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 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," "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:

•the Company's ability to manage the demand, supply and operational challenges
with the actual or perceived effects of the COVID-19 pandemic, including as a
result of any additional variants of the virus or the efficacy and distribution
of vaccines, as well as the impact of any vaccine mandates on our global
businesses;
•the Company's dependence on the strength of retail, commercial and industrial
sectors of the economy in various countries around the world;
•competition with other manufacturers and distributors of consumer products;
•major retailers' strong bargaining power and consolidation of the Company's
customers;
•changes in the prices and availability of labor, transportation, raw materials
and sourced products, including significant inflation, and the Company's ability
to obtain them in a timely manner;
•the Company's ability to improve productivity, reduce complexity and streamline
operations;
•the cost and outcomes of governmental investigations, inspections, lawsuits,
legislative requests or other actions by third parties, including but not
limited to those described in Footnote 16 of the Notes to the Condensed
Consolidated Financial Statements, the potential outcomes of which could exceed
policy limits, to the extent insured;
•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 and promotion spend;
•the Company's ability to consistently maintain effective internal control over
financial reporting;
•risks related to the Company's substantial indebtedness, potential increases in
interest rates or changes in the Company's credit ratings;
•future events that could adversely affect the value of the Company's assets
and/or stock price and require additional impairment charges;
•unexpected costs or expenses associated with divestitures;
•our ability to effectively execute our turnaround plan;
•the risks inherent to the Company's foreign operations, including currency
fluctuations, exchange controls and pricing restrictions;
•a failure or breach of one of the Company's key information technology systems,
networks, processes or related controls or those of the Company's service
providers;
•the impact of United States or foreign regulations on the Company's operations,
including the impact of tariffs and environmental remediation costs;
•the potential inability to attract, retain and motivate key employees;
•changes in tax laws 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 leading global consumer goods company with a strong portfolio
of well-known brands, including Rubbermaid®, Paper Mate®, Sharpie®, Dymo®,
EXPO®, Parker®, Elmer's®, Coleman®, Marmot®, Oster®, Sunbeam®, FoodSaver®,
Mr.Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®,
Calphalon®, Contigo®, First Alert®, Mapa®, Spontex® and Yankee Candle®. Newell
Brands' beloved brands enhance and brighten consumers lives at home and outside
by creating moments of joy, building confidence and providing peace of mind. 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 continuing to execute on its turnaround strategy 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. The strategy,
developed in 2019, is designed to drive sustainable top line growth, improve
operating margins, accelerate cash conversion cycle and strengthen the
portfolio, organizational capabilities and employee engagement, while reducing
complexity and addressing key challenges facing the Company. These challenges
include: shifting consumer preferences and behaviors; a highly competitive
operating environment; a rapidly changing retail landscape, including growth in
e-commerce; continued macroeconomic and political volatility and an evolving
regulatory landscape. The COVID-19 pandemic and its impact to the Company's
business resulted in the acceleration of these initiatives in many respects.

The Company has made significant progress on the following imperatives it previously identified as part of its turnaround strategy:



•Strengthening the portfolio by investing in attractive categories aligned with
its capabilities and strategy;
•Driving sustainable profitable growth by focusing on innovation, as well as
digital marketing, e-commerce and its international businesses;
•Improving margins by driving productivity and overhead savings, while reducing
complexity and reinvesting into the business;
•Enhancing cash efficiency by improving key working capital metrics, resulting
in a lower cash conversion cycle; and
•Building a winning team through engagement and focusing the best people on the
right things.

Continued execution of these strategic imperatives, in combination with new initiatives aimed to build operational excellence, will better position the Company for long-term sustainable and profitable growth.

Project Ovid



During the third quarter of 2021 the Company announced Project Ovid, a
multi-year, customer centric supply chain initiative to transform its
go-to-market capabilities in the U.S., improve customer service levels and drive
operational efficiencies. This initiative will leverage technology to further
simplify the organization by harmonizing and automating processes; and
re-engineering information systems. Project Ovid is designed to optimize the
Company's distribution network by creating a single integrated supply chain from
23 business-unit-centric supply chains. In addition, it is intended to reduce
administrative complexity, improve inventory and invoicing workflow for our
customers along with product availability through omni-channel enablement for
consumers. This new operating model is expected to drive efficiencies by better
utilizing the Company's transportation and distribution network.











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Organizational Structure

The Company's five primary reportable segments are the following:



Segment                          Key Brands                               Description of Primary Products
Commercial Solutions             BRK®, First Alert®, Mapa®,

Commercial cleaning and maintenance solutions; closet and


                                 Quickie®, Rubbermaid Commercial

garage organization; hygiene systems and material handling


                                 Products®, and Spontex®

solutions; connected home and security and smoke and carbon


                                                                          monoxide alarms
Home Appliances                  Calphalon®, Crock-Pot®,

Household products, including kitchen appliances


                                 Mr. Coffee®, Oster® and Sunbeam®
Home                             Ball® (1), Calphalon®, Chesapeake

Food and home storage products; fresh preserving products; Solutions

                        Bay Candle®, FoodSaver®,

vacuum sealing products; gourmet cookware, bakeware and


                                 Rubbermaid®, Sistema®, WoodWick®

cutlery and home fragrance products


                                 and Yankee Candle®
Learning and                     Aprica®, Baby Jogger®, Dymo®,

Baby gear and infant care products; writing instruments, Development

                      Elmer's®, EXPO®, Graco®,

including markers and highlighters, pens and pencils; art


                                 Mr. Sketch®, NUK®, Paper Mate®,

products; activity-based adhesive and cutting products and


                                 Parker®, Prismacolor®, Sharpie®,

labeling solutions


                                 Tigex® Waterman® and X-Acto®
Outdoor and Recreation           Coleman®, Contigo®, ExOfficio®,

Products for outdoor and outdoor-related activities


                                 Marmot®

(1)[[Image Removed: nwl-20210930_g1.gif]] and Ball® TM of Ball Corporation, used under license.



The Company also provides general corporate services to its segments which is
reported as a non-operating segment, Corporate. See Footnote 15 of the Notes to
the Unaudited Condensed Consolidated Financial Statements for further
information.

Recent Developments

Coronavirus (COVID-19)

The COVID-19 pandemic, which began in late 2019, has continued to disrupt the Company's global operations, similar to those of many large, multi-national corporations in three primary areas:



Supply chain. Of the Company's 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 accordance
with government guidelines. The majority of the Company's manufacturing and
distribution facilities reopened during the second and third quarter of 2020 and
have since been operating at or near capacity with inventory levels replenished.
The Company does, however, continue to face significant product and supply and
labor shortages, capacity constraints and logistical challenges across its
businesses, including port congestion, constrained container availability and
delays in carrier pickup, which have negatively impacted the Company's ability
to satisfy demand for its products, creating order backlog in a number of
categories. The Company also continues to face significantly higher than
expected inflation for commodities, primarily resin, sourced finished goods,
transportation and labor, which are expected to have a negative
high-single-digit-percentage impact to costs of products sold for 2021. These
various disruptions are expected to persist, at least in the near-term. To help
mitigate the negative impact of inflation to the operating performance of its
businesses, the Company has secured selective pricing increases, accelerated
productivity initiatives and deployed overhead cost containment efforts.

Retail. While the Company's largest retail customers experienced a surge in
sales as their stores remained open, a number of secondary customers, primarily
in the specialty and department store channels, temporarily closed their brick
and mortar doors in March 2020, and began to reopen in certain regions where
conditions improved towards the end of the second quarter of 2020. These
dynamics, in combination with some retailers' prioritization of essential items,
have had a meaningful impact on the Company's traditional order patterns. In
addition, the Company temporarily closed its Yankee Candle retail stores in
North America in mid-March of 2020 due to COVID-19. These stores reopened by the
end of the third quarter in 2020 and have remained open since.
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Consumer demand patterns. During the quarantine phase of the pandemic in 2020,
consumer purchasing behavior strongly shifted to certain focused categories.
Certain of the Company's product categories benefited from this shift, primarily
in Food, Commercial and Home Appliances. Some of the Company's other businesses
were negatively impacted but have seen positive momentum with an increase in
demand post lockdowns, in particular Writing, Baby and Parenting and Home
Fragrance. While the Company expects the overall seasonality of its businesses
to revert to historical trends as the impact of the global pandemic lessens,
there still remains uncertainty over the volatility of future consumer demand
patterns.

With the spread of new strains and variants of the coronavirus, the Company
continues to monitor developments, including government requirements and
recommendations at the national, state, and local level on whether to reinstate
and/or extend certain initiatives previously implemented to help contain the
spread of COVID-19 or whether to mandate vaccinations.

The Company believes the extent of the impact of the COVID-19 pandemic to 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 which will vary by jurisdiction and
market, including severity and duration of the pandemic, the emergence of new
strains and variants of the coronavirus, the likelihood of a resurgence of
positive cases, the development and availability of effective treatments and
vaccines, especially in areas where conditions have recently worsened and
lockdowns or travel bans have been reinstituted, the rate at which vaccines are
administered to the general public, the timing and amount of fiscal stimulus and
relief programs packages that are available to the general public, and any
changes in consumer demand patterns for the Company's products as the impact of
the global pandemic lessens.

Debt Redemption

On September 28, 2021, the Company redeemed its 3.75% senior notes due October
2021 (the "October 2021 Notes") at a redemption price equal to 100% of the
outstanding aggregate principal amount of the notes, plus accrued and unpaid
interest to the redemption date.

On October 15, 2021 the Company delivered a notice of redemption to the holders
of the 4.00%senior notes due June 2022 (the "June 2022 Notes") that the Company
will redeem the June 2022 Notes on November 22, 2021 for a redemption price
equal to the current outstanding aggregate principal amount of the notes,
subject to a customary make-whole premium, plus accrued and unpaid interest to
the date of redemption.


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