What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-25 · 235 added, 497 removed, 348 unchanged (68% of the section changed)

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net sales $ 1,566 $ 1,653

3 unchanged sentences

Restructuring costs, net 11 26

Impairment of goodwill, intangibles and other assets 260 263 266 274

Operating income (loss) ( 121 ) ( 159 ) 58 ( 75 )

Operating income 21 16

Non-operating expenses:

17 unchanged sentences

Derivative financial instruments ( 5 ) 7

Total other comprehensive income (loss), net of tax ( 6 ) 46 ( 43 ) 36

Total other comprehensive loss, net of tax ( 3 ) ( 9 )

Total comprehensive loss $ ( 40 ) $ ( 18 )

4 unchanged sentences

(Amounts in millions, except par values)

September 30,

2025 December 31,

22 unchanged sentences

Stockholders’ equity:

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at September 30, 2024 and December 31, 2023)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 442.2 shares and 439.6 shares issued at September 30, 2024 and December 31, 2023, respectively)

Treasury stock, at cost ( 26.2 shares and 25.3 shares at September 30, 2024 and December 31, 2023, respectively)

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at March 31, 2025 and December 31, 2024)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 444.7 shares and 442.3 shares issued at March 31, 2025 and December 31, 2024, respectively)

Treasury stock, at cost ( 27.0 shares and 26.2 shares at March 31, 2025 and December 31, 2024, respectively)

( 639 ) ( 634 )

9 unchanged sentences

(Amounts in millions)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net loss $ ( 37 ) $ ( 9 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 75 85

Impairment of goodwill, intangibles and other assets 266 274

Deferred income taxes 46 8

Stock based compensation expense 16 16

Pension settlement charge — 66

Other, net ( 5 ) ( 3 )

4 unchanged sentences

Accrued liabilities and other, net ( 290 ) ( 146 )

Net cash provided by operating activities 346 679

Net cash provided by (used in) operating activities ( 213 ) 32

Cash flows from investing activities:

Capital expenditures ( 59 ) ( 59 )

Proceeds from sale of divested businesses and investment 14 —

Swap proceeds 25 34

Proceeds from settlement of swaps 9 8

Other investing activities, net 23 1

1 unchanged sentence

Cash flows from financing activities:

Payments on short-term debt, net 39 ( 244 )

Proceeds from (payments on) short-term debt, net 310 ( 131 )

Proceeds from short-term debt with original maturities greater than 90 days — 431

Payments on short-term debt with original maturities greater than 90 days — ( 200 )

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

Cash dividends ( 31 ) ( 31 )

Equity compensation activity and other, net ( 9 ) ( 9 )

Net cash used in financing activities ( 64 ) ( 405 )

Net cash provided by financing activities 270 60

Exchange rate effect on cash, cash equivalents and restricted cash 3 ( 3 )

3 unchanged sentences

Supplemental disclosures:

Restricted cash at beginning of period $ 29 $ 16

Restricted cash at end of period 27 26

Restricted cash at beginning of period (Footnote 1)

Restricted cash at end of period (Footnote 1)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

5 unchanged sentences

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

Balance at June 30, 2024 $ 441 $ ( 631 ) $ 6,887 $ ( 2,690 ) $ ( 927 ) $ 3,080

Comprehensive loss — — — ( 198 ) ( 6 ) ( 204 )

Dividends declared on common stock - $ 0.07 per share

— — ( 31 ) — — ( 31 )

Equity compensation, net of tax 1 ( 2 ) 16 — — 15

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

Balance at December 31, 2024 $ 442 $ ( 634 ) $ 6,866 $ ( 2,942 ) $ ( 981 ) $ 2,751

3 unchanged sentences

Equity compensation, net of tax 3 ( 5 ) 13 — — 11

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

Balance at March 31, 2025 $ 445 $ ( 639 ) $ 6,847 $ ( 2,979 ) $ ( 984 ) $ 2,690

Stock Treasury

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 )

Dividends declared on common stock - $ 0.07 per share

— — ( 29 ) — — ( 29 )

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

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

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

Balance at December 31, 2023 $ 440 $ ( 627 ) $ 6,915 $ ( 2,726 ) $ ( 890 ) $ 3,112

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

Comprehensive loss — — — ( 9 ) ( 9 ) ( 18 )

Dividends declared on common stock - $ 0.07 per share

1 unchanged sentence

Equity compensation, net of tax 1 ( 4 ) 15 — — 12

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

Balance at March 31, 2024 $ 441 $ ( 631 ) $ 6,900 $ ( 2,735 ) $ ( 899 ) $ 3,076

See Notes to Condensed Consolidated Financial Statements (Unaudited).

3 unchanged sentences

Footnote 1 — Basis of Presentation and Significant Accounting Policies

Description of Business

Newell Brands Inc.

is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz.

Newell Brands is focused on delighting consumers by lighting up everyday moments.

The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.

The Company has three operating segments:

Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Newell Brands Inc.

(collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S.

(collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S.

generally accepted accounting principles (“U.S.

8 unchanged sentences

GAAP in preparing the Company’s condensed consolidated financial statements requires the pervasive use of estimates and assumptions.

The Company continues to be impacted by inflationary pressures, soft global demand, major retailers’ focus on tight control over their inventory levels, elevated interest rates and indirect macroeconomic impacts from geopolitical conflicts.

These collective macroeconomic trends, the duration or severity of which are highly uncertain, are still changing the retail and consumer landscape and are expected to continue to negatively impact the Company’s operating results, cash flows and financial condition during the current year.

As consumers continue to face widespread increases in prices and elevated interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted.

The Company continues to be impacted by inflationary pressures, soft global demand, major retailers’ focus on tight control over their inventory levels, fluctuating interest rates and indirect macroeconomic impacts from geopolitical conflicts as well as recently imposed tariffs by the current U.S.

presidential administration, including those most recently announced reciprocal tariffs, some of which are currently delayed, and other countries’ retaliatory actions in response to such tariffs.

The Company is actively working on the deployment of a mitigation strategy to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing.

These collective macroeconomic trends, the duration or severity of which are highly uncertain, are still changing the retail and consumer landscape and continue to negatively impact the Company’s operating results, cash flows and financial condition and are to some degree expected to persist into the remainder of the year.

As consumers continue to face widespread increases in prices and fluctuating interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted.

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.

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, tariffs, 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 third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the Home and Commercial Solutions (“H&CS”) and Learning and Development (“L&D”) segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations.

The Company performed quantitative impairment tests and determined that indefinite-lived tradenames in the H&CS and L&D segments were partially impaired.

During the third quarter of 2024, the Company recorded an aggregate non-cash impairment charge of $ 260 million for the indefinite-lived tradenames, as the carrying values exceeded their fair values.

See Footnote 6 for further information.

Seasonal Variations

2 unchanged sentences

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

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

Accordingly, the Company’s results of operations and cash flows for the three and nine months ended September 30, 2024 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2024.

