Obligation NewellCo 2.875% ( US651229AP14 ) en USD

NewellCo

100 % ⇌

Etas-Unis

US651229AP14 ( en USD )

2.875% par an ( paiement semestriel )

01/12/2019 - Obligation échue

Prospectus brochure de l'obligation Newell Brands US651229AP14 en USD 2.875%, échue

2 000 USD

350 000 000 USD

651229AP1

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 US651229AP14, paye un coupon de 2.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2019

424B5
424B5 1 d808698d424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-194324

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

Offering Price

Registration Fee(1)
2.875% Notes due 2019

$350,000,000
$--
4.000% Notes due 2024

$500,000,000
--

Total

$850,000,000
$98,770

(1) The filing fee of $98,770 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospe c t us Supple m e nt
(To Prospectus Dated March 5, 2014)
$850,000,000

$350,000,000 2.875% Notes due 2019
$500,000,000 4.000% Notes due 2024
Interest payable June 1 and December 1 of each year, beginning June 1, 2015.
The 2019 notes will mature on December 1, 2019. The 2024 notes will mature on December 1, 2024. 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 with respect to the 2019 notes or the 2024 notes, unless we have exercised our option to redeem such
notes, we will be required to offer to repurchase such notes at the price described in this prospectus supplement. The notes will be
senior obligations of our company and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to
time outstanding.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d
of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
I nve st ing in t he not e s involve s risk s t ha t a re de sc ribe d or re fe re nc e d in t he "Risk Fa c t ors " se c t ion on
pa ge S -6 of t his prospe c t us supple m e nt .

Proc e e ds, Be fore

Public Offe ring Pric e
U nde rw rit ing Disc ount
Ex pe nse s, t o U s
Per 2019 note

99.888%

0.600%

99.288%
Total for 2019 notes

$
349,608,000
$
2,100,000
$
347,508,000
Per 2024 note

99.892%

0.650%

99.242%
Total for 2024 notes

$
499,460,000
$
3,250,000
$
496,210,000
Total

$
849,068,000
$
5,350,000
$
843,718,000
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from November 19,
2014.
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424B5
The notes will 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 November 19, 2014.
Joint Book-Running Managers

Ba rc la ys
J .P. M orga n
RBC Ca pit a l M a rk e t s

Co-Managers

Goldm a n, Sa c hs & Co.

BofA M e rrill Lync h

Cit igroup
Cre dit Suisse

We lls Fa rgo Se c urit ie s
November 14, 2014
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement and the accompanying prospectus contain information about Newell 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 will 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 sell 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.
T ABLE OF CON T EN T S

Pa ge
Prospe c t us Supple m e nt

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
Conflicts of Interest

S-21
Independent Registered Public
Accounting Firm

S-25
Legal Matters

S-25

Pa ge
Prospe c t us

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Newell Rubbermaid Inc.

1
Where You Can Find More
Information

1
Use of Proceeds

2
Description of Debt Securities

2
Description of Capital Stock

12
Description of Warrants

14
Description of Stock Purchase Contracts
and Stock Purchase Units

15
Plan of Distribution

15
Legal Matters

16
Experts

16

S-i
Table of Contents
I N CORPORAT I ON BY REFEREN CE
The Securities and Exchange Commission allows 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 will automatically 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, 2013.
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014.
3. Our Current Reports on Form 8-K dated May 13, 2014, August 11, 2014, September 23, 2014, October 29, 2014 (only with
respect to Item 2.05) and November 11, 2014.
You may request a copy of these filings at no cost by writing to or telephoning us at the following address:
Newell Rubbermaid Inc.
Three Glenlake Parkway
Atlanta, Georgia 30328
Telephone: 1-770-418-7000
Attention: Office of Investor Relations
FORWARD-LOOK I N G ST AT EM EN T S
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,
capital and other expenditures, working capital, cash flow, dividends, capital structure, debt to capitalization ratios, debt ratings,
availability of financing, interest rates, restructuring, restructuring-related and organizational change implementation 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, inflation or deflation with respect to
raw materials and sourced products, productivity and streamlining, synergies, changes in foreign exchange rates, product recalls,
expected benefits and financial results from recently completed acquisitions and planned divestitures, the results of the tender offer
for our 4.70% Notes due 2020 and management's

S-ii
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Table of Contents
plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking
statements. These statements generally are accompanied by words such as "intend," "anticipate," "believe," "estimate," "project,"
"target," "plan," "expect," "will," "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 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
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; product liability, product recalls or regulatory actions (including any fines or penalties
resulting from governmental investigations into the circumstances related thereto); our ability to expeditiously close facilities and move
operations while managing foreign regulations and other impediments; a failure of one of our key information technology systems or
related controls; the potential inability to attract, retain and motivate key employees; future events that could adversely affect the
value of our assets and require impairment charges; 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, including exchange controls and pricing restrictions; our ability to realize the expected benefits and financial
results from our recently acquired businesses and planned divestitures; changes in the interest rate environment and the debt capital
markets generally; 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, 2014.

