What changed in this filing

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Item 1. Financial Statements

2023-10-27 compared with 2023-07-28 · 194 added, 139 removed, 657 unchanged (34% of the section changed)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

5 unchanged sentences

Impairment of goodwill, intangibles and other assets 263 148 274 148

Operating income 120 328 84 545

Operating income (loss) ( 159 ) 40 ( 75 ) 585

Non-operating expenses:

2 unchanged sentences

Income (loss) before income taxes ( 298 ) ( 41 ) ( 379 ) 487

Income tax provision 17 53 3 101

Income tax provision (benefit) ( 80 ) ( 60 ) ( 77 ) 41

Net income (loss) $ ( 218 ) $ 19 $ ( 302 ) $ 446

11 unchanged sentences

Derivative financial instruments 9 8 ( 8 ) 19

Total other comprehensive loss, net of tax ( 17 ) ( 89 ) ( 10 ) ( 55 )

Total other comprehensive income (loss), net of tax 46 ( 78 ) 36 ( 133 )

Total comprehensive income (loss) $ ( 172 ) $ ( 59 ) $ ( 266 ) $ 313

4 unchanged sentences

(Amounts in millions, except par values)

September 30,

2023 December 31,

23 unchanged sentences

Stockholders’ equity:

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at June 30, 2023 and December 31, 2022)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 439.5 shares and 438.6 shares issued at June 30, 2023 and December 31, 2022, respectively)

Treasury stock, at cost ( 25.3 shares and 25.0 shares at June 30, 2023 and December 31, 2022, respectively)

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at September 30, 2023 and December 31, 2022)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 439.5 shares and 438.6 shares issued at September 30, 2023 and December 31, 2022, respectively)

Treasury stock, at cost ( 25.3 shares and 25.0 shares at September 30, 2023 and December 31, 2022, respectively)

( 627 ) ( 623 )

9 unchanged sentences

(Amounts in millions)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

20 unchanged sentences

Cash flows from financing activities:

Short-term debt, net ( 23 ) 372

Net payments of short-term debt ( 244 ) —

Net proceeds from issuance of long-term debt — 990

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

2 unchanged sentences

Equity compensation activity and other, net ( 4 ) ( 29 )

Net cash used in financing activities ( 158 ) ( 185 )

Net cash provided by (used in) financing activities ( 405 ) 344

Exchange rate effect on cash, cash equivalents and restricted cash ( 8 ) ( 13 )

Increase (decrease) in cash, cash equivalents and restricted cash 27 ( 139 )

Increase in cash, cash equivalents and restricted cash 119 184

Cash, cash equivalents and restricted cash at beginning of period 303 477

9 unchanged sentences

Stock Treasury

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

Balance at March 31, 2023 $ 439 $ ( 627 ) $ 6,965 $ ( 2,440 ) $ ( 1,004 ) $ 3,333

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

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

Comprehensive income (loss) — — — ( 218 ) 46 ( 172 )

2 unchanged sentences

Equity compensation, net of tax — — 12 — — 12

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

Balance at September 30, 2023 $ 440 $ ( 627 ) $ 6,928 $ ( 2,640 ) $ ( 975 ) $ 3,126

Balance at December 31, 2022 $ 439 $ ( 623 ) $ 7,052 $ ( 2,338 ) $ ( 1,011 ) $ 3,519

Comprehensive loss — — — ( 84 ) ( 10 ) ( 94 )

Comprehensive income (loss) — — — ( 302 ) 36 ( 266 )

Dividends declared on common stock - $ 0.37 per share

1 unchanged sentence

Equity compensation, net of tax 1 ( 4 ) 31 — — 28

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

Balance at September 30, 2023 $ 440 $ ( 627 ) $ 6,928 $ ( 2,640 ) $ ( 975 ) $ 3,126

Stock Treasury

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

Balance at March 31, 2022 $ 441 $ ( 623 ) $ 7,384 $ ( 2,307 ) $ ( 848 ) $ 4,047

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

Comprehensive income (loss) — — — 19 ( 78 ) ( 59 )

2 unchanged sentences

Equity compensation, net of tax — — ( 15 ) — — ( 15 )

Common stock purchased and retired ( 2 ) — ( 48 ) — — ( 50 )

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

Balance at September 30, 2022 $ 439 $ ( 623 ) $ 7,143 $ ( 2,089 ) $ ( 1,015 ) $ 3,855

Balance at December 31, 2021 $ 450 $ ( 609 ) $ 7,734 $ ( 2,535 ) $ ( 882 ) $ 4,158

5 unchanged sentences

Other — — ( 1 ) — — ( 1 )

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

Balance at September 30, 2022 $ 439 $ ( 623 ) $ 7,143 $ ( 2,089 ) $ ( 1,015 ) $ 3,855

See Notes to Condensed Consolidated Financial Statements (Unaudited).