In addition, uncertainty still remains over the volatility and

direction of future consumer and customer demand patterns, as well as inflationary pressures inclusive of the impact of tariffs.

Accordingly, the Company’s results of operations and cash flows for the three months ended March 31, 2025 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2025.

Recent Accounting Pronouncements

2 unchanged sentences

The Company considers the applicability and impact of recently issued and proposed ASUs.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amendments in this update require that a public entity disclose on an annual and interim basis significant segment expenses that are regularly provided to the entity’s chief operating decision maker (the “CODM”), nature and amount of other financial information by reportable segment and any additional measures of a segment’s profit or loss used by the CODM in assessing segment performance and deciding allocation of resources.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The standard requires all entities subject to income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The new requirement will be effective for annual periods beginning after December 15, 2024.

The new requirement is effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

1 unchanged sentence

The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

Adoption of New Accounting Guidance

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:

ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met.

This ASU was further 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.

The Company adopted ASU 2020-04 and it did not have a material impact on its consolidated financial statements.

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 adopted ASU 2022-04 which did not have a material impact on its consolidated financial statements.

See disclosure hereafter for further information.

Sales of Accounts Receivables

Factored receivables at September 30, 2024 associated with the Company’s existing factoring agreement for certain customer receivables (the “Customer Receivables Purchase Agreement”) were approximately $ 290 million, an increase of approximately $ 50 million from December 31, 2023.

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

The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow and collections of accounts receivables not yet submitted to the financial institution as a financing cash flow in the Condensed Consolidated Statement of Cash Flows.

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

In addition, the Company, through a wholly-owned special purpose entity (“SPE”) has a three-year agreement with a financial institution to sell up to $ 225 million, between February and April of each year, and up to $ 275 million at all other times, of certain other customer receivables without recourse on a revolving basis (the “Receivables Facility”).

Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables originating in the U.S.

to the SPE and the SPE sells the receivables to the financial institution.

In November 2024, the FASB issued ASU No.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements.

This update is effective for annual reporting periods beginning after December 15, 2026.

Early adoption is permitted.

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

Sales of Accounts Receivable

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $ 700 million of eligible accounts receivable.

During the three months ended March 31, 2025 and 2024, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement and received proceeds of $ 587 million and $ 675 million, respectively, and collected from customers and remitted $ 540 million and $ 620 million, respectively to the financial institution.

Outstanding receivables sold under the Customer Receivables Purchase Agreement at March 31, 2025 and December 31, 2024 were approximately $ 310 million and $ 270 million, respectively.

In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell certain customer receivables up to $ 225 million, between February and April of each year, and up to $ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).

Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE, which then sells the receivables to the financial institution.

The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary.

The SPE’s sole business consists of the purchase of receivables from certain subsidiaries of the Company and the subsequent transfer of such receivables to the financial institution.

Although the SPE is consolidated in the Company’s condensed consolidated financial statements, it is a separate legal entity with separate creditors.

The assets of the SPE are not

available to pay creditors of the Company or its subsidiaries.

The fair value of these servicing arrangements as well as the fees earned were immaterial.

The Company accounts for receivables sold from the SPE to the financial institution as a sale of financial assets and derecognizes the trade receivables from the Company’s Condensed Consolidated Balance Sheet.

The balance of outstanding accounts receivables sold to the financial institution as of September 30, 2024 was $ 140 million, an increase of approximately $ 95 million from December 31, 2023.

Cash received under the Receivables Facility is classified as an operating cash flow and collections of accounts receivables not yet submitted to the financial institution as a financing cash flow in the Condensed Consolidated Statement of Cash Flows.

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

Although the SPE is included in the Company’s condensed consolidated financial statements, it is a separate legal entity with separate creditors.

The assets of the SPE are not available to pay creditors of the Company or its subsidiaries.

The fair value of these servicing arrangements as well as the fees earned was immaterial.

During the three months ended March 31, 2025 and 2024, the Company factored receivables pursuant to the Receivables Facility and received proceeds of $ 248 million and $ 287 million, respectively, and collected from customers and remitted $ 280 million and $ 212 million, respectively to the financial institution.

Outstanding receivables sold under the Receivables Facility at March 31, 2025 and December 31, 2024 were approximately $ 120 million and $ 145 million, respectively.

Generally, for a receivable to be eligible under either program, the Company must have fulfilled its performance obligations and be contractually entitled to payment for such, based on a valid receivable that is not past due at the time of factoring the underlying receivable.

The Company accounts for receivables sold to the financial institutions under both factoring agreements as sale of financial assets and derecognizes the trade receivables from the Company’s Condensed Consolidated Balance Sheet.

The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Condensed Consolidated Statements of Cash Flows, such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Condensed Consolidated Balance Sheet.

Restricted cash related to both programs was $ 19 million and $ 21 million at March 31, 2025 and December 31, 2024, respectively.

The Company records the discounts as other expense, net in the Condensed Consolidated Statements of Operations.

Supplier Finance Program Obligations

In June 2024, the Company entered into an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company with various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “New SCF Program”).

The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the New SCF Program.

The Company has an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company to various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “SFP”).

The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms.

Suppliers that participate in the New SCF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor.

The suppliers’ voluntary inclusion of invoices in the New SCF Program does not change the Company’s existing contractual terms with its suppliers.

The Company does not provide any guarantees or collateral under the New SCF Program, nor does it have any economic interest in a supplier’s decision to participate in the New SCF Program.

Amounts due to suppliers participating in the New SCF Program are included in accounts payable in the Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the New SCF Program are classified as operating cash flows in the Condensed Consolidated Statement of Cash Flows.

Supplier payment terms for those participating in the program averaged approximately 119 days.

Prior to the New SCF Program, a global financial institution offered a voluntary supply chain finance program (the “Former SCF Program”) which similarly enabled suppliers, at their sole discretion, to sell their receivables due from the Company to the financial institution on a non-recourse basis.

Pursuant to the Second Amendment (defined hereafter), a lender under the Credit Revolver (defined hereafter) that also participated in the Former SCF Program secured its related financing pursuant to the terms of the Credit Revolver.

See Footnote 8 for further information.

In April 2024, the Company exercised its right to terminate the Former SCF Program with the financial institution.

The Former SCF Program was terminated in August 2024.

The termination did not materially impact the Company’s operating results, financial condition or liquidity.

There were no outstanding payment obligations relating to the Former SCF Program as of September 30, 2024.

The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the New and Former SCF Program:

Suppliers that participate in the SFP, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor.

The suppliers’ voluntary inclusion of invoices in the SFP does not change the Company’s existing contractual terms with its suppliers.

The Company does not provide any guarantees or collateral under the SFP, nor does it have any economic interest in a supplier’s decision to participate in the SFP.

Amounts due to suppliers participating in the SFP are included in accounts payable in the Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the SFP are classified as operating cash flows in the Condensed Consolidated Statement of Cash Flows.

Supplier payment terms for those participating in the SFP averaged approximately 126 days.

