NEWELL BRANDS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Newell Brands Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Newell Brands Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 appearing after the signature pages (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Notes 1 and 5 to the consolidated financial statements, the Company changed the manner in which it accounts for inventories in 2022. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 48 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Interim and Annual Impairment Assessments - Goodwill and Certain Indefinite-Lived Intangible Assets As described in Notes 1 and 7 to the consolidated financial statements, the Company’s goodwill and indefinite-lived intangible assets balances were $3.3 billion and $1.7 billion, respectively, as of December 31, 2022. These assets are tested and reviewed for impairment annually on December 1, or more frequently if facts and circumstances warrant. In 2022, management used a quantitative approach, which involves comparing the fair value of these assets to their carrying values. For goodwill, if the carrying value of a reporting unit exceeds its fair value, an impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. An indefinite-lived intangible asset is impaired by the amount its carrying value exceeds its estimated fair value. During the third quarter of 2022, a triggering event occurred for the Home Fragrance reporting unit and certain indefinite-lived tradenames, resulting in the Company recording non-cash impairment charges of $108 million and $40 million to goodwill and indefinite-lived intangible assets, respectively. During the fourth quarter of 2022, in conjunction with management’s annual impairment testing, the Company recorded non-cash impairment charges of $56 million to goodwill in the Home Fragrance reporting unit and $270 million to certain indefinite-lived tradenames. Fair value is estimated by management using the discounted cash flow method for goodwill and either the relief from royalty method or the excess earnings method for indefinite-lived intangible assets. Management’s impairment assessments require significant use of judgment and assumptions such as (i) the estimation of future cash flows, business growth rates and discount rates for goodwill, (ii) the cash flow projections, royalty rates and discount rates under the relief from royalty method for indefinite-lived intangible assets, and (iii) the cash flow projections, discount rates, and contributory asset charges under the excess earnings method for indefinite-lived intangible assets. The principal considerations for our determination that performing procedures relating to the interim and annual impairment assessments of goodwill and certain indefinite-lived intangible assets is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units and indefinite-lived intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the estimation of future cash flows, business growth rates, and discount rates for goodwill, (b) the cash flow projections, royalty rates, and discount rates under the relief from royalty method for certain indefinite-lived intangible assets, and (c) the cash flow projections, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived intangible assets; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments of goodwill and indefinite-lived intangible assets, including controls over the valuation of the Company’s reporting units and certain indefinite-lived intangible assets. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the reporting units and certain indefinite-lived intangible assets; (ii) evaluating the appropriateness of the discounted cash flow method, relief from royalty method, and excess earnings method; (iii) testing the completeness and accuracy of underlying data used in the methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the (a) estimation of future cash flows, business growth rates, and discount rates for goodwill, (b) the cash flow projections, royalty rates, and discount rates under the relief from royalty method for certain indefinite-lived intangible assets, and (c) the cash flow projections, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived intangible assets. Evaluating management’s assumptions related to the estimation of future cash flows and business growth rates for goodwill and the cash flow projections for certain indefinite-lived intangible assets involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units and indefinite-lived intangible assets; (ii) the consistency with external and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow method, relief from royalty method, and excess earnings method and (ii) the discount rates for goodwill and the discount rates, royalty rates, and contributory asset charges for certain indefinite-lived intangible assets. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia February 15, 2023 We have served as the Company’s auditor since 2016. 49 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions, except per share data) Year Ended December 31, 2022 2021 2020 Net sales $ 9,459 $ 10,589 $ 9,385 Cost of products sold 6,625 7,226 6,301 Gross profit 2,834 3,363 3,084 Selling, general and administrative expenses 2,033 2,274 2,189 Restructuring costs, net 15 16 21 Impairment of goodwill, intangibles and other assets 474 60 1,503 Operating income (loss) 312 1,013 ( 629 ) Non-operating expenses: Interest expense, net 235 256 274 Loss on extinguishment of debt 1 5 20 Other (income) expense, net ( 81 ) ( 8 ) 78 Income (loss) before income taxes 157 760 ( 1,001 ) Income tax provision (benefit) ( 40 ) 138 ( 235 ) Net income (loss) $ 197 $ 622 $ ( 766 ) Weighted average common shares outstanding: Basic 415.7 425.3 424.1 Diluted 417.4 428.0 424.1 Earnings (loss) per share: Basic $ 0.47 $ 1.46 $ ( 1.81 ) Diluted $ 0.47 $ 1.45 $ ( 1.81 ) See Notes to Consolidated Financial Statements. 50 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in millions) Year Ended December 31, 2022 2021 2020 Comprehensive income (loss): Net income (loss) $ 197 $ 622 $ ( 766 ) Comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 113 ) ( 94 ) ( 2 ) Unrecognized pension and postretirement costs ( 17 ) 64 43 Derivative financial instruments 1 28 ( 1 ) Total other comprehensive income (loss), net of tax ( 129 ) ( 2 ) 40 Comprehensive income (loss) 68 620 ( 726 ) Total comprehensive income (loss) attributable to noncontrolling interests — 2 ( 4 ) Total comprehensive income (loss) attributable to parent $ 68 $ 618 $ ( 722 ) See Notes to Consolidated Financial Statements. 51 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in millions, except par values) December 31, 2022 2021 Assets: Cash and cash equivalents $ 287 $ 440 Accounts receivable, net 1,250 1,500 Inventories 2,203 2,087 Prepaid expenses and other current assets 312 325 Total current assets 4,052 4,352 Property, plant and equipment, net 1,184 1,204 Operating lease assets 578 558 Goodwill 3,298 3,504 Other intangible assets, net 2,649 3,370 Deferred income taxes 810 814 Other assets 691 467 Total assets $ 13,262 $ 14,269 Liabilities: Accounts payable $ 1,062 $ 1,680 Accrued compensation 123 270 Other accrued liabilities 1,272 1,364 Short-term debt and current portion of long-term debt 621 3 Total current liabilities 3,078 3,317 Long-term debt 4,756 4,883 Deferred income taxes 520 428 Operating lease liabilities 512 500 Other noncurrent liabilities 877 983 Total liabilities 9,743 10,111 Commitments and contingencies ( Footnote 18 ) Stockholders' equity: Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at December 31, 2022 and 2021) — — Common stock ( 800.0 authorized shares, $ 1.00 par value, 438.6 shares and 450.0 shares issued at December 31, 2022 and 2021, respectively) 439 450 Treasury stock, at cost ( 25.0 and 24.5 shares at December 31, 2022 and 2021, respectively) ( 623 ) ( 609 ) Additional paid-in capital 7,052 7,734 Retained deficit ( 2,338 ) ( 2,535 ) Accumulated other comprehensive loss ( 1,011 ) ( 882 ) Total stockholders' equity 3,519 4,158 Total liabilities and stockholders' equity $ 13,262 $ 14,269 See Notes to Consolidated Financial Statements. 52 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ 197 $ 622 $ ( 766 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 296 325 357 Impairment of goodwill, intangibles and other assets 474 60 1,503 (Gain) loss from sale of businesses, net ( 136 ) ( 4 ) 9 Deferred income taxes 97 ( 24 ) ( 260 ) Stock based compensation expense 12 52 41 Pension settlement charge — — 53 Loss on extinguishment of debt 1 5 20 Other, net 2 ( 2 ) 1 Changes in operating accounts excluding the effects of divestitures: Accounts receivable 130 130 168 Inventories ( 276 ) ( 463 ) ( 34 ) Accounts payable ( 536 ) 177 415 Accrued liabilities and other ( 533 ) 6 ( 75 ) Net cash provided by (used in) operating activities ( 272 ) 884 1,432 Cash flows from investing activities: Proceeds from sale of divested businesses 617 — 16 Capital expenditures ( 312 ) ( 289 ) ( 259 ) Other investing activities 38 21 15 Net cash provided by (used in) investing activities 343 ( 268 ) ( 228 ) Cash flows from financing activities: Proceeds from (payments of) short-term debt, net 619 — ( 26 ) Net proceeds from issuance of debt 989 — 491 Payments on current portion of long-term debt ( 1,091 ) ( 698 ) ( 305 ) Payments on long-term debt — ( 6 ) ( 320 ) Debt extinguishment costs — ( 5 ) ( 18 ) Repurchase of shares of common stock ( 325 ) — — Cash dividends ( 385 ) ( 394 ) ( 392 ) Acquisition of noncontrolling interests — ( 28 ) — Equity compensation activity and other, net ( 39 ) ( 12 ) 11 Net cash used in financing activities ( 232 ) ( 1,143 ) ( 559 ) Exchange rate effect on cash, cash equivalents and restricted cash ( 13 ) ( 17 ) 5 Increase (decrease) in cash, cash equivalents and restricted cash ( 174 ) ( 544 ) 650 Cash, cash equivalents and restricted cash at beginning of period 477 1,021 371 Cash, cash equivalents and restricted cash at end of period $ 303 $ 477 $ 1,021 Supplemental disclosures: Restricted cash at beginning of period $ 37 $ 40 $ 22 Restricted cash at end of period 16 37 40 Cash paid for income taxes, net of refunds 172 165 106 Cash paid for interest 244 271 281 See Notes to Consolidated Financial Statements. 53 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in millions) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Stockholders' Equity Attributable to Parent Non- controlling Interests Total Stockholders' Equity Balance at December 31, 2019 $ 447 $ ( 590 ) $ 8,430 $ ( 2,404 ) $ ( 920 ) $ 4,963 $ 33 $ 4,996 Impact of change in inventory accounting method — — — 13 — 13 — 13 Balance at January 1, 2020 $ 447 $ ( 590 ) $ 8,430 $ ( 2,391 ) $ ( 920 ) $ 4,976 $ 33 $ 5,009 Comprehensive income (loss) — — — ( 766 ) 45 ( 721 ) ( 5 ) ( 726 ) Dividends declared on common stock - $ 0.92 per share — — ( 392 ) — — ( 392 ) — ( 392 ) Equity compensation, net of tax 1 ( 8 ) 40 — — 33 — 33 Portion of net loss attributable to noncontrolling interests — — — — ( 5 ) ( 5 ) 1 ( 4 ) Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Balance at December 31, 2020 $ 448 $ ( 598 ) $ 8,078 $ ( 3,157 ) $ ( 880 ) $ 3,891 $ 26 $ 3,917 Comprehensive income (loss) — — — 622 ( 2 ) 620 — 620 Dividends declared on common stock - $ 0.92 per share — — ( 397 ) — — ( 397 ) — ( 397 ) Equity compensation, net of tax 2 ( 11 ) 53 — — 44 — 44 Acquisition of noncontrolling interests — — — — — — ( 28 ) ( 28 ) Portion of net income attributable to noncontrolling interests — — — — — — 2 2 Balance at December 31, 2021 $ 450 $ ( 609 ) $ 7,734 $ ( 2,535 ) $ ( 882 ) $ 4,158 $ — $ 4,158 Comprehensive income (loss) — — — 197 ( 129 ) 68 — 68 Dividends declared on common stock - $ 0.92 per share — — ( 380 ) — — ( 380 ) — ( 380 ) Equity compensation, net of tax 2 ( 14 ) 11 — — ( 1 ) — ( 1 ) Common stock purchased and retired ( 13 ) — ( 312 ) — — ( 325 ) — ( 325 ) Other — — ( 1 ) — — ( 1 ) — ( 1 ) Balance at December 31, 2022 $ 439 $ ( 623 ) $ 7,052 $ ( 2,338 ) $ ( 1,011 ) $ 3,519 $ — $ 3,519 See Notes to Consolidated Financial Statements. 54 NEWELL BRANDS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Footnote 1 — Basis of Presentation and Significant Accounting Policies Description of Business 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, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and Mr. Coffee. Newell Brands' beloved brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind. The Company sells its products in nearly 200 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances. The preparation of these consolidated financial statements requires the use of certain estimates and assumptions by management in determining the Company’s assets, liabilities, sales and expenses, and related disclosures. Significant estimates in these Consolidated Financial Statements include restructuring charges, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies (including legal, environmental and product liability reserves), net realizable value of inventories, estimated contract revenue and related variable consideration, capitalized software costs, income taxes, uncertain tax provisions, tax valuation allowances, and pension and postretirement employee benefit liabilities and expenses. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. During the first quarter of 2022, the Company sold its Connected Home & Security (“CH&S”) business unit to Resideo Technologies, Inc. See Footnotes 2 and 17 for more information. During the fourth quarter of 2022, the Company elected to change its method of accounting for certain inventory in the U.S. from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method. All prior periods presented have been retrospectively adjusted to apply the new method of accounting. See Footnotes 5 and 19 for more information. Use of Estimates and Risks Management’s application of U.S. GAAP in preparing the Company's consolidated financial statements requires the pervasive use of estimates and assumptions. The Company, which has been impacted in recent years by inflationary and supply chain pressures, labor shortages, and logistical challenges across its businesses, and more recently by the indirect macroeconomic impact of the Russia-Ukraine conflict, is also experiencing additional headwinds due to softening global demand and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers. While all of the Company's segments have been negatively impacted to varying degrees by the softening global demand, the Home Appliances and Home Solutions segments have been the most impacted. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are rapidly changing the retail landscape and negatively impacted the Company’s operating results, cash flows and financial condition in 2022 and are expected to persist into 2023. The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective. In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, industry growth, credit ratings, foreign exchange rates and labor inflation. Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges. During the fourth quarter of 2022, in conjunction with the Company's annual impairment testing, the Company recorded a non-cash impairment charge to write-off the remaining $ 56 million of goodwill for its Home Fragrance reporting unit, in the Home Solutions segment, as the carrying value exceeded its fair value. The Company also recorded an aggregate impairment charge of $ 270 million related to certain tradenames in the Home Solutions and Learning and Development segments, as the carrying values exceeded their fair values. A quantitative impairment test was also performed for the Company's long-lived assets resulting in no impairment. 