17 unchanged sentences

• A prior-year change in method of accounting for certain inventory in the U.S.

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

• A revision associated with an incorrect change in functional currency designation in the prior year resulted in additional expense to record mark to market adjustments of $ 13 million and $ 19 million in other (income) expense, net in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022, respectively and a reclassification between Accumulated Other Comprehensive Loss and Retained Deficit in the Condensed Consolidated Statement of Stockholder’s Equity of $ 19 million at June 30, 2022.

from the last-in, first-out method to the first-in, first-out method resulted in a $ 5 million and $ 16 million reduction of cost of products sold and corresponding increase to operating income and income before income taxes, additional income tax provision of $ 1 million and $ 4 million and increase of $ 4 million and $ 12 million to net income in the Company's previously issued unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022, respectively;

• A revision associated with an incorrect change in functional currency designation in the prior year resulted in additional expense to record mark to market adjustments of $ 16 million and $ 35 million in other (income) expense, net in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022, respectively, and a reclassification between Accumulated Other Comprehensive Loss and Retained Deficit in the Condensed Consolidated Statement of Stockholder’s Equity of $ 35 million at September 30, 2022.

Refer to Footnote 19 of the Company's most recent Annual Report on Form 10-K, filed on February 15, 2023.

10 unchanged sentences

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 third quarter of 2023, the Company concluded that a triggering event had occurred for the goodwill associated with the Baby reporting unit in the Learning and Development segment, and for an indefinite-lived tradename in the Outdoor and Recreation segment, as a result of a downward revision of forecasted cash flows due to market conditions, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill and the indefinite-lived tradename in the Outdoor and Recreation segment were impaired.

During the third quarter of 2023, the Company recorded a non-cash impairment charge of $ 241 million for the Baby reporting unit goodwill and $ 22 million for the indefinite-lived tradename in the Outdoor and Recreation segment, as the carrying values exceeded their fair values.

See Footnote 7 for further information.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Home Fragrance reporting unit in the Home and Commercial Solutions segment and for the goodwill associated with the Baby reporting unit in the Learning and Development segment, as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the Home and Commercial Solutions segment was impaired.

During the three and six months ended June 30, 2023, the Company recorded an aggregate non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value.

During the second quarter of 2023, the Company recorded a non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value.

The Company concluded that the Baby reporting unit goodwill was not impaired during the second quarter of 2023.

5 unchanged sentences

In addition, uncertainty still remains over the volatility and direction of future consumer and customer demand patterns, as well as inflationary and supply chain pressures.

Accordingly, the Company’s results of operations and cash flows for the three and six months ended June 30, 2023 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2023.

Accordingly, the Company’s results of operations and cash flows for the three and nine months ended September 30, 2023 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2023.

Adoption of New Accounting Guidance

16 unchanged sentences

Sales of Accounts Receivables

Factored receivables at June 30, 2023 associated with the Company's existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $ 465 million, an increase of approximately $ 45 million from December 31, 2022.

Factored receivables at September 30, 2023 associated with the Company's existing factoring agreement (the “Customer Receivables Purchase Agreement”) were approximately $ 345 million, a decrease of approximately $ 75 million from December 31, 2022.

Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheet at the time of the sales transaction.

1 unchanged sentence

The Company records the discount as other (income) expense, net in the Condensed Consolidated Statement of Operations.

As further described in Footnote 18, in October 2023, the Company entered into a new accounts receivable facility pursuant to which receivables of certain subsidiaries are sold or pledged.

Supplier Finance Program Obligations

8 unchanged sentences

Amounts due under the SCF Program are included in accounts payable in the Condensed Consolidated Balance Sheets and as operating cash flows in the Condensed Consolidated Statement of Cash Flows.

At June 30, 2023 and December 31, 2022, outstanding payment obligations under the SCF Program were approximately $ 92 million and $ 100 million, respectively .

At September 30, 2023 and December 31, 2022, outstanding payment obligations under the SCF Program were approximately $ 100 million for both periods.

Footnote 2 — Divestiture Activity

On March 31, 2022, the Company sold its CH&S business to Resideo Technologies, Inc., for approximately $ 593 million, subject to customary working capital and other post-closing adjustments.

As a result, during the six months ended June 30, 2022, the Company recorded a pretax gain of $ 133 million, which was included in other (income) expense, net in its Condensed Consolidated Statements of Operations.

As a result, during the nine months ended September 30, 2022, the Company recorded a pretax gain of $ 136 million, which was included in other (income) expense, net in its Condensed Consolidated Statements of Operations.

