What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 216 added, 112 removed, 496 unchanged (40% of the section changed)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 1,994 $ 1,935 $ 3,543 $ 3,501

6 unchanged sentences

Interest expense, net 87 82 171 154

Loss on extinguishment and modification of debt — 13 — 13

Other expense, net 1 5 12 9

Loss before income taxes ( 61 ) ( 55 )

Income tax benefit ( 28 ) ( 18 )

Net loss $ ( 33 ) $ ( 37 )

Income before income taxes 195 71 134 16

Income tax provision 89 25 61 7

Net income $ 106 $ 46 $ 73 $ 9

Weighted average common shares outstanding:

1 unchanged sentence

Diluted 430.2 420.9 430.0 421.8

Loss per share:

Earnings per share:

Basic $ 0.25 $ 0.11 $ 0.17 $ 0.02

2 unchanged sentences

Three Months Ended

Net loss $ ( 33 ) $ ( 37 )

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 106 $ 46 $ 73 $ 9

Other comprehensive income (loss), net of tax:

3 unchanged sentences

Total other comprehensive income (loss), net of tax 15 ( 30 ) 31 ( 33 )

Total comprehensive loss $ ( 17 ) $ ( 40 )

Total comprehensive income (loss) $ 121 $ 16 $ 104 $ ( 24 )

See Notes to Unaudited Condensed Consolidated Financial Statements.

27 unchanged sentences

Stockholders’ equity:

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at March 31, 2026 and December 31, 2025)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 456.6 shares and 447.1 shares issued at March 31, 2026 and December 31, 2025, respectively)

Treasury stock, at cost ( 31.7 shares and 27.9 shares at March 31, 2026 and December 31, 2025, respectively)

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at June 30, 2026 and December 31, 2025)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 457.3 shares and 447.1 shares issued at June 30, 2026 and December 31, 2025, respectively)

Treasury stock, at cost ( 31.9 shares and 27.9 shares at June 30, 2026 and December 31, 2025, respectively)

( 662 ) ( 644 )

9 unchanged sentences

(Amounts in millions)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net loss $ ( 33 ) $ ( 37 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income $ 73 $ 9

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 157 154

1 unchanged sentence

Stock based compensation expense 37 33

Loss on extinguishment and modification of debt — 13

Other, net ( 4 ) ( 9 )

2 unchanged sentences

Inventories ( 213 ) ( 59 )

Prepaid expenses and other current assets ( 237 ) 14

Accounts payable 126 ( 39 )

8 unchanged sentences

Proceeds from short-term debt, net 340 455

Payments on current portion of long-term debt — ( 1,235 )

Net proceeds from issuance of long-term debt — 1,235

Debt extinguishment and modification costs — ( 9 )

Cash dividends ( 66 ) ( 60 )

14 unchanged sentences

Stock Treasury

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

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

Balance at March 31, 2026 $ 457 $ ( 662 ) $ 6,781 $ ( 3,260 ) $ ( 974 ) $ 2,342

Comprehensive income — — — 106 15 121

Dividends declared on common stock - $ 0.07 per share

— — ( 31 ) — — ( 31 )

Equity compensation, net of tax — — 19 — — 19

Balance at June 30, 2026 $ 457 $ ( 662 ) $ 6,769 $ ( 3,154 ) $ ( 959 ) $ 2,451

Balance at December 31, 2025 $ 447 $ ( 644 ) $ 6,805 $ ( 3,227 ) $ ( 990 ) $ 2,391

Comprehensive income (loss) — — — ( 33 ) 16 ( 17 )

Comprehensive income — — — 73 31 104

Dividends declared on common stock - $ 0.14 per share

1 unchanged sentence

Equity compensation, net of tax 10 ( 18 ) 26 — — 18

Balance at March 31, 2026 $ 457 $ ( 662 ) $ 6,781 $ ( 3,260 ) $ ( 974 ) $ 2,342

Balance at June 30, 2026 $ 457 $ ( 662 ) $ 6,769 $ ( 3,154 ) $ ( 959 ) $ 2,451

Stock Treasury

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

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

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

Comprehensive income (loss) — — — 46 ( 30 ) 16

Dividends declared on common stock - $ 0.07 per share

— — ( 30 ) — — ( 30 )

Equity compensation, net of tax — ( 1 ) 17 — — 16

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

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

Comprehensive loss — — — ( 37 ) ( 3 ) ( 40 )

Comprehensive income (loss) — — — 9 ( 33 ) ( 24 )

Dividends declared on common stock - $ 0.14 per share

1 unchanged sentence

Equity compensation, net of tax 3 ( 6 ) 30 — — 27

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

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

See Notes to Unaudited Condensed Consolidated Financial Statements.

25 unchanged sentences

Despite the U.S.

Supreme Court ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) tariffs were unconstitutional, the Company continues to deploy a mitigation strategy designed to offset the impact of tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing.

More recently, the Company has experienced an increase in resin and transportation costs largely as a result of higher cost of oil in light of the conflict in the Middle East.

These collective macroeconomic trends, the duration or severity of which are highly uncertain and some of which, such as cost of oil, are more volatile than others, 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.

Supreme Court’s invalidation of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), the Company continues to operate in a highly uncertain trade environment.

Uncertainty persists regarding the potential long-term replacement of IEEPA tariffs and the scope and duration of any such replacement and U.S.

tariffs generally, as well as the risk of retaliatory actions by other countries and the evolving legal landscape.

In addition, the Company continues to experience increases in resin and transportation costs, driven largely by higher oil prices in light of the conflict in the Middle East.

The Company continues to consider mitigating actions to offset the impact of tariff exposure and inflation, including oil price volatility, which include pricing, productivity initiatives, sourcing diversification and in some cases relocation of manufacturing.

These collective macroeconomic trends, the duration or severity of which are highly uncertain and some of which, such as the price of oil, are more volatile than others, 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 Company will continue to monitor these macroeconomic trends and assess whether any of them become more permanent in nature.

The Company will continue to monitor these macroeconomic trends and assess whether any of them become more sustained and therefore permanent in nature.

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, trade policies and tariffs, industry growth, credit ratings, foreign exchange rates, labor inflation and cost of oil.

duration which may require future changes to such estimates and assumptions, including reserves, and which may result in future expense or impairment charges.

In addition, during the fourth quarter of fiscal year 2025, the Company concluded it had experienced a significant sustained decline in its market capitalization as a result of a decrease in its stock price, resulting in the Company’s market capitalization being less than its consolidated stockholders’ equity.

are outside the control of management, including interest rates, cost of capital, tax rates, trade policies and tariffs, industry growth, credit ratings, foreign exchange rates, labor inflation and cost of oil.

Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors, especially if some of the recent inflationary pressures surrounding higher oil costs experience a sustained duration which may require future changes to such estimates and assumptions, including reserves, and which may result in future expense or impairment charges.

The Company's stock price has increased since its most recent annual impairment test, but the Company's market capitalization still remains less than its consolidated stockholders' equity.

As previously disclosed by the Company, the goodwill related to the Company’s Commercial reporting unit and certain indefinite-lived tradenames in its H&CS and L&D segments have fair values within 10 % of their associated carrying values based on the most recent annual impairment test performed in the fourth quarter of fiscal year 2025.

If there are further declines in the Company’s stock price, macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, the Company may need to record non-cash impairment charges, which could be material, in future periods.

If there are further declines in macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, or if the Company experiences a significant sustained decline in the Company's share price, the Company may need to record non-cash impairment charges, which could be material, in future periods.

Seasonal Variations

3 unchanged sentences

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, 2026 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2026.

Accordingly, the Company’s results of operations and cash flows for the three and six months ended June 30, 2026 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2026.

Recent Accounting Pronouncements

19 unchanged sentences

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, 2026 and 2025, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement and received proceeds of $ 566 million and $ 587 million, respectively and collected from customers and remitted to the financial institution approximately $ 540 million in each period.

Outstanding receivables sold under the Customer Receivables Purchase Agreement were approximately $ 270 million at both March 31, 2026 and December 31, 2025.

