8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 29, 2009

NEWELL RUBBERMAID INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-9608	36-3514169
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Three Glenlake Parkway Atlanta, Georgia		30328
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 418-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02, and the Exhibit attached to this Report, are furnished pursuant to Item 2.02 of Form 8-K. Consequently, such items are not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such items may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

On January 29, 2009, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal quarter and fiscal year ended December 31, 2008. The Company’s press release, dated January 29, 2009, and Additional Financial Information, is attached as Exhibit 99.1.

The press release and Additional Financial Information contain non-GAAP financial measures. For purposes of Securities and Exchange Commission Regulation G, a “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Operating and statistical measures and certain ratios and other statistical measures are not non-GAAP financial measures. For purposes of the definition, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided, as a part of the press release and Additional Financial Information, a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

The Company has used certain financial measures that are included in the press release and Additional Financial Information both in presenting its results to stockholders and the investment community and in its internal evaluation and management of its businesses. The Company’s management believes that these measures — including those that are “non-GAAP financial measures” — and the information they provide are useful to investors since these measures:

• enable investors and analysts to compare the current non-GAAP measures with the corresponding non-GAAP measures used in the past, and

• permit investors to view the Company’s performance using the same tools that Company management uses to evaluate the Company’s past performance, reportable business segments and prospects for future performance and to gauge the Company’s progress in achieving its stated goals.

The Company’s management believes that operating income, income from continuing operations and diluted earnings per share from continuing operations, excluding restructuring charges, as well as “Normalized” results are also useful because they provide investors with a meaningful perspective on the current underlying performance of the Company’s continuing operations. The Company’s management believes that free cash flow, defined by the Company as cash generated from operations less capital expenditures, is useful to investors because it is an indication of amounts of cash flow that may be available for dividends and further investment in future growth initiatives. Another purpose for which the Company uses diluted earnings per share from continuing operations, excluding restructuring charges, is as a performance goal that helps determine the amount, if any, of cash bonuses for corporate management employees under the Company’s management cash bonus plan. The Company’s management believes that adjusted sales, as reflected in the Currency Analysis included in Exhibit 99.1, is useful to investors because it demonstrates the effect of foreign currency translation on reported sales. The Company’s management believes that “Normalized” earnings per share, which excludes restructuring charges and one-time events such as tax benefits and impairment charges is useful to investors because it permits investors to better understand year-over-year changes in underlying operating performance.

While the Company believes that these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies.

Item 7.01 Regulation FD Disclosure.

The information set forth under Item 2.02 above and in Exhibit 99.1 to this Report is also intended to be furnished under this Item 7.01 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated January 29, 2009, issued by Newell Rubbermaid Inc., and Additional Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEWELL RUBBERMAID INC.
Date: January 29, 2009	By:	/s/ Dale L. Matschullat
		Dale L. Matschullat Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 29, 2009, issued by Newell Rubbermaid Inc., and Additional Financial Information

EX-99.1

	Exhibit 99.1
	> News Release

Newell Rubbermaid Reports Fourth Quarter 2008 Results

Cash Flow Ahead of Guidance, Normalized EPS Ahead of December Update

Board of Directors Approves 50 Percent Dividend Reduction

ATLANTA, January 29, 2009 – Newell Rubbermaid (NYSE: NWL) today announced its fourth quarter 2008 financial results.

Net sales declined 11.6 percent to $1.45 billion in the fourth quarter, compared to $1.64 billion in the prior year. The reported sales decline was consistent with the updated guidance provided by the company on December 17, 2008. The acquisitions of Technical Concepts and Aprica together contributed 3.8 percent of sales growth. The impact from previously announced product line exits accounted for approximately 3 percent of the sales decline, while foreign currency translation reduced sales by approximately 4 percent.

“Our results reflect the dramatic downturn in the global economy during the last two months of 2008,” said Mark Ketchum, president and chief executive officer of Newell Rubbermaid. “Weakness in consumer spending, compounded by inventory reductions at retail, negatively impacted both sales and productivity. As previously announced, we are acting quickly and decisively to significantly reduce our cost structure and drive operational initiatives to protect earnings and maximize cash flow in 2009.”

Newell Rubbermaid also announced a 50 percent reduction in its quarterly dividend to $0.105 per share. The Board of Directors currently anticipates maintaining this dividend rate throughout 2009, for an annualized dividend level of $0.42 per share. The resulting dividend yield and payout ratio is more closely aligned with the company’s industry peers and the S&P 500.

“The Board’s decision to reduce the dividend is prudent in order to better position our company to protect its investment grade credit rating and maintain continuing access to credit markets,” stated William Marohn, Chairman of Newell Rubbermaid. “We fully recognize that the dividend is an important element of return for shareholders, and we did not take the decision to reduce it lightly. However, we strongly believe this decision is in the long-term best interest of the shareholders and the company.”

Gross margin for the fourth quarter was 30.0 percent, down 510 basis points from last year, as positive pricing was more than offset by weaker sales, lower manufacturing volumes, unfavorable mix and cost inflation.

Excluding Project Acceleration restructuring costs of $19.0 million in 2008 and $32.3 million in 2007, and one-time items, operating income was $80.3 million in the fourth quarter 2008, compared to $205.2 million in the prior year. This decline reflects the gross margin decline partially offset by operating expense reductions.

