NEWELL BRANDS INC.
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 31, 2025
NWL$5.47-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0000814453-25-000097
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0000814453-25-000107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 128 current paragraphs.
78 unchanged; 38 reworded; 12 added; 11 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Sale of Equity Interest in Joint Venture
Current report
In August 2025, the Company sold its equity interest in a joint venture for approximately $22 million, subject to customary working capital and other post-closing adjustments, and recorded a pretax gain of approximately $12 million, which was included in other (income) expense, net in the Condensed Consolidated Statements of Operations.
Current report
(1)The three months ended September 30, 2024 includes non-cash impairment charges of $190 million and $70 million for certain indefinite-lived tradenames in the H&CS and L&D segments, respectively. See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information.
Current report
Operating income was $119 million as compared to operating loss of $121 million in the prior year period. The operating results in the prior year period included non-cash impairment charges of $260 million for certain indefinite-lived tradenames in the H&CS and L&D segments. The improvement in the current period also reflects the impact of savings from restructuring actions primarily related to the Realignment Plan and lower incentive compensation expense of approximately $36 million, partially offset by lower gross profit of $63 million and higher advertising and promotion costs of $6 million.
Current report
During the three months ended September 30, 2025, the Company sold its equity interest in a joint venture and realized a pretax gain of $12 million.
Current report
H&CS net sales for the three months ended September 30, 2025 decreased 10%. The net sales decrease in H&CS was driven by soft global demand in the Kitchen business and distribution losses in the Commercial business, as well as the timing of retailer orders for relaunched Home Fragrance products and a decrease in the Company’s retail store sales. In addition, business exits primarily in the Kitchen business unfavorably impacted net sales by approximately 1%. These unfavorable factors were partially mitigated by launches of product innovations. Changes in foreign currency favorably impacted net sales by approximately $5 million, or less than 1%.
Current report
Operating income for the three months ended September 30, 2025 was $40 million as compared to operating loss of $94 million in the prior year. The improvement in operating results is primarily due to the absence of $190 million of non-cash impairment charge for an indefinite-lived tradename in the prior year and savings from restructuring actions mostly related to the Realignment Plan, partially offset by lower gross profit of $53 million, primarily due to the impact of lower sales volume, additional tariffs and inflation.
Current report
O&R net sales for the three months ended September 30, 2025 remained relatively unchanged compared to the same period last year, as soft global demand and business exits were partially offset by contributions from product innovations. Changes in foreign currency favorably impacted net sales by approximately $2 million, or 1%.
Current report
Nine Months Ended September 30, 2025 vs. Nine Months Ended September 30, 2024
Current report
(1)The nine months ended September 30, 2024 includes non-cash impairment charges of $190 million and $70 million for certain indefinite-lived tradenames in the H&CS and L&D segments, respectively. See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information.
Current report
During the nine months ended September 30, 2025, the Company sold its equity interest in a joint venture and realized a pretax gain of $12 million.
Current report
Operating income for the nine months ended September 30, 2025 increased to $424 million as compared to $374 million in the prior-year period. The increase in operating income is primarily due to the absence of $70 million of non-cash impairment charge for an indefinite-lived tradename in the prior year as well as savings from restructuring actions primarily related to the Realignment Plan. These favorable drivers were partially offset by lower gross profit of approximately $19 million, primarily due to additional tariffs and inflation, partially offset by gross productivity and pricing.
Removed paragraphs (11)
Previous report
Debt Issuance and Redemption
Previous report
In May 2025, the Company completed the offering and sale of $1.25 billion of 8.500% senior notes due 2028 (the “2028 Notes”) and received proceeds of approximately $1.23 billion, net of fees and expenses paid. The Company used the proceeds of the offering to fully redeem its outstanding 4.200% senior notes due 2026 (the “2026 Notes”) at a redemption price equal to 100.757% of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date. The total consideration was approximately $1.25 billion. As a result of the redemption, the Company recorded a loss on debt extinguishment of $13 million.