Footnote 3 — Accumulated Other Comprehensive Income (Loss)

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

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the nine months ended September 30, 2023 (in millions):

Adjustment Pension and

2 unchanged sentences

Balance at December 31, 2022 $ ( 688 ) $ ( 309 ) $ ( 14 ) $ ( 1,011 )

Other comprehensive income (loss) before reclassifications 8 ( 6 ) ( 11 ) ( 9 )

Other comprehensive loss before reclassifications ( 8 ) ( 1 ) ( 6 ) ( 15 )

Amounts reclassified to earnings — 53 ( 2 ) 51

Net current period other comprehensive income (loss) ( 8 ) 52 ( 8 ) 36

Balance at June 30, 2023 $ ( 680 ) $ ( 310 ) $ ( 31 ) $ ( 1,021 )

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

Balance at September 30, 2023 $ ( 696 ) $ ( 257 ) $ ( 22 ) $ ( 975 )

Reclassifications from AOCL to the results of operations for the three and nine months ended September 30, 2023 and 2022 were pretax (income) expense of (in millions):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

2 unchanged sentences

Derivative financial instruments 3 3 ( 2 ) 6

Income tax provision (benefit) related to AOCL $ ( 13 ) $ 24 $ ( 22 ) $ 24

Income tax provision related to AOCL $ 39 $ 30 $ 17 $ 54

Footnote 4 — Restructuring

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

4 unchanged sentences

$ 16 $ 3 $ 76 $ 12

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

Ac crued restructuring costs activity for the nine months ended September 30, 2023 was as follows (in millions):

Balance at December 31, 2022 Restructuring

1 unchanged sentence

and Other Balance at

June 30, 2023

September 30, 2023

Severance and termination costs $ 7 $ 71 $ ( 57 ) $ — $ 21

11 unchanged sentences

All cash payments are expected to be paid within one year of charges incurred.

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

During the three and nine months ended September 30, 2023, the Company recorded restructuring charges of $ 10 million and $ 63 million, respectively, in connection with Project Phoenix.

Network Optimization Project

5 unchanged sentences

The Company expects approximately $ 35 million to $ 44 million of the total aggregate charges will be cash expenditures.

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

During the three and nine months ended September 30, 2023, the Company recorded restructuring charges of $ 3 million and $ 5 million, respectively, in connection with the project.

Other Restructuring and Restructuring-Related Charges

The Company regularly incurs other restructuring and restructuring-related costs in connection with various discrete initiatives, including certain costs associated with Project Ovid, the multi-year, customer centric supply chain initiative to transform the Company’s go-to-market capabilities in the U.S., improve customer service levels and drive operational efficiencies.

Restructuring-related costs are recorded in cost of products sold and selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations based on the nature of the underlying costs incurred.

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

During the three months ended September 30, 2023 and 2022, the Company recorded other restructuring charges of $ 3 million for both periods, and $ 8 million and $ 12 million for the nine months ended September 30, 2023 and 2022, respectively.

Footnote 5 — Inventories

Inventories are comprised of the following (in millions):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Raw materials and supplies $ 237 $ 285

4 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Land $ 72 $ 76

3 unchanged sentences

$ 1,202 $ 1,184

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

Depreciation expense was $ 53 million and $ 50 million for the three months ended September 30, 2023 and 2022, respectively, and $ 158 million and $ 146 million for the nine months ended September 30, 2023 and 2022, respectively.

Footnote 7 — Goodwill and Other Intangible Assets, Net

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

Goodwill activity for the nine months ended September 30, 2023 is as follows (in millions):

Segments Net Book Value at December 31, 2022

Impairment Charges Foreign

Net Book Value at

June 30, 2023

September 30, 2023

Home and Commercial Solutions $ 747 $ — $ — $ 4,052 $ ( 3,305 ) $ 747

2 unchanged sentences

$ 3,298 $ ( 241 ) $ ( 8 ) $ 8,229 $ ( 5,180 ) $ 3,049

During the third quarter of 2023, the Company concluded that a triggering event had occurred for the goodwill associated with the Baby reporting unit in the Learning and Development segment as a result of a downward revision of forecasted cash flows due to lower volume and profitability expectations, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired.

During the third quarter of 2023, the Company recorded a non-cash impairment charge of $ 241 million as the carrying value of the reporting unit exceeded its fair value.

During the third quarter of 2022, the Company concluded that a triggering event had occurred for the Home Fragrance reporting unit in the Home and Commercial 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.

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Accumulated Amortization

8 unchanged sentences

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

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

Amortization expense for intangible assets was $ 28 million and $ 25 million for the three months ended September 30, 2023 and 2022, respectively and $ 82 million and $ 76 million for the nine months ended September 30, 2023 and 2022, respectively.

During the third quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Outdoor and Recreation segment, as a result of a downward revision of forecasted cash flows due to market conditions, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the Outdoor and Recreation segment was impaired.

