Other assets	—		3
Interest rate swaps	Other accrued liabilities	(1)		—
Net Investment Hedges
Cross-currency swaps	Prepaid expenses and other current assets	15		18
Cross-currency swaps	Other noncurrent liabilities	(34)		(41)

Derivatives not designated as effective hedges:
Foreign currency contracts	Prepaid expenses and other current assets	16		7
Foreign currency contracts	Other accrued liabilities	(21)		(14)

Total		$	(21)	$	(17)

The following ~~tables~~table presents gain and ~~loss~~(loss) activity (on a pretax basis) ~~for the three and nine months ended September 30, 2017 and 2016~~ related to derivative financial instruments designated or previously designated, as effective hedges (in millions):

      Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
      Gain/(Loss) Gain/(Loss)

Location of gain/(loss)
recognized in income
   Recognized
in OCI (a)
(effective portion) Reclassified
from AOCI
to Income Recognized
in OCI (a)
(effective portion) Reclassified
from AOCI
to Income
Interest rate swaps

Interest expense, net
   $ —   $ (2.1 ) $ —   $ (2.4 )
Foreign currency contracts

Sales and cost of sales
   (12.8 ) (0.4 ) (0.7 ) 1.6
Cross-currency swaps

Other income (expense), net
   (0.4 ) (0.7 ) (3.7 ) (5.2 )


Total
      $ (13.2 ) $ (3.2 ) $ (4.4 ) $ (6.0 )


      Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
      Gain/(Loss) Gain/(Loss)

Location of gain/(loss)
recognized in income
   Recognized
in OCI (a)
(effective portion) Reclassified
from AOCI
to Income Recognized
in OCI (a)
(effective portion) Reclassified
from AOCI
to Income
Interest rate swaps

Interest expense, net
   $ —   $ (6.2 ) $ (88.1 ) $ (5.1 )
Foreign currency contracts

Sales and cost of sales
   (35.8 ) 12.4 7.3 2.1
Cross-currency swaps

Other income (expense), net
   (1.6 ) (6.3 ) (29.3 ) (29.6 )


Total
      $ (37.4 ) $ (0.1 ) $ (110.1 ) $ (32.6 )

~~(a)~~

~~Represents effective portion recognized in OCI.~~

~~The amount of ineffectiveness related to cash flow hedges during the three and nine months ended September 30, 2017 and 2016 was not material.~~











		Three Months Ended March 31, 2022				Three Months Ended March 31, 2021
		Gain/(Loss)				Gain/(Loss)
	Location of gain/(loss) recognized in income	Recognized in OCI (effective portion)		Reclassified from AOCL to Income		Recognized in OCI (effective portion)		Reclassified from AOCL to Income
Interest rate swaps	Interest expense, net	$	—	$	(2)	$	—	$	(2)
Foreign currency contracts	Net sales and cost of products sold	(1)		1		3		(2)

Cross-currency swaps	Other income, net	4		—		36		—
Total		$	3	$	(1)	$	39	$	(4)

At ~~September 30, 2017,~~March 31, 2022, net deferred ~~net losses~~gains of approximately ~~$22~~$10 million within ~~AOCI~~AOCL are expected to be reclassified to earnings over the next twelve months.

During the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, the Company recognized expense ~~(income)~~ of ~~$12.7~~$3 million and ~~($0.8) million, respectively, and $45.3 million and ($4.1)~~income of $7 million, respectively, in other ~~(income) expense,~~income, net, related to derivatives that are not designated as hedging ~~instruments, which is mostlyoffset~~instruments. Gains and losses on these derivatives are mostlyoffset by foreign currency movement in the underlying exposure.

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

Table of Contents

Footnote 1211 — Employee Benefit and Retirement Plans

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

   Pension Benefits
   Three Months Ended September 30,
   U.S.    International
   2017    2016    2017    2016
Service cost
   $ 0.6    $ 0.6    $ 1.9    $ 1.9
Interest cost
   12.6    12.2    3.4    4.7
Expected return on plan assets
   (18.3 )    (18.8 )    (4.7 )    (5.7 )
Amortization, net
   6.0    5.5    0.7    3.5








Net periodic pension cost
   $ 0.9    $ (0.5 )    $ 1.3    $ 4.4








   Nine Months Ended September 30,
   U.S.    International
   2017    2016    2017    2016
Service cost
   $ 2.0    $ 2.0    $ 5.6    $ 5.0
Interest cost
   37.9    32.3    10.1    14.2
Expected return on plan assets
   (55.0 )    (49.4 )    (13.9 )    (17.0 )
Amortization, net
   17.8    16.3    1.9    4.9








Net periodic pension cost
   $ 2.7    $ 1.2    $ 3.7    $ 7.1

   Postretirement Benefits
   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Service cost
   $ —      $ 0.1    $ 0.1    $ 0.1
Interest cost
   0.5    0.6    1.6    1.6
Amortization, net
   (2.2 )    (2.7 )    (6.8 )    (7.9 )








Net periodic expense
   $ (1.7 )    $ (2.0 )    $ (5.1 )    $ (6.2 )


			Pension Benefits
		U.S.	International
	Three Months Ended March 31,
			2022		2021		2022		2021
Service cost			$	—	$	—	$	1	$	1
Interest cost			6		5		2		2
Expected return on plan assets			(12)		(12)		(2)		(1)
Amortization			4		5		1		1

Total (income) expense			$	(2)	$	(2)	$	2	$	3


		Postretirement Benefits
	Three Months Ended March 31,
		2022		2021


Amortization		$	(1)	$	(1)
Total income		$	(1)	$	(1)

U.K. Defined Benefit Plan Buy-in

In February 2022, the Company entered into an agreement with an insurance company for a bulk annuity purchase or “buy-in” for one of its U.K. defined benefit pension plans, resulting in an exchange of plan assets for an annuity that matches the plan’s future projected benefit obligations to covered participants. The Company anticipates the “buy-out” for the plan to be completed by the end of 2022 or early 2023. The non-cash settlement charge associated with the transaction is expected to be material to the Company's results of operations.

Footnote 1312 — Income Taxes

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

~~The Company’s reported~~income tax rate for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016 was 10.6%~~2021 were 17.0% and ~~14.1%~~29.4%, respectively,. reflecting an increase in discrete tax benefits and a lower effective income tax rate associated with the divestiture of the CH&S business.

The difference ~~from~~between the U.S. federal statutory income tax rate toof 21.0% and the ~~reported~~Company’s effective income tax rate for the ~~nine~~three months ended ~~September 30, 2017 is~~March 31, 2022 and 2021 were impacted by a variety of factors, primarily ~~due to $75.0~~resulting from the geographic mix of where the income was earned as well as certain taxable income inclusion items in the U.S. based on foreign earnings.

The three months ended March 31, 2022 were also impacted by certain discrete items. Income tax expense for the three months ended March 31, 2022 included a discrete benefit of $4 million associated with the approval of certain state tax credits, offset by $14 million of ~~tax benefits related to the reversal of an outside basis difference and $42.0 million for the resolution of certain~~ income tax contingencies. Additionally, the tax rate was impacted by taxes related to the sale of the Tools, Winter Sports, and other businesses. The difference from the statutory tax rate to the reported tax rate for the nine months ended September 30, 2016 is primarily due to the Jarden Acquisition, the geographical mix of earnings, a $19.4 million reduction in the valuation allowance related to certain deferred tax assets of its international operations and $33.8 million for the resolution of certain income tax contingencies.

~~During the fourth quarter of 2016, the Company recorded $164 million of deferred~~ tax expense related to ~~its Tools~~the divestiture of the CH&S business ~~outside basis difference.~~ unit. The three months ended March 31, 2021 were also impacted by $1 million of discrete tax items.

During the three months ended March 31, ~~2017,~~2022, the Company ~~determined~~amended its 2017 U.S. federal income tax return to carryback foreign tax credits generated in 2018 and capital losses generated in 2018 and 2020. This resulted in an increase in noncurrent income taxes receivable of approximately $261 million, a decrease in income taxes payable of approximately $95 million, and an increase in deferred tax liabilities of approximately $356 million.

The Company’s U.S. federal income tax returns for 2011 to 2015 and 2017 to 2019, as well as certain state and non-U.S. income tax returns for various years, are under examination.

On June 18, 2019, the ~~outside basis difference~~U.S. Treasury and the Internal Revenue Service (“IRS”) released temporary regulations under IRC Section 245A (“Section 245A”) as enacted by the 2017 U.S. Tax Reform Legislation (“2017 Tax Reform”) and IRC Section 954(c)(6) (the “Temporary Regulations”) to apply retroactively to the date the 2017 Tax Reform was enacted. On August 21, 2020, the U.S.

Table of Contents

Treasury and IRS released finalized versions of the Temporary Regulations (collectively with the Temporary Regulations, the “Regulations”). The Regulations seek to limit the 100% dividends received deduction permitted by Section 245A for certain dividends received from controlled foreign corporations and to limit the applicability of the look-through exception to foreign personal holding company income for certain dividends received from controlled foreign corporations. Before the retroactive application of the Regulations, the Company benefited in 2018 from both the 100% dividends received deduction and the look-through exception to foreign personal holding company income. The Company analyzed the Regulations and concluded the relevant Regulations were not validly issued. Therefore, the Company has not accounted for the effects of the Regulations in its Condensed Consolidated Financial Statements for the period ending March 31, 2022. The Company believes it has strong arguments in favor of its position and believes it has met the more likely than not recognition threshold that its position will be sustained. However, due to the inherent uncertainty involved in challenging the validity of regulations, as well as a potential litigation process, there can be no assurances that the relevant Regulations will be invalidated or that a court of law will rule in favor of the Company. If the Company’s position on the Regulations is not sustained, the Company would be required to recognize an income tax expense of approximately $180 million to $220 million related to an income tax benefit from fiscal year 2018 that was recorded based on regulations in existence at the time. In addition, the Company may be required to pay any applicable interest and penalties. On April 4, 2022, in a U.S. entity included goodwill attributable to certain foreign subsidiaries, the result of which, was an overstatement of approximately $18 million of deferred tax expense during the fourth quarter of 2016. During the first quarter of 2017,case not involving the Company, ~~corrected~~the United States District Court for the District of Colorado granted the taxpayer's motion for summary judgment that the Temporary Regulations were not validly issued on the basis of improper promulgation. The Company is monitoring the impact of this ~~difference through current period tax expense.~~

decision and intends to continue to vigorously defend its position.

Footnote 1413 — Earnings Per Share

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,
   2017    2016    2017    2016
Weighted-average shares outstanding
   489.6    482.3    485.2    396.9
Share-based payment awards classified as participating securities
   0.8    1.7    1.1    1.4








Basic weighted-average shares outstanding
   490.4    484.0    486.3    398.3
Dilutive securities (1)
   1.1    2.2    1.6    1.8








Diluted weighted-average shares outstanding
   491.5    486.2    487.9    400.1

~~(1)~~

~~For the three and nine months ended September 31, 2017 and 2016 the amount of potentially dilutive securities that are excluded because their effect would be anti-dilutive are not material.~~


	Three Months Ended March 31,
		2022	2021


Basic weighted average shares outstanding		421.9	424.9
Dilutive securities		2.8	2.7
Diluted weighted average shares outstanding		424.7	427.6

At ~~September 30, 2017, there were approximately 2.5 million shares of the Company’s common stock that had~~March 31, 2022 and 2021 dividends and equivalents for share-based awards expected to be forfeited did not been issued to the former holders of Jarden shares who are exercising their right to judicial appraisal under Delaware law. Absent consent by the Company, these dissenting shareholders are no longer entitled to the merger consideration, but are instead entitled only to the judicially determined fair value of their shares, plus interest accruing from the date of the Jarden Acquisition, payable in cash (see have a material impact on net income for basic and diluted earnings per share.

Footnote ~~18).~~

~~Footnote 15~~14 — ~~Stockholders’~~Stockholders' Equity and Share-Based ~~Awards~~

Compensation

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, the Company awarded ~~1.4~~1.0 million performance-based restricted stock units ~~(RSUs)~~(“RSUs”), which had an aggregate grant date fair value of ~~$65.6~~$28 million and entitle the recipients to shares of the Company’s common stock primarily at the end of a three-year vesting period. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, the Company also awarded ~~0.5~~0.6 million time-based RSUs ~~which had~~with an aggregate grant date fair value of ~~$23.4 million and~~$16 million.These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest either at the end of a three-year period or in equal installments over a three-year period.

During the ~~specified vesting period.~~

~~In September 2017,~~three months ended March 31, 2022, the Company ~~announced that it~~also awarded 2.2 million time-based stock options with an aggregate grant date fair value of $14 million. These stock options entitle recipients to purchase shares of the Company’s common stock at an exercise price equal to the fair market value of the underlying shares as of the grant date and vest in equal installments over a three-year period.

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The weighted average assumptions used to determine the fair value of stock options granted for the three months ended March 31, 2022, is ~~reinstating its Stock~~as follows:


Risk-free interest rates	1.9	%
Expected volatility	42.0	%
Expected dividend yield	5.1	%
Expected life (in years)	6
Exercise price	$25.86

Share Repurchase Program

On February 6, 2022, the Company's Board of Directors authorized a $375 million Share Repurchase Program ~~that~~(“SRP”), effective immediately through the end of 2022. The Company’s common shares may be purchased by the Company ~~voluntarily suspended~~ in the ~~fourth quarter~~open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements. On February 25, 2022, the Company repurchased $275 million of ~~2015, in association with~~its shares of common stock beneficially owned by Carl C. Icahn and certain of his affiliates (collectively, “Icahn Enterprises”), at a purchase price of $25.86 per share, the ~~Jarden Acquisition.~~

closing price of the Company's common shares on February 18, 2022. At March 31, 2022, the Company has remaining authority to repurchase approximately $100 million of shares of common stock under the SRP.

Footnote 1615 — Fair Value Disclosures

Recurring Fair Value ~~Measurements~~

Measurements

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

   September 30, 2017 December 31, 2016
   Fair Value Asset (Liability) Fair Value Asset (Liability)
   Level 1    Level 2 Level 3    Total Level 1    Level 2 Level 3    Total
Derivatives:

Assets
   $ —      $ 38.5 $ —      $ 38.5 $ —      $ 33.3 $ —      $ 33.3
Liabilities
   —      (101.6 ) —      (101.6 ) —      (36.8 ) —      (36.8 )
Investment securities, including mutual funds
   5.2    3.5 —      8.7 4.8    9.9 —      14.7


	March 31, 2022								December 31, 2021
	Fair value Asset (Liability)								Fair value Asset (Liability)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivatives:
Assets	$	—	$	41	$	—	$	41	$	—	$	40	$	—	$	40
Liabilities	—		(62)		—		(62)		—		(57)		—		(57)
Investment securities, including mutual funds	13		—		—		13		13		—		—		13

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

~~Nonrecurring Fair Value Measurements~~

The Company’s nonfinancial assets that are measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangible assets and certain other assets. In the absence of a definitive sales price for these and similar types of assets, the Company generally uses projected cash flows, discounted as necessary, or market multiples to estimate the fair values of the impaired assets using key inputs such as management’s projections of cash flows on a~~held-and-used~~ basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Key inputs into the market multiple approach include identifying companies comparable to the Company’s business and estimated control premiums. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s impairment assessments and as circumstances require. Additionally, the carrying value and estimated fair value measurement of assets held for sale (see Footnote 3) are classified as Level 3, as the fair values utilize significant unobservable inputs.

Financial Instruments

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

Nonrecurring Fair Value Measurements

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

In connection with the Company's annual impairment testing at December 1, 2021, a tradename within the Learning and Development segment was fair valued at $47 million on a non-recurring basis.

