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NEWELL BRANDS INC.

For the period ended Sep 30, 2026. Filed Oct 30, 2026.

View on SEC.gov

About 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, 2026 · Filed Oct 30, 2026

NWL$5.47-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-31.

0000814453-26-000029

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-30.

0000814453-26-000038

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 123 previous paragraphs and 144 current paragraphs.

69 unchanged; 41 reworded; 33 added; 10 removed; 3 previous and 1 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 (33)

Current report

In August 2026, the Company completed the offering and sale of $600 million of 6.250% senior notes due 2031 (the “2031 Notes”) and received proceeds of approximately $592 million, net of fees and expenses paid. The Company used the proceeds of the offering to fully redeem its outstanding 6.375% senior notes due 2027 (the “2027 Notes”) at a redemption price equal to 101.530% of the outstanding aggregate principal amount of the notes. The total consideration was approximately $508 million. The Company also paid accrued and unpaid interest to, but not including, the redemption date.

Current report

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the ABL Credit facility and on debt issuance and redemption.

Current report

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”). On September 2, 2026, the Company and the financial institution amended the Customer Receivables Purchase Agreement to reduce the purchase limit for eligible accounts receivable from $700 million to $625 million and granted the financial institution a first-priority lien and the right of set-off (as defined in the agreement). The amendment became effective September 14, 2026.

Current report

On October 2, 2026, the Company renewed and amended its three-year factoring agreement with a financial institution to sell certain customer receivables through a wholly-owned special purpose entity of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”). Certain terms of the Receivables Facility were also amended as part of the renewal, which included among others: the scheduled termination date was extended to October 1, 2027; the facility limit on the factored receivables outstanding was adjusted to $75 million; obligor concentration limits were increased; and the debt rating criteria were adjusted.

Current report

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the three and nine months ended September 30, 2026, the Company recorded a non-cash impairment charge of $101 million, as the carrying value of the tradename exceeded its fair value. See Footnotes 1 and 6 of the Notes to Unaudited Condensed Consolidated Financial Statements and Significant Accounting Policies and Estimatesfor additional information.

Current report

Net sales for the three months ended September 30, 2026 increased approximately 4%. The increase was driven by higher net sales in the H&CS segment and to a lesser extent in the L&D segment, which were partially offset by a decline in the O&R segment. Net sales increased primarily due to contributions from launches of product innovation and distribution gains. Changes in foreign currency favorably impacted net sales by $8 million, or less than 1%.

Current report

Gross profit increased by approximately $33 million, or 5% compared to the prior year, primarily reflecting higher net sales in the H&CS and L&D segments and gross productivity, partially offset by inflationary pressures. Gross margin improved to 34.7% as compared with 34.1% in the prior year.

Current report

(a)See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current report

The $16 million loss on the extinguishment of debt for the three months ended September 30, 2026, relates to the redemption of the Company’s 2027 Notes and the refinancing and replacement of the Company’s $1.00 billion senior secured revolving credit facility maturing in August 2027 (the “Credit Revolver”).

Current report

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information regarding interest expense and the loss on extinguishment of debt.

Current report

Operating loss for the three months ended September 30, 2026 was $37 million as compared to operating income of $40 million in the prior year. Operating results were negatively impacted by a non-cash impairment charge of $101 million for an indefinite-lived intangible asset, partially offset by improvement in gross profit primarily due to higher net sales and gross productivity, which more than offset inflationary pressures, as well as savings from restructuring actions related to the Productivity Plan.

Current report

Operating income for the three months ended September 30, 2026 increased to $137 million as compared to $124 million in the prior-year period, reflecting $17 million of improvement in gross profit due to gross productivity, partially offset by inflationary pressures, and higher advertising and promotion costs to support new product launches.

Current report

O&R net sales for the three months ended September 30, 2026 decreased approximately 8%, mainly reflecting weaker demand and product line exits, partially offset by launches of product innovations. Changes in foreign currency had an immaterial impact to net sales.

