Current Report Filing (8-k)
November 09 2018 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 9, 2018
NEWELL BRANDS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9608
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36-3514169
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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221 River Street
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201)
610-6600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
Item 2.02.
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Results of Operations and Financial Condition.
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On November 2, 2018, Newell Brands Inc. (the Company) issued a press release to report the Companys earnings for the
fiscal quarter ended September 30, 2018 (the Third Quarter 2018 Earnings Release). On November 7, 2018, subsequent to the issuance of the Third Quarter 2018 Earnings Release, the Company announced its entry into definitive
agreements to sell its Pure Fishing and Jostens businesses (the Divestitures). Therefore, the impact of the final transaction structures of the Divestitures will be reported in the quarterly report on Form
10-Q
for the third quarter of 2018 (the Third Quarter 2018 Form
10-Q). Additionally,
the Company is presenting updates to some of the
results reported in the Third Quarter Earnings Release to reflect revisions to the impairment charge related to the carrying value of discontinued operations and a revision of the classification of deferred income taxes from discontinued operations
to continuing operations. These adjustments do not impact the
Non-GAAP
results, as presented in the Third Quarter 2018 Earnings Release as well as net cash provided by operating activities.
For ease of reference, the Company has included, in the attached Exhibit 99.1, a comparison of the results for three months and nine months
ended September 30, 2018 presented in the Third Quarter 2018 Earnings Release and the revised results it expects to present in the Third Quarter 2018 Form
10-Q.
The information in this Form
8-K
shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, regardless of any general incorporation language in such
filing.
Item 9.01.
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Financial Statements and Exhibits.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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NEWELL BRANDS INC.
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Dated: November 9, 2018
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By:
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/s/ Ralph J. Nicoletti
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Ralph J. Nicoletti
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Executive Vice President, Chief Financial Officer
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