55 During the third quarter of 2022, the Company concluded that a triggering event had occurred for its Home Fragrance reporting unit, an indefinite-lived tradename in the Home Solutions segment, an indefinite-lived tradename in the Home Appliances segment, and two indefinite-lived tradenames in the Learning and Development segment. The Company performed a quantitative impairment test and determined that the Home Fragrance reporting unit goodwill, and the indefinite-lived tradenames in the Home Appliances and Learning and Development segments noted above were impaired, which resulted in the Company recording an aggregate non-cash impairment charge of $ 148 million during the quarter, as the carrying values exceeded their fair values. A quantitative impairment test was also performed for the indefinite-lived tradename and long-lived assets in the Home Fragrance reporting unit resulting in no impairment. See Footnote 7 for further information. Significant Accounting Policies Concentration of Credit Risk The Company’s forward exchange contracts generally do not subject the Company to risk due to foreign exchange rate movement, because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. The Company is exposed to credit-related losses in the event of non-performance by counterparties to certain derivative financial instruments. The Company does not obtain collateral or other security to support derivative financial instruments subject to credit risk, but monitors the credit standing of its counterparties. Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, which is also when control is transferred. The Company’s primary performance obligation is the distribution and sales of its consumer and commercial products to its customers. In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience. Revenue is measured as the amount of consideration for which the Company expects to be entitled in exchange for transferring goods or providing services. Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment, including contractual rates and historical payment trends, when estimating variable consideration. In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers. Among the programs negotiated are arrangements under which allowances are earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. Coupon programs are also developed on a customer- and territory-specific basis. Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume. These estimates are determined using historical customer experience and other factors, which sometimes require significant judgment. Due to the length of time necessary to obtain relevant data from customers, among other factors, actual amounts paid can differ from these estimates. Sales taxes and other similar taxes are excluded from revenue. The Company elected to account for shipping and handling activities as a fulfillment cost. The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant. 56 Goodwill Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally one level below the operating segment level. The Company’s operations are comprised of seven reporting units, within its five primary operating segments. The Company may use a qualitative approach, and when appropriate, has bypassed the qualitative and used a quantitative approach, which 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 its fair value, an impairment loss would be calculated as the difference between these amounts, limited to the amount of reporting unit goodwill allocated to the reporting unit. The quantitative goodwill impairment testing requires significant use of judgment and assumptions, such as the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values, discount rates and total enterprise value. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Indefinite-lived intangibles The testing of indefinite-lived intangibles (primarily trademarks and tradenames) under established guidelines for impairment also requires significant use of judgment and assumptions (such as cash flow projections, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Other Long-Lived Assets The Company continuously evaluates whether impairment indicators related to its property, plant and equipment, operating leases and other long-lived assets are present. These impairment indicators may include a significant decrease in the market price of a long-lived asset or asset group, early termination of an operating lease, a significant adverse change to the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If impairment indicators are present, the Company estimates the future cash flows for the asset or group of assets. The sum of the undiscounted future cash flows attributable to the asset or group of assets is compared to their carrying amount. The cash flows are estimated utilizing various assumptions regarding future sales and expenses, working capital and proceeds from asset disposals on a basis consistent with the Company’s forecasts. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group. The Company performs its testing of the asset group at the reporting unit level, as this is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level. Income Taxes The Company accounts for deferred income taxes using the asset and liability approach. Under this approach, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. 57 For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate, as well as impact operating results. See Footnote 12 for further information. Sales of Accounts Receivable Factored receivables at December 31, 2022 associated with the Company's existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $ 420 million, a decrease of approximately $ 80 million from December 31, 2021. During the second quarter of 2022, the Company amended the Customer Receivables Purchase Agreement to (i) increase the amount of certain customer receivables that may be sold under the agreement, (ii) add new customers to the agreement and (iii) change the reference rate from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Consolidated Balance Sheet at the time of the sales transaction. The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow in the Consolidated Statement of Cash Flows. The Company records the discount as other (income) expense, net in the Consolidated Statement of Operations and collections of accounts receivable not yet submitted to the financial institution as a financing cash flow. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and highly liquid investments that have a maturity of three months or less when purchased. Restricted cash reflects cash received on previously sold customer receivables in connection with the factoring program that are required to be remitted to a financial institution. Restricted cash is reported as prepaid expenses and other current assets on the Consolidated Balance Sheets. Accounts Receivable, Net Accounts receivable, net, include amounts billed and due from customers. Payment terms vary but generally are 90 days or less. An allowance for expected credit losses is based on the amount ultimately expected to be collected from the customer. The Company evaluates the collectability of accounts receivable based on a combination of factors including the length of time the receivables are past due, historical collection experience, current market conditions and forecasted direction of economic and business environment. Accounts deemed uncollectible are written off, net of expected recoveries. Capitalized Software Costs The Company capitalizes costs associated with internal-use software during the application development stage after both the preliminary project stage has been completed and the Company’s management has authorized and committed to funding for further project development. Capitalized internal-use software costs include: (i) external direct costs of materials and services consumed in developing or obtaining the software; (ii) payroll and payroll-related costs for employees who are directly associated with and who devote time directly to the project; and (iii) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. The Company expenses as incurred research and development, general and administrative, and indirect costs associated with internal-use software. In addition, the Company expenses as incurred training, maintenance and other internal-use software costs incurred during the post-implementation stage. Costs associated with upgrades and enhancements of internal-use software are capitalized only if such modifications result in additional functionality of the software. The Company amortizes internal-use software costs using the straight-line method over the estimated useful life of the software. Capitalized software costs are evaluated annually for indicators of impairment, including but not limited to a significant change in available technology or the manner in which the software is being used. Impaired items are written down to their estimated fair values. Capitalized implementation costs for certain qualified Software-as-a-Service (“SaaS”) arrangements are also subject to the same accounting criteria described above, when the Company does not own the intellectual property for the software license used in the arrangement. SaaS arrangements are included in prepaid expenses and other current assets and other assets in the Consolidated Balance Sheets. The straight-line amortization of these costs is presented along with the fees related to the hosted cloud computing service in the Consolidated Statements of Operations. 58 Product Liability Reserves The Company has a self-insurance program for product liability that includes reserves for self-retained losses and certain excess and aggregate risk transfer insurance. The Company uses historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs in determining required product liability reserves. The Company’s actuarial evaluation methods take into account claims incurred but not reported when determining the Company’s product liability reserve. While the Company believes that it has adequately reserved for these claims, the ultimate outcome of these matters may exceed the amounts recorded by the Company, and such additional losses may be material to the Company’s Consolidated Financial Statements. Product Warranties In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience. Advertising Costs The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place, and the Company expenses all other advertising and marketing costs when incurred. Advertising and promotion costs are recorded in selling, general and administrative expenses (“SG&A”) and totaled $ 387 million, $ 407 million and $ 362 million in 2022, 2021 and 2020, respectively. Research and Development Costs Research and development costs relating to both future and current products are charged to SG&A as incurred. These costs totaled $ 140 million, $ 153 million and $ 144 million in 2022, 2021 and 2020, respectively. Other Significant Accounting Policies Other significant accounting policies are disclosed as follows: • Restructuring – Footnote 4 • Inventory – Footnote 5 • Property, Plant and Equipment – Footnote 6 • Derivative Instruments – Footnote 10 • Foreign Currency Operations – Footnote 10 • Pensions and Postretirement Benefits – Footnote 11 • Leases – Footnote 13 • Share-Based Compensation – Footnote 15 • Legal and Environmental Reserves – Footnote 18 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 October 2022, the FASB issued ASU 2022-04, “ Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. ” This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to better consider the effect of the programs on an entity’s working capital, liquidity and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. The Company does not expect the adoption of ASU 2022-04 to have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope. ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. This ASU was further 59 updated with the issuance of ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which extends the sunset date of the guidance. ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements. Adoption of New Accounting Guidance In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 became effective for years, and interim periods within those years, beginning after December 15, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Footnote 2 — Divestiture Activity 2022 On March 31, 2022, the Company sold its CH&S business unit to Resideo Technologies, Inc., for approximately $ 593 million, subject to customary working capital and other post-closing adjustments. As a result, during the year ended December 31, 2022, the Company recorded a pre-tax gain of $ 136 million, which was included in other (income) expense, net in Consolidated Statements of Operations. 2020 On August 31, 2020, the Company divested the foam board product line in its Learning and Development segment. As a result, the Company recorded a pre-tax loss of $ 8 million, which is included in other (income) expense, net in the Consolidated Statements of Operations. Footnote 3 — Accumulated Other Comprehensive Income (Loss) The following tables display the components of accumulated other comprehensive income (loss) (“AOCL”), net of tax, as of and for the years ended December 31, 2022 and 2021 (in millions): Cumulative Translation Adjustment Pension and Postretirement Cost Derivative Financial Instruments AOCL Balance at December 31, 2020 $ ( 481 ) $ ( 356 ) $ ( 43 ) $ ( 880 ) Other comprehensive income (loss) before reclassifications ( 94 ) 46 11 ( 37 ) Amounts reclassified to earnings — 18 17 35 Net current period other comprehensive income (loss) ( 94 ) 64 28 ( 2 ) Balance at December 31, 2021 $ ( 575 ) $ ( 292 ) $ ( 15 ) $ ( 882 ) Other comprehensive income (loss) before reclassifications ( 119 ) ( 25 ) 20 ( 124 ) Amounts reclassified to earnings 6 8 ( 19 ) ( 5 ) Net current period other comprehensive income (loss) ( 113 ) ( 17 ) 1 ( 129 ) Balance at December 31, 2022 $ ( 688 ) $ ( 309 ) $ ( 14 ) $ ( 1,011 ) Reclassifications from AOCL to the results of operations for the years ended December 31, were pre-tax (income) expense of (in millions): 2022 2021 2020 Cumulative translation adjustment (1) $ 6 $ — $ — Pension and postretirement benefit plans (2) 13 23 72 Derivative financial instruments (3) ( 21 ) 23 ( 6 ) (1) See Footnote 2 for further information. (2) See Footnote 11 for further information. (3) See Footnote 10 for further information. 