Previous report
Debt Rating Downgrades
Previous report
During the second quarter of 2025, Moody’s Corporation (“Moody’s”) and S&P Global Inc. (“S&P”) downgraded the Company’s senior unsecured debt rating to “B1” and “B+”, respectively. As a result, certain of the Company’s outstanding senior notes are subject to an interest rate adjustment of 25 basis points for each downgrade, or 50 basis points in the aggregate, with such adjustments to take effect in the fourth quarter of this year. The change to the interest rate due to the downgrades will increase the Company’s interest expense by approximately $5 million on an annualized basis (approximately $1 million in 2025).
Previous report
See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information on debt issuance and redemption as well as the debt rating downgrades.
Previous report
H&CS net sales for the three months ended June 30, 2025 decreased 7%, driven by the Kitchen and, to a lesser extent the Commercial business, primarily due to soft global demand and distribution losses. Business exits across the segment also unfavorably impacted net sales by approximately 1%. Pricing actions, including actions to mitigate recently announced tariffs, and contributions from new product launches primarily in the Kitchen and Home Fragrance businesses, partially offset these unfavorable factors. Changes in foreign currency unfavorably impacted net sales by approximately $9 million, or 1%.
Previous report
Operating income for the three months ended June 30, 2025 was $24 million as compared to $48 million in the prior year. The decrease in operating income is due to lower gross profit of $19 million, primarily resulting from unfavorable fixed cost leverage associated with the lower sales volume and inflation, as well as approximately $4 million increase in restructuring-related charges. These unfavorable impacts were partially offset by savings from restructuring actions primarily related to the Realignment Plan.
Previous report
O&R net sales for the three months ended June 30, 2025 decreased 9% primarily due to distribution losses, soft demand and to a lesser extent, business exits. These declines were partially offset by pricing actions, including actions to mitigate recently announced tariffs, and contribution from the launches of product innovation. Changes in foreign currency favorably impacted net sales by approximately $4 million, or 2%.
Previous report
Six Months Ended June 30, 2025 vs. Six Months Ended June 30, 2024
Previous report
Operating income was $192 million as compared to $179 million in the prior year period. The increase reflects the impact of savings from restructuring actions primarily related to the Realignment Plan, lower restructuring and restructuring-related charges of $17 million and lower amortization of tradenames of $4 million, partially offset by lower gross profit of $15 million.
Previous report
Operating income for the six months ended June 30, 2025 increased to $300 million as compared to $299 million in the prior-year period. Operating income increased modestly benefiting from gross productivity and pricing, savings from restructuring actions primarily related to the Realignment Plan, as well as lower restructuring and restructuring-related charges of approximately $7 million, partially offset by inflation.
Reworded paragraphs (38)
Previous wording
In 2023, the Company initiated a multi-year turnaround plan based on a comprehensive capability assessment and a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flow. During 2024, the Company fully deployed its strategy, transitioned to a new operating model, rebuilt its front-end capabilities and continued with its simplification agenda. This strategy is beginning to yield tangible results as evidenced by improving trends in net sales and gross margin expansion.
Current wording
In 2023, the Company initiated a multi-year turnaround plan based on a comprehensive capability assessment and a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flow. During 2024, the Company fully deployed its strategy, transitioned to a new operating model, rebuilt its front-end capabilities and continued with its simplification agenda.
Previous wording
Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative is the organizational realignment (“Realignment Plan”), which was designed 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” strategies the Company initiated in 2023. 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
Current wording
Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative is the organizational realignment (“Realignment Plan”), which was designed 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” strategies the Company initiated in 2023. 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 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. The remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.
Previous wording
Based on the currently announced and imposed tariffs as well as any retaliatory tariffs on U.S. exports, the Company anticipates an incremental cash tariff cost of approximately $155 million in 2025 prior to any offsetting impact from mitigating actions. There will be a timing difference between the operating cash outflow and the recognition of cost of products sold arising from the tariffs. As a result, the Company anticipates recognizing approximately $105 million of incremental costs of products sold (including $10 million in the second quarter) in the Statement of Operations in 2025. The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing. At this time, it is difficult to predict the rate or duration of these tariffs, and there can be no assurance as to the extent to which the Company will be able to offset the impact through mitigation actions. Additional tariffs or further increases to the U.S. tariffs, retaliatory actions taken by other countries, or failure to effectively deploy the Company’s mitigation plans could have a significant negative impact on the Company.