“One-time items” in the fourth quarter 2008 include non-cash impairment charges of $299.4 million, or $1.07 per diluted share, and tax benefits of $26.4 million, or $0.09 per diluted share. The non-cash impairment charges were required to write down to fair value goodwill related to

3 Glenlake Parkway | Atlanta, GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL

> News Release

certain business units included in the company’s Tools & Hardware and Office Products segments. (A reconciliation of the results “as reported” to results “normalized” is included below.)

Normalized earnings, which exclude Project Acceleration restructuring costs and one-time items, were $0.11 per diluted share, slightly above the high end of the company’s revised guidance and compared to $0.47 per diluted share in the fourth quarter 2007.

Income from continuing operations, as reported on a GAAP basis, was $(256.7) million, or $(0.93) per diluted share, which includes the non-cash impairment charges of $299.4 million. This compares to $101.0 million, or $0.36 per diluted share, in the fourth quarter 2007.

Operating cash flow was $211.9 million, compared to $199.1 million in the prior year. Capital expenditures were $35.7 million in the fourth quarter, compared to $47.3 million in the prior year.

A reconciliation of the fourth quarter 2008 and last year’s results is as follows:

	Q4 2008	Q4 2007
Diluted earnings per share from continuing operations (as reported):	$(0.93)	$	0.36
Project Acceleration restructuring costs	$0.06	$	0.11
Diluted earnings per share from continuing operations (excluding charges):	$(0.87)	$	0.47
One-time items	$0.98	$	0.00
“Normalized” EPS:	$0.11	$	0.47

Twelve Months Results

Net sales for the twelve months ended December 31, 2008 increased 1.0 percent to $6.47 billion, compared to $6.41 billion in the prior year. The acquisitions of Technical Concepts and Aprica together contributed 3.2 percent of sales growth. Mid single-digit internal sales growth in the Home & Family segment was more than offset by a high single-digit decline in the Tools & Hardware segment and low single-digit declines in the Cleaning, Organization & Décor and Office Products segments. Foreign currency contributed 0.8 percent of sales growth.

Gross margin was 32.8 percent, or 240 basis points lower than the prior year, as positive pricing and savings from Project Acceleration were more than offset by significantly higher cost inflation and the fourth quarter impact of weaker sales, lower manufacturing volumes and unfavorable mix.

Normalized earnings, which exclude Project Acceleration restructuring costs and one-time items, were $1.22 per diluted share, compared to $1.82 per diluted share in the prior year. “One-time items” for the twelve months 2008 include those described above for the fourth quarter 2008, as

3 Glenlake Parkway | Atlanta, GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL

> News Release

well as the net of tax impact of the company’s purchase of a call option with respect to its $250 million of 6.35% Reset notes due 2028 for approximately $52 million in the third quarter 2008, or approximately $0.13 per diluted share, and a tax benefit of $3.5 million in the third quarter 2008, or $0.01 per diluted share. “One-time items” in 2007 consisted of tax benefits of $41.3 million, or $0.15 per diluted share. (A reconciliation of the results “as reported” to results “normalized” is included below.)

Income from continuing operations, as reported on a GAAP basis, was $(51.8) million, or $(0.19) per diluted share, which includes the non-cash impairment charges of $299.4 million, compared to $479.2 million, or $1.72 per diluted share, in the prior year.

Operating cash flow was $454.9 million, compared to $655.3 million in the prior year. Capital expenditures were $157.8 million, compared to $157.3 million in the prior year.

A reconciliation of the full year 2008 and last year’s results is as follows:

	FY 2008			FY 2007
Diluted earnings per share from continuing operations (as reported):	$	(0.19	)	$	1.72
Project Acceleration restructuring costs	$	0.31		$	0.25
Diluted earnings per share from continuing operations (excluding charges):	$	0.12		$	1.97
One-time items	$	1.10		$	(0.15	)
“Normalized” EPS:	$	1.22		$	1.82

2009 Full Year Guidance

The company expects reported net sales to decline 10 to 15 percent in 2009. Acquisitions are expected to contribute approximately 1 percent of sales growth, while product line exits are expected to reduce sales by 4 to 6 percent. Foreign currency translation is expected to reduce sales by 2 to 4 percent. Net sales in the Home & Family segment are anticipated to be better than total company guidance above, while Cleaning, Organization & Décor, Office Products and Tools & Hardware segment sales are anticipated to be in line with company guidance.

The company expects normalized earnings of $1.00 to $1.25 per diluted share.

Operating cash flow is projected to be in excess of $400 million for the full year, including approximately $100 million in restructuring cash payments. The company expects capital expenditures of approximately $150 million.

3 Glenlake Parkway | Atlanta, GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL

> News Release

2009 First Quarter Guidance

The company expects net sales to decline in the low to mid teens percentage range for the first quarter 2009. Acquisitions are expected to contribute approximately 4 percent of sales growth, while product line exits are expected to reduce sales by 4 to 6 percent. Foreign currency translation will have a negative impact on sales of 3 to 5 percent.

The company expects normalized earnings of $0.07 to $0.12 per diluted share.

A reconciliation of the first quarter and full year 2009 earnings outlook is as follows:

	Q1 2009		FY 2009
Diluted earnings per share from continuing operations:	$	(0.05) to $0.00	$	0.64 to $0.89
Project Acceleration restructuring costs	$	0.10 to $0.14	$	0.28 to $0.43
Diluted earnings per share from continuing operations (excluding charges):	$	0.07 to $0.12	$	1.00 to $1.25
One-time items	$	0.00	$	0.00
“Normalized” EPS:	$	0.07 to $0.12	$	1.00 to $1.25

Conference Call

The company’s fourth quarter 2008 earnings conference call is scheduled for today, January 29, 2009, at 9:00 am ET. To listen to the webcast, use the link provided under Events & Presentations in the Investor Relations section of Newell Rubbermaid’s Web site at www.newellrubbermaid.com. The webcast will be available for replay for two weeks. A brief supporting slide presentation will be available prior to the call under Quarterly Earnings in the Investor Relations section on the company’s Web site.