The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the SFP:

Balance at December 31, 2024

Invoices participating in the Supplier Finance Programs 125

Invoices paid to the financial institution and third-party vendor ( 207 )

Balance at September 30, 2024

Invoices participating in the SFP 22

Invoices paid to the third-party vendor ( 17 )

Balance at March 31, 2025

Fair Value Measurements

The Company’s financial instruments include cash and cash equivalents, accounts receivable, investment securities, accounts payable, derivative instruments 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.

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 of the fair value hierarchy.

The fair value of such investments was not material at March 31, 2025 and December 31, 2024.

The fair values of the Company’s long-term debt and derivative instruments are disclosed in Footnote 8 and Footnote 9 , respectively.

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

In addition, the Company adjusts its pension asset values to fair value on an annual basis.

Footnote 2 — 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 nine months ended September 30, 2024 (in millions):

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the three months ended March 31, 2025 (in millions):

Adjustment Pension and

3 unchanged sentences

Other comprehensive income (loss) before reclassifications (1)

( 1 ) 3 ( 6 ) ( 4 )

Amounts reclassified to earnings (2)

Net current period other comprehensive income (loss) ( 1 ) 3 ( 5 ) ( 3 )

Balance at September 30, 2024 $ ( 729 ) $ ( 191 ) $ ( 13 ) $ ( 933 )

Reclassifications from AOCL to the results of operations for the three and nine months ended September 30, 2024 and 2023 were pretax (income) expense of (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cumulative translation adjustment (1)

$ 1 $ — $ 1 $ —

Pension and postretirement benefit plans (2)

( 1 ) 64 ( 2 ) 69

Derivative financial instruments (3)

(1) See Footnote 14 for further information.

(2) See Footnote 10 for further information.

(3) See Footnote 9 for further information.

The income tax provision (benefit) allocated to the components of AOCL for the periods indicated are as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Foreign currency translation adjustments $ ( 21 ) $ 21 $ ( 5 ) $ 3

Pension and postretirement benefit costs 1 15 3 16

Derivative financial instruments ( 1 ) 3 4 ( 2 )

Income tax provision (benefit) related to AOCL $ ( 21 ) $ 39 $ 2 $ 17

Balance at March 31, 2025 $ ( 768 ) $ ( 209 ) $ ( 7 ) $ ( 984 )

(1) Includes income tax provision (benefit) allocated to AOCL as follows $( 22 ) million, $( 4 ) million, $( 2 ) million and $( 28 ) million, respectively.

(2) Income tax provision (benefit) for both the three months ended March 31, 2025 and 2024 were not material.

Pension and postretirement costs presented are primarily classified in other expense, net within the Condensed Consolidated Statements of Operations.

Refer to Footnote 9 for the statements of operations classifications of the Company’s various types of derivative financial instruments.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the for the three months ended March 31, 2025 and 2024 were not material for any of the periods presented.

Footnote 3 — Restructuring

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Organizational Realignment Plan

In January 2024, the Company announced an organizational realignment, which is expected to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”).

In addition to improving accountability, the Realignment Plan is designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the Realignment Plan, the Company is making several operating model changes, which entail:

In January 2024, the Company announced a plan to strengthen its front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”).

In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the Realignment Plan, the Company has made several operating model changes, which entailed:

standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach.

The Company will also further optimize the Company’s real estate footprint and pursue other cost reduction initiatives.

These actions are expected to be substantially implemented by the end of 2024, subject to local law and consultation

requirements.

Restructuring and restructuring-related charges associated with these actions are estimated to be in the range of $ 75 million to $ 90 million and are expected to be substantially incurred by the end of 2024.

This estimate of charges consists primarily of $ 60 million to $ 70 million related to cash severance payments and other termination benefits, $ 11 million to $ 16 million associated with office space reduction and consolidation and approximately $ 4 million of other charges.

The Company expects the majority of the aggregate charges will be cash expenditures.

The Company commenced organizational realignment activities during the first quarter of 2024.

During the three and nine months ended September 30, 2024, the Company recorded restructuring charges of $ 1 million and $ 32 million, respectively.

During the three and nine months ended September 30, 2024, the Company also recorded restructuring-related charges of $ 2 million and $ 10 million, respectively, in connection with the Realignment Plan.

The Company has incurred aggregate charges of $ 42 million since inception in connection with the Realignment Plan.

In June 2024, as part of optimizing the Company’s real estate footprint, the Company entered into a lease agreement for a new location of its Corporate headquarters in Atlanta, Georgia, which will allow it to consolidate five different facilities and bring together employees in the area into a single location.

See Footnote 5 for further information.

Also in June 2024, the Company entered into an agreement with an unrelated third party to sell and leaseback its current headquarters facility, which is expected to close during the fourth quarter of fiscal year 2024.

The Company intends to occupy the current facility while waiting to build-out the new facility, which is anticipated to be completed during the first half of fiscal year 2025.

Management concluded the sale of the current headquarters facility satisfied the criteria to be classified as held for sale at June 30, 2024.

As such, the Company wrote down the carrying value of the assets held for sale to their fair value less cost to sell.

During the second quarter of 2024, the Company recorded a net charge of $ 6 million inclusive of a fair market value adjustment related to the below market rental payments associated with the sale leaseback transaction, which was recorded within impairment of goodwill, intangibles and other assets in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2024.

The underlying assets held for sale were classified within prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of September 30, 2024.

Network Optimization Project

In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment.

The Company initiated implementation of the Network Optimization Project during the second quarter of 2023 and expects it to be substantially implemented by the end of fiscal year 2024.

The Network Optimization Project incorporates a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance.

The Company currently estimates that it will incur approximately $ 37 million to $ 49 million in restructuring and restructuring-related charges associated with execution of the Network Optimization Project and expects that the charges incurred will be substantially complete by the end of 2024.

This estimate of charges consists primarily of $ 8 million to $ 11 million related to cash severance payments and other termination benefits and approximately $ 29 million to $ 38 million associated with industrial site reductions.

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

In connection with the Network Optimization Project, the Company recorded restructuring and restructuring-related charges for the periods indicated as follows (in millions):

The Company has also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

These actions were primarily implemented by the end of 2024.

Remaining actions, subject to applicable local law and consultation requirements are expected to be implemented by the end of fiscal year 2025.

Restructuring and restructuring-related charges associated with these actions are estimated to be in the range of $ 75 million to $ 90 million mainly for severance payments and other termination benefits, office space reduction and consolidation, and other expenses.

In connection with the Realignment Plan, the Company recorded restructuring and restructuring-related charges for the periods indicated as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30, Incurred since inception

2024 2023 2024 2023

March 31, Incurred since inception

Restructuring charges $ 11 $ 22 $ 48

1 unchanged sentence

Total $ 13 $ 22 $ 65

Project Phoenix

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies.

Project Phoenix was substantially implemented by the end of 2023 and incorporated 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 included manufacturing, distribution, transportation and customer service, transition to a unified One Newell go-to-market model in key international geographies, and reduce overhead costs.