60 The income tax provision (benefit) allocated to the components of AOCL for the years ended December 31, are as follows (in millions): 2022 2021 2020 Foreign currency translation adjustments $ 2 $ 20 $ ( 28 ) Unrecognized pension and postretirement costs ( 10 ) 20 23 Derivative financial instruments 1 9 ( 1 ) Income tax provision (benefit) related to AOCL $ ( 7 ) $ 49 $ ( 6 ) Footnote 4 — Restructuring The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs and other exit costs associated with restructuring activities. The Company's accrual for severance and other employee separation costs depends on whether the costs result from an ongoing severance plan or are one-time costs. The Company accounts for relevant expenses as severance costs when we have an established severance policy, statutory requirements dictate the severance amounts, or if our historical experience is to routinely provide certain benefits to impacted employees. The Company recognizes severance costs when it is probable that benefits will be paid and the amount can be reasonably estimated. The Company estimates one-time severance and other employee costs related to exit and disposal activities not resulting from an ongoing severance plan based on the benefits available to the employees being terminated. The Company recognizes these costs when we identify the specific classification or functions of the employees being terminated, notify the employees who might be included in the termination, and expect to terminate employees within the legally required notification period. When employees are receiving incentives to stay beyond the legally required notification period, we record the cost of their severance over the remaining service period. Restructuring costs incurred by reportable business segment for all restructuring activities for the years ended December 31, are as follows (in millions): 2022 2021 2020 Commercial Solutions $ 1 $ 4 $ 4 Home Appliances 1 4 1 Home Solutions 3 3 10 Learning and Development 4 1 3 Outdoor and Recreation 5 3 2 Corporate 1 1 1 $ 15 $ 16 $ 21 Accrued restructuring costs activity for the year ended December 31, 2022 are as follows (in millions): Balance at December 31, 2021 Restructuring Costs, Net Payments Balance at December 31, 2022 Severance and termination costs $ 8 $ 13 $ ( 14 ) $ 7 Contract termination and other costs 2 2 ( 4 ) — $ 10 $ 15 $ ( 18 ) $ 7 Accrued restructuring costs activity for the year ended December 31, 2021 are as follows (in millions): Balance at December 31, 2020 Restructuring Costs, Net Payments Foreign Currency and Other Balance at December 31, 2021 Severance and termination costs $ 7 $ 13 $ ( 12 ) $ — $ 8 Contract termination and other costs 4 3 ( 4 ) ( 1 ) 2 $ 11 $ 16 $ ( 16 ) $ ( 1 ) $ 10 61 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 impacted all segments, include employee-related costs, including severance and other termination benefits. In connection with the 2020 restructuring program, the Company incurred cumulative charges of $ 29 million since inception, $ 10 million and $ 19 million for the years ended December 31, 2021 and 2020, respectively. 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, the multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies. Restructuring-related costs are recorded in cost of products sold and SG&A in the Consolidated Statements of Operations based on the nature of the underlying costs incurred. During the years ended December 31, 2022, 2021 and 2020, the Company recorded other restructuring charges of $ 15 million, $ 6 million and $ 2 million, respectively. Project Phoenix In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that is intended to strengthen the Company by leveraging its scale to further reduce complexity, streamlining its operating model and driving operational efficiencies. Project Phoenix is expected to be substantially implemented by the end of 2023 and incorporates a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, which include manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs. The Company commenced reducing headcount in the first quarter 2023, with most of these actions expected to be completed by the end of 2023, subject to local law and consultation requirements. The Company estimates that it will incur approximately $ 100 million to $ 130 million in restructuring and restructuring-related charges in connection with Project Phoenix, substantially all of which are expected to be incurred by the end of fiscal 2023. These charges consist primarily of $ 80 million to $ 105 million in charges related to severance payments and other termination benefits; $ 15 million to $ 20 million in charges associated with office space reductions; and approximately $ 5 million of other charges, including those associated with employee transition and legal costs. The Company expects approximately $ 95 million to $ 120 million of the total aggregate charges will be cash expenditures. No charges associated with Project Phoenix were recorded in 2022. Footnote 5 — Inventories Inventories are stated at the lower of cost or net realizable value. The Company reduces its inventory value for estimated obsolete and slow-moving inventory in an amount equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory costs include direct materials, direct labor and manufacturing overhead, or when finished goods are sourced, the cost is the amount paid to the third party. The components of inventories were as follows at December 31, (in millions): 2022 2021 Raw materials and supplies $ 285 $ 310 Work-in-process 218 167 Finished products 1,700 1,610 $ 2,203 $ 2,087 During the fourth quarter of 2022, the Company elected to change its method of accounting for certain inventory in the U.S. from LIFO to FIFO. The change to FIFO is preferable because it conforms the Company's entire inventory to a single method of accounting and improves comparability with the Company's peers. The Company applied this change in inventory costing method by retrospectively adjusting its historical financial statements. The following historical financial statement line items within the accompanying financial statements were adjusted as a result of the retrospective application of the change in inventory costing method (in millions, except per share data): 62 For the year ended December 31, 2022 For the year ended December 31, 2021 For the year ended December 31, 2020 As Computed Impact of As Reported Impact of As Reported Impact of Under LIFO Change to FIFO As Reported Under LIFO Change to FIFO As Adjusted Under LIFO Change to FIFO As Adjusted Consolidated Statement of Operations Net sales $ 9,459 $ — $ 9,459 $ 10,589 $ — $ 10,589 $ 9,385 $ — $ 9,385 Cost of sales 6,637 ( 12 ) 6,625 7,293 ( 67 ) 7,226 6,306 ( 5 ) 6,301 Operating income (loss) 300 12 312 946 67 1,013 ( 634 ) 5 ( 629 ) Income (loss) before income taxes 145 12 157 693 67 760 ( 1,006 ) 5 ( 1,001 ) Income tax expense (benefit) ( 43 ) 3 ( 40 ) 121 17 138 ( 236 ) 1 ( 235 ) Net income (loss) $ 188 $ 9 $ 197 $ 572 $ 50 $ 622 $ ( 770 ) $ 4 $ ( 766 ) Weighted average common shares outstanding: Basic 415.7 415.7 425.3 425.3 424.1 424.1 Diluted 417.4 417.4 428.0 428.0 424.1 424.1 Earnings (loss) per share: Basic $ 0.45 $ 0.02 $ 0.47 $ 1.34 $ 0.12 $ 1.46 $ ( 1.82 ) $ 0.01 $ ( 1.81 ) Diluted $ 0.45 $ 0.02 $ 0.47 $ 1.34 $ 0.11 $ 1.45 $ ( 1.82 ) $ 0.01 $ ( 1.81 ) Consolidated Statement of Comprehensive Income (Loss) Net income (loss) $ 188 $ 9 $ 197 $ 572 $ 50 $ 622 $ ( 770 ) $ 4 $ ( 766 ) Total other comprehensive income (loss), net of tax ( 129 ) — ( 129 ) ( 2 ) — ( 2 ) 40 — 40 Comprehensive income (loss) including noncontrolling interests 59 9 68 570 50 620 ( 730 ) 4 ( 726 ) Less:Total comprehensive income (loss) attributable to noncontrolling interests — — — 2 — 2 ( 4 ) — ( 4 ) Total comprehensive income (loss) attributable to parent $ 59 $ 9 $ 68 $ 568 $ 50 $ 618 $ ( 726 ) $ 4 $ ( 722 ) Consolidated Statement of Cash Flows Net income (loss) $ 188 $ 9 $ 197 $ 572 $ 50 $ 622 $ ( 770 ) $ 4 $ ( 766 ) Deferred income taxes 94 3 97 ( 41 ) 17 ( 24 ) ( 261 ) 1 ( 260 ) Inventories ( 264 ) ( 12 ) ( 276 ) ( 396 ) ( 67 ) ( 463 ) ( 29 ) ( 5 ) ( 34 ) December 31, 2022 December 31, 2021 As Computed Impact of As Reported Impact of Under LIFO Change to FIFO As Reported Under LIFO Change to FIFO As Adjusted Consolidated Balance Sheets Inventories $ 2,101 $ 102 $ 2,203 $ 1,997 $ 90 $ 2,087 Deferred income taxes, net 316 ( 26 ) 290 409 ( 23 ) 386 Retained deficit* ( 2,414 ) 76 ( 2,338 ) ( 2,602 ) 67 ( 2,535 ) * The impact to the opening retained deficit balance at January 1, 2020 was a reduction to retained deficit of $ 13 million. See Footnote 19 for the retrospective application of the change in inventory costing method to the unaudited quarterly reporting periods in 2022 and 2021. 63 Footnote 6 — Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred. Depreciation expense is calculated principally on the straight-line basis. Useful lives determined by the Company are as follows: buildings and improvements ( 20 - 40 years) and machinery and equipment ( 3 - 15 years). Property, plant and equipment, net, consisted of the following at December 31, (in millions): 2022 2021 Land $ 76 $ 82 Buildings and improvements 648 678 Machinery and equipment 2,349 2,387 3,073 3,147 Less: Accumulated depreciation ( 1,889 ) ( 1,943 ) $ 1,184 $ 1,204 Depreciation expense was $ 196 million, $ 205 million and $ 200 million in 2022, 2021 and 2020, respectively. Footnote 7 — Goodwill and Other Intangible Assets, Net A summary of changes in the Company’s goodwill by reportable business segment is as follows for 2022 and 2021 (in millions): December 31, 2022 Segments: Net Book Value at December 31, 2021 Impairment Charges Foreign Exchange Gross Carrying Amount Accumulated Impairment Charges Net Book Value Commercial Solutions $ 747 $ — $ — $ 916 $ ( 169 ) $ 747 Home Appliances — — — 569 ( 569 ) — Home Solutions 164 ( 164 ) — 2,567 ( 2,567 ) — Learning and Development 2,593 — ( 42 ) 3,397 ( 846 ) 2,551 Outdoor and Recreation — — — 788 ( 788 ) — $ 3,504 $ ( 164 ) $ ( 42 ) $ 8,237 $ ( 4,939 ) $ 3,298 During the fourth quarter of 2022, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge to write-off the remaining $ 56 million of goodwill for its Home Fragrance reporting unit, in the Home Solutions segment as the carrying value exceeded its fair value. This impairment reflected a further downward revision to the forecasted cash flows used in connection with the third quarter triggering event assessment, driven by inflationary pressures which continue to impact discretionary spending behavior of consumers at higher rates than previously expected. The Baby reporting unit in the Learning and Development segment had a fair value within 10% of its associated carrying value. A hypothetical 10% reduction in forecasted earnings before interest, taxes and amortization used in the discounted cash flows to estimate the fair value to this reporting unit would have resulted in an impairment charge of approximately $ 120 million against its goodwill carrying value of $ 653 million. During the third quarter of 2022, the Company concluded that a triggering event had occurred for its Home Fragrance reporting unit, in the Home Solutions segment, as a result of a downward revision of forecasted cash flows due to softening global demand, as retailers significantly pulled back on orders in an effort to rebalance inventory, and rising interest rates. The decline in global demand is driven primarily by inflationary pressures which are impacting the discretionary spending behavior of consumers. The Company performed a quantitative impairment test and determined that the Home Fragrance reporting unit goodwill was impaired. During the third quarter of 2022 the Company recorded a non-cash impairment charge of $ 108 million, as the carrying value of the reporting unit exceeded its fair value. 64 December 31, 2021 Segments: Net Book Value at December 31, 2020 Foreign Exchange Gross Carrying Amount Accumulated Impairment Charges Net Book Value Commercial Solutions $ 747 $ — $ 1,241 $ ( 494 ) $ 747 Home Appliances — — 569 ( 569 ) — Home Solutions 164 — 2,567 ( 2,403 ) 164 Learning and Development 2,642 ( 49 ) 3,439 ( 846 ) 2,593 Outdoor and Recreation — — 788 ( 788 ) — $ 3,553 $ ( 49 ) $ 8,604 $ ( 5,100 ) $ 3,504 The impairment charges for indefinite-lived tradenames were recorded in the Company’s reporting segments as follows for the years ended December 31, (in millions): 2022 (1) 2021 (2) 2020 (3) Impairment of indefinite-lived tradenames Commercial Solutions $ — $ 29 $ 320 Home Appliances 15 — 87 Home Solutions 265 — 290 Learning and Development 30 31 100 Outdoor and Recreation — — 482 $ 310 $ 60 $ 1,279 (1) During the fourth quarter of 2022, in conjunction with its annual impairment testing, the Company recorded aggregate non-cash impairment charges of $ 270 million associated with two tradenames in the Home Solutions segment and one tradename in the Learning and Development segment, as the carrying values exceeded their fair values. The decline in fair values for one tradename in the Home Solutions segment and the tradename in the Learning and Development segment reflected a further downward revision to the forecasted cash flows used in connection with the third quarter triggering event assessment, driven by inflationary pressures which are impacting discretionary spending behavior of consumers at higher rates than previously expected, including higher than expected overhead costs. The decline in fair value for the remaining tradename in the Home Solutions segment reflected a change in management's assumptions, including the timing of a labor shortage recovery in a certain international market, which negatively impacted the long-term profitability estimates used to develop the forecasted cash flow projections for the annual impairment test. During the third quarter of 2022, the Company concluded that a triggering event had occurred for one indefinite-lived tradename in each of the Home Appliances and Home Solutions segments, as a result of a downward revision of forecasted cash flows due to softening global demand, as retailers significantly pulled back on orders in an effort to rebalance inventory and rising interest rates. The decline in global demand is driven primarily by inflationary pressures which are impacting the discretionary spending behavior of consumers. The Company also concluded that a triggering event had occurred for two indefinite-lived tradenames in the Learning and Development segment, as a result of rising interest rates and inflationary pressures. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the Home Appliances segment and two indefinite-lived tradenames in the Learning and Development segment were impaired. During the third quarter of 2022, the Company recorded an aggregate non-cash impairment charge of $ 40 million, as the carrying values of these tradenames exceeded their fair values. (2) During the fourth quarter of 2021, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charges of $ 60 million associated with tradenames in the Commercial Solution and Learning and Development segments, as the carrying values exceeded their fair values, reflecting a downward revision of future expected cash flows, which include the impact of the COVID-19 global pandemic. (3) During the fourth quarter of 2020, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $ 20 million associated with a tradename in the Learning and Development segment, as its carrying value exceeded its fair value. The impairment reflected a downward revision of forecasted results due to the impact of the delayed and limited re-opening of schools and offices as a result of the COVID-19 global pandemic, as well as the continued deterioration in sales for slime-related adhesive products. During the first quarter of 2020, as a result of the impairment testing performed in connection with COVID-19 pandemic triggering event, the Company determined that certain of its indefinite-lived intangible assets in all of its operating segments were impaired and recorded non-cash impairment charges of $ 1.3 billion to reflect the impairment of these indefinite-lived tradenames because their carrying values exceeded their fair values. 