Business Overview
Newell Rubbermaid is a global marketer of consumer and commercial products that help people flourish every day, where they live, learn, work and play. The Company's products are marketed under a strong portfolio of brands, including Rubbermaid®, Levolor®, Goody®, Calphalon®, Sharpie®, Paper Mate®, Parker®, Waterman®, Irwin®, Lenox®, Dymo®, Graco®, and Aprica®.
Effective January 1, 2012, the Company, as part of Project Renewal, implemented changes to its organizational structure that resulted in the consolidation of the Company's three operating groups into two and the consolidation of its 13 global business units into nine. One of the two operating groups is consumer-facing ("Newell Consumer"), while the other is commercial-facing ("Newell Professional"). In addition, while not an operating group, the Baby & Parenting global business unit is treated as a stand-alone operating segment. Business Strategy
Newell Rubbermaid's vision is to become a global company of Brands That Matter™ and great people, known for best-in-class results. The Company is 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 Matter™ 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 allows for brand investment. The Company has devised its new Growth Game Plan, which is the strategy the Company is implementing to fulfill its ambition to build a bigger, faster-growing, more global and more profitable company. The Growth Game Plan encompasses the following aspects:
Business Model
? A brand-led business with a strong home in the United States and global ambition.

? Consumer brands that win at the point of decision through excellence in performance, design and innovation.

? Professional brands that win the loyalty of the chooser by improving the productivity and performance of the user.

? Collaboration with our partners across the total enterprise in a shared commitment to growth and creating value.

? Delivering competitive returns to shareholders through consistent, sustainable and profitable growth.

Where To Play
? Win Bigger - Deploying resources to businesses and regions with higher growth opportunities through investments in innovation and geographic expansion.

? Win Where We Are - Optimizing the performance of businesses and brands in existing markets by investing in innovation to increase market share and reducing structural spend within the existing geographic footprint.

? Incubate For Growth - Investing in businesses that have unique opportunities for growth, with a primary focus on businesses that are in the early stages of the business cycle.

5 Ways To Win
? Make The Brands Really Matter - Sharpening brand strategies on the highest impact growth levers and partnering to win with customers and suppliers.

? Build An Execution Powerhouse - Realigning the customer development organization and developing joint business plans for new channel penetration and broader distribution.

? Unlock Trapped Capacity For Growth - Delivering savings from ongoing restructuring projects, working capital reductions and simplification of business processes.

? Develop The Team For Growth - Driving a performance culture aligned to the business strategy and building a more global perspective and talent base.

? Extend Beyond Our Borders - Accelerating investments and growth in emerging markets.

In implementing the tenets of its strategy, the Company is 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.
Organizational Structure
The Company's core organizing concept is the global business unit ("GBU") and each GBU supports one or more of the Company's 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 the Company's objective of optimizing working capital and shared resources. As of September 30, 2012, the Company's nine GBUs comprise the Company's three operating segments as follows:

Reportable Segments            GBU             Key Brands     Description of Primary Products
Newell Consumer       Home, Organization &    Rubbermaid®,    Indoor/outdoor organization,
                      Style                   Levolor®,       food storage and home storage
                                              Goody®          products; window treatments;
                                                              hair care accessories
                      Writing & Creative      Sharpie®,       Writing instruments, including
                      Expression              Expo®, Paper    pens, pencils, markers and
                                              Mate®           highlighters
                      Fine Writing & Luxury   Parker®,        Fine writing instruments and
                      Accessories             Waterman®       leather goods
                      Culinary Lifestyles     Calphalon®      Gourmet cookware, bakeware,
                                                              cutlery and small kitchen
                                                              electrics
Newell Professional   Commercial Products     Rubbermaid®     Cleaning and refuse products,
                                              Commercial      hygiene systems, material
                                              Products        handling solutions and medical
                                                              and computer carts, and
                                                              wall-mounted work stations
                      Construction Tools &    Irwin®,         Hand tools and power tool
                      Accessories             Shur-line®,     accessories, manual paint
                                              Bulldog®        applicators and convenience
                                                              hardware
                      Technology              Dymo®, Mimio®   Office technology solutions such
                                                              as label makers and printers and
                                                              interactive teaching solutions
                      Industrial Products &   Lenox®          Industrial bandsaw blades, power
                      Services                                tool accessories and cutting
                                                              tools for pipes and HVAC systems
Baby & Parenting      Baby & Parenting        Graco®,         Infant and juvenile products
                                              Aprica®         such as car seats, strollers,
                                                              highchairs, and playards