Non-GAAP Financial Measures

This release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Included in this release is a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

About Newell Rubbermaid

Newell Rubbermaid Inc., an S&P 500 company, is a global marketer of consumer and commercial products with sales of over $6 billion and a strong portfolio of brands, including Rubbermaid^®, Sharpie^®, Graco^®, Calphalon^®, Irwin^®, Lenox^®, Levolor^®, Paper Mate^®, Dymo^®, Waterman^®, Parker^®, Goody^®, Technical Concepts^® and Aprica^®.

This press release and additional information about Newell Rubbermaid are available on the company’s Web site, www.newellrubbermaid.com.

Contacts:
Nancy O’Donnell	David Doolittle
Vice President, Investor Relations	Vice President, Corporate Communications
+1 (770) 418-7723	+1 (770) 418-7519

3 Glenlake Parkway | Atlanta, GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL

> News Release

Caution Concerning Forward-Looking Statements

Statements in this press release that are not historical in nature constitute forward-looking statements. These forward-looking statements relate to information or assumptions about the effects of sales, income/(loss), earnings per share, operating income or gross margin improvements or declines, Project Acceleration, capital and other expenditures, cash flow, dividends, restructuring costs, costs and cost savings, inflation, particularly with respect to commodities such as oil and resin, debt ratings, and management’s plans, projections and objectives for future operations and performance. These statements are accompanied by words such as “anticipate,” “expect,” “project,” “will,” “believe,” “estimate” and similar expressions. 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 economies in light of the global economic slowdown; 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 successfully information technology solutions throughout our organization; our ability to improve productivity and streamline operations; our ability to refinance short term debt on terms acceptable to us, particularly given the recent turmoil and uncertainty in the global credit markets; changes to our credit ratings; significant increases in the funding obligations related to our pension plans due to declining asset values or otherwise; the imposition of tax liabilities greater than our provisions for such matters; the risks inherent in our foreign operations and those factors listed in the company’s most recent quarterly report on Form 10-Q, and Exhibit 99.1, filed with the Securities and Exchange Commission. Changes in such assumptions or factors could produce significantly different results. The information contained in this news release is as of the date indicated. The company assumes no obligation to update any forward-looking statements contained in this news release as a result of new information or future events or developments.

NWL-EA

3 Glenlake Parkway | Atlanta, GA 30328 | Phone +1 (770) 418-7000 | www.newellrubbermaid.com | NYSE: NWL

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share data)

Reconciliation of “As Reported” Results to “Normalized” Results

	Three Months Ended December 31,
	2008									2007									YOY % Change
	As Reported			Excluded Items (1)			Normalized			As Reported			Excluded Items (2)			Normalized
Net sales	$	1,451.5		$	—		$	1,451.5		$	1,642.5		$	—		$	1,642.5		(11.6	)%
Cost of products sold		1,016.7			—			1,016.7			1,066.6			—			1,066.6
GROSS MARGIN		434.8			—			434.8			575.9			—			575.9		(24.5	)%
% of sales		30.0	%					30.0	%		35.1	%					35.1	%
Selling, general & administrative expenses		354.5			—			354.5			370.7			—			370.7		(4.4	)%
% of sales		24.4	%					24.4	%		22.6	%					22.6	%
Impairment charges		299.4			(299.4	)		—			—			—			—
Restructuring costs		19.0			(19.0	)		—			32.3			(32.3	)		—
OPERATING (LOSS) INCOME		(238.1	)		318.4			80.3			172.9			32.3			205.2		(60.9	)%
% of sales		(16.4	)%					5.5	%		10.5	%					12.5	%
Nonoperating expenses:
Interest expense, net		34.6			—			34.6			21.2			—			21.2
Other expense, net		4.7			—			4.7			2.9			—			2.9
		39.3			—			39.3			24.1			—			24.1		63.1	%
(LOSS) INCOME BEFORE INCOME TAXES		(277.4	)		318.4			41.0			148.8			32.3			181.1		(77.4	)%
% of sales		(19.1	)%					2.8	%		9.1	%					11.0	%
Income taxes		(20.7	)		32.3			11.6			47.8			2.1			49.9		(76.8	)%
Effective rate		7.5	%					28.5	%		32.1	%					27.5	%
(LOSS) INCOME FROM CONTINUING OPERATIONS		(256.7	)		286.1			29.4			101.0			30.2			131.2		(77.6	)%
% of sales		(17.7	)%					2.0	%		6.1	%					8.0	%
Discontinued operations, net of tax:
Net gain		—			—			—			4.4			(4.4	)		—
NET (LOSS) INCOME	$	(256.7	)	$	286.1		$	29.4		$	105.4		$	25.8		$	131.2		(77.6	)%
% of sales		(17.7	)%					2.0	%		6.4	%					8.0	%
(LOSS) EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	(0.93	)	$	1.04		$	0.11		$	0.37		$	0.11		$	0.48
Diluted	$	(0.93	)	$	1.04		$	0.11		$	0.36		$	0.11		$	0.47
EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS:
Basic	$	—		$	—		$	—		$	0.02		$	(0.02	)	$	—
Diluted	$	—		$	—		$	—		$	0.02		$	(0.02	)	$	—
(LOSS) EARNINGS PER SHARE:
Basic	$	(0.93	)	$	1.04		$	0.11		$	0.38		$	0.10		$	0.48
Diluted	$	(0.93	)	$	1.04		$	0.11		$	0.38		$	0.09		$	0.47
AVERAGE SHARES OUTSTANDING:
Basic		277.1						277.1			276.1						276.1
Diluted		277.1						278.5			277.8						286.1

(1) Items excluded from “normalized” results for 2008 consist of $299.4 million of asset impairment charges, $19.0 million of restructuring costs, including asset impairment charges, the associated tax effects of the impairment and restructuring charges, and one-time tax benefits of $26.4 million.

(2) Items excluded from “normalized” results for 2007 consist of $32.3 million of restructuring costs, including asset impairment charges, and the associated tax effects, and a $4.4 million net gain related to discontinued operations.

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share data)

Reconciliation of “As Reported” Results to “Normalized” Results

	Twelve Months Ended December 31,
	2008									2007									YOY % Change
	As Reported			Excluded Items (1)			Normalized			As Reported			Excluded Items (2)			Normalized
Net sales	$	6,470.6		$	—		$	6,470.6		$	6,407.3		$	—		$	6,407.3		1.0	%
Cost of products sold		4,347.4			—			4,347.4			4,150.1			—			4,150.1
GROSS MARGIN		2,123.2			—			2,123.2			2,257.2			—			2,257.2		(5.9	)%
% of sales		32.8	%					32.8	%		35.2	%					35.2	%
Selling, general & administrative expenses		1,502.7			—			1,502.7			1,430.9			—			1,430.9		5.0	%
% of sales		23.2	%					23.2	%		22.3	%					22.3	%
Impairment charges		299.4			(299.4	)		—			—			—			—
Restructuring costs		120.3			(120.3	)		—			86.0			(86.0	)		—
OPERATING INCOME		200.8			419.7			620.5			740.3			86.0			826.3		(24.9	)%
% of sales		3.1	%					9.6	%		11.6	%					12.9	%
Nonoperating expenses:
Interest expense, net		137.9			—			137.9			104.1			—			104.1
Other expense, net		61.1			(52.2	)		8.9			7.3			—			7.3
		199.0			(52.2	)		146.8			111.4			—			111.4		31.8	%
INCOME BEFORE INCOME TAXES		1.8			471.9			473.7			628.9			86.0			714.9		(33.7	)%
% of sales		0.0	%					7.3	%		9.8	%					11.2	%
Income taxes		53.6			81.4			135.0			149.7			57.7			207.4		(34.9	)%
Effective rate		NM						28.5	%		23.8	%					29.0	%
(LOSS) INCOME FROM CONTINUING OPERATIONS		(51.8	)		390.5			338.7			479.2			28.3			507.5		(33.3	)%
% of sales		(0.8	)%					5.2	%		7.5	%					7.9	%
Discontinued operations, net of tax:
Net loss		(0.5	)		0.5			—			(12.1	)		12.1			—
NET (LOSS) INCOME	$	(52.3	)	$	391.0		$	338.7		$	467.1		$	40.4		$	507.5		(33.3	)%
% of sales		(0.8	)%					5.2	%		7.3	%					7.9	%
(LOSS) EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	(0.19	)	$	1.41		$	1.22		$	1.74		$	0.10		$	1.84
Diluted	$	(0.19	)	$	1.41		$	1.22		$	1.72		$	0.10		$	1.82
LOSS PER SHARE FROM DISCONTINUED OPERATIONS:
Basic	$	(0.00	)	$	0.00		$	—		$	(0.04	)	$	0.04		$	—
Diluted	$	(0.00	)	$	0.00		$	—		$	(0.04	)	$	0.04		$	—
(LOSS) EARNINGS PER SHARE:
Basic	$	(0.19	)	$	1.41		$	1.22		$	1.69		$	0.15		$	1.84
Diluted	$	(0.19	)	$	1.41		$	1.22		$	1.68		$	0.14		$	1.82
AVERAGE SHARES OUTSTANDING:
Basic		277.0						277.0			276.0						276.0
Diluted		277.0						278.3			286.1						286.1

NM Not meaningful

(1) Items excluded from “normalized” results for 2008 consist of $299.4 million of asset impairment charges, $120.3 million of restructuring costs, including asset impairment charges, $52.2 million of debt extinguishment charges, the associated tax effects of the impairment, restructuring and debt extinguishment charges, one-time tax benefits of $29.9 million, and a $0.5 million net loss related to discontinued operations.

(2) Items excluded from “normalized” results for 2007 consist of $86.0 million of restructuring costs, including asset impairment charges, and the associated tax effects, one-time tax benefits of $41.3 million, and a $12.1 million net loss related to discontinued operations.

Newell Rubbermaid Inc.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)

	December 31, 2008		December 31, 2007
Assets:
Cash and cash equivalents	$	275.4	$	329.2
Accounts receivable, net		969.3		1,166.4
Inventories, net		912.1		940.4
Deferred income taxes		100.4		102.0
Prepaid expenses and other		136.6		113.7
Total Current Assets		2,393.8		2,651.7
Property, plant and equipment, net		630.7		688.6
Deferred income taxes		107.8		29.4
Goodwill		2,698.9		2,608.7
Other intangible assets, net		640.5		501.8
Other assets		320.8		202.7
Total Assets	$	6,792.5	$	6,682.9
Liabilities and Stockholders’ Equity:
Accounts payable	$	535.5	$	616.9
Accrued compensation		79.5		170.7
Other accrued liabilities		829.9		744.7
Income taxes payable		—		44.0
Notes payable		8.3		15.3
Current portion of long-term debt		752.7		972.2
Total Current Liabilities		2,205.9		2,563.8
Long-term debt		2,118.3		1,197.4
Other non-current liabilities		854.1		674.4
Stockholders’ Equity		1,614.2		2,247.3
Total Liabilities and Stockholders’ Equity	$	6,792.5	$	6,682.9

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

(in millions)

	Twelve Months Ended December 31,
	2008			2007
Operating Activities:
Net (loss) income	$	(52.3	)	$	467.1
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		183.3			177.0
Deferred income taxes		8.7			(0.9	)
Non-cash restructuring costs		46.2			27.7
Loss on sale of assets		0.5			—
Impairment charges - continuing operations		299.4			—
Stock-based compensation expense		35.6			36.4
Loss on disposal of discontinued operations		0.5			11.9
Income tax benefits		(29.9	)		(41.3	)
Other		54.6			(3.4	)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		168.3			(7.9	)
Inventories		30.9			(53.6	)
Accounts payable		(105.5	)		54.0
Accrued liabilities and other		(183.2	)		(11.7	)
Discontinued operations		(2.2	)		—
Net cash provided by operating activities	$	454.9		$	655.3
Investing Activities:
Acquisitions, net of cash acquired	$	(655.7	)	$	(106.0	)
Capital expenditures		(157.8	)		(157.3	)
Disposals of non-current assets and sales of businesses		9.4			(2.3	)
Net cash used in investing activities	$	(804.1	)	$	(265.6	)
Financing Activities:
Proceeds from issuance of debt, net of debt issuance costs	$	1,318.0		$	420.8
Payments on notes payable and debt		(772.5	)		(478.3	)
Cash dividends		(234.5	)		(234.7	)
Other, net		(5.0	)		25.4
Net cash provided by (used in) financing activities	$	306.0		$	(266.8	)
Currency rate effect on cash and cash equivalents	$	(10.6	)	$	5.3
(Decrease) increase in cash and cash equivalents	$	(53.8	)	$	128.2
Cash and cash equivalents at beginning of year		329.2			201.0
Cash and cash equivalents at end of year	$	275.4		$	329.2

Newell Rubbermaid Inc.

Calculation of Free Cash Flow (1)

	Three Months Ended December 31,
	2008			2007
Free Cash Flow (in millions):
Net cash provided by operating activities	$	211.9		$	199.1
Capital expenditures		(35.7	)		(47.3	)
Free Cash Flow	$	176.2		$	151.8
	Twelve Months Ended December 31,
	2008			2007
Free Cash Flow (in millions):
Net cash provided by operating activities	$	454.9		$	655.3
Capital expenditures		(157.8	)		(157.3	)
Free Cash Flow	$	297.1		$	498.0

(1) Free Cash Flow is defined as cash flow provided by operating activities less capital expenditures.

Newell Rubbermaid Inc.

Financial Worksheet

(In Millions)