65 One tradename in the Home Solutions segment had a fair value within 10% of its associated carrying values of $ 25 million. A hypothetical 10% reduction in forecasted earnings before interest, taxes and amortization used in the discounted cash flows to estimate the fair value of this tradename would have resulted in an additional impairment charge of $ 2 million. In addition, one tradename in the Home Solutions segment, one tradename in the Learning and Development segment, and one tradename in the Outdoor and Recreation Segment had fair values within 10% of their associated carrying values of $ 68 million, $ 36 million, and $ 58 million, respectively. A hypothetical increase of 100 basis points in the discount rate used in the discounted cash flows to estimate fair values of these tradenames would have resulted in additional impairment charges of $ 7 million, $ 5 million, and $ 3 million, respectively. The table below summarizes the balance of other intangible assets, net and the related amortization periods using the straight-line method and attribution method at December 31, 2022 and 2021 (in millions): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Amortization Periods (In years) Tradenames - indefinite life $ 1,689 $ — $ 1,689 $ 2,219 $ — $ 2,219 N/A Tradenames - other 160 ( 79 ) 81 159 ( 65 ) 94 2 - 15 Capitalized software 602 ( 481 ) 121 631 ( 495 ) 136 3 - 12 Patents and intellectual property 22 ( 17 ) 5 22 ( 14 ) 8 3 - 14 Customer relationships and distributor channels 1,072 ( 319 ) 753 1,216 ( 303 ) 913 3 - 30 $ 3,545 $ ( 896 ) $ 2,649 $ 4,247 $ ( 877 ) $ 3,370 Amortization expense for intangible assets was $ 100 million, $ 120 million and $ 157 million in 2022, 2021 and 2020, respectively. At December 31, 2022, the aggregate estimated intangible amortization amounts for the succeeding five years are as follows (in millions): Years ending December 31, Amount 2023 $ 97 2024 89 2025 79 2026 68 2027 59 Thereafter 568 Footnote 8 — Other Accrued Liabilities Other accrued liabilities included the following at December 31, (in millions): 2022 2021 Customer accruals $ 636 $ 715 Operating lease liabilities 121 122 Accrued self-insurance liabilities, contingencies and warranty 99 125 Accrued marketing and freight expenses 73 59 Accrued interest expense 63 56 Accrued income taxes 53 43 Other 227 244 $ 1,272 $ 1,364 Customer accruals are promotional allowances and rebates, including cooperative advertising, given to customers in exchange for their selling efforts and volume purchased, as well as allowances for returns. Payments for annual rebates and other customer programs are generally made in the first quarter of the year. Self-insurance liabilities relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs. 66 Footnote 9 — Debt The following is a summary of outstanding debt at December 31, (in millions): 2022 2021 3.85 % senior notes due 2023 $ — $ 1,086 4.00 % senior notes due 2024 196 203 4.875 % senior notes due 2025 496 494 3.90 % senior notes due 2025 47 47 4.20 % senior notes due 2026 1,978 1,975 6.375 % senior notes due 2027 483 — 6.625 % senior notes due 2029 481 — 5.375 % senior notes due 2036 417 417 5.50 % senior notes due 2046 658 658 Revolving credit facility 225 — Commercial paper 359 — Receivables facility 35 — Other debt 2 6 Total debt 5,377 4,886 Short-term debt and current portion of long-term debt ( 621 ) ( 3 ) Long-term debt $ 4,756 $ 4,883 Senior Notes On October 19, 2022, the Company redeemed its 3.85 % senior notes due April 2023 (the “April 2023 Notes”) at a redemption price equal to 100.002 % of the outstanding aggregate principal amount of the notes, plus accrued and unpaid interest to the date of the redemption. The total consideration was approximately $ 1.09 billion, and the Company recorded a debt extinguishment loss of $ 1 million. On September 14, 2022, the Company completed a registered public offering of $ 500 million principal amount of 6.375 % senior notes that mature in September 2027 (the “September 2027 Notes”) and $ 500 million principal amount of 6.625 % senior notes that mature in September 2029 (the “September 2029 Notes”). The Company received proceeds of approximately $ 989 million, net of fees and expenses paid. The September 2027 Notes and the September 2029 Notes are subject to similar restrictive and financial covenants as the Company's existing senior notes, however, they are not subject to the interest rate adjustment or coupon step up provisions of certain other notes described below. The September 2027 Notes and the September 2029 Notes are redeemable in whole or in part, at the option of the Company (i) at any time prior to three months before the stated maturity dates at a redemption price equal to or greater of (a) the principal amount of the notes being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date on a semi-annual basis, plus the applicable make-whole amount of 50 basis points, plus in each case, accrued and unpaid interest on the notes being redeemed to, but not including, the redemption date; or (ii) at any time on or after three months prior to respective maturity dates, at a redemption price equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption dates. The Company used the net proceeds from the September 2027 and September 2029 Notes, together with available cash, to redeem the April 2023 Notes during the fourth quarter of 2022. As a result of the debt ratings downgrades by S&P Global Inc. (“S&P”) and Moody’s Corporation (“Moody’s”) in 2019 and 2020, respectively, certain of the Company’s outstanding senior notes currently aggregating to approximately $ 3.1 billion were subject to an interest rate adjustment of 25 basis points for each downgrade, totaling 50 basis points. In addition, the Company’s ability to borrow from the commercial paper market on terms it deemed acceptable or favorable was eliminated and its cost of borrowing increased. The Company’s ability to borrow under the Credit Revolver was not affected by the downgrades. On February 11, 2022, S&P upgraded the Company’s debt rating to “BBB-” from “BB+”. Since the S&P upgrade, the Company has been in a position to access the commercial paper market. The Company can currently issue commercial paper up to a maximum of $ 1.5 billion, provided there is a sufficient amount available for borrowing under the Credit Revolver (defined hereafter). In addition, the interest rate on the relevant senior notes decreased by 25 basis points, reducing the Company’s interest expense by approximately $ 8 million on an annualized basis (approximately $ 7 million impact in 2022). However, certain of the Company’s outstanding senior notes aggregating to approximately $ 3.1 billion are still subject to an interest rate adjustment of 25 basis points in connection with the Moody’s downgrade of the Company's debt rating in 2020. 67 On February 14, 2023, Fitch Ratings downgraded the Company’s debt rating to “BB”. This downgrade does not impact the interest rates on any of the Company's senior notes. Receivables Facility The Company maintains an Accounts Receivable Securitization Facility (the “Securitization Facility”). During the second quarter of 2022, the Company amended the Securitization Facility. This amendment (i) reduced the aggregate commitment under the Securitization Facility to $ 375 million from $ 600 million, (ii) extended its maturity by one year to October 2023 and (iii) changed the reference rate under the Securitization Facility from LIBOR to SOFR. The Securitization Facility 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 December 31, 2022, the Company had $ 35 million outstanding under the Securitization Facility. Revolving Credit Facility On August 31, 2022, the Company entered into a $ 1.5 billion senior unsecured revolving credit facility (the “Credit Revolver”) that matures in August 2027. The Credit Revolver refinanced the Company’s previous $ 1.25 billion senior unsecured revolving credit facility that was scheduled to mature in December 2023. Under the Credit Revolver, the Company may borrow funds on a variety of interest rate terms. The Credit Revolver provides committed back-up liquidity for the issuance of commercial paper, in each case, to the extent there is sufficient availability for borrowing under the Credit Revolver. At December 31, 2022, the Company has $ 225 million of outstanding borrowings under the Credit Revolver and $ 359 million in commercial paper borrowings. The Credit Revolver provides for the issuance of up to $ 150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At December 31, 2022, the Company had approximately $ 22 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $ 1.25 billion. The Company was in compliance with all of its debt covenants at December 31, 2022. Future Debt Maturities The Company’s debt maturities for the five years following December 31, 2022 and thereafter are as follows (in millions): 2023 2024 2025 2026 2027 Thereafter Total $ 621 $ 201 $ 547 $ 1,985 $ 500 $ 1,587 $ 5,441 Other The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum interest coverage and maximum debt-to-total-capitalization ratios. The weighted average interest rates for total debt in 2022 and 2021 were approximately 4.3 % and 4.7 %, respectively. The weighted average interest rate for short term debt in 2022 was approximately 4.0 %. At December 31, 2022 and 2021, unamortized deferred debt issue costs were $ 30 million and $ 24 million, respectively. These costs are included in total debt and are being amortized over the respective terms of the underlying debt. The fair values of the Company’s senior notes are based on quoted market prices and are as follows at December 31, (in millions): 2022 2021 Fair Value Book Value Fair Value Book Value Senior notes $ 4,511 $ 4,756 $ 5,477 $ 4,880 The carrying amounts of all other significant debt approximates fair value. 68 Net Investment Hedge The Company previously designated the € 300 million principal balance of the 3.75 % senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. In conjunction with the redemption of the October 2021 Notes, the Company settled this net investment hedge. At December 31, 2021, $ 11 million of deferred losses have been recorded in AOCL. See Footnote 10 for disclosures regarding the Company’s derivative financial instruments. Footnote 10 — Derivatives and Foreign Currency Operations Derivatives Derivative financial instruments are generally used to manage certain commodity, interest rate and foreign currency risks. These instruments primarily include interest rate swaps, forward starting interest rate swaps, forward exchange contracts and options. The Company’s forward exchange contracts and options generally do not subject the Company to exchange rate risk because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. However, these instruments, when settled, impact the Company’s cash flows from operations to the extent the underlying transaction being hedged is not simultaneously settled due to an extension, a renewal or otherwise. On the date when the Company enters into a derivative, the derivative is designated as a hedge of the identified exposure. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis. Interest Rate Contracts The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The settlement of interest rate swaps is included in interest expense. Fair Value Hedges At December 31, 2022, the Company had approximately $ 1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against $ 500 million of principal on the 6.375 % senior notes due 2027, $ 500 million of principal on the 6.625 % senior notes due 2029 and $ 100 million of principal on the 4.00 % senior notes due 2024 for the remaining life of the notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt. Cross-Currency Contracts The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. The Company previously entered into three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, respectively, with an aggregate notional amount of $ 1.26 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 of U.S. dollar interest. During the third quarter of 2022, the Company entered into two cross-currency swaps with notional amounts of $ 500 million each, one maturing in September 2027 and the other in September 2029. These swaps were also designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a floating rate of Euro-based interest and receives a floating rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the years ended December 31, 2022, 2021 and 2020, the Company recognized income of $ 31 million, $ 16 million and $ 14 million, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing. Foreign Currency Contracts The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through December 2023. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. 69 At December 31, 2022, the Company had approximately $ 379 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 December 31, 2022, the Company had approximately $ 926 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through August 2023. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company's Consolidated Statement of Operations. The following table presents the fair value of derivative financial instruments at December 31, (in millions): 2022 2021 Balance Sheet Location Assets (Liabilities) Derivatives designated as effective hedges: Cash Flow Hedges: Foreign currency contracts Prepaid expenses and other current assets $ 5 $ 12 Foreign currency contracts Other accrued liabilities ( 9 ) ( 2 ) Fair Value Hedges: Interest rate swaps Other assets — 3 Interest rate swaps Other accrued liabilities ( 14 ) — Interest rate swaps Other noncurrent liabilities ( 16 ) — Net Investment Hedges: Cross-currency swaps Prepaid expenses and other current assets 28 18 Cross-currency swaps Other assets 45 — Cross-currency swaps Other noncurrent liabilities ( 75 ) ( 41 ) Derivatives not designated as effective hedges: Foreign currency contracts Prepaid expenses and other current assets 19 7 Foreign currency contracts Other accrued liabilities ( 10 ) ( 14 ) Total $ ( 27 ) $ ( 17 ) The Company recognized income (expense) of $( 13 ) million, $ 13 million and $( 9 ) million in other (income) expense, net, during 2022, 2021 and 2020, respectively, related to derivatives that are not designated as hedging instruments. Gains and losses on these derivatives are generally offset by foreign currency movement in the underlying exposure. The Company is not a party to any derivatives that require collateral to be posted prior to settlement. The following table presents pre-tax gain and (loss) activity for 2022, 2021 and 2020 related to derivative financial instruments designated as effective hedges: 2022 2021 2020 Gain/(Loss) Gain/(Loss) Gain/(Loss) (in millions) Recognized in OCL (1) Reclassified from AOCL to Income Recognized in OCL (1) Reclassified from AOCL to Income Recognized in OCL (1) Reclassified from AOCL to Income Interest rate swaps (2) $ — $ ( 6 ) $ — $ ( 6 ) $ — $ ( 7 ) Foreign currency contracts (3) 24 27 14 ( 17 ) 4 13 Cross-currency swaps (4) 21 — 69 — ( 92 ) — Total $ 45 $ 21 $ 83 $ ( 23 ) $ ( 88 ) $ 6 (1) Represents effective portion recognized in Other Comprehensive Loss (“OCL”). (2) Portion reclassified from AOCL to income recognized in interest expense, net. (3) Portion reclassified from AOCL to income recognized in net sales and cost of products sold. (4) Portion reclassified from AOCL to income recognized in other (income) expense, net. At December 31, 2022, deferred net gains of approximately $ 10 million within AOCL are expected to be reclassified to earnings over the next twelve months. 70 Foreign Currency Operations Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at year-end. The related translation adjustments are made directly to AOCL. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses are included in the results of operations and are generally classified in other (income) expense, net, in the Consolidated Statements of Operations. Foreign currency transaction net losses for 2022, 2021 and 2020 were $ 41 million, $ 5 million and $ 14 million, respectively. The Company designates certain foreign currency denominated, long-term intercompany financing transactions as being of a long-term investment nature and records gains and losses on the transactions arising from changes in exchange rates as translation adjustments. Footnote 11 — Employee Benefit and Retirement Plans The Company and its subsidiaries have noncontributory pension, profit sharing and contributory 401(k) plans covering substantially all of their international and domestic employees. Pension plan benefits are generally based on years of service and/or compensation. The Company’s funding policy is to contribute not less than the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or foreign statutes to ensure that plan assets will be adequate to provide retirement benefits. The funded status of the Company’s defined benefit pension plans and postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension and postretirement benefit plans, the benefit obligation is the projected benefit obligation (“PBO”), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The fair value of plan assets represents the current market value of assets held for the sole benefit of participants. Over funded plans, with the fair value of plan assets exceeding the benefit obligation, are aggregated and recorded as a prepaid pension asset equal to this excess. Underfunded plans, with the benefit obligation exceeding the fair value of plan assets, are aggregated and recorded as a retirement and postretirement benefit obligation equal to this excess. The current portion of the retirement and postretirement benefit obligations represents the actuarial present value of benefits payable in the next 12 months exceeding the fair value of plan assets, measured on a plan-by-plan basis. This obligation is recorded in other accrued liabilities in the Consolidated Balance Sheets. Net periodic pension and postretirement benefit cost/(income) is recorded in the Consolidated Statements of Operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service costs/(credits) and (gains)/losses previously recognized as a component of AOCL and amortization of the net transition asset remaining in AOCL. The service cost component of net benefit cost is recorded in cost of products sold and SG&A in the Consolidated Statements of Operations (unless eligible for capitalization) based on the employees’ respective functions. The other components of net benefit cost are presented separately from service cost within other (income) expense, net in the Consolidated Income Statement. In 2023, the amount of AOCL expected to be recognized in pension and postretirement benefit (income) expense is an expense of $ 6 million and an income of $ 6 million, respectively. (Gains)/losses and prior service costs/(credits) are recognized as a component of OCL in the Consolidated Statements of Comprehensive Income (Loss) as they arise. Those (gains)/losses and prior service costs/(credits) are subsequently recognized as a component of net periodic cost/(income) pursuant to the recognition and amortization provisions of applicable accounting guidance. (Gains)/losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service costs/(credits) represent the cost of benefit changes attributable to prior service granted in plan amendments. The measurement of benefit obligations and net periodic cost/(income) is based on estimates and assumptions approved by the Company’s management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. The Company has a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified defined benefit and defined contribution plan pursuant to which the Company will pay supplemental benefits to certain key employees upon retirement based upon the employees’ years of service and compensation. The SERP is primarily funded through a trust agreement with a trustee that owns life insurance policies on both active and former key employees with aggregate net death benefits of $ 298 million. At December 31, 2022 and 2021, the life insurance contracts were accounted for using the investment method and had a cash surrender value of $ 141 million and $ 142 million, respectively, and are included in other assets in the Consolidated Balance Sheets. All 71 premiums paid and proceeds received associated with the life insurance policies are included as investing activities in the Consolidated Statements of Cash Flows. The projected benefit obligation was $ 81 million and $ 109 million at December 31, 2022 and 2021, respectively. The SERP liabilities are included in the pension table below; however, the value of the Company’s investments in the life insurance contracts, cash and mutual funds are excluded from the table, as they do not qualify as plan assets. The Company’s matching contributions to the Company's contributory 401(k) plans were $ 37 million, $ 36 million and $ 35 million for 2022, 2021 and 2020, respectively. U.K. Defined Benefit Plan In February 2022, the Company entered into an agreement with an insurance company for a bulk annuity purchase or “buy-in” for one of its U.K. defined benefit pension plans, 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 in 2023. The non-cash settlement charge associated with the transaction is expected to be approximately £ 50 million to £ 70 million. U.S. Defined Benefit Plan Partial Buyout During the fourth quarter of 2020, the Company entered into an agreement with an insurance company to purchase a group annuity contract to settle approximately $ 157 million of projected benefit obligations for approximately 44 % of the retirees in one of its U.S. defined benefit pension plans. The irrevocable transaction for the transfer of pension liability to the insurance company was funded with the plan’s existing assets. Payments from the insurance company to the beneficiaries commenced on January 1, 2021. In 2020, in connection with this transaction, the Company recorded a pre-tax settlement loss to reclassify approximately $ 49 million into earnings from AOCL. 72 Defined Benefit Pension Plans The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s noncontributory defined benefit pension plans, including the SERP, at December 31, (dollars in millions): Pension Benefits Postretirement Benefits United States International Change in benefit obligation: 2022 2021 2022 2021 2022 2021 Benefit obligation at beginning of year $ 1,238 $ 1,357 $ 623 $ 668 $ 41 $ 51 Service cost — — 4 4 — — Interest cost 25 20 8 6 1 1 Actuarial (gain) loss ( 247 ) ( 53 ) ( 137 ) ( 14 ) ( 8 ) ( 7 ) Amendments — — — 1 — — Currency translation — — ( 56 ) ( 16 ) — — Benefits paid ( 80 ) ( 86 ) ( 23 ) ( 25 ) ( 4 ) ( 4 ) Acquisitions and dispositions, net — — — — — — Curtailments, settlements and other — — ( 2 ) ( 1 ) — — Benefit obligation at end of year (1) $ 936 $ 1,238 $ 417 $ 623 $ 30 $ 41 Change in plan assets: Fair value of plan assets at beginning of year 1,133 1,161 595 627 — — Actual return on plan assets ( 220 ) 48 ( 166 ) ( 7 ) — — Contributions 10 10 7 10 4 4 Currency translation — — ( 57 ) ( 9 ) — — Benefits paid ( 80 ) ( 86 ) ( 23 ) ( 25 ) ( 4 ) ( 4 ) Settlements and other — — ( 2 ) ( 1 ) — — Fair value of plan assets at end of year $ 843 $ 1,133 $ 354 $ 595 $ — $ — Funded status at end of year $ ( 93 ) $ ( 105 ) $ ( 63 ) $ ( 28 ) $ ( 30 ) $ ( 41 ) Amounts recognized in the Consolidated Balance Sheets: Prepaid benefit cost, included in other assets $ 7 $ 29 $ 23 $ 102 $ — $ — Accrued current benefit cost—other accrued liabilities ( 11 ) ( 11 ) ( 4 ) ( 4 ) ( 4 ) ( 5 ) Accrued noncurrent benefit cost— other noncurrent liabilities ( 89 ) ( 123 ) ( 82 ) ( 126 ) ( 26 ) ( 36 ) Net amount recognized $ ( 93 ) $ ( 105 ) $ ( 63 ) $ ( 28 ) $ ( 30 ) $ ( 41 ) Assumptions: Weighted-average assumptions used to determine benefit obligation: Discount rate 5.20 % 2.64 % 4.07 % 1.60 % 5.11 % 2.34 % Long-term rate of compensation increase 3.00 % 3.00 % 2.41 % 2.25 % — % — % Current health care cost trend rates — % — % — % — % 6.65 % 6.21 % Ultimate health care cost trend rates — % — % — % — % 4.50 % 4.50 % (1) The accumulated benefit obligation for all defined benefit pension plans was $ 1.4 billion and $ 1.9 billion at December 31, 2022 and 2021, respectively. There are no plan assets associated with the Company’s postretirement benefit plans. The current healthcare cost trend rate gradually declines through 2038 to the ultimate trend rate and remains level thereafter. 73 Summary of under-funded or non-funded pension benefit plans with projected benefit obligations in excess of plan assets at December 31, (in millions): Pension Benefits 2022 2021 Projected benefit obligation $ 311 $ 469 Fair value of plan assets 125 205 Summary of pension plans with accumulated obligations in excess of plan assets at December 31, (in millions): Pension Benefits 2022 2021 Accumulated benefit obligation $ 303 $ 454 Fair value of plan assets 123 205 Pension and Postretirement Benefit Expense The components of pension and postretirement benefit expense for the periods indicated are as follows (dollars in millions): Pension Benefits United States International 2022 2021 2020 2022 2021 2020 Service cost $ — $ — $ — $ 4 $ 4 $ 4 Interest cost 25 20 35 8 6 9 Expected return on plan assets ( 47 ) ( 51 ) ( 59 ) ( 6 ) ( 3 ) ( 6 ) Amortization: Prior service cost — — — 1 1 1 Net actuarial loss 16 22 23 2 3 3 Curtailment, settlement and termination costs — — 52 — — 1 Total (income) expense $ ( 6 ) $ ( 9 ) $ 51 $ 9 $ 11 $ 12 Assumptions Weighted average assumption used to calculate net periodic cost: Effective discount rate for benefit obligations 2.64 % 2.16 % 3.06 % 1.61 % 1.22 % 1.79 % Effective rate for interest on benefit obligations 2.13 % 1.54 % 2.65 % 1.46 % 0.92 % 1.55 % Effective rate for service cost 2.94 % 2.63 % 3.43 % 0.96 % 0.71 % 0.92 % Effective rate for interest on service cost 2.97 % 2.61 % 3.41 % 0.78 % 0.54 % 0.75 % Long-term rate of return on plan assets 4.75 % 5.25 % 5.50 % 1.06 % 0.51 % 1.08 % Long-term rate of compensation increase 3.00 % 3.00 % 3.00 % 2.27 % 2.18 % 2.32 % Postretirement Benefits 2022 2021 2020 Interest cost $ 1 $ 1 $ 1 Amortization: Prior service credit — — ( 2 ) Net actuarial gain ( 5 ) ( 3 ) ( 4 ) Total income $ ( 4 ) $ ( 2 ) $ ( 5 ) Assumptions Weighted average assumption used to calculate net periodic cost: Effective discount rate for benefit obligations 2.34 % 1.80 % 2.80 % Effective rate for interest on benefit obligations 1.77 % 1.18 % 2.41 % Effective rate for service cost 1.98 % 1.32 % 2.52 % Effective rate for interest on service cost 1.67 % 1.02 % 2.27 % The components of net periodic pension and postretirement costs other than the service cost component are included in other (income) expense, net in the Consolidated Statements of Operations. 74 Plan Assets The Company employs a total return investment approach for its pension plans whereby a mix of equities and fixed income investments are used to optimize the long-term return of pension plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the Company’s financial condition. The domestic investment portfolios contain a diversified blend of equity and fixed-income investments. The domestic equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. The domestic fixed income investments are primarily comprised of investment-grade and high-yield securities through investments in corporate and government bonds, government agencies and asset-backed securities. The Level 1 investments are primarily based upon quoted market prices. The domestic Level 3 investments are primarily comprised of insurance contracts valued at contract value. The investments excluded from the fair value hierarchy are net asset value-based (“NAV-based”) hedge fund investments that generally have a redemption frequency of 90 days or less, with various redemption notice periods that are generally less than a month. The notice periods for certain investments may vary based on the size of the redemption. The international Level 2 investments are primarily comprised of insurance contracts whose fair values are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities. The international Level 3 investments are primarily comprised of insurance contracts valued at contract value. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. The expected long-term rate of return for plan assets is based upon many factors, including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The expected long-term rate of return is adjusted when there are fundamental changes in expected returns on the Company’s defined benefit pension plan’s investments. The target asset allocations for the Company’s domestic pension plans may vary by plan, based in part on plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 10 % to 30 %; fixed income approximately 70 % to 90 %; and cash, alternative investments and other, approximately zero to 10 % at December 31, 2022. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions. The Company maintains numerous international defined benefit pension plans. The asset allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile. The composition of domestic pension plan assets at December 31, 2022 and 2021 is as follows (in millions): Plan Assets — Domestic Plans December 31, 2022 Fair Value Measurements Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total Equity securities and funds $ — $ — $ — $ — $ 158 $ 158 Fixed income securities and funds 369 — — 369 303 672 Alternative investments — — — — 2 2 Cash and other 8 3 — 11 — 11 Total $ 377 $ 3 $ — $ 380 $ 463 $ 843 Plan Assets — Domestic Plans December 31, 2021 Fair Value Measurements Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total Equity securities and funds $ — $ — $ — $ — $ 220 $ 220 Fixed income securities and funds 455 — — 455 403 858 Alternative investments — — — — 22 22 Cash and other 19 13 1 33 — 33 Total $ 474 $ 13 $ 1 $ 488 $ 645 $ 1,133 75 The composition of international pension plan assets at December 31, 2022 and 2021 is as follows (in millions): Plan Assets — International Plans December 31, 2022 Fair Value Measurements Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total Equity securities and funds $ 3 $ 3 $ — $ 6 $ — $ 6 Fixed income securities and funds 6 5 — 11 — 11 Cash and other 3 140 194 337 — 337 Total $ 12 $ 148 $ 194 $ 354 $ — $ 354 Plan Assets — International Plans December 31, 2021 Fair Value Measurements Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total Equity securities and funds $ 4 $ 3 $ — $ 7 $ — $ 7 Fixed income securities and funds 314 4 — 318 — 318 Cash and other 22 240 8 270 — 270 Total $ 340 $ 247 $ 8 $ 595 $ — $ 595 A reconciliation of the change in fair value of the defined benefit plans’ assets using significant unobservable inputs (Level 3) for 2022 and 2021 is as follows (in millions): Total Balance December 31, 2020 $ 10 Unrealized losses ( 1 ) Balance December 31, 2021 9 Unrealized losses ( 101 ) Purchases, sales, settlements and other, net 286 Balance December 31, 2022 $ 194 Contributions and Estimated Future Benefit Payments During 2023, the Company expects to make cash contributions of approximately $ 15 million and $ 7 million to its domestic and international defined benefit plans, respectively. Estimated future benefit payments under the Company’s defined benefit pension plans and postretirement benefit plans are as follows at December 