Obligation NewellCo 2% ( US651229AL00 ) en USD

NewellCo

100 % ⇌

Etas-Unis

US651229AL00 ( en USD )

2% par an ( paiement semestriel )

14/06/2015 - Obligation échue

Prospectus brochure de l'obligation Newell Brands US651229AL00 en USD 2%, échue

2 000 USD

250 000 000 USD

651229AL0

NR

NR

Newell Brands est une société américaine de biens de consommation qui conçoit, fabrique et commercialise une large gamme de produits pour la maison et la famille, regroupés en plusieurs marques connues comme Rubbermaid, Sharpie, Coleman et Yankee Candle.

L'Obligation émise par NewellCo ( Etas-Unis ) , en USD, avec le code ISIN US651229AL00, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2015

L'Obligation émise par NewellCo ( Etas-Unis ) , en USD, avec le code ISIN US651229AL00, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par NewellCo ( Etas-Unis ) , en USD, avec le code ISIN US651229AL00, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
424B5 1 d366702d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-174279

Amount of
Maximum Aggregate
Aggregate
Title of Each Class of Securities Offered

Offering Price
Registration Fee(1)
2.000 % Notes due 2015

$250,000,000
$ --
4.000 % Notes due 2022

$250,000,000
--
Total

$500,000,000
$57,300
(1) The filing fee of $57,300 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
Prospectus Supplement
(To Prospectus Dated May 17, 2011)

Interest payable June 15 and December 15 of each year, beginning December 15, 2012
The 2015 notes wil mature on June 15, 2015. The 2022 notes wil mature on June 15, 2022. We may redeem the notes
in whole or in part at any time at the redemption prices described in this prospectus supplement. If a change of control
triggering event as described herein occurs with respect to the 2015 notes or the 2022 notes, unless we have exercised
our option to redeem such notes, we wil be required to offer to repurchase such notes at the price described in this
prospectus supplement. The notes wil be senior obligations of our company and wil rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission 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-7
of this prospectus supplement.

Proceeds, Before

Public Offering Price
Underwriting Discount
Expenses, to Us
Per 2015 note

99.682%

0.35%

99.332%

Total for 2015 notes

$
249,205,000
$
875,000
$
248,330,000
Per 2022 note

99.682%

0.65%

99.032%

Total for 2022 notes

$
249,205,000
$
1,625,000
$
247,580,000
Total

$
498,410,000
$
2,500,000
$
495,910,000
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes wil accrue from
June 14, 2012.
The notes wil 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 June 14, 2012.
Joint Book-Running Managers

Co-Managers

Credit Suisse

Mitsubishi UFJ Securities
June 11, 2012
2 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
This prospectus supplement and the accompanying prospectus contain information about Newel Rubbermaid Inc. and
about the notes. They also refer to information contained in other documents filed by us with the Securities and
Exchange Commission and incorporated into this document by reference. References to this prospectus supplement or
the 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 wil control. If this prospectus
supplement is inconsistent with the prospectus, you should rely on this prospectus supplement.
We have not authorized anyone to provide any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing
prospectuses we have prepared. We 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
sel 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.

Page
Prospectus Supplement

Incorporation by Reference

S-i
Forward-Looking Statements

S-i
Summary

S-1
Risk Factors

S-7
Use of Proceeds

S-9
Consolidated Ratio of Earnings to Fixed
Charges

S-9
Capitalization

S-10
Description of the Notes

S-11
Underwriting

S-22
Conflicts of Interest

S-27

Independent Registered Public
Accounting Firm

S-28
Legal Matters

S-28

Page
Prospectus

Newel Rubbermaid Inc.