The Company estimates that it will incur approximately $ 100 million to $ 130 million in restructuring and restructuring-related charges in connection with Project Phoenix.

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 aggregate charges will be cash expenditures.

While the program was mostly complete by the end of 2023, charges will continue to be recognized as the Company completes remaining actions in accordance with local regulations and consultation requirements.

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

In connection with Project Phoenix, the Company recorded restructuring and restructuring-related charges for the periods indicated as follows (in millions):

Other Restructuring and Restructuring-Related Charges

The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Restructuring-related charges 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 charges incurred.

The Company recorded restructuring charges, net and restructuring-related charges in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities for the periods indicated as follows:

Three Months Ended

September 30, Nine Months Ended

September 30, Incurred since inception

2024 2023 2024 2023

Restructuring costs $ — $ 4

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Total $ 12 $ 17

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

Severance and termination costs Contract termination and other costs Total restructuring

costs Restructuring-related

costs Total costs

Realignment Plan $ 31 $ 1 $ 32 $ 10 $ 42

Network Optimization Project 6 4 10 29 39

Project Phoenix 78 2 80 26 106

$ 115 $ 7 $ 122 $ 65 $ 187

Other Restructuring and Restructuring-Related Charges

The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives.

The Company recorded $ 2 million and $ 3 million of other restructuring costs for the three and nine months ended September 30, 2024, respectively and $ 3 million and $ 8 million of other restructuring costs for the three and nine months ended September 30, 2023, respectively.

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

During the three months ended September 30, 2024 and 2023, the Company recorded other restructuring-related charges of $ 9 million and $ 16 million, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recorded other restructuring-related charges of $ 17 million and $ 28 million, respectively.

Restructuring charges, net incurred by reportable business segments for all restructuring activities for the periods indicated and the total charges since inception for the Plans are as follows (in millions):

Restructuring charges, net incurred by reportable business segments for all restructuring activities for the periods indicated are as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30, Total incurred since inception of Plans

2024 2023 2024 2023

Home and Commercial Solutions $ 1 $ 7

2 unchanged sentences

Corporate 8 13

$ 4 $ 16 $ 40 $ 76 $ 122

Accrued restructuring costs for the nine months ended September 30, 2024 were as follows (in millions):

Balance at December 31, 2023 Restructuring

Costs, Net Payments Balance at

September 30, 2024

Severance and termination costs $ 30 $ 36 $ ( 49 ) $ 17

Contract termination and other costs — 4 ( 4 ) —

$ 30 $ 40 $ ( 53 ) $ 17

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

Balance at December 31, 2022 Restructuring

Costs, Net Payments Foreign

and Other Balance at

September 30, 2023

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

Contract termination and other costs — 5 ( 4 ) ( 1 ) —

$ 7 $ 76 $ ( 61 ) $ ( 1 ) $ 21

Accrued restructuring costs related to all restructuring activities for the three months ended March 31, 2025 were as follows (in millions):

Balance at December 31, 2024 $ 12

Restructuring costs, net 11

Payments ( 12 )

Balance at March 31, 2025 $ 11

Footnote 4 — Inventories

Inventories are comprised of the following (in millions):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials and supplies $ 190 $ 183

4 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Land $ 64 $ 65

3 unchanged sentences

$ 1,178 $ 1,157

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

In June 2024, the Company entered into an agreement for a right of use operating lease for its Corporate headquarters in Atlanta, Georgia, with an initial lease term of 14.5 years.

During the third quarter of 2024, the Company took possession of certain floors of the leased facility and recorded a right of use asset and corresponding lease liability of approximately $ 17 million in the Condensed Consolidated Balance Sheet at September 30, 2024.

The gross minimum contractual aggregate lease payments are approximately $ 106 million.

See Footnote 3 for additional information.

Depreciation expense was $ 43 million and $ 51 million for the three months ended March 31, 2025 and 2024, respectively.

Footnote 6 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the nine months ended September 30, 2024 is as follows (in millions):

September 30, 2024

Goodwill activity for the three months ended March 31, 2025 is as follows (in millions):

March 31, 2025

Segments Net Book Value at December 31, 2024

4 unchanged sentences

$ 3,038 $ 21 $ 3,059 $ 8,239 $ ( 5,180 )

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

The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired and recorded a non-cash impairment charge of $ 241 million as the carrying value of the reporting unit exceeded its fair value.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Accumulated Amortization

Tradenames — indefinite life $ 861 $ — $ 861 $ 844 $ — $ 844

$ 957 $ — $ 957 $ 1,535 $ — $ 1,535

Tradenames — other 534 ( 148 ) 386 531 ( 135 ) 396

551 ( 139 ) 412 232 ( 105 ) 127

Capitalized software 659 ( 542 ) 117 661 ( 543 ) 118

Patents and intellectual property 22 ( 21 ) 1 22 ( 20 ) 2

Customer relationships and distributor channels 1,031 ( 389 ) 642 1,025 ( 375 ) 650

$ 3,085 $ ( 1,079 ) $ 2,006 $ 3,061 $ ( 1,053 ) $ 2,008

(1) In alignment with the Company’s strategy, the Company determined that certain tradenames with aggregate carrying values of $ 322 million no longer met the criteria to be classified as indefinite-lived tradenames effective January 1, 2024.

The estimated useful lives range from 10 to 15 years, which will increase the Company’s annual amortization expense by $ 25 million, approximately $ 6 million quarterly (approximately $ 0.01 net loss per share per quarter).

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

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations.

The Company performed quantitative impairment tests and determined that the indefinite-lived tradenames in the H&CS and L&D segments were impaired.

During the third quarter of 2024, the Company recorded non-cash impairment charges of $ 190 million and $ 70 million for the indefinite-lived tradenames in the H&CS and L&D segments, respectively, as the carrying values exceeded their fair values.

In addition, the Company concluded that a triggering event had occurred for long-lived assets related to its Outdoor and Recreation (“O&R”) segment, as a result of a downward revision of forecasted cash flows primarily due to lower volume and profitability expectations.

As a result, the Company estimated the future cash flows for the asset group and compared the sum of the undiscounted cash flows to the carrying value of the asset group.

The Company concluded that the sum of the undiscounted cash flows was in excess of the asset group’s carrying value.

As such, there was no impairment charge associated with the long-lived assets of the O&R segment.

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

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

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

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

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

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

Amortization expense for intangible assets was $ 32 million and $ 34 million for the three months ended March 31, 2025 and 2024, respectively.

Footnote 7 — Other Accrued Liabilities

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Customer accruals $ 560 $ 601

1 unchanged sentence

Operating lease liabilities 112 110

Accrued interest expense 112 74

Accrued self-insurance liabilities, contingencies and warranty 87 92

Accrued income taxes 58 89

Accrued marketing and freight expenses 59 71

Other 447 499

2 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

3.900 % senior notes due 2025 (1)

10 unchanged sentences

Long-term debt $ 4,523 $ 4,508

(1) Included in short-term debt and current portion of long-term debt at September 30, 2024.