In October 2012, the Company committed to an expansion of 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, the Company's Consumer and Professional groups will be eliminated and the Company's nine global business units will be streamlined into six business segments. The six business segments and the brands included in each of the six business segments are as follows:

• Tools: Irwin® and Lenox® tools and Dymo® industrial

• Commercial Products: Rubbermaid Commercial Products® and Rubbermaid® Healthcare

• Writing: Sharpie®, Paper Mate®, Expo®, Prismacolor®, Parker® and Waterman®

• Baby & Parenting: Graco®, Aprica® and Teutonia®

• Home Solutions: Rubbermaid®, Calphalon®, Levolor®, Kirsch® and Goody®

• Specialty: Bulldog®, Ashland®, Shur-Line®, Dymo® office, Endicia® and Mimio®

The Company will begin reporting under the new structure in the fourth quarter of 2012.

Market and Performance Overview
The Company operates in the consumer and commercial products markets, which are generally impacted by overall economic conditions in the regions in which the Company operates. The Company's results for the first nine months of 2012 were impacted by the following factors:

• Core sales, which exclude foreign currency, increased 2.2% in the first nine months of 2012 compared to the same period last year. New products, geographic expansion and core sales growth in emerging markets were the primary drivers of the core sales growth, with double-digit core sales growth in Latin America and Asia Pacific. Deteriorating macroeconomic conditions in Western Europe and lower merchandising in Europe in advance of the SAP go-live adversely impacted core sales and were the primary drivers of a 4.7% core sales decline in the Europe, Middle East, and Africa region.

• Core sales increased 4.3% in Newell Professional, with growth across the segment led by high-single-digit growth in the Industrial Products & Services GBU and mid-single-digit growth in the Commercial Products and Construction Tools & Accessories GBUs. Core sales grew 11.2% in Baby & Parenting, with improved retail-level sales in North America and sustained momentum in the Asia Pacific region. Newell Consumer realized a core sales decline of 1.2%, primarily due to continued operational challenges in the Décor business (Levolor window treatments) within the Home, Organization & Style GBU and challenges in the Culinary and Décor businesses related to a change in merchandising strategy at a significant retail customer.

• Input and sourced product cost inflation was more than offset by pricing and productivity which resulted in a 50 basis point improvement in gross margins compared to the same period in 2011. The Company's gross margins increased despite continued operational challenges in the Décor business within the Home, Organization & Style GBU and pressures due to uncertain macroeconomic conditions in Western Europe.

• Continued focused spend for strategic SG&A activities to drive sales, enhance the new product pipeline, develop growth platforms and expand geographically. During the first nine months of 2012, the Company's spend for strategic brand-building and consumer demand creation and commercialization activities included spend for the following:

•            Continued investments to support the global roll out of Paper
             Mate®'s InkJoy® line of writing instruments, which feature
             innovative ultra-low viscosity ink for a smooth writing experience;



•            Continued expansion of dedicated Parker® "shop-in-shop" retail
             outlets in China and other regions to enhance in-store
             merchandising;



•            Expanded the launch of the Parker® Ingenuity Collection featuring
             Parker 5th™ Technology into Japan and China in the first half of
             2012;



•            Continued support for "Irwinization" marketing and merchandising
             initiatives, including the Irwin National Tradesmen Day, "Blue wall"
             and other merchandising vehicles that get the Irwin® brand and new
             innovations in front of contractors in a more effective way;