1
Where You Can Find More
Information

2
Use of Proceeds

3
Description of Debt Securities

3
Particular Terms of the Senior Debt
Securities

10
Particular Terms of the Subordinated
Debt Securities

14
Description of Capital Stock

14
Description of Warrants

16
3 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Description of Stock Purchase Contracts
and Stock Purchase Units

17
Plan of Distribution

17
Legal Matters

18
Experts

18

S-i
4 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
The Securities and Exchange Commission al ows 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 those documents. The information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the Securities and Exchange Commission wil automatical y update and
supersede this information. We incorporate by reference the documents listed below and any future filings made with the
Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") (other than any portions of such filings that are furnished rather than filed under applicable
Securities and Exchange Commission rules) until our offering is completed:
1. Our Annual Report on Form 10-K for the year ended December 31, 2011.
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
3. Our Current Reports on Form 8-K filed February 9, 2012, May 10, 2012 and June 11, 2012.
You may request a copy of these filings at no cost by writing to or telephoning us at the fol owing address:
Newel Rubbermaid Inc.
Three Glenlake Parkway
Atlanta, Georgia 30328
Telephone: 1-770-418-7000
Attention: Office of Investor Relations
We have made statements in this prospectus supplement and 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 effects of sales (including pricing),
income/(loss), earnings per share, operating income or gross margin improvements or declines, return on equity, return
on invested capital, Project Acceleration, the European Transformation Plan, the Capital Structure Optimization Plan,
Project Renewal, capital and other expenditures, working capital, cash flow, dividends, capital structure, debt to
capitalization ratios, debt ratings, availability of financing, interest rates, restructuring and restructuring-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
(including raw material and sourced product inflation, productivity and streamlining), synergies, management's plans,
goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-
looking statements. These statements general y are accompanied by words such as "intend," "anticipate," "believe,"
"estimate," "project," "target," "plan," "expect," "wil ," "should," "would" or similar statements. We caution that forward-
looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results
could differ

S-i
5 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
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
dependence on the strength of retail, commercial and industrial sectors of the economy in light of the continuation or
escalation of the global economic slowdown or sovereign debt issues; currency fluctuations; competition with other
manufacturers and distributors of consumer products; major retailers' strong bargaining power; changes in the prices of
raw materials and sourced products and our ability to obtain raw materials and sourced products in a timely manner
from suppliers; our ability to develop innovative new products and to develop, maintain and strengthen our end-user
brands; our ability to expeditiously close facilities and move operations while managing foreign regulations and other
impediments; our ability to implement successful y information technology solutions throughout our organization; our
ability to improve productivity and streamline operations; changes to our credit ratings; significant increases in the funding
obligations related to our pension plans due to declining asset values or otherwise; the imposition of tax liabilities greater
than our provisions for such matters; the risks inherent in our foreign operations; and those matters listed in our most
recent Annual Report on Form 10-K, including Item 1A of such report, and in Exhibit 99.1 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2012.

S-iii
6 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
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 in this prospectus supplement
and the accompanying prospectus. See "Where You Can Find More Information" in the accompanying prospectus.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement to "Newell,"
"we," "us" and "our" are to Newell Rubbermaid Inc. and its subsidiaries.
We are a global marketer of consumer and commercial products that help people flourish every day, where they live,
learn, work and play. Our products are marketed under a strong portfolio of brands, including Rubbermaid ,
® Graco®
, Aprica , L
®
evolor , C
®
alphalon , Go
®
ody , S
®
harpie , P
®
aper Mate , D
®
ymo , P
®
arker , W
®
aterman , Ir
®
win a
®
nd
Lenox . Ou
®
r multi-product offering consists of wel -known, name-brand consumer and commercial products in three
business segments: Newel Consumer; Newel Professional; and Baby & Parenting.
Our vision is to be a global company of Brands That MatterTM and great people, known for best-in-class results. We
are committed to building consumer-meaningful brands through understanding the needs of consumers and using
those insights to create innovative, highly differentiated product solutions that offer performance and value.
The transformation that began several years ago building Brands That MatterTM and insight-driven innovations that
win in the marketplace has created a solid foundation. The Company now has a stronger and more tightly focused
portfolio of leading brands with a margin structure that al ows for brand investment. The Company has devised its
new Growth Game Plan, which is the strategy the Company is implementing to fulfil its ambition to build a bigger,
faster-growing, more global and more profitable company.
In implementing the tenets of our strategy, we are focused on Every Day Great Execution, or "EDGE", to capitalize
on and maximize the benefits of investment and growth opportunities and to optimize the cost structure of the
business.
Business Segments
Our reportable segments reflect our focus on building large consumer brands, promoting organizational integration,
achieving operating efficiencies in sourcing and distribution, and leveraging our understanding of similar consumer
segments and distribution channels.
Effective January 1, 2012, we, as part of Project Renewal, implemented changes to our organizational structure that
resulted in the consolidation of three operating groups into two and of 13 global business units (each, a "GBU") into
nine. One of the two new operating groups is primarily consumer-facing ("Newell Consumer"), while the other is
primarily commercial-facing ("Newel Professional"). In addition, the Baby & Parenting GBU operates as a
stand-alone operating segment and is reported separately.