(2) Included in short-term debt and current portion of long-term debt at December 31, 2023.

On February 9, 2024, Moody’s Corporation (“Moody’s”) downgraded the Company’s senior unsecured debt rating to “Ba3”.

As a result of Moody’s downgrade, certain of the Company’s outstanding senior notes currently aggregating to approximately $ 3.1 billion (the “Coupon-Step Notes”) were subject to an interest rate increase of 25 basis points.

The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $ 8 million on an annualized basis (approximately $ 6 million in 2024).

On February 14, 2024, S&P Global Inc.

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

As a result of the S&P downgrade, the Coupon-Step Notes were subject to an additional interest rate increase of 25 basis points.

The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $ 8 million on an annualized basis (approximately $ 6 million in 2024).

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

(1) Included in short-term debt and current portion of long-term debt at March 31, 2025 and December 31, 2024.

Revolving Credit Facility

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

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

On February 7, 2024, the Company, certain of its subsidiaries, as subsidiary borrowers, and certain of its subsidiaries, as subsidiary guarantors, entered into a second amendment to the Credit Revolver agreement (the “Second Amendment”).

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

certain limitations.

See Footnote 1 for further information with respect to the Company’s SCF Programs.

The Company maintains a $ 1.0 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

Under the Credit Revolver, the Company may borrow funds on a variety of interest terms.

The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.

At March 31, 2025 there was $ 870 million of availability based on the value of the pledged collateral prior to giving effect to outstanding borrowings and letters of credit under the Credit Revolver.

The Credit Revolver provides for the issuance of up to $ 150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver.

At September 30, 2024, the Company had $ 170 million of outstanding borrowings under the Credit Revolver and approximately $ 29 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $ 801 million.

At March 31, 2025, the Company had approximately $ 35 million of outstanding standby letters of credit issued against the Credit Revolver and $ 350 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 485 million.

On April 14, 2025, Moody’s Corporation (“Moody’s”) downgraded the Company’s senior unsecured debt rating to “B1”.

As a result of Moody’s downgrade, certain of the Company’s outstanding senior notes aggregating to approximately $ 2.3 billion are subject to an interest rate adjustment of 25 basis points, with such adjustment to take effect in the fourth quarter of this year.

The change to the interest rate due to the downgrade will increase the Company’s interest expense by approximately $ 6 million on an annualized basis (approximately $ 2 million in 2025).

The Company’s $ 1.2 billion, 4.200 % senior notes will be maturing on April 1, 2026 (the “2026 Notes”).

Following the issuance of these financial statements the Company plans to take additional steps to increase its liquidity, including pursuing a refinancing of all or substantially all of the Company’s 2026 Notes prior to their maturity.

The Company believes it will be able to refinance the 2026 Notes prior to maturity in light of its most recent debt refinancing in November 2024, which was significantly oversubscribed.

However, there can be no assurance that such financing would be available on terms acceptable to the Company, or at all.

Absent such a refinancing;

however, the Company will require additional liquidity to continue its operations over the next twelve months from the issuance of these financial statements.

In the event such refinancing is not available to the Company in full or at all, the Company would need to undertake various actions including:

drawing down up to the full available capacity

on the Company’s Credit Revolver;

deferring or eliminating discretionary capital expenditures as well as advertising and promotion expense;

reducing or eliminating future dividends;

and liquidation of certain assets.

The Company believes the aforementioned individual actions or a combination of such actions, its cash generating capability, and available cash and cash equivalents, would provide adequate liquidity to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due, including the 2026 Notes, and execute its ongoing business initiatives over the next twelve months from the issuance of these financial statements.

However, there can be no assurances that the Company will be successful in generating the additional liquidity, through a debt refinancing on terms acceptable to the Company or otherwise, that would be necessary to meet its obligations over the next twelve months from the issuance of these financial statements.

If the Company is unable to make the payment on the 2026 Notes upon maturity, the Company would be in default of such senior notes, which would trigger cross-default provisions within other debt instruments and would have a significant adverse effect on the Company’s business, financial condition and operating results.

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

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Total debt 6.0 % 5.6 %

1 unchanged sentence

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Fair Value Book Value Fair Value Book Value

4 unchanged sentences

The Company does not enter into derivative transactions for trading purposes.

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

Interest Rate Contracts

3 unchanged sentences

Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs.

The settlement of interest rate swaps is included in interest expense.

Fair Value Hedges

At September 30, 2024, the Company had approximately $ 1.1 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

These floating rate swaps are designated as fair value hedges against $ 500 million of principal on the 6.375 % senior notes due 2027, $ 500 million of principal on the 6.625 % senior notes due 2029 and $ 100 million of principal on the 4.000 % senior notes due 2024 for the remaining life of the notes.

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

See Footnote 1 for further information.

The settlement of interest rate swaps is included in interest expense, net in the Condensed Consolidated Statements of Operations.

At March 31, 2025, the Company had approximately $ 1.0 billion notional amount of interest rate swaps due September 2027 and September 2029 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 the principal of the 6.375 % senior notes due 2027 and the 6.625 % senior notes due 2029 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.

1 unchanged sentence

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements.

The Company has three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, with an aggregate notional amount of $ 1.3 billion.

Each of these cross-currency swaps was designated as a net investment hedge of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S.

dollar interest.

The Company has two additional cross-currency swaps, maturing in September 2027 and September 2029, with an aggregate notional amount of $ 1.0 billion.

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

These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $ 2.1 billion.

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 or floating rate of Euro-based interest and receives a fixed or floating rate of U.S.

dollar interest.

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

During the three months ended September 30, 2024 and 2023, the Company recognized income of $ 9 million for both periods and income of $ 26 million and $ 30 million for the nine months ended September 30, 2024 and 2023, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

The Company recognized income of $ 9 million for both the three months ended March 31, 2025 and 2024 in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through June 2025.

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

The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item.

At September 30, 2024, the Company had approximately $ 190 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The 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 (net sales and cost of products sold) in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item.

At March 31, 2025, the Company had approximately $ 331 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions.

At September 30, 2024, the Company had approximately $ 955 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through June 2025.

At March 31, 2025, the Company had approximately $ 753 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through January 2026.