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Footnote ~~11, respectively.~~

~~Footnote 17~~16 — Segment Information

~~In order to align reporting with the Company’s New Growth Game Plan strategy and organization structure, effective January 1, 2017~~

On March 31, 2022, the Company ~~is reporting~~sold its ~~financial~~CH&S business unit to Resideo Technologies, Inc. The results of operations for CH&S continued to be reported in ~~five segments~~the Condensed Consolidated Statements of Operations as ~~Live, Learn, Work, Play and Other.~~

~~This new structure reflects~~part of the manner in which the chief operating decision maker regularly assesses information for decision-making purposes, including the allocation of resources. All prior periods have been reclassified to conform to the current reporting structure.

Commercial Solutions segment through March 31, 2022.

The ~~Company’s~~Company's 5 primary reportable segments ~~are as follows:~~

are:

Segment

Key Brands

Description of Primary Products

~~Live~~Commercial Solutions

~~Aprica~~^®~~, Baby Jogger~~^®~~, Ball~~^®, Mapa, Quickie, Rubbermaid Commercial Products and Spontex

Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions

Home Appliances

Calphalon,^®,~~Crock-Pot~~^®~~, FoodSaver~~^®~~, Graco~~^®~~, Holmes~~^®, Crockpot, Mr. Coffee,^®~~, NUK~~^®, Oster^®~~, Rubbermaid~~^®, and Sunbeam^®~~, Tigex~~^®~~, Yankee Candle~~^®

Household products, including kitchen appliances

Home
Solutions

Ball(1), Calphalon, Chesapeake Bay Candle, FoodSaver, Rubbermaid, Sistema, WoodWick and Yankee Candle

Food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery ~~food storage~~ and home ~~storage~~fragrance products ~~fresh preserving products, home fragrance products; baby~~

Learning and
Development

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

Baby gear and infant care ~~and health~~ products; ~~home environment products and durable beverage containers~~

~~Learn~~

~~Dymo~~^®~~, Elmer’s~~^®~~, Expo~~^®~~, Jostens~~^®~~, Mr. Sketch~~^®~~, Paper Mate~~^®~~, Parker~~^®~~, Prismacolor~~^®~~, Sharpie~~^®~~, Waterman~~^®,

~~X-Acto~~^®

~~Writing~~writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting ~~products; fine writing instruments,~~products and labeling solutions ~~and a variety of support products for schools~~

~~Work~~Outdoor and Recreation

~~Mapa~~^®~~, Quickie~~^®~~, Rainbow~~^®~~, Rubbermaid~~^®~~, Rubbermaid Commercial Products~~^®~~, Spontex~~^®~~, Waddington~~Coleman, Contigo, ExOfficio and Marmot

~~Cleaning and refuse products; hygiene systems; material handling solutions, consumer and commercial totes and commercial food service and premium tableware products~~

~~Play~~

~~Berkley~~^®~~, Coleman~~^®~~, Contigo~~^®~~, Ex Officio~~^®~~, Marmot~~^®~~, Rawlings~~^®~~, Shakespeare~~^®

Products for outdoor and outdoor-related activities

~~Other~~

~~Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products, Goody~~^®~~, Bicycle~~^®~~, Rainbow~~^®

~~Plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging, beauty products, vacuum cleaning systems and gaming products~~

~~Segment~~

(1)

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

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

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


	Three Months Ended March 31,
		2022		2021
Net sales (1)
Commercial Solutions		$	510	$	471
Home Appliances		340		360
Home Solutions		500		504
Learning and Development		650		617
Outdoor and Recreation		388		336
		$	2,388	$	2,288

Operating income (loss) (2)
Commercial Solutions		$	55	$	50
Home Appliances		(18)		3
Home Solutions		61		61
Learning and Development		130		110
Outdoor and Recreation		45		15
Corporate		(56)		(47)
		$	217	$	192

		March 31, 2022		December 31, 2021
Segment assets
Commercial Solutions (3)		$	1,973	$	2,522
Home Appliances		1,081		1,055
Home Solutions		3,130		3,109
Learning and Development		4,454		4,401
Outdoor and Recreation		1,029		907
Corporate		2,537		2,185
		$	14,204	$	14,179

(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.

(3)The reduction in the Commercial Solutions segment assets is primarily due to the sale of the CH&S business.

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The following tables disaggregates revenue by major product grouping source and geography for the periods indicated ~~is as follows~~ (in millions):

   Three Months Ended September 30, 2017
   Live    Learn    Work    Play    Other Corporate Restructuring
Costs Consolidated
Net sales (1)
   $ 1,483.3    $ 642.0    $ 738.2    $ 610.6    $ 204.1 $ —   $ —   $ 3,678.2
Operating income (loss) (2)
   173.1    67.7    122.6    68.5    25.1 (95.2 ) (38.4 ) 323.4
Other segment data:

Total assets
   14,358.9    5,823.5    5,413.5    4,836.3    2,132.4 1,323.4 —   33,888.0
   Three Months Ended September 30, 2016
   Live    Learn    Work    Play    Other Corporate Restructuring
Costs Consolidated
Net sales (1)
   $ 1,450.2    $ 637.8    $ 726.9    $ 596.5    $ 543.2 $ —   $ —   $ 3,954.6
Operating income (loss) (2)
   136.1    124.3    116.8    3.6    46.2 (90.1 ) (13.0 ) 323.9
Other segment data:

Total assets
   10,301.8    3,022.2    3,615.2    3,766.3    3,019.6 10,690.4 —   34,415.5
   Nine Months Ended September 30, 2017
   Live    Learn    Work    Play    Other Corporate Restructuring
Costs Consolidated
Net sales (1)
   $ 3,828.7    $ 2,222.5    $ 2,089.6    $ 2,020.6    $ 837.7 $ —   $ —   $ 10,999.1
Operating income (loss) (2)
   326.9    460.4    306.0    213.8    (16.4 ) (306.0 ) (82.2 ) 902.5
   Nine Months Ended September 30, 2016
   Live    Learn    Work    Play    Other Corporate Restructuring
Costs Consolidated
Net sales (1)
   $ 2,895.3    $ 1,934.4    $ 1,642.3    $ 1,342.6    $ 1,313.5 $ —   $ —   $ 9,128.1
Operating income (loss) (2)
   170.6    442.4    184.5    3.7    89.2 (261.7 ) (41.7 ) 587.0

~~(1)~~

~~All intercompany transactions have been eliminated.~~

~~(2)~~

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





































	Three Months Ended March 31, 2022
	Commercial Solutions		Home Appliances		Home Solutions		Learning and Development		Outdoor and Recreation		Total
Commercial	$	401	$	—	$	—	$	—	$	—	$	401
Connected Home Security	109		—		—		—		—		109
Home Appliances	—		340		—		—		—		340
Food	—		—		302		—		—		302
Home Fragrance	—		—		198		—		—		198
Baby	—		—		—		291		—		291
Writing	—		—		—		359		—		359
Outdoor and Recreation	—		—		—		—		388		388

Total	$	510	$	340	$	500	$	650	$	388	$	2,388

North America	$	396	$	178	$	401	$	468	$	210	$	1,653
International	114		162		99		182		178		735
Total	$	510	$	340	$	500	$	650	$	388	$	2,388

	Three Months Ended March 31, 2021
	Commercial Solutions		Home Appliances		Home Solutions		Learning and Development		Outdoor and Recreation		Total
Commercial	$	380	$	—	$	—	$	—	$	—	$	380
Connected Home Security	91		—		—		—		—		91
Home Appliances	—		360		—		—		—		360
Food	—		—		274		—		—		274
Home Fragrance	—		—		230		—		—		230
Baby	—		—		—		281		—		281
Writing	—		—		—		336		—		336
Outdoor and Recreation	—		—		—		—		336		336

Total	$	471	$	360	$	504	$	617	$	336	$	2,288

North America	$	344	$	195	$	401	$	426	$	177	$	1,543
International	127		165		103		191		159		745
Total	$	471	$	360	$	504	$	617	$	336	$	2,288

Footnote 1817 — Litigation and Contingencies

The Company is ~~involved in legal proceedings~~subject to various claims and lawsuits in the ordinary course of ~~its business. These proceedings include~~business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, ~~for damages arising out of use of~~claims that the ~~Company’s products, allegations of infringement of~~Company has infringed on the intellectual property ~~commercial disputes~~rights of others, and consumer and employment ~~matters, as well as environmental matters.~~class actions. Some of the legal proceedings include claims for punitive as well as compensatory ~~damages,~~damages. In the ordinary course of business, the Company is also subject to 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 ~~proceedings may purport~~accounting matters for the time period beginning from January 1, 2016. The Company

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has cooperated with the SEC in connection with its investigation and ongoing requests for documents, testimony and information and intends to ~~be class actions.~~

~~Recall~~continue to do so. The Company cannot predict the timing or outcome of ~~Harness Buckles~~this investigation. Further, on ~~Select Car Seats~~

~~In February 2014, Graco,~~June 30, 2021, the Company received a ~~subsidiary~~subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S. Treasury regulations described inFootnote 12 - Income Taxes.

Securities Litigation

Certain of the Company’s current and former officers and directors have been named in shareholder derivative lawsuits. On October 29, 2018, a shareholder filed a putative derivative complaint, Streicher v. Polk, et al., in the United States District Court for the District of Delaware (the “Streicher Derivative Action”), purportedly on behalf of the Company ~~announced~~against certain of the Company's current and former officers and directors. On October 30, 2018, another shareholder filed a ~~voluntary recall~~putative derivative complaint, Martindale v. Polk, et al., in the ~~U.S.~~United States District Court for the District of ~~harness buckles used~~Delaware (the “Martindale Derivative Action”), asserting substantially similar claims purportedly on approximately 4 million toddler car seats manufactured between 2006 and 2013. In July 2014, Graco announced that it had agreed to expand the recall to include certain infant car seats manufactured between July 2010 and May 2013. In December 2014, the National Highway Traffic Safety Administration (the “NHTSA”) announced an investigation into the timelinessbehalf of the ~~recall,~~Company against the same defendants. The complaints allege, among other things, violations of the federal securities laws, breaches of fiduciary duties, unjust enrichment, and in March 2015, the investigation concluded with Graco entering into a consent order with NHTSA pursuant to which Graco committed to spend $7.0 million in total over a five-year period to enhance child passenger safety and make a $3.0 million payment to NHTSA. At September 30, 2017, the amount remaining to be paid associated with the consent order was immaterialwaste of corporate assets. The factual allegations underlying these claims are similar to the ~~condensed~~factual allegations made in the In re Newell Brands, Inc. Securities Litigation that was previously pending in the United States District Court for the District of New Jersey. That matter was dismissed by the District Court on January 10, 2020, and the dismissal was affirmed by the United States District Court of Appeals for the Third Circuit on December 1, 2020. The complaints seek damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The Streicher Derivative Action and the Martindale Derivative Action have been consolidated ~~financial statements~~and the case is now known as In re Newell Brands Inc. Derivative Litigation (the “Newell Brands Derivative Action”), which is pending in the United States District Court for the District of Delaware. On March 22, 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below). On December 30, 2020, 2 shareholders filed a putative derivative complaint, Weber, et al. v. Polk, et al., in the United States District Court for the District of Delaware (the “Weber Derivative Action”), purportedly on behalf of the ~~Company.~~

~~Jarden Acquisition~~

~~Under the Delaware General Corporation Law (“DGCL”), any Jarden stockholder who did not vote in favor of adoption~~Company against certain of the ~~Merger Agreement,~~Company’s current and ~~otherwise complies with~~former officers and directors. The complaint in the ~~provisions~~Weber Derivative Action alleges, among other things, breaches of ~~Section 262~~fiduciary duty and waste of corporate assets. The factual allegations underlying these claims are similar to the ~~DGCL, is entitled to seek an appraisal~~factual allegations made in the Newell Brands Derivative Action. On March 19, 2021, the United States District Court for the District of ~~his or her shares~~Delaware stayed the Weber Derivative Action pending final disposition of ~~Jarden common stock by~~Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below).

The Company and certain of its current and former officers and directors have been named as defendants in a putative securities class action lawsuit filed in the Superior Court of ~~Chancery~~New Jersey, Hudson County, on behalf of the State of Delaware as provided under Section 262 of the DGCL. As of September 30, 2017, dissenting stockholders collectively holding approximately 2.9 million shares of Jarden common stock have delivered (and not withdrawn) to Jarden written demands for appraisal. Two separate appraisal petitions, styled as~~Dunham Monthly Distribution Fund v. Jarden Corporation, Case No.12454-VCS~~ ~~(Court of Chancery of the State of Delaware) and~~~~Merion Capital LP v. Jarden Corporation~~~~, Case No.12456-VCS~~ ~~(Court of Chancery of the State of Delaware), respectively, were filed on June 14, 2016 by a~~

~~total of ten purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden~~all persons who acquired Company common stock pursuant or traceable to ~~Section 262~~the S-4 registration statement and prospectus issued in connection with the April 2016 acquisition of ~~the DGCL. A third appraisal petition (~~~~Fir Tree Value Master Fund, LP v.~~ Jarden ~~Corporation~~~~, Case No.12546-VCS~~ ~~(Court of Chancery of the State of Delaware)~~(the “Registration Statement”). The action was filed on ~~July 8, 2016 by two purported Jarden stockholders seeking an appraisal~~September 6, 2018 and is captioned Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al., Civil Action No. HUD-L-003492-18. The operative complaint alleges certain violations of the ~~fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. A fourth appraisal petition (~~~~Veritian Partners Master Fund LTP v. Jarden Corporation~~~~, Case No.12650-VCS~~ (Court of Chancery of the State of Delaware)) was filed on August 12, 2016 by two purported Jarden stockholders seeking an appraisal of the fair value of their shares of Jarden common stock pursuant to Section 262 of the DGCL. On or about October 3, 2016, the foregoing petitions were consolidated for joint prosecution under Case No.~~12456-VCS,~~ ~~and except as provided below, the litigation is ongoing. The holders of a total of approximately 10.6 million former Jarden shares were represented in these actions initially.~~

~~On July 5, 2017 and July 6, 2017, Jarden and eleven of the dissenting stockholders, specifically~~securities laws, including, Merion Capital ERISA LP, Merion Capital LP, Merion Capital II LP, Dunham Monthly Distribution Fund, WCM Alternatives: Event-Driven Fund, Westchester Merger Arbitrage Strategy sleeve of the JNL Multi-Manager Alternative Fund, JNL/Westchester Capital Event Driven Fund, WCM Master Trust, The Merger Fund, The Merger Fund VL and SCA JP Morgan Westchester (collectively, the “Settling Petitioners”), entered into settlement agreements with respect to approximately 7.7 million former Jarden shares (collectively, the “Settlement Agreements”). Pursuant to the Settlement Agreements in exchange for withdrawing their respective demands for appraisal of their shares of Jarden common stock and a full and final release of all claims, among other things, that the ~~Settling Petitioners received the original merger consideration provided for under the Merger Agreement, specifically (1) 0.862 of a share of Newell common stock,~~defendants made certain materially false and ~~(2) $21.00 in cash, per share of Jarden common stock (collectively, the “Merger Consideration”), excluding any~~misleading statements and all other benefits, including, without limitation, the right to accrued interest, dividends, and/or distributions. Accordingly, pursuant to the terms of the Settlement Agreements, Newell issued 6.6 million shares of Newell common stock to the Settling Petitioners (representing the stock component of the Merger Consideration), and authorized payment to the Settling Petitioners of approximately $162 million (representing the cash component of the Merger Consideration). The Court of Chancery of the State of Delaware has dismissed with prejudice the appraisal claims for the Settling Petitioners. Following the settlements, claims from the holders of approximately 2.9 million former Jarden shares remain outstandingomissions in the ~~proceedings.~~Registration Statement regarding the Company’s financial results, trends, and metrics. The ~~fair value~~plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief. The Company is currently unable to predict the ultimate timing or outcome of this litigation or reasonably estimate the ~~shares~~range of ~~Jarden common stock held by these dissenting stockholders, as determined by the court, would be payable in cash~~possible losses. The Company maintains insurance intended to cover losses arising out of this litigation up to specified limits (subject to deductibles, coverage limits and other terms and conditions), but any losses may exceed our current coverage levels, which could ~~be lower or higher than the merger consideration to which such Jarden stockholders would~~ have ~~been entitled under the Merger Agreement.~~

an adverse impact on our financial results.

