Bond NewellCo 4.875% ( US651229BB19 ) in USD

Issuer NewellCo
Market price 99.93 %  ⇌ 
Country  United States
ISIN code  US651229BB19 ( in USD )
Interest rate 4.875% per year ( payment 2 times a year)
Maturity 01/06/2025 - Bond has expired



Prospectus brochure of the bond Newell Brands US651229BB19 in USD 4.875%, expired


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 651229BB1
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating Ba3 ( Non-investment grade speculative )
Detailed description Newell Brands is a global consumer goods company that owns a portfolio of well-known brands across various categories including home, kitchen, and outdoor products.

The Bond issued by NewellCo ( United States ) , in USD, with the ISIN code US651229BB19, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/06/2025

The Bond issued by NewellCo ( United States ) , in USD, with the ISIN code US651229BB19, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by NewellCo ( United States ) , in USD, with the ISIN code US651229BB19, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







Form 424(b)(5)
424B5 1 d923693d424b5.htm FORM 424(B)(5)
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price

Registration Fee(1)
4.875% Senior Notes due 2025

$500,000,000

99.500%

$497,500,000

$64,576


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-238122

Prospectus Supplement
(To Prospectus Dated May 8, 2020)
$500,000,000


$500,000,000 4.875% Notes due 2025


The notes will mature on June 1, 2025. Interest on the notes will be payable semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2020. We may redeem the notes in whole or in part at any time at the redemption prices described in this prospectus
supplement.
We intend to use the net proceeds of the offering of the notes for general corporate purposes, which may include the repayment of outstanding
borrowings. See "Use of Proceeds."
We may redeem the notes in whole or in part at our option and from time to time at the applicable redemption prices described under "Description
of the Notes--Optional Redemption." If a change of control triggering event as described herein occurs with respect to the notes, the holders of the notes
may require us to purchase all or a portion of such holder's notes at a price equal to 101% of the principal amount, plus accrued interest, if any. See
"Description of the Notes--Change of Control Offer."
The notes will be senior unsecured obligations of Newell Brands and will rank equally in right of payment with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding.


Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.


Investing in the notes involves risks that are described or referenced in the "Risk Factors" section on page S-14
of this prospectus supplement.
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Form 424(b)(5)





Per Note

Total

Public Offering Price

99.500%
$497,500,000
Underwriting Discount and Commissions

0.900%
$
4,500,000
Proceeds, Before Expenses, to Us

98.600%
$493,000,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from May 26, 2020.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company and its participants including Clearstream and
the Euroclear system, against payment in New York, New York on or about May 26, 2020.
Joint Book-Running Managers

J.P. Morgan


Goldman Sachs & Co. LLC
Credit Suisse

Barclays

BofA Securities


May 20, 2020
Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement

About this Prospectus Supplement
S-ii
Incorporation by Reference
S-iii
Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-14
Use of Proceeds
S-19
Capitalization
S-20
Description of the Notes
S-22
Certain Material U.S. Federal Income Tax Considerations
S-31
Certain ERISA and Related Considerations
S-36
Underwriting
S-39
Legal Matters
S-44
Experts
S-44
Prospectus


Page
Newell Brands Inc.

1
Forward-Looking Statements

1
Where You Can Find More Information

3
Risk Factors

4
Use of Proceeds

4
Description of Debt Securities

5
Description of Capital Stock

16
Description of Rights

20
Description of Warrants

21
Description of Stock Purchase Contracts and Stock Purchase Units

22
Material U.S. Federal Income Tax Consequences

23
Plan of Distribution

23
Legal Matters

25
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Form 424(b)(5)
Experts

25

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about Newell Brands Inc. and about the notes. They also refer to
information contained in other documents filed by us with the SEC and incorporated into this prospectus supplement by reference. References to this
prospectus supplement or the accompanying prospectus also include the information contained in such other documents. To the extent that information
appearing in a later filed document is inconsistent with prior information, the later statement will control. If this prospectus supplement is inconsistent with
the accompanying prospectus, you should rely on this prospectus supplement.
We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained
or incorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared. We and
the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This
prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of the respective
dates of such documents.
In this prospectus supplement, unless otherwise indicated, references to "Newell Brands," "Company," "Newell," "we," "us," and "our" refer to
Newell Brands Inc. and its subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the
accompanying prospectus.