•            Launched Irwin® 2500 Series Level featuring a robust new frame
             design that enables guaranteed vial accuracy for the life of the
             product;



•            Expanded the sales forces in the Industrial Products & Services,
             Construction Tools & Accessories, Fine Writing & Luxury Accessories,
             and Commercial Products GBUs to drive greater sales penetration,
             enhance the availability of products and to support geographic
             expansion;



•            Supported new innovations in Baby & Parenting, including the Graco®
             Fast-Action and Ready2Grow™ travel systems which are driving
             significant market share gains; and,



•            Supported the launch of the Rubbermaid® Clean & Dry Plunger with
             NeverWet™ nanotech coating which forms a shield that repels water,
             Rubbermaid® Bathroom Scrubbers with four tools to choose from, and
             Rubbermaid® LunchBlox™ - a collection of customizable, modular food
             storage containers that snap together to save space and stay
             organized in lunch bags.

• Continued the execution of Project Renewal to simplify the business, reduce structural costs and increase investment in the most significant growth platforms within the business.

• Continued the execution of the European Transformation Plan, which includes projects designed to improve the financial performance of the European business and centralize decision making in the Geneva headquarters, and successfully went live with SAP in Europe in April 2012.

• Improved the Company's capital structure by completing the offering and sale of $500.0 million unsecured senior notes, consisting of $250.0 million principal amount of 2.0% notes due 2015 and $250.0 million principal amount of 4.0% notes due 2022, the aggregate proceeds of which were used in July 2012 to redeem the $436.7 million of outstanding 5.25% junior convertible subordinated debentures due December 2027 underlying the Company's 5.25% convertible preferred securities.

• Retired $250.0 million principal amount of the 6.75% medium-term notes (the "2012 Notes") upon maturity, for which interest expense was previously recorded at a rate of approximately 3.5% after contemplating the effect of the interest rate swap related to the 2012 Notes.

• Continued the $300.0 million three-year share repurchase plan that expires in August 2014, pursuant to which the Company repurchased and retired an additional 3.8 million shares of common stock for $67.2 million during the first nine months of 2012.

• Increased the Company's quarterly dividend by 25% from $0.08 per share to $0.10 per share, which took effect with the Company's dividend paid in June 2012.

In October 2012, the Company announced the expansion of Project Renewal such that the cumulative pretax costs of the expanded Project Renewal are now expected to be $340 to $375 million, with cash costs of $300 to $340 million and annualized savings of approximately $270 to $325 million. Project Renewal is expected to be complete by mid-2015.

In October 2012, the Company increased the quarterly dividend by 50% from $0.10 per share to $0.15 per share, effective with the Company's dividend payable in December 2012.

The Company expects its financial results for the remainder of 2012 could be impacted both positively and negatively by the continued momentum of the Company's growth businesses; the impact of macroeconomic, fiscal policy and political uncertainty in the U.S. and Western Europe; and, the degree to which the Company accelerates brand building investments. Projects and Initiatives
Project Renewal
In October 2011, the Company launched Project Renewal, a program designed to reduce the complexity of the organization and increase investment in the most significant growth platforms within the business, funded by a reduction in structural selling, general & administrative ("SG&A") costs. Cost savings from the program are expected to be achieved in large part through the consolidation of three operating groups into two - Newell Professional and Newell Consumer - and of 13 GBUs into nine, with the Baby & Parenting GBU operating as a stand-alone operating segment.
In connection with the program, the Company expected to incur cash costs of $75 to $90 million and record pretax restructuring charges in the range of $90 to $100 million, the majority of which were employee-related cash costs, including severance, retirement, and other termination benefits and costs. The consolidation of a limited number of manufacturing facilities and distribution centers has also been initiated as part of the program, with the goal of increasing operational efficiency, reducing costs, and improving gross margin, and the Company estimated a total net headcount reduction of approximately 500 resulting from Project Renewal.
During the first nine months of 2012, the Company continued the execution of the closure of the Newell Consumer segment's Greenville, Texas manufacturing facility aiming to consolidate operations of the facility into the Company's existing facilities in the states of Kansas and Ohio. The Company also began implementing a distribution center consolidation in the Newell Consumer segment as well as a project to align the Newell Consumer GBUs' sales and marketing organizations with the Company's newly created Customer Development Organization. In the Newell Professional segment, the Company began reorganizing its sales and marketing functions within certain GBUs, began a project to consolidate certain distribution operations and began a project to close one of its U.S. manufacturing facilities. Through September 30, 2012, the Company has incurred restructuring and restructuring-related charges of approximately $57 million and $7 million, respectively, under Project Renewal.
Restructuring-related charges represent incremental SG&A expenses associated with the implementation of Project Renewal.