During the six months ended June 30, 2026 and 2025, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement.

The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

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

2026 2025 2026 2025

Proceeds received $ 803 $ 753 $ 1,369 $ 1,340

Collected from customers and remitted to financial institution 720 620 1,260 1,160

Outstanding receivables sold under the Customer Receivables Purchase Agreement at June 30, 2026 and December 31, 2025 were approximately $ 370 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”).

5 unchanged sentences

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

During the three months ended March 31, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility and received proceeds of $ 233 million and $ 248 million, respectively, and collected from customers and remitted $ 250 million and $ 280 million, respectively to the financial institution.

Outstanding receivables sold under the Receivables Facility at March 31, 2026 and December 31, 2025 were approximately $ 110 million and $ 125 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility.

The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

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

2026 2025 2026 2025

Proceeds received $ 271 $ 295 $ 504 $ 543

Collected from customers and remitted to financial institution 242 269 492 549

Outstanding receivables sold under the Receivables Facility at June 30, 2026 and December 31, 2025 were approximately $ 140 million and $ 125 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.

1 unchanged sentence

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, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Condensed Consolidated Balance Sheets.

Restricted cash related to both programs was $ 42 million and $ 17 million at March 31, 2026 and December 31, 2025, respectively.

Restricted cash related to both programs was $ 24 million and $ 17 million at June 30, 2026 and December 31, 2025, respectively.

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

7 unchanged sentences

Amounts due to suppliers participating in the SF Program are included in accounts payable in the Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program 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 118 days.

Supplier payment terms for those participating in the SF Program averaged approximately 119 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 SF Program (in millions):

2 unchanged sentences

Invoices paid to the third-party vendor ( 27 )

Balance at March 31, 2026

Balance at June 30, 2026

Fair Value Measurements

2 unchanged sentences

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 $ 58 million and $ 81 million at March 31, 2026 and December 31, 2025.

The fair value of such investments was $ 114 million and $ 81 million at June 30, 2026 and December 31, 2025, respectively.

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

2 unchanged sentences

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 three months ended March 31, 2026 (in millions):

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the six months ended June 30, 2026 (in millions):

Adjustment Pension and

5 unchanged sentences

Net current period other comprehensive income 16 9 6 31

Balance at March 31, 2026 $ ( 774 ) $ ( 192 ) $ ( 8 ) $ ( 974 )

Balance at June 30, 2026 $ ( 767 ) $ ( 186 ) $ ( 6 ) $ ( 959 )

(a) Includes income tax provision (benefit) allocated to AOCL as follows $ 14 million, $( 1 ) million, $ 1 million and $ 14 million, respectively.

(b) Income tax provision (benefit) for both the three months ended March 31, 2026 and 2025 were not material.

(b) Income tax provision (benefit) for both the three and six months ended June 30, 2026 and 2025 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 three months ended March 31, 2026 and 2025 were not material for any of the periods presented.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the three and six months ended June 30, 2026 and 2025 were not material for any of the periods presented.

Footnote 3 — Restructuring

6 unchanged sentences

In addition, the Company closed approximately 20 Yankee Candle stores in the U.S.

and Canada in January 2026 as

part of a retail optimization initiative aligned with modern consumer shopping behaviors and the Company's multi-channel strategy.

and Canada in January 2026 as part of a retail optimization initiative aligned with modern consumer shopping behaviors and the Company's multi-channel strategy.

The Company expects to record $ 75 million to $ 90 million of restructuring and restructuring-related charges in connection with the Productivity Plan, primarily for severance and associated costs, with most of the charges to be recognized by the end of 2026.

In connection with the Productivity Plan, the Company recorded restructuring costs of $ 6 million and a nominal amount of restructuring-related costs for the three months ended March 31, 2026.

Since inception of the Productivity Plan, the Company has incurred $ 41 million and $ 5 million of restructuring and restructuring-related costs, respectively.