Environmental Matters

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

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The Company’s estimate of environmental remediation costs associated with these matters ~~as of September 30, 2017~~at March 31, 2022 was ~~$49.5~~$37 million which is included in other accrued liabilities and other noncurrent liabilities in the ~~condensed consolidated balance sheets.~~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.

~~Lower Passaic River Matter~~

U.S. EPA has issued General Notice Letters (“GNLs”) to over 100 entities, including the Company and Berol Corporation, a subsidiary of the Company (“Berol”), alleging that they are PRPs at the Diamond Alkali Superfund Site, which includes a~~17-mile~~ ~~stretch of the Lower Passaic River and its tributaries.Seventy-two~~ of the GNL recipients, including the Company on behalf of itself and its subsidiaries, Goody Products, Inc. and Berol (the “Company Parties”), have taken over the performance of the remedial investigation (“RI”) and feasibility study (“FS”) for the Lower Passaic River. On April 11, 2014, while work on the RI/FS remained underway, U.S. EPA issued a Source Control Early Action Focused Feasibility Study (“FFS”), which proposed four alternatives for remediation of the lower 8.3 miles of the Lower Passaic River. U.S. EPA’s cost estimates for its cleanup alternatives ranged from approximately $315 million to approximately $3.2 billion in capital costs plus from $0.5 million to $1.8 million in annual maintenance costs for 30 years, with its preferred alternative carrying an estimated cost of approximately $1.7 billion plus an additional $1.6 million in annual maintenance costs for 30 years. In February 2015, the participating parties submitted to the U.S. EPA a draft RI, followed by submission of a draft FS in April 2015. The draft FS sets forth various alternatives for remediating the lower 17 miles of the Passaic River, ranging from a “no action” alternative, to targeted remediation of locations along the entire lower 17 mile stretch of the river, to remedial actions consistent with U.S. EPA’s preferred alternative as set forth in the FFS for the lower 8.3 miles coupled with monitored natural recovery and targeted remediation in the upper 9 miles. The cost estimates for these alternatives range from approximately $28.0 million to $2.7 billion, including related operation maintenance and monitoring costs. The draft RI/FS remains under review by U.S. EPA and is the subject of ongoing discussions among the agency and the submitting parties.

U.S. EPA issued its final Record of Decision for the lower 8.3 miles of the Lower Passaic River (the “ROD”) in March 2016, which, in the language of the document, finalizes as the selected remedy the preferred alternative set forth in the FFS, which U.S. EPA estimates will cost $1.4 billion. Subsequent to the release of the ROD in March 2016, U.S. EPA issued GNLs for the lower 8.3 miles of the Lower Passaic River (the “2016 GNL”) to numerous entities, apparently including all previous recipients of the initial GNL as well as several additional entities. As with the initial GNL, the Company and Berol were among the recipients of the 2016 GNL. The 2016 GNL states that U.S. EPA would like to determine whether one entity, Occidental Chemical Corporation (“OCC”), will voluntarily perform the remedial design for the selected remedy for the lower 8.3 miles, and that following execution of an agreement for the remedial design, U.S. EPA plans to begin negotiation of a remedial action consent decree “under which OCC and the other major PRPs will implement and/or pay for U.S. EPA’s selected remedy for the lower 8.3 miles of the Lower Passaic River and reimburse U.S. EPA’s costs incurred for the Lower Passaic River.” The letter “encourage[s] the major PRPs to meet and discuss a workable approach to sharing responsibility for implementation and funding of the remedy” without indicating who may be the “major PRPs.” Finally, U.S. EPA states that it “believes that some of the parties that have been identified as PRPs under CERCLA, and some parties not yet named as PRPs, may be eligible for a cash out settlement with U.S. EPA for the lower 8.3 miles of the Lower Passaic River.” In September 2016, OCC and EPA entered into an Administrative Order on Consent for performance of the remedial design. On March 30, 2017, U.S. EPA sent a letter offering a cash settlement in the amount of $280,600 to twenty PRPs, not including the Company Parties, for CERCLA Liability (with reservations, such as for Natural Resource Damages) in the lower 8.3 miles of the Lower Passaic River. U.S. EPA further indicated in related correspondence that a cash out settlement might be appropriate for additional parties that are “not associated with the release of dioxins, furans, or PCBs to the Lower Passaic River.” At this time, it is unclear how the cost of any cleanup would be allocated among any of the parties, including the Company Parties or any other entities. The site is also subject to a Natural Resource Damage Assessment.

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

Given the uncertainties pertaining to this matter, including that U.S. EPA is still reviewing the draft RI and FS, that no framework for or agreement on allocation for the investigation and ultimate remediation has been developed, and that there exists the potential for further litigation regarding costs and cost sharing, the extent to which the Company Parties may be held liable or responsible is not yet known. Accordingly, it is not possible at this time for the Company to estimate its ultimate liability related to this matter.

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

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

~~Clean Air Act Labeling~~

Lower Passaic River Matter

~~In April 2015,~~

Background

The U.S. EPA has issued General Notice Letters to over 100 entities, including the Company ~~became aware~~and its subsidiary, Berol Corporation (together, the “Company Parties”), alleging that ~~two beverage container products, one product~~they are PRPs at the Diamond Alkali Superfund Site (“Site”) pursuant to the CERCLA. The Site is the subject of investigation and remedial activities (the “CERCLA Administrative Actions”) and related settlement negotiations with the U.S. EPA. In addition, the Company Parties are defendants in related litigation, and the Site is also subject to a Natural Resource Damage Assessment.

CERCLA Administrative Actions

The Site is divided into 4 “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 ~~recently acquired bubba brands business~~tributaries (“Unit 2”), and ~~one product~~operable unit 4, which comprises a 17-mile stretch of the Lower Passaic River and its ~~recently acquired Ignite business, contained closed cell rigid polyurethane foam insulation that was blown with HCFC-141b, which~~tributaries (“Unit 4”). Unit 2 is ~~listed as a Class IIozone-depleting~~ substance under the Montreal Protocol on Substances that Deplete the Ozone Layer. Under the Clean Air Act and U.S. EPA’s regulations promulgated thereunder, as of January 1, 2015, certain products made with or containing ozone depleting substances, including HCFC-141b, must bear a specific warning label. geographically subsumed within Unit 4.

Unit 4 Investigation

The Company ~~discovered that the affected products imported~~received its first general notice letter pertaining to Unit 4 in early 2015 did not display the required label. While the affected product lines were not compliant with applicable environmental regulations regarding ozone depleting substances, use of the products is safe and poses no risk to consumers. Upon discovery,2003. Beginning in 2004, the Company ~~self-reported~~Parties, together with numerous other PRPs, entered into several administrative agreements with the ~~violations~~U.S. EPA to fund and perform various investigation and clean-up activities in Unit 4. Pursuant to a 2007 Administrative Order on Consent, over 70 PRPs, including the Company Parties, have been performing or funding the remedial investigation and feasibility study for Unit 4. The parties performing the remedial investigation and feasibility study submitted the results of their remedial investigation to the U.S. EPA in July 2019. They also submitted an interim remedy feasibility study focused on the upper 9 miles of Unit 4 in September 2021. Activity under the remedial investigation and ~~replaced~~feasibility study for Unit 4 is not yet complete and remains underway.

In October 2021, the ~~blowing agent~~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 ~~products.~~ aggregate.

Unit 2 Investigation

Concurrent with activities under the remedial investigation and feasibility study for Unit 4, the U.S. EPA 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. The U.S. EPA then issued a General Notice Letter for Unit 2 to the Company Parties and over 100 other entities, including those that received a General Notice Letter in connection with Unit 4. The Unit 2 General Notice Letter requested that Occidental Chemical Corporation (“OCC”) perform the remedial design for Unit 2, which OCC subsequently agreed to perform. The General Notice Letter indicated that, following execution of a remedial design consent decree, the U.S. EPA would begin negotiating a remedial action consent decree for Unit 2 with OCC and other major PRPs.

2016 Record of Decision and 2021 Record of Decision Remedy Performance

In March 2022, U.S. EPA issued a Notice of Potential Liability and Notice of Consent Decree Negotiations to OCC and several other entities, excluding the Company Parties, encouraging those parties to finance and perform the remedies selected in the 2016 and 2021 Records of Decision. The U.S. EPA specifically identified OCC and four other companies as “work parties” in connection with Units 2 and 4. The Company Parties were not recipients of this notice and were not identified as work parties.

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The U.S. EPA Settlement

In September 2017, the ~~Company entered into~~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 ~~Consent Agreement~~number of parties (the “U.S. EPA Settlement”). The PRPs responsible for release of dioxin, furans, and/or polychlorinated biphenyls would be expected to perform the remedial action for Unit 2 and ~~Final Order with~~would be excluded from the U.S. EPA Settlement. The allocation process has concluded. In February 2022, the U.S. EPA and certain parties to the allocation, including the Company Parties, reached an agreement in principle concerning a cash-out settlement for both Unit 2 and Unit 4. The agreement in principle remains subject to the negotiation and court entry of a consent decree finalizing the U.S. EPA Settlement.

The OCC Litigation

In June 2018, 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 a Motion for Stay of Proceedings filed in January 2022, certain defendants and all third-party defendants in the OCC Litigation moved to stay the case for a six-month period to allow the final stage of the parallel allocation proceedings and resulting settlement negotiations in the U.S. EPA Settlement to conclude. The U.S. District Court denied the motion in March 2022.

The Company ~~has paid a penalty of $106,000.~~

~~Other Matters~~

~~Although management of~~Parties continue to vigorously defend the OCC Litigation. At this time, the Company cannot predict the ~~ultimate outcome~~eventual outcome.

The Natural Resource Damage Assessment

In 2007, the National Oceanic and Atmospheric Administration (“NOAA”), acting as the lead administrative trustee on behalf of ~~these proceedings~~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 ~~certainty,~~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.

As of the date of filing of this Quarterly Report, based on the agreement in principle noted above, 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. With respect to the OCC Litigation and Natural Resource Damage Assessment, the Company is currently unable to reasonably estimate the range of possible losses.

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, it ~~believes~~is possible that the ultimate ~~resolution of~~liability resulting from this matter and the ~~Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect~~impact on the Company’s ~~Consolidated Financial Statements, except~~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 ~~otherwise described above.~~

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.

As In connection with the 2018 sale of ~~September 30, 2017,~~The Waddington Group,

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Novolex Holdings, Inc. (the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware. The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group. In the year ended December 31, 2021 the Company recorded an immaterial reserve to continuing operations in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter. Further, in connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC.

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

At March 31, 2022, the Company had approximately$69 $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.

~~Business~~

Forward-Looking Statements

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

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

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

•competition with other manufacturers and distributors of consumer products;

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

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

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

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

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

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

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

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

•the Company's ability to complete planned divestitures, and other unexpected costs or expenses associated with dispositions;

•our ability to effectively execute our turnaround plan;

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

•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 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

•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.

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.

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Overview

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate,^®~~, Sharpie~~^®, Dymo,^®, EXPO,^®~~, Parker~~^®, Elmer’s,^®~~, Coleman~~^®~~, Jostens~~^®~~, Marmot~~^®~~, Rawlings~~^®~~, Oster~~^®~~, Sunbeam~~^®~~, FoodSaver~~^®~~, Mr. Coffee~~^®, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products,^®~~, Graco~~^®~~, Baby Jogger~~^®~~, NUK~~^®~~, Calphalon~~^®~~, Rubbermaid~~^®, Spontex, Coleman, Campingaz, Contigo,^®~~, First Alert~~^®~~, Waddington~~ Oster, Sunbeam and ~~Yankee Candle~~^®~~. For hundreds~~Mr. Coffee. Newell Brands' beloved brands enhance and brighten consumers lives at home and outside by creating moments of ~~millions~~joy, building confidence and providing peace of ~~consumers, Newell Brands makes life better every day, where they live, learn, work~~mind. The Company sells its products in nearly 200 countries around the world and ~~play~~

has operations on the ground in over 40 of these countries, excluding third-party distributors.

Business Strategy

~~During 2016,~~

The Company is continuing to execute on its turnaround strategy of building a global, next generation consumer products company that can unleash the full potential of its brands in a fast-moving omni-channel environment. The strategy, developed in 2019, is designed to:

•Drive sustainable top line growth by focusing on innovation, sharpening brand positioning, strengthening the international businesses, enhancing digital marketing and omni-channel capabilities, and building customer relationships;

•Improve operating margins by driving productivity and overhead savings, while reinvesting in the business;

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

•Strengthen the portfolio by investing in attractive categories that are aligned with its capabilities and strategy and optimizing product mix; and

•Strengthen organizational capabilities and employee engagement by building a winning team and focusing the best people on the right things.

The Company is implementing this strategy while addressing key challenges such as shifting consumer preferences and behaviors; a highly competitive operating environment; a rapidly changing retail landscape; continued macroeconomic and geopolitical volatility; significant inflationary and supply chain pressures, and an evolving regulatory landscape. The coronavirus (COVID-19) pandemic and its impact to the Company’s business resulted in the acceleration of the turnaround initiatives in many respects.

Continued execution of these strategic imperatives, in combination with new initiatives aimed to build operational excellence, will better position the Company launched the New Growth Game Plan, which is its strategy to simplify the organization and free up resources to invest in growth initiatives and strengthen capabilities in support of the Company’s brands. The changes being implemented in the execution of the New Growth Game Plan are considered key enablers to building a bigger, faster-growing, more global and more profitable company.

As part of the New Growth Game Plan, in late 2016 the Company began to transform from a holding company to an operating company, consolidating its business units into global divisions while investing to extend its design, innovation and brand development capabilities across a broader set of categories. These organization changes were initiatedfor long-term sustainable growth. One such initiative that was announced in the third quarter of 2021 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 ~~this major phase~~drive operational efficiencies. This initiative is expected to leverage technology to further simplify the organization by harmonizing and automating processes. Project Ovid is designed to optimize the Company’s distribution network by creating a single integrated supply chain from 23 business-unit-centric supply chains. The initiative is intended to reduce administrative complexity, improve inventory and invoicing workflow for our customers and enhance product availability for consumers through omni-channel enablement. This new operating model is also expected to drive efficiencies by better utilizing the Company's transportation and distribution network.

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Organizational Structure

On March 31, 2022, the Company sold its Connected Home & Security (“CH&S”) business unit to Resideo Technologies, Inc. The results of operations for CH&S continued to be reported in the Condensed Consolidated Statements of Operations as part of the ~~transformation was completed by year end. These new global divisions~~Commercial Solutions segment through March 31, 2022.