In October 2012, the Company committed to an expansion of 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,

the Company's Consumer and Professional groups will be eliminated and the Company's nine global business units will be streamlined into six business segments. The Company expects to incur incremental cash costs of $225 to $250 million, approximately 80% of which are employee-related cash costs, including severance, retirement, and other termination benefits and costs, as the Company estimates that the expansion of Project Renewal will result in slightly over a 10% reduction in the global workforce by mid-2015. The Company also expects to record pretax restructuring charges in the range of $250 to $275 million over the same period. Cumulative pretax costs of the expanded Project Renewal are now expected to be $340 to $375 million, with cash costs of $300 to $340 million. Charges of between $55 and $70 million are expected to be incurred in 2012.

The expansion of Project Renewal is expected to generate annualized incremental cost savings of approximately $180 to $225 million. Project Renewal in total is expected to generate annualized costs savings of approximately $270 to $325 million when fully implemented by mid-2015, with annualized savings of $90 to $100 million expected by the first half of 2013. The majority of the savings will be reinvested in the business to unlock accelerated growth and to strengthen brand building and selling capabilities in priority markets around the world.
European Transformation Plan
In June 2010, the Company announced a program to simplify and centralize its European business (the "European Transformation Plan"). The European Transformation Plan includes initiatives designed to transform the European organizational structure and processes to centralize certain operating activities, improve performance, leverage the benefits of scale and to facilitate a more efficient and cost-effective implementation of SAP, an enterprise resource planning system, in Europe, all with the aim of increasing operating margin in the European region to approximately 10%. The European Transformation Plan is expected to result in aggregate restructuring and other plan-related costs of $110 to $115 million. The European Transformation Plan is expected to be completed by the end of 2012 and is expected to result in cumulative restructuring charges totaling between $35 and $40 million, substantially all of which are employee-related cash costs, including severance, retirement, and other termination benefits and relocation costs. The Company also expects to incur an additional $75 to $80 million of incremental selling, general and administrative expenses, referred to herein as restructuring-related charges, to implement the European Transformation Plan. Through September 30, 2012, the Company has incurred cumulative restructuring and restructuring-related charges of approximately $31 million and $75 million, respectively, under the European Transformation Plan. The Company expects to realize cumulative annual after-tax savings of $55 to $65 million upon completion of the implementation of the European Transformation Plan, the majority of which have been realized and were included in the Company's 2011 operating results.
In April 2012, the Company migrated its enterprise resource planning systems in Europe to SAP and began operating in a centralized European business model. The new operating structure affected and is expected to continue to affect the Company's assessment of the realizability of certain income tax assets in Europe and the Company's uncertain income tax positions in Europe. These assessments adversely impacted the Company's income tax expense by $15 million in the first nine months of 2012, and ongoing assessments of these matters could favorably or unfavorably impact the Company's income tax expense in future periods. Since the Company reports sales and operating income based on the region from which the products are shipped and invoiced to external customers and the new model defines how certain regions import and export products, the new model impacted the regions in which the Company's sales and operating income are reported in the second and third quarters of 2012 and will continue to impact the comparability of the Company's geographic reporting for the remainder of 2012. Compared to prior periods, the new model generally results in the European region's sales and operating income being lower with corresponding increases in the Company's other regions.
One Newell Rubbermaid
The Company strives to leverage the common business activities and best practices of its GBUs, and to build one common culture of shared values with a focus on collaboration and teamwork. Through this initiative, the Company has established regional shared service centers to leverage nonmarket-facing functional capabilities to reduce costs. The Company is also migrating multiple legacy systems and users to a common SAP global information system platform in a phased, multi-year rollout. SAP is expected to enable the Company to integrate and manage its worldwide business and reporting processes more efficiently. Through September 30, 2012, the North American and European operations of substantially all of the Company's nine GBUs have successfully gone live with their SAP implementation efforts.
Foreign Currency - Venezuela
The Company began accounting for its Venezuelan operations using highly inflationary accounting in January 2010. Under highly inflationary accounting, the Company remeasures assets, liabilities, sales and expenses denominated in Bolivar Fuertes into U.S. Dollars using the applicable exchange rate, and the resulting translation adjustments are included in earnings. As of September 30, 2012, the Company's Venezuelan subsidiary had approximately $60.3 million of net monetary assets denominated in Bolivar Fuertes at the SITME rate of 5.3 Bolivar Fuertes to U.S. Dollar, and as a result, a 10% increase (decrease) in the applicable exchange