S-iii
Table of Contents
SU M M ARY
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 get more out of life every day, where they live,
learn, work and play. Our products are marketed under a strong portfolio of leading brands, including Sharpie®, Paper Mate®,
Parker®, Waterman®, Dymo®, Rubbermaid®, Contigo®, Levolor®, Goody®, Calphalon®, Irwin®, Lenox®, Rubbermaid Commercial
Products®, Graco® and Aprica®.
Strategic Initiatives. 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 superior performance and value.
We intend to continue to leverage our portfolio of leading brands to create a margin structure that allows for brand investment.
We are executing our Growth Game Plan, which is the strategy we are implementing to simplify the organization and free up
resources to invest in growth initiatives and strengthened capabilities in support of our brands. The changes being implemented
in the execution of the Growth Game Plan are considered key enablers to building a bigger, faster-growing, more global and
more profitable company.
Business Segments. Our five segments and the key brands included in each of the five business segments are as follows:

Se gm e nt
K e y Bra nds
De sc ript ion of Prim a ry Produc t s
Writing
Sharpie®, Paper Mate®,
Writing instruments, including markers and highlighters, pens and
Expo®, Parker®, Waterman®,
pencils; art products; fine writing instruments; office technology
Dymo® Office
solutions, including labeling
Home Solutions
Rubbermaid®, Contigo®,
Indoor/outdoor organization, food storage and home storage
Calphalon®, Levolor®, Goody® products; durable beverage containers; gourmet cookware,
bakeware and cutlery; drapery hardware and window treatments;

hair care accessories
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Tools
Irwin®, Lenox®, hilmor
,
TM
Hand tools and power tool accessories; industrial bandsaw blades;
Dymo® Industrial
tools for pipes and HVAC systems; label makers for industrial use
Commercial Products
Rubbermaid
Cleaning and refuse products, hygiene systems, material handling
Commercial
solutions; medical and computer carts and wall-mounted
Products®, Rubbermaid®
workstations
Healthcare

Baby & Parenting
Graco®, Aprica®, Teutonia®
Infant and juvenile products such as car seats, strollers, highchairs

and playards

S-1
Table of Contents
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.
T e nde r Offe r for 4 .7 0 % N ot e s Due 2 0 2 0
On November 14, 2014, we commenced a tender offer (the "2020 Note Tender Offer") to purchase up to $100,000,000 of our
outstanding 4.70% Notes Due 2020 (the "2020 Notes") for cash. As of the date of this prospectus supplement, there are
outstanding $550,000,000 aggregate principal amount of 2020 Notes. We intend to use a portion of the proceeds from our sale of
the notes to pay for 2020 Notes purchased under the 2020 Note Tender Offer. The 2020 Note Tender Offer is scheduled to
settle on an early settlement date of December 8, 2014 with a final settlement date of December 19, 2014, unless the early
tender date related to the early settlement date and/or the final expiration date for the 2020 Note Tender Offer are extended or
the 2020 Note Tender Offer is terminated.
We do not yet know how many, if any, 2020 Notes will be validly tendered by the holders and accepted by us in the 2020 Note
Tender Offer. Accordingly, the actual amount of cash proceeds we use for the 2020 Note Tender Offer may not be known until
the 2020 Note Tender Offer expires, which is not scheduled to occur until December 18, 2014. Consummation of the 2020 Note
Tender Offer will be subject to a number of conditions, including the issuance of the notes and the absence of certain adverse
legal and market developments. We cannot provide any assurance as to whether we will complete the 2020 Note Tender Offer or
as to the results thereof.
The 2020 Note Tender Offer will only be made pursuant to an offer to purchase and related letter of transmittal, which will
collectively contain the complete terms and conditions relating to the 2020 Note Tender Offer. The information set forth herein is
for informational purposes only and is not soliciting any offer to participate in the 2020 Note Tender Offer.

S-2
Table of Contents
T he N ot e s
The following 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.

I ssue r
Newell Rubbermaid Inc., a Delaware corporation.

Se c urit ie s Offe re d
$350.0 million aggregate initial principal amount of 2.875% Notes due 2019 (the "2019
Notes").