During the third quarter of 2023, the Company recorded a non-cash impairment charge of $ 22 million for the indefinite-lived tradename in the Outdoor and Recreation segment, as the carrying value of the tradename exceeded its fair value.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for indefinite-lived tradename in the Home Fragrance reporting unit in the Home and Commercial Solutions segment as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the Home and Commercial Solutions segment was impaired.

During the three and six months ended June 30, 2023, the Company recorded an aggregate non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value.

The Company concluded that the Baby reporting unit goodwill was not impaired during the second quarter of 2023.

During the second quarter of 2023, the Company recorded a non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value.

During the third quarter of 2022, the Company concluded that a triggering event had occurred for indefinite-lived tradenames in the Kitchen and Home Fragrance reporting units in the Home and Commercial 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 was driven primarily by inflationary pressures which impacted the discretionary spending behavior of consumers.

The Company also concluded that a triggering event had occurred for two indefinite-lived tradenames in the Baby reporting unit, 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 Kitchen reporting unit and two indefinite-lived tradenames in the Baby reporting unit 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.

Footnote 8 — Other Accrued Liabilities

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Customer accruals $ 702 $ 636

1 unchanged sentence

Accrued self-insurance liabilities, contingencies and warranty 105 99

Accrued marketing and freight expenses 72 73

Accrued interest expense 97 63

Accrued income taxes 79 53

Accrued marketing and freight expenses 72 73

Other 235 227

2 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

4.00 % senior notes due 2024

12 unchanged sentences

Long-term debt $ 4,737 $ 4,756

On March 20, 2023, S&P Global Inc.

On August 21, 2023, Moody's Corporation (“Moody's”) downgraded the Company's debt rating to “Ba2”.

As a result of Moody's downgrade, certain of the Company's outstanding senior notes currently aggregating to approximately $ 3.1 billion are subject to an interest rate adjustment of 25 basis points.

The change to the interest rate due to the downgrade will increase the Company's interest expense by approximately $ 8 million on an annualized basis (approximately $ 2 million in 2023).

On August 3, 2023, S&P Global Inc.

(“S&P”) downgraded the Company's debt rating to “BB”.

As a result of the S&P downgrade, certain of the Company’s outstanding senior notes currently aggregating to approximately $ 3.1 billion are subject to an interest rate adjustment of 25 basis points.

In March 2023, S&P had also downgraded the Company’s debt rating to “BB+”.

As a result of the S&P downgrades, certain of the Company’s outstanding senior notes currently aggregating to approximately $ 3.1 billion are subject to an aggregated interest rate adjustment of 50 basis points.

The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $ 15 million on an annualized basis (approximately $ 8 million in 2023).

In addition, the Company is still subject to the interest rate adjustment of 25 basis points in connection with the Moody’s Corporation (“Moody’s”) downgrade of the Company's debt rating in 2020.

Furthermore, as a result of the S&P downgrade, the Company's ability to borrow from the commercial paper market on terms it deems acceptable or favorable was eliminated.

Furthermore, as a result of the March S&P downgrade, the Company's ability to borrow from the commercial paper market on terms it deems acceptable or favorable was eliminated.

On February 14, 2023, Fitch Ratings downgraded the Company's debt rating to “BB”.

1 unchanged sentence

Receivables Facility

The Company maintains an Accounts Receivable Securitization Facility (the “Securitization Facility”).

The aggregate commitment under the Securitization Facility is $ 375 million.

The Securitization Facility matures in October 2023 and bears interest at a margin over a variable interest rate.

The maximum availability under the Securitization Facility fluctuates based on eligible accounts receivable balances.

At June 30, 2023, the Company had $ 66 million outstanding under the Securitization Facility.

Revolving Credit Facility and Commercial Paper

The Company maintained an Accounts Receivable Securitization Facility (the “Securitization Facility”).

The aggregate commitment under the Securitization Facility was $ 375 million.

The Securitization Facility matured on October 2, 2023 and was terminated thereafter.

At September 30, 2023, the Company had no outstanding borrowing under the Securitization Facility.

See Footnote 18 for details related to the new accounts receivable facility.

Revolving Credit Facility

The Company has a $ 1.5 billion senior unsecured revolving credit facility (the “Credit Revolver”) that matures in August 2027.

1 unchanged sentence

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

At September 30, 2023, the Company had $ 375 million of outstanding borrowings under the Credit Revolver and approximately $ 21 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $ 1.1 billion.

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

2 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Fair Value Book Value Fair Value Book Value

11 unchanged sentences

Fair Value Hedges

At June 30, 2023, the Company had approximately $ 1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

At September 30, 2023, the Company had approximately $ 1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

These floating rate swaps are designated as fair value hedges against $ 500 million of principal on the 6.375 % senior notes due 2027, $ 500 million of principal on the 6.625 % senior notes due 2029 and $ 100 million of principal on the 4.00 % senior notes due 2024 for the remaining life of the notes.