S-ii
Table of Contents
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information we file with it,
which means that we can disclose important information to you by referring you to documents filed with the SEC. The information incorporated by
reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede
this information. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement or the accompanying
prospectus and information incorporated by reference into this prospectus supplement or the accompanying prospectus, you should rely on the information
contained in this prospectus supplement or the accompanying prospectus, unless the information incorporated by reference was filed after the date of this
prospectus supplement or the accompanying prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than any portions of such filings
that are furnished rather than filed under applicable SEC rules) until our offering is completed:


1.
Our Annual Report on Form 10-K for the year ended December 31, 2019 (the "Form 10-K") filed with the SEC on March 2, 2020.


2.
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "Form 10-Q") filed with the SEC on May 1, 2020.

3.
The portions of our definitive Proxy Statement on Schedule 14A filed with the SEC on March 26, 2020 and incorporated by reference into our

Annual Report on Form 10-K.

4
Our Current Reports on Form 8-K filed with the SEC on January 17, 2020, February 10, 2020, as amended, February 14, 2020 (Item 8.01

only), February 20, 2020 and May 13, 2020.
You may request a copy of these filings at no cost by writing to or telephoning us at the following addresses:
Newell Brands Inc.
6655 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: 1-770-418-7000
Email: [email protected]
Attention: Office of Investor Relations

S-iii
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Form 424(b)(5)
Table of Contents
FORWARD-LOOKING STATEMENTS
We have made statements in this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference herein and
therein that are not historical in nature and constitute forward-looking statements in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration and
impact of the COVID-19 pandemic, effects of sales (including pricing), income/(loss), return on invested capital, operating income, operating margin or
gross margin improvements or declines, capital and other expenditures, working capital, cash flow, dividends, capital structure, debt to capitalization ratios,
debt ratings, availability of financing, interest rates, restructuring and other project-related costs, impairment and other charges, potential losses on
divestitures, impacts of changes in accounting standards, pending legal proceedings and claims (including environmental matters), future economic
performance, costs and cost savings, inflation or deflation with respect to raw materials and sourced products, productivity and streamlining, synergies,
changes in foreign exchange rates, product recalls, expected benefits and financial results from recently completed acquisitions and planned acquisitions
and divestitures, and management's plans, projections and objectives for future operations, performance and growth or the assumptions relating to any of
the forward-looking statements. 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," or similar statements. We caution 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 we 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 our ability to manage the demand, supply, and
operational challenges associated with the actual or perceived effects of the COVID-19 pandemic; our 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 our customers; risks related to our substantial indebtedness, potential increases in interest rates or
additional adverse changes in our credit ratings; our 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; our ability to remediate the material weaknesses in
internal control over financial reporting and to maintain effective internal control over financial reporting; our 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 impact of costs associated
with divestitures; our ability to effectively execute our turnaround plan; changes in the prices of raw materials and sourced products and our 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 our foreign operations, including currency fluctuations, exchange controls and pricing restrictions; a failure of one of our key
information technology systems, networks, processes or related controls or those of our services providers; the impact of U.S. or foreign regulations on our
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 and data privacy regulations; the potential inability to attract, retain and motivate key employees; the impact of new Treasury or tax
regulations and the resolution of tax contingencies resulting in additional tax liabilities; product liability, product recalls or related regulatory actions; our
ability to protect our intellectual property rights; significant increases in the funding obligations related to our pension plans; and other factors listed from
time to time in our SEC filings, including but not limited to the Form 10-K and Form 10-Q.

S-iv
Table of Contents
In addition, there can be no assurance that we have currently identified or assessed all of the factors that affect us or that the publicly available and
other information that we receive with respect to these factors is complete or correct. Changes in such assumptions or factors could produce significantly
different results. The information contained in this prospectus supplement and the accompanying prospectus and in the documents incorporated by
reference herein and therein is as of the date indicated. We assume no obligation to update any forward-looking statements contained in this prospectus
supplement and the accompanying prospectus and in the documents incorporated by reference herein and therein as a result of new information or future
events or developments.