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

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

Fair Value of Derivatives

Assets (Liabilities)

Balance Sheet Location September 30, 2024 December 31, 2023

Derivatives designated as effective hedges:

Cash Flow Hedges

Foreign currency contracts Prepaid expenses and other current assets $ 1 $ 1

Foreign currency contracts Other accrued liabilities ( 4 ) ( 13 )

Fair Value Hedges

Interest rate swaps Other assets 1 —

Interest rate swaps Other accrued liabilities ( 7 ) ( 15 )

Interest rate swaps Other noncurrent liabilities — ( 4 )

Net Investment Hedges

Cross-currency swaps Prepaid expenses and other current assets 13 22

Cross-currency swaps Other assets 13 15

Cross-currency swaps Other accrued liabilities ( 15 ) —

Cross-currency swaps Other noncurrent liabilities ( 114 ) ( 119 )

Derivatives not designated as effective hedges:

Foreign currency contracts Prepaid expenses and other current assets 7 7

Foreign currency contracts Other accrued liabilities ( 11 ) ( 14 )

Total $ ( 116 ) $ ( 120 )

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

September 30, 2024 Three Months

September 30, 2023

Gain/(Loss) Gain/(Loss)

Location of gain /(loss) recognized in income Recognized

(effective portion)

Interest rate swaps Interest expense, net $ — $ ( 1 ) $ — $ ( 2 )

Foreign currency contracts Net sales and cost of products sold ( 3 ) — 6 ( 3 )

Cross-currency swaps Other expense, net ( 88 ) — 86 —

Total $ ( 91 ) $ ( 1 ) $ 92 $ ( 5 )

September 30, 2024 Nine Months

September 30, 2023

Gain/(Loss) Gain/(Loss)

Location of gain (loss) recognized in income Recognized

(effective portion)

Interest rate swaps

Interest expense, net $ — $ ( 4 ) $ — $ ( 4 )

Foreign currency contracts

Net sales and cost of products sold 7 ( 6 ) ( 8 ) 7

Cross-currency swaps

Other expense, net ( 22 ) — 16 —

Total $ ( 15 ) $ ( 10 ) $ 8 $ 3

At September 30, 2024, net deferred losses of approximately $ 1 million within AOCL are expected to be reclassified to earnings over the next twelve months.

During the three months ended September 30, 2024 and 2023, the Company recognized in other expense, net, expense of $ 10 million and income of $ 15 million, respectively and expense of $ 1 million and $ 3 million during the nine months ended September 30, 2024 and 2023, respectively, related to derivatives that are not designated as hedging instruments.

Fair Value Measurements of Derivative Instruments

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 of the fair value hierarchy.

At March 31, 2025 and December 31, 2024, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument.

At March 31, 2025, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other assets, other accrued liabilities, and other noncurrent liabilities of $ 32 million, $ 20 million, $ 11 million, and $ 119 million, respectively, and $ 39 million, $ 38 million, $ 8 million, and $ 64 million, respectively, at December 31, 2024.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at March 31, 2025 and December 31, 2024.

The gain or loss activity related to the Company’s interest rate swaps and foreign currency contract derivative financial instruments, designated or previously designated as effective hedges, recognized in other comprehensive income (effective portion) were not material to any of the periods presented, except for its cross-currency swaps.

The Company recognized loss of $ 88 million and gain of $ 48 million related to the Company’s cross-currency swaps, designated or previously designated as effective hedges, for the three months ended March 31, 2025 and 2024, respectively.

The amount reclassified from AOCL to income has been presented in Footnote 2 .

The gain or loss activity recognized related to derivatives that are not designated as hedging instruments were not material for the periods presented.

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

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

See Footnote 8 for further information describing the guarantee of certain hedging obligations granted pursuant to the Second Amendment of the Credit Revolver.

Footnote 10 — Employee Benefit and Retirement Plans

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

Pension Benefits

International U.S.

International

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

2024 2023 2024 2023 2024 2023 2024 2023

Service cost $ — $ — $ 1 $ — $ — $ — $ 3 $ 2

Interest cost 8 11 2 5 25 34 6 13

Expected return on plan assets ( 12 ) ( 13 ) ( 2 ) ( 3 ) ( 35 ) ( 41 ) ( 5 ) ( 9 )

Amortization — 1 1 4 — 3 1 5

Settlements — — — 61 — — 1 66

Total (income) expense $ ( 4 ) $ ( 1 ) $ 2 $ 67 $ ( 10 ) $ ( 4 ) $ 6 $ 77

Postretirement Benefits

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Interest cost $ 1 $ 1 $ 1 $ 1

Amortization ( 2 ) ( 2 ) ( 4 ) ( 5 )

Total income $ ( 1 ) $ ( 1 ) $ ( 3 ) $ ( 4 )

In January 2024, the Company received a court ruling with respect to determining the benefits certain pensioners related to an international subsidiary were entitled to receive upon converting their defined benefit to a defined contribution.

As the legal proceeding is concluded, the Company reduced its underlying pension obligation by approximately $ 11 million, with a corresponding offset to AOCL.

At March 31, 2025, net deferred gains to be reclassified to earnings over the next twelve months are not expected to be material.

Footnote 10 — Income Taxes

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

The Company’s effective income tax rates for the three months ended March 31, 2025 and 2024 were benefits of 32.7 % and 85.0 %, respectively, due to a decrease in the forecasted tax rate for 2025 that was primarily driven by improved forecasted pretax book income year over year.

The differences between the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and nine months ended September 30, 2024 and 2023 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three months ended March 31, 2025 and 2024 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

based on foreign earnings.

For the three and nine months ended September 30, 2024 these items increased the tax rate more than the prior period due to the lower forecasted pretax book income.

In periods where forecasted pretax income is low, the proportional impact of these items on the effective tax rate may be significant.

The three and nine months ended September 30, 2024 were impacted by certain discrete items.

Income tax benefit for the three months ended September 30, 2024 included discrete benefits of $ 44 million associated with non-cash impairment charges, offset by $ 3 million of additional income tax expense.

The nine months ended September 30, 2024 also included certain discrete items including a benefit of $ 64 million associated with a reduction in liabilities for unrecognized tax benefits, as a result of the tax authorities’ examination of its U.S.

tax returns for the years 2011 to 2015, as further described hereafter, and its Brazil tax returns for the years 2015 to 2017, offset by $ 7 million of additional tax related to withholding taxes associated with certain previously taxed earnings that are no longer indefinitely reinvested, $ 8 million of interest expense associated with uncertain tax liabilities and $ 3 million of additional income tax expense.

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

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

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

pension plan.

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

On May 14, 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the Internal Revenue Service (“IRS”) for the tax years 2011 to 2015.

T he Company agreed to certain adjustments raised by the IRS through the Notice.

Accordingly, the Company has concluded that various income tax positions taken by the Company have been effectively settled, with the exception of the matter the Company intends to dispute as further described hereafter.

The Company will pay the IRS approximately $ 22 million for additional income taxes and interest.

As a result, the Company has reduced its liability for unrecognized tax benefits for this amount, recorded in other noncurrent liabilities in the Condensed Consolidated Balance Sheets, with a corresponding increase to its current income tax liability.

For the period ended March 31, 2025 these items increased the tax rates less than the prior period due to the higher forecasted pretax book income for 2025.

In periods where forecasted pretax income is relatively low, as in 2024, the proportional impact of these items on the effective rate may be significant.

During the three months ended March 31, 2025, the Company finalized its amended 2023 U.S.

federal income tax return and updated its estimate of the 2024 U.S.

federal income tax return.

This resulted in an aggregate reduction in current income taxes payable and an increase in deferred tax liabilities of approximately $ 31 million.