The benchmark interest rate for the $ 100 million floating swap and associated fair value hedge was amended for a change in benchmark interest rate from LIBOR to Secured Overnight Funding Rate (“SOFR”), effective June 1, 2023, in accordance with ASC 848 (see Footnote 1 for further information).

The benchmark interest rate for the $ 100 million floating swap and associated fair value hedge was amended for a change in benchmark interest rate from LIBOR to Secured Overnight Financing Rate (“SOFR”), effective June 1, 2023, accounted for in accordance with ASC 848 (see Footnote 1 for further information).

The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

4 unchanged sentences

dollar interest.

During the third quarter of 2022, the Company entered into additional cross-currency swaps with notional amounts of $ 500 million, with one maturing in September 2027 and one in September 2029.

During the third quarter of 2022, the Company entered into additional cross-currency swaps with notional amounts of $ 500 million each, with one maturing in September 2027 and one in September 2029.

These swaps were also designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a floating rate of Euro-based interest and receives a floating rate of U.S.

1 unchanged sentence

The Company has elected the spot method for assessing the effectiveness of these contracts.

During the three months ended June 30, 2023 and 2022, the Company recognized income of $ 10 million and $ 6 million, respectively, and income of $ 21 million and $ 11 million for the six months ended June 30, 2023 and 2022, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

During the three months ended September 30, 2023 and 2022, the Company recognized income of $ 9 million and $ 8 million, respectively, and income of $ 30 million and $ 19 million for the nine months ended September 30, 2023 and 2022, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through June 2024.

The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges.

The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item.

At June 30, 2023, the Company had approximately $ 388 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

At September 30, 2023, the Company had approximately $ 293 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 June 30, 2023, the Company had approximately $ 1.2 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through May 2024.

At September 30, 2023, the Company had approximately $ 1.2 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through July 2024.

Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company's Condensed Consolidated Statement of Operations.

2 unchanged sentences

Assets (Liabilities)

Balance Sheet Location June 30, 2023 December 31, 2022

Balance Sheet Location September 30, 2023 December 31, 2022

Derivatives designated as effective hedges:

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

June 30, 2023 Three Months

June 30, 2022

September 30, 2023 Three Months

September 30, 2022

Gain/(Loss) Gain/(Loss)

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Total $ 92 $ ( 5 ) $ 128 $ 7

June 30, 2023 Six Months

June 30, 2022

September 30, 2023 Nine Months

September 30, 2022

Gain/(Loss) Gain/(Loss)

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Total $ 8 $ 3 $ 229 $ 10

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

During the three months ended June 30, 2023 and 2022, the Company recognized in other (income) expense, net, expense of $ 8 million and income of $ 2 million, respectively, and expense of $ 18 million and $ 1 million during the six months ended June 30, 2023 and 2022, respectively, related to derivatives that are not designated as hedging instruments.

At September 30, 2023, net deferred losses of approximately $ 7 million within AOCL are expected to be reclassified to earnings over the next twelve months.

During the three months ended September 30, 2023 and 2022, the Company recognized in other (income) expense, net, income of $ 15 million and expense of $ 6 million, respectively, and expense of $ 3 million and $ 7 million during the nine months ended September 30, 2023 and 2022, respectively, related to derivatives that are not designated as hedging instruments.

Gains and losses on these derivatives are mostly offset by foreign currency movement in the underlying exposure.

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International

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022 2023 2022 2023 2022

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Interest cost $ 1 $ — $ 1 $ —

Amortization ( 2 ) ( 1 ) ( 5 ) ( 3 )

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Plan”), resulting in an exchange of plan assets for an annuity that matches the plan’s future projected benefit obligations (“PBO”) to covered participants.

In April 2023, the Company also completed a “buy-out” of approximately 7 % of the U.K.

In April 2023, the Company completed a “buy-out” of approximately 7 % of the U.K.

The “buy-out” was completed by the execution of a Deed Poll Agreement and a Deed of Assignment with an insurance company.

In connection with this transaction, during the second quarter, the Company recorded a pretax loss of $ 5 million in other (income) expense, net, in the Company's Condensed Consolidated Statement of Operations, related to the prorated recognition of previously unrecognized actuarial losses reclassified from AOCL to earnings.

The Company anticipates the “buy-out” for the remaining PBO of the U.K.

plan to be completed in 2023.

The non-cash settlement charge associated with this transaction is expected to be approximately £ 50 million to £ 70 million.

In September 2023, the Company completed the “buy-out” of the remaining PBO of the aforementioned plan through the execution of a Deed Poll Agreement and a Deed of Assignment with an insurance company.

In connection with these transactions, during the three and nine months ended September 30, 2023, the Company recorded a pretax settlement loss of $ 61 million and $ 66 million, respectively, in other (income) expense, net, in the Company's Condensed Consolidated Statement of Operations, related to the recognition of previously unrecognized actuarial losses reclassified from AOCL to losses.

Retiree Annuity Buyout

In October 2023, the Company entered into an agreement with an insurance company to purchase a group annuity contract to settle approximately $ 160 million to $ 175 million of projected benefit obligations for approximately 55 % of the retirees in one of its U.S.

defined benefit pension plans.

The transaction for the transfer of the pension liability to the insurance company will be funded with the plan’s existing assets.

The Company will record a pretax loss in connection with this transaction to reclassify approximately $ 60 million to $ 70 million into earnings from AOCL.

Footnote 12 — Income Taxes

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

The Company’s effective income tax rates for the three months ended September 30, 2023 and 2022 was a benefit of 26.8 % and 146.3 %, respectively, resulting from increased discrete tax benefits combined with increased pretax losses, and benefit of 20.3 % and provision of 8.4 % for the nine months ended September 30, 2023 and 2022, respectively, resulting from more discrete tax benefits combined with year to date pretax losses.

The differences between the U.S.

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

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and nine months ended September 30, 2023 and 2022 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

based on foreign earnings.

The three and six months ended June 30, 2023 were impacted by certain discrete items.

Income tax expense for the three months ended June 30, 2023 included a discrete expense of $ 6 million associated with a tax basis adjustment on a prior disposition.

The six months ended June 30, 2023 also included certain discrete items totaling $ 4 million of additional income tax expense.

The three and six months ended June 30, 2022 were also impacted by certain discrete items.

Income tax expense for the three months ended June 30, 2022 included a discrete benefit of $ 11 million associated with the reduction in valuation allowance related to the integration of certain Brazilian operations.

The six months ended June 30, 2022 also included a discrete benefit of $ 4 million associated with the approval of certain state tax credits, offset by $ 15 million of tax expense related to the divestiture of the CH&S business.

The three and nine months ended September 30, 2023 were impacted by certain discrete items.

Income tax expense for the three months ended September 30, 2023 included discrete tax benefits of $ 71 million due to the release of a deferred tax liability related to a U.S.

legal entity reorganization, $ 10 million due to the filing of tax returns in various jurisdictions, $ 16 million associated with impairment charges and $ 18 million due to the settlement of the U.K.

pension plan.

The nine months ended September 30, 2023 also included certain discrete items totaling $ 10 million of additional income tax expense.

The three and nine months ended September 30, 2022 were also impacted by certain discrete items.

Income tax expense for the three months ended September 30, 2022 included a discrete benefit of $ 58 million associated with a change in the Company's indefinite reinvestment assertion regarding certain earnings within its Irish operations, $ 6 million associated with tradename impairments, $ 4 million associated with the reduction of a valuation allowance related to operations in the state of Georgia and $ 2 million associated with the approval of certain state tax credits.

The nine months ended September 30, 2022 also included a discrete benefit of $ 11 million associated with the reduction in valuation allowance related to the integration of certain Brazilian operations and $ 4 million associated with the approval of certain state tax credits, offset by $ 16 million of tax expense related to the divestiture of the CH&S business.

The Company’s U.S.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

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Dilutive securities (1)

1.1 1.9 — 2.3

Diluted weighted average shares outstanding 414.2 414.6 414.1 418.3

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

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

At September 30, 2023 and 2022, there were 0.8 million and 0.1 million, respectively, 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.

Footnote 14 — Stockholders' Equity and Share-Based Compensation

During the six months ended June 30, 2023, the Company granted 1.6 million performance-based restricted stock units (“RSUs”), which had an aggregate grant date fair value of $ 23 million and entitle the recipients to shares of the Company’s common stock primarily at the end of a three-year vesting period.

The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions.

During the six months ended June 30, 2023, the Company also granted 2.9 million time-based RSUs with an aggregate grant date fair value of $ 41 million.

These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year period.

During the six months ended June 30, 2023, the Company also granted 0.5 million time-based stock options with an aggregate grant date fair value of $ 2 million.

These stock options entitle the 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 dates and vest on the specified anniversaries of the grant dates.

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

During the three and nine months ended September 30, 2023, the Company granted 4.4 million and 6.0 million, respectively, performance-based restricted stock units (“RSUs”), which had an aggregate grant date fair value of $ 39 million and $ 61 million, respectively, including awards granted under the Special Incentive Plan (the “SIP”) on July 5, 2023.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock primarily over a two to three-year vesting period, subject to continued employment.

The actual number of shares that will ultimately be paid upon vesting is dependent on the level of achievement of the specified performance conditions.

During the three and nine months ended September 30, 2023, the Company also granted 1.4 million and 4.3 million, respectively, time-based RSUs with an aggregate grant date fair value of $ 12 million and $ 53 million, respectively, including awards granted under the SIP on July 5, 2023 .

These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in annual installments over a one to three-year period, subject to continued employment.