The Company's five primary reportable segments are the ~~key commercial nodes in the Company, including a new GlobalE-commerce~~ ~~Division, which has responsibility for allE-commerce~~ ~~activity across the enterprise. The divisions generally align to the four areas of strategic focus for the Company: Live, Learn, Work, and Play. The new structure became effective January 1, 2017.~~

~~Organizational Structure~~

Newell Brands makes life better for hundreds of millions of consumers every day, where they Live, Learn, Work, and Play. The Company achieves this impact through its leading portfolio of brands, its commitment to further strengthen those brands, and by deploying these to new markets around the world. In order to align reporting with the Company’s New Growth Game Plan strategy and organization structure, effective January 1, 2017, Newell Brands is reporting its financial results in five segments as Live, Learn, Work, Play and Other as follows:

following:

Segment

Key Brands

Description of Primary Products

~~Live~~Commercial Solutions

~~Aprica~~^®~~, Baby Jogger~~^®~~, Ball~~^®, Mapa, Quickie, Rubbermaid Commercial Products and Spontex

Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions

Home Appliances

Calphalon,^®,~~Crock-Pot~~^®~~, FoodSaver~~^®~~, Graco~~^®~~, Holmes~~^®, Crockpot, Mr. Coffee,^®~~, NUK~~^®, Oster^®~~, Rubbermaid~~^®, and Sunbeam^®~~, Tigex~~^®~~, Yankee Candle~~^®

Household products, including kitchen appliances

Home
Solutions

Ball(1), Calphalon, Chesapeake Bay Candle, FoodSaver, Rubbermaid, Sistema, WoodWick and Yankee Candle

Learning and
Development

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

Baby gear and infant care ~~and health~~ products; ~~home environment products and durable beverage containers~~

~~Learn~~

~~Dymo~~^®~~, Elmer’s~~^®~~, Expo~~^®~~, Jostens~~^®~~, Mr. Sketch~~^®~~, Paper Mate~~^®~~, Parker~~^®~~, Prismacolor~~^®~~, Sharpie~~^®~~, Waterman~~^®,

~~X-Acto~~^®

~~Work~~Outdoor and Recreation

~~Mapa~~^®~~, Quickie~~^®~~, Rainbow~~^®~~, Rubbermaid~~^®~~, Rubbermaid Commercial Products~~^®~~, Spontex~~^®~~, Waddington~~Coleman, Contigo, ExOfficio and Marmot

~~Cleaning and refuse products; hygiene systems; material handling solutions, consumer and commercial totes and commercial food service and premium tableware products~~

~~Play~~

~~Berkley~~^®~~, Coleman~~^®~~, Contigo~~^®~~, Ex Officio~~^®~~, Marmot~~^®~~, Rawlings~~^®~~, Shakespeare~~^®

Products for outdoor and outdoor-related activities

~~Other~~

~~Jarden Plastic Solutions, Jarden Applied Materials, Jarden Zinc Products, Goody~~^®~~, Bicycle~~^®~~, Rainbow~~^®

~~Plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging, beauty products, vacuum cleaning systems and gaming products~~

~~Summary~~

(1)

and Ball® TM of ~~Significant 2017 Activities~~

•

~~In January 2017, the Company acquired Smith Mountain, a leading provider of premium home fragrance products, sold primarily under the WoodWick~~^® ~~Candle brand.~~

•

~~During 2017, the Company completed the sale of its Tools business, including the Irwin~~^®~~, Lenox~~^® ~~and Hilmor~~^® ~~brands, its Rubbermaid~~^® ~~consumer storage totes business, its stroller business under the Teutonia~~^® ~~brand, its Lehigh business, firebuilding business and its triathlon apparel business under the Zoot~~^® ~~and Squadra~~^® ~~brands.~~

Ball Corporation, used under license.

~~In March 2017,~~

This structure reflects the manner in which the chief operating decision maker regularly assesses information for decision-making purposes, including the allocation of resources. The Company ~~commenced cash tender offers (the “Tender Offers”) totaling approximately $1.06 billion for any and all~~ also provides general corporate services to its segments which is reported as a non-operating segment, Corporate. See Footnote 16of ~~its 6.25% senior notes due 2018 and up to a maximum aggregate principal amount of certain of its other senior notes. In March 2017, pursuant~~the Notes to the ~~Tender Offers~~Unaudited Condensed Consolidated Financial Statements for further information.

Recent Developments

The COVID-19 pandemic, which began in late 2019, has continued to disrupt the Company’s global operations, similar to those of many large, multi-national corporations in three primary areas:

Supply chain. The Company ~~repurchased approximately $872 million aggregate principal amount~~continues to face significant product, supply and labor shortages, capacity constraints and logistical challenges across its businesses, including port congestion, constrained shipping container availability and delays in carrier pickup, which have negatively impacted the Company's ability to satisfy demand for its products, creating order backlog in a number of ~~its senior notes (see “Capital Resources”).~~

~~In April 2017, the~~categories. The Company ~~redeemed the remaining amount~~also continues to face significantly higher than expected inflation for commodities, including resin and metals, sourced finished goods, transportation and labor, which had a negative high-single-digit-percentage impact to costs of ~~approximately $187 million aggregate principal amount of its 6.25% senior notes due 2018 (see “Capital Resources”).~~

~~In April 2017, the Company acquired New Zealand based Sistema Plastics, a leading provider of food storage and beverage containers~~products sold in ~~Australia, New Zealand, U.K, and parts of Europe.~~

~~During~~ the first quarter of ~~2017,~~2022. These various disruptions are expected to persist, at least in the near-term. To help mitigate the negative impact of inflation to the operating performance of its businesses, the Company ~~announced~~has secured selective pricing increases, accelerated productivity initiatives and deployed overhead cost containment efforts.

Retail. While the Company’s largest retail customers experienced a surge in sales as their stores remained open, a number of secondary customers, primarily in the specialty and department store channels, temporarily closed their brick-and-mortar doors in March 2020, and began to reopen in certain regions where conditions improved towards the end of the second quarter of 2020. These dynamics, in combination with some retailers’ prioritization of essential items, have had a meaningful impact on the Company's traditional order patterns. In addition, the Company temporarily closed its Yankee Candle retail stores in North America as of mid-March of 2020 due to COVID-19. These stores reopened by the end of the third quarter of 2020 and have remained open since.

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Consumer demand patterns. During the quarantine phase of the pandemic in 2020, consumer purchasing behavior strongly shifted to certain focused categories. At that time, certain of the Company’s product categories benefited from this shift, primarily in Food, Commercial and Home Appliances. Some of the Company’s other businesses were negatively impacted but experienced a surge in demand post lockdowns, in particular Writing, Baby and Home Fragrance. While the seasonality of the Company's businesses reverted back to historical trends in 2021, uncertainty still remains over the volatility and direction of future consumer demand patterns as certain of its businesses are lapping the prior-year surge in demand.

The Company believes the extent of the impact of the COVID-19 pandemic on the Company's future sales, operating results, cash flows, liquidity and financial condition will continue to be driven by numerous evolving factors that the Company cannot accurately predict and which will vary by jurisdiction and market, including severity and duration of the pandemic, the emergence of new ~~reporting framework aligned~~strains and variants of the coronavirus, the likelihood of a resurgence of positive cases or hospitalizations, the development and availability of effective treatments and vaccines, especially in areas where conditions have recently worsened and work restrictions, operational or travel bans have been reinstituted, the rate at which vaccines are administered to the ~~New Growth Game Plan with 5 segments (Live; Learn; Work; Play; Other)~~general public, the timing and ~~4 Regions (North America; Latin America; Europe, Middle East, Africa; Asia Pacific).~~

~~In July 2017, Jarden Corporation (“Jarden”) entered into settlement agreements with certain former holders~~amount of ~~Jarden common stock who were exercising their right to judicial appraisal under Delaware law. Pursuant~~fiscal stimulus and relief programs packages that may become available to the ~~settlement agreements,~~general public in ~~exchange~~the future, and any changes in consumer demand patterns for ~~withdrawing their respective demands for appraisal and a full and final release of all claims, among other things,~~ the ~~settling petitioners received~~Company's products as the original merger consideration provided for under the merger agreement, excluding any and all other benefits, including, without limitation the right to accrued interest, dividends, and/or distributions (see Footnote 18impact of the ~~Notes~~global pandemic lessens.

With the spread of new strains and variants of the coronavirus, the Company continues to ~~Condensed Consolidated Financial Statements).~~monitor developments, including government requirements and recommendations at the national, state, and local level on whether to reinstate and/or extend certain initiatives previously implemented to help contain the spread of COVID-19, and the Company has mandated vaccinations for its U.S. professional and office-based employees.

Sale of Connected Home & Security

On ~~July 14, 2017,~~March 31, 2022, the Company sold its ~~Winter Sports business.~~

In September 2017, the Company announced that it is reinstating its Stock Repurchase Program (“SRP”) that the Company voluntarily suspended in the fourth quarter of 2015, in association with the Jarden Acquisition.

~~Acquisitions~~

~~2017 Activity~~

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

On April 3, 2017, the Company acquired Sistema Plastics, a leading New Zealand based manufacturer and marketer of innovative food storage containers with strong market shares and presence in Australia, New Zealand, U.K. and parts of continental Europe for a cash purchase price of approximately $472 million. Sistema is included in the Live Segment from the date of acquisition.

~~2016 Activity~~

On April 15, 2016, the Company acquired Jarden for total consideration of $18.7 billion including cash paid, shares issued and debt assumed, net of cash acquired (“the Jarden Acquisition”). The total consideration paid or payable for shares of Jarden common stock was approximately $15.3 billion, including $5.4 billion of cash and $9.9 billion of the Company’s common stock. The Jarden Acquisition was accounted for using the purchase method of accounting, and accordingly, Jarden’s results of operations are included in the Company’s results of operations since the acquisition date. Jarden was a leading, global consumer products company with leading brands such as Yankee Candle^®,~~Crock-Pot~~^®~~, FoodSaver~~^®~~, Mr. Coffee~~^®~~, Oster~~^®~~, Coleman~~^®~~, First Alert~~^®~~, Rawlings~~^®~~, Jostens~~^®~~, Marmot~~^® ~~and many others. See Footnote 2 of the Notes to Condensed Consolidated Financial Statements for further information.~~

The transformative transaction created a global consumer goods company with a portfolio of leading brands in large, growing, unconsolidated, global markets. The scaled enterprise is expected to accelerate profitable growth with leading brands in a global market that exceeds $100 billion, with business and capability development supported by the efficiencies of the combined company. Management believes the scale of Newell Brands in key categories, channels and geographies creates a much broader opportunity to deploy the Company’s advantaged set of brand development and commercial capabilities for accelerated growth and margin expansion. The Company’s intent is to design a benchmarked, efficient set of structures that support long-term business development.

~~Divestitures~~

~~On July 14, 2017, the Company sold its Winter Sports business for a selling price of approximately $240~~$593 million, subject to working capital adjustments. During the nine months ended September 30, 2017, the Company recorded an impairment charge of $59.1 million related to the writedown of the carrying value of the net assets of the Winter Sports business based on the expected proceeds to be received. The impairment charge is comprised of a $12.6 million charge related to the impairment of goodwill and a $46.5 million charge related to the impairment of other intangible assets. The Company recorded a~~pre-tax~~ loss on sale of $48.0 million driven by funding the business’ working capital needs and withholding taxes between June 30, 2017 and July 14, 2017, which is included in other expense (income), net in condensed consolidated statement of operations for the three and nine months ended September 30, 2017.

~~During 2017, the Company sold its Rubbermaid~~^® ~~consumer storage totes business, its stroller business under the Teutonia~~^® ~~brand, its Lehigh business, its firebuilding business and its triathlon apparel business under the Zoot~~^® ~~and Squadra~~^® brands. The selling prices for these businesses were not material. Based on the consideration, during the nine months ended September 30, 2017, the Company recorded impairment charges of $15.3 million related to the write down of the carrying value of the net assets of the firebuilding and Teutonia^® stroller businesses to their estimated fair market value. The Company sold the firebuilding business to Royal Oak Enterprises, LLC (“Royal Oak”). Company directors Martin E. Franklin and Ian G.H. Ashken are affiliates of Royal Oak.

Share Repurchase Program

On February 6, 2022, the ~~nine months ended September 30, 2017.~~

~~In June 2016,~~Company's Board of Directors authorized a $375 million Share Repurchase Program (“SRP”), effective immediately through the end of 2022. The Company’s common shares may be purchased by the Company ~~sold its Décor business, including Levolor~~^® ~~and Kirsch~~^® ~~window coverings and drapery hardware, for consideration, net of fees of approximately $224 million, resulting~~ in ~~a pretax gain of $160 million, which is included~~the open market, in negotiated transactions or in other ~~(income) expense, not for~~manners, as permitted by federal securities laws and other legal requirements. On February 25, 2022, the ~~nine months ended September 30, 2016.~~

~~Ongoing Restructuring Initiatives~~

~~After~~Company repurchased $275 million of its shares of common stock beneficially owned by Carl C. Icahn and certain of his affiliates (collectively, “Icahn Enterprises”), at a purchase price of $25.86 per share, the ~~completion~~closing price of the ~~Jarden Acquisition,~~Company's common shares on February 18, 2022. At March 31, 2022, the Company ~~initiated a comprehensive strategic assessment~~has remaining authority to repurchase approximately $100 million of shares of common stock under the ~~business and launched a new corporate strategy that focuses the portfolio, prioritizes investment in the categories with the greatest potential for growth, and extends~~SRP.

Debt Ratings

On February 11, 2022, S&P Global Inc. (“S&P”) upgraded the Company’s ~~advantaged capabilities in insights, product design, innovation, andE-commerce~~debt rating to ~~the broadened portfolio. The investments in new capabilities are designed to unlock the growth potential of the portfolio and will be funded by a commitment to release cost savings~~“BBB-” from 2016 to 2021 of approximately $1.3 billion through the combination of the completion of Project Renewal (approximately $300 million) and delivery of cost synergies associated with the Jarden integration (approximately $1 billion). This new corporate strategy is called the New Growth Game Plan and builds on the successful track record of growth acceleration, margin development, and value creation associated with the transformation of Newell Rubbermaid Inc. (“Newell Rubbernaid”) from 2011 through 2016.

~~Project Renewal~~

~~In April 2015,~~“BB+” as S&P believed the Company ~~committed~~has been able to achieve S&P’s target debt level. As a ~~further expansion~~result of Project Renewal (the “April 2015 Expansion”). Project Renewal was initially launched in October 2011 to reduce the complexity of the organization and increase investment in growth platforms within the business. Under Project Renewal,this upgrade, the Company is ~~simplifying~~now in a position to access the commercial paper market, up to a maximum of $800 million provided there is a sufficient amount available for borrowing under the Company's $1.25 billion revolving credit facility maturing in December 2023 (the “Credit Revolver”). In addition, the interest rate on the relevant senior notes decreased by 25 basis points due to the upgrade, reducing the Company’s interest expense by approximately $10 million on an annualized basis (approximately $8 million in 2022). However, certain of the Company’s outstanding senior notes aggregating to approximately $4.2 billion are still subject to an interest rate adjustment of 25 basis points in connection with the Moody’s Corporation (“Moody’s”) downgraded debt rating in 2020.

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Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Consolidated Operating Results


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	2,388		$	2,288		$	100	4.4%
Gross profit	740			731			9		1.2%
Gross margin	31.0		%	31.9		%

Operating income	217			192			25		13.0%
Operating margin	9.1		%	8.4		%

Interest expense, net	59			67			(8)		(11.9)%

Other income, net	(124)			(1)			(123)		NM
Income before income taxes	282			126			156		NM
Income tax provision	48			37			11		29.7%
Income tax rate	17.0		%	29.4		%

Net income	$	234		$	89		$	145	NM

Diluted earnings per share attributable to common shareholders	$	0.55		$	0.21

NM - NOT MEANINGFUL

Net sales increased 4%, driven by growth in the Commercial Solutions, Learning and ~~aligning its businesses around two key activities — Brand & Category~~ Development and ~~Market Execution & Delivery. Pursuant to an expansion~~Outdoor and Recreation segments, partially offset by declines in the Home Appliances and Home Solutions segments, which lapped the prior year impact of ~~Project Renewal~~a surge in ~~October 2014,~~consumer demand. This growth primarily reflects pricing actions by the Company ~~is: (i) further streamlining its~~as well as customer inventory replenishment, partially offset by softening consumption in certain categories in the U.S. and certain category exits in the Outdoor and Recreation and Home Appliances segments. As result of the ongoing supply chain ~~function, including reducing~~constraints, the first quarter results benefited from a shift in customer orders normally placed in the second quarter of the year. Changes in foreign currency unfavorably impacted net sales by $41 million, or 2%.

Gross profit increased slightly compared to prior year. Gross profit margin declined to 31.0% as compared with 31.9% in the prior year period. The decrease in gross margin was driven by significant input cost inflation for commodities, primarily resin, sourced finished goods, transportation and labor, which had a negative high-single-digit-percentage impact to costs of products sold. The gross margin decline was partially offset by favorable net pricing and gross productivity. Changes in foreign currency exchange rates unfavorably impacted gross profit by $16 million, or 2%.