31, 2022 (in millions): 2023 2024 2025 2026 2027 Thereafter Pension benefits $ 110 $ 108 $ 107 $ 107 $ 106 $ 507 Postretirement benefits 4 4 4 4 3 11 76 Footnote 12 — Income Taxes The components of income (loss) before income taxes for the years ended December 31, (in millions): 2022 2021 2020 Domestic $ ( 698 ) $ ( 353 ) $ ( 923 ) Foreign 855 1,113 ( 78 ) Total $ 157 $ 760 $ ( 1,001 ) The provision for income taxes consists of the following for the years ended December 31, (in millions): 2022 2021 2020 Current: Federal $ ( 245 ) $ 48 $ ( 50 ) State 6 17 1 Foreign 102 97 74 Total current ( 137 ) 162 25 Deferred: Federal 163 ( 26 ) ( 136 ) State ( 34 ) ( 20 ) ( 32 ) Foreign ( 32 ) 22 ( 92 ) Total deferred 97 ( 24 ) ( 260 ) Total income tax provision (benefit) $ ( 40 ) $ 138 $ ( 235 ) A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis is as follows for the years ended December 31: 2022 2021 2020 Statutory rate 21.0 % 21.0 % 21.0 % Add (deduct) effect of: State income taxes, net of federal income tax effect ( 14.8 ) ( 0.5 ) 2.5 U.S. foreign inclusions and foreign tax credit (1) ( 43.5 ) 3.6 3.7 Foreign rate differential ( 47.2 ) ( 11.6 ) 2.7 Change in uncertain tax positions 16.7 0.1 4.5 Change in valuation allowance reserve ( 13.8 ) ( 3.8 ) 2.9 Impairments 20.7 — ( 4.4 ) Sale of businesses ( 21.2 ) — — Capital loss — ( 2.1 ) 3.0 Reversal of outside basis difference 1.6 0.4 ( 5.2 ) Non-deductible compensation 1.9 0.4 ( 1.2 ) Other taxes 4.5 1.3 ( 0.9 ) U.S. income inclusions on asset transfers 50.3 11.1 ( 6.9 ) Foreign exchange 2.0 — — Other ( 3.7 ) ( 1.7 ) 1.8 Effective rate ( 25.5 ) % 18.2 % 23.5 % (1) The Company accounts for tax on global intangible low-taxed income (“GILTI”) as a period cost and the effects are included herein. At December 31, 2022, the Company has accumulated unremitted earnings generated by our foreign subsidiaries of approximately $ 6.0 billion. A portion of these earnings were subject to U.S. federal taxation with the one-time toll charge. The Company does not assert indefinite reinvestment on a portion of its unremitted earnings of certain foreign subsidiaries as of December 31, 2022 and is recognizing deferred income taxes of approximately $ 8 million, primarily related to the future withholding tax effects of those unremitted foreign earnings. With respect to unremitted earnings of $ 6.0 billion and any other additional outside basis differences where the Company is continuing to assert indefinite reinvestment, any future reversals could be subject to additional foreign withholding taxes, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects on any future repatriations 77 of the unremitted earnings. The determination of any unrecognized deferred tax liabilities on the amount of unremitted earnings and other outside basis differences where the Company is asserting indefinite reinvestment is not practicable. Deferred tax assets (liabilities) consist of the following at December 31, (in millions): 2022 2021 Deferred tax assets: Accruals $ 153 $ 156 Inventory 84 56 Pension and postretirement benefits 49 32 Net operating losses 295 330 Foreign tax credits 27 150 Capital loss carryforward 41 257 Operating lease liabilities 169 169 Other 180 158 Total gross deferred tax assets 998 1,308 Less valuation allowance ( 148 ) ( 186 ) Net deferred tax assets after valuation allowance 850 1,122 Deferred tax liabilities: Accelerated depreciation ( 119 ) ( 107 ) Amortizable intangibles ( 114 ) ( 260 ) Outside basis differences ( 96 ) ( 96 ) Operating lease assets ( 154 ) ( 152 ) U.S. foreign inclusion recapture ( 6 ) ( 62 ) Other ( 71 ) ( 59 ) Total gross deferred tax liabilities ( 560 ) ( 736 ) Net deferred tax assets $ 290 $ 386 The net deferred tax amounts have been classified in the balance sheet at December 31, (in millions): 2022 2021 Noncurrent deferred tax assets $ 810 $ 814 Noncurrent deferred tax liabilities ( 520 ) ( 428 ) Total $ 290 $ 386 At December 31, 2022, the Company has net operating losses (“NOLs”) of approximately $ 1.1 billion, comprised of $ 162 million in the U.S. and $ 941 million outside of the U.S. Approximately $ 886 million of these NOLs do not expire and approximately $ 217 million expire between 2023 and 2042. Additionally, approximately $ 15 million of U.S. federal NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code of 1986, as amended. Of these U.S. federal NOLs, approximately $ 12 million are not reflected in the consolidated financial statements and approximately $ 32 million were utilized in the current year. At December 31, 2022, the Company has approximately $ 1.4 billion of post-apportioned state NOLs, which expire between 2023 and 2042. Additionally, approximately $ 2 million of post-apportioned state NOLs are subject to varying limitations on their use under Section 382 of the Internal Revenue Code of 1986, as amended. Of these post-apportioned state NOLs, approximately $ 2 million are not reflected in the consolidated financial statements. The majority of the U.S. foreign tax credits are recognized as a deferred tax asset at December 31, 2022 and were generated at December 31, 2018 and can be carried back one year and carried forward ten years. The Company has approximately $ 101 million of U.S. capital loss carryforwards of which approximately $ 16 million were generated at December 31, 2020, $ 85 million were generated at December 31, 2021, and can be carried back three years and carried forward five years. The Company has approximately $ 273 million of post-apportioned state capital loss of which $ 128 million was generated at December 31, 2018, $ 139 million was generated at December 31, 2020 and $ 6 million was generated at December 31, 2021. Of these post-apportioned state capital loss carryforwards, $ 100 million can be carried back three years and carried forward five years, and $ 172 million can be carried forward five years. 78 During the year ended December 31, 2022, the Company 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. The Company also paid $ 10 million of tax for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act due to the IRS (defined below) not yet processing the amended 2017 tax return. This resulted in an increase in noncurrent income tax receivable of approximately $ 271 million, a decrease in income taxes payable of approximately $ 95 million, and an increase in deferred tax liabilities of approximately $ 356 million. The Company routinely reviews valuation allowances recorded against deferred tax assets on a more likely than not basis as to whether the Company will realize the deferred tax assets. In making such a determination, the Company takes into consideration all available and appropriate positive and negative evidence, including projected future taxable income, future reversals of existing taxable temporary differences, the ability to carryback net operating losses, and available tax planning strategies. Although realization is not assured, based on this existing evidence, the Company believes it is more likely than not that the Company will realize the benefit of existing deferred tax assets, net of the valuation allowances. At December 31, 2022, the Company has a valuation allowance recorded against certain deferred tax assets, primarily state and foreign NOLs and various income tax credits, which the Company believes do not meet the more likely than not threshold to be realized due to uncertainty of future taxable income within the applicable tax jurisdictions. A valuation allowance of $ 148 million and $ 186 million was recorded against certain deferred tax asset balances at December 31, 2022 and 2021, respectively. For 2022, the Company recorded a net valuation allowance decrease of $ 38 million, primarily related to NOLs in Brazil, China and Luxembourg, and other miscellaneous changes in the U.S., state and non-U.S. valuation allowances related to ongoing operations. For 2021, the Company recorded a net valuation allowance decrease of $ 27 million, primarily related to NOLs in the U.K. and Luxembourg and other miscellaneous changes in the U.S., state and non-U.S. valuation allowance related to ongoing operations. The following table summarizes the changes in gross unrecognized tax benefits periods indicated are as follows (in millions): 2022 2021 2020 Unrecognized tax benefits, January 1, $ 457 $ 452 $ 474 Increases (decreases): Increases in tax positions for prior years 1 1 4 Decreases in tax positions for prior years ( 3 ) ( 4 ) — Increase in tax positions for the current period 44 23 40 Settlements with taxing authorities ( 13 ) ( 2 ) — Lapse of statute of limitations ( 10 ) ( 12 ) ( 66 ) Cumulative translation adjustments — ( 1 ) — Unrecognized tax benefits, December 31, $ 476 $ 457 $ 452 If recognized, $ 412 million of unrecognized tax benefits at December 31, 2022, and $ 387 million at December 31, 2021, and 2020 would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. During 2022, 2021, and 2020 the Company recognized income tax expense on interest and penalties of $ 5 million, $ 7 million and $ 5 million, respectively, due to the accrual of current year interest on existing positions offset by the resolution of certain tax contingencies. The Company anticipates approximately $ 6 million of unrecognized tax benefits will reverse within the next 12 months. It is reasonably possible due to activities of various worldwide taxing authorities, including proposed assessments of additional tax and possible settlement of audit issues, that additional changes to the Company’s unrecognized tax benefits could occur. In the normal course of business, the Company is subject to audits by worldwide taxing authorities regarding various tax liabilities. 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. The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2011 and for 2016. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016. On June 18, 2019, the 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. 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 79 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 Consolidated Financial Statements for the period ending December 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. The Company intends to vigorously defend its position. On April 4, 2022, in a case not involving the Company, 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 decision and intends to continue to vigorously defend its position. Footnote 13 — Leases The Company recognizes a right of use (“ROU”) asset and a liability for all leases whose term is more than 12 months at the lease inception date. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, which includes any extension the Company reasonably expects to exercise. The Company assesses whether certain service arrangements contain embedded leases where the contract conveys the right to use an asset but is not explicitly identified as a lease arrangement; examples include information technology, third-party logistics and original equipment manufacturers. The Company uses incremental borrowing rates, updated quarterly, that reflect its own external unsecured borrowing rates that are risk-adjusted to approximate secured borrowing rates over similar terms. For certain non-real estate leases, the portfolio approach is used. The Company also has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease assets and operating lease liabilities are reported as separate lines in the Consolidated Balance Sheets. The current portion of operating lease liabilities is reported in other accrued liabilities in the Consolidated Balance Sheets. For finance leases, lease payments are allocated between interest expense and reduction of the liability in accordance with an amortization schedule. The ROU asset is amortized on a straight-line basis over the lease term. Assets acquired under finance leases are reported in property, plant and equipment, net. The depreciable life of leasehold improvements and other lease-related assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Supplemental consolidated balance sheet information for leases at December 31, is as follows (in millions): Classification 2022 2021 Assets Operating leases Operating lease assets $ 578 $ 558 Finance leases Property, plant and equipment, net (1) 2 5 Total lease assets $ 580 $ 563 Liabilities Current Operating leases Other accrued liabilities $ 121 $ 122 Finance leases Short-term debt and current portion of long-term debt 1 3 Noncurrent Operating leases Operating lease liabilities 512 500 Finance leases Long-term debt 1 2 Total lease liabilities $ 635 $ 627 (1) Net of accumulated depreciation of $ 18 million and $ 16 million, respectively. 80 Components of lease expense for the years ended December 31, are as follows (in millions): 2022 2021 Operating lease cost: Operating lease cost (1) $ 172 $ 166 Variable lease costs (2) 21 23 Finance lease cost Amortization of leased assets 4 4 (1) Includes short-term leases, which are immaterial. (2) Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales. Remaining lease term and discount rates at December 31, are as follows: 2022 2021 Weighted-average remaining lease term (years): Operating leases 8 8 Finance leases 1 2 Weighted-average discount rate: Operating leases 4.6 % 3.4 % Finance leases 0.8 % 3.6 % Supplemental cash flow information related to leases for the years ended December 31, are as follows (in millions): 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 160 $ 163 Financing cash flows from finance leases 3 4 Right of use assets obtained in exchange for lease liabilities: Operating leases 135 144 Maturities of lease liabilities at December 31, 2022, are as follows (in millions): Operating Leases Finance Leases 2023 $ 145 $ 1 2024 121 1 2025 98 — 2026 80 — 2027 63 — Thereafter 216 — Total lease payments 723 2 Less: imputed interest ( 90 ) — Present value of lease liabilities $ 633 $ 2 Footnote 14 — Earnings Per Share The computations of the weighted average shares outstanding for the years ended December 31, are as follows (in millions): 2022 2021 2020 Basic weighted-average shares outstanding 415.7 425.3 424.1 Dilutive securities (1) 1.7 2.7 — Diluted weighted-average shares outstanding 417.4 428.0 424.1 (1) For 2020, 1.1 million potentially dilutive share-based awards were excluded as their effect would be anti-dilutive. 