During the nine months ended September 30, 2023, the Company also granted 0.5 million time-based stock options with an aggregate grant date fair value of $ 2 million.

The weighted average assumptions used to determine the fair value of stock options granted for the nine months ended September 30, 2023, were as follows:

Risk-free interest rates 3.6 %

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Exercise price $ 12.86

Special Incentive Program

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

On July 5, 2023, pursuant to the SIP, the Company granted 2.6 million performance-based RSUs, which had an aggregate grant date fair value of $ 22 million, to the Company’s President and Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”).

These performance-based RSUs granted pursuant to the SIP, entitle the recipients to shares of the Company’s common stock and vest on February 27, 2026, subject to the achievement of the applicable performance goals.

The Company granted on July 5, 2023 an additional 1.9 million performance-based RSUs, which had an aggregate grant date fair value of $ 16 million, to certain key executives other than the CEO and CFO.

These performance-based RSUs granted pursuant to the SIP entitle the recipients to shares of the Company’s common stock and vest as follows:

70 % of the total grant will vest on the two-year anniversary of the grant date, and the remaining 30 % of the total grant will vest on the three-year anniversary of the grant date, subject to the achievement of applicable performance measures.

The Company granted on July 5, 2023 an additional 1.3 million time-based RSUs, which had an aggregate grant date fair value of $ 11 million, to certain key executives other than the CEO and CFO.

These time-based RSUs granted pursuant to the SIP entitle the recipients to shares of the Company’s common stock and will fully vest on the one-year anniversary of the date of grant.

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

Share Repurchase Program

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During the three months ended June 30, 2022, the Company repurchased approximately $ 50 million of its shares of common stock at an average price of $ 22.01 per share.

The Company did no t repurchase any of its shares of common stock during the three months ended September 30, 2022.

Footnote 15 — Fair Value Disclosures

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Fair value Asset (Liability) Fair value Asset (Liability)

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These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require.

During the second quarter of 2023, one tradename in the Home and Commercial Solutions segment was measured at fair value of $ 60 million.

See Footnote 7 for further information.

At September 30, 2023, the goodwill of the Baby reporting unit in the Learning and Development segment and an indefinite-lived tradename in the Outdoor and Recreation segment were recorded at fair values 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 intangible assets are discount rates.

The discount rates used in the measurements were 8.5 % for the Baby reporting unit and 11.5 % for the Outdoor and Recreation indefinite-lived tradename.

At September 30, 2023, goodwill for the Baby reporting unit in the Learning and Development segment and an indefinite-lived tradename within the Outdoor and Recreation segment were fair valued at $ 415 million and $ 35 million, respectively, on a non-recurring basis in connection with triggering events that occurred during the third quarter of 2023.

See Footnotes 1 and 7 for further information.

Footnote 16 — Segment Information

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

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$ ( 159 ) $ 40 $ ( 75 ) $ 585

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Segment assets

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$ 12,572 $ 13,262

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Impairment of goodwill and indefinite-lived intangibles assets

Home and Commercial Solutions $ — $ 123 $ 8 $ 123

Learning and Development 241 25 241 25

Outdoor and Recreation 22 — 22 —

$ 263 $ 148 $ 271 $ 148

(1) All intercompany transactions have been eliminated.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

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

Three months ended June 30,

Three Months Ended September 30,

America International TOTAL North

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$ 1,396 $ 652 $ 2,048 $ 1,553 $ 699 $ 2,252

Six months ended June 30,

Nine Months Ended September 30,

America International TOTAL North

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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 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.

The Company cooperated with the SEC in connection with its investigation and requests for documents, testimony and information.

Since January 2023, the Company has been discussing with the SEC the possibility of reaching a settlement to resolve the investigation, which now relates to certain time periods within the Company's 2016 and 2017 fiscal years.

Although the Company cannot predict the ultimate outcome of the SEC investigation with certainty, it believes that the resolution of the SEC investigation will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

Further, on June 30, 2021, the Company received a subpoena from the SEC requesting the production of documents related to its disclosure of the potential impact of the U.S.

Treasury regulations described in Footnote 12 - Income Ta xes in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on February 15, 2023.

Since January 2023, the Company had been discussing with the SEC the possibility of reaching a settlement to resolve the investigation, which related to the time period between third quarter of fiscal year 2016 and second quarter of fiscal year 2017.

On September 29, 2023, the Company entered into a settlement with

the SEC, which concluded the investigation of the Company.

Under the terms of the settlement, the Company neither admitted nor denied the SEC's findings and agreed to pay a civil penalty of approximately $ 13 million, which did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

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 most recently described in Footnote 12 - Income Ta xes in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on February 15, 2023.

Securities Litigation

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These derivative complaints seek damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.

