NWL 10-K Annual Report Dec. 31, 2017 | Alphaminr
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NWL 10-K Fiscal year ended Dec. 31, 2017

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NEWELL BRANDS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 2 - Plan Of Acquisition, Reorganization, Arrangement, Liquidation Or SuccessionItem 3 - Articles Of Incorporation and By-lawsItem 4 - Instruments Defining The Rights Of Security Holders, Including IndenturesItem 10 - Material ContractsItem 12 - Statement Re Computation Of RatiosItem 21- Subsidiaries Of The RegistrantItem 23 - Consent Of Experts and CounselItem 31 - Rule 13a-14(a)/15d-14(a) CertificationsItem 32 - Section 1350 CertificationsItem 101 - Interactive Data FileItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of December 13, 2015, by and among Newell Rubbermaid Inc., Jarden Corporation, NCPF Acquisition Corp. I and NCPF Acquisition Corp. II (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form8-Kdated December13, 2015, FileNo.001-09608). 2.2 Stock and Asset Purchase Agreement, dated as of October12, 2016, by and between Newell Brands Inc. and Stanley Black & Decker, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form8-Kdated October12, 2016, FileNo.001-09608). 2.3 First Amendment to Stock and Asset Purchase Agreement, dated as of March 1, 2017 by and between Newell Brands Inc. and Stanley Black& Decker, Inc. (incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form8-Kdated March14, 2017, FileNo.001-09608). 3.1 Restated Certificate of Incorporation of Newell Brands Inc., as amended as of April 15, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kdated April15, 2016, FileNo.001-09608). 3.2 By-Lawsof Newell Brands Inc., as amended April 15, 2016 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form8-Kdated April15, 2016, FileNo.001-09608). 4.2 Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated June11, 2012, FileNo.001-09608). 4.3 Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated November 14, 2014, File No.001.09608). 4.4 Specimen Stock Certificate for Newell Brands Inc. (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended March31, 2016, FileNo.001-09608). 4.5 Form of 6.25% Notes due 2018 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kdated March25, 2008, FileNo.001-09608). 4.6 Form of 4.70% Notes due 2020 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated August2, 2010, FileNo.001-09608). 4.7 Form of 4.000% Note due 2022 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form8-Kdated June11, 2012, FileNo.001-09608). 4.8 Form of 2.050% Note due 2017 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated November29, 2012, FileNo.001-09608). 4.9 Form of 2.875% Note due 2019 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kdated November 14, 2014, FileNo.001-09608). 4.10 Form of 4.000% Note due 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form8-Kdated November 14, 2014, FileNo.001-09608). 4.11 Form of 2.150% Note due 2018 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated October 14, 2015, FileNo.001-09608). 4.12 Form of 3.900% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kdated October 14, 2015, FileNo.001-09608). 4.13 Form of 2.600% note due 2019 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.14 Form of 3.150% note due 2021 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.15 Form of 3.850% note due 2023 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.16 Form of 4.200% note due 2026 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.17 Form of 5.375% note due 2036 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.18 Form of 5.500% note due 2046 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form8-Kdated March18, 2016, FileNo.001-09608). 4.19 Form of 3 3/4% note due 2021 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.19 to Newells Annual Report onForm10-Kfor the year ended December 31, 2016, FileNo.001-09608). 4.20 Form of 5% note due 2023 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Newells Annual Report on Form10-Kfor the year ended December 31, 2016, FileNo.001-09608). 10.1* Newell Rubbermaid Inc. Deferred Compensation Plan as amended and restated August 5, 2013 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2013, FileNo. 001-09608). 10.2* First Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated August 9, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated August9, 2017 FileNo.001-09608). 10.4* Newell Rubbermaid Inc. Deferred Compensation Plans Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2013, FileNo. 001-09608). 10.5* Newell Rubbermaid Inc. Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Companys Report on Form10-Kfor the year ended December31, 2007, FileNo.001-09608). 10.6* First Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan dated August 5, 2013 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2013, FileNo. 001-09608). 10.7* Newell Brands Supplemental Employee Savings Plan, dated January1, 2018. 10.8* Rexair LLC Retirement Savings and Investment Plan, as amended and restated, dated January1, 2018. 10.9* Newell Brands Employee Savings Plan, as amended and restated, dated January1, 2018. 10.10* Newell Rubbermaid Severance Plan Summary Plan Description for Executives in Bands 10 and above, effective July 1, 2014 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2014, FileNo. 