NWL 10-K Annual Report Dec. 31, 2022 | Alphaminr
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NWL 10-K Fiscal year ended Dec. 31, 2022

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NEWELL BRANDS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 7, Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7, Management S Discussion and Analysis Of Financial ConditionItem 1A. Risk FactorsItem 7 and Footnotes 1 and 7 Of Notes To Consolidated Financial StatementsItem 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 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1A. Risk Factors - Financial RisksItem 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 InformationItem 9C. Disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 3 Articles Of Incorporation and By-lawsItem 4 Instruments Defining The Rights Of Security Holders, Including IndenturesItem 10 Material ContractsItem 18 Preferability Letter Regarding Change in Accounting PrincipleItem 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

3.1 Restated Certificate of Incorporation of Newell Brands Inc. as of April 15, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated April 15, 2016, File No. 001-09608). 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Newell Brands Inc., as amended as of May 7, 2019 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 10, 2019, File No. 001-09608). 3.3 By-Laws of Newell Brands Inc., as amended May 7, 2019 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated May 10, 2019, File No. 001-09608). 4.1 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 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 Form 8-K dated June 11, 2012, File No. 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 Form 8-K dated 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 Form 10-Q for the quarterly period ended March 31, 2016, File No. 001-09608). 4.5 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 Form 8-K dated June 11, 2012, File No. 001-09608). 4.6 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 Form 8-K dated November 14, 2014, File No. 001-09608). 4.7 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 Form 8-K dated October 14, 2015, File No. 001-09608). 4.8 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 Form 8-K dated March 18, 2016, File No. 001-09608). 4.9 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 Form 8-K dated March 18, 2016, File No. 001-09608). 4.10 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 Form 8-K dated March 18, 2016, File No. 001-09608). 4.11 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 Form 8-K dated March 18, 2016, File No. 001-09608). 4.12 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 Form 8-K dated March 18, 2016, File No. 001-09608). 4.13 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 on Form 10-K for the year ended December 31, 2016, File No. 001-09608). 4.14 Form of 4.875% 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 4.1 to the Companys Current Report on Form 8-K dated May 26, 2020, File No. 001-09608). 4.15 Form of 6.375% note due 2027 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 14, 2022, File No. 001-09608). 4.16 Form of 6.625% note due 2029 issued pursuant to the Indenture, dated as of November 19, 2022, between the Company and U.S. Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated September 14, 2022, File No. 001-09608). 10.1* 2021 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 17, 2021, File No. 001-09608. 10.2* Amended and Restated Newell Brands Inc. Management Bonus Plan, effective January 1, 2021, (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated February 17, 2021, File No. 001-09608. 10.3* 2022 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 11, 2022, File No. 001-09608). 10.4* Purchase Agreement dated February 21, 2022, by and between the Company and the Icahn Parties (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 22, 2022, File No. 001-09608). 10.5* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.6* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Vice President Level and above) (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.7* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Director Level) (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.8* Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No. 001-09608). 10.9* Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (incorporated by reference to Exhibit 10.8 to The Companys Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No. 001-09608). 10.10* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for Non-Employee Directors(incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarterly report period ended June 30, 2022, File No. 001-09608). 10.12* 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan (incorporated by reference to 10.1 of the Companys Current Report on Form 8-K dated May 6, 2022, File No. 001-09608). 10.13* 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan (incorporated by reference to 10.2 of the Companys Current Report on Form 8-K dated May 6, 2022, File No. 001-09609). 10.14* Offer Letter, dated March 4, 2021, between the Company and Michal Geller (incorporated by reference to Exhibit 10.10 to The Companys Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No. 001-09608). 10.15* Newell Rubbermaid Inc. 2008 Deferred Compensation Plan as amended and restated August 5, 2013 (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report Form 10-Q for the quarter period ended June 30, 2013). 10.16* 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 Form 8-K dated August 9, 2017, File No. 001-09608). 10.17* Second Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated November 8, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.18* Third Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated December 19, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.19* Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.20* Fifth Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan effective August 10, 2022 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022). 