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," "resume," "are
confident that," "remain optimistic that" 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;
•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;
•the Company's ability to improve productivity, reduce complexity and streamline
operations;
•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 successfully remediate its material weakness in
internal control over financial reporting and to 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;
•the impact of cost associated with acquisition and divestitures;
•our ability to effectively execute our turnaround plan;
•changes in the prices of raw materials and sourced products, including
inflation, and the Company's ability to obtain raw materials and sourced
products in a timely manner;
•the impact of governmental investigation, inspections, lawsuits, legislation
requests or other actions 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 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;
•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 is committed to enhancing the lives of consumers around the world with
planet friendly, innovative and attractive products that create moments of joy
and provide 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 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 the 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
growth in digital marketing, e-commerce and its international businesses;
•Improving margins by driving productivity and overhead savings, while
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 will better position the Company for long-term sustainable growth.


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Organizational Structure

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



Segment                          Key Brands                                Description of Primary Products
Home Appliances                  Calphalon®, Crock-Pot®,                  

Household products, including kitchen appliances


                                 Mr. Coffee®, Oster® and Sunbeam®
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                             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-20210331_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 intermittent supply and
labor shortages, capacity constraints, transportation and logistical challenges,
and higher than expected inflation in resin, sourced finished goods and
components, freight and fuel. These various disruptions are expected to persist
until the current economic and public health 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 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. These stores reopened by the end of the
third quarter in 2020 and have remained open since.

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 have continued to benefit from this
shift, primarily in Food, Commercial and Home Appliances. Some of the Company's
other businesses have seen positive momentum with a rebound in demand post
lockdowns, in particular Writing, Baby and Parenting and Home Fragrance.

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The Company 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
impact of new strains and variants of the coronavirus, the pandemic's impact on
the U.S. and global economies and the timing, scope and effectiveness of
federal, state and local governmental administration of vaccines to the general
public, especially in areas where conditions have recently worsened and
lockdowns or travel bans have been reinstituted. 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 pandemic will have on its future 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 pandemic continues to exist or
worsens for a prolonged period of time, new variants of the coronavirus emerge,
or if plans to administer vaccines are delayed.

Redemption of Senior Notes



On March 1, 2021 (the "Redemption Date"), the Company redeemed its 3.15% senior
notes that were scheduled to mature in April 2021 (the "April 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.

During the first quarter of 2021, the Company repurchased $5 million of the 3.85% senior notes due 2023 at approximately 5% above par value. The total consideration, excluding accrued interest, was approximately $5 million. As a result of the partial debt repurchase the Company recorded an immaterial loss.

See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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