S-1
7 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
Organizational Structure
Our core organizing concept is the GBU and each GBU supports one or more of our key brands worldwide, with a
focus on developing and marketing differentiated products designed to meet consumers' needs. The GBU structure
positions the business units to leverage research and development, branding, marketing and innovation on a global
basis and facilitates our objective of optimizing working capital and shared resources. Our nine GBUs comprise our
three operating segments as fol ows:

Description of Primary
Reportable Segments

GBU

Key Brands

Products
Newel Consumer
Home, Organization &
Rubbermaid ,
®
Indoor/outdoor
Style
Levolor ,
®
organization, food
Goody®
storage and home
storage products;
window treatments; hair

care accessories
Writing & Creative
Sharpie ,
®
Writing instruments,
Expression
Expo ,
®
including pens, pencils,

Paper Mate®

markers and highlighters
Fine Writing & Luxury
Parker ,
®
Fine writing instruments

Accessories

Waterman®

and leather goods
Culinary Lifestyles
Calphalon®
Gourmet cookware,
bakeware, cutlery and

small kitchen electrics
Newel Professional
Commercial Products
Rubbermaid®
Cleaning and refuse
Commercial
products, hygiene
Products
systems, material
handling solutions and
medical and computer
carts, and wal -mounted

work stations
Construction Tools &
Irwin ,
®
Hand tools and power
Accessories
Shur-line ,
®
tool accessories, manual
Bulldog®
paint applicators and

convenience hardware
Labeling Technology &
Dymo ,
® Mimio®
Office technology
Integrated Solutions
solutions such as label
makers and printers and
interactive teaching

solutions

S-2
8 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
Key
Description of Primary
Reportable Segments

GBU

Brands
Products
Industrial Products &
Lenox®
Industrial bandsaw
Services
blades, power tool
accessories and cutting
tools for pipes and HVAC

systems
Baby & Parenting
Baby & Parenting
Graco ,
®
Infant and juvenile
Aprica®
products such as car
seats, strol ers,

highchairs, and playards

We are a Delaware corporation. Our principal executive offices are located at Three Glenlake Parkway, Atlanta,
Georgia 30328, and our telephone number is 770-418-7000.

S-3
9 of 55
6/13/2012 8:57 AM

424B5
http://www.sec.gov/Archives/edgar/data/814453/000119312512268333/...
Table of Contents
The fol owing 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
Newel Rubbermaid Inc., a Delaware corporation.

Securities Offered
$ 250.0 mil ion aggregate initial principal amount of 2.000% Notes due 2015 (the
"2015 notes").

$ 250.0 mil ion aggregate initial principal amount of 4.000% Notes due 2022 (the

"2022 notes," and together with the 2015 notes, the "notes").

Maturity Date
The 2015 notes wil mature on June 15, 2015.

The 2022 notes wil mature on June 15, 2022.

Interest Rate
The interest rate on the 2015 notes wil be 2.000% per year.

The interest rate on the 2022 notes wil be 4.000% per year.

Interest Payment Dates
Interest on the notes wil be payable semi-annual y in arrears on June 15 and
December 15 of each year, commencing December 15, 2012 to holders of record on
the June 1 and December 1 (whether or not a business day) immediately preceding
the relevant interest payment date.

Optional Redemption
We may redeem all or part of the 2015 notes at any time, and all or part of the 2022
notes at any time prior to the date that is three months 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

· 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 the date that is three months prior to the maturity date, we may redeem
all or part of the 2022 notes at any time at our option at a redemption price equal to

100% of the principal amount of the 2022 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 a series of notes, each
holder of the notes of such series 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."

S-4
10 of 55
6/13/2012 8:57 AM