Current report

Nine Months Ended September 30, 2026 vs. Nine Months Ended September 30, 2025

Current report

(a)See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current report

The $16 million loss on the extinguishment of debt for the nine months ended September 30, 2026, relates to the redemption of the Company’s 2027 Notes and the refinancing and replacement of the Credit Revolver. The $13 million loss on the extinguishment of debt for the nine months ended September 30, 2025, was related to the redemption of the Company’s 4.200% senior notes due 2026.

Current report

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information regarding interest expense and the loss on extinguishment of debt.

Current report

During the third quarter of 2026, the Company entered into a new ABL Credit Agreement that replaced the Credit Revolver and extended the facility's general maturity to 2031. The Company also amended the Customer Receivables Purchase Agreement, reducing the purchase limit for eligible accounts receivable from $700 million to $625 million. In addition, on October 2, 2026, the Company renewed and amended its Receivables Facility agreement, extending the scheduled termination date to October 1, 2027 and reducing the limit on the factored receivables outstanding to $75 million. See Recent Developments and Footnotes 1 and 8 of the Notes to Unaudited Condensed Consolidated Financial Statementsfor further information.

Current report

In August 2026, the Company completed the offering and sale of the 2031 Notes and used the proceeds of the offering to fully redeem its 2027 Notes.

Current report

Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstance warrant.

Current report

Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments. The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, the Company may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test.

Current report

In performing a quantitative assessment, the Company estimates the fair value of each reporting unit by using the income approach. The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.

Current report

During the third quarter of 2026, the Company concluded that a triggering event had occurred for the goodwill associated with the Commercial reporting unit, within the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and concluded that the Commercial reporting unit goodwill was not impaired. However, a hypothetical 10% reduction in forecasted earnings before interest, taxes, depreciation and amortization used in the discounted cash flow analysis would have resulted in an impairment charge of approximately $121 million against the Commercial reporting unit goodwill carrying value of $747 million.

Current report

The testing of indefinite-lived intangibles (primarily tradenames) under established guidelines for impairment also requires significant use of judgment and assumptions (such as cash flow projections, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Current report

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, in the H&CS segment, as a result of downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. As a result, the Company recorded a non-cash impairment charge of $101 million, as the carrying value of the individual assets exceeded their fair value. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradename would have resulted in an incremental impairment charge in the H&CS segment of $9 million.

Current report

See Footnotes 1 and 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
Removed paragraphs (10)

Previous report

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 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Previous report

Net sales for the three months ended June 30, 2026 increased approximately 3%. Net sales were favorably impacted by contributions from launches of product innovation, distribution gains and stronger demand in certain markets. These favorable factors were partially offset by soft international demand. Changes in foreign currency favorably impacted net sales by $20 million, or 1%.

Previous report

Gross profit increased by approximately $127 million, or 19% compared to the prior year. Gross margin improved to 40.7% as compared with 35.4% in the prior year, reflecting the recognition of a refund of approximately $100 million and $26 million related to IEEPA Tariffs that were expensed in 2025 and the first quarter of 2026, respectively. Gross profit also benefited from an increase in net sales and gross productivity that slightly more than offset inflationary pressures.

Previous report

H&CS net sales for the three months ended June 30, 2026 increased approximately 1%, reflecting contributions from launches of product innovations, modest recovery in the Kitchen business and favorable order timing, as retailers shifted orders from first quarter to second quarter of 2026, primarily in connection with key reset events. These were largely offset by soft international demand. Changes in foreign currency also favorably impacted net sales by $18 million, or approximately 2%.

Previous report

Operating income for the three months ended June 30, 2026 was $49 million as compared to $24 million in the prior year, reflecting the recording of a refund of approximately $30 million and $11 million associated with IEEPA Tariffs expensed in 2025 and the first quarter of 2026, respectively. In addition, higher advertising and promotion expense, which increased by approximately $7 million, to support product launches and inflationary pressures, more than offset benefits from productivity and savings from restructuring actions.

Previous report

Operating income for the three months ended June 30, 2026 increased to $308 million as compared to $202 million in the prior-year period, reflecting the recording of a refund of approximately $63 million and $14 million associated with IEEPA Tariffs expensed in 2025 and the first quarter of 2026, respectively. The improvement in operating results was also due to higher net sales and gross productivity. These favorable factors were partially offset by inflationary pressures.

Previous report

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

Previous report

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.

Previous report

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 91st 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.
Reworded paragraphs (41)

Previous wording

This report contains forward-looking statements within the meaning of the federal securities law. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:

Current wording

Forward-looking statements in this Report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements generally can be identified by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “setting up,” “beginning to,” “will,” “should,” “would,” “could,” “resume,” “are confident that,” “remain optimistic that,” “seek to,” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:

Previous wording

•the Company’s ability to improve productivity, reduce complexity and streamline operations;

Current wording

•the Company’s ability to improve productivity, reduce complexity and streamline operations, including but not limited to successful implementation of Enterprise Resource Planning System consolidation and other technology and operational simplification projects;

Previous wording

•the impact on the Company’s operations and financial condition resulting from the current global macroeconomic environment, including the impact of tariffs imposed by the U.S. and retaliatory tariffs imposed by foreign countries, and the Company’s ability to effectively execute its mitigation plans;

Current wording

•the impact on the Company’s operations and financial condition resulting from the current global macroeconomic environment, including the impact of tariffs imposed by the U.S. and retaliatory tariffs imposed by foreign countries, and the Company’s ability to effectively execute its mitigation plans, including securing receipt of tariff refunds and defending related litigation;

Previous wording

Execution of the Company’s strategy continues amid a dynamic operating environment, including shifting consumer preferences, heightened competitive intensity, changes in retailer inventory and promotional behavior, increased adoption of digital and artificial intelligence‑enabled tools, macroeconomic and geopolitical volatility, cumulative inflationary pressures on consumers, rising oil and other raw material prices, tariffs imposed by the U.S. in 2025 and early 2026 as well as other countries’ related retaliatory actions, and an evolving regulatory landscape. The Company continues to deploy mitigation actions, including pricing optimization, productivity initiatives and strategic manufacturing relocations, where appropriate.

Current wording

Execution of the Company’s strategy continues amid a dynamic operating environment, including shifting consumer preferences, heightened competitive intensity, changes in retailer inventory and promotional behavior, increased adoption of digital and artificial intelligence‑enabled tools, macroeconomic and geopolitical volatility, cumulative inflationary pressures on consumers, rising oil and other raw material prices, tariffs imposed by the U.S. in 2025 and 2026 as well as other countries’ related retaliatory actions, and an evolving regulatory landscape. The Company continues to deploy mitigation actions, including pricing optimization, productivity initiatives and strategic manufacturing relocations, where appropriate.

Previous wording

On February 20, 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (the “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 (the “CIT”) directed U.S. Customs and Border Protection (the “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.

Current wording

On February 20, 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (the “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 directed U.S. Customs and Border Protection (the “CBP”) to facilitate refunds of IEEPA Tariffs. Subsequently, CBP commenced development of a process to facilitate refunds 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. During the second quarter of 2026, the Company recorded a receivable for the aggregate amount of IEEPA Tariffs paid and an immaterial amount of related interest. During the three months ended September 30, 2026, the Company received approximately $107 million of IEEPA Tariff refund payments and an immaterial amount of related interest.

Previous wording

The Company continues to operate in a highly uncertain trade environment. Uncertainty remains regarding the potential long-term replacement of the IEEPA Tariffs and the scope and duration of any such replacement tariffs and other U.S. tariffs, as well as the risk of retaliatory actions by other countries and the evolving legal landscape. Changes in trade policy, related legal challenges and geopolitical responses could adversely affect the Company’s costs, supply chain, operating results and financial condition.

Current wording

The Company continues to operate in a highly uncertain trade environment. Uncertainty persists regarding the scope, rates and duration of existing and potential additional U.S. tariffs, including tariffs imposed under authorities other than IEEPA; the outcome and implementation of ongoing trade negotiations; the availability and duration of product-specific tariff exclusions; retaliatory measures by other countries and the potential for further escalation; and the evolving legal landscape. Changes in trade policy, related legal challenges and geopolitical responses could adversely affect the Company’s costs, supply chain, operating results and financial condition.

Previous wording

On the Closing Date, the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors, entered into a five-year asset-based revolving facility with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the ABL Credit Agreement governing 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, and 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.

Current wording

On July 30, 2026, the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors, entered into a five-year asset-based revolving facility (the “ABL Credit Facility”) that provides for borrowings of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property, pursuant to an ABL credit agreement governing the ABL Credit Facility (the “ABL Credit Agreement”). The ABL Credit Agreement also includes an uncommitted accordion feature whereby the Company can request certain lenders to increase commitments under the ABL Credit Facility by an aggregate amount not to exceed $500 million subject to certain conditions.

Previous wording

(a)See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

(b)See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Previous wording

(b)Restructuring-related costs reported in cost of sales for the three months ended June 30, 2026 was $1 million, primarily related to facility closures associated with previously announced but substantially completed restructuring activities. For the three months ended June 30, 2025, restructuring-related costs reported in cost of products sold and selling, general and administrative expense (“SG&A”) were $1 million and $5 million, respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Current wording

(c)Restructuring-related costs reported in selling, general and administrative expense (“SG&A”) for the three months ended September 30, 2026 was $3 million, primarily related to facility closures associated with previously announced but substantially completed restructuring activities. For the three months ended September 30, 2025, restructuring-related costs reported in SG&A was $3 million and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Previous wording

(c)Transaction and other costs for the three months ended June 30, 2026 primarily related to expenses for certain legal proceedings and completed divestitures. Transaction and other costs for the three months ended June 30, 2025 primarily related to hyperinflationary currency movements.

Current wording

(d)Transaction costs and other for the three months ended September 30, 2026 primarily related to expenses for certain legal proceedings, write-off of assets not placed into service and hyperinflationary currency movements. 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, fire-related losses and hyperinflationary currency movements.

Previous wording

Operating income was $317 million, compared to $192 million in the prior year period. The improvement primarily reflects the factors that contributed to $137 million increase in gross profit, savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs. These favorable impacts were partially offset by a $17 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and a $14 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Current wording

Operating income was $27 million, compared to $119 million in the prior year period. The decrease is primarily due to a non-cash impairment charge of $101 million for an indefinite-lived intangible asset in the H&CS segment. Operating income was favorably impacted by a $33 million improvement in gross profit, due to factors discussed above, and savings from restructuring actions related to the Productivity Plan, partially offset by a $28 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan.

Previous wording

Interest expense, net increased by $17 million due to higher interest rates and lower interest income. The weighted average interest rates for the six months ended June 30, 2026 and 2025 were approximately 6.8% and 6.2%, respectively. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

Interest expense, net increased due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended September 30, 2026 and 2025 were approximately 6.7% and 6.6%, respectively.

Previous wording

The income tax provision for the six months ended June 30, 2026 was $61 million, compared to $7 million for the six months ended June 30, 2025. The Company’s effective income tax rates for the six months ended June 30, 2026 and 2025 were 45.5% and 43.8% respectively. The income tax provision for the six months ended June 30, 2026 was impacted by certain discrete items, including a $24 million discrete tax expense primarily attributable to the tax effect of IEEPA Tariff refund recognized during the quarter, for amounts previously expensed in 2025. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

The income tax benefit for the three months ended September 30, 2026 was $11 million, compared to provision of $21 million for the three months ended September 30, 2025. The Company’s effective income tax rates for the three months ended September 30, 2026 and 2025 were 12.0% and 50.0%, respectively. The income tax benefit for the three months ended September 30, 2026 was impacted by certain discrete benefits associated with the non-cash impairment charge, finalization of U.S. federal tax return and settlement of certain pension plans in the United Kingdom. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Previous wording

O&R net sales for the three months ended June 30, 2026 increased approximately 3%, mainly reflecting contributions from launches of product innovations and net distribution gains. The impact of changes in foreign currency to net sales was immaterial.