Current wording
Based on the currently announced and imposed tariffs as well as any retaliatory tariffs on U.S. exports, the Company anticipates an incremental cash tariff cost of approximately $180 million in 2025 prior to any offsetting impact from mitigating actions. There will be a timing difference between the operating cash outflow and the recognition of cost of products sold arising from the tariffs. As a result, the Company anticipates recognizing approximately $115 million of incremental costs of products sold (including $10 million in the second quarter and $55 million in the third quarter) in the Consolidated Statement of Operations in 2025. The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing. At this time, it is difficult to predict the rate or duration of these tariffs, and there can be no assurance as to the extent to which the Company will be able to offset the impact through mitigation actions. Additional tariffs or further increases to the U.S. tariffs, retaliatory actions taken by other countries, or failure to effectively deploy the Company’s mitigation plans could have a significant negative impact on the Company.
Previous wording
Net sales for the three months ended June 30, 2025 decreased 5%. Net sales were unfavorably impacted by continued softness in global demand across all segments and net distribution losses in the H&CS and O&R segments. These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments and to a lesser extent in the O&R segment. In addition, pricing actions, including actions to mitigate recently announced tariffs, and shipment timing ahead of the back-to-school season in the L&D segment favorably impacted net sales. Changes in foreign currency unfavorably impacted net sales by $4 million, or less than 1%.
Current wording
Net sales for the three months ended September 30, 2025 decreased 7%. Net sales were unfavorably impacted primarily by continued softness in global demand in the H&CS segment. In addition, net sales were unfavorably impacted by reduced retailer inventory levels primarily in the L&D segment and to a lesser extent in the H&CS segment. These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments. Changes in foreign currency favorably impacted net sales by $11 million, or less than 1%.
Previous wording
Gross profit decreased 2% compared to the prior year. Gross margin improved to 35.4% as compared with 34.4% in the prior year. The improvement in gross margin was driven by gross productivity, pricing actions and lower restructuring-related charges of approximately $6 million, partially offset by the volume impact of lower sales and inflation. Changes in foreign currency exchange rates favorably impacted gross profit by $2 million, or less than 1%.
Current wording
Gross profit decreased 9% compared to the prior year. Gross margin declined to 34.1% as compared with 34.9% in the prior year. The impact of lower sales volume, additional tariffs of approximately $55 million, inflation and approximately $6 million of costs associated with a product recall in the H&CS segment, were partially offset by gross productivity, pricing actions and lower restructuring-related charges of approximately $13 million. Changes in foreign currency exchange rates favorably impacted gross profit by $2 million, or less than 1%.
Previous wording
Notable items, other than those noted above, impacting operating income for the three months ended June 30, 2025 and 2024 were as follows:
Current wording
Notable items, other than those noted above, impacting operating income (loss) for the three months ended September 30, 2025 and 2024 were as follows (in millions):
Previous wording
(1)For the three months ended June 30, 2025, restructuring-related costs reported in cost of products sold and selling, general and administrative expenses (“SG&A”) were $1 million and $5 million, respectively, and primarily relate to facility closures associated with various discrete initiatives as well as previously disclosed but substantially completed restructuring activities. For the three months ended June 30, 2024, restructuring-related costs reported in cost of products sold, SG&A and impairment of other assets were $7 million, $3 million and $6 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives. Restructuring costs were $6 million and $10 million for the three months ended June 30, 2025 and 2024, respectively, primarily related to the Realignment Plan.
Current wording
(2)For the three months ended September 30, 2025, restructuring-related costs reported in selling, general and administrative expenses (“SG&A”) were $3 million and primarily relate to facility closures associated with various discrete initiatives as well as previously disclosed but substantially completed restructuring activities. For the three months ended September 30, 2024, restructuring-related costs reported in cost of products sold and SG&A were $13 million and $5 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives. Restructuring costs were $5 million and $4 million for the three months ended September 30, 2025 and 2024, respectively, primarily related to the Realignment Plan. See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information.
Previous wording
(2)Transaction costs and other for the three months ended June 30, 2025 primarily related to hyperinflationary currency movements. For the three months ended June 30, 2024 transaction and other costs related to hyperinflationary currency movements and to accelerated amortization and write-off of other assets associated with integration projects.
Current wording
(3)Transaction costs and other for the three months ended September 30, 2025 includes expenses for certain legal proceedings and completed divestitures, costs of a product recall (see Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information), fire-related losses and hyperinflationary currency movements. For the three months ended September 30, 2024 transaction and other costs related to hyperinflationary currency movements and to accelerated amortization and write-off of other assets associated with integration projects.
Previous wording
Interest expense, net increased by $6 million due to higher interest rates and lower interest income. The weighted average interest rates for the six months ended June 30, 2025 and 2024 were approximately 6.2% and 5.8%, respectively.
Current wording
Interest expense, net increased by $8 million due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended September 30, 2025 and 2024 were approximately 6.6% and 5.8%, respectively. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Previous wording
Other expense, net for the three months ended June 30, 2025 and 2024 includes the following items:
Current wording
Other (income) expense, net for the three months ended September 30, 2025 and 2024 includes the following items (in millions):
Previous wording
The income tax provision for the three months ended June 30, 2025 was $25 million as compared to $39 million for the three months ended June 30, 2024. The Company’s effective income tax rates for the three months ended June 30, 2025 and 2024 were provision of 35.2% and 46.4% respectively, primarily due to a decrease in the forecasted tax rate for 2025 that was mainly driven by improved forecasted pretax book income year over year. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Current wording
The income tax provision for the three months ended September 30, 2025 was $21 million as compared to benefit of $7 million for the three months ended September 30, 2024. The Company’s effective income tax rates for the three months ended September 30, 2025 and 2024 were provision of 50.0% and benefit of 3.4% respectively. The increase in the tax rate is primarily due to a decrease in discrete benefits in the current period and lower forecasted pretax book income for 2025. In periods where forecasted pretax income is relatively low, the proportional impact of these items on the effective rate may be significant. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Previous wording
L&D net sales for the three months ended June 30, 2025 decreased less than 1%. Net sales in the Writing business increased primarily due to net distribution gains, pricing actions and contributions from launches of product innovations, as well as the timing of back-to-school shipments. Net sales in the Baby business declined primarily due to soft demand in certain markets and net distribution losses, partially offset by pricing actions, including actions to mitigate recently announced tariffs, and contributions from launches of product innovations. Changes in foreign currency favorably impacted net sales by approximately $1 million, or less than 1%.
Current wording
L&D net sales for the three months ended September 30, 2025 decreased 5%. Net sales in the Writing business decreased primarily due to softer international demand and to a lesser extent, a shift of certain order activity to the second quarter, partially offset by contributions from launches of product innovations. Net sales in the Baby business declined primarily due to retailer inventory actions, including delivery preferences shifting away from direct import, partially offset by contributions from launches of product innovations. Changes in foreign currency favorably impacted net sales by approximately $4 million, or 1%.
Previous wording
Operating income for the three months ended June 30, 2025 decreased to $202 million as compared to $205 million in the prior-year period. The decrease in operating income is primarily due to lower gross profit of $7 million, reflecting the impact of lower net sales and inflation, partially offset by gross productivity. The decrease in gross profit was partially offset by lower advertising and promotion costs of approximately $4 million, as well as savings from restructuring actions primarily related to the Realignment Plan.
Current wording
Operating income for the three months ended September 30, 2025 increased to $124 million as compared to $75 million in the prior-year period. The increase in operating income is primarily due to the absence of $70 million of non-cash impairment charge for an indefinite-lived tradename in the prior year as well as savings from restructuring actions primarily related to the Realignment Plan. These favorable drivers were partially offset by lower gross profit of $19 million, reflecting the impact of lower net sales, additional tariffs and inflation.
Previous wording
Operating income for the three months ended June 30, 2025 was $8 million as compared to operating loss of $11 million in the prior-year period. The improvement in operating performance was mainly due to higher gross profit of $12 million driven primarily by gross productivity, pricing actions and mix. Savings from restructuring actions also contributed to the improvement in operating performance.
Current wording
Operating loss for the three months ended September 30, 2025 was $8 million as compared to $23 million in the prior-year period. The improvement in operating performance was mainly due to higher gross profit of $9 million driven primarily by gross productivity, pricing actions and mix. Savings from restructuring actions also contributed to the improvement in operating performance.
