The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of Newell Brands Inc.'s
("Newell Brands," the "Company," "we," "us" or "our") consolidated financial
condition and results of operations. The discussion should be read in
conjunction with the accompanying condensed consolidated financial statements
and notes thereto.

Forward-Looking Statements
Forward-looking statements in this Quarterly Report on Form 10-Q (this
"Quarterly Report") are made in reliance upon 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,", "explore", "project," "target," "plan," "expect," "setting up,"
"beginning to," "will," "should," "would," "resume," "remains optimistic for,"
or similar statements. The Company cautions that forward-looking statements are
not guarantees because there are inherent difficulties in predicting future
results, including the impact of the COVID-19 pandemic. In addition, there are
no assurances that the Company will complete any or all of the potential
transactions, or other initiatives referenced here. 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:
•the Company's ability to manage the demand, supply, and operational challenges
associated with the actual or perceived effects of the COVID-19 pandemic;
•the Company's dependence on the strength of retail, commercial and industrial
sectors of the economy in various parts of the world;
•competition with other manufacturers and distributors of consumer products;
•major retailers' strong bargaining power and consolidation of the Company's
customers;
•risks related to the Company's substantial indebtedness, potential increases in
interest rates or additional adverse changes in the Company's credit ratings;
•the Company's ability to improve productivity, reduce complexity and streamline
operations;
•future events that could adversely affect the value of our assets and/or stock
price and require additional impairment charges;
•the Company's ability to remediate the material weakness in internal control
over financial reporting and to maintain effective internal control over
financial reporting;
•the Company's ability to develop innovative new products, to develop, maintain
and strengthen end user brands and to realize the benefits of increased
advertising promotion and spend;
•the Company's ability to complete planned divestitures, and other unexpected
costs or expenses associated with dispositions;
•changes in the prices of raw materials and sourced products and the Company's
ability to obtain raw materials and sourced products in a timely manner;
•the impact of governmental investigations, inspections, lawsuits or other
activities by third parties;
•the risks inherent to the Company's foreign operations, including currency
fluctuations, exchange controls and pricing restrictions;
•a failure of one of the Company's key information technology systems, networks,
processes or related controls or those of the Company's services providers;
•the impact of U.S. or foreign regulations on the Company's operations,
including the escalation of tariffs on imports into the U.S. and exports to
Canada, China and the European Union and environmental remediation costs;
•the potential inability to attract, retain and motivate key employees;
•new Treasury or tax regulations and the resolution of tax contingencies
resulting in additional tax liabilities;
•product liability, product recalls or related regulatory actions;
•the Company's ability to protect its intellectual property rights;
•significant increases in the funding obligations related to the Company's
pension plans; and
•other factors listed from time to time in our SEC filings, including but not
limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
The information contained in this Report is as of the date indicated. The
Company assumes no obligation to update any forward-looking statements contained
in this Report as a result of new information or future events or developments.
In addition, there can be no assurance that the Company has correctly identified
and assessed all of the factors affecting the Company or that the publicly
available and other information the Company receives with respect to these
factors is complete or correct.
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Overview
Newell Brands is a global marketer of consumer and commercial products that make
life better every day for consumers, where they live, learn, work and play. Our
products are marketed under a strong portfolio of leading brands, including
Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer's®, Coleman®, Marmot®,
Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®,
Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®, First Alert®,
Mapa®, Spontex®, Quickie® and Yankee Candle®. The Company sells its products in
nearly 200 countries around the world and has operations on the ground in over
40 of these countries, excluding third-party distributors.

Business Strategy
The Company is currently executing a turnaround strategy, with the vision of
building a global, next generation consumer products company that can unleash
the full potential of its brands in a fast moving omni-channel environment.
These strategies are designed to address key challenges facing the Company,
including: shifting consumer preferences and behaviors; a highly competitive
operating environment; a rapidly changing retail landscape, including the growth
in e-commerce; continued macroeconomic and political volatility; and an evolving
regulatory landscape.
The Company has identified the following strategic imperatives to address and
adapt to these challenges during its turnaround period:

•Strengthen the portfolio by investing in attractive categories aligned with its
capabilities and strategy;
•Sustainable profitable growth by focusing on innovation, as well as growth in
digital marketing, e-commerce and its international businesses;
•Attractive margins by driving productivity and overhead savings to reinvest
into the business;
•Cash efficiency by improving key working capital metrics, resulting in a lower
cash conversion cycle; and
•Build a winning team through engagement and focusing the best people on the
right things.

