The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. The discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto.

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 leading brands, including Rubbermaid®, Levolor®, Goody®, Calphalon®, Sharpie®, Paper Mate®, Parker®, Waterman®, Irwin®, Lenox®, Graco®, Aprica® and Dymo®.
On 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 ("GBUs") into nine. One of the two operating groups was consumer-facing ("Newell Consumer"), while the other was commercial-facing ("Newell Professional"). In addition, while not an operating group, the Baby & Parenting GBU was treated as a stand-alone operating segment.
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 were eliminated and the Company's nine GBUs were streamlined into six business segments. The six business segments and the key brands included in each of the six business segments are as follows:

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

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

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

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

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

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

The actions taken by the Company in 2012 are intended to simplify the organization and free up resources to invest in growth initiatives and strengthened capabilities. These changes are considered key enablers to building a bigger, faster-growing, more global and more profitable Newell Rubbermaid. 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 superior 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.

During 2012, the Company executed against the delivery phase of the Growth Game Plan. In this phase, the Company implemented structural changes in the organization while ensuring consistent execution and delivery. The Company expects 2013 to be a transition year from the delivery phase to the strategic phase. In the strategic phase, the Company expects to expand investment behind its Win Bigger businesses to drive accelerated growth.

In 2013, the Company will continue implementing changes to drive the Growth Game Plan into action. These changes are the foundation of the expansion of Project Renewal and are organized into the following five workstreams:
? Organizational Simplification: The Company has de-layered its top structure by eliminating the two groups (Newell Consumer and Newell Professional) and further consolidating its businesses from nine GBUs to six business segments.

? EMEA Simplification: The Company will focus its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.

? Best Cost Finance: The Company will deliver a simplified approach to decision support, transaction processing and information management by leveraging SAP and the streamlined business segments to align resources with the Growth Game Plan.

? Best Cost Back Office: The Company will drive "One Newell Rubbermaid" efficiencies in customer and consumer services and sourcing functions.

? Supply Chain Footprint: The Company will further optimize manufacturing and distribution facilities across its global supply chain.

In implementing the tenets of its strategy and its change agenda, 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 segments reflect the Company's focus on building large consumer
and professional brands and leveraging its understanding of similar markets and
distribution channels.The Company's six segments and the key brands included in
each of the six business segments are as follows:
Segment                     Key Brands              Description of Primary Products
Home Solutions        Rubbermaid®,             Indoor/outdoor organization, food storage
                      Calphalon® Levolor®,     and home storage products; gourmet
                      Goody®                   cookware, bakeware, cutlery and small
                                               kitchen electrics; drapery hardware and
                                               window treatments; hair care accessories
Writing               Sharpie®, Paper Mate®,   Writing instruments, including markers and
                      Expo®, Parker®,          highlighters, pens and pencils; art
                      Waterman®                products; fine writing instruments
Tools                 Irwin®, Lenox®,          Hand tools and power tool accessories;
                      Dymo® Industrial         industrial bandsaw blades; cutting tools
                                               for pipes and HVAC systems; label makers
                                               and printers for industrial use
Commercial Products   Rubbermaid®              Cleaning and refuse products, hygiene
                      Commercial               systems, material handling solutions;
                      Products,                medical and computer carts, and
                      Rubbermaid® Healthcare   wall-mounted workstations
Baby & Parenting      Graco®, Aprica®          Infant and juvenile products such as car
                                               seats, strollers, highchairs and playards
Specialty             Bulldog®, Shur-line®,    Convenience and window hardware; manual
                      Dymo®, Endicia®,         paint applicators; office technology
                      Mimio®                   solutions such as label makers and
                                               printers, on-line postage and interactive
                                               teaching solutions

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 in 2012 were impacted by the following factors:

• Core sales, which exclude foreign currency, increased 2.2% in 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- and high-single-digit core sales growth in Latin America and Asia Pacific, respectively. 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 is determined by applying the prior year monthly exchange rates to the current year local currency monthly sales amounts, with the difference in core sales and prior year reported sales representing core sales increases or decreases.

