Item 1.01. Entry into a Material Definitive Agreement.

On November 29, 2012, Newell Rubbermaid Inc. (the "Company") and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein, entered into an Underwriting Agreement (the "Underwriting Agreement") with respect to the offering and sale of $350,000,000 aggregate principal amount of 2.050% Notes due 2017 (the "Notes") under the Company's Registration Statement on Form S-3 (Registration No. 333-174279). The offering and sale closed on December 4, 2012. The purchase price paid by the underwriters was 99.287% of the aggregate principal amount of the Notes. The Notes were issued pursuant to an Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. The proceeds of the offering, together with cash on hand and short-term borrowings, will be used to redeem the Company's $500,000,000 5.50% Notes due 2013 on the redemption date of December 31, 2012.

Copies of the Underwriting Agreement and the form of the Notes are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description 1.1 Underwriting Agreement, dated November 29, 2012, among Newell Rubbermaid Inc., Barclays Capital Inc. and Citigroup Global Markets Inc. 4.1 Form of 2.050% Note due 2017 5.1 Opinion of Schiff Hardin LLP

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