rate would result in a one-time estimated pretax charge (benefit) of $6 million. On an ongoing basis, excluding the impacts of any actions management might otherwise take in response to a change in exchange rates, such as raising or decreasing prices, a 10% increase (decrease) in the exchange rate would unfavorably (favorably) impact annual net sales and operating income by an estimated $5 million and $2 million, respectively.

Results of Operations
The following table sets forth for the periods indicated items from the
Condensed Consolidated Statements of Operations as reported and as a percentage
of net sales (in millions, except percentages):
                              Three Months Ended September 30,                     Nine Months Ended September 30,
                               2012                      2011                      2012                      2011
Net sales             $ 1,535.3      100.0  %   $ 1,549.9      100.0  %   $ 4,383.9      100.0  %   $ 4,369.4      100.0  %
Cost of products sold     953.0       62.1          970.6       62.6        2,709.8       61.8        2,720.8       62.3
Gross margin              582.3       37.9          579.3       37.4        1,674.1       38.2        1,648.6       37.7
Selling, general and
administrative
expenses                  380.2       24.8          383.4       24.7        1,138.5       26.0        1,122.0       25.7
Impairment charges            -          -          382.6       24.7              -          -          382.6        8.8
Restructuring costs        13.7        0.9            5.5        0.4           37.5        0.9           12.3        0.3
Operating income
(loss)                    188.4       12.3         (192.2 )    (12.4 )        498.1       11.4          131.7        3.0
Nonoperating
expenses:
Interest expense, net      18.0        1.2           21.8        1.4           58.7        1.3           65.0        1.5
Losses related to
extinguishments of
debt                        6.8        0.4              -          -            6.8        0.2            4.8        0.1
Other (income)
expense, net               (1.2 )     (0.1 )          6.0        0.4           (0.8 )        -           11.0        0.3
Net nonoperating
expenses                   23.6        1.5           27.8        1.8           64.7        1.5           80.8        1.8
Income (loss) before
income taxes              164.8       10.7         (220.0 )    (14.2 )        433.4        9.9           50.9        1.2
Income tax expense
(benefit)                  58.2        3.8          (53.6 )     (3.5 )        135.7        3.1           (2.0 )        -
Income (loss) from
continuing operations     106.6        6.9         (166.4 )    (10.7 )        297.7        6.8           52.9        1.2
Income (loss) from
discontinued
operations                  1.7        0.1          (11.2 )     (0.7 )          1.7          -           (8.1 )     (0.2 )
Net income (loss)     $   108.3        7.1  %   $  (177.6 )    (11.5 )%   $   299.4        6.8  %   $    44.8        1.0  %

Three Months Ended September 30, 2012 vs. Three Months Ended September 30, 2011
. . .