$500.0 million aggregate initial principal amount of 4.000% Notes due 2024 (the "2024 notes,"

and together with the 2019 notes, the "notes").

M a t urit y Da t e
The 2019 notes will mature on December 1, 2019.

The 2024 notes will mature on December 1, 2024.
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I nt e re st Ra t e
The interest rate on the 2019 notes will be 2.875% per year.

The interest rate on the 2024 notes will be 4.000% per year.

I nt e re st Pa ym e nt Da t e s
Interest on the notes will be payable semi-annually in arrears on June 1 and December 1 of
each year, commencing June 1, 2015 to holders of record on the May 15 and November 15
(whether or not a business day) immediately preceding the relevant interest payment date.

Opt iona l Re de m pt ion
We may redeem all or part of the 2019 notes at any time prior to November 1, 2019 (the date
that is one month prior to the maturity date), and all or part of the 2024 notes at any time prior
to September 1, 2024 (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 November 1, 2019 (the date that is one month prior to the maturity date) in the
case of the 2019 notes or on or after September 1, 2024 (the date that is three months prior
to the maturity date) in the case of the 2024 notes, we may redeem all or part of the 2019

notes and/or the 2024 notes at any time at our option at a redemption price equal to 100% of
the principal amount of the notes being redeemed plus accrued interest to the redemption
date.

S-3
Table of Contents
Cha nge of Cont rol Offe r
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."

Ra nk ing
The notes will rank equally in right of payment with all of our unsecured and unsubordinated
indebtedness from time to time outstanding. The notes will 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.

U se of Proc e e ds
We intend to use the net proceeds from the sale of the notes (1) to redeem our $250,000,000
2.00% Notes due 2015 and the remaining $20,700,000 of our 10.60% Notes due 2019, (2) to
purchase our 2020 Notes under the 2020 Note Tender Offer, (3) to reduce borrowings under
our commercial paper program, (4) to reduce amounts outstanding under our receivables
financing facility and (5) for general corporate purposes, which may include additions to
working capital and possible acquisitions.

Sink ing Fund
None.

Form a nd De nom ina t ions
The notes of each series will 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.

T rust e e
U.S. Bank National Association.

Ce rt a in Cove na nt s
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 substantially all of our

properties and assets to, any person; and
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424B5

· 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 equally and ratably secured.

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

under the caption "Description of Debt Securities" in the accompanying prospectus.

S-4
Table of Contents
Eve nt s of De fa ult
The events of default under the indenture for any series of notes include, but are not limited
to, the following:

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

due;

· our failure to pay principal of such series of 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 of such series that performance or cure of breach was required;

· certain events of bankruptcy, insolvency or reorganization; and

· an event of default under any indebtedness of Newell 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 of such series.

Addit iona l N ot e s
We may, without the consent of the holders, issue additional 2019 notes or 2024 notes in the
future and thereby increase the principal amount of such notes outstanding. Such additional
notes will have the same terms and conditions and the same CUSIP number as the notes of
such series so that the additional notes will be consolidated and form a single series with the
notes of such series.

Risk Fa c t ors
Your decision to participate in the offering is a decision to invest in the notes, which involves
substantial risk. See "Risk Factors" beginning on the following page for a discussion of factors
you should carefully consider before deciding to participate in this offering.

Gove rning La w
The notes and the indenture are governed by, and construed in accordance with, the laws of
the State of New York.

