Obligation NewellCo 2.05% ( US651229AN65 ) en USD

NewellCo

100 % ⇌

Etas-Unis

US651229AN65 ( en USD )

2.05% par an ( paiement semestriel )

01/12/2017 - Obligation échue

Prospectus brochure de l'obligation Newell Brands US651229AN65 en USD 2.05%, échue

2 000 USD

350 000 000 USD

651229AN6

N/A

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 US651229AN65, paye un coupon de 2.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2017

424B5
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424B5 1 d438920d424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Fee No. 333-174279

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

Offering Price
Registration Fee(1)
2.050 % Notes due 2017

$350,000,000
$47,740
(1) The filing fee of $47,740 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus Dated May 17, 2011)

Interest payable June 1 and December 1 of each year, beginning June 1, 2013
The notes wil mature on December 1, 2017. We may redeem the notes in whole or in part at any time at the redemption
price described in this prospectus supplement. If a change of control triggering event as described herein occurs, unless
we have exercised our option to redeem the notes, we wil be required to offer to repurchase the notes at the price
described in this prospectus supplement. The notes wil be senior obligations of our company and wil rank equal y 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-6
of this prospectus supplement.

Proceeds, Before

Public Offering Price
Underwriting Discount
Expenses, to Us
Per note

99.887%

0.600%

99.287%

Total

$
349,604,500
$
2,100,000
$
347,504,500
The public offering price set forth above does not include accrued interest, if any. Interest on the notes wil accrue from
December 4, 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 December 4,
2012.
Joint Book-Running Managers

Co-Managers
Mitsubishi UFJ Securities PNC Capital Markets LLC RBC Capital Markets
November 29, 2012
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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 prospectus supplement by reference. References to this prospectus
supplement or the accompanying prospectus also include the information contained in such other documents. To the
extent that information appearing in a later filed document is inconsistent with prior information, the later statement wil
control. If this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
We have not, and the underwriters have not, authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
This prospectus supplement and the accompanying prospectus is an offer to 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-ii
Forward-Looking Statements

S-ii
Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-8
Consolidated Ratio of Earnings to Fixed
Charges

S-8
Capitalization

S-9
Description of the Notes

S-10
Underwriting

S-20
Conflict of Interest

S-22
Independent Registered Public
Accounting Firm

S-23
Legal Matters

S-23

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
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Description of Warrants

16
Description of Stock Purchase Contracts
and Stock Purchase Units

17
Plan of Distribution

17
Legal Matters

18
Experts

18

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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 documents filed with the Securities and Exchange Commission. 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, as amended (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 Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30,
2012.
3. Our Current Reports on Form 8-K filed February 9, 2012, May 10, 2012, June 11, 2012, June 14, 2012, August
9, 2012, September 7, 2012, October 1, 2012, October 26, 2012 (reporting under Items 2.05 and 5.02 only) and
November 9, 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 the accompanying prospectus and in the documents
incorporated by reference herein and therein that are not historical in nature and constitute forward-looking statements in
reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may relate to, but are not limited to, information or assumptions about the effects of sales (including pricing),
income/(loss), earnings per share, operating income, operating margin or gross margin improvements or declines, return
on equity, return on invested capital, Project Renewal, the European Transformation Plan, 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,"

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"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 material y 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 regional 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, declining interest rates 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 September 30, 2012.

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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 ,
®
Levolor , Go
®
ody , C
®
alphalon , S
®
harpie , P
®
aper Mate , P
®
arker , W
®
aterman , Irwi
®
n , L
®
enox , D
®
ymo , Gr
®
aco®
, and Aprica .
®
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. We have devised our new
Growth Game Plan, which is the strategy we are implementing to fulfil our 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
In October 2012, we committed to an expansion of our ongoing Project Renewal, designed to further simplify and
align the business around two key activities--Brand & Category Development and Market Execution & Delivery. As
part of the expanded program, our current Consumer and Professional groups wil be eliminated and our existing nine
global business units wil be streamlined into six business segments. The six business segments and the brands
included in each are as fol ows:
· Tools: Irwin an
®
d Lenox t
® ools and Dymo i
® ndustrial
· Commercial Products: Rubbermaid Commercial Products an
®
d Rubbermaid H
®
ealthcare
· Writing: Sharpie ,
® Paper Mate , E
®
xpo , P
®
rismacolor ,
® Parker a
®
nd Waterman®
· Baby & Parenting: Graco ,
® Aprica an
®
d Teutonia®

S-1
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· Home Solutions: Rubbermaid , C
®
alphalon ,
® Levolor ,
® Kirsch a
®
nd Goody®
· Specialty: Bul dog , A
®
shland ,
® Shur-Line ,
® Dymo o
®
ffice, Endicia a
®
nd Mimio®
We wil begin reporting under the new business segment structure in the fourth quarter of 2012.
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.

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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
$350 mil ion aggregate initial principal amount of 2.050% Notes due 2017.

Maturity Date
December 1, 2017.

Interest Rate
2.050% per year.

Interest Payment Dates
Interest on the notes wil be payable semi-annual y in arrears on June 1 and
December 1 of each year, commencing June 1, 2013 to holders of record on the
May 15 and November 15 (whether or not a business day) immediately preceding the
relevant interest payment date.

Optional Redemption
We may redeem all or part of the notes at any time 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.

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

Ranking
The notes wil rank equal y in right of payment with al of our unsecured and
unsubordinated indebtedness from time to time outstanding. The notes wil be
effectively subordinated to all liabilities of our subsidiaries, and our ability to pay
principal and interest on the notes could be affected by the ability of our subsidiaries
to declare and distribute dividends or otherwise transfer assets to us.

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

debt that we or any of our subsidiaries may incur.

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Use of Proceeds
We intend to use the net proceeds from the sale of the notes, together with cash on
hand and short-term borrowings, to redeem our $500,000,000 5.50% Notes due
2013.

Sinking Fund
None.

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

Trustee
The Bank of New York Mel on Trust Company, N.A.

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

· consolidate with or merge into, or convey, transfer or lease all or substantial y all

of our properties and assets to, any person; and

· with certain exceptions, create, incur, assume or suffer to exist any lien of any
kind upon any of our property or assets, or to permit any of our subsidiaries to

do so upon any of their respective assets, unless all of the notes are equal y and
ratably secured.

These covenants are subject to important exceptions and qualifications, which are

described under the captions "Description of Debt Securities" and "Particular Terms
of the Senior Debt Securities" in the accompanying prospectus.

Events of Default
The events of default under the indenture for the notes include, but are not limited to,
the fol owing:

· our failure to pay interest on the notes for 30 days after the date payment is

due;

· our failure to pay principal of the notes when due;

· our failure to perform, or a breach of, any of our covenants or agreements in the

indenture for 60 days after receipt of due notice from the trustee or the holders
of at least 25% of the notes that performance or cure of breach was required;

· certain events of bankruptcy, insolvency or reorganization; and

· an event of default under any indebtedness of Newel or any of its principal
subsidiaries which results in a principal amount of that indebtedness in excess of

$75,000,000 being due and payable which remains outstanding longer than
30 days after receipt of due notice from the trustee or the holders of at least
25% of the notes.

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