Current wording

H&CS net sales for the three months ended September 30, 2026 increased approximately 7%, reflecting growth across all of its business units, primarily due to contributions from launches of product innovations and net distribution gains. Changes in foreign currency also favorably impacted net sales by $10 million, or approximately 1%.

Previous wording

L&D net sales for the three months ended June 30, 2026 increased approximately 5%. Net sales increased in both the Baby and the Writing businesses. The increase in the Baby business was primarily driven by contributions from launches of product innovation and improved replenishment orders from major retailers. The increase in the Writing business was due to contributions from launches of product innovations and net distribution gains. Changes in foreign currency favorably impacted net sales by $3 million, or approximately less than 1%.

Current wording

L&D net sales for the three months ended September 30, 2026 increased approximately 2%, as growth in the Writing business was partially offset by a slight decline in the Baby business. The increase in the Writing business was primarily driven by a strong back-to-school season and launches of product innovations. The decline in the Baby business was due to weaker demand in certain markets, partially offset by contributions from launches of product innovations. Changes in foreign currency had an immaterial impact to net sales.

Previous wording

Operating income for the three months ended June 30, 2026 was $4 million as compared to $8 million in the prior-year period. The decrease primarily reflects a $4 million increase in advertising and promotion spending to support new market entry initiatives and new product launches. Operating income benefited from the recording of a refund of approximately $7 million associated with IEEPA Tariffs expensed in 2025, which was partially offset by inflationary pressures.

Current wording

Operating loss for the three months ended September 30, 2026 was $14 million as compared to $8 million in the prior-year period. The decrease primarily reflects a decline in gross profit due to lower net sales and $4 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Previous wording

Net sales for the six months ended June 30, 2026 increased approximately 1%. Net sales were favorably impacted by launches of product innovations across all segments, stronger demand in certain markets and favorable net pricing including a $25 million contribution from a refinement of estimates related to customer programs, reflecting better claims experience and improved deduction management. These favorable factors were offset by soft international demand. Changes in foreign currency favorably impacted net sales by $62 million, or 2%.

Current wording

Net sales for the nine months ended September 30, 2026 increased approximately 2%. The increase was driven by higher net sales in the H&CS and L&D segments, which were partially offset by a decline in the O&R segment. Net sales were favorably impacted by launches of product innovations across all segments, stronger demand in certain markets and favorable net pricing, including a $25 million contribution from a refinement of estimates related to customer programs, reflecting better claims experience and improved deduction management. These favorable factors were offset by soft international demand. Changes in foreign currency favorably impacted net sales by $70 million, or approximately 1%.

Previous wording

Gross profit increased by approximately $137 million, or 12% compared to the prior year. Gross margin improved to 37.4% as compared with 33.9% in the prior year, reflecting the recognition of a refund of approximately $100 million related to IEEPA Tariffs that were expensed in 2025. Gross profit was also favorably impacted by net pricing actions including the $25 million contribution related to customer programs discussed above and gross productivity, which were partially offset by inflationary pressures. Changes in foreign currency exchange rates favorably impacted gross profit by $11 million, approximately 1%.