81 At December 31, 2022, there were 0.1 million potentially dilutive restricted stock awards with performance-based targets that were not met and as such, have been excluded from the computation of diluted earnings per share. At December 31, 2021 and 2020, there were no potentially dilutive restricted stock awards with performance-based targets that were not met. For 2022, 2021 and 2020 dividends and equivalents for share-based awards expected to be forfeited did not have a material impact on net income for basic and diluted earnings per share. Share Repurchase Program 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. Under the SRP, the Company may purchase its common shares in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements. On February 25, 2022, the Company repurchased $ 275 million of its shares of common stock beneficially owned by Carl C. Icahn and certain of his affiliates (collectively, “Icahn Enterprises”), at a purchase price of $ 25.86 per share, the closing price of the Company's common shares on February 18, 2022. During the three months ended June 30, 2022, the Company repurchased approximately $ 50 million of its shares of common stock at an average purchase price of $ 22.01 per share. Footnote 15 — Share-Based Compensation Stock-based compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the requisite service period of the award, which is generally three years for stock options and one to three years for restricted stock units and performance-based restricted stock units. The Company estimates future forfeiture rates based on its historical experience. The Company maintains a 2013 Incentive Plan and a 2022 Incentive Plan (collectively, the “Incentive Plans”), which allow for grants of stock-based awards. At December 31, 2022, there were approximately 51 million share-based awards collectively available for grant under the Incentive Plans. The 2013 Incentive Plan generally provides for stock-based awards to employees to vest over a minimum of three years , although some awards may vest earlier if granted to a new employee or if tied to the achievement of specified market or performance conditions, in which case such awards vest no earlier than one year from the date of grant. The 2022 Incentive Plan generally provides for stock-based awards to employees to vest no earlier than one year from the date of grant, subject to a de minimis exception. The stock-based awards granted to employees include stock options and time-based and performance-based restricted stock units, as follows: Stock Options In years in which the Company has elected to grant stock options, it has issued them at exercise prices equal to the Company’s common stock price on the date of grant with contractual terms of ten years . Stock options issued by the Company generally vest and are expensed ratably over three years . Stock option grants are generally subject to forfeiture if employment terminates prior to vesting, except upon retirement, death or disability, in which case the options may remain outstanding and exercisable for a specified period not to exceed the remaining contractual term of the option. The following table summarizes the changes in the number of shares of common stock for 2022 (shares and aggregate intrinsic value in millions): Shares Weighted- Average Exercise Price Per Share Weighted Average Remaining Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 4.8 $ 21 Granted 2.2 26 Exercised ( 0.1 ) 21 Forfeited ( 0.4 ) 24 Outstanding at December 31, 2022 6.5 $ 23 8.0 0 Options exercisable, end of year 2.7 $ 20 7.1 0 During 2022, the Company 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. 82 The weighted average assumptions used to determine the fair value of stock options granted for the years ended December 31, are as follows: 2022 2021 Expected life in years 6 6 Risk-free interest rate 1.9 % 0.8 % Expected volatility 42.0 % 44.2 % Expected dividend yield 5.1 % 5.1 % The total intrinsic value of options exercised was immaterial in 2022, $ 2 million in 2021 and immaterial in 2020. Time-Based and Performance-Based Restricted Stock Units Time-based restricted stock unit awards (“Time-Based RSUs”) represent the right to receive unrestricted shares of stock based on continued employment and are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement. Time-based RSU awards to employees generally cliff-vest in three years or vest ratably over three years from the date of grant. In the case of retirement (as defined in the award agreement), awards vest in part depending on the employee’s age and years of service. Time-based RSUs have dividend equivalents credited to the recipient and are paid only to the extent the applicable service criteria is met and the time-based restricted stock units vest and the related stock is issued. Performance-based restricted stock unit awards (“Performance-Based RSUs”) represent the right to receive unrestricted shares of stock based on continuous employment plus the achievement of Company performance objectives and/or individual performance goals established by the Compensation and Human Capital Committee of the Board of Directors. Such awards are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement. The Performance-Based RSUs generally entitle recipients to shares of common stock if performance objectives are achieved, and typically vest no earlier than one year from the date of grant and primarily, no later than three years from the date of grant. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions. For restricted stock units with performance conditions that are based on stock price (“Stock-Price Based RSUs”), the grant date fair value of certain Stock-Price based RSUs is estimated using a Monte Carlo simulation, with the primary input into such valuation being the expected future volatility of the Company’s common stock, and if applicable, the volatilities of the common stocks of the companies in the Company’s peer group, upon which the relative total shareholder return performance is measured. Performance-based RSUs are generally subject to forfeiture if employment terminates prior to vesting. In the case of retirement (as defined in the award agreement), awards vest in part depending on the employee’s age and years of service, subject to the satisfaction of the applicable performance criteria. The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the longer of the derived service period or explicit requisite service period for awards expected to vest. For non- stock-price based Performance-Based RSUs, the Company assesses the probability of achievement of the performance conditions each period and records expense for the awards based on the probable achievement of such metrics. With respect to Performance-Based RSUs, dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria are met and the Performance-Based RSUs vest and the related stock is issued. 83 The following table summarizes the changes in the number of outstanding restricted stock units for 2022 (shares in millions): Restricted Stock Units Weighted- Average Grant Date Fair Value Per Share Outstanding at December 31, 2021 4.3 $ 22 Granted 1.9 26 Grant adjustment (1) 0.3 17 Vested ( 1.5 ) 18 Forfeited ( 0.5 ) 25 Outstanding at December 31, 2022 4.5 $ 24 Expected to vest at December 31, 2022 2.5 $ 24 (1) The Grant Adjustment primarily relates to an adjustment in the quantity of Stock-Price Based RSUs ultimately vested during 2022 that were dependent on the level of achievement of the specified performance conditions. The weighted-average grant-date fair values of awards granted were $ 25 and $ 21 per share in 2021 and 2020, respectively. The fair values of awards that vested were $ 39 million, $ 32 million and $ 23 million in 2022, 2021 and 2020, respectively. During 2022, the Company awarded 0.8 million Time-Based RSUs, which had an aggregate grant date fair value of $ 21 million, that generally cliff-vest in three years or vest in equal annual installments over a three-year period. During 2022, the Company also awarded 1.1 million Performance-Based RSUs with an aggregate grant date fair value of $ 30 million, that generally entitle the recipients to shares of the Company’s common stock 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. The following table summarizes the Company's total unrecognized compensation cost related to stock-based compensation at December 31, 2022: (in millions) Unrecognized Compensation Cost Weighted Average Period of Expense Recognition (in years) Restricted stock units $ 18 1 Stock options 8 1 Total $ 26 1 Excess tax benefits (detriments) related to stock-based compensation for 2022, 2021 and 2020 were $ 2 million, $ 1 million and $( 8 ) million, respectively. Footnote 16 — Fair Value Disclosures Accounting principles generally accepted in the U.S. define fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: 84 Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Recurring Fair Value Measurements The Company’s financial assets and liabilities adjusted to fair value at least annually are its money market fund investments included in cash and cash equivalents, its mutual fund investments included in other assets, and its derivative instruments, which are primarily included in prepaid expenses and other, other assets, other accrued liabilities and other noncurrent liabilities. The following tables present the Company’s non-pension financial assets and liabilities, which are measured at fair value on a recurring basis (in millions): December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivatives: Assets $ — $ 97 $ — $ 97 $ — $ 40 $ — $ 40 Liabilities — ( 124 ) — ( 124 ) — ( 57 ) — ( 57 ) Investment securities, including mutual funds 14 — — 14 13 — — 13 For publicly-traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1. Other investment securities are primarily comprised of money market accounts that are classified as Level 2. The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2. During 2019, the Company acquired an equity investment for $ 18 million, which is traded on an active exchange and therefore has a readily determinable fair value. At December 31, 2022, the fair value of the equity investment was $ 12 million. For equity investments with readily determinable fair values, the Company recorded unrealized gain of $ 1 million for 2022 and $ 2 million for 2021 and immaterial unrealized loss in 2020, within other (income) expense, net in the Consolidated Statement of Operations. The Company adjusts its pension asset values to fair value on an annual basis (See Footnote 11 ). 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 non-financial assets which are measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangible assets and certain other assets. The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows. Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require. 85 The following table summarizes the assets that are measured at fair value on a nonrecurring basis at December 1, (in millions): 2022 2021 Level 3 Indefinite-lived intangibles 129 47 $ 129 $ 47 At December 31, 2022 and 2021, goodwill and intangible assets of certain reporting units are recorded at fair value based upon the Company’s impairment testing. The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company's reporting unit goodwill and indefinite-lived intangible assets are discount rates, which range from 8.0 % to 10.0 % for reporting unit goodwill and 8.0 % to 11.5 % for indefinite-lived intangible assets. During the fourth quarter of 2022, two tradenames in the Home Solutions segment and one tradename in the Learning and Development segment were measured at fair values of $ 25 million, $ 68 million and $ 36 million, respectively. During the fourth quarter of 2021, a tradename within the Learning and Development segment was measured at fair value of $ 47 million. See Footnotes 1 and 7 for further information. The Company reviews long-lived assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value. Footnote 17 — Segment Information On March 31, 2022, the Company sold its CH&S business unit to Resideo Technologies, Inc. The results of operations for CH&S continued to be reported in the Consolidated Statements of Operations as part of the Commercial Solutions segment through March 31, 2022. The Company’s five primary operating segments are as follows: Segment Key Brands Description of Primary Products Commercial Solutions Mapa, Quickie, Rubbermaid, Rubbermaid Commercial Products, and Spontex Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions Home Appliances Calphalon, Crockpot, Mr. Coffee, Oster and Sunbeam 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 and home fragrance products Learning and Development Aprica, Baby Jogger, Dymo, Elmer’s, EXPO, Graco, Mr. Sketch, NUK, Paper Mate, Parker, Prismacolor, Sharpie, Tigex, Waterman and X-Acto Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products and labeling solutions Outdoor and Recreation Campingaz, Coleman, Contigo, ExOfficio, and Marmot Products for outdoor and outdoor-related activities (1) and Ball®, TM of Ball Corporation, used under license. 86 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. The Company’s segment and geographic results are as follows at and for the years ended December 31, (in millions): 2022 2021 2020 Net sales (1) Commercial Solutions (3) $ 1,691 $ 1,953 $ 1,859 Home Appliances 1,390 1,738 1,539 Home Solutions 2,113 2,386 2,138 Learning and Development 2,950 3,028 2,557 Outdoor and Recreation 1,315 1,484 1,292 $ 9,459 $ 10,589 $ 9,385 2022 2021 2020 Operating income (loss) (2) Commercial Solutions (3) $ 143 $ 159 $ ( 89 ) Home Appliances ( 47 ) 70 ( 238 ) Home Solutions ( 308 ) 337 ( 4 ) Learning and Development 593 600 364 Outdoor and Recreation 86 90 ( 418 ) Corporate ( 155 ) ( 243 ) ( 244 ) $ 312 $ 1,013 $ ( 629 ) 2022 2021 2020 Depreciation and amortization Commercial Solutions (3) $ 43 $ 57 $ 57 Home Appliances 18 24 20 Home Solutions 84 88 93 Learning and Development 60 57 64 Outdoor and Recreation 34 35 39 Corporate 57 64 84 $ 296 $ 325 $ 357 2022 2021 2020 Impairment of goodwill and intangible assets Commercial Solutions $ — $ 29 $ 320 Home Appliances 15 — 287 Home Solutions 429 — 302 Learning and Development 30 31 100 Outdoor and Recreation — — 482 $ 474 $ 60 $ 1,491 87 2022 2021 2020 Capital expenditures Commercial Solutions (3) $ 50 $ 67 $ 72 Home Appliances 12 18 12 Home Solutions 45 46 42 Learning and Development 70 73 69 Outdoor and Recreation 21 24 24 Corporate 114 61 40 $ 312 $ 289 $ 259 December 31, 2022 December 31, 2021 Segment assets Commercial Solutions (3) $ 1,902 $ 2,589 Home Appliances 811 1,055 Home Solutions 2,530 3,140 Learning and Development 4,494 4,395 Outdoor and Recreation 920 905 Corporate 2,605 2,185 $ 13,262 $ 14,269 Geographic area information 2022 2021 2020 Net Sales (1) (4) United States $ 6,144 $ 6,921 $ 6,260 Canada 375 444 413 Total North America 6,519 7,365 6,673 Europe, Middle East and Africa 1,408 1,647 1,394 Latin America 837 810 657 Asia Pacific 695 767 661 Total International 2,940 3,224 2,712 $ 9,459 $ 10,589 $ 9,385 (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 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 (loss). (3) Commercial Solutions net sales, operating income, depreciation and amortization, capital expenditures and segment assets exclude the CH&S business as a result of the sale of this business starting from the end of the first quarter of 2022. (4) Geographic sales information is based on the region from which the products are shipped and invoiced. Long-lived assets by geography are not presented because it is impracticable to do so. The Company’s largest customer, Walmart Inc. and subsidiaries (“Walmart”), accounted for approximately 14 % of net sales in 2022 and 15 % of net sales in each of 2021 and 2020. Amazon, the Company's second largest customer, accounted for approximately 13 % of net sales in each of 2022 and 2021 and 12 % of net sales in 2020. 