• Core sales increased 9.8% in the Baby & Parenting segment, with improved retail-level sales in North America and sustained momentum in the Asia Pacific region primarily due to new product launches. Core sales grew 7.0% in the Tools segment with approximately half of the growth attributable to the segment's international businesses. Core sales increased 3.2% in the Writing segment driven by the continued global rollout of Paper Mate® InkJoy® and a strong back-to-school season. The Home Solutions segment realized a core sales decline of 3.6%, primarily due to continued operational challenges in the Décor business (Levolor window treatments) within the Home Solutions segment 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 20 basis point improvement in gross margin compared to 2011. The Company's gross margin increased despite continued operational challenges in the Décor business within the Home Solutions segment 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 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;

•            Supported the Express Yourself with Sharpie® music campaigns,
             including the partnership with the musical group One Direction, to
             inspire Sharpie users to boldly express themselves in creative and
             innovative ways;



•            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 Tools, Writing and Commercial
             Products segments to drive greater sales penetration, enhance the
             availability of products and to support geographic expansion;



•            Supported new innovations in the Baby & Parenting segment, 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.

• Completed the implementation 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.

• Completed the offering and sale of $350.0 million 2.05% unsecured senior notes due 2017 and used the proceeds together with cash on hand and short-term borrowings to repay the $500.0 million principal amount of the 5.50% senior notes due April 2013 (the "2013 Notes"), for which interest expense was previously recorded at a rate of approximately 3.5% after contemplating the effects of the interest rate swaps related to the 2013 Notes.

• Retired $250.0 million principal amount of the 6.75% medium-term notes due 2012 (the "2012 Notes") upon maturity, for which interest expense was previously recorded at a rate of approximately 2.3% after contemplating the effect of the terminated interest rate swaps 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 4.9 million shares of common stock for $91.5 million during 2012.

• Increased the Company's quarterly dividend by 88% during 2012, from $0.08 per share in the first quarter to $0.15 per share in the fourth quarter.

Key Initiatives
Project Renewal
In October 2011, the Company launched Project Renewal, a program designed to reduce complexity in 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. The consolidation of a limited number of manufacturing facilities and distribution centers was also initiated as part of the program, with the goal of increasing operational efficiency, reducing costs, and improving gross margin. 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 expanded, Project Renewal encompasses projects centered around five workstreams, as follows:

• Organizational Simplification: The Company has de-layered its top structure by eliminating the two groups (Newell Consumer and Newell Professional) and further consolidated its businesses from nine GBUs to six business segments.

• EMEA Simplification: The Company will focus its resources on fewer products and countries, while simplifying go-to-market, delivery and back office support structures.

• Best Cost Finance: The Company will deliver a simplified approach to decision support, transaction processing and information management by leveraging SAP and the streamlined business segments to align resources with the Growth Game Plan.

• Best Cost Back Office: The Company will achieve "One Newell Rubbermaid" efficiencies in customer and consumer services and sourcing functions.

• Supply Chain Footprint: The Company will further optimize manufacturing and distribution facilities across its global supply chain.

The following table depicts estimated pre-tax restructuring and restructuring-related costs, annualized savings, and headcount impacts associated with Project Renewal (dollars in millions):

                                                                                    Approx.
                                                                    Annualized     Headcount
                                 Total Costs(1)     Cash Costs        Savings       Impacts
Project Renewal (October 2011)    $90 to $100       $75 to $90      $90 to $100       500
                                                                      $180 to
Renewal Expansion (October 2012)  $250 to $275    $225 to $250(2)      $225          1,750
                                                                      $270 to
Project Renewal                   $340 to $375     $300 to $340        $325          2,250

(1) Restructuring and restructuring-related charges of $69 million and $10 million, respectively, have been incurred through December 31, 2012, the majority of which were employee-related cash costs, including severance, retirement, and other termination benefits and costs. Restructuring-related charges represent incremental cost of products sold and SG&A expenses associated with the implementation of Project Renewal.

(2) Consists of approximately 80% employee-related cash costs including severance, retirement, and other termination benefits and costs.