Execution on these strategic imperatives will better position the Company for
long-term sustainable growth in order to achieve its short-to-near-term goals
of:

•Growing core sales;
•Improving operating margins;
•Accelerating cash conversion cycle; and
•Strengthening organizational capability and employee engagement.

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Organizational Structure

During the second quarter of 2020, the Company implemented further changes to
its management reporting structure which required a reassessment of its
operating and reportable segments. As a result of its assessment, the Company
concluded that it had the following five primary reportable segments:

Segment                          Key Brands                                      Description of Primary Products
Appliances and Cookware          Calphalon®, Crock-Pot®, Mr. Coffee®,

Household products, including kitchen appliances,


                                 Oster® and Sunbeam®                             gourmet cookware, bakeware and cutlery
Commercial Solutions             BRK®, First Alert®, Mapa®, Quickie®,            Commercial cleaning and maintenance solutions, hygiene
                                 Rubbermaid Commercial Products®, and            systems and material handling solutions, connected
                                 Spontex®                                        home and security and smoke and carbon monoxide alarms
Home                             Ball® (1), Chesapeake Bay Candle®,

Food storage and home storage products, fresh Solutions

                        FoodSaver®, Rubbermaid®, Sistema®,

preserving products, vacuum sealing products and home


                                 WoodWick® and Yankee Candle®                    fragrance products
Learning and                     Aprica®, Baby Jogger®, Dymo®, Elmer's®,         Writing instruments, including markers and
Development                      EXPO®, Graco®, Mr. Sketch®, NUK®, Paper         highlighters, pens and pencils; art products;
                                 Mate®, Parker®, Prismacolor®, Sharpie®,         activity-based adhesive and cutting products; labeling
                                 Tigex® Waterman® and X-Acto®

solutions; baby gear and infant care products Outdoor and Recreation

           Coleman®, Contigo®, ExOfficio®,

Marmot® Products for outdoor and outdoor-related activities

(1) Ball® TM of Ball Corporation, used under license.



This new structure reflects the manner in which the chief operating decision
maker regularly assesses information for decision-making purposes, including the
allocation of resources. The Company also provides general corporate services to
its segments which is reported as a non-operating segment, Corporate. See
Footnote 17 of the Notes to the Unaudited Condensed Consolidated Financial
Statements for further information.

Recent Developments

Coronavirus (COVID-19)



Beginning late in the fourth quarter and into 2020, COVID-19 emerged and
subsequently spread globally, ultimately being declared as a pandemic by the
World Health Organization. The pandemic resulted in various federal, state and
local governments as well as private entities mandating restrictions, including
travel restrictions, restrictions on public gatherings, closure of non-essential
commerce, stay at home orders and quarantining of people who may have been
exposed to the virus. The Company experienced significant COVID-19 related
disruption to its business in three primary areas:

•Supply chain. While the majority of the Company's factories are considered
essential in their applicable jurisdictions and have remained operational, the
company has experienced disruption at certain of its facilities. Of its 135
manufacturing and distribution facilities, approximately 20 were temporarily
closed at the end of the first quarter of 2020, the most significant of which
were its South Deerfield, MA, Home Fragrance plant, its Mexicali, Mexico and
India Writing facilities and its Juarez, Mexico Connected Home and Security
facility, all of which were closed in line with state government guidelines. By
the end of the second quarter, substantially all of the Company's manufacturing
and distribution facilities have since reopened and are operating at or near
capacity. The Company's facilities are currently replenishing inventory levels
that were depleted by lost production during the temporary closure period. The
Company continues to face intermittent transportation and logistical challenges
and expects this to persist until the conditions improve globally.

•Retail. While the Company's largest retail customers experienced a surge in
sales as their stores remain open, a number of secondary customers, primarily in
the specialty and department store channels, temporarily closed their brick and
mortar doors, and are only recently beginning to reopen in certain regions where
conditions have improved. These dynamics, in combination with some retailers'
prioritization of essential items, have had a meaningful impact on retailers'
order patterns. In addition, the Company temporarily closed its Yankee Candle
retail stores in North America as
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of mid-March, with some stores just starting to reopen towards the end of the
second quarter and more expected during the third quarter.

•Consumer demand patterns. During the quarantine phase of the pandemic, consumer
purchasing behavior strongly shifted to certain focused categories. While
certain of the Company's businesses have benefited from this shift, including
Food, Commercial and Appliances and Cookware, others have experienced
significant slowing.

In response to the COVID-19 pandemic, the Company focused on protecting the
health and well-being of its employees; maintaining financial viability and
business continuity; and keeping manufacturing facilities and distribution
centers operating, where permitted and deemed prudent, to provide products to
our consumers. The Company established internal protocols including the
establishment of a COVID-19 task force to monitor the situation, as well as
communications and guidance issued by foreign, federal, state and local
governments. In the first quarter 2020, the Company instituted mandatory
work-from-home policies for employees able to work from home in various
locations around the world and implemented a number of precautionary measures at
its manufacturing plants, warehouses, distribution centers and R&D centers to
reduce person to person contact and improve the personal safety for our
front-line employees. Furthermore, beginning in mid-March 2020, the Company
temporarily closed all of the world-wide retail stores within its Home Solutions
segment. As of the end of the second quarter, most of the Company's
manufacturing and distribution sites which experienced temporary closure have
since reopened and are operating at or near capacity. In addition, most of the
Company's office locations have reopened on a limited basis.

The Company continues to monitor developments, including government requirements
and recommendations at the national, state, and local level to evaluate possible
cessation or extensions to all or part of such initiatives. As part of the
Company's efforts to contain costs and maintain financial liquidity and
flexibility, it has taken certain actions including: instituting a hiring freeze
for non-essential roles, furloughing all field-based and most corporate retail
employees in North America, effective April 1, 2020, tightening discretionary
spending as well as reducing and optimizing advertising and promotional
expenses. During the second quarter in response to the impact of the COVID-19
pandemic, the Company also announced a new restructuring program to reduce
overhead costs, streamline certain underperforming operations and improve future
profitability. See "2020 Restructuring Program" below for further information.

As the COVID-19 pandemic continues to evolve, the Company believes the extent of
the impact to its businesses, operating results, cash flows, liquidity and
financial condition will be primarily driven by the severity and duration of the
pandemic, the pandemic's impact on the U.S. and global economies and the timing,
scope and effectiveness of federal, state and local governmental responses to
the pandemic, especially in areas where conditions have recently worsened. Those
primary drivers are beyond the Company's knowledge and control, and as a result,
at this time it is difficult to predict the cumulative impact, both in terms of
severity and duration, COVID-19 will have on its sales, operating results, cash
flows and financial condition. Furthermore, the impact to the Company's
businesses, operating results, cash flows, liquidity and financial condition may
be further adversely impacted if the current circumstances continue to exist for
a prolonged period of time. While the effects that the Company has experienced
in the first and second quarters have been material to its operating results,
the Company has seen positive momentum and remains optimistic for sequential
improvement in its financial results over the remainder of 2020, subject to
improved conditions.

See Footnote 1 of the Notes to the Unaudited Condensed Consolidated Financial
Statements, Goodwill and Other Indefinite-Lived Intangible Asset Trigger Event,
Liquidity and Capital Resources, Significant Accounting Policies and Critical
Estimates for information and Risk Factors in Part II, Item 1A for further
information.

2020 Restructuring Program



The Company's 2020 restructuring program, which was initiated during the second
quarter of 2020 in response to the impact of the COVID-19 pandemic, was designed
to reduce overhead costs, streamline certain underperforming operations and
improve future profitability. Restructuring costs associated with this program,
which primarily relate to the Home Solutions and Commercial Solutions segments,
include employee-related costs, including severance and other termination
benefits. During the three and six months ended June 30, 2020, the Company
recorded charges of $8 million in connection with the program. The Company
currently estimates aggregate restructuring charges of approximately $10 million
associated with this program to be incurred over the entirety of 2020.

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Senior Notes Due 2025

In May 2020, the Company completed a registered public offering of $500 million
in aggregate principal amount of 4.875% senior notes that mature in June 2025
(the "June 2025 Notes") and received proceeds of approximately $493 million, net
of fees and expenses paid. The June 2025 Notes are subject to similar
restrictive and financial covenants as the Company's existing senior notes,
however, they are not subject to the interest rate adjustment or coupon step up,
provisions of certain other notes. The 2025 Notes are redeemable in whole or in
part, at the option of the Company (1) at any time prior to one month before the
stated maturity at a redemption price equal to the greater of (a) 100% of the
principal amount or (b) the discounted present value of principal and interest
at the Treasury Rate plus 50 basis points, plus accrued interest to but
excluding the redemption date; or (2) at any time on or after one month prior to
the stated maturity at a price equal to 100% of the principal amount being
redeemed, plus accrued interest to but excluding the redemption date. The
Company used the net proceeds from the June 2025 Notes for general corporate
purposes, including repayment of outstanding borrowings under the Credit
Revolver and accounts receivable securitization facility and intends to use a
portion of the proceeds for the repayment or redemption of the 4.70% Senior
Notes due 2020.

Impacts of Tariffs



The United States Trade Representative ("USTR") has imposed increased tariffs on
some Chinese goods imported into the United States, resulting in increased costs
for the Company. The Company has been successful at securing from the USTR
exemptions and exclusions for some of its products, with the most notable
exemptions being for certain of its baby gear products, which represents a
substantial portion of the Company's tariff exposure. The Company has largely
mitigated its tariff exposure, in part through pricing, productivity and, in
some cases, relocation. The Phase 1 agreement signed on January 15, 2020 with
China reduced tariffs under List 4a from 15% to 7.5%, effective February 14,
2020, and suspended 301 tariffs under List 4b, which were due to go into effect
on December 15, 2019. The terms of the agreement significantly reduced the
estimated impact on tariffs for 2020. In spite of the agreement, a full year of
previously implemented tariffs could have a material impact on the Company's
operating results and cash flows, with an estimated gross impact of
approximately $90 million in 2020, primarily relating to its Appliances and
Cookware, Commercial Solutions, and Outdoor and Recreation businesses. During
the three and six months ended June 30, 2020, the gross impact was approximately
$15 million and $35 million, respectively. The Company will continue to monitor
the trade negotiations and deploy mitigation efforts to offset the gross
exposure. However, there can be no assurance that the Company will be successful
in its mitigation efforts.

U.S. Treasury Regulations

On June 18, 2019, the U.S. Treasury and the Internal Revenue Service released
temporary regulations under IRC Section 245A ("Section 245A") as enacted by the
2017 U.S. Tax Reform Legislation ("2017 Tax Reform") and IRC Section 954(c)(6)
(the "Temporary Regulations") to apply retroactively to the date the 2017 Tax
Reform was enacted. The Temporary Regulations seek to limit the 100% dividends
received deduction permitted by Section 245A for certain dividends received from
controlled foreign corporations and to limit the applicability of the
look-through exception to foreign personal holding company income for certain
dividends received from controlled foreign corporations. Before the retroactive
application of the Temporary Regulations, the Company benefited in 2018 from
both the 100% dividends received deduction and the look-through exception to
foreign personal holding company income. The Company has analyzed the Temporary
Regulations and concluded that the relevant Temporary Regulations were not
validly issued. Therefore, the Company has not accounted for the effects of the
Temporary Regulations in its Condensed Consolidated Financial Statements for the
period ending June 30, 2020. The Company believes it has strong arguments in
favor of its position and believes it has met the more likely than not
recognition threshold that its position will be sustained. However, due to the
inherent uncertainty involved in challenging the validity of regulations as well
as a potential litigation process, there can be no assurances that the relevant
Temporary Regulations will be invalidated or that a court of law will rule in
favor of the Company. If the Company's position on the Temporary Regulations is
not sustained, the Company would be required to recognize an income tax expense
of approximately $180 million to $220 million related to an income tax benefit
from fiscal year 2018 that was recorded based on regulations in existence at the
time. In addition, the Company may be required to pay any applicable interest
and penalties. The Company intends to vigorously defend its position.


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