	2008												2007
			Reconciliation (1)												Reconciliation (1)										Year-over-year changes
			Reported			Excluded		Normalized			Operating				Reported			Excluded		Normalized			Operating		Net Sales					Operating Income (2)
	Net Sales		OI			Items		OI			Margin		Net Sales		OI			Items		OI			Margin		$			%		$			%
Q1:
Cleaning, Organization & Décor	$	464.7	$	48.1		$	—	$	48.1		10.4	%	$	457.4	$	57.2		$	—	$	57.2		12.5	%	$	7.3		1.6	%	$	(9.1	)	(15.9	)%
Office Products		421.7		34.5			—		34.5		8.2	%		406.3		35.2			—		35.2		8.7	%		15.4		3.8	%		(0.7	)	(2.0	)%
Tools & Hardware		290.3		35.1			—		35.1		12.1	%		293.9		34.2			—		34.2		11.6	%		(3.6	)	(1.2	)%		0.9		2.6	%
Home & Family		257.0		30.6			—		30.6		11.9	%		226.8		30.4			—		30.4		13.4	%		30.2		13.3	%		0.2		0.7	%
Restructuring Costs				(18.4	)		18.4		—							(15.5	)		15.5		—										—		0.0	%
Corporate				(18.8	)		—		(18.8	)						(20.7	)		—		(20.7	)									1.9		9.2	%
Total	$	1,433.7	$	111.1		$	18.4	$	129.5		9.0	%	$	1,384.4	$	120.8		$	15.5	$	136.3		9.8	%	$	49.3		3.6	%	$	(6.8	)	(5.0	)%
	2008												2007
			Reconciliation (1)												Reconciliation (1)										Year-over-year changes
			Reported			Excluded		Normalized			Operating				Reported			Excluded		Normalized			Operating		Net Sales					Operating Income (2)
	Net Sales		OI			Items		OI			Margin		Net Sales		OI			Items		OI			Margin		$			%		$			%
Q2:
Cleaning, Organization & Décor	$	609.9	$	74.5		$	—	$	74.5		12.2	%	$	544.4	$	81.2		$	—	$	81.2		14.9	%	$	65.5		12.0	%	$	(6.7	)	(8.3	)%
Office Products		612.9		102.6			—		102.6		16.7	%		587.5		109.0			—		109.0		18.6	%		25.4		4.3	%		(6.4	)	(5.9	)%
Tools & Hardware		322.3		46.7			—		46.7		14.5	%		324.6		47.7			—		47.7		14.7	%		(2.3	)	(0.7	)%		(1.0	)	(2.1	)%
Home & Family		280.0		27.7			—		27.7		9.9	%		236.6		31.3			—		31.3		13.2	%		43.4		18.3	%		(3.6	)	(11.5	)%
Restructuring Costs				(69.4	)		69.4		—							(15.5	)		15.5		—										—		0.0	%
Corporate				(21.2	)		—		(21.2	)						(20.9	)		—		(20.9	)									(0.3	)	(1.4	)%
Total	$	1,825.1	$	160.9		$	69.4	$	230.3		12.6	%	$	1,693.1	$	232.8		$	15.5	$	248.3		14.7	%	$	132.0		7.8	%	$	(18.0	)	(7.2	)%
	2008												2007
			Reconciliation (1)												Reconciliation (1)										Year-over-year changes
			Reported			Excluded		Normalized			Operating				Reported			Excluded		Normalized			Operating		Net Sales					Operating Income (2)
	Net Sales		OI			Items		OI			Margin		Net Sales		OI			Items		OI			Margin		$			%		$			%
Q3:
Cleaning, Organization & Décor	$	570.0	$	56.5		$	—	$	56.5		9.9	%	$	547.2	$	83.7		$	—	$	83.7		15.3	%	$	22.8		4.2	%	$	(27.2	)	(32.5	)%
Office Products		540.2		61.3			—		61.3		11.3	%		544.9		84.2			—		84.2		15.5	%		(4.7	)	(0.9	)%		(22.9	)	(27.2	)%
Tools & Hardware		331.0		47.0			—		47.0		14.2	%		335.9		51.3			—		51.3		15.3	%		(4.9	)	(1.5	)%		(4.3	)	(8.4	)%
Home & Family		319.1		37.2			—		37.2		11.7	%		259.3		37.2			—		37.2		14.3	%		59.8		23.1	%		—		0.0	%
Restructuring Costs				(13.5	)		13.5		—							(22.7	)		22.7		—										—		0.0	%
Corporate				(21.6	)				(21.6	)						(19.9	)		—		(19.9	)									(1.7	)	(8.5	)%
Total	$	1,760.3	$	166.9		$	13.5	$	180.4		10.2	%	$	1,687.3	$	213.8		$	22.7	$	236.5		14.0	%	$	73.0		4.3	%	$	(56.1	)	(23.7	)%
	2008												2007
			Reconciliation (1)												Reconciliation (1)										Year-over-year changes
			Reported			Excluded		Normalized			Operating				Reported			Excluded		Normalized			Operating		Net Sales					Operating Income (2)
	Net Sales		OI			Items		OI			Margin		Net Sales		OI			Items		OI			Margin		$			%		$			%
Q4:
Cleaning, Organization & Décor	$	502.7	$	59.5				$	59.5		11.8	%	$	547.4	$	51.2				$	51.2		9.4	%	$	(44.7	)	(8.2	)%	$	8.3		16.2	%
Office Products		431.0		17.4					17.4		4.0	%		503.6		89.5					89.5		17.8	%		(72.6	)	(14.4	)%		(72.1	)	(80.6	)%
Tools & Hardware		256.7		16.5					16.5		6.4	%		334.3		48.3					48.3		14.4	%		(77.6	)	(23.2	)%		(31.8	)	(65.8	)%
Home & Family		261.1		7.2					7.2		2.8	%		257.2		36.7					36.7		14.3	%		3.9		1.5	%		(29.5	)	(80.4	)%
Impairment Charges				(299.4	)		299.4		—							—			—		—										—		0.0	%
Restructuring Costs				(19.0	)		19.0		—							(32.3	)		32.3		—										—		0.0	%
Corporate				(20.3	)				(20.3	)						(20.5	)				(20.5	)									0.2		1.0	%
Total	$	1,451.5	$	(238.1	)	$	318.4	$	80.3		5.5	%	$	1,642.5	$	172.9		$	32.3	$	205.2		12.5	%	$	(191.0	)	(11.6	)%	$	(124.9	)	(60.9	)%
	2008												2007
			Reconciliation (1)												Reconciliation (1)										Year-over-year changes
			Reported			Excluded		Normalized			Operating				Reported			Excluded		Normalized			Operating		Net Sales					Operating Income (2)
	Net Sales		OI			Items		OI			Margin		Net Sales		OI			Items		OI			Margin		$			%		$			%
YTD:
Cleaning, Organization & Décor	$	2,147.3	$	238.6		$	—	$	238.6		11.1	%	$	2,096.4	$	273.3		$	—	$	273.3		13.0	%	$	50.9		2.4	%	$	(34.7	)	(12.7	)%
Office Products		2,005.8		215.8			—		215.8		10.8	%		2,042.3		317.9			—		317.9		15.6	%		(36.5	)	(1.8	)%		(102.1	)	(32.1	)%
Tools & Hardware		1,200.3		145.3			—		145.3		12.1	%		1,288.7		181.5			—		181.5		14.1	%		(88.4	)	(6.9	)%		(36.2	)	(19.9	)%
Home & Family		1,117.2		102.7			—		102.7		9.2	%		979.9		135.6			—		135.6		13.8	%		137.3		14.0	%		(32.9	)	(24.3	)%
Impairment Charges				(299.4	)		299.4		—							—			—		—										—		0.0	%
Restructuring Costs				(120.3	)		120.3		—							(86.0	)		86.0		—										—		0.0	%
Corporate				(81.9	)		—		(81.9	)						(82.0	)		—		(82.0	)									0.1		0.1	%
Total	$	6,470.6	$	200.8		$	419.7	$	620.5		9.6	%	$	6,407.3	$	740.3		$	86.0	$	826.3		12.9	%	$	63.3		1.0	%	$	(205.8	)	(24.9	)%

(1) Excluded items are primarily related to restructuring and impairment charges.