S-v
Table of Contents
SUMMARY
The following summary may not contain all of the information that is important to you. You should read the following summary together with
more detailed information regarding us and the notes being sold in this offering and our financial statements and notes thereto which are incorporated
by reference into this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in the accompanying
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Form 424(b)(5)
prospectus.
Newell Brands Inc.
We are 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®. We sell our products in nearly 200
countries around the world and have operations on the ground in over 40 of these countries, excluding third party distributors.
Business Strategy. We are currently executing a turnaround strategy, with the vision of building a global, next generation consumer products
company that can unleash the full potential of our brands in a fast moving omni-channel environment. These strategies are designed to address key
challenges we are facing, 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.
We have identified the following strategic imperatives to address and adapt to these challenges during our turnaround period:


·
Strengthen our portfolio by investing in attractive categories aligned with our capabilities and strategy;

·
Sustainable profitable growth by focusing on innovation, as well as growth in digital marketing, e-commerce and our 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 us for long-term sustainable growth in order to achieve our short-to-near-term
goals of:


·
Growing core sales;


·
Improving operating margins;


·
Accelerating cash conversion cycle; and


·
Strengthening organizational capability and employee engagement.

S-1
Table of Contents
Organizational Structure. Our four reportable segments are as follows:

Segment

Key Brands

Description of Primary Products
Appliances and Cookware
Calphalon®, Crock-Pot®, Mr. Coffee®, Oster® and
Household products, including kitchen appliances,
Sunbeam®
gourmet cookware, bakeware and cutlery
Food and Commercial
Ball® (1), FoodSaver®, Rubbermaid®, Rubbermaid
Food storage and home storage products, fresh
Commercial Products®, Sistema®, Mapa®,
preserving products, vacuum sealing products,
Quickie® and Spontex®
commercial cleaning and maintenance solutions,

hygiene systems and material handling solutions
Home and Outdoor Living
Chesapeake Bay Candle®, Coleman®, Contigo®,
Products for outdoor and outdoor-related activities,
ExOfficio®, First Alert®, Marmot®, WoodWick®
home fragrance products and connected home and
and Yankee Candle®
security
Learning and Development
Aprica®, Baby Jogger®, Dymo®, Elmer's®,
Writing instruments, including markers and
EXPO®, Graco®, Mr. Sketch®, NUK®, Paper
highlighters, pens and pencils; art products; activity-
Mate®, Parker®, Prismacolor®, Sharpie®, Tigex®
based adhesive and cutting products; labeling
Waterman® and X-Acto®
solutions; baby gear and infant care products

(1)
Ball® TM of Ball Corporation, used under license.
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Form 424(b)(5)
Appliances and Cookware. The Appliances and Cookware segment designs, manufactures, sources, markets and distributes a diverse line of
household products. Kitchen appliances are primarily sold under the Crock-Pot®, Mr. Coffee®, Oster® and Sunbeam® trademarks. Aluminum and
stainless-steel cookware and bakeware are sold under the Calphalon® trademark. The Appliances and Cookware segment also has rights to sell
various small appliance products in substantially all of Europe under the Breville® brand name. The Appliances and Cookware segment primarily
markets its products directly to club, department store, drug/grocery, home centers, mass merchant, specialty retailers, distributors and e-commerce
companies.
Food and Commercial. The Food and Commercial segment designs, manufactures, sources, markets and distributes a diverse line of household
products. Food storage products are sold primarily under the FoodSaver®, Rubbermaid® and Sistema® trademarks. We also sell certain food storage
products under the Ball® trademark, pursuant to a license from Ball Corporation. The Commercial Business designs, manufactures or sources and
distributes cleaning and refuse products, hygiene systems and material handling solutions primarily under the Quickie®, Mapa®, Rubbermaid®,
Rubbermaid Commercial Products® and Spontex® trademarks.
The Food and Commercial segment primarily markets its products directly to club, department store, drug/grocery, home centers, commercial
products distributors, mass merchant, specialty retailers, distributors, e-commerce companies, select contract customers and other professional
customers.
Home and Outdoor Living. The Home and Outdoor Living segment designs, manufactures, sources, markets and distributes home fragrance and
home security products, as well as global consumer active lifestyle products for outdoor and outdoor-related activities. Home fragrance products are
sold primarily under the Chesapeake Bay Candle®, WoodWick® and Yankee Candle® trademarks. Home security products are primarily sold under
the First Alert® trademark. Active lifestyle products are sold primarily under the Coleman®, Contigo®, ExOfficio® and Marmot® trademarks.