S-5
Table of Contents
RI SK FACT ORS
In considering whether to purchase the notes offered by this prospectus supplement and the accompanying prospectus, you should
carefully consider the information included or incorporated by reference in this prospectus supplement and the accompanying
prospectus. In particular, you should carefully consider the factors listed in "Forward-Looking Statements" as well as the "Risk
Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2013 and in Exhibit 99.1 to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2014, which are incorporated by reference herein. The risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations, our financial
results and the value of the notes. In addition, the risks described below could result in a decrease in the value of the notes and
your investment therein.
We are a holding company and the notes will be structurally subordinated to the liabilities of our
subsidiaries.
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Because Newell is a holding company and conducts its business principally through its subsidiaries, the notes will be structurally
subordinated to the liabilities of its subsidiaries. For example, substantially all of Newell's consolidated accounts payable represent
obligations of Newell's subsidiaries. The rights of Newell, and the rights of its creditors, including the holders of the notes, to
participate in any distribution of the assets of any of its subsidiaries upon that subsidiary's liquidation or reorganization or otherwise
are necessarily subject to the prior claims of creditors of that subsidiary, except to the extent that Newell's claims as a creditor of that
subsidiary may be recognized.
We may not have sufficient funds to purchase the notes upon a change of control triggering event,
and this covenant provides limited protection to investors.
Holders of the notes may require us to purchase their notes upon a "change of control triggering event" as defined under "Description
of the Notes--Change of Control Offer." We cannot assure you that we will have sufficient financial resources, or will be able to
arrange sufficient financing, to pay the purchase price of the notes, particularly if a change of control event triggers a similar
repurchase requirement for, or results in the acceleration of, our other then-existing debt. Holders of our 2.05% Notes due 2017,
6.25% Notes due 2018, 4.70% Notes due 2020 and 4.00% Notes due 2022 may require us to repurchase such notes on the same
change of control triggering event. Likewise, certain fundamental changes are events of default under our revolving credit agreement,
which would permit our lenders to accelerate such indebtedness, to the extent amounts are outstanding under such arrangements. In
addition, certain changes of control are termination events under our receivables financing facility, which would permit the declaration
of a termination date and result in the proceeds from all receivables under the facility paying off the facility.
The change of control offer covenant is limited to the transactions specified in "Description of the Notes--Change of Control Offer."
We have no present intention to engage in a transaction involving a change of control triggering event, although it is possible that we
could decide to do so in the future. We could, in the future, enter into certain transactions, including acquisitions, refinancings or
other recapitalizations, that would not constitute a change of control triggering event under the notes, but that could increase the
amount of indebtedness outstanding at that time or otherwise materially adversely affect our capital structure or credit ratings.

S-6
Table of Contents
An active trading market for the notes may not develop.
Each series of notes is a new issue of securities with no established trading market and will not be listed on any securities exchange.
If an active trading market does not develop or is not maintained, holders of the notes may experience difficulty in reselling, or an
inability to sell, the notes. Future trading prices for the notes may be adversely affected by many factors, including changes in our
financial performance, changes in the overall market for similar securities and performance or prospects for companies in our
industry.

S-7
Table of Contents
U SE OF PROCEEDS
We estimate the net proceeds from the sale of the notes offered hereby (after deducting the underwriting discount and our estimated
expenses of the offering) to be $841.8 million.
We intend to use the proceeds from the offering (1) to redeem our $250,000,000 2.00% Notes due 2015 and the remaining
$20,700,000 of our 10.60% Notes due 2019, (2) to purchase our 2020 Notes under the 2020 Note Tender Offer, (3) to reduce
borrowings under our commercial paper program, (4) to reduce amounts outstanding under our receivables financing facility and (5)
for general corporate purposes, which may include additions to working capital and possible acquisitions. For the nine months ended
September 30, 2014, the weighted average yield, including expenses, on borrowings under our commercial paper program was
0.7% per year and the weighted average yield, including expenses, on amounts outstanding on our receivables financing facility was
1.3% per year.
CON SOLI DAT ED RAT I O OF EARN I N GS T O FI X ED CH ARGES
Our ratio of earnings to fixed charges for the periods indicated is as follows:

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424B5
N ine M ont hs
Ende d
(dollars in millions)

Y e a rs Ende d De c e m be r 3 1 , Se pt e m be r 3 0 ,

2 0 0 9
2 0 1 0
2 0 1 1
2 0 1 2
2 0 1 3
2 0 1 4

Earnings Available for Fixed Charges:

Income before income taxes
$ 378.9 $ 257.6 $ 208.5 $ 554.3 $ 542.2 $
402.4
Equity in earnings of affiliates

(0.6)
(0.4)
1.5
(0.6)
0.2
--

Total earnings

378.3
257.2
210.0
553.7
542.4
402.4
Fixed charges:

Interest expense (1)

146.3
121.9
88.4
80.4
62.3
45.9
Portion of rent determined to be
interest (2)

39.7
40.4
40.7
41.8
38.2
27.4

$ 564.3 $
419.5 $
339.1 $
675.9 $
642.9 $
475.7

Fixed Charges:

Interest expensed and capitalized
$
147.5 $
122.7 $
90.1 $
81.3 $
62.4 $
46.0
Portion of rent determined to be interest (2)
39.7
40.4
40.7
41.8
38.2
27.4

$ 187.2 $ 163.1 $ 130.8 $ 123.1 $ 100.6 $
73.4

Ratio of Earnings to Fixed Charges
(Actual)

3.01
2.57
2.59
5.49
6.39
6.48
Ratio of Earnings to Fixed Charges
(Pro Forma) (3)

5.25
5.23

(1) Excludes interest capitalized during the year.

(2) A standard ratio of 33% was applied to gross rent expense to approximate the interest portion of short-term and long-term
leases.