On July 19, 2024, the Company filed a petition in the U.S.

Tax Court disputing the proposed assessment of $ 80 million in additional taxes plus $ 34 million in penalties plus the additional interest calculated upon final settlement related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 to 2015.

Tax Court disputing a proposed assessment by the Internal Revenue Service (“IRS”) of $ 80 million in additional taxes and $ 34 million in penalties plus the additional interest calculated upon final settlement related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 to 2015.

The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result.

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federal jurisdiction and various state and foreign jurisdictions.

The Company’s U.S.

federal income tax returns for 2017 to 2020, as well as certain state and non-U.S.

income tax returns for various years, are under examination.

The statute of limitations for the Company’s U.S.

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Footnote 11 — Weighted Average Shares Outstanding

The computations of the weighted average shares outstanding for the periods indicated are as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Basic weighted average shares outstanding 416.0 414.2 415.3 414.1

Dilutive securities (1)

Diluted weighted average shares outstanding 416.0 414.2 415.3 414.1

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

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

The basic and diluted weighted average shares outstanding for the three months ended March 31, 2025 and 2024 were 416.8 million and 414.7 million, respectively.

The three months ended March 31, 2025 and 2024 excludes 5.9 million and 2.8 million, respectively, of potentially dilutive share-based awards as their effect would have been anti-dilutive.

At March 31, 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

At March 31, 2024, there were 0.7 million dilutive share awards with performance-based targets that were not met and as such, were excluded from the computation of diluted earnings per share.

Footnote 12 — Share-Based Compensation

During the nine months ended September 30, 2024, primarily in connection with its annual grant, the Company granted 1.7 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 13 million.

During the three months ended March 31, 2025, in connection with its annual grant, the Company granted 2.0 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest primarily at the end of a three -year period, subject to continued employment.

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

During the nine months ended September 30, 2024, primarily in connection with its annual grant, the Company also granted 5.8 million time-based RSUs with an aggregate grant date fair value of $ 45 million.

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

Footnote 14 — Fair Value Disclosures

Recurring Fair Value Measurement s

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

September 30, 2024 December 31, 2023

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

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Assets $ — $ 35 $ — $ 35 $ — $ 45 $ — $ 45

Liabilities — ( 151 ) — ( 151 ) — ( 165 ) — ( 165 )

Investment securities, including mutual funds

3 — — 3 14 — — 14

For publicly traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1.

Accordingly, the Company’s derivative instruments are classified as Level 2.

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 fair values of the Company’s debt and derivative instruments are disclosed in Footnote 8 and Footnote 9 , respectively.

In 2019, the Company acquired an equity investment in a publicly traded Asian writing business, which is traded on an active exchange and therefore has a readily determinable fair value.

During the third quarter of 2024, the Company sold all its equity interest in the open market for proceeds of approximately $ 11 million and recorded a loss of approximately $ 2 million within other expense, net in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024.

Nonrecurring Fair Value Measurements

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

The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows.

Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units;

the assignment of assets and liabilities to reporting units;

and the estimation of future cash flows, business growth rates, terminal values and discount rates.

The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates.

Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy.

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

During the third quarter of 2024, indefinite-lived tradenames in the H&CS and L&D segments were recorded at fair value based upon the Company’s impairment testing.

The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company’s intangible assets are discount rates.

The discount rates used in the measurements of the indefinite-lived tradenames were 11.0 % and 7.5 % for the H&CS and L&D indefinite-lived tradenames, respectively.

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

See Footnotes 1 and 6, for further information.

During the three months ended March 31, 2025, primarily in connection with its annual grant, the Company also granted 5.8 million time-based RSUs with an aggregate grant date fair value of $ 41 million.

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

Footnote 13 — Segment Information

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(1) and Ball® TM of Ball Corporation, used under license.

The President and Chief Executive Officer of the Company, who is the Chief Operating Decision Maker (the “CODM”) reviews the businesses as three operating segments:

Home and Commercial Solutions, Learning and Development and Outdoor and Recreation.

This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources.

The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

The CODM evaluates the segments’ operating performance based on segment operating income, defined as net sales minus cost of products sold, segment SG&A (including share-based compensation at target for operating segment employees) and other segment costs.

Segment SG&A includes an allocation of center-led corporate functions including the bonus for such corporate functions based on achieving 100 % of the respective target.

However, the allocation of center-led corporate functions does not include share-based compensation related to such functions.

Any variability in expense from such targets, favorable or unfavorable, is retained at corporate, which would be reflected as a corporate expense.

The CODM considers budget-to-current forecast and prior actuals-to-current forecast variances for segment operating income on a periodic basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The Company’s results by segment are as follows (in millions):

Three months ended March 31, 2025 Three months ended March 31, 2024

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (1)

$ 1,566 $ 812 $ 572 $ 182 $ 1,653 $ 893 $ 559 $ 201

Cost of products sold 1,063 591 334 138 1,149 657 328 164

Segment SG&A 409 222 139 48 399 213 132 54

Other segment costs (2)

3 1 1 1 13 7 5 1

Segment operating income (loss) $ 91 $ ( 2 ) $ 98 $ ( 5 ) $ 92 $ 16 $ 94 $ ( 18 )

Corporate expenses (3)

Operating income $ 21 $ 16

Interest expense, net 72 70

Loss on extinguishment and modification of debt — 1

Other expense, net 4 5

Loss before income taxes $ ( 55 ) $ ( 60 )

(1) All intercompany transactions have been eliminated.

(2) Other segment costs primarily include segment restructuring costs, net (see Footnotes 3 for further information).

(3) Corporate expenses primarily include costs of operating as a public company including retained costs of center-led corporate functions, and corporate restructuring and restructuring-related costs (see Footnote 3 for further information).

In addition, corporate expense includes adjustments, favorable or unfavorable, between the actual bonus achieved versus the bonus at target for center-led corporate functions, as well as adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees.

Depreciation and amortization by segment are as follows (in millions):

Three Months Ended March 31,

Home and Commercial Solutions $ 33 $ 42

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Outdoor and Recreation 7 11

$ 1,947 $ 2,048 $ 5,633 $ 6,057

Operating income (loss) (2)

Corporate 19 16

Assets by segment are as follows at (in millions):

March 31, 2025 December 31, 2024

Home and Commercial Solutions $ 4,141 $ 4,110

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$ 11,279 $ 11,004

September 30, 2024 December 31, 2023

Segment assets

Capital expenditures by segment are as follows (in millions):

Three Months Ended March 31,

Home and Commercial Solutions $ 14 $ 18

2 unchanged sentences

Corporate 32 28

$ 11,773 $ 12,163

(1) All intercompany transactions have been eliminated.

(2) Operating income (loss) by segment is net sales less cost of products sold, SG&A, restructuring and impairment of goodwill, intangibles and other assets.

Certain Corporate expenses of an operational nature are allocated to business segments primarily on a net sales basis.

Corporate depreciation and amortization is allocated to the segments on a percentage of net sales basis and included in segment operating income (loss).