S-2
Table of Contents
The Home and Outdoor Living segment primarily markets its products directly to club, department store, drug/grocery, home centers, mass
merchant, sporting goods and specialty retailers, distributors and e-commerce companies, as well as direct to consumers on-line and in Yankee
Candle retail stores.
Learning and Development. The Learning and Development segment designs, manufactures, sources, markets and distributes writing
instruments, including markers and highlighters, pens and pencils; art products; activity-based adhesive and cutting products; labeling solutions; baby
gear and infant care products. Writing instruments, activity-based adhesive and cutting products and labeling solutions products are sold primarily
under the Dymo®, Elmer's®, EXPO®, Mr. Sketch®, Paper Mate®, Parker®, Prismacolor®, Sharpie®, Waterman® and X-Acto® trademarks. Baby
gear and infant care and health products are sold primarily under the Baby Jogger®, Graco®, NUK® and Tigex® trademarks.
The Learning and Development segment primarily markets its products directly to mass merchants, warehouse clubs, drug/grocery stores, office
superstores, office supply stores, contract stationers, travel retail, distributors and e-commerce companies, and direct to consumers on-line.
We are a Delaware corporation. Our principal executive offices are located at 6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328, and our
telephone number is (770) 418-7000.
Coronavirus (COVID-19)
Impact on our business
Beginning late in the fourth quarter and into 2020, COVID-19 emerged and subsequently spread globally, ultimately being declared a pandemic
by the World Health Organization. The pandemic has 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. We began to experience significant COVID-19 related disruption to our business in three primary
areas:

·
Supply chain. While the majority of our factories are considered essential in their applicable jurisdictions and are operational, we are
experiencing disruption at certain of our facilities. Of our 135 manufacturing and distribution facilities, approximately 20 are or were
temporarily closed, the most significant of which include our South Deerfield, Massachusetts, Home Fragrance plant, our Mexicali,

Mexico and India Writing facilities and our Juarez, Mexico Connected Home and Security facility, all of which were closed in line with
government guidelines. The Mexicali and India Writing facilities have since reopened on a limited basis and are currently in the process
of ramping up to full operations. On May 18, 2020, our South Deerfield, Massachusetts, Home Fragrance plant was authorized to re-
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Form 424(b)(5)
open. We are also facing intermittent transportation and logistical challenges.

·
Retail. While our largest retail customers are experiencing a surge in sales as their stores remain open, a number of secondary customers,
primarily in the specialty and department store channels, have temporarily closed their brick and mortar doors. These dynamics, in

combination with some retailers' prioritization of essential items, have had a meaningful impact on retailers' order patterns. In addition,
we temporarily closed our Yankee Candle retail stores in North America as of mid-March.

·
Consumer demand patterns. As the quarantine phase of the pandemic has taken hold, consumer purchasing behavior has strongly shifted

to certain focused categories. While certain of our businesses have benefited from this shift, including Food and Commercial, others have
seen significant slowing.
As a result of these challenges, we experienced a significant negative impact on sales in March and April 2020 and expect this trend to continue
through at least the second quarter. For context, we estimate that sales in April 2020 were materially lower than April 2019.

S-3
Table of Contents
Mitigation Actions and Outlook
In response to the COVID-19 pandemic, we have focused on three priorities: protecting the health and well-being of our employees;
maintaining financial viability and business continuity; and keeping manufacturing facilities and distribution centers operating, where deemed prudent,
to provide products to our consumers. We have 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, we 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 our 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, we began temporarily closing all of the world-
wide retail stores within our Home and Outdoor Living segment. While most of our manufacturing and distribution sites remain open, we have also
experienced temporary closure of certain key operating facilities in the Home and Outdoor Living and Learning & Development segments, and
additional COVID-19 related closures could further disrupt our supply chain. We continue 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 our efforts to contain costs and maintain financial liquidity and flexibility, we have: instituted a hiring freeze for non-essential roles,
furloughed all field-based and most corporate retail employees in North America, effective April 1, 2020, tightened discretionary spending as well as
reduced and optimized advertising and promotional expenses.
As the COVID-19 pandemic continues to evolve, we believe the extent of the impact to our 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. Those primary drivers are beyond our
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 our sales, operating results, cash flows and financial condition. However, the effects that we have experienced in the first quarter have
been material to our operating results and we anticipate our second quarter results will worsen sequentially. Furthermore, the impact to our
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. As a result of the uncertainties described above, we withdrew our previously announced full year guidance for
2020.
Impairment Triggering Event
During the first quarter of 2020, we concluded that an impairment triggering event had occurred as a result of the COVID-19 global pandemic.
Accordingly, we performed an impairment test and determined that certain of our indefinite-lived intangible assets in the Appliances and Cookware,
Home and Outdoor Living and Learning and Development segments were impaired. During the three months ended March 31, 2020, we recorded an
aggregate non-cash charge of $1.3 billion to reflect impairment of these indefinite-lived trade names as their carrying values exceeded their fair
values. In addition, we determined that the goodwill associated with our Appliances and Cookware segment was impaired. During the three months
ended March 31, 2020, we recorded a non-cash charge of $212 million to reflect the impairment of goodwill as its carrying value exceeded its fair
value. See Footnotes 1 and 7 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 and Risk Factors in Part II,
Item 1A, of the Form 10-Q for more information.