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

Ended Six Months Ended Incurred since inception

June 30, 2026

Restructuring costs $ 9 $ 15 $ 50

Restructuring-related costs 1 1 6

Total $ 10 $ 16 $ 56

Other Restructuring and Restructuring-Related Costs

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Restructuring costs $ 1 $ 6 $ 2 $ 17

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Home and Commercial Solutions $ 2 $ 1 $ 4 $ 2

2 unchanged sentences

Corporate 6 4 10 12

Accrued restructuring costs related to all restructuring activities for the three months ended March 31, 2026 were as follows (in millions):

$ 10 $ 6 $ 17 $ 17

Accrued restructuring costs related to all restructuring activities for the six months ended June 30, 2026 were as follows (in millions):

Balance at December 31, 2025 $ 34

1 unchanged sentence

Payments ( 31 )

Balance at March 31, 2026 $ 18

Balance at June 30, 2026 $ 20

Footnote 4 — Inventories

Inventories are comprised of the following (in millions):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials and supplies $ 194 $ 165

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land $ 67 $ 68

3 unchanged sentences

$ 1,175 $ 1,209

Depreciation expense was $ 46 million and $ 43 million for the three months ended March 31, 2026 and 2025, respectively.

Depreciation expense was $ 47 million for each of the three months ended June 30, 2026 and 2025 and $ 93 million and $ 90 million for the six months ended June 30, 2026 and 2025, respectively.

Footnote 6 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the three months ended March 31, 2026 is as follows (in millions):

March 31, 2026

Goodwill activity for the six months ended June 30, 2026 is as follows (in millions):

June 30, 2026

Segments Net Book Value at December 31, 2025

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accumulated Amortization

9 unchanged sentences

The financial statement impact associated to such change will not be material to the Company’s Condensed Consolidated Statement of Operations.

Amortization expense for intangible assets was $ 33 million and $ 32 million for the three months ended March 31, 2026 and 2025, respectively.

Footnote 7 — Other Accrued Liabilities

Amortization expense for intangible assets was $ 31 million and $ 32 million for the three months ended June 30, 2026 and 2025, respectively and $ 64 million for each of the six months ended June 30, 2026 and 2025.

Footnote 7 — Supplemental Balance Sheet Information

Prepaid expenses and other current assets are comprised of the following (in millions):

June 30, 2026 December 31, 2025

Other receivables (a)

Prepaid expenses 93 76

Restricted cash 24 17

(a) Balance at June 30, 2026 includes the IEEPA Tariffs refund.

See Footnote 14 for additional information.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Customer accruals $ 532 $ 616

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

6.375 % senior notes due 2027

9 unchanged sentences

Long-term debt $ 4,536 $ 4,543

(a) Included in short-term debt and current portion of long-term debt at March 31, 2026 and December 31, 2025.

(a) Included in short-term debt and current portion of long-term debt at June 30, 2026 and December 31, 2025.

Revolving Credit Facility

The Company maintains a $ 1.00 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, 2026, there was $ 789 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

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 March 31, 2026, the Company had approximately $ 37 million of outstanding standby letters of credit issued against the Credit Revolver and $ 425 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 327 million.

Through July 30, 2026 the Company maintained a $ 1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

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

The Credit Revolver agreement (i) required 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) required the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) required 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 was 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 June 30, 2026, there was $ 969 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

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

At June 30, 2026, the Company had approximately $ 48 million of outstanding standby letters of credit issued against the Credit Revolver and $ 470 million of outstanding borrowings under the Credit Revolver, resulting in a net availability of approximately $ 451 million.

See Footnote 15 for information on the refinance and replacement of the Credit Revolver with the New ABL Credit Agreement (as defined hereafter).

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 8.500 % notes due 2028, 6.375 % notes due 2030 and 6.625 % notes due 2032 containing additional covenants as described in Footnote 8 of the Notes to the Consolidated Financial Statements in the Company’s most recent Annual Report on Form 10-K, filed on February 13, 2026.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Total debt 6.8 % 6.3 % 6.8 % 6.2 %

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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Fair Value Book Value Fair Value Book Value

11 unchanged sentences

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

At March 31, 2026, the Company had approximately $ 1.00 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.

At June 30, 2026, the Company had approximately $ 1.00 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.