In addition to the change in gross profit noted above, notable items impacting operating income for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021		$ Change

Restructuring (See Footnote 4) and restructuring-related costs (a)	$	11	$	13	$	(2)
Transactions and other costs (b)	8		4		4

(a)Restructuring-related costs reported in cost of goods sold and selling, general and administrative expenses (“SG&A”) for the three months ended March 31, 2022 were $5 million and $1 million, respectively, and primarily relate to facility closures. For the three months ended March 31, 2021, restructuring-related costs reported in cost of sales and SG&A were $5 million and $3 million, respectively, and primarily relate to facility closures. Restructuring costs were $5 million for both the three months ended March 31, 2022 and 2021.

(b)Transactions and other costs for the three months ended March 31, 2022 and 2021 primarily relate to completed divestitures and fees for certain legal proceedings.

Operating income increased to $217 million as compared to $192 million in the prior year period. The improvement in the operating results reflects lower overhead spending.

Table of Contents

Interest expense, net decreased primarily due to lower long-term debt levels and ~~realigning~~higher interest income. The weighted average interest rates for the ~~supply chain management structure; (ii) investing in value analysis~~three months ended March 31, 2022 and ~~value engineering efforts to reduce product~~2021 were approximately 4.5% and packaging costs; (iii) reducing operational and manufacturing complexity in its Learn segment; and (iv) further streamlining its distribution and transportation functions. Under the April 2015 Expansion, the Company is further implementing additional activities designed to further streamline business partnering functions (e.g.4.8%, ~~Finance/IT, Legal and Human Resources), optimize global selling and trade marketing functions and rationalize the Company’s real estate portfolio.~~

respectively. See Footnote 59 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

~~Jarden Integration~~

Other income, net for three months ended March 31, 2022 and 2021 includes the following items:


	Three Months Ended March 31,
	2022		2021
Foreign exchange losses, net	$	6	$	—

Gain on disposition of business (See Footnote 2)	(130)		—
Other (gains) losses, net	—		(1)
	$	(124)	$	(1)

The ~~Company currently expects to incur up to $1.0 billion of restructuring and other costs through 2021 to integrate~~income tax provision for the legacy Newell Rubbermaid and Jarden businesses (the “Jarden Integration”). Initially, integration projects will primarily be focused on driving cost synergies in procurement, overhead functions and organizational changes designed to redefine the operating model of the Company from a holding companythree months ended March 31, 2022 was $48 million as compared to an ~~operating company. Restructuring costs associated with integration projects are expected~~income tax provision for the three months ended March 31, 2021 of $37 million. The effective tax rate for the three months ended March 31, 2022 was 17.0% as compared to ~~include employee-related cash costs, including severance, retirement and other termination benefits, and contract termination and other costs. In addition, other costs~~29.4% for the three months ended March 31, 2021. The income tax provision for the three months ended March 31, 2022 included a discrete benefit of $4 million associated with the ~~Jarden Integration are expected~~approval of certain state tax credits, offset by $14 million of income tax expense related to ~~include advisory and personnel costs for managing and implementing integration projects.~~

~~Impact of Hurricanes and Market Conditions~~

~~During~~ the ~~third quarter, Hurricane Harvey significantly disrupted a large part~~divestiture of the CH&S business unit. The three months ended March 31, 2021 were also impacted by $1 million of discrete tax items.

See Footnote 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements for information regarding income taxes, including the inherent uncertainty associated with the Company's position on recently enacted U.S. resin manufacturing supply chain. The Company anticipates resin supply availability issues to result in manufacturing disruptions on some of its U.S. manufactured resin-based products and expects these conditions to persist through the fourth quarter of 2017 and resin inflation to build through the balance of 2017 and into 2018.

~~Results of Operations~~

~~Three Months Ended September 30, 2017 vs. Three Months Ended September 30, 2016~~

~~Consolidated~~Treasury Regulations.

Business Segment Operating Results

   Three Months Ended September 30,
(in millions)
   2017    2016    Increase
(Decrease)    % Change
Net sales
   $ 3,678.2    $ 3,954.6    $ (276.4 )    (7.0 )%
Cost of products sold
   2,410.5    2,679.8    (269.3 )    (10.0 )







Gross margin
   1,267.7    1,274.8    (7.1 )    (0.6 )
Selling general and administrative expenses (“SG&A”)
   905.5    937.9    (32.4 )    (3.5 )
Restructuring costs
   38.4    13.0    25.4    195.4
Impairment of goodwill, intangibles and other assets
   0.4    —      0.4    NMF







Operating income
   323.4    323.9    (0.5 )    (0.2 )
Interest expense, net
   116.2    124.5    (8.3 )    (6.7 )
Other (income) expense, net
   41.6    (0.7 )    42.3    NMF







Income before taxes
   $ 165.6    $ 200.1    $ (34.5 )    (17.2 )

~~NMF — Not meaningful~~

~~The decrease in~~

Commercial Solutions


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	510		$	471		$	39	8.3%

Operating income	55			50			5		10.0%
Operating margin	10.8		%	10.6		%

Commercial Solutions net sales for the three months ended ~~September 30, 2017~~March 31, 2022 increased 8%, which reflected sales growth in both the Commercial and Connected Home and Security business units. The Commercial business unit performance primarily reflected the impact of pricing actions. The increase in net sales in the Connected Home and Security business unit was primarily due to increased demand from the ~~divestitures of the Tools, Décor, Lehigh, firebuilding~~contractor channel and ~~Winter Sports businesses (the “Divestitures”). Favorable~~improved product availability. Changes in foreign currency ~~had a less than 1% impact on a period-over-period basis.~~

~~The change in cost of products sold~~unfavorably impacted net sales by $8 million, or 2%.

Operating income for the three months ended ~~September 30, 2017,~~March 31, 2022 was ~~primarily~~$55 million as compared to $50 million in the prior year. The increase in operating income is due to ~~the inventorystep-up~~ ~~charges primarily related to the Jarden Acquisition recorded in 2016 (approximately $145 million), the impact of the Divestitures (approximately $236 million)~~gross profit leverage, gross productivity and ~~synergy benefits,~~lower advertising and promotion costs and overhead spending, partially offset by the impact of acquisitions (approximately $41 million) and the cost of sales impact of a slight decrease in margins. Reported gross margin was 34.5% versus 32.2% in the prior year period, partly due to increased commodityinput cost inflation, particularly for resin, transportation, labor and ~~negative product mix.~~

~~The change in SG&A for the three months ended September~~ sourced finished goods.

30 ~~2017 was primarily due the impact~~

Table of ~~the Divestitures (approximately $76 million) and synergy savings, partially offset by an increase in integration costs (approximately $39 million), as well as and higher advertising, promotion ande-commerce~~ ~~investment.~~

The restructuring costs for the three months ended September 30, 2017 and 2016 were mostly comprised of costs related to the Jarden Integration and other restructuring activities, which primarily related to the Jarden Acquisition.

~~Consolidated operating income as a percentage of~~Contents

Home Appliances


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	340		$	360		$	(20)	(5.6)%

Operating income (loss)	(18)			3			(21)		NM
Operating margin	(5.3)		%	0.8		%



NM - NOT MEANINGFUL

Home Appliances net sales for the three months ended ~~September 30, 2017 and 2016 was~~March 31, 2022 decreased approximately ~~8.8% and 8.2%~~6%, ~~respectively. The change was driven by~~which reflects softening demand in the ~~aforementioned 2016 inventorystep-up~~ ~~charge related~~U.S., as the business lapped the prior-year surge in consumer demand due to the ~~Jarden Acquisition~~COVID-19 pandemic, and ~~the benefits of synergies and productivity,~~ certain category exits, partially offset by ~~slight decrease~~pricing actions and strong demand in ~~margins.~~

~~The decrease~~Latin America. Changes in ~~interest expense~~foreign currency unfavorably impacted net sales by $5 million, or 1%.

Operating loss for the three months ended ~~September 30, 2017,~~March 31, 2022 was $18 million as compared to an operating income of $3 million in the prior year period. The decline in operating result is primarily due to lower ~~average debt levels versus the same prior year period. The weighted average interest rate~~gross profit leverage, higher advertising and promotional costs, and input cost inflation, particularly for ~~the three months ended September 30, 2017~~sourced finished goods and ~~2016 was approximately 4.0% and 3.7%, respectively.~~

~~Business Segment Operating Results~~

   Net Sales Operating Income (Loss)
   Three Months Ended September 30, Three Months Ended September 30,
(in millions)
   2017    2016    Increase
(Decrease) %
Change 2017 2016 Increase
(Decrease) %
Change
Live
   $ 1,483.3    $ 1,450.2    $ 33.1 2.3 % $ 173.1 $ 136.1 $ 37.0 27.2 %
Learn
   642.0    637.8    4.2 0.7 67.7 124.3 (56.6 ) (45.5 )
Work
   738.2    726.9    11.3 1.6 122.6 116.8 5.8 5.0
Play
   610.6    596.5    14.1 2.4 68.5 3.6 64.9 NMF
Other
   204.1    543.2    (339.1 ) (62.4 ) 25.1 46.2 (21.1 ) (45.7 )
Corporate
   —      —      —   —   (95.2 ) (90.1 ) (5.1 ) (5.7 )
Restructuring
   —      —      —   —   (38.4 ) (13.0 ) (25.4 ) (195.4 )






   $ 3,678.2    $ 3,954.6    $ (276.4 ) (7.0 ) $ 323.4 $ 323.9 $ (0.5 ) (0.2 )

~~Three Months Ended September 30, 2017 versus the Three Months Ended September 30, 2016~~

~~Live~~

~~The increase in~~transportation.

Home Solutions


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	500		$	504		$	(4)	(0.8)%

Operating income	61			61			—		—%
Operating margin	12.2		%	12.1		%

Home Solutions net sales for the three months ended ~~September 30, 2017~~March 31, 2022 decreased 1%. Strong sales performance in the Food business unit was more than offset by the decline in the Home Fragrance business unit. The increase in Food business unit sales primarily reflected pricing actions. The decline in Home Fragrance business unit sales reflected softening demand, primarily in the U.S. as the business lapped the prior year surge in consumer demand due to ~~acquisitions (approximately 4.1%)~~the COVID-19 pandemic, as well as the exit of approximately 38 underperforming Yankee Candle retail stores during the first quarter of 2022. Changes in foreign currency unfavorably impacted net sales by $4 million, or 1%.

Operating income for the three months ended March 31, 2022 was flat as compared to the prior-year period. This performance reflected gross productivity and ~~strong growth in the baby gear category, partially~~lower compensation expense, offset by ~~softness in the Appliance~~significant input cost inflation for commodities, primarily metals and ~~Cookware category in the U.S., in part due to lost distribution in the mass channel.~~

~~Operating income~~wax, transportation, labor and sourced finished goods, as ~~a percentage of~~well as higher advertising and promotional costs.

Learning and Development


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	650		$	617		$	33	5.3%

Operating income	130			110			20		18.2%
Operating margin	20.0		%	17.8		%

Learning and Development net sales for the three months ended ~~September 30, 2017~~March 31, 2022 increased 5% due to strong sales performance in the Baby and ~~2016 was approximately 11.7%~~Writing business units. The Baby business unit performance reflected pricing actions and ~~9.4%, respectively.~~improved product availability. The ~~increase was primarily~~Writing unit performance reflected strong sales driven by ~~the impact~~pricing actions, improved return to in-person learning

Table of ~~the 2016 inventorystep-up~~ ~~charge primarily related~~Contents

and gradual reopening of more offices and earlier back to ~~the Jarden Acquisition (approximately $58 million),~~school sales to certain retailers, partially offset by supply chain shortages, particularly in labeling, and logistical constraints. Changes in foreign currency unfavorably impacted net sales by $11 million, or 2%.

Operating income for the ~~impact of incremental integration costs and a charge related~~three months ended March 31, 2022 increased to $130 million as compared to $110 million in the ~~bankruptcy of a leading baby retail customer.~~

~~Learn~~

prior-year period. The increase in operating income is primarily due to gross profit leverage, gross productivity, and lower compensation and advertising and promotional costs, partially offset by significant input cost inflation for sourced finished goods, transportation and labor.

Outdoor and Recreation


	Three Months Ended March 31,
(in millions)	2022			2021			$ Change		% Change
Net sales	$	388		$	336		$	52	15.5%

Operating income	45			15			30		NM
Operating margin	11.6		%	4.5		%




NM - NOT MEANINGFUL

Outdoor and Recreation net sales for the three months ended ~~September 30, 2017 was~~March 31, 2022 increased 15% primarily due to ~~a slight increase~~pricing actions, customer inventory replenishment and order timing ahead of the outdoor season and improved product availability. Changes in ~~the Writing business with growth in Elmer’s glue~~foreign currency unfavorably impacted net sales ~~largely offset~~ by ~~weakness in other writing categories partly due to inventory destocking, and a slight increase in the Jostens business, mostly due to championship ring sales.~~

$13 million or 4%.

Operating income ~~as a percentage of net sales~~ for the three months ended ~~September 30, 2017 and 2016~~March 31, 2022 was ~~approximately 10.5% and 19.5%, respectively. The decrease was primarily driven by~~$45 million as compared to $15 million in the ~~unfavorable impact of mix within the Writing business due to the growth within Elmer’s and increased integration costs, partially offset by cost savings and synergies.~~

~~Work~~

~~The increase in net sales for the three months ended September 30, 2017~~prior-year period. This improvement was primarily due to ~~growth in the Waddington business, in part due to continued market share growth in the food packaging market,~~gross profit leverage and lower overhead spending, partially offset by ~~declines in certain other categories.~~

~~Operating income as a percentage of net sales~~input cost inflation for ~~the three months ended September 30, 2017~~commodities, primarily resin, sourced finished goods and ~~2016 was approximately 16.6%~~transportation, and 16.1%, respectively. The increase was primarily driven by a decrease in SG&A, partially offset by a slight decrease in gross margins, which is in part due to the negative impact of resin inflation, partially offset by cost savings and synergies.

~~Play~~

The increase in net sales for the three months ended September 30, 2017 was primarily due to growth generated primarily by the Coleman, Beverage, Fishing and Team Sports categories, in part due to increased demand at certain mass market retailers, improved~~E-commerce~~higher advertising and promotional ~~activity, partially offset by a decline in the Technical Apparel category.~~

~~Operating income as a percentage~~costs.

Table of ~~net sales for the three months ended September 30, 2017 and 2016 was approximately 11.2% and 0.6%, respectively. The increase was primarily driven by the impact of the 2016 inventorystep-up~~ ~~charge primarily related to the Jarden Acquisition (approximately $57 million), sales growth and the benefit of cost savings and synergies.~~

~~Other~~

~~The decrease in net sales for the three months ended September 30, 2017 was primarily due to impact of the Divestitures.~~

Operating income as a percentage of net sales for the three months ended September 30, 2017 and 2016 was approximately 12.3% and 8.5%, respectively. The change was affected by the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $28 million) and the impact of the Divestitures.~~

~~Nine Months Ended September 30, 2017 vs. Nine Months Ended September 30, 2016~~

~~Consolidated Operating Results~~

   Nine Months Ended September 30,
(in millions)
   2017    2016    Increase
(Decrease)    % Change
Net sales
   $ 10,999.1    $ 9,128.1    $ 1,871.0    20.5 %
Cost of products sold
   7,138.9    6,252.0    886.9    14.2







Gross margin
   3,860.2    2,876.1    984.1    34.2
Selling general and administrative expenses
   2,790.5    2,247.4    543.1    24.2
Restructuring costs
   82.2    41.7    40.5    97.1
Impairment of goodwill, intangibles and other assets
   85.0    —      85.0    NMF







Operating income
   902.5    587.0    315.5    53.7
Interest expense, net
   353.0    280.6    72.4    25.8
Loss on extinguishment of debt
   32.3    47.1    (14.8 )    (31.4 )
Other (income) expense, net
   (709.1 )    (162.7 )    (546.4 )    335.8







Income before taxes
   $ 1,226.3    $ 422.0    $ 804.3    190.6

~~NMF — Not meaningful~~

The increase in net sales for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition, as well as other acquisitions (approximately 24%) and growth in the underlying businesses (approximately 1%), primarily in the Learn and Play segments partially offset by the Divestitures (approximately 8%). Foreign currency impacts on a period-over-period basis were not material.