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S-4
Table of Contents
Liquidity Update
In light of current uncertainty in the global economy, as well as equity and bond markets, due to the COVID-19 pandemic, we have taken
several actions and may continue to take actions to further strengthen our financial position and balance sheet, and maintain financial liquidity and
flexibility, including, evaluating supply purchases, enhanced customer credit review processes, reviewing operating expenses, prioritizing capital
expenditures, as well as the extension of payment terms for goods and services. We have the ability to borrow under our existing Revolving Credit
Facility (as defined below). In addition, our existing Accounts Receivable Securitization Facility (the "Securitization Facility") had $289 million
outstanding at March 31, 2020 and, as of May 20, 2020, after giving effect to this offering and the use of proceeds contemplated hereby, we had
maximum net availability under the Securitization Facility of approximately $209 million.
At March 31, 2020, we did not have any amounts outstanding under our $1.25 billion unsecured revolving credit facility that matures in
December 2023 (the "Revolving Credit Facility"). In April 2020, we borrowed $125 million under the Revolving Credit Facility to, among other
things, repay the $40 million outstanding under our commercial paper program at March 31, 2020. We do not intend to retire any of our outstanding
notes prior to maturity or to repurchase any of our shares of common stock outstanding on the open market. In addition, we will continue to evaluate
all actions to strengthen our financial position and balance sheet, and maintain financial liquidity and flexibility, including the issuance of debt and
maintaining our capital allocation strategy.
At March 31, 2020, we had cash and cash equivalents of approximately $476 million, of which approximately $308 million was held by our
non-U.S. subsidiaries. Our available cash and cash equivalents, cash flows generated by operating activities and borrowing capacity along with the
actions described above, provide us with continued financial viability and adequate liquidity to fund our operations. Our cash requirements are subject
to change as business conditions warrant. As the COVID-19 pandemic is complex and rapidly evolving, our plans as described above may change. At
this point, we are unable to predict the duration and severity of this pandemic; however, the pandemic could have a material adverse impact on our
future sales, results of operations, financial position and cash flows, particularly if the current circumstances continue to exist for a prolonged period
of time, which could impact our ability to satisfy financial maintenance covenants and could limit the ability to make future borrowings under existing
debt instruments. See "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources" in the Form 10-Q and "Risk Factors--Risks Related to COVID-19" below for more information.

S-5
Table of Contents
The Offering
The following is a brief summary of the notes and the offering. For a more complete description of the terms of the notes, see "Description of
the Notes" in this prospectus supplement.

Issuer
Newell Brands Inc., a Delaware corporation.

Securities Offered
$500 million initial aggregate principal amount of 4.875% notes due 2025, which mature
on June 1, 2025.

Interest Rate
The notes will bear interest at 4.875% per annum.

Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on June 1 and December 1 of
each year, commencing December 1, 2020 to holders of record on the May 15 or November
15 (whether or not a business day) immediately preceding the relevant interest payment date.

Optional Redemption
We may redeem all or part of the notes at any time prior to May 1, 2025 (the date that is one
month prior to the maturity date) at our option at a redemption price equal to the greater of:


· the principal amount of the notes being redeemed; or

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Form 424(b)(5)

· the Make-Whole Amount (as defined herein) for the notes being redeemed,


plus, in each case, accrued interest to the redemption date.

On or after May 1, 2025 (the date that is one month prior to the maturity date), we may
redeem all or part of the notes at any time at our option at a redemption price equal to 100%

of the principal amount of the notes being redeemed plus accrued interest to the redemption
date.

Change of Control Offer
If a change of control triggering event occurs with respect to the notes, each holder of the
notes may require us to purchase all or a portion of such holder's notes at a price equal to
101% of the principal amount, plus accrued interest, if any, to the date of purchase. See
"Description of the Notes--Change of Control Offer."