6 unchanged sentences

The Company has elected the spot method to assess hedge effectiveness.

During the first quarter of 2026, the Company partially undesignated one cross-currency swap prior to its September 2027 maturity, which had a notional amount of $ 112 million.

Also, during the first quarter of 2026, the Company entered into two cross-currency swap agreements with an aggregate notional amount of $ 145 million, which mature in February 2027.

During the first and second quarters of 2026, the Company partially undesignated one cross-currency swap prior to its September 2027 maturity.

The swaps had notional amounts of approximately $ 112 million and $ 47 million, respectively.

During the first quarter of 2026, the Company entered into two cross-currency swap agreements with an aggregate notional amount of $ 145 million, which mature in February 2027.

These swaps are designated as net investment hedges of the Company’s foreign currency exposure related to its net investment in certain Hong Kong dollar- and New Zealand dollar-functional currency subsidiaries.

Under the terms of these swaps, the Company pays fixed interest in the respective local currencies and receives fixed interest in U.S.

The Company recognized income of $ 7 million and $ 9 million during the three months ended March 31, 2026 and 2025, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

During the three months ended June 30, 2026 and 2025, the Company recognized income of $ 6 million and $ 8 million, respectively and during the six months ended June 30, 2026 and 2025, recognized income of $ 13 million and $ 17 million respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through December 2026.

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

At March 31, 2026, the Company had approximately $ 162 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

At June 30, 2026, the Company had outstanding forward foreign currency contracts with notional amount of approximately $ 261 million 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 March 31, 2026, the Company had approximately $ 1.05 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through March 2027.

At June 30, 2026, the Company had approximately $ 1.07 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through June 2027.

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.

2 unchanged sentences

Accordingly, the Company’s derivative instruments are classified as Level 2 of the fair value hierarchy.

At March 31, 2026 and December 31, 2025, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At March 31, 2026, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 16 million, $ 59 million and $ 171 million (including cross-currency swaps of $ 165 million), respectively.

At June 30, 2026 and December 31, 2025, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At June 30, 2026, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 18 million, $ 52 million and $ 168 million (including cross-currency swaps of $ 156 million), respectively.

At December 31, 2025, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 13 million, $ 68 million, and $ 196 million (including cross-currency swaps of $ 192 million), respectively.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at March 31, 2026 and December 31, 2025.

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 gain of $ 40 million and loss of $ 88 million for the three months ended March 31, 2026 and 2025, respectively.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at June 30, 2026 and December 31, 2025.

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 and recognized in other comprehensive income (effective portion) were not material to any of the periods presented, except for cross-currency swaps.

For the three months ended June 30, 2026 and 2025, the Company recognized gain of $ 21 million and loss of $ 201 million, respectively, related to its cross-currency swaps, and for the six months ended June 30, 2026 and 2025, recognized a gain of $ 61 million and loss of $ 289 million, respectively.

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

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

At March 31, 2026, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

At June 30, 2026, net deferred losses 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 were a benefit of 45.9 % and 32.7 % for the three months ended March 31, 2026 and 2025, respectively, reflecting a year-over-year decrease in forecasted pretax book income combined with an increase in income tax benefits.

The Company’s effective income tax rates for the three months ended June 30, 2026 and 2025 were a provision of 45.6 % and 35.2 %, respectively, and for the six months ended June 30, 2026 and 2025 were provision of 45.5 % and

43.8 %, respectively, reflecting a year-over-year increase in forecasted pretax book income combined with a decrease in income tax benefits.

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 months ended March 31, 2026 and 2025 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and six months ended June 30, 2026 and 2025 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 period ended March 31, 2026, these items increased the tax rates more than the prior period due to the lower forecasted pretax book income for 2026 combined with the increase in income tax deductions based on foreign derived earnings resulting from tax law changes associated with the One Big Beautiful Act.

In periods where forecasted pretax income is relatively low, 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 $ 31 million.

The three and six months ended June 30, 2026 were impacted by certain discrete items.