The change in cost of products sold for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition, as well as other acquisitions (approximately $1.6 billion), partially offset by inventory~~step-up~~ charges primarily related to the Jarden Acquisition recorded in 2016 (approximately $471 million) and the impact of the Divestitures (approximately $376 million). Reported gross margin was 35.1% versus 31.5% percent in the prior year. The change was primarily due to the impact of the inventory step-up charge recorded in the prior period and the benefits of synergies and productivity, partially offset by the negative mix effects related to the Jarden Acquisition.

The change in SG&A for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition, as well as other acquisitions (approximately $674 million) and increased investment related to brand development, E-commerce and insights, partially offset by the impact of the Divestitures (approximately $175 million) and benefits of synergies and productivity. Additionally, the increase in integration costs (approximately $90 million) was mostly offset by a decrease in certain labor-related costs.

The restructuring costs for the nine months ended September 30, 2017 were mostly comprised of costs related to the Jarden Integration and other restructuring activities, which primarily relate to the Jarden Acquisition. The majority of the restructuring costs incurred during the nine months ended September 30, 2016 relate to Project Renewal.

Consolidated operating income as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately 8.2% and 6.4%, respectively. The change was primarily driven by the aforementioned inventory~~step-up~~ charge related to the Jarden Acquisition, the impact of increased net sales and the benefits of synergies and productivity, partially offset by the negative mix effects related to the Jarden Acquisition, increased investment related to the expansion of brand development,~~E-commerce~~ ~~and insights, as well as costs associated with the delivery of synergies, and the acquisition-related increase in amortization of intangibles.~~

The increase in interest expense for the nine months ended September 30, 2017 was primarily due to higher average debt levels versus the same prior year period. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was approximately 4.1% and 3.6%, respectively.

~~See Footnote 13 of the Notes to Condensed Consolidated Financial Statements for information regarding income taxes.~~

~~Business Segment Operating Results~~

   Net Sales Operating Income (Loss)
   Nine Months Ended September 30, Nine Months Ended September 30,
(in millions)
   2017    2016    Increase
(Decrease) %
Change 2017 2016 Increase
(Decrease) %
Change
Live
   $ 3,828.7    $ 2,895.3    $ 933.4 32.2 % $ 326.9 $ 170.6 $ 156.3 91.6 %
Learn
   2,222.5    1,934.4    288.1 14.9 460.4 442.4 18.0 4.1
Work
   2,089.6    1,642.3    447.3 27.2 306.0 184.5 121.5 65.9
Play
   2,020.6    1,342.6    678.0 50.5 213.8 3.7 210.1 NMF
Other
   837.7    1,313.5    (475.8 ) (36.2 ) (16.4 ) 89.2 (105.6 ) (118.4 )
Corporate
   —      —      —   —   (306.0 ) (261.7 ) (44.3 ) (16.9 )
Restructuring
   —      —      —   —   (82.2 ) (41.7 ) (40.5 ) (97.1 )






   $ 10,999.1    $ 9,128.1    $ 1,871.0 20.5 $ 902.5 $ 587.0 $ 315.5 53.7

~~Nine Months Ended September 30, 2017 versus the Nine Months Ended September 31, 2016~~

~~Live~~

The increase in net sales for the nine months ended September 30, 2017 was primarily due to acquisitions (approximately 32%) and strong growth in the baby gear category, partially offset by softness in the Fresh Preserving and Appliance and Cookware categories.

Operating income as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately 8.5% and 5.9%, respectively. The increase was primarily driven by the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $158 million), partially offset by the negative mix impact of the Jarden Acquisition, as well as the impact of incremental promotional activity.~~

~~Learn~~

The increase in net sales for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition (approximately 10%) and an increase in sales in the Writing business, in part due to increases in Elmer’s glue sales, partially offset by decreases in other Writing categories due to inventory reductions at certain mass market retailers and a decline in the Fine Art category, due in part to lower promotion levels than prior year.

Operating income as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately 20.7% and 22.9%, respectively. The decrease was primarily driven by the mix impact of the Jarden Acquisition, as well as the unfavorable impact of product mix due to the growth within the Writing business, increased advertising and promotion costs, and fire-related losses at a Writing warehouse in Mexico, partially offset by the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $53 million).~~

~~Work~~

The increase in net sales for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition (approximately 26%), and growth in the Safety and Security and Waddington categories in part due to timing of promotions at a certain mass market retailer and continued market share growth in the food packaging market, partially offset by revenue declines in the commercial distributor channel.

Operating income as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately 14.6% and 11.2%, respectively. The increase was primarily driven by the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $65 million), partially offset by a slight decrease in gross margins primarily due to the mix impact of the Jarden Acquisition.~~

~~Play~~

The increase in net sales for the nine months ended September 30, 2017 was primarily due to the Jarden Acquisition (approximately 48%) with the balance of growth generated primarily by the Beverage, Coleman, Fishing and Team Sports categories, primarily due to increased demand, partially offset by a decline in the Technical Apparel category.

Operating income as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately 10.6% and 0.3%, respectively. The increase was primarily driven by the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $148 million).~~

~~Other~~

The decrease in net sales for the nine months ended September 30, 2017 was primarily due to impact of the Divestitures (approximately 55%), partially offset by the Jarden Acquisition (approximately 21%).

Operating income (loss) as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was approximately (2.0%) and 6.8%, respectively. The change was affected by an increase in the impairment of goodwill, intangibles and other assets (approximately $70 million), the impact of the 2016 inventory~~step-up~~ ~~charge related to the Jarden Acquisition (approximately $48 million), the impact of the Divestitures, and other costs that are primarily related to assets held for sale.~~

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Liquidity and Capital Resources

Liquidity

The Company believes that its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide continued financial viability and adequate liquidity to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives. The Company regularly assesses its cash requirements and the available sources to fund these needs. At ~~September 30, 2017,~~March 31, 2022, the Company had cash and cash equivalents of ~~$792~~approximately $344 million, of which approximately ~~$731~~$233 million was held by the Company’snon-U.S. subsidiaries. ~~Overall,~~

The Company believes the extent of the impact of the COVID-19 pandemic to its future sales, operating results, cash flows, liquidity and financial condition will continue to be driven by numerous evolving factors that the Company ~~believes that available cash~~is not able to accurately predict and which will vary by jurisdiction and market. For further information regarding the impact of COVID-19 on the Company, 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 14, 2022.

Cash, cash equivalents and restricted cash flows generated from future operations, access to capital markets, and availability under its revolving credit facility and receivables purchase agreement will be adequate to support the cash needs of the Company. The Company intends to use available cash, borrowing capacity, cash flows from future operations and alternative financing arrangements to invest in capital expenditures in support of the Company’s growth platforms, to maintain its dividend per share, to repay debt maturities as they come due and to complete its ongoing restructuring initiatives.

~~Cash and cash equivalents~~ increased (decreased) as follows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (in millions):

   2017    2016    Increase
(Decrease)
Cash provided by (used in) operating activities
   $ (58.0 )    $ 848.7    $ (906.7 )
Cash provided by (used in) investing activities
   1,183.4    (8,673.9 )    9,857.3
Cash provided by (used in) financing activities
   (971.7 )    8,231.4    (9.203.1 )
Currency effect on cash and cash equivalents
   51.1    (11.0 )    62.1






Increase in cash and cash equivalents
   $ 204.8    $ 395.2    $ (190.4 )


	2022		2021		Increase (Decrease)








Cash used in operating activities	$	(272)	$	(25)	$	(247)
Cash provided by (used in) investing activities	559		(54)		613
Cash used in financing activities	(393)		(239)		(154)
Exchange rate effect on cash, cash equivalents and restricted cash	8		(14)		22
Decrease in cash, cash equivalents and restricted cash	$	(98)	$	(332)	$	234

The Company tends to generate the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers.

Cash Flows from Operating Activities

The change in net cash ~~provided~~used in operating activities reflects inventory build to support forecasted demand and higher annual incentive compensation payments, partially offset by ~~(used in) operations for~~benefits from higher accounts receivable sold under the ~~nine months ended September 30, 2017 is in part due to operating cash flows that were unusually high in 2016 driven by substantial benefits that do not repeat~~Customer Receivables Purchase Agreement in the current year related to the Jarden Acquisition, including the absence of seasonal cash outflows prior to the transaction; an increase in cash interest paid (approximately $153 million); an increase in make-whole interest and fees related to the extinguishment of debt (approximately $34 million); an increase in integration-related costs (approximately $125 million); an increase in cash taxes paid (approximately $115 million) and unfavorable working capital movements, which reflect the typical seasonal build of inventories and receivables in advance of key second half drive periods and new product launches.

year. See Capital Resources for further information.

Cash Flows from Investing Activities

The change in cash provided by ~~(used in)~~ investing activities was primarily due to ~~a decrease in cash used for the acquisition of businesses, net of cash acquired (approximately $8 billion), primarily due to the Jarden Acquisition and a $1.9 billion increase in the~~ proceeds from ~~the~~divestiture of CH&S and sale of ~~businesses. For the nine months ended September 30, 2017,~~property, plant and equipment, partially offset byhigher capital ~~expenditures were $293 million versus $288 million for the same prior year period.~~

expenditures.

Cash Flows from Financing Activities

The change in net cash ~~provided by (used in)~~used in financing activities was primarily due to repurchase of shares of the ~~decrease~~Company's common stock in the proceeds from the issuance of long-term debt, primarily used to fund the Jarden Acquisition, in excess of payments on long-term debt (approximately $9.8 billion), an increase in cash dividends paid (approximately $80 million) and cash paid to the dissenting shareholders (approximately $162 million),current-year period, partially offset by ~~the period-over-period increase~~debt repayments in the ~~net change in short-term debt (approximately $870 million).~~

~~Capital Resources~~

~~In March 2017,~~prior-year period. See Footnotes 1, 9 and 14 of the Company commenced cash tender offers (the “Tender Offers”) totaling approximately $1.06 billion for any and all of its 6.25% senior notes due 2018 and up to a maximum aggregate principal amount of certain of its other senior notes. In March 2017, pursuantNotes to the Tender Offers, the Company repurchased approximately $63 million aggregate principal amount of its 6.25% senior notes due 2018, approximately $733 million aggregate principal amount of its 2.6% senior notes due 2019 and approximately $76 million aggregate principal amount of its 4.7% senior notes due 2020Unaudited Condensed Consolidated Financial Statements for total consideration, excluding accrued interest, of approximately $897 million. As a result of these debt extinguishments, the Company recorded a loss on the extinguishment of debt of $27.8 million during the first quarter of 2017, primarily comprised of prepayment premiums and a~~non-cash~~ ~~charge due to thewrite-off~~ ~~of deferred debt issuance costs.~~

further information.

Capital Resources

The Company ~~maintains a $1.25 billion revolving credit facility that matures in January 2022~~has the ability to borrow under its existing Credit Revolver and its Accounts Receivable Securitization Facility (the ~~“Facility”~~“Securitization Facility”). Under the ~~Facility,~~Company's Credit Revolver, the ~~Company may borrow funds on a variety of~~ interest rate ~~terms.~~is London Interbank Offered Rate (“LIBOR”) rate plus 105.0 basis points. The ~~Facility also~~Credit Revolver provides for the issuance of up to $100 million of letters of credit, so long as there is a sufficient amount available for borrowing under the ~~Facility.~~Credit Revolver. At ~~September 30, 2017,~~March 31, 2022 there were approximately $22 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $1.23 billion. There were no ~~amounts~~borrowings outstanding under the ~~Facility~~Credit Revolver or commercial paper borrowings at March 31, 2022.

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The Credit Revolver requires the maintenance of certain financial covenants. A failure to maintain our financial covenants would impair our ability to borrow under the Credit Revolver. In addition, if economic conditions caused by the COVID-19 pandemic do not improve or otherwise worsen, our earnings and ~~net availability was approximately $1.2 billion.~~

operating cash flows could be negatively impacted, which could impact our ability to maintain compliance with our financial covenants and require us to seek amendments to the Credit Revolver. The Company ~~maintains a $950 million receivables purchase agreement that~~was in compliance with all of its debt covenants at March 31, 2022.

The aggregate commitment under the Securitization Facility is $600 million. The Securitization Facility matures in October ~~2019~~2022 and bears interest at a margin over a variable interest ~~rate (the “Securitization Facility”). At September 30, 2017, the borrowing rate margin and the unused line fee on~~rate. The maximum availability under the Securitization Facility ~~were 0.80% and 0.40% per annum, respectively.~~fluctuates based on eligible accounts receivable balances. At ~~September 30, 2017, net availability under the Facility was approximately $177 million.~~

~~The Company was not in default of any of its debt covenants at September 30, 2017.~~

In September 2017, the Company announced that it is reinstating its SRP that the Company voluntarily suspended in the fourth quarter of 2015 in association with the Jarden Acquisition. During the nine months ended September 30, 2017,March 31, 2022, the Company did not ~~repurchase~~have any ~~shares~~amounts outstanding under the SRP. At September 30, 2017, approximately $256 million remains available under the SRP. On November 2, 2017, the Company announced that its Board of Directors approved an extension and expansion to the Company’s existing SRP. Under the updated SRP, the Company is authorized to repurchase up to $1.0 billion of its outstanding shares through the end of 2020. The expansion is incremental to the amount remaining under the previous SRP, which was scheduled to expireSecuritization Facility.

Factored receivables at the end of ~~2017.~~the first quarter of 2022 associated with the existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $535 million, an increase of approximately $35 million from December 31, 2021. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheet at the time of the sales transaction. The ~~repurchase~~Company classifies the proceeds received from the sales of ~~additional shares~~accounts receivable as an operating cash flow in the ~~future will depend upon many factors, including~~Condensed Consolidated Statement of Cash Flows. The Company records the ~~Company’s financial condition, liquidity~~discount as other income, net in the Condensed Consolidated Statement of Operations and ~~legal requirements.~~

~~At September 30, 2017, there were approximately 2.5 million shares~~collections of ~~the Company’s common stock that had~~accounts receivables not ~~been issued and $61 million in cash had not been paid~~yet submitted to the former holders of Jarden shares who are exercising their right to judicial appraisal under Delaware law. Absent consent by the Company, these dissenting shareholders are no longer entitled to the merger consideration, but are instead entitled only to the judicially determined fair value of their shares, plus interest accruing from the date of the Jarden Acquisition, payable in cash. However, it is possible that the Company could issuefinancial institution as a consent to or reach agreement with one or more of these shareholders resulting in the issuance of Company shares (in lieu of or along with the payment of cash) in settlement of the dissenters’ claims. At September 30, 2017, the Company has accrued approximately $171 million of unpaid consideration related to these former shares of Jarden common stock. In July 2017, approximately 6.6 million shares of the Company’s common stock (representing the stock component of the merger consideration) were issued and approximately $162 million (representing thefinancing cash ~~component of the merger consideration) was paid to certain former dissenting shareholders in full settlement of their claims.~~

flow.