(2) Excluding restructuring and impairment charges.

Newell Rubbermaid Inc.

Three Months Ended December 31, 2008

In Millions

Currency Analysis

	2008						2007		Year-over-year Increase (Decrease)
	Sales as Reported		Currency Impact		Adjusted Sales		Sales as Reported		Excluding Currency		Including Currency		Currency Impact
By Segment
Cleaning, Organization & Décor	$	502.7	$	13.7	$	516.4	$	547.4	(5.7	)%	(8.2	)%	(2.5	)%
Office Products		431.0		27.4		458.4		503.6	(9.0	)%	(14.4	)%	(5.4	)%
Tools & Hardware		256.7		15.7		272.4		334.3	(18.5	)%	(23.2	)%	(4.7	)%
Home & Family		261.1		8.4		269.5		257.2	4.8	%	1.5	%	(3.3	)%
Total Company	$	1,451.5	$	65.2	$	1,516.7	$	1,642.5	(7.7	)%	(11.6	)%	(4.0	)%
By Geography
United States	$	976.9	$	—	$	976.9	$	1,143.8	(14.6	)%	(14.6	)%	0.0	%
Canada		94.2		18.4		112.6		117.5	(4.2	)%	(19.8	)%	(15.7	)%
North America		1,071.1		18.4		1,089.5		1,261.3	(13.6	)%	(15.1	)%	(1.5	)%
Europe		225.5		28.7		254.2		244.4	4.0	%	(7.7	)%	(11.7	)%
Central & South America		65.1		9.8		74.9		66.8	12.1	%	(2.5	)%	(14.7	)%
All Other		89.8		8.3		98.1		70.0	40.1	%	28.3	%	(11.9	)%
Total Company	$	1,451.5	$	65.2	$	1,516.7	$	1,642.5	(7.7	)%	(11.6	)%	(4.0	)%

Newell Rubbermaid Inc.

Twelve Months Ended December 31, 2008

In Millions

Currency Analysis

	2008							2007		Year-over-year Increase (Decrease)
	Sales as Reported		Currency Impact			Adjusted Sales		Sales as Reported		Excluding Currency		Including Currency		Currency Impact
By Segment
Cleaning, Organization & Décor	$	2,147.3	$	(4.8	)	$	2,142.5	$	2,096.4	2.2	%	2.4	%	0.2	%
Office Products		2,005.8		(30.1	)		1,975.7		2,042.3	(3.3	)%	(1.8	)%	1.5	%
Tools & Hardware		1,200.3		(13.3	)		1,187.0		1,288.7	(7.9	)%	(6.9	)%	1.0	%
Home & Family		1,117.2		(3.0	)		1,114.2		979.9	13.7	%	14.0	%	0.3	%
Total Company	$	6,470.6	$	(51.2	)	$	6,419.4	$	6,407.3	0.2	%	1.0	%	0.8	%
By Geography
United States	$	4,447.2	$	—		$	4,447.2	$	4,624.3	(3.8	)%	(3.8	)%	0.0	%
Canada		413.4		(6.1	)		407.3		425.7	(4.3	)%	(2.9	)%	1.4	%
North America		4,860.6		(6.1	)		4,854.5		5,050.0	(3.9	)%	(3.8	)%	0.1	%
Europe		996.0		(35.2	)		960.8		879.5	9.2	%	13.2	%	4.0	%
Central & South America		275.4		(5.2	)		270.2		250.2	8.0	%	10.1	%	2.1	%
All Other		338.6		(4.7	)		333.9		227.6	46.7	%	48.8	%	2.1	%
Total Company	$	6,470.6	$	(51.2	)	$	6,419.4	$	6,407.3	0.2	%	1.0	%	0.8	%

Q4 2008 Earnings Call Presentation

January 29, 2009

2

Statements

in

this

presentation

that

are

not

historical

in

nature

constitute

forward-looking

statements.

These

forward-looking

statements

relate

to

information

or

assumptions

about

the

effects

of

sales,

income/(loss),

earnings

per

share,

operating

income

or

gross

margin

improvements

or

declines,

Project

Acceleration,

capital

and

other

expenditures,

cash

flow,

dividends,

restructuring

costs,

costs

and

cost

savings,

inflation,

particularly

with

respect

to

commodities

such

as

oil

and

resin,

debt

ratings,

and

management's

plans,

projections

and

objectives

for

future

operations

and

performance.

These

statements

are

accompanied

by

words

such

as

"anticipate,"

"expect,"

"project,"

"will,"

"believe,"

"estimate"

and

similar

expressions.

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

economies

in

light

of

the

global

economic

slowdown;

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

successfully

information

technology

solutions

throughout

our

organization;

our

ability

to

improve

productivity

and

streamline

operations;

our

ability

to

refinance

short

term

debt

on

terms

acceptable

to

us,

particularly

given

the

recent

turmoil

and

uncertainty

in

the

global

credit

markets;

changes

to

our

credit

ratings;

significant

increases

in

the

funding

obligations

related

to

our

pension

plans

due

to

declining

asset

values

or

otherwise;

the

imposition

of

tax

liabilities

greater

than

our

provisions

for

such

matters;

the

risks

inherent

in

our

foreign

operations

and

those

factors

listed

in

the

company's

most

recent

quarterly

report

on

Form

10-Q,

and

Exhibit

99.1,

filed

with

the

Securities

and

Exchange

Commission.