Income tax expense for the three months ended June 30, 2026 included a discrete expense of $ 24 million, primarily attributable to the tax effect of IEEPA Tariffs refund recognized during the quarter related to amounts previously expensed in 2025.

The Company files numerous consolidated and separate income tax returns in the U.S.

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With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016.

During the second quarter of 2026, the Company received notification from the Internal Revenue Service (“IRS”) of its intent to examine the Company's federal income tax returns for tax years 2021 through 2024.

Other Matters

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

Tax Court disputing a proposed assessment by the Internal Revenue Service (“IRS”) of $ 80 million in additional taxes and approximately $ 34 million in penalties plus additional interest to be 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 through 2015.

Tax Court disputing a proposed assessment by the IRS of $ 80 million in additional taxes and approximately $ 34 million in penalties plus additional interest to be 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 through 2015.

The Company believes it has recorded adequate reserves for any adjustments that may ultimately result.

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Footnote 11 — Weighted Average Shares Outstanding

The basic and diluted weighted average shares outstanding for the three months ended March 31, 2026 and 2025 were 421.6 million and 416.8 million, respectively.

For the three months ended March 31, 2026 and 2025, 8.2 million and 5.9 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.

At March 31, 2026 and 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Basic weighted-average shares outstanding 425.2 417.8 423.4 417.3

Dilutive securities 5.0 3.1 6.6 4.5

Diluted weighted-average shares outstanding 430.2 420.9 430.0 421.8

At June 30, 2026 and 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

The computation of diluted weighted-average shares outstanding excludes approximately 8.6 million and 11.5 million potential common shares for the three and six months ended June 30, 2026, respectively and approximately 18.4 million and 12.6 million potential common shares for the three and six months ended June 30, 2025, respectively, as their effect would have been anti-dilutive.

Footnote 12 — Share-Based Compensation

During the three months ended March 31, 2026, primarily in connection with its annual grant, the Company granted 3.2 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

During the six months ended June 30, 2026, primarily in connection with its annual grant, the Company granted 3.2 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 15 million.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest approximately 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 three months ended March 31, 2026, primarily in connection with its annual grant, the Company also granted 9.0 million time-based RSUs with an aggregate grant date fair value of $ 41 million.

During the six months ended June 30, 2026, primarily in connection with its annual grant, the Company also granted 9.6 million time-based RSUs with an aggregate grant date fair value of $ 44 million.

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

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

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4 2 1 1 2 1 — 1

Segment operating income $ 361 $ 49 $ 308 $ 4 $ 234 $ 24 $ 202 $ 8

Corporate expenses (c)

Operating income $ 283 $ 171

Interest expense, net 87 82

Loss on extinguishment and modification of debt — 13

Other expense, net 1 5

Income before income taxes $ 195 $ 71

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Net sales (a)

$ 3,543 $ 1,683 $ 1,445 $ 415 $ 3,501 $ 1,704 $ 1,381 $ 416

Cost of products sold 2,218 1,191 725 302 2,313 1,228 776 309

Segment SG&A 859 442 302 115 858 452 304 102

Other segment costs (b)

7 4 2 1 5 2 1 2

Segment operating income (loss) $ 459 $ 46 $ 416 $ ( 3 ) $ 325 $ 22 $ 300 $ 3

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Interest expense, net 171 154

Loss on extinguishment and modification of debt — 13

Other expense, net 12 9

Loss before income taxes $ ( 61 ) $ ( 55 )

Income before income taxes $ 134 $ 16

(a) All intercompany transactions have been eliminated.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Home and Commercial Solutions $ 36 $ 38 $ 73 $ 71

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Corporate 18 16 37 35

$ 78 $ 79 $ 157 $ 154

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Home and Commercial Solutions $ 19 $ 22 $ 35 $ 36

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Corporate 17 20 28 52

$ 47 $ 59 $ 84 $ 118

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Home and Commercial Solutions $ 3,901 $ 3,771

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Commercial $ 327 $ 332 $ 624 $ 645

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Home and Commercial Solutions 903 892 1,683 1,704

Baby 264 238 516 476

Writing 587 571 929 905

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

America International TOTAL North

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$ 1,340 $ 654 $ 1,994 $ 1,283 $ 652 $ 1,935

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

America International TOTAL North

America International TOTAL

Home and Commercial Solutions $ 1,034 $ 649 $ 1,683 $ 1,064 $ 640 $ 1,704

Learning and Development 1,104 341 1,445 1,040 341 1,381

Outdoor and Recreation 197 218 415 199 217 416

$ 2,335 $ 1,208 $ 3,543 $ 2,303 $ 1,198 $ 3,501

(a) All intercompany transactions have been eliminated.