Ranking
The notes will:

· rank equally in right of payment with all of our unsecured and unsubordinated

indebtedness from time to time outstanding;

· be effectively junior in right of payment to any secured debt to the extent of the

value of the assets securing such debt;

· be structurally subordinated to all liabilities of our subsidiaries, and our ability to

pay principal and interest on the notes could be affected by the ability of our
subsidiaries to declare and distribute dividends or otherwise transfer assets to us.

The indenture under which the notes are being offered does not limit the amount of debt that

we or any of our subsidiaries may incur.

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Table of Contents
As of March 31, 2020, our subsidiaries had $326 million of debt outstanding, excluding

unamortized discounts and deferred financing fees.

Form and Denominations
The notes will be issued in book-entry form in denominations of $2,000 and integral
multiples of $1,000 in excess thereof and represented by one or more global notes deposited
with a custodian for, and registered in the name of a nominee of, The Depository Trust
Company.

Trading
The notes are a new issue of securities with no established trading market. We do not intend
to apply for listing of the notes on any securities exchange.

Trustee
U.S. Bank National Association.

Certain Covenants
The indenture contains certain restrictive covenants that, among other things, will limit our
ability to:

· consolidate with or merge into, or convey, transfer or lease all or substantially all of

our properties and assets to, any person; and

· with certain exceptions, create, incur, assume or suffer to exist any lien of any kind

upon any of our property or assets, or to permit any of our subsidiaries to do so upon
any of their respective assets, unless the notes are equally and ratably secured.


See "Description of the Notes."

Additional Notes
We may, without the consent of the holders, issue additional notes in the future and thereby
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Form 424(b)(5)
increase the principal amount of the notes outstanding. Such additional notes will have the
same terms and conditions and, assuming they are fungible with the original notes for U.S.
federal income tax purposes, the same CUSIP number as the notes so that the additional notes
will be consolidated and form a single series with the notes.

Use of Proceeds
We estimate that we will receive net proceeds from the sale of the notes of approximately
$491.5 million. We intend to use the net proceeds from the sale of the notes for general
corporate purposes, which may include the repayment of outstanding borrowings under our
Revolving Credit Facility and Securitization Facility, as well as the repayment of near-term
public debt at contractual maturities and other uses.

Risk Factors
Your decision to participate in the offering is a decision to invest in the notes, which
involves substantial risk. See "Risk Factors" beginning on page S-14 for a discussion of
factors you should carefully consider before deciding to participate in this offering.

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Table of Contents
Certain Material U.S. Federal Income Tax
For a discussion of certain material U.S. federal income tax considerations to holders of the
Considerations
notes, see "Certain Material U.S. Federal Income Tax Considerations."

Governing Law
The notes and the indenture are governed by, and construed in accordance with, the laws of
the State of New York.

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Summary Historical Consolidated Financial Data of Newell Brands
The following table presents summary historical consolidated financial data of Newell Brands. The summary historical consolidated financial
data as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019, are derived from Newell Brands'
audited consolidated financial statements and accompanying notes, which are contained in the Form 10-K, which is incorporated by reference into this
prospectus supplement. The summary historical consolidated financial data as of December 31, 2017 is derived from audited consolidated financial
statements of Newell Brands not included in the Form 10-K. The summary historical consolidated financial data as of March 31, 2020, and for the
three months ended March 31, 2020 and 2019, are derived from Newell Brands' interim unaudited consolidated financial statements and
accompanying notes, which are contained in the Form 10-Q, which is incorporated by reference into this prospectus supplement.
The information set forth below is only a summary. You should read the following information together with Newell Brands' audited
consolidated financial statements and accompanying notes and the sections entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in the Form 10-K and the Form 10-Q, which are incorporated by reference into this prospectus supplement, and
in Newell Brands' other reports filed with the SEC and incorporated by reference hereby.

For the Three Months


Ended March 31,

For the Years Ended December 31,



2020(1)(2)
2019(1)(2)
2019(3)(4)
2018(3)(4)
2017(3)
(in millions)











Statements of Operations Data(5)(6)





Net sales

$ 1,886
$
2,042
$
9,715
$ 10,154
$ 11,170
Gross profit


617

655

3,219

3,518

3,811
Operating income (loss)

(1,408)

12

(482)

(7,554)

707
Income (loss) before income taxes

(1,483)

(94)

(852)

(7,992)

919
Income (loss) from continuing operations

(1,279)

(74)

186

(6,633)

2,434
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