Changes

in

such

assumptions

or

factors

could

produce

significantly

different

results.

The

information

contained

in

this

presentation

is

as

of

the

date

indicated.

The

company

assumes

no

obligation

to

update

any

forward-looking

statements

contained

in

this

presentation

as

a

result

of

new

information

or

future

events

or

developments.

Forward-Looking Statement

3

»

Significant and Rapid Deterioration in the Global Economy Pressured

Sales and Profitability Relative to October Guidance

»

“Normalized”

EPS of $0.11 Slightly Above Revised Guidance ($0.06 to

$0.10) Communicated on December 17, 2008

»

Operating Cash Flow of $212 Million Helped Deliver $455 Million for the

Year, Above Guidance and Driven by Working Capital Improvements

Q4 2008 Summary

4

»

Net sales decline of 11.6%

–

Acquisitions +3.8%

–

Foreign currency translation -4.0%

–

Product line exits -3.0%

–

All other -8.4%

Softness experienced across substantially all businesses and geographies; Office Products and

Tools & Hardware segments were the most impacted

»

Gross margin declined 510 basis points to 30.0%

Favorable pricing was more than offset by weaker sales, lower manufacturing volumes,

unfavorable mix and cost inflation

»

Reduction of $16 million in SG&A

Increase

from

TC

and

Aprica

acquisitions

was

more

than

offset

by

the

impact

of

currency

and

tight SG&A management

»

“Normalized”

EPS

of

$0.11

is

slightly

ahead

of

revised

guidance

communicated

in

mid-December

($0.06 to $0.10)

»

Operating

cash

flow

of

$212

million

driven

by

improvements

in

working

capital,

particularly

in

receivables

and

inventory,

which

more

than

offset

the

decline

in

operating

profit

Q4 2008 Financial Summary

5

FY 2009 Guidance

Guidance

[ 1 ]

Net Sales Growth

-10 to -15%

Acquisition Benefit

+1%

Product Line Exit Impact

-4 to -6%

Currency Translation Impact

-2 to -4%

"Normalized" EPS

[ 2 ]

$1.00 to $1.25

Cash Flow from Operations

> $400 million

Capital Expenditures

$150 million

[ 1 ]  Reflects guidance communicated in Q4 2008 Earnings Release and Earnings Call

[ 2 ]  See reconciliation on page 11

6

Q1 2009 Guidance

Guidance

[ 1 ]

Net Sales Growth

-

Low to Mid Teens %

Acquisition Benefit

+4%

Product Line Exit Impact

-4 to -6%

Currency Translation Impact

-3 to -5%

"Normalized" EPS

[ 2 ]

$0.07 to $0.12

[ 1 ]  Reflects guidance communicated in Q4 2008 Earnings Release and Earnings Call

[ 2 ]  See reconciliation on page 11

7

»

Cash on hand [ 1 ]

$275M

»

Unused Revolver Capacity

$690M

[ 1 ]  Represents cash and cash equivalents as of December 31, 2008.

Cash & Borrowing Capacity

Appendix

9

Reconciliation: Q4 2008 and Q4 2007 “Normalized”

EPS

Q4 2008

Q4 2007

Diluted earnings per share from                       

continuing operations (as reported):

($0.93)

$0.36

Project Acceleration restructuring costs [ 1 ]

$0.06

$0.11

Diluted earnings per share from                        

continuing operations (excluding charges):

($0.87)

$0.47

One-time items [ 2 ]

$0.98

$0.00

"Normalized" EPS:

$0.11

$0.47

[ 1 ]  Restructuring costs include impairment charges associated

with Project Acceleration.

[ 2 ]  For 2008, "one-time items" included non-cash, goodwill impairment charges of $299.4M

related to certain business units in the company's Office Products and Tools & Hardware

segments

and tax benefits of $26.4M.

10

Reconciliation: FY 2008 and FY 2007 “Normalized”

EPS

FY 2008

FY 2007

Diluted earnings per share from                       

continuing operations (as reported):

($0.19)

$1.72

Project Acceleration restructuring costs [ 1 ]

$0.31

$0.25

Diluted earnings per share from                        

continuing operations (excluding charges):

$0.12

$1.97

One-time items [ 2 ]

$1.10

($0.15)

"Normalized" EPS:

$1.22

$1.82

[ 1 ]  Restructuring costs include impairment charges associated

with Project Acceleration.

[ 2 ]  For 2008, "one-time items" included those items referenced for Q4 2008, as well

as the

net of tax impact of the company's $52M purchase of a call option with respect to Reset notes,

and a tax benefit of $3.5M.  For 2007, "one-time items"

consisted of tax benefits of $41.3M.

11

Reconciliation: Q1 2009 and FY 2009 Guidance for

“Normalized”

EPS

Q1 2009

FY 2009

Diluted earnings per share from                       

continuing operations:

$(0.05) to $0.00

$0.64 to $0.89

Project Acceleration restructuring costs [ 1 ]

$0.10 to $0.14

$0.28 to $0.43

Diluted earnings per share from                        

continuing operations (excluding charges):

$0.07 to $0.12

$1.00 to $1.25

One-time items

$0.00

$0.00

"Normalized" EPS:

$0.07 to $0.12

$1.00 to $1.25

[ 1 ]  Restructuring costs include impairment charges associated

with Project Acceleration.