10.21* 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 Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09608). 10.22* Newell Rubbermaid Inc. Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Companys Report on Form 10-K for the year ended December 31, 2007, File No. 001-09608). 10.23* 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 Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09608). 10.24* Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated October 30, 2018 (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, File No. 001-09608). 10.25* Amendment to the Newell Brands Inc. Supplemental Employee Savings Plan effective January 1, 2019 (incorporated by reference to Exhibit 10.11 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 006-09608). 10.26* Newell Brands Employee Savings Plan, as amended and restated, effective January 1, 2018, as entered into on December 20, 2018 (incorporated by reference to Exhibit 10.17 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 006-09608). 10.27* Amendment No. 1 to the Newell Brands Employee Savings Plan, effective January 1, 2019, First Amendment to the Newell Brands Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 10-Q for the quarterly period ended June 30, 2020, File No. 006-09608). 10.28* Amendment No. 2 dated December 30, 2021, to the Newell Brands Employee Savings Plan (as amended and restated effective January 1, 2018, and amended by the First Amendment effective January 1, 2019) (incorporated by reference to Exhibit 10.9 of the Companys Quarterly Report Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.29* Amendment No. 3, dated June 7, 2022, to the Newell Brands Employee Savings Plan, (effective January 1, 2018, and most recently amended by the Second Amendment effective January 1, 2022) (incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No. 001-09608). 10.30* Amendment No. 4, dated December 27, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018, and most recently amended by the Third Amendment effective March 1, 2022. 10.31* Newell Brands Supplemental Employee Savings Plan, dated January 1, 2018 (incorporated by reference to Exhibit 10.7 to the Companys Report on Form 10-K for the year ended December 31, 2017, File No. 001-09608). 10.32* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 006-09608). 10.33* Amendment No. 2, dated June 7, 2022, to the Newell Brands Supplemental Employee Savings Plan, (effective January 1, 2018, and amended by the First Amendment effective January 1, 2020) (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022. 10.34* Newell Rubbermaid Severance Plan and Summary Plan Description for Directors and above, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.18 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 006-09608). 10.35* Newell Brands Employee Severance Plan and Summary Plan Description for Salary Band 6 and above, amendment and restatement of the Newell Rubbermaid Severance Plan, effective as of January 1, 2023. 10.36* Newell Rubbermaid Inc. 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 11, 2010, File No. 001-09608). 10.38* First Amendment to the Newell Rubbermaid Inc. 2013 Incentive Plan dated as of February 14, 2018 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, File No. 001-09608). 10.39* Second Amendment to the Newell Rubbermaid Inc. 2013 Incentive Plan effective as of July 26, 2019. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, File No. 001-09608). 10.40* 2018 Long Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February 13, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 13, 2018, File No. 001-09608). 10.41* 2019 Long-Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February 6, 2019 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 12, 2019, File No. 001-09608). 10.42* 2020 Long Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc. 2013 Incentive Plan, as updated February 13, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 20, 2020, File No. 001-09608). 10.43* Amended Exhibit A to 2020 Long Term Incentive Plan Terms and Conditions and 2020 Restricted Stock Unit Award Agreements with the CEO and the Management Committee (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 12, 2020, File No. 001-09608). 10.44* 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 Form 8-K dated July 18, 2011, File No. 001-09608). 10.45* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Bradford R. Turner (incorporated by referenced to Exhibit 99.2 to the Companys Current Report on Form 8-K dated May 18, 2018, File No. 001-09608). 10.46* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Management Committee) (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.47* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.48* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Financial Officer (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.49* Form of Non-Employee Director Restricted Stock Unit Award Agreement, for Annual Awards Issued to Non-Employee Directors under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended May 7, 2019, (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No. 001-09608). 10.50* Form of 2018 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as amended February 13, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated February 13, 2018, File No. 001-09608). 10.51* Form of 2019 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan for Employees, as amended February 14, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 20, 2019, File No. 001-09608). 