88 The following table disaggregates revenue by major product grouping source and geography for the years ended December 31, (in millions): 2022 2021 2020 Commercial $ 1,582 $ 1,558 $ 1,502 Connected Home and Security 109 395 357 Commercial Solutions 1,691 1,953 1,859 Home Appliances 1,390 1,738 1,539 Food 1,228 1,295 1,220 Home Fragrance 885 1,091 918 Home Solutions 2,113 2,386 2,138 Baby 1,197 1,265 1,112 Writing 1,753 1,763 1,445 Learning and Development 2,950 3,028 2,557 Outdoor and Recreation 1,315 1,484 1,292 TOTAL $ 9,459 $ 10,589 $ 9,385 North America Commercial Solutions $ 1,232 $ 1,452 $ 1,387 Home Appliances 678 976 901 Home Solutions 1,715 1,891 1,735 Learning and Development 2,156 2,172 1,845 Outdoor and Recreation 738 874 805 $ 6,519 $ 7,365 $ 6,673 International Commercial Solutions $ 459 $ 501 $ 472 Home Appliances 712 762 638 Home Solutions 398 495 403 Learning and Development 794 856 712 Outdoor and Recreation 577 610 487 $ 2,940 $ 3,224 $ 2,712 TOTAL Commercial Solutions $ 1,691 $ 1,953 $ 1,859 Home Appliances 1,390 1,738 1,539 Home Solutions 2,113 2,386 2,138 Learning and Development 2,950 3,028 2,557 Outdoor and Recreation 1,315 1,484 1,292 $ 9,459 $ 10,589 $ 9,385 89 Beginning in January 2023, the Company will combine its previously reported Commercial Solutions, Home Appliances and Home Solutions operating segments into one operating segment, Home and Commercial Solutions. This change by the CODM was driven by the implementation of a new operating model which is intended to drive further simplification and unlock additional efficiencies and synergies within the Company. The Learning and Development and Outdoor and Recreation operating segments will remain as the Company’s other two operating segments. The Company will recast prior period comparable results in its first quarter 2023 reporting to conform to this operating segment change. Footnote 18 — Litigation and Contingencies The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. Some of the legal proceedings include claims for punitive as well as compensatory damages. In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities. The Company previously disclosed that it had received a subpoena and related informal document requests from the SEC, primarily relating to its sales practices and certain accounting matters for the time period beginning from January 1, 2016. The Company cooperated with the SEC in connection with its investigation and requests for documen ts, testimony and information. In late January 2023, the Company began discussing with the SEC the possibility of reaching a settlement to resolve the investigation, which now focuses on the time period from the third quarter of 2016 through second quarter of 2017. Although the Company cannot predict the ultimate outcome of the SEC investigation with certainty, it believes that the resolution of the SEC investigation will not have a material effect on the Company’s Consolidated Financial Statements. Further, on June 30, 2021, the Company received a subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S. Treasury regulations described in Footnote 12 - Income Taxes. Securities Litigation Certain of the Company’s current and former officers and directors have been named in shareholder derivative lawsuits filed in October 2018. The complaints allege, among other things, violations of the federal securities laws, breaches of fiduciary duties, unjust enrichment, and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the In re Newell Brands, Inc. Securities Litigation that was previously pending in the United States District Court for the District of New Jersey. That matter was dismissed by the District Court on January 10, 2020, and the dismissal was affirmed by the United States District Court of Appeals for the Third Circuit on December 1, 2020. The October 2018 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. These actions have been consolidated and the case is known as In re Newell Brands Inc. Derivative Litigation (the “Newell Brands Derivative Action”), which is pending in the United States District Court for the District of Delaware. On March 22, 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. (described below). On December 30, 2020, two shareholders filed a putative derivative complaint, Weber, et al. v. Polk, et al. , in the United States District Court for the District of Delaware (the “Weber Derivative Action”), purportedly on behalf of the Company against certain of the Company’s current and former officers and directors. The complaint in the Weber Derivative Action alleges, among other things, breaches of fiduciary duty and waste of corporate assets. The factual allegations underlying these claims are similar to the factual allegations made in the Newell Brands Derivative Action. On March 19, 2021, the United States District Court for the District of Delaware stayed the Weber Derivative Action pending final disposition of 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 securities class action lawsuit filed in the Superior Court of New Jersey, Hudson County, on behalf of all persons who acquired Company common stock pursuant to the S-4 registration statement and prospectus issued in connection with the April 2016 acquisition of Jarden Corporation (the “Registration Statement”). The action was filed on September 6, 2018 and is captioned Oklahoma Firefighters Pension and Retirement System v. Newell Brands Inc., et al. , Civil Action No. HUD-L-003492-18. The operative complaint alleges certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions in the Registration Statement regarding the Company’s financial results, trends, and metrics. In October 2022, the Company entered into a settlement agreement to resolve the claims asserted in this lawsuit. Under the settlement, the Company agreed to create a settlement fund of approximately $ 103 million for the benefit of the class, subject to certain exclusions, which is predominantly funded by insurance proceeds. Both the settlement and the insurance receivable were recorded during the third quarter of 2022. The amount not funded by available insurance proceeds, which is not material to the Company, was expensed during the third quarter of 2022. In the fourth quarter of 2022, the Court granted the plaintiff's motion for preliminary approval of 90 the settlement, and the Company and its insurers paid the required amount into the settlement fund. On February 10, 2023, the Court granted the plaintiff's motion for final approval of the settlement. Environmental Matters The Company is involved in various matters concerning federal and state environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency (“U.S. EPA”) and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’ status as PRPs is disputed. The Company’s estimate of environmental remediation costs associated with these matters at December 31, 2022 was $ 34 million which is included in other accrued liabilities and other noncurrent liabilities in the Consolidated Balance Sheet. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates. Lower Passaic River Matter Background The U.S. EPA has issued General Notice Letters to over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), alleging that they are PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA. The Site is the subject of investigation and remedial activities (the “CERCLA Administrative Actions”) and related settlement negotiations with the U.S. EPA. 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 four “operable units,” and the Company Parties have received General Notice Letters in connection with operable unit 2, which comprises the lower 8.3 miles of the Lower Passaic River and its tributaries (“Unit 2”), and operable Unit 4, which comprises a 17 -mile stretch of the Lower Passaic River and its tributaries (“Unit 4”). Unit 2 is geographically subsumed within Unit 4. Unit 4 Investigation The Company received its first general notice letter pertaining to Unit 4 in 2003. Beginning in 2004, the Company Parties, together with numerous other PRPs, entered into several administrative agreements with the 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. Activity under the 2007 Administrative Order on Consent remains underway. The parties performing the remedial investigation and feasibility study submitted the results of their remedial investigation to the U.S. EPA in July 2019 and submitted a final remedial investigation report to the U.S. EPA in January 2023. They also submitted an interim remedy feasibility study focused on the upper 9 miles of Unit 4 in September 2021. In October 2021, the U.S. EPA issued a Record of Decision for an interim remedy for the upper 9 miles of Unit 4, selecting a combination of dredging and capping as the remedial alternative, which the U.S. EPA estimates will cost $ 441 million in the aggregate. 91 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. The U.S. EPA Settlement In September 2017, the U.S. EPA announced an allocation process involving roughly 80 Unit 2 General Notice Letter recipients, with the intent of offering cash-out settlements to a number of parties (the “U.S. EPA Settlement”). The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties. On December 16, 2022, the U.S. EPA simultaneously filed a complaint and lodged a Consent Decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4. The proposed Consent Decree is undergoing public notice and comment, and it remains subject to court entry. 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 December 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 U.S. EPA settlement to conclude. OCC did not oppose the motion to stay. There has been no ruling on the motion yet. The Company Parties continue to vigorously defend the OCC Litigation. At this time, the Company cannot predict the 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 itself and the U.S. Department of the Interior, issued a Notice of Intent to Perform a Natural Resource Damage Assessment to the Company Parties, along with numerous other entities, identifying the recipients as PRPs. The federal trustees (who now include the United States Department of Commerce, represented by NOAA, and the Department of the Interior, represented by the United States Fish and Wildlife Service) are presently undertaking the Natural Resource Damage Assessment. As of the date of this filing, 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 92 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. Other Matters In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations. In connection with the 2018 sale of The Waddington Group, Novolex Holdings, Inc. (the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware. The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group. In the year ended December 31, 2021, the Company recorded an immaterial reserve in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter. Further, in connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC. During the fourth quarter of 2022, the Company recorded an immaterial reserve based on the outcome of a judicial ruling relating to indirect taxes in an international entity. Although the Company cannot predict the ultimate outcome of this contingency with certainty, it believes that any amounts it may be required to pay in excess of the amounts already reserved will not have a material effect on the Company’s Consolidated Financial Statements. Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Consolidated Financial Statements, except as otherwise described in this Footnote 18 . At December 31, 2022, the Company had approximately $ 44 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses. Footnote 19 — Supplementary Quarterly Financial Data (Unaudited) Revisions of Previously Issued Financial Statements During the fourth quarter of 2022, the Company identified that it changed the designation to a new functional currency incorrectly for one of its legal entities at the beginning of 2022. Consequently, the Company should have recorded mark to market adjustments for certain account balances in other (income) expense, net in the Condensed Consolidated Statement of Operations. The impact of this change resulted in additional expense of $ 6 million, $ 13 million and $ 16 million for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively. This change also resulted in reclassifications between Accumulated Other Comprehensive Loss and Retained Deficit in the Condensed Consolidated Balance Sheets of $ 6 million, $ 19 million and $ 35 million at March 31, 2022, June 30, 2022 and September 30, 2022, respectively. The Company concluded the above referenced effects were not material to its previously issued Condensed Consolidated Statements of Operations for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively, and the Condensed Consolidated Balance Sheets at March 31, 2022, June 30, 2022 and September 30, 2022, respectively, included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on April 29, 2022, July 29, 2022 and October 28, 2022. The adjustments did not result in a change to net cash provided by operating activities in the Company’s Condensed Consolidated Statement of Cash Flows for the three, six and nine months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively. The following table presents the unaudited Condensed Consolidated Statements of Operations for each quarter of 2022 and 2021 to reflect the impact of the change from LIFO to FIFO (see Footnote 5 ) and for each quarter of 2022 the recast associated with the functional currency revisions (in millions, except per share data): 93 For the three months ended (Unaudited) March 31, 2022 June 30, 2022 Impact Impact Impact Impact As of of Change As As of of Change As Reported Revision to FIFO Adjusted Reported Revision to FIFO Adjusted Net sales $ 2,388 $ — $ — $ 2,388 $ 2,534 $ — $ — $ 2,534 Cost of products sold 1,648 — — 1,648 1,709 — ( 11 ) 1,698 Operating income 217 — — 217 317 — 11 328 Other (income) expense, net ( 124 ) 6 — ( 118 ) 8 13 — 21 Income (loss) before income taxes 282 ( 6 ) — 276 254 ( 13 ) 11 252 Income tax provision 48 — — 48 50 — 3 53 Net income (loss) $ 234 $ ( 6 ) $ — $ 228 $ 204 $ ( 13 ) $ 8 $ 199 Weighted average common shares outstanding: Basic 421.9 421.9 413.8 413.8 Diluted 424.7 424.7 415.7 415.7 Earnings per share: Basic $ 0.55 $ 0.54 $ 0.49 $ 0.48 Diluted $ 0.55 $ 0.54 $ 0.49 $ 0.48 For the three months ended (Unaudited) September 30, 2022 December 31, 2022 Impact Impact As Computed Impact Impact As of of Change As Under of of Change As Reported Revision to FIFO Adjusted LIFO Revision to FIFO Reported Net sales $ 2,252 $ — $ — $ 2,252 $ 2,285 $ — $ — $ 2,285 Cost of products sold 1,599 — ( 5 ) 1,594 1,681 — 4 1,685 Operating income (loss) 35 — 5 40 ( 269 ) — ( 4 ) ( 273 ) Other (income) expense, net 8 16 — 24 ( 8 ) — — ( 8 ) Income (loss) before income taxes ( 30 ) ( 16 ) 5 ( 41 ) ( 326 ) — ( 4 ) ( 330 ) Income tax provision (benefit) ( 61 ) — 1 ( 60 ) ( 80 ) — ( 1 ) ( 81 ) Net income (loss) $ 31 $ ( 16 ) $ 4 $ 19 $ ( 246 ) $ — $ ( 3 ) $ ( 249 ) Weighted average common shares outstanding: Basic 413.6 413.6 413.6 413.6 Diluted 414.6 414.6 413.6 413.6 Earnings (loss) per share: Basic $ 0.07 $ 0.05 $ ( 0.59 ) $ ( 0.60 ) Diluted $ 0.07 $ 0.05 $ ( 0.59 ) $ ( 0.60 ) 94 Three Months Ended (Unaudited) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 As Reported Impact of As Reported Impact of As Reported Impact of As Reported Impact of Under LIFO Change to FIFO As Adjusted Under LIFO Change to FIFO As Adjusted Under LIFO Change to FIFO As Adjusted Under LIFO Change to FIFO As Adjusted Consolidated Statement of Operations Net sales $ 2,288 $ — $ 2,288 $ 2,709 $ — $ 2,709 $ 2,787 $ — $ 2,787 $ 2,805 $ — $ 2,805 Cost of products sold 1,557 ( 6 ) 1,551 1,827 ( 24 ) 1,803 1,939 ( 35 ) 1,904 1,970 ( 2 ) 1,968 Operating income 192 6 198 305 24 329 281 35 316 168 2 170 Income before income taxes 126 6 132 243 24 267 215 35 250 109 2 111 Income tax provision 37 2 39 46 5 51 25 10 35 13 — 13 Net income $ 89 $ 4 $ 93 $ 197 $ 19 $ 216 $ 190 $ 25 $ 215 $ 96 $ 2 $ 98 Weighted average common shares outstanding: Basic 424.9 424.9 425.4 425.4 425.4 425.4 425.5 425.5 Diluted 427.6 427.6 427.8 427.8 428.5 428.5 428.3 428.3 Earnings per share: Basic $ 0.21 $ 0.22 $ 0.46 $ 0.51 $ 0.45 $ 0.51 $ 0.23 $ 0.23 Diluted $ 0.21 $ 0.22 $ 0.46 $ 0.50 $ 0.44 $ 0.50 $ 0.22 $ 0.23 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.