001-09608). 10.11* Newell Rubbermaid Inc. 2003 Stock Plan, as amended and restated effective February8, 2006, and as amended effective August 9, 2006 (incorporated by reference to Appendix B to the Companys Proxy Statement, dated April 3, 2006, and Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended September30, 2006, FileNo.001-09608). 10.12* Newell Rubbermaid Inc. 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated May11, 2010, FileNo.001-09608). 10.13* First Amendment to the Newell Rubbermaid Inc. 2010 Stock Plan dated July 1, 2011 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2011, FileNo. 001-09608). 10.15* Newell Brands Inc. Management Bonus Plan (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form8-Kdated February8, 2017, FileNo.001-09608). 10.16* Forms of Stock Option Agreement under the Newell Rubbermaid Inc. 2003 Stock Plan (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form10-Kfor the year ended December31, 2008, FileNo.001-09608). 10.17* Form of Michael B. Polk Stock Option Agreement for July 18, 2011 Award (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated July18, 2011, FileNo.001-09608). 10.18* Performance-Based Restricted Stock Unit Award Agreement of Mark Tarchetti dated May 10, 2016 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.19* Performance-Based Restricted Stock Unit Award Agreement of Ralph Nicoletti dated June 8, 2016 (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.20* Performance-Based Restricted Stock Unit Award Agreement of Fiona Laird, dated May 31, 2016 (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form10-Kfor the year ended December31, 2016, FileNo. 001-09608). 10.21* Form of Agreement for Restricted Stock Unit Award Granted to Paula S. Larson on December 16, 2013 (incorporated by reference to Exhibit 10.23 to the Companys Report on Form10-Kfor the year ended December31, 2014, FileNo.001-09608). 10.22* 2014 Restricted Stock Unit Equivalent Award Agreement dated as of December 28, 2015 between Newell Rubbermaid Inc. and Mark S. Tarchetti (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated December22, 2015, FileNo.001-09608). 10.23* 2015 Restricted Stock Unit Equivalent Award Agreement dated as of December 28, 2015 between Newell Rubbermaid Inc. and Mark S. Tarchetti (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form8-Kdated December22, 2015, FileNo.001-09608). 10.24* Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan for 2014 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended March31, 2014, FileNo.001-09608). 10.25* Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February 10, 2015 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated February10, 2015, FileNo.001-09608). 10.26* Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended May 10, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated May10, 2016, FileNo.001-09608). 10.27* Long-Term Incentive Performance Pay Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended on February8, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated February8, 2017, FileNo.001-09608). 10.28* Form of Stock Option Agreement under the Newell Rubbermaid Inc. 2010 Stock Plan (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2010, FileNo.001-09608,FileNo.001-09608). 10.29* Form of Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2010 Stock Plan for 2013 Awards (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended March31, 2013, FileNo.001-09608). 10.30* Form of Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Awards to Employees (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2013, FileNo.001-09608). 10.31* Form of 2017 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as amended May 9, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2017, FileNo. 001-09608). 10.32* Form ofNon-EmployeeDirector Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended May9, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2017, FileNo.001-09608). 10.33* Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for 2014 Awards (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended March31, 2014, FileNo.001-09608). 10.34* Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees as Amended February 10, 2015 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form8-Kdated February10, 2015, FileNo.001-09608). 10.35* Form of Restricted Stock Unit Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as Amended May 10, 2016 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated May13, 2016, FileNo.001-09608). 10.36* Form of 2017 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as amended February8, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated February8, 2017, FileNo.001-09608). 10.37* Form ofNon-EmployeeDirector Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Awards Beginning May 2014 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2014, FileNo.001-09608). 10.38* Employment Security Agreement with Michael B. Polk dated July 18, 2011 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended September30, 2011, FileNo. 001-09608). 10.39* Form of Employment Security Agreement between the Company and the named executive officers of the Company other than the Chief Executive Officer (incorporated by reference to Exhibit 10.39 to the Companys Annual Report on Form10-Kfor the year ended December31, 2014, FileNo.001-09608). 