10.52* Form of 2020 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to Employees (Management Committee) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.53* Form of 2020 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.54* Form of Non-Employee Director Stock Award Agreement under the Newell Rubbermaid 2013 Incentive Plan, for Shares Granted Quarterly to Directors Electing Fee Payments in Stock in Lieu of Cash (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, File No. 001-09608). 10.55* 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 Form 10-K for the year ended December 31, 2014, File No. 001-09608). 10.56* Form of Waiver and Termination Agreement between Newell Brands Inc. and Executives (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, File No. 001-09608). 10.57* 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 Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09608). 10.58* Compensation Arrangement with Christopher H. Peterson, dated November 21, 2018 (incorporated by reference to Exhibit 10.61 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.59* Interim CEO Offer Letter dated June 25, 2019 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K dated June 25, 2019, File No. 001-09608). 10.60* Amendment to 2019 Offer Letter of Christopher H. Peterson, dated December 28, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 30, 2020, File No. 001-09608). 10.61* Letter Agreement, dated February 9, 2022, between the Company and Christopher H. Peterson regarding Participation in the Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2022, File No. -001-09608.). 10.62* Letter Agreement, dated May 16, 2018, between Newell Brands Inc. and Bradford R. Turner (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K dated May 18, 2018, File No. 001-09608). 10.63* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated March 8, 2019 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No. 001-09608). 10.64* Relocation Repayment Agreement and Letter Agreement dated March 13, 2019 between Newell Brands Inc. and Bradford R. Turner. (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No. 001-09608). 10.65* Retirement Agreement and General Release, dated as of March 21, 2019, by and between Newell Brands Inc. and Michael B. Polk (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 22, 2019, File No. 001-09608). 10.66* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated May 26, 2018 (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No. 001-09608). 10.67* Retention Bonus Agreement and Letter Agreement dated May 16, 2018, between Newell Brands Inc. and Russell Torres (incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No. 001-09608). 10.68* 2019 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated June 25, 2019, File No. 001-09608). 10.69* CEO Offer Letter dated July 29, 2019 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K dated July 30, 2019, File No. 001-09608). 10.70* CEO Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated July 30, 2019, File No. 001-09608). 10.71* Newell Brands Executive Severance Plan effective July 26, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated July 30, 2019, File No. 001-09608). 10.72* Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, the Guarantors from time to time 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 Form 8-K dated September 6, 2022, File No. 001-09608). 10.73 Second Amended and Restated Credit Agreement, dated as of December 12, 2018, among Newell Brands Inc., the Subsidiary Borrowers thereto, the Guarantors from time-to-time borrowers 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 Form 8-K dated December 18, 2018, File No. 001-09608). 10.74 Amended and Restated Loan and Servicing Agreement, dated as of October 2, 2019, among Jarden Receivables, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association and Royal Bank of Canada, each as an 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 Form 8-K dated October 4, 2019, File No. 001-09608). 10.75 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 Form 10-Q for the quarterly period ended September 30, 2017, File No. 001-09608). 10.76 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 Form 10-K for the year ended December 31, 2016, File No. 001-09608). 10.77 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 Form 10-Q for the quarterly period ended March 31, 2017, File No. 001-09608). 10.78 Fourth Omnibus Amendment, dated May 31, 2018 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 10.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, File No. 001-09608). 10.79 Sixth Omnibus Amendment, dated as of March 14, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association, as Issuing Lender, to Loan and Servicing Agreement, dated as of October 3, 2016, and Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 15, 2019, File No. 001-09608). 10.80 Seventh Omnibus Amendment, dated as of June 18, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association, as Issuing Lender, to Loan and Servicing Agreement, dated as of October 3, 2016, and Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No. 001-09608). 10.81 Eighth Omnibus Amendment dated as of March 20, 2020, to Amended and Restated Loan and Servicing Agreement, dated as of October 2, 2019, among Jarden Receivables, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association and Royal Bank of Canada, each as an Issuing lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.82 Ninth Omnibus Amendment, dated as of May 26, 2022 is the Second Amendment to Amended and Restated Loan and Servicing Agreement entered into among Jarden Receivables, LLC; Newell Brands Inc.; PNC Bank, National Association and Royal Bank of Canada (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated June 2, 2022, File No. 001-09608). 18.1 Preferability letter from PricewaterhouseCoopers LLP dated February 15, 2023. 21.1 Subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Rule 12a-14(a) or Rule 15d-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. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.