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;
•unexpected costs or expenses associated with acquisitions and divestitures;
•changes in the prices and availability of labor, transportation, raw materials
and sourced products and the Company's ability to obtain them 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, while
reinvesting 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 of 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

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



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 and home storage products; fresh preserving Solutions

                         FoodSaver®, Rubbermaid®, Sistema®,

products, vacuum sealing products and home fragrance


                                  WoodWick® and Yankee Candle®                   products
Learning and                      Aprica®, Baby Jogger®, Dymo®, Elmer's®,        Baby gear and infant care products; writing
Development                       EXPO®, Graco®, Mr. Sketch®, NUK®,

Paper instruments, including markers and highlighters, pens


                                  Mate®, Parker®, Prismacolor®,

Sharpie®, and pencils; art products; activity-based adhesive and


                                  Tigex® Waterman® and X-Acto®                   cutting products and labeling solutions
Outdoor and Recreation            Coleman®, Contigo®, ExOfficio®,

Marmot® Products for outdoor and outdoor-related activities

(1) 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 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 of 2019 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 on travel
and 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 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 reopened and were operating at or near capacity.
Since then, the Company's facilities have replenished most of the inventory
levels that were depleted by lost production during the temporary closure
period. The Company does, however, continue to face intermittent supply and
labor shortages, capacity constraints, and 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 remained open, a number of secondary customers, primarily
in the specialty and department store channels, temporarily closed their brick
and mortar doors, and began to reopen towards the end of the second quarter in
certain regions where conditions 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 of mid-March. All of these
stores reopened 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 product categories in the Food, Commercial,


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Appliances and Cookware, and Outdoor and Recreation business units have
benefited from this shift, others experienced significant slowing. The Company
anticipates the changes in consumer purchasing patterns in the Writing business
unit as well as the shift to remote learning for schools and other higher
education programs this Fall to continue to adversely impact the segment's
performance through the remainder of 2020.

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 the Home Solutions
segment. By the end of the third quarter, all of the Company's temporarily
closed manufacturing and distribution sites 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 largely 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.

While the negative effects from the COVID-19 global pandemic in the first half
of 2020 were material to the Company's operating results, the Company has seen
positive sequential momentum and experienced 5% year-over-year sales growth
during the third quarter. Due to this performance, the Company remains
optimistic for improvement in its financial results over the second half of
2020, however, it believes the extent of the impact of the COVID-19 pandemic 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 COVID-19 global pandemic continues to exist
or worsens for a prolonged period of time.

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.

Indefinite-Lived Intangible Asset Trigger Event



During the third quarter of 2020, the Company concluded that a triggering event
had occurred for an indefinite-lived intangible asset in the Learning and
Development segment. Pursuant to the authoritative literature the Company
performed an impairment test and determined that an indefinite-lived intangible
asset was impaired. During the three months ended September 30, 2020, the
Company recorded a non-cash charge of $2 million to reflect impairment of this
indefinite-lived trade name as its carrying value exceeded their fair value.

See Footnotes 1 and 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements and Significant Accounting Policies and Critical Estimates for information.


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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 $80 million in 2020, primarily relating to its Appliances and
Cookware, Commercial Solutions, and Outdoor and Recreation businesses. During
the three and nine months ended September 30, 2020, the gross impact was
approximately $25 million and $60 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 ("IRS")
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. On August 21, 2020, the U.S. Treasury and
IRS released finalized versions of the Temporary Regulations (collectively with
the Temporary Regulations, the "Regulations"). The 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 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 analyzed the
Regulations and concluded the relevant Regulations were not validly issued.
Therefore, the Company has not accounted for the effects of the Regulations in
its Condensed Consolidated Financial Statements for the period ending
September 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 Regulations
will be invalidated or that a court of law will rule in favor of the Company. If
the Company's position on the 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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