Previous wording
Net sales for the six months ended June 30, 2025 decreased approximately 5%. Net sales were unfavorably impacted by soft global demand across all segments and net distribution losses in the H&CS and O&R segments. Business exits, primarily in the H&CS and O&R segments also unfavorably impacted net sales. These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments and to a lesser extent in the O&R segment. In addition, pricing actions and shipment timing ahead of back-to-school season in the L&D segment favorably impacted net sales. Changes in foreign currency unfavorably impacted net sales by $48 million, or 1%.
Current wording
Net sales for the nine months ended September 30, 2025 decreased approximately 6%. Net sales were unfavorably impacted by soft global demand across all segments. Business exits, primarily in the H&CS segment also unfavorably impacted net sales. In addition, net sales were also unfavorably impacted by reduced retailer inventory levels primarily in the L&D segment. These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments and to a lesser extent in the O&R segment. Changes in foreign currency unfavorably impacted net sales by $37 million, or 1%.
Previous wording
Gross profit decreased by approximately $15 million, or 1% compared to the prior year. Gross margin improved to 33.9% as compared with 32.6% in the prior year. The improvement in gross margin was driven by gross productivity, pricing and lower restructuring-related charges of approximately $11 million, or 1%, partially offset by the volume impact of lower sales and inflation. Changes in foreign currency exchange rates unfavorably impacted gross profit by $8 million, or 1%.
Current wording
Gross profit decreased by approximately $78 million, or 4% compared to the prior year. Gross margin improved to 34.0% as compared with 33.4% in the prior year. The improvement in gross margin was driven by gross productivity, pricing and lower restructuring-related charges of approximately $24 million, partially offset by the volume impact of lower sales, additional tariffs of approximately $65 million and inflation. Changes in foreign currency exchange rates unfavorably impacted gross profit by $6 million, or less than 1%.
Previous wording
Notable items, other than those noted above, impacting operating income for the six months ended June 30, 2025 and 2024 were as follows:
Current wording
Notable items, other than those noted above, impacting operating income for the nine months ended September 30, 2025 and 2024 were as follows (in millions):
Previous wording
(1)For the six months ended June 30, 2025, restructuring-related costs reported in cost of products sold and SG&A were $4 million and $16 million, respectively, and primarily relate to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities. For the six months ended June 30, 2024, restructuring-related costs reported in cost of products sold, SG&A and impairment of other assets were $15 million, $8 million and $6 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives. Restructuring costs were $17 million and $36 million for the six months ended June 30, 2025 and 2024, respectively, primarily related to the Realignment Plan.
Current wording
(2)For the nine months ended September 30, 2025, restructuring-related costs reported in cost of products sold and SG&A were $4 million and $19 million, respectively, and primarily relate to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities. For the nine months ended September 30, 2024, restructuring-related costs reported in cost of products sold, SG&A and impairment of other assets were $28 million, $13 million and $6 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives. Restructuring costs were $22 million and $40 million for the nine months ended September 30, 2025 and 2024, respectively, primarily related to the Realignment Plan. See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information.
Previous wording
(2)Transaction costs and other for the six months ended June 30, 2025 primarily related to hyperinflationary currency movements. For the six months ended June 30, 2024 transaction and other costs primarily related to a release of a bad debt reserve due to a recovery of a receivable from an international customer, hyperinflationary currency movements and accelerated amortization and write-off of other assets associated with integration projects.
Current wording
(3)Transaction costs and other for the nine months ended September 30, 2025 includes expenses for certain legal proceedings and completed divestitures, costs of a product recall (see Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information), fire-related losses and hyperinflationary currency movements. For the nine months ended September 30, 2024 transaction and other costs primarily related to a release of a bad debt reserve due to a recovery of a receivable from an international customer, hyperinflationary currency movements and accelerated amortization and write-off of other assets associated with integration projects.
Previous wording
Operating income was $171 million as compared to $163 million in the prior year period. The increase reflects the impact of savings from restructuring actions primarily related to the Realignment Plan, lower restructuring and restructuring-related charges of approximately $8 million and lower advertising and promotion costs of $4 million, partially offset by lower gross profit of $14 million.