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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 March 31, 2026 was $ 32 million which is included in other accrued liabilities and other noncurrent liabilities in the Consolidated Balance

The Company’s estimate of environmental remediation costs associated with these matters at June 30, 2026 was $ 31 million which is included in other accrued liabilities and other noncurrent liabilities in the 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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Based on currently known facts and circumstances, the Company does not believe that the Lower Passaic River matter is reasonably likely to have a material impact on the Company’s results of operations.

However, in the event of one or more adverse determinations related to this matter, including the OCC Litigation and Natural Resource Damage Assessment noted above (for which the Company cannot currently estimate the range of possible losses), it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.

However, in the event of

one or more adverse determinations related to this matter, including the OCC Litigation and Natural Resource Damage Assessment noted above (for which the Company cannot currently estimate the range of possible losses), it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.

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

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On February 20, 2026, the U.S.

Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs, invalidating tariffs imposed in 2025 under that statute (“IEEPA Tariffs”).

The ruling did not address the availability, timing or mechanics of any potential refunds related to tariffs previously collected, and the outcome of any related administrative or legal processes remains uncertain.

Following the ruling, the U.S.

administration implemented new tariffs under alternative statutory authority, including Section 122 of the Trade Act of 1974, which permits temporary import surcharges subject to statutory limits and duration requirements.

In April 2026, the U.S.

Court of International Trade (“CIT”) issued an order for the U.S.

Customs and Border Protection (“CBP”) to treat the IEEPA Tariffs as unlawful and administer affected import entries accordingly.

As a result of the order, the CBP must recalculate duties without the IEEPA tariffs and ensure that importers of record receive the benefit of the Supreme Court ruling in the form of refunds for such amounts paid and interest.

administration has until June 2026 to appeal that order.

During the year 2025, the Company paid approximately $ 120 million of IEEPA Tariffs.

The Company is evaluating the impact of the Supreme Court ruling and the subsequent order issued by the CIT, and is monitoring related developments from the CBP regarding its plan to process refunds to importers of record, including the launch on April 20, 2026 of the CBP's Consolidated Administration and Processing of Entries (“CAPE”) system for submitting refund claims, as well as the administration’s decision on whether or not to appeal the CIT’s order.

As of March 31, 2026, the Company has not recorded a receivable related to potential refunds for IEEPA Tariffs paid by the Company.

The ultimate resolution of this matter, including the administration’s decision to appeal the CIT’s order, the extent and manner in which costs previously incurred and paid may be recoverable through the CBP, and the timing of any potential recovery remains uncertain.

Supreme Court ruled that IEEPA does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (“IEEPA Tariffs”).

The ruling, however, did not address the availability, timing or mechanics of potential refunds.

On March 4, 2026, the U.S.

Court of International Trade (“CIT”) directed U.S.

Customs and Border Protection (“CBP”) to facilitate refunds of IEEPA Tariffs.

Subsequently, CBP commenced development of a process to facilitate the refund of previously paid IEEPA Tariffs, including applicable interest.

Since the invalidation of the IEEPA Tariffs, the U.S.

presidential administration has imposed additional new tariffs affecting the Company on a temporary basis under Section 122 of the Trade Act of 1974 and on a long-term basis under Section 301 of the Trade Act of 1974 and has also proposed the imposition of additional tariffs under Section 301.

The Company paid approximately $ 120 million and $ 20 million of IEEPA Tariffs during 2025 and 2026, respectively.

The Company evaluated the probability and recoverability of IEEPA Tariffs previously paid and concluded that recovery was probable.