In March 2021, the United States District Court for the District of Delaware stayed the Newell Brands Derivative Action pending the resolution of any motions for summary judgment filed in Oklahoma Firefighters, referenced above, and stayed the Weber Derivative Action pending final disposition of Oklahoma Firefighters.

The United States District Court for the District of Delaware stayed the Newell Brands Derivative Action and the Weber Derivative Action.

On January 31, 2023, Plaintiff Streicher voluntarily dismissed herself from the Newell Brands Derivative Action without prejudice.

On May 30, 2023, the United States District Court for the District of Delaware continued the stays of the Newell Brands Derivative Action and the Weber Derivative Action for an additional ninety days.

On September 5, 2023, the Newell Brands Derivative Action and the Weber Derivative Action were dismissed with prejudice.

On May 26, 2023, Plaintiff Streicher filed a new putative derivative complaint, Streicher v.

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The complaint in the New Jersey Derivative Action alleges breaches of fiduciary duty.

The factual allegations underlying these claims are similar to the factual allegations made in the Newell Brands Derivative Action and the Weber Derivative Action.

The factual allegations underlying these claims were similar to the factual allegations made in the Newell Brands Derivative Action and the Weber Derivative Action.

On June 7, 2023, Plaintiff Streicher filed a Stipulation of Settlement (the “Stipulation”) and Motion for Preliminary Approval of Settlement in the New Jersey Derivative Action.

The proposed settlement as set forth in the Stipulation provides for, among other things, a full release of the claims that the plaintiffs or any other Company stockholder asserted or could have asserted in the Derivative Actions against any of the defendants named in those actions, in exchange for the Company’s agreement to implement and/or maintain certain corporate governance measures, as more fully described in the Stipulation and Notice of Proposed Derivative Settlement as filed by the Company with the SEC on a Current Report on Form 8-K dated June 29, 2023 (the “Settlement”).

The proposed settlement as set forth in the Stipulation provided for, among other things, a full release of the claims that the plaintiffs or any other Company stockholder asserted or could have asserted in the Derivative Actions against any of the defendants named

in those actions, in exchange for the Company’s agreement to implement and/or maintain certain corporate governance measures, as more fully described in the Stipulation and Notice of Proposed Derivative Settlement as filed by the Company with the SEC on a Current Report on Form 8-K dated June 29, 2023 (the “Settlement”).

On June 27, 2023, the Superior Court of Hudson County, New Jersey issued an order preliminarily approving the proposed Settlement as set forth in the Stipulation.

The Settlement is subject to final consideration at a hearing to be held on August 25, 2023.

The Settlement, if finally approved, will cause the dismissal with prejudice of each of the Derivative Actions.

On August 25, 2023, the Superior Court of Hudson County, New Jersey approved the Settlement and dismissed the case with prejudice.

Environmental Matters

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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 June 30, 2023 was $ 37 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The Company’s estimate of environmental remediation costs associated with these matters at September 30, 2023 was $ 36 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters.

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OCC has also stated that it may broaden its claims in the future after completion of the Natural Resource Damage Assessment described below.

In March 2023, the Court granted an unopposed motion to stay the OCC Litigation.

In March 2023,

the Court granted an unopposed motion to stay the OCC Litigation.

At this time, the Company cannot predict the eventual outcome.

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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.

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

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

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

Footnote 18 — Subsequent Event

As disclosed in the Company's Current Report on Form 8-K filed with the SEC on October 5, 2023, the Company entered into a new three-year revolving accounts receivable facility (the “New Receivables Facility”).

The New Receivables Facility provides for liquidity in an amount of up to $ 225 million between February and April of each year and up to $ 275 million at all other times.

As part of the New Receivables Facility, the Company and certain of its subsidiaries entered into a Receivables Sale Agreement and a Receivables Purchase Agreement.

Under the Receivables Sale Agreement, certain subsidiaries (the “Originators”) sell and commit to continue to sell all of existing and future accounts receivable (subject to certain excluded accounts receivable) to Jarden Receivables LLC, a special purpose entity (the “SPE”).

Pursuant to a Receivables Purchase Agreement, by and among the SPE, Royal Bank of Canada, as administrative agent (the “Administrative Agent”), the Company and certain other persons from time to time party thereto as purchasers (the “Purchasers”) and group agents, the SPE will sell certain accounts receivable (the “Sold Receivables”) to the Administrative Agent (for the ratable benefit of the Purchasers), guarantee the payment of the Sold Receivables and pledge its remaining accounts receivable to the Administrative Agent in order to secure such guarantee.

The New Receivables Facility bears a fluctuating rate equal to (i) the weighted average cost of commercial paper issued by any conduit purchaser to fund or maintain its investment, plus related dealer commissions and note issuance costs or (ii) if funded by a committed purchaser, the SOFR calculated based on term SOFR for a one-month interest period, plus 10 basis points.

The New Receivables Facility expires in October 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements