NEWELL BRANDS INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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;
•the Company's dependence on the strength of retail and consumer demand,
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 and to offset cost increases through pricing
and productivity;
•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 17 of the Notes to the Unaudited
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;
•the Company's ability to complete planned divestitures, and other unexpected
costs or expenses associated with dispositions;
•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 and foreign regulations on the Company's
operations, including the impact of tariffs and environmental remediation costs
and legislation and regulatory actions related to climate change;
•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, FoodSaver, Calphalon, Sistema,
Sharpie, Paper Mate, Dymo, EXPO, Elmer's, Yankee Candle, Graco, NUK, Rubbermaid
Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and
Mr. Coffee. 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 by focusing on innovation, sharpening brand
positioning, strengthening the international businesses, enhancing digital
marketing and omni-channel capabilities, and building customer relationships;
•Improve operating margins by driving productivity and overhead savings, while
reinvesting in the business;
•Accelerate cash conversion cycle by focusing on cash efficiency and improving
key working capital metrics;
•Strengthen the portfolio by investing in attractive categories that are aligned
with its capabilities and strategy and optimizing product mix; and
•Strengthen organizational capabilities and employee engagement by building a
winning team and focusing the best people on the right things.

The Company is implementing this strategy while addressing key challenges such
as shifting consumer preferences and behaviors; a highly competitive operating
environment; a rapidly changing retail landscape; continued macroeconomic and
geopolitical volatility; significant inflationary and supply chain pressures,
and an evolving regulatory landscape. The coronavirus (COVID-19) pandemic and
its impact to the Company's business resulted in the acceleration of the
turnaround initiatives in many respects.

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 growth. One such initiative that was announced
in the third quarter of 2021 is Project Ovid, a multi-year, customer centric
supply chain initiative to transform the Company's go-to-market capabilities in
the U.S., improve customer service levels and drive operational efficiencies.
This initiative is expected to leverage technology to further simplify the
organization by harmonizing and automating processes. 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. The initiative is
intended to reduce administrative complexity, improve inventory and invoicing
workflow for our customers and enhance product availability for consumers
through omni-channel enablement. This new operating model is also expected to
drive efficiencies by better utilizing the Company's transportation and
distribution network.
















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Organizational structure

On March 31, 2022, the Company sold its Connected Home & Security ("CH&S")
business unit to Resideo Technologies, Inc. The results of operations for CH&S
continued to be reported in the Condensed Consolidated Statements of Operations
as part of the Commercial Solutions segment through March 31, 2022.

The five main reportable segments of the Company are as follows:

Segment                         Key Brands                                 Description of Primary Products
Commercial Solutions            Mapa, Quickie, Rubbermaid Commercial       

Commercial cleaning and maintenance solutions; closet and

                                Products and Spontex                       

organization of the garage; hygiene and handling systems

solutions

Home Appliances                 Calphalon, Crockpot, Mr. Coffee,           

Household products, including kitchen appliances

                                Oster and Sunbeam
Home                            Ball(1), Calphalon, Chesapeake Bay         

Food and household preservation products; fresh preservation products; Solutions

                       Candle, FoodSaver, Rubbermaid,             

vacuum sealants; gourmet cookware, bakeware and

                                Sistema, WoodWick and Yankee Candle        cutlery and home fragrance products
Learning and                    Aprica, Baby Jogger, Dymo, Elmer's,        

baby articles and baby care products; writing instruments, Development

                     EXPO, Graco, Mr. Sketch, NUK, Paper        

including markers and highlighters, pens and pencils; art

                                Mate, Parker, Prismacolor, Sharpie,        

some products; activity gluing and cutting products and

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

Products for outdoor and outdoor-related activities

                                Marmot

(1)[[Image Removed: nwl-20220331_g1.gif]]and Ball® TM from Ball Corporation, used under license.

This 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 16 of the Notes to the Unaudited Condensed Consolidated Financial
Statements for further information.

RECENT DEVELOPMENTS

The COVID-19 pandemic, which began in late 2019, continued to disrupt the company’s global operations, similar to those of many large multinational companies in three main areas:

Supply chain. The Company continues to face significant product, supply and
labor shortages, capacity constraints and logistical challenges across its
businesses, including port congestion, constrained shipping 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, including resin and metals, sourced
finished goods, transportation and labor, which had a negative
high-single-digit-percentage impact to costs of products sold in the first
quarter of 2022. 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 as of mid-March of 2020 due to COVID-19. These stores reopened by
the end of the third quarter of 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. At
that time, 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 experienced a surge in demand post
lockdowns, in particular Writing, Baby and Home Fragrance. While the seasonality
of the Company's businesses reverted back to historical trends in 2021,
uncertainty still remains over the volatility and direction of future consumer
demand patterns as certain of its businesses are lapping the prior-year surge in
demand.

The Company believes the extent of the impact of the COVID-19 pandemic 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 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 or hospitalizations, the development and availability of
effective treatments and vaccines, especially in areas where conditions have
recently worsened and work restrictions, operational 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 may
become available to the general public in the future, and any changes in
consumer demand patterns for the Company's products as the impact of the global
pandemic lessens.

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, and the Company has mandated vaccinations for its U.S.
professional and office-based employees.

Sale of Connected Home & Security

On March 31, 2022, the Company sold its CH&S business unit to Resideo
Technologies, Inc., for approximately $593 million, subject to customary working
capital and other post-closing adjustments. As a result, the Company recorded a
pretax gain of $130 million, which was included in other income, net in its
Condensed Consolidated Statements of Operations.

Share buyback program

On February 6, 2022, the Company's Board of Directors authorized a $375 million
Share Repurchase Program ("SRP"), effective immediately through the end of 2022.
The Company's common shares may be purchased by the Company in the open market,
in negotiated transactions or in other manners, as permitted by federal
securities laws and other legal requirements. On February 25, 2022, the Company
repurchased $275 million of its shares of common stock beneficially owned by
Carl C. Icahn and certain of his affiliates (collectively, "Icahn Enterprises"),
at a purchase price of $25.86 per share, the closing price of the Company's
common shares on February 18, 2022. At March 31, 2022, the Company has remaining
authority to repurchase approximately $100 million of shares of common stock
under the SRP.

Debt Ratings

On February 11, 2022, S&P Global Inc. ("S&P") upgraded the Company's debt rating
to "BBB-" from "BB+" as S&P believed the Company has been able to achieve S&P's
target debt level. As a result of this upgrade, the Company is now in a position
to access the commercial paper market, up to a maximum of $800 million provided
there is a sufficient amount available for borrowing under the Company's $1.25
billion revolving credit facility maturing in December 2023 (the "Credit
Revolver"). In addition, the interest rate on the relevant senior notes
decreased by 25 basis points due to the upgrade, reducing the Company's interest
expense by approximately $10 million on an annualized basis (approximately $8
million in 2022). However, certain of the Company's outstanding senior notes
aggregating to approximately $4.2 billion are still subject to an interest rate
adjustment of 25 basis points in connection with the Moody's Corporation
("Moody's") downgraded debt rating in 2020.

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