Accordingly, during the second quarter of 2026, the Company recorded a receivable for the amounts previously paid, representing its best estimate of the expected refund for IEEPA Tariffs, with a corresponding reduction primarily to cost of products sold.

During the second quarter of 2026, the Company recorded a pretax benefit of approximately $ 100 million related to IEEPA Tariffs expensed in the Company's Condensed Consolidated Statement of Operations in 2025 and a $ 38 million pretax benefit related to IEEPA Tariffs expensed in the Company’s Condensed Consolidated Statement of Operations for the six months ended June 30, 2026 (including $ 26 million expensed during the first quarter of 2026).

The aggregate IEEPA Tariffs receivable and an immaterial amount of interest, were recorded within prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of June 30, 2026.

See Footnote 7 for additional information.

The Company has been named as a defendant in two putative class action lawsuits filed on May 22, 2026 and July 6, 2026 in the United States District Court for the Northern District of Georgia, alleging that the Company received windfall profits due to price increases taken in response to the invalidated IEEPA Tariffs and seeking a return of the above described IEEPA Tariff refund to affected consumers.

The Company intends to vigorously defend this litigation.

Other Matters

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

At March 31, 2026, the Company had approximately $ 49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

See Footnote 10 for information concerning certain proceedings currently pending in the U.S.

At June 30, 2026, the Company had approximately $ 59 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

Footnote 15 — Subsequent Event

On July 30, 2026 (the “Closing Date”), the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors (the “New Guarantors”), entered into a five-year asset-based revolving facility (the “New ABL Credit Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to an ABL credit agreement governing the New ABL Credit Facility (the “New ABL Credit Agreement”).

The New ABL Credit Agreement provides for the New ABL Credit Facility in the amount of up to $ 800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property.

The New ABL Credit Agreement also includes an uncommitted accordion feature whereby the Company can request certain lenders to increase commitments under the New ABL Credit Facility by an aggregate amount not to exceed $ 500 million subject to certain conditions.

Borrowings under the New ABL Credit Agreement may be used for working capital needs and other general corporate purposes, including, on the Closing Date, the repayment and replacement of the Credit Revolver.

On the Closing Date, the Company incurred $ 490 million of borrowings and used $ 490 million of such borrowings under the New ABL Credit Agreement to repay borrowings under and refinance and replace the Credit Revolver.

The New ABL Credit Agreement (i) requires the Company to satisfy a Consolidated Fixed Charge Coverage Ratio (as defined in the New ABL Credit Agreement) if borrowings exceed certain levels relative to capacity on each date during certain compliance testing periods and (ii) requires the Company and the New Guarantors to grant a lien and security interest in certain assets consisting of, without limitation, deposit accounts, accounts receivable, inventory, equipment, intellectual property and certain other assets related to the foregoing in Eligible Jurisdictions (as defined in the New ABL Credit Agreement).

The New ABL Credit Facility matures on the earlier of (i) July 30, 2031, as such date may be extended in accordance with the New ABL Credit Agreement, and (ii) solely to the extent that any indebtedness in an aggregate principal amount of $ 125 million or more (“Material Indebtedness”) is outstanding as of the 91 st day prior to the then earliest scheduled maturity date of such Material Indebtedness and each day thereafter until and including the scheduled maturity date of such Material Indebtedness, the date that is 91 days prior to the then-stated maturity date of such Material Indebtedness.

In addition to outstanding borrowings under the New ABL Credit Facility, availability under the New ABL Credit Facility is subject to change in accordance with the terms of the New ABL Credit Agreement, including in response to changes in the Company’s borrowing base or outstanding letters of credit under the New ABL Credit Facility.

At the Closing Date, there was $ 754 million of availability under the New ABL Credit Facility, based on the borrowing base and prior to giving effect to outstanding borrowings and letters of credit.

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

As of the Closing Date, the Company had approximately $ 48 million of outstanding standby letters of credit issued against the New ABL Credit Facility and $ 490 million of outstanding borrowings under the New ABL Credit Facility, resulting in a net availability of approximately $ 216 million.

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