10.40* Newell Rubbermaid Inc. Employment Security Agreements Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2013, FileNo. 001-09608). 10.41* Written Compensation Arrangement with Michael B. Polk, dated June 23, 2011 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated June23, 2011, FileNo.001-09608). 10.42* Amendment to Written Compensation Arrangement with Michael B. Polk, dated October 1, 2012 (incorporated by reference to Exhibit 10.34 to the Companys Annual Report on Form10-Kfor the year ended December31, 2012, FileNo.001-09608). 10.43* Amendment to Written Compensation Arrangement with Michael B. Polk dated May 11, 2016 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.44* Compensation Arrangement with Mark Tarchetti dated May 12, 2016 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.45* Compensation Arrangement with William A. Burke III, dated May 12, 2016 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.46* Compensation Arrangement with Ralph Nicoletti dated May 12, 2016 (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo. 001-09608). 10.47* Compensation Arrangement with Fiona Laird dated May 25, 2016 (incorporated by reference to Exhibit 10.38 to the Companys Annual Report on Form10-Kfor the year ended December31, 2016, FileNo. 001-09608). 10.48* Separation Agreement and General Release, dated as of March 10, 2016, by and between Newell Rubbermaid Inc. and Paula Larson (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated March10, 2016, FileNo.001-09608). 10.49* Separation Agreement and General Release, dated as of May 12, 2016, by and between Newell Brands Inc. and John K. Stipancich (incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June 30, 2016, FileNo.001-09608). 10.50* Separation Agreement and General Release, dated as of July 28, 2016, by and between Newell Brands Inc. and Joseph A. Arcuri (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-Kdated July28, 2016, FileNo.001-09608). 10.51* Separation Agreement and General Release, dated as of August 24, 2017, by and between Newell Brands Inc. and Fiona C. Laird (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated August24, 2017, FileNo.001-09608). 10.52 Advisory Services Agreement, dated as of December 13, 2015, by and among Newell Rubbermaid Inc. and Mariposa Capital, LLC (incorporated by reference to Exhibit 10.2 of Amendment No. 1 to Newells Registration Statement on FormS-4/Afiled on February17, 2016, FileNo.333-208989). 10.53 Assignment and Assumption Agreement dated as of April 25, 2016 by and between Mariposa Capital, LLC and Mariposa Associates, LLC whereby Mariposa Capital, LLC assigns its rights, duties and obligations under the Advisory Services Agreement, dated as of December 13, 2015, by and among Newell Rubbermaid Inc. and Mariposa Capital, LLC to Mariposa Associates, LLC (incorporated by reference to Exhibit 10.24 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended June30, 2016, FileNo.001-09608). 10.54* Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Martin E. Franklin (incorporated by reference to Exhibit 10.4 of Jarden Corporations Current Report on Form8-Kdated December17, 2015, FileNo.001-13665). 10.55* Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Ian G.H. Ashken (incorporated by reference to Exhibit 10.5 of Jarden Corporations Current Report on Form8-Kdated December17, 2015, FileNo.001-13665). 10.56 Amended and Restated Credit Agreement dated as of January 26, 2016 among Newell Rubbermaid Inc., the subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated January26, 2016, FileNo.001-09608). 10.57 Term Loan Credit Agreement dated as of January 26, 2016 among Newell Rubbermaid Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kdated January26, 2016, FileNo.001-09608). 10.58 Loan and Servicing Agreement, dated as of October 3, 2016, among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, Wells Fargo Bank, National Association, as Issuing Lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kdated October3, 2016, FileNo.001-09608). 10.59 Third Amendment dated as of July24, 2017 to the Loan and Servicing Agreement and Waiver, dated October 3, 2016, among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended September30, 2017, FileNo.001-09608). 10.60 Third Amendment to Receivables Contribution and Sale Agreement, dated as of October 31, 2017 among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended September30, 2017, FileNo.001-09608). 10.61 Omnibus Amendment, dated as of December 16, 2016 among Jarden Receivables, LLC, Originator parties thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.49 to the Companys Annual Report on Form10-Kfor the year ended December31, 2016, FileNo.001-09608). 10.62 Second Omnibus Amendment, dated as of March 29, 2017 among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the quarterly period ended March31, 2017, FileNo.001-09608). 12 Statement of Computation of Earnings to Fixed Charges. 21.1 Significant Subsidiaries of the Company. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ernst& Young LLP. 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a)or Rule15d-14(a),as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Rule12a-14(a)or Rule15d-14(a),as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.