Current wording

Gross profit increased by approximately $170 million, or 9% compared to the prior year. Gross margin improved to 36.4% as compared with 34.0% in the prior year, reflecting the impact of higher net sales and recognition of a refund of approximately $100 million related to IEEPA Tariffs that were expensed in 2025. Gross profit was also favorably impacted by net pricing actions, including the $25 million contribution related to customer programs discussed above and gross productivity, which were partially offset by inflationary pressures. Changes in foreign currency exchange rates favorably impacted gross profit by $10 million, approximately 1%.

Previous wording

Notable items, other than those noted above, impacting operating income for the six months ended June 30, 2026 and 2025 were as follows (in millions):

Current wording

Notable items, other than those noted above, impacting operating income for the nine months ended September 30, 2026 and 2025 were as follows (in millions):

Previous wording

(a)See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

(b)See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Previous wording

(b)Restructuring-related costs reported in cost of sales and SG&A for the six months ended June 30, 2026 was $1 million each, primarily related to facility closures associated various discrete initiatives. 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 related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Current wording

(c)Restructuring-related costs reported in cost of sales and SG&A for the nine months ended September 30, 2026 was $1 million and $4 million, respectively, primarily related to facility closures associated various discrete initiatives. 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 related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Previous wording

(c)Transaction and other costs for the six months ended June 30, 2026 primarily related to expense for certain legal proceedings and completed divestitures. Transaction and other costs for the six months ended June 30, 2025 primarily related to hyperinflationary currency movements.

Current wording

(d)Transaction costs and other for the nine months ended September 30, 2026 primarily related to expense for certain legal proceedings, completed divestitures, write-off of assets not placed into service and hyperinflationary currency movements. 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, fire-related losses and hyperinflationary currency movements.

Previous wording

Operating income was $283 million, compared to $171 million in the prior year period. The improvement primarily reflects the factors that contributed to the $127 million increase in gross profit, savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs. These favorable impacts were partially offset by a $17 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and a $9 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Current wording

Operating income was $344 million, compared to $311 million in the prior year period. The improvement primarily reflects the factors that contributed to the $170 million increase in gross profit, savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs. These favorable impacts were mostly offset by a non-cash impairment charge of $101 million for an indefinite-lived intangible asset in the H&CS segment, a $45 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and a $19 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Previous wording

Interest expense, net increased by $5 million due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended June 30, 2026 and 2025 were approximately 6.8% and 6.3%, respectively. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

Interest expense, net increased by $20 million due to higher interest rates and lower interest income. The weighted average interest rates for the nine months ended September 30, 2026 and 2025 were approximately 6.8% and 6.3%, respectively.

Previous wording

Other expense, net for six months ended June 30, 2026 and 2025 includes the following items (in millions):

Current wording

Other expense, net for nine months ended September 30, 2026 and 2025 includes the following items (in millions):

Previous wording

The income tax provision for the three months ended June 30, 2026 was $89 million, compared to $25 million for the three months ended June 30, 2025. The Company’s effective income tax rates for the three months ended June 30, 2026 and 2025 were 45.6% and 35.2%, respectively. The income tax provision for the three months ended June 30, 2026 was impacted by certain discrete items, including a $24 million discrete tax expense, primarily attributable to the tax effect of the IEEPA Tariff refund recognized during the quarter for amounts previously expensed in 2025. 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, 2026 was $50 million, compared to $28 million for the nine months ended September 30, 2025. The Company’s effective income tax rates for the nine months ended September 30, 2026 and 2025 were 119.0% and 48.3%, respectively. The income tax expense for the nine months ended September 30, 2026 includes a $24 million discrete tax expense primarily attributable to the tax effect of IEEPA Tariff refund recognized during the second quarter for amounts previously expensed in 2025, partially offset by discrete tax benefits associated with the non-cash impairment charge, the finalization of U.S. federal tax return and the settlement of certain pension plans in the United Kingdom. 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, 2026 decreased approximately 1%, reflecting soft demand in the Commercial and Home Fragrance businesses. These factors were partially offset by product innovation launches, modest recovery in the Kitchen business and favorable net pricing including a $17 million contribution from a refinement of estimates related to customer programs. Changes in foreign currency favorably impacted net sales by $44 million, or approximately 3%.

Current wording

H&CS net sales for the nine months ended September 30, 2026 increased approximately 2% driven by increases in the Kitchen and Home Fragrance businesses. The increase was primarily attributable to launches of product innovation, net distribution gains and favorable net pricing including a $17 million contribution from a refinement of estimates related to customer programs. Changes in foreign currency favorably impacted net sales by $54 million, or approximately 2%.

Previous wording

Operating income for the six months ended June 30, 2026 was $46 million as compared to $22 million in the prior year, reflecting the recording of a refund of approximately $30 million associated with IEEPA Tariffs expensed in 2025. In addition, operating income also increased due to net pricing actions, including the $17 million contribution related to customer programs discussed above, gross productivity and savings from restructuring actions. These favorable factors were partially offset by inflationary pressures and higher advertising and promotion expense, which increased by approximately $5 million to support product launches.

Current wording

Operating income for the nine months ended September 30, 2026 was $9 million as compared to $62 million in the prior year. Operating results were primarily impacted by a non-cash impairment charge of $101 million for an indefinite-lived intangible asset. The non-cash impairment charge was partially offset by higher gross profit of $35 million, reflecting the benefits of higher net sales, recording of a refund of approximately $30 million associated with IEEPA Tariffs expensed in 2025, pricing actions, including the $17 million contribution related to customer programs discussed above, and gross productivity, as well as savings from restructuring actions. These favorable factors were partially offset by inflationary pressures.

Previous wording

L&D net sales for the six months ended June 30, 2026 increased approximately 5%. Net sales increased in both the Baby and the Writing businesses. The increase in the Baby business was primarily driven by contributions from launches of product innovation and distribution gains. The increase in the Writing business was due to contributions from launches of product innovations, net distribution gains and favorable net pricing including a $7 million contribution from a refinement of estimates related to customer programs. Changes in foreign currency favorably impacted net sales by $14 million, or approximately 1%.

Current wording

L&D net sales for the nine months ended September 30, 2026 increased approximately 4%. Net sales increased in both the Baby and the Writing businesses. The increase in the Baby business was primarily driven by contributions from launches of product innovation. The increase in the Writing business was due to contributions from launches of product innovations, net distribution gains and favorable net pricing including a $7 million contribution from a refinement of estimates related to customer programs. Changes in foreign currency favorably impacted net sales by $13 million, or approximately 1%.

Previous wording

Operating income for the six months ended June 30, 2026 increased to $416 million as compared to $300 million in the prior-year period, reflecting the recording of a refund of approximately $63 million associated with IEEPA Tariffs expensed in 2025. The improvement in operating results is also due to higher net sales, gross productivity and net pricing actions, including the $7 million contribution related to customer programs discussed above. These favorable factors were partially offset by inflationary pressures.

Current wording

Operating income for the nine months ended September 30, 2026 increased to $553 million as compared to $424 million in the prior-year period, reflecting the recording of a refund of approximately $63 million associated with IEEPA Tariffs expensed in 2025. The improvement in operating results is also due to higher net sales, gross productivity and net pricing actions, including the $7 million contribution related to customer programs discussed above. These favorable factors were partially offset by inflationary pressures and higher advertising and promotion costs.

Previous wording

O&R net sales for the six months ended June 30, 2026 decreased slightly, reflecting soft demand, partially offset by favorable pricing and contributions from launches of product innovations. Changes in foreign currency favorably impacted net sales by $4 million, or approximately 1%.

Current wording

O&R net sales for the nine months ended September 30, 2026 decreased approximately 3%, reflecting soft demand, partially offset by favorable pricing and contributions from launches of product innovations. Changes in foreign currency had an immaterial favorable impact to net sales.