Project Renewal in total is expected to be 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 from Project Renewal will be invested in the business to unlock accelerated growth and to strengthen brand building and selling capabilities in priority markets around the world.
Since the inception of Project Renewal through December 31, 2012, the Company has reduced structural overhead and consolidated three operating groups into two and 13 GBUs into nine, which resulted in a headcount reduction of approximately 175 employees. In 2012, the Company completed the closure of the Home Solutions segment's Greenville, Texas, manufacturing facility, aiming to consolidate operations of the facility into the Company's existing facilities in Kansas and Ohio. The Company also began implementing a distribution center consolidation in the Home Solutions segment as well as a project to align the Home Solutions segment's sales and marketing organizations with the Company's newly created Customer Development Organization. In the Tools and the Commercial Products segments, the Company began reorganizing its sales and marketing functions and began a project to centralize Commercial Products' distribution operations. In the Specialty segment, the Company began a project to close one of its U.S. manufacturing facilities in Lowell, Indiana. In the fourth quarter of 2012, the Company's Consumer and Professional groups were eliminated and the Company's nine GBUs were streamlined into six business segments. European Transformation Plan
In June 2010, the Company announced a program to 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%. As of December 31, 2012, the Company had completed the implementation of its European Transformation Plan initiative with cumulative restructuring and restructuring-related costs of $38 million and $77 million, respectively. The European Transformation Plan was expected to result in the realization of annual after-tax savings

of $55 to $65 million, and substantially all of these savings have been realized and were included in the Company's 2011 and 2012 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. 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 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 segments, 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. In addition, through the expansion of Project Renewal, the Company will expand its focus on leveraging the common business activities and best practices by enhancing its newly created Customer Development Organization and by reorganizing the business around two of the critical elements of the Growth Game Plan - Brand & Category Development and Market Execution & Delivery.
The Company is also migrating multiple legacy systems and users to a common SAP global information 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 December 31, 2012, the North American and European operations of substantially all of the Company's six segments have successfully gone live with their SAP implementation efforts.
The Company continues to evaluate and optimize nonstrategic SG&A expenditures throughout the organization, including centralizing indirect procurement to better leverage the Company's spend.

CONSOLIDATED RESULTS OF OPERATIONS

The Company believes the selected data and the percentage relationship between net sales and major categories in the Consolidated Statements of Operations are important in evaluating the Company's operations. The following table sets forth items from the Consolidated Statements of Operations as reported and as a percentage of net sales for the years ended December 31, (in millions, except percentages):

                                          2012                     2011                     2010
Net sales                        $ 5,902.7     100.0  %   $ 5,864.6     100.0  %   $ 5,658.2     100.0  %
Cost of products sold              3,673.6      62.2        3,659.4      62.4        3,509.5      62.0
Gross margin                       2,229.1      37.8        2,205.2      37.6        2,148.7      38.0
Selling, general and
administrative expenses            1,521.1      25.8        1,515.3      25.8        1,447.8      25.6
Impairment charges                       -         -          382.6       6.5              -         -
Restructuring costs                   56.1       1.0           50.1       0.9           77.4       1.4
Operating income                     651.9      11.0          257.2       4.4          623.5      11.0
Nonoperating expenses:
Interest expense, net                 76.1       1.3           86.2       1.5          118.4       2.1
Losses related to
extinguishments of debt               10.9       0.2            4.8       0.1          218.6       3.9
Other (income) expense, net           (1.0 )       -           13.7       0.2           (7.3 )    (0.1 )
Net nonoperating expenses             86.0       1.5          104.7       1.8          329.7       5.8
Income before income taxes           565.9       9.6          152.5       2.6          293.8       5.2
Income tax expense                   166.3       2.8           17.9       0.3            5.6       0.1
Income from continuing
operations                           399.6       6.8          134.6       2.3          288.2       5.1
Income (loss) from discontinued
operations                             1.7         -           (9.4 )    (0.2 )          4.6       0.1
Net income                       $   401.3       6.8  %   $   125.2       2.1  %   $   292.8       5.2  %

Results of Operations - 2012 vs. 2011
Net sales for 2012 were $5,902.7 million, representing an increase of $38.1
. . .