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

The following table disaggregates net sales (1) by major product grouping for the periods indicated (in millions):

Three Months Ended March 31,

Commercial $ 313 $ 324

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Home and Commercial Solutions 812 893

Baby 280 246 751 714

Writing 334 339

2 unchanged sentences

$ 1,566 $ 1,653

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

Three Months Ended September 30,

America International TOTAL North

America International TOTAL

Home and Commercial Solutions $ 691 $ 356 $ 1,047 $ 764 $ 359 $ 1,123

Learning and Development 531 186 717 501 193 694

Outdoor and Recreation 97 86 183 131 100 231

$ 1,319 $ 628 $ 1,947 $ 1,396 $ 652 $ 2,048

Nine Months Ended September 30,

America International TOTAL North

America International TOTAL

(1) All intercompany transactions have been eliminated.

The following table disaggregates net sales (1) by geography for the periods indicated (in millions):

Three Months Ended March 31,

International (2)

Home and Commercial Solutions $ 510 $ 302 $ 812 $ 576 $ 317 $ 893

2 unchanged sentences

$ 1,020 $ 546 $ 1,566 $ 1,076 $ 577 $ 1,653

(1) All intercompany transactions have been eliminated.

(2) Geographic sales information is based on the region from which the products are shipped and invoiced.

Footnote 14 — Litigation and Contingencies

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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, 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.

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

Treasury and the IRS’s temporary regulations under IRC Section 245A, as enacted by the 2017 U.S.

Tax Reform Legislation and IRC Section 954(c)(6) (the “Temporary Regulations”), as well as the August 21, 2020 finalized versions of the Temporary Regulations .

Environmental Matters

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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 September 30, 2024 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 March 31, 2025 was $ 38 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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Lower Passaic River Matter

EPA has issued General Notice Letters to over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), alleging that they are PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA.

The Site is the subject of investigation and remedial activities and related settlement negotiations with the U.S.

The Site is divided into four “operable units,” and the Company Parties have received General Notice Letters in connection with operable Unit 2, which comprises the lower 8.3 miles of the Lower Passaic River and its tributaries (“Unit 2”), and operable Unit 4, which comprises a 17 -mile stretch of the Lower Passaic River and its tributaries (“Unit 4”).

Unit 2 is geographically subsumed within Unit 4.

In October 2021, the U.S.

EPA issued a Record of Decision for an interim remedy for the upper 9 miles of Unit 4, selecting a combination of dredging and capping as the remedial alternative, which the U.S.

EPA estimates will cost $ 441 million in the aggregate.

EPA also performed a Source Control Early Action Focused Feasibility Study for Unit 2, which culminated in a Record of Decision in 2016.

EPA estimates that the selected remedy for Unit 2 set forth in its Record of Decision will cost $ 1.4 billion in the aggregate.

Over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), have been identified as PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA.

The Site is divided into four “operable units,” and the Company Parties have received notice letters in connection with operable Unit 4 and operable Unit 2 (which is geographically subsumed within Unit 4).

EPA has issued records of decision for Units 2 and 4 with selected remedies that are estimated to cost approximately $ 1.8 billion in the aggregate.

In September 2017, the U.S.

EPA announced an allocation process involving roughly 80 Unit 2 General Notice Letter recipients, with the intent of offering cash-out settlements to a number of parties (the “U.S.

EPA Settlement”).

EPA announced an allocation process involving roughly 80 PRPs, with the intent of offering cash-out settlements to a number of parties.

The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties.

On December 16, 2022, the U.S.

EPA simultaneously filed a complaint and lodged a Consent Decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4.

On January 17, 2024, following review of public comments, the U.S.

EPA filed an amended complaint and lodged a modified Consent Decree.

EPA filed a motion to enter the modified Consent Decree on January 31, 2024.

As of the date of this filing, the Company does not expect that its allocation in the U.S.

EPA Settlement relating to Unit 2 and Unit 4, if the settlement is finalized, will be material to the Company.

On January 31, 2024, U.S.

EPA filed a motion to enter a modified 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 (“Consent Decree”), which the court granted on December 18, 2024.

The Court’s order entering the Consent Decree has been appealed.

of the date of this filing, the Company does not expect that its share of payments toward the Consent Decree, if the Consent Decree is upheld following any appellate review, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”) sued over 100 parties, including the Company Parties, in the U.S.

District Court in New Jersey pursuant to CERCLA, requesting cost recovery, contribution, and a declaratory judgement.

The defendants, in turn, filed claims against 42 third-party defendants, and filed counterclaims against OCC (collectively, the “OCC Litigation”).

The primary focus of the OCC Litigation has been certain past and future costs for investigation, design and remediation of Units 2 and 4.

However, OCC has stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S.

District Court in New Jersey pursuant to CERCLA, requesting cost recovery, including past and future costs for investigation, design and remediation of Units 2 and 4, as well as contribution and a declaratory judgement (the “OCC Litigation”).

The defendants, in turn, filed claims against 42 third-party defendants and counterclaims against OCC.

OCC has also stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S.

EPA has selected the Newark Bay remedy.

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

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

On January 5, 2024, the Court granted a motion to extend the

stay pending the Court’s adjudication of the then anticipated, and currently pending, motion to enter the amended Consent Decree embodying the U.S.

EPA Settlement.

The OCC Litigation is stayed pending the Court’s adjudication of the entry of the Consent Decree.

At this time, the Company cannot predict the eventual outcome of the OCC Litigation.

In 2007, the National Oceanic and Atmospheric Administration (“NOAA”), acting as the lead administrative trustee on behalf of itself and the U.S.

Department of the Interior, issued a Notice of Intent to Perform a Natural Resource Damage Assessment to the Company Parties, along with numerous other entities, identifying the recipients as PRPs.

The federal trustees (who now include the United States Department of Commerce, represented by NOAA, and the Department of the Interior, represented by the United States Fish and Wildlife Service) are presently undertaking the Natural Resource Damage Assessment with respect to the Site.

In addition, federal trustees, including the U.S.

Department of Commerce and Department of the Interior, continue to undertake a Natural Resource Damage Assessment with respect to the Site, having previously identified the Company Parties, along with numerous other entities, as PRPs.

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.

5 unchanged sentences

Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations.

In connection with the 2018 sale of The Waddington Group, Novolex Holdings, Inc.

(the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware.

The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group.

In the year ended December 31, 2021, the Company recorded an immaterial reserve to continuing operations in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter.

Further, in connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc.

In connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc.

and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was filed against USPC in 2021.

During the fourth quarter of 2022, the Company recorded an immaterial reserve based on the outcome of a judicial ruling relating to indirect taxes in an international entity.

During the first quarter of 2023, the Company paid the estimated liability to the relevant taxing authorities.

Although the Company cannot predict the ultimate outcome of this contingency with certainty, it believes that any additional amounts it may be required to pay will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 14 .

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

At March 31, 2025, the Company had approximately $ 48 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

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