Previous wording

Operating loss for the six months ended June 30, 2026 was $3 million as compared to operating income of $3 million in the prior-year period. The change in operating performance was attributable to an $8 million increase in advertising and promotion spending to support new market entry initiatives and new product launches. Operating income benefited from the recording of a refund of approximately $7 million associated with IEEPA Tariffs expensed in 2025, which was partially offset by inflationary pressures.

Current wording

Operating loss for the nine months ended September 30, 2026 was $17 million as compared to $5 million in the prior-year period. The change in operating performance was attributable to a $12 million increase in advertising and promotion spending to support new market entry initiatives and new product launches. Operating income benefited from the recording of a refund of approximately $7 million associated with IEEPA Tariffs expensed in 2025.

Previous wording

The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary. The Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility.

Current wording

The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects a continued focus by retailers on managing inventory levels, inflationary pressures and uncertainty regarding the volatility and direction of future demand patterns, on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors that the Company cannot accurately predict and that will vary. The Company has taken actions to further strengthen its financial position and balance sheet and to maintain financial liquidity and flexibility. The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity, both in the near-term and longer-term, to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives. The Company regularly assesses its cash requirements and the available sources to fund these needs.

Previous wording

At June 30, 2026, the Company had cash and cash equivalents of approximately $209 million, of which approximately $144 million was held by the Company’s non-U.S. subsidiaries.

Current wording

At September 30, 2026, the Company had cash and cash equivalents of approximately $249 million, of which approximately $174 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, 2026 and 2025 (in millions):

Current wording

Cash, cash equivalents and restricted cash increased (decreased) as follows for the nine months ended September 30, 2026 and 2025 (in millions):

Previous wording

The change in net cash used in operating activities reflects higher net income, favorable changes in working capital and lower incentive compensation payment, partially offset by higher restructuring payments.

Current wording

The change in net cash provided by operating activities reflects unfavorable changes in working capital primarily due to inventory build to support anticipated sales and higher restructuring payments, partially offset by lower incentive compensation payments and partial receipt of tariff refunds.

Previous wording

The change in net cash used in investing activities was primarily due to a $34 million decrease in capital expenditures offset by cash used for transactions related to certain hedging instruments.

Current wording

The change in net cash used in investing activities was primarily due to a $46 million decrease in capital expenditures, partially offset by the net impact of life insurance proceeds, purchases of investment securities and certain hedging transactions.

Previous wording

The change in net cash provided by financing activities primarily reflected lower borrowings under the Credit Revolver (as defined hereafter) during the current period. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on the Credit Revolver.

Current wording

The change in net cash provided by financing activities was primarily due to a net increase in proceeds from debt issuance and repayment, including increased borrowing under the ABL Credit Facility, partially offset by the repayment of the Credit Revolver. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on the ABL Credit Facility and debt issuance and redemption.

Previous wording

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 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 (defined hereafter). 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. See Footnotes 8 and 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

The ABL Credit Facility provides for borrowings of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property. Borrowings may be used for working capital and other general corporate purposes. Borrowings under the facility are classified as long-term debt because its contractual maturity date is beyond twelve months from the balance sheet date.

Previous wording

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.

Current wording

In addition to outstanding borrowings under the ABL Credit Facility, availability under the ABL Credit Facility is subject to change in accordance with the terms of the ABL Credit Agreement, including in response to changes in the Company’s borrowing base or outstanding letters of credit under the ABL Credit Facility. At September 30, 2026, there was $741 million of availability under the ABL Credit Facility, based on the borrowing base and prior to giving effect to outstanding borrowings and letters of credit. The 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 ABL Credit Facility. At September 30, 2026, the Company had approximately $46 million of outstanding standby letters of credit issued against the ABL Credit Facility and $215 million of outstanding borrowings under the ABL Credit Facility, resulting in a net availability of approximately $480 million.

Showing the first 40 of 41 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

See Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity, both in the near-term and longer-term, to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives. The Company regularly assesses its cash requirements and the available sources to fund these needs.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.