Risk Management

Interest Rate Contracts

Fair Value Hedges

At ~~September 30, 2017,~~March 31, 2022, the Company had approximately ~~$527~~$100 million notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate (LIBOR) of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against ~~$277~~$100 million of principal on the ~~4.7% Senior Subordinated Notes due 2020 and $250 million of principal on the 4.0% Senior Subordinated Notes~~4.00% senior notes due 2024 for the remaining life of ~~these notes.~~the note. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain intercompany financing arrangements with foreign subsidiaries. As of September 30, 2017, the notional value of outstanding cross-currency interest rate swaps was approximately $161 million. The cross-currency interest rate swaps are intended to eliminate uncertainty in cash flows in U.S. Dollars and British Pounds in connection with the intercompany financing arrangements. The ~~effective portions~~Company previously entered into three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, respectively, with an aggregate notional amount of ~~the changes in fair values~~$1.3 billion. Each of these cross-currency swaps were 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 fixed rate of Euro-based interest and receives a fixed rate ~~swap agreements are reported~~of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the three months ended March 31, 2022 and 2021, the Company recognized income of $5 million and $4 million, respectively, in ~~accumulated other comprehensive income (“AOCI’) and an amount is reclassified out of AOCI into other (income)~~interest expense, net, inrelated to the ~~same period that the carrying value~~portion of ~~the underlying foreign currency intercompany financing arrangements are remeasured.~~

cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

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underlying hedged item. At ~~September 30, 2017,~~March 31, 2022, the Company had approximately ~~$448~~$467 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

income, net in the Company's Condensed Consolidated Statement of Operations.

The following table presents the net fair value of derivative financial instruments ~~as of September 30, 2017~~ (in millions):

   September 30,
2017
   Asset
(Liability)
Derivatives designated as effective hedges:

Cash flow hedges:

Cross-currency swaps
   $ (17.2 )
Foreign currency contracts
   (12.2 )
Fair value hedges:

Interest rate swaps
   (3.6 )
Derivatives not designated as effective hedges:

Foreign currency contracts
   (30.2 )
Commodity contracts
   0.1


Total
   $ (63.1 )


	March 31, 2022
	Asset (Liability)
Derivatives designated as effective hedges:
Cash flow hedges:
Foreign currency contracts	$	4
Fair value hedges:
Interest rate swaps	(1)
Net investment hedges:
Cross-currency swaps	(19)
Derivatives not designated as effective hedges:
Foreign currency contracts	(5)
Total	$	(21)

Significant Accounting Policies and Critical Estimates

Goodwill and Indefinite-Lived Intangibles

The application of the purchase method of accounting for business combinations requires the use of significant estimates and assumptions in determining the fair value of assets acquired and liabilities assumed in order to properly allocate the purchase price. The estimates of the fair value of the assets acquired and liabilities assumed are based upon assumptions believed to be reasonable using established valuation techniques that consider a number of factors, and when appropriate, valuations performed by independent third party appraisers.

As a result of acquisitions in prior years, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived intangibles (primarily, trademarks and tradenames). The Company’s goodwill

Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually ~~(during~~during the ~~third~~fourth quarter ~~which coincides with the Company’s annual planning process)~~(on December 1), or more frequently if facts and circumstances warrant. ~~In 2017, the Company adopted authoritative accounting guidance that requires that goodwill~~

Goodwill

Goodwill is tested for impairment will now be determined by the amount by which a reporting unit’s carrying value exceeds its fair value (not to exceed the carrying amount of goodwill), which removes Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation to calculate an impairment.

~~The Company performs its annual impairment testing of goodwill~~ at a reporting unit level, and all of the Company’s goodwill is assigned to ~~the Company’s~~its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally one level below the operating segment level. ~~As a result~~The Company’s operations are comprised of ~~the integration of businesses from the Jarden Acquisition and related changes to management, the Company identified 18~~seven reporting units, ~~comprising the Company’s~~within its five primary operating segments.

The Company performed its annual goodwill impairment testing as of July 1, 2017, at which date the Company’s total goodwill was $10.5 billion. Additionally, the carrying value of the Company’s indefinite-lived intangible assets was approximately $10.2 billion as of the July 1, 2017.

~~The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it ismore-likely-than-not~~ that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The qualitative approach, which was only applied to a portion of the Company’s reporting units, assesses various factors including, in part, the macroeconomic environment, industry and market specific conditions, financial performance, operating costs and cost impacts, as well as issues or events specific to the reporting unit. If necessary, the next step in the goodwill impairment test involves comparing the fair value of each of the reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, an impairment loss would be recognized (not to exceed the carrying amount of goodwill). Due to changes in the Company’s reportable segments resulting from the integration of businesses from the Jarden acquisition and significant future projected synergies, the Company proceeded directly to quantitative impairment testing for nearly all its reporting units.

~~Both qualitative and~~ quantitative goodwill impairment testing requires significant use of judgment and assumptions, ~~including~~such as the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values, discount rates and ~~discount rates. The Company uses various valuation methods, such as the discounted cash flow and market multiple methods.~~total enterprise value. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections. The cash flows projected are analyzed on a ~~“debt-free”~~debt-free basis (before cash payments to equity and ~~interest bearing~~interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is ~~also~~ made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. The ~~market multiple methodology involves estimating value~~Company estimated the fair values of its reporting units based on the trading multiples for comparable public companies. Multiples are determined through an analysis of certain publicly traded companies that are selected on the basis of operational and economic similarity with the business operations. Valuation multiples are calculated for the comparable companies based on daily trading prices. A comparative analysis between the reporting unit and the public companies forms the basis for the selection of appropriate risk-adjusted multiples. The comparative analysis incorporates both quantitative and qualitative risk factorsdiscounted cash flow methodology reflecting its latest projections which ~~relate to,~~included, among other things, the ~~nature~~ impact of significant input cost inflation for commodities, primarily resin, sourced finished goods, transportation and labor on its operations at the time the Company performed its impairment testing.

See Footnotes 1 and 7 of the ~~industry in which the reporting unit and other comparable companies are engaged.~~

~~The Company uses a qualitative approach~~Notes to ~~test indefinite-lived intangible assets~~ Unaudited Condensed Consolidated Financial Statementsfor ~~impairment by first assessing qualitative factors to determine whether it ismore-likely-than-not~~ ~~that the fair value~~further information.

Table of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company applied this qualitative approach to select indefinite-lived intangible assets. For the majority of the other indefinite-lived intangible assets, the Company proceeded directly to quantitative impairment testing.

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Indefinite-lived intangibles

The testing of ~~unamortizable~~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 ~~unamortizable~~indefinite-lived intangibles is determined using ~~the same method which was used for determining the initial value. The first method is~~either the relief from royalty method ~~which~~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 ~~second method is the~~ excess earnings method ~~which~~ estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and ~~discounting~~discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

~~While~~

The Company believes the circumstances and global disruption caused by COVID-19 may continue to affect its businesses, future

operating results, cash flows and financial condition and that the scope and duration of the pandemic is highly uncertain. In addition, some of the Company’s businesses experienced a revenue decline and decreased profitability in 2017, the Company believes that its long-term growth strategy coupled with projected synergies and cost savings resulting from the Jarden Acquisition supports its fair value conclusions. For both goodwill and indefinite-lived intangible assets, the recoverability of these amounts is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability.

As a result of the 2017 annual impairment testing, the enterprise value of all of the Company’s reporting units except the Winter Sports reporting unit exceeded their carrying values by more than approximately 10%; however, changes in business conditions and assumptions could potentially require future adjustments to these asset valuations.

The Company’s Winter Sports reporting unit was a business held for sale as of the impairment testing date. During the second quarter of 2017, the Company entered into a definitive agreement to sell the business and used the estimated purchased price (approximately $200 million, net of working capital adjustments) to approximate the enterprise value of the Winter Sports reporting unit. Since the carrying value exceeded the estimated enterprise value of the Winter Sports reporting unit, the Company recorded an impairment charge for goodwill and other ~~intangible assets during second quarter of 2017.~~

As a result of the annual impairment test of indefinite-lived intangibles assets as of July 1, 2017, the Company determined that none of the indefinite-lived intangible assets were impaired. Should projected revenues and cash flows not be achieved, estimated fair values could be reduced to below carrying values resulting in potential future material~~non-cash~~ ~~impairment charges.~~

The estimated fair values for certain trade names within the Live and Other segments exceeded their carrying values by less than a 10% threshold. This primarily relates to trade names from the recent Jarden acquisition that were valued using the relief from royalty method and those tradenames with projected cashflows that are similar to the initial projection amounts used within the initial valuation.

The Company performed the quantitative impairment test for a trade name with a carrying value of $2.0 billion within the Appliances & Cookware reporting unit, noting the fair value exceeded the carrying value by $175 million, or approximately 9%. The Company concluded that this trade name is not impaired. However, a 100 basis point increase in the discount rate used would have resulted in an impairment of approximately $165 million, or approximately 8%.

In addition, the Company performed the quantitative impairment test for a trade name with a carrying value of $208 million within the Food reporting unit, noting the fair value exceeded the carrying value by $4.7 million, or approximately 2%. The Company concluded that this trade name is not impaired. However, a 100 basis point increase in the discount rate used would have resulted in an impairment of approximately $32 million, or approximately 15%, and a 100 basis point decrease in the royalty rate used would have resulted in an impairment of approximately $38 million, or approximately 18%.

The Company also performed the quantitative impairment test for a trade name with a carrying value of $81.0 million within the Gaming reporting unit, noting the fair value exceeded the carrying value by $6.2 million, or approximately 8%. The Company concluded that this trade name is not impaired. However, a 100 basis point increase in the discount rate used would have resulted in an impairment of approximately $10 million, or approximately 12%, and a 100 basis point decrease in the royalty rate used would have resulted in an impairment of approximately $11 million, or approximately 14%.

~~Some of the~~ inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, industry growth, credit ratings and foreign exchange ~~rates, labor inflation,~~rates. Given the uncertainty of these factors, as well as the inherent difficulty in predicting the severity and ~~industry growth.~~

~~While the Company believes it has made reasonable estimates and assumptions to calculate the fair values~~duration of the ~~reporting units~~COVID-19 global pandemic and ~~other indefinite-lived intangible assets, it is possible changes could occur. As for all of~~associated recovery and the ~~Company’s reporting units, if in future years,~~uncertainties regarding the reporting unit’s actual results are not consistent with the Company’s estimates and assumptions used to calculate fair value, the Company may be required to recognize material impairments to goodwill. The Company will continue to monitor its reporting units for any triggering events or other signs of impairment. The Company may be required to perform additional impairment tests based on changes in the economic environment and other factors, which could result in impairment charges in the future. 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 deteriorates significantly from current levels, it is reasonably likely the Company will be required to record impairment charges in the future. Additionally, there are significant synergy savings projected for the Company as a result of the Jarden Acquisition.

~~Forward-Looking Statements~~

~~Forward-looking statements in this Quarterly Report on Form10-Q~~ (this “Quarterly Report”) are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “will,” “should,” “would” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. 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:

~~our dependence~~potential financial impact on the ~~strength of retail, commercial~~Company's business and ~~industrial sectors of~~ the overall economy as discussed further in ~~various parts of the world;~~

~~competition with other manufacturers and distributors of consumer products;~~

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

~~our ability to improve productivity, reduce complexity and streamline operations;~~

~~our ability to develop innovative new products, to develop, maintain and strengthenend-user~~ ~~brands and to realize the benefits of increased advertising and promotion spend;~~

~~risks related to our substantial indebtedness, a potential increase in interest rates or changes in our credit ratings;~~

~~our ability to complete planned acquisitions and divestitures, to integrate Jarden and other acquisitions and unexpected costs or expenses associated with acquisitions;~~

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

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

~~a failure of one of our key information technology systems or related controls;~~

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

~~the impact of United States and foreign regulations on our operations, including environmental remediation costs;~~

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

~~the resolution of tax contingencies resulting in additional tax liabilities;~~

~~product liability, product recalls or related regulatory actions;~~

~~our ability to protect intellectual property rights;~~

~~significant increases in the funding obligations related to our pension plans; and~~

~~other factors listed from time to time in our filings with the Securities and Exchange Commission (“SEC”)~~Footnote 1, ~~including, but not limited to our Annual Report on Form10-K,~~ ~~as filed with the SEC.~~

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~~Company's estimates and ~~assessed all~~assumptions will prove to be accurate predictions of the ~~factors affecting~~future.

Although management has made its best estimates based upon current information, actual results could materially differ from those estimates and may require future changes to such estimates and assumptions. If so, the Company ~~or that~~may be subject to future incremental impairment charges as well as changes to recorded reserves and valuations.

See Footnotes 1 and 7 of the ~~publicly available and other information~~Notes to the ~~Company receives with respect to these factors is complete or correct.~~

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 Form10-K for the fiscal year ~~ended December 31, 2016.~~

ended.

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 ~~Rule13a-15(b)~~ ofthe 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, ~~has~~have evaluated the effectiveness of ~~its~~the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures ~~(as defined in Rule13a-15(e)~~ ~~under the Exchange Act)~~ were effective as of ~~the end of the period covered by this Quarterly Report.~~

~~As required by Rule13a-15(d)~~ ~~under the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief~~March 31, 2022.

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

There have been no changes in the Company’s internal control over financial reporting ~~to determine whether any changes occurred~~ during the quarter ~~covered by this Quarterly Report~~ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting. ~~Based on that evaluation, there have been no such changes during the quarter covered by this Quarterly Report.~~

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form10-K for the fiscal year ended December 31, ~~2016.~~

2021.

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

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities during the three months ended ~~September 30, 2017.~~

Calendar Month
   Total Number
of Shares
Purchased (2)    Average
Price Paid
Per Share    Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Repurchase Program (1)    Maximum
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (1)
July
   —      $ —      —      $ 255,912,000
August
   8,230    50.50    —      $ 255,912,000
September
   —      —      —      $ 255,912,000



Total
   8,230    50.50    —

~~(1)~~

~~Under the Company’s SRP, the Company may repurchase shares of its common stock through10b5-1~~ automatic trading plans, discretionary market purchases, privately negotiated transactions or a combination thereof. In September 2017, the Company announced that it is reinstating its SRP that the Company voluntarily suspended in the fourth quarter of 2015, in association with the Jarden Acquisition. The Company did not repurchase any shares under the SRP during the three months ended September 30, 2017. On November 2, 2017, the Company announced that its Board of Directors approved an extension and expansion to the Company’s existing SRP. Under the updated SRP, the Company is authorized to repurchase up to $1.0 billion of its outstanding shares through the end of 2020. The expansion is incremental to the amount remaining under the previous SRP, which was scheduled to expire at the end of 2017.

~~(2)~~

All shares purchased by the Company during the three months ended September 30, 2017 were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units, which were purchased by the Company based on their fair market value on the vesting date.

March 31, 2022:

Calendar Month
Total Number
of Shares
Purchased (2)
Average
Price Paid
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum
Approximate Dollar Value of
Shares that May Yet Be Purchased
Under the Plans or Programs (1)
January — $ — — $ 375,000,000
February 11,151,364 25.86 10,634,184 $ 100,000,001
March — — — $ 100,000,001
Total 11,151,364 $ 25.86 10,634,184

(1)On February 6, 2022, the Company's Board of Directors authorized a $375 million Share Repurchase Program (“SRP”), effective immediately through the end of 2022. The Company’s common shares may be purchased by the Company in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements. See Footnote 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on shares repurchased during the three months ended March 31, 2022.

(2)Shares purchased during the three months ended March 31, 2022, includes both the number of shares purchased as part of the publicly announced SRP as well as shares acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units and were purchased by the Company based on their fair market value on the vesting date.

Table of Contents

Item 6. Exhibits


Exhibit Number			Description of Exhibit

~~Exhibit~~ ~~Number~~ 10.1*			~~Description of~~ 2022 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 11, 2022).
10.2*			Letter Agreement, dated February 9, 2022, between the Company and Christopher H. Peterson regarding Participation in the Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2022).
10.110.3		Amendment No. 3 dated as of July 24, 2017 to the Loan and Servicing Agreement and Waiver, dated October 3, 2016, among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto.