(3) The pro forma ratio gives effect to the issuance of the notes offered hereby and the use of proceeds as described in the "Use of
Proceeds" section of this prospectus supplement (assuming that the full $100 million maximum tender amount will be purchased
in the 2020 Note Tender Offer) as if they occurred on January 1, 2013 and January 1, 2014 (the beginning of our fiscal 2013 and
2014), respectively.

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Table of Contents
CAPI T ALI Z AT I ON
The following table sets forth our cash and cash equivalents, short-term debt and capitalization as of September 30, 2014, on
· an actual basis;
· an as adjusted basis to give effect to (i) the issuance and sale of $350,000,000 aggregate principal amount of 2019 notes and
$500,000,000 aggregate principal amount of 2024 notes in this offering and (ii) the application of the net proceeds of this
offering as set forth under "Use of Proceeds" in this prospectus supplement, including to (a) redeem our $250,000,000 2.00%
Notes due 2015 and the remaining $20,700,000 of our 10.60% Notes due 2019, (b) purchase our 2020 Notes under the 2020
Note Tender Offer, (c) reduce borrowings under our commercial paper program and (d) reduce amounts outstanding under
our receivables financing facility.
You should read this table in conjunction with our consolidated financial statements and related notes incorporated by reference in
this prospectus supplement and the accompanying prospectus.

As of Se pt e m be r 3 0 , 2 0
1 4

Ac t ua l
As a djust e d

Cash and cash equivalents

$
132.6
$
132.6

Current debt:

Short-term debt

$
517.0
$
69.3
2.00% Notes due 2015

250.0

--
Current portion of other long-term debt

1.1

1.1

Total current debt

$
768.1
$
70.4

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424B5
Long-term debt:

4.70% Notes due 2020

526.8

431.4
10.60% Notes due 2019

20.7

--
2019 notes offered hereby

--

350.0
2024 notes offered hereby

--

500.0
Other long-term debt

871.2

871.2

Total long-term debt

$ 1,418.7
$
2,152.6

Total stockholders' equity

$ 2,029.0
$
2,014.1

Total capitalization

$ 3,447.7
$
4,166.7

S-9
Table of Contents
DESCRI PT I ON OF T H E N OT ES
We will issue the notes under an indenture, dated as of November 19, 2014, between us and U.S. Bank National Association, as
trustee (as used in this prospectus supplement, the "trustee"). The indenture is subject to, and governed by, the Trust Indenture Act
of 1939. In this prospectus supplement, we refer to the 2.875% Notes due 2019 as the "2019 notes" and the 4.000% Notes due 2024
as the "2024 notes". We also refer to the 2019 notes and the 2024 notes collectively as the "notes." The term "debt securities," as
used in this prospectus supplement, refers to all debt securities issued and issuable from time to time under the indenture and
includes the notes. The debt securities and the trustee are more fully described in the accompanying prospectus under the caption
"Description of Debt Securities." The following summary of certain provisions of the notes and of the indenture is not complete and is
qualified in its entirety by reference to the indenture, a form of which is incorporated as an exhibit to the registration statement of
which this prospectus supplement and the accompanying prospectus are a part. This summary supplements and, to the extent
inconsistent with, replaces the description of the general terms and provisions of the debt securities under the caption "Description of
Debt Securities" in the accompanying prospectus. Terms used but not defined in this prospectus supplement or in the accompanying
prospectus have the meanings given to them in the indenture.
Ra nk ing
The notes:
· will be general unsecured obligations of Newell;
· will be pari passu in right of payment with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding; and
· will be senior in right of payment to any future subordinated indebtedness of Newell.
All debt securities, including the notes, issued and to be issued under the indenture will be our unsecured general obligations and
will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. Because Newell is a
holding company and conducts its business principally through its subsidiaries, these notes will be structurally subordinated to the
liabilities of its subsidiaries. For example, substantially all of Newell's consolidated accounts payable represent obligations of Newell's
subsidiaries. The rights of Newell, and the rights of its creditors, including the holders of the notes, to participate in any distribution of
the assets of any of its subsidiaries upon that subsidiary's liquidation or reorganization or otherwise are necessarily subject to the
prior claims of creditors of that subsidiary, except to the extent that Newell's claims as a creditor of that subsidiary may be
recognized.
The indenture does not limit the aggregate principal amount of debt securities that we may issue. We may issue debt securities from
time to time as a single series or in two or more separate series up to the aggregate principal amount that we authorize from time to
time for each series. We may, from time to time, without the consent of the holders of the notes, issue additional 2019 notes, 2024
notes or other debt securities under the indenture in addition to the aggregate principal amount of the 2019 notes and the 2024 notes
offered by this prospectus supplement.

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Document Outline

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