Current wording
Operating income was $311 million as compared to $58 million in the prior year period. The operating results in the prior year period included non-cash impairment charges of $260 million for certain indefinite-lived tradenames in the H&CS and L&D segments. The improvement also reflects the impact of savings from restructuring actions primarily related to the Realignment Plan, lower incentive compensation expense of approximately $53 million, lower restructuring and restructuring-related charges of $18 million and lower amortization of tradenames of $5 million, partially offset by lower gross profit of $78 million and higher advertising and promotion costs of $5 million.
Previous wording
Interest expense, net increased by $4 million due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended June 30, 2025 and 2024 were approximately 6.3% and 6.0%, respectively.
Current wording
Interest expense, net increased by $14 million due to higher interest rates and lower interest income. The weighted average interest rates for the nine months ended September 30, 2025 and 2024 were approximately 6.3% and 5.8%, respectively.
Previous wording
The loss on extinguishment of debt of $13 million is related to the redemption of the Company’s 2026 Notes during June 2025.
Current wording
The loss on extinguishment of debt of $13 million is related to the redemption of the Company’s 4.200% senior notes due 2026 (the “2026 Notes”) during June 2025.
Previous wording
Other expense, net for six months ended June 30, 2025 and 2024 includes the following items:
Current wording
Other expense, net for nine months ended September 30, 2025 and 2024 includes the following items (in millions):
Previous wording
The income tax expense for the six months ended June 30, 2025 was $7 million as compared to benefit of $12 million for the six months ended June 30, 2024. The Company’s effective income tax rates for the six months ended June 30, 2025 and 2024 were expense of 43.8% and benefit of 50.0% respectively, as the decrease in the forecasted rate for 2025 primarily driven by improved forecasted pretax book income was offset by a decrease in discrete benefits in the current year. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Current wording
The income tax provision for the nine months ended September 30, 2025 was $28 million as compared to benefit of $19 million for the nine months ended September 30, 2024. The Company’s effective income tax rates for the nine months ended September 30, 2025 and 2024 were provision of 48.3% and benefit of 10.5% respectively. The increase in the tax rate was primarily driven by decrease in discrete benefits in the current year and lower forecasted pretax book income for 2025. In periods where forecasted pretax income is relatively low, the proportional impact of these items on the effective rate may be significant. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Previous wording
H&CS net sales for the six months ended June 30, 2025 decreased 8%, which reflected soft global demand across all businesses, primarily in the Kitchen business, as well as net distribution losses. Business exits also unfavorably impacted net sales by approximately 1%. Pricing actions and contributions from new product launches, partially offset these unfavorable factors. Changes in foreign currency unfavorably impacted net sales by $37 million, or 2%.
Current wording
H&CS net sales for the nine months ended September 30, 2025 decreased 9%, which reflected soft global demand across all businesses. In addition, net sales were unfavorably impacted by distribution losses in the Commercial business, as well as the timing of retailer orders for relaunched Home Fragrance products and a decrease in the Company’s retail store sales. Business exits also unfavorably impacted net sales by approximately 1%. These unfavorable factors were partially mitigated by launches of product innovations. Changes in foreign currency unfavorably impacted net sales by $32 million, or 1%.
Previous wording
Operating income for the six months ended June 30, 2025 was $22 million as compared to $64 million in the prior year. The decrease in operating income is primarily due to lower gross profit of $34 million, resulting from unfavorable fixed cost leverage associated with lower sales volume and inflation, partially offset by gross productivity. The decrease in gross profit was partially offset by savings from restructuring actions primarily related to the Realignment Plan and lower restructuring and restructuring-related charges of $5 million.
Current wording
Operating income for the nine months ended September 30, 2025 was $62 million as compared to operating loss of $30 million in the prior year. The improvement in operating results is primarily due to the absence of $190 million of non-cash impairment charge for an indefinite-lived tradename in the prior year and savings from restructuring actions mostly related to the Realignment Plan. These favorable drivers were partially offset by lower gross profit of $87 million, resulting from unfavorable fixed cost leverage associated with lower sales volume, additional tariffs and inflation, partially offset by gross productivity.
Previous wording
L&D net sales for the six months ended June 30, 2025 increased approximately 1%. Both the Baby and Writing businesses increased modestly due to net distribution gains, pricing actions and contributions from launches of product innovations, as well as favorable timing of back-to-school shipments in the Writing business. Changes in foreign currency unfavorably impacted net sales by $10 million, or 1%.