~~10.2†~~	~~First Amendment to~~Purchase Agreement dated February 21, 2022 by and between the ~~Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, dated August 9, 2017~~Company and the Icahn Parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K dated ~~August 9, 2017)~~February 22, 2022).
10.4*†			Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to the Chief Executive Officer.
~~10.3†~~10.5*†			~~Separation~~Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Vice President Level and ~~General Release, dated~~above).
10.6*†			Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Director Level).
10.7*†			Form of ~~August 24, 2017, by and between~~2022 Non-Qualified Stock Option Agreement under the Newell ~~Brands~~Rubbermaid Inc. ~~and Fiona C. Laird (incorporated by reference to Exhibit 10.1~~2013 Incentive Plan, as amended, for Awards to the ~~Company’s Current Report on Form8-K~~ ~~dated August 24, 2017).~~Chief Executive Officer.
10.8*†			Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees.
10.410.9†			Amendment No. 32 dated ~~as of October 31, 2017,~~December 30, 2021, to the ~~Receivables Contribution and Sale Agreement, among Jarden Receivables, LLC, the Originators party thereto,~~ Newell Brands ~~Inc., as Servicer, PNC Bank, National Association, as Administrative Agent~~Employee Savings Plan (as amended and ~~as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lending~~restated effective January 1, 2018 and ~~each Managing Agent party thereto.~~amended by the First Amendment effective January 1, 2019).
10.10*†			Offer Letter, dated March 4, 2021, between the Company and Michal Geller.
31.1*31.1†			Certification of Chief Executive Officer Pursuant to Rule13a-14(a) or Rule15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†
31.2*		Certification of Chief Financial Officer Pursuant to Rule13a-14(a) or Rule15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH
~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~	XBRL Taxonomy Extension Schema
101.CAL
~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase
101.DEF
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase
101.LAB
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase
101.PRE
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase

*	~~Filed herewith~~

†	~~Represents management contracts and compensatory plans and arrangements.~~

† Filed herewith.

* Represents management contracts and compensatory plans and arrangements.

Table of Contents

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: ~~November 8, 2017~~

April 29, 2022

/s/ ~~Ralph J. Nicoletti~~

~~Ralph J. Nicoletti~~

~~Executive Vice President, Chief Financial Officer~~Christopher H. Peterson

~~Date: November 8, 2017~~

~~/s/ James L. Cunningham, III~~Christopher H. Peterson

~~James L. Cunningham, III~~Chief Financial Officer and President, Business Operations

~~Senior Vice President,~~

Date:

April 29, 2022

/s/ Jeffrey M. Sesplankis

Jeffrey M. Sesplankis

Chief Accounting Officer


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	3	2
Item 1. Financial Statements	3	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38	36
Item 4. Controls and Procedures	38	36
PART II. OTHER INFORMATION	39	37
Item 1. Legal Proceedings	39	37
Item 1A. Risk Factors	39	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39	37
Item 6. Exhibits	40	38
SIGNATURES		39


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net sales	$	3,678.2		$	3,954.6		$	10,999.1		$	9,128.1
Cost of products sold		2,410.5			2,679.8			7,138.9			6,252.0

Gross margin		1,267.7			1,274.8			3,860.2			2,876.1
Selling, general and administrative expenses		905.5			937.9			2,790.5			2,247.4
Restructuring costs		38.4			13.0			82.2			41.7
Impairment of goodwill, intangibles and other assets		0.4			—			85.0			—

Operating income		323.4			323.9			902.5			587.0
Non-operating expenses:
Interest expense, net		116.2			124.5			353.0			280.6
Loss on extinguishment of debt		—			—			32.3			47.1
Other expense (income), net		41.6			(0.7	)		(709.1	)		(162.7	)

Income before income taxes		165.6			200.1			1,226.3			422.0
Income tax expense (benefit)		(68.8	)		13.6			130.4			59.4

Income from continuing operations		234.4			186.5			1,095.9			362.6
Income (loss) from discontinued operations, net of tax		—			—			—			(0.4	)

Net income	$	234.4		$	186.5		$	1,095.9		$	362.2

Weighted average shares outstanding:
Basic		490.4			484.0			486.3			398.3
Diluted		491.5			486.2			487.9			400.1
Earnings per share:
Basic:
Income from continuing operations	$	0.48		$	0.39		$	2.25		$	0.91
Income (loss) from discontinued operations		—			—			—			—

Net income	$	0.48		$	0.39		$	2.25		$	0.91

Diluted:
Income from continuing operations	$	0.48		$	0.38		$	2.25		$	0.91
Income (loss) from discontinued operations		—			—			—			—

Net income	$	0.48		$	0.38		$	2.25		$	0.91

Dividends per share	$	0.23		$	0.19		$	0.65		$	0.57


	September 30, 2017			December 31, 2016
Assets:
Cash and cash equivalents	$	792.3		$	587.5
Accounts receivable, net		2,916.0			2,746.9
Inventories, net		2,861.5			2,116.0
Prepaid expenses and other		375.5			288.4
Assets held for sale		4.0			1,745.7

Total current assets		6,949.3			7,484.5
Property, plant and equipment, net		1,675.2			1,543.4
Goodwill		10,526.5			10,218.9
Other intangible assets, net		14,307.6			14,111.8
Deferred income taxes		35.4			95.3
Other assets		394.0			383.6

Total assets	$	33,888.0		$	33,837.5

Liabilities:
Accounts payable	$	1,699.0		$	1,518.9
Accrued compensation		226.2			365.8
Other accrued liabilities		1,558.0			1,464.9
Short-term debt and current portion of long-term debt		1,291.0			601.9
Liabilities held for sale		—			340.5

Total current liabilities		4,774.2			4,292.0
Long-term debt		10,184.4			11,290.9
Deferred income taxes		4,888.5			5,082.8
Other noncurrent liabilities		1,270.9			1,787.4

Total liabilities		21,118.0			22,453.1
Commitments and contingencies (Footnote 18)		—			—
Stockholders’ equity:
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at September 30, 2017 and December 31, 2016)		—			—
Common stock (800 authorized shares, $1.00 par value 513.0 shares and 504.8 shares issued at September 30, 2017 and December 31, 2016, respectively)		513.0			504.8
Treasury stock, at cost (22.9 and 22.3 shares at September 30, 2017 and December 31, 2016, respectively):		(573.2	)		(545.3	)
Additionalpaid-in capital		10,498.5			10,144.2
Retained earnings		3,067.7			2,289.9
Accumulated other comprehensive loss		(771.6	)		(1,044.8	)

Stockholders’ equity attributable to parent		12,734.4			11,348.8
Stockholders’ equity attributable to noncontrolling interests		35.6			35.6

Total stockholders’ equity		12,770.0			11,384.4

Total liabilities and stockholders’ equity	$	33,888.0		$	33,837.5


	March 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	344	$	440
Accounts receivable, net	1,421		1,500
Inventories	2,297		1,997
Prepaid expenses and other current assets	349		325
Total current assets	4,411		4,262
Property, plant and equipment, net	1,144		1,204
Operating lease assets	595		558
Goodwill	3,486		3,504
Other intangible assets, net	3,046		3,370
Deferred income taxes	797		814
Other assets	725		467
Total assets	$	14,204	$	14,179
Liabilities:
Accounts payable	$	1,651	$	1,680
Accrued compensation	154		270
Other accrued liabilities	1,375		1,364
Short-term debt and current portion of long-term debt	3		3
Total current liabilities	3,183		3,317
Long-term debt	4,880		4,883
Deferred income taxes	720		405
Operating lease liabilities	531		500
Other noncurrent liabilities	910		983
Total liabilities	10,224		10,088
Commitments and contingencies (Footnote 17)	0		0
Stockholders’ equity:
Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2022 and December 31, 2021)	—		—
Common stock (800.0 authorized shares, $1.00 par value, 440.8 shares and 450.0 shares issued at March 31, 2022 and December 31, 2021, respectively)	441		450
Treasury stock, at cost (25.0 shares and 24.5 shares at March 31, 2022 and December 31, 2021, respectively)	(623)		(609)
Additional paid-in capital	7,384		7,734
Retained deficit	(2,368)		(2,602)
Accumulated other comprehensive loss	(854)		(882)


Total stockholders’ equity	3,980		4,091
Total liabilities and stockholders’ equity	$	14,204	$	14,179


(in millions, except per share data)	Three Months Ended September 30, 2016		Nine Months Ended September 30, 2016
Net sales	$	3,954.6	$	11,521.7
Net income		273.2		588.8
Income loss per share:
Basic	$	0.56	$	1.23
Diluted	$	0.56	$	1.22


	September 30, 2017		December 31, 2016
Accounts receivable, net	$	—	$	164.4
Inventories, net		—		311.6
Prepaid expenses and other		—		24.3
Property, plant and equipment, net		4.0		224.9
Goodwill		—		762.5
Other intangible assets, net		—		244.5
Other assets		—		13.5

Total Assets	$	4.0	$	1,745.7

Accounts payable	$	—	$	88.2
Accrued compensation		—		35.3
Other accrued liabilities		—		81.6
Short-term debt and current portion long-term debt		—		4.3
Other noncurrent liabilities		—		131.1

Total Liabilities	$	—	$	340.5


	Cumulative Translation Adjustment			Pension and Postretirement Costs			Derivative Financial Instruments			AOCI
Balance at December 31, 2016	$	(607.9	)	$	(400.0	)	$	(36.9	)	$	(1,044.8	)
Other comprehensive (loss) income before reclassifications		216.9			(10.2	)		(29.7	)		177.0
Amounts reclassified to earnings		87.4			8.7			0.1			96.2

Net current period other comprehensive income (loss)		304.3			(1.5	)		(29.6	)		273.2

Balance at September 30, 2017	$	(303.6	)	$	(401.5	)	$	(66.5	)	$	(771.6	)


	Balance at December 31, 2016		Restructuring Costs		Payments			Non-Cash Charges and Other			Balance at September 30, 2017
Employee severance, termination benefits and relocation costs	$	15.8	$	1.8	$	(6.3	)	$	(0.2	)	$	11.1
Exited contractual commitments and other		17.4		15.9		(7.5	)		—			25.8

	$	33.2	$	17.7	$	(13.8	)	$	(0.2	)	$	36.9


Segment	Balance at December 31, 2016		Acquisitions		Other Adjustments (1)			Impairment (2)		Foreign Currency		Balance at September 30, 2017
Live	$	3,639.9	$	172.8	$	45.8		$	—	$	25.3	$	3,883.8
Learn		2,785.4		—		3.9			—		56.6		2,845.9
Work		1,871.0		—		(16.9	)		—		29.8		1,883.9
Play		1,161.4		—		(7.6	)		—		5.1		1,158.9
Other		761.2		—		(9.7	)		—		2.5		754.0

	$	10,218.9	$	172.8	$	15.5		$	—	$	119.3	$	10,526.5


	September 30, 2017							December 31, 2016
	Gross Carrying Amount (1)		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trade names — indefinite life	$	10,199.3	$	—		$	10,199.3	$	9,935.1	$	—		$	9,935.1
Trade names — other		375.5		(52.2	)		323.3		286.3		(34.2	)		252.1
Capitalized software		545.5		(331.4	)		214.1		482.0		(252.9	)		229.1
Patents and intellectual property		253.6		(133.3	)		120.3		227.9		(105.0	)		122.9
Customer relationships and distributor channels		3,703.8		(333.5	)		3,370.3		3,761.7		(204.0	)		3,557.7
Other		134.6		(54.3	)		80.3		25.9		(11.0	)		14.9

	$	15,212.3	$	(904.7	)	$	14,307.6	$	14,718.9	$	(607.1	)	$	14,111.8


	September 30, 2017			December 31, 2016
2.05% senior notes due 2017	$	349.9		$	349.4
6.25% senior notes due 2018		—			249.8
2.15% senior notes due 2018		299.4			298.9
2.60% senior notes due 2019		266.5			995.0
2.875% senior notes due 2019		348.5			347.9
4.70% senior notes due 2020		304.2			380.0
3.15% senior notes due 2021		993.1			991.7
3.75% senior notes due 2021		368.1			326.9
4.00% senior notes due 2022		248.7			248.5
3.85% senior notes due 2023		1,738.4			1,737.0
5.00% senior notes due 2023		312.6			314.1
4.00% senior notes due 2024		495.7			495.2
3.90% senior notes due 2025		297.1			296.8
4.20% senior notes due 2026		1,982.3			1,981.0
5.375% senior notes due 2036		494.9			494.7
5.50% senior notes due 2046		1,725.9			1,725.7
Term loan		299.7			399.5
Commercial paper		116.0			—
Receivables facilities		768.5			187.4
Other debt		65.9			73.3

Total debt		11,475.4			11,892.8
Short-term debt and current portion of long-term debt		(1,291.0	)		(601.9	)

Long-term debt	$	10,184.4		$	11,290.9


	Pension Benefits
	Three Months Ended September 30,
	U.S.						International
	2017			2016			2017			2016
Service cost	$	0.6		$	0.6		$	1.9		$	1.9
Interest cost		12.6			12.2			3.4			4.7
Expected return on plan assets		(18.3	)		(18.8	)		(4.7	)		(5.7	)
Amortization, net		6.0			5.5			0.7			3.5

Net periodic pension cost	$	0.9		$	(0.5	)	$	1.3		$	4.4


	Nine Months Ended September 30,
	U.S.						International
	2017			2016			2017			2016
Service cost	$	2.0		$	2.0		$	5.6		$	5.0
Interest cost		37.9			32.3			10.1			14.2
Expected return on plan assets		(55.0	)		(49.4	)		(13.9	)		(17.0	)
Amortization, net		17.8			16.3			1.9			4.9

Net periodic pension cost	$	2.7		$	1.2		$	3.7		$	7.1


	Three Months Ended September 30, 2017
	Live		Learn		Work		Play		Other			Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	1,483.3	$	642.0	$	738.2	$	610.6	$	204.1		$	—		$	—		$	3,678.2
Operating income (loss) (2)		173.1		67.7		122.6		68.5		25.1			(95.2	)		(38.4	)		323.4
Other segment data:
Total assets		14,358.9		5,823.5		5,413.5		4,836.3		2,132.4			1,323.4			—			33,888.0

	Three Months Ended September 30, 2016
	Live		Learn		Work		Play		Other			Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	1,450.2	$	637.8	$	726.9	$	596.5	$	543.2		$	—		$	—		$	3,954.6
Operating income (loss) (2)		136.1		124.3		116.8		3.6		46.2			(90.1	)		(13.0	)		323.9
Other segment data:
Total assets		10,301.8		3,022.2		3,615.2		3,766.3		3,019.6			10,690.4			—			34,415.5

	Nine Months Ended September 30, 2017
	Live		Learn		Work		Play		Other			Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	3,828.7	$	2,222.5	$	2,089.6	$	2,020.6	$	837.7		$	—		$	—		$	10,999.1
Operating income (loss) (2)		326.9		460.4		306.0		213.8		(16.4	)		(306.0	)		(82.2	)		902.5

	Nine Months Ended September 30, 2016
	Live		Learn		Work		Play		Other			Corporate			Restructuring Costs			Consolidated
Net sales (1)	$	2,895.3	$	1,934.4	$	1,642.3	$	1,342.6	$	1,313.5		$	—		$	—		$	9,128.1
Operating income (loss) (2)		170.6		442.4		184.5		3.7		89.2			(261.7	)		(41.7	)		587.0


	2017			2016			Increase (Decrease)
Cash provided by (used in) operating activities	$	(58.0	)	$	848.7		$	(906.7	)
Cash provided by (used in) investing activities		1,183.4			(8,673.9	)		9,857.3
Cash provided by (used in) financing activities		(971.7	)		8,231.4			(9.203.1	)
Currency effect on cash and cash equivalents		51.1			(11.0	)		62.1

Increase in cash and cash equivalents	$	204.8		$	395.2		$	(190.4	)


Calendar Month	Total Number of Shares Purchased (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Repurchase Program (1)		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July		—	$	—		—	$	255,912,000
August		8,230		50.50		—	$	255,912,000
September		—		—		—	$	255,912,000

Total		8,230		50.50		—


Calendar Month	Total Number of Shares Purchased (2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January	—	$	—	—	$	375,000,000
February	11,151,364	25.86		10,634,184	$	100,000,001
March	—	—		—	$	100,000,001
Total	11,151,364	$	25.86	10,634,184