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NEWELL BRANDS INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 36-3514169 (State Or Other Jurisdiction of (I.R.S

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NEWELL BRANDS INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 36-3514169 (State Or Other Jurisdiction of (I.R.S Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2020 Commission File Number 1-9608 NEWELL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 36-3514169 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (770) 418-7000 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS TRADING SYMBOL NAME OF EXCHANGE ON WHICH REGISTERED Common stock, $1 par value per share NWL Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Number of shares of common stock outstanding (net of treasury shares) as April 27, 2020: 424.1 million. Table of Contents TABLE OF CONTENTS PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 3. Quantitative and Qualitative Disclosures about Market Risk 48 Item 4. Controls and Procedures 48 PART II. OTHER INFORMATION 51 Item 1. Legal Proceedings 51 Item 1A. Risk Factors 51 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 6. Exhibits 53 SIGNATURES 54 2 Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements NEWELL BRANDS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in millions, except per share data) Three Months Ended March 31, 2020 2019 Net sales $ 1,886 $ 2,042 Cost of products sold 1,269 1,387 Gross profit 617 655 Selling, general and administrative expenses 548 569 Restructuring costs, net 2 11 Impairment of goodwill, intangibles and other assets 1,475 63 Operating income (loss) (1,408) 12 Non-operating expenses: Interest expense, net 63 80 Other expense, net 12 26 Loss before income taxes (1,483) (94) Income tax benefit (204) (20) Loss from continuing operations (1,279) (74) Loss from discontinued operations, net of tax — (77) Net loss $ (1,279) $ (151) Weighted average common shares outstanding: Basic 423.8 423.0 Diluted 423.8 423.0 Loss per share: Basic: Loss from continuing operations $ (3.02) $ (0.18) Loss from discontinued operations — (0.18) Net loss $ (3.02) $ (0.36) Diluted: Loss from continuing operations $ (3.02) $ (0.18) Loss from discontinued operations — (0.18) Net loss $ (3.02) $ (0.36) See Notes to Condensed Consolidated Financial Statements (Unaudited). 3 Table of Contents NEWELL BRANDS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Amounts in millions) Three Months Ended March 31, 2020 2019 Comprehensive loss: Net loss $ (1,279) $ (151) Other comprehensive loss, net of tax Foreign currency translation adjustments (156) (2) Unrecognized pension and postretirement costs (5) (13) Derivative financial instruments 26 (9) Total other comprehensive loss, net of tax (135) (24) Comprehensive loss $ (1,414) $ (175) See Notes to Condensed Consolidated Financial Statements (Unaudited). 4 Table of Contents NEWELL BRANDS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in millions, except par values) March 31, December 31, 2020 2019 Assets: Cash and cash equivalents $ 476 $ 349 Accounts receivable, net 1,398 1,842 Inventories 1,700 1,606 Prepaid expenses and other 343 313 Total current assets 3,917 4,110 Property, plant and equipment, net 1,123 1,155 Operating lease assets, net 561 615 Goodwill 3,483 3,709 Other intangible assets, net 3,567 4,916 Deferred income taxes 873 776 Other assets 379 361 Total assets $ 13,903 $ 15,642 Liabilities: Accounts payable $ 1,036 $ 1,102 Accrued compensation 124 204 Other accrued liabilities 1,152 1,340 Short-term debt and current portion of long-term debt 639 332 Total current liabilities 2,951 2,978 Long-term debt 5,375 5,391 Deferred income taxes 498 625 Long-term operating lease liabilities 503 541 Other noncurrent liabilities 1,097 1,111 Total liabilities 10,424 10,646 Commitments and contingencies (Footnote 18) Stockholders’ equity: Preferred stock (10.0 authorized shares, $1.00 par value, no shares issued at March 31, 2020 and December 31, 2019) — — Common stock (800.0 authorized shares, $1.00 par value, 448.0 shares and 447.1 shares issued at March 31, 2020 and December 31, 2019) 448 447 Treasury stock, at cost (23.9 shares and 23.6 shares issued at March 31, 2020 and December 31, 2019) (596) (590) Additional paid-in capital 8,340 8,430 Retained deficit (3,683) (2,404) Accumulated other comprehensive loss (1,055) (920) Stockholders’ equity attributable to parent 3,454 4,963 Stockholders’ equity attributable to noncontrolling interests 25 33 Total stockholders’ equity 3,479 4,996 Total liabilities and stockholders’ equity $ 13,903 $ 15,642 See Notes to Condensed Consolidated Financial Statements (Unaudited). 5 Table of Contents NEWELL BRANDS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in millions) Three Months Ended March 31, 2020 2019 Cash flows from operating activities: Net loss $ (1,279) $ (151) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 91 87 Impairment of goodwill, intangibles and other assets 1,475 175 Gain from sale of businesses, net (1) (5) Deferred income taxes (234) (47) Stock based compensation expense 8 5 Loss on change in fair value of investments 3 17 Other, net 1 1 Changes in operating accounts excluding the effects of acquisitions and divestitures: Accounts receivable 369 246 Inventories (142) (259) Accounts payable (49) (107) Accrued liabilities and other (219) (162) Net cash provided by (used in) operating activities 23 (200) Cash flows from investing activities: Capital expenditures (58) (58) Other investing activities, net 2 (18) Net cash used in investing activities (56) (76) Cash flows from financing activities: Net receipts of short term debt 305 521 Payments on current portion of long-term debt — (268) Payments on long-term debt (16) (5) Loss on extinguishment of debt — (3) Cash dividends (99) (98) Equity compensation activity and other, net (17) (2) Net cash provided by financing activities 173 145 Exchange rate effect on cash, cash equivalents and restricted cash (24) (1) Increase (decrease) in cash, cash equivalents and restricted cash 116 (132) Cash, cash equivalents and restricted cash at beginning of period 371 496 Cash, cash equivalents and restricted cash at end of period $ 487 $ 364 Supplemental disclosures: Restricted cash at beginning of period $ 22 $ — Restricted cash at end of period 11 — Net cash provided by discontinued operating activities — 8 Net cash used in discontinued investing activities — (8) Capital expenditures for discontinued operations — 8 See Notes to Condensed Consolidated Financial Statements (Unaudited). 6 Table of Contents +NEWELL BRANDS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) (Amounts in millions) Stockholders' Equity Total Common Treasury Additional Paid-In Accumulated Other Attributable to Noncontrolling Stockholders' Stock Stock Capital Retained Deficit Comprehensive Loss Parent Interest Equity Balance at December 31, 2019 $ 447 $ (590) $ 8,430 $ (2,404) $ (920) $ 4,963 $ 33 $ 4,996 Comprehensive loss — — — (1,279) (135) (1,414) — (1,414) Dividends declared on common — — (97) — — (97) — (97) stock Equity compensation, net of tax 1 (6) 7 — — 2 — 2 Distribution to non-controlling — — — — — — (3) (3) interests holder Other — — — — — — (5) (5) Balance at March 31, 2020 $ 448 $ (596) $ 8,340 $ (3,683) $ (1,055) $ 3,454 $ 25 $ 3,479 Stockholders' Equity Total Common Treasury Additional Paid-In Accumulated Other Attributable to Noncontrolling Stockholders' Stock Stock Capital Retained Deficit Comprehensive
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