Current wording
L&D net sales for the nine months ended September 30, 2025 decreased approximately 1%. Net sales in the Writing business decreased primarily due to softer demand, which was partially offset by contributions from launches of product innovations. Changes in foreign currency unfavorably impacted net sales by $6 million, or less than 1%.
Previous wording
O&R net sales for the six months ended June 30, 2025 decreased 9% primarily due to net distribution losses, soft global demand and business exits. These declines were partially offset by pricing actions and contribution from launches of product innovation. Changes in foreign currency unfavorably impacted net sales by $1 million, or less than 1%.
Current wording
O&R net sales for the nine months ended September 30, 2025 decreased 7% primarily due to net distribution losses, soft global demand and business exits. These declines were partially offset by contribution from launches of product innovation. Changes in foreign currency favorably impacted net sales by $1 million, or less than 1%.
Previous wording
Operating income for the six months ended June 30, 2025 was $3 million as compared to operating loss of $29 million in the prior-year period. The improvement in operating performance was due to higher gross profit of $19 million driven primarily by gross productivity, pricing actions and mix. Savings from restructuring actions and lower amortization of certain tradenames of approximately $3 million also contributed to the improvement of operating income.
Current wording
Operating loss for the nine months ended September 30, 2025 was $5 million as compared to $52 million in the prior-year period. The improvement in operating performance was due to higher gross profit of $28 million driven primarily by gross productivity, pricing actions and mix. Savings from restructuring actions and lower amortization of certain tradenames of approximately $5 million also contributed to the improvement of operating income.
Previous wording
At June 30, 2025, the Company had cash and cash equivalents of approximately $219 million, of which approximately $185 million was held by the Company’s non-U.S. subsidiaries.
Current wording
At September 30, 2025, the Company had cash and cash equivalents of approximately $229 million, of which approximately $205 million was held by the Company’s non-U.S. subsidiaries.
Previous wording
Cash, cash equivalents and restricted cash increased (decreased) as follows for the six months ended June 30, 2025 and 2024 (in millions):
Current wording
Cash, cash equivalents and restricted cash increased (decreased) as follows for the nine months ended September 30, 2025 and 2024 (in millions):
Previous wording
The change in net cash used in operating activities reflects higher working capital requirements of the Company due to lapping of prior year reductions, decrease in factored accounts receivable and higher incentive compensation payments in the current year, partially offset by lower restructuring payments.
Current wording
The change in net cash provided by operating activities reflects higher working capital requirements of the Company due to lapping of prior year reductions, the cash impact of additional tariffs and higher incentive compensation payments in the current year, partially offset by lower restructuring payments.
Previous wording
The higher cash used in investing activities was primarily due to higher capital expenditures.
Current wording
The change in net cash used in investing activities was primarily due to $14 million increase in capital expenditures, partially offset by higher proceeds from the sale of divested businesses and investments.
Previous wording
The change in net cash provided by financing activities was due to higher utilization of the Credit Revolver (defined hereafter) during the current period. See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
Current wording
The change in net cash provided by financing activities was primarily due to higher utilization of the Credit Revolver (defined hereafter) during the current period. See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
Previous wording
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 June 30, 2025, there was $989 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.
Current wording
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 September 30, 2025, there was $932 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.
Previous wording
The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At June 30, 2025, the Company had approximately $35 million of outstanding standby letters of credit issued against the Credit Revolver and $495 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $459 million.
Current wording
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, 2025, the Company had approximately $35 million of outstanding standby letters of credit issued against the Credit Revolver and $190 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $707 million.
Previous wording
In May 2025, the Company completed the offering and sale of the 2028 Notes. In June 2025, the Company used the proceeds of the offering to fully redeem its 2026 Notes.
Current wording
In May 2025, the Company completed the offering and sale of 8.500% senior notes due 2028. In June 2025, the Company used the proceeds of the offering to fully redeem its 2026 Notes.
Previous wording
See Recent Developments under this Item 2 and Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statementsfor further information.
Current wording
See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statementsfor further information.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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 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. The remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.
Previous report — wording carried elsewhere
The loss on extinguishment of debt of $13 million is related to the redemption of the Company’s 2026 Notes during June 2025.
Previous report — wording carried elsewhere
See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on interest expense and loss on extinguishment of debt.