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Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-14 · 64 added, 37 removed, 249 unchanged (29% of the section changed)

12 unchanged sentences

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of Newell Brands Inc.’s internal control over financial reporting as of December 31, 2022.

Their report is presented in Item 8.

Their attestation report is presented in Item 8.

Changes in Internal Control Over Financial Reporting

72 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 26, 2020, File No.

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 Company’s Current Report on Form 8-K dated September 14, 2022, File No.

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 Company’s Current Report on Form 8-K dated September 14, 2022, File No.

Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not filing certain documents.

1 unchanged sentence

ITEM 10 — MATERIAL CONTRACTS

10.1* 2021 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 17, 2021, File No.

10.2* Amended and Restated Newell Brands Inc.

Management Bonus Plan, effective January 1, 2021, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 17, 2021, File No.

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.

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 Company’s Current Report on Form 8-K dated February 22, 2022, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

10.10* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for Non-Employee Director s (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly report period ended June 30, 2022, File No.

10.11* Newell Brands Inc.

2022 Incentive Plan, (incorporated by reference to Appendix B to the Company's Proxy Statement dated March 23, 2022, File No.

10.12* 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan (incorporated by reference to 10.1 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.

10.13* 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan (incorporated by reference to 10.2 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.

10.14* Offer Letter, dated March 4, 2021, between the Company and Michal Geller (incorporated by reference to Exhibit 10.10 to The Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

10.15* Newell Rubbermaid Inc.

Deferred Compensation Plan as amended and restated April 1, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.2* Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

2008 Deferred Compensation Plan as amended and restated August 5, 2013 (Incorporated by reference to Exhibit 10.5 of the Company’s 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 Company’s Current Report on Form 8-K dated August 9, 2017, File No.

10.17* Second Amendment to the Newell Rubbermaid Inc.

2 unchanged sentences

2008 Deferred Compensation Plan, as amended, dated December 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.5* 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 Company’s Current Report on Form 8-K dated August 9, 2017 File No.

10.6* Newell Rubbermaid Inc.

2002 Deferred Compensation Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, File No.

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 Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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 Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.8* Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated October 30, 2018 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, File No.

10.22* Newell Rubbermaid Inc.

1 unchanged sentence

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.24* Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated October 30, 2018 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, File No.

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 Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.12* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.13* Newell Brands Supplemental Employee Savings Plan, dated January 1, 2018 (incorporated by reference to Exhibit 10.7 to the Company’s Report on Form 10-K for the year ended December 31, 2017, File No.

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 Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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 Company’s Report on Form 10-Q for the quarterly period ended June 30, 2020, File No.

10.15* 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 Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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 Company’s Quarterly Report Form 10-Q for the quarterly period ended March 31, 2022, File No.

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 Company’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No.

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 Company’s Report on Form 10-K for the year ended December 31, 2017, File No.

10.32* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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 Company’s 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 Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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 Company’s Current Report on Form 8-K dated May 11, 2010, File No.

10.18* First Amendment to the Newell Rubbermaid Inc.

2010 Stock Plan dated July 1, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, File No.

10.37* Newell Rubbermaid Inc.

12 unchanged sentences

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.

10.26* Newell Brands Inc.

Management Bonus Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 8, 2017, File No.

10.27* Newell Brands Inc.

Amendment to Management Bonus Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 13, 2018, File No.

10.28* Form of Stock Option Agreement under the Newell Rubbermaid Inc.

2003 Stock Plan (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No.

10.44* Form of Michael B.

Polk Stock Option Agreement for July 18, 2011 Award (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 18, 2011, File No.

10.30* Performance-Based Restricted Stock Unit Award Agreement of Ralph Nicoletti dated June 8, 2016 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No.

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 Company’s Current Report on Form 8-K dated May 18, 2018, File No.

10.32* Form of Stock Option Agreement under the Newell Rubbermaid Inc.

2010 Stock Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No.

10.46* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.

5 unchanged sentences

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 , 201 9 ,

2013 Incentive Plan, as amended May 7, 2019, (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No.

10.50* Form of 2018 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

14 unchanged sentences

Peterson, dated November 21, 2018 (incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

10.59* Interim CEO Offer Letter dated June 25, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K dated June 25, 2019, File No.

10.60* Amendment to 2019 Offer Letter of Christopher H.

Peterson, dated December 28, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 30, 2020, File No.

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.

1 unchanged sentence

Turner (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 18, 2018, File No.

10.49* Settlement Agreement, dated September 14, 2018, by and between Newell Rubbermaid Global Limited and Richard Davies (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 14, 2018, File No.

10.50* Retirement Agreement and General Release, dated as of February 18, 2019, by and between Newell Brands Inc.

and William A.

Burke (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2019, File No.

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

8 unchanged sentences

and Russell Torres (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.57* Interim CEO Offer Letter dated June 25, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K dated June 25, 2019, File No.

10.68* 2019 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 25, 2019, File No.

2 unchanged sentences

10.71* Newell Brands Executive Severance Plan effective July 26, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 30, 2019, File No.

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 Company’s Current Report on Form 8-K dated September 6, 2022, File No.

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.

8 unchanged sentences

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.

18.1 Letter from PricewaterhouseCoopers LLP regarding change in Accounting Principle, dated August 2, 2019 (incorporated by reference to Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No.

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 Company’s Current Report on Form 8-K dated June 2, 2022, File No.

ITEM 18 — PREFERABILITY LETTER REGARDING CHANGE IN ACCOUNTING PRINCIPLE

18.1† Preferability letter from PricewaterhouseCoopers LLP dated February 15, 2023.

ITEM 21 — SUBSIDIARIES OF THE REGISTRANT

23 unchanged sentences

NEWELL BRANDS INC.

By /s/ Christopher H.

Christopher H.

Title Chief Financial Officer & President, Business Operations

By /s/ Mark J.

Title Chief Financial Officer

Date February 15, 2023

2 unchanged sentences

/s/ Ravichandra K.

Saligram President, Chief Executive Officer and Director

Saligram Chief Executive Officer and Director

Ravichandra K.

/s/ Christopher H.

Peterson Chief Financial Officer & President, Business Operations

Christopher H.

Erceg Chief Financial Officer

/s/ Jeffrey M.

13 unchanged sentences

Sprieser Director

/s/ Stephanie Stahl Director

Stephanie Stahl

/s/ Robert A.

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures