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): April 30, 2010

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

Item 2.02. Results of Operations and Financial Condition	2
Item 7.01. Regulation FD Disclosure	3
Item 9.01. Financial Statements and Exhibits	3
SIGNATURES	4
EXHIBIT INDEX	5

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 April 30, 2010, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal quarter ended March 31, 2010. The Company’s press release, dated April 30, 2010, 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 income, 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, excluding charges, as well as “Normalized” earnings 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, repayment of debt and further investment in future growth initiatives. 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

2

Company’s management believes that “Normalized” earnings per share, which excludes restructuring charges and one-time events such as tax benefits and certain other items, is useful to investors because it permits investors to better understand year-over-year changes in underlying operating performance. Another purpose for which the Company uses “Normalized” earnings per share and free cash flow is as performance goals that help determine the amount, if any, of cash bonuses for corporate management and other employees under the Company’s management cash bonus plan.

While the Company believes that these non-GAAP financial measures are useful in evaluating the Company’s performance, 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 April 30, 2010 issued by Newell Rubbermaid Inc., and Additional Financial Information

3

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: April 30, 2010	By:	/s/    John K. Stipancich
		John K. Stipancich Senior Vice President, General Counsel and Corporate Secretary

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated April 30, 2010, issued by Newell Rubbermaid Inc., and Additional Financial Information

5

EX-99.1

Exhibit 99.1

> News Release

Newell Rubbermaid Reports First Quarter 2010 Results

Net Sales Growth of 8.5%

Normalized EPS of $0.25, Gross Margin Expansion of 100 Basis Points

Raises Full Year Outlook

ATLANTA, April 30, 2010 – Newell Rubbermaid (NYSE: NWL) today announced first quarter 2010 financial results, including net sales growth of 8.5 percent and normalized earnings per share of $0.25, a significant improvement over prior year quarter results. The company also reported 100 basis points in gross margin expansion and over $40 million in improved operating cash flow compared to the prior year quarter.

“We are pleased to report a return to net sales growth across all our geographic regions, a significant inflection point from the sales trends of the last four quarters,” said Mark Ketchum, Newell Rubbermaid’s President and Chief Executive Officer. “Our solid first quarter results demonstrate the strength of our business model, as we delivered impressive improvement in gross margin from product mix and productivity, and leveraged increased revenue to achieve significant EPS growth as well. We continue to invest strategically in our brands and in innovative new products to support ongoing sales growth. Looking forward, we are encouraged by early signs of improvement in the global economy and increased confidence on the part of our retail and industrial customers.”

Net sales increased 8.5 percent to $1.3 billion in the first quarter, compared to $1.2 billion in the prior year. Core sales improved 7.2 percent. The company estimates that 2 to 3 percent of the core sales increase reflects increased consumer demand while the remainder is attributable to selective customer inventory restocking and a timing shift in customer buying patterns from the second quarter to the first quarter in advance of an April SAP implementation at the Rubbermaid Consumer and Rubbermaid Commercial Products business units. Foreign currency translation contributed 2.5 percent to the company’s net sales improvement, while the year over year impact of last year’s product line exits reduced net sales by 1.2 percent.

Gross margin for the quarter was 36.1 percent, up 100 basis points from last year as productivity gains and improved product mix more than offset the impact of inflation during the quarter.

Excluding Project Acceleration restructuring costs of $16.0 million in 2010 and $30.5 million in 2009, operating income was $146.1 million, or 11.2 percent of sales, in the first quarter compared to $111.3 million, or 9.2 percent of sales, in the prior year.

Normalized earnings were $0.25 per diluted share, compared to prior year results of $0.20 per diluted share. For the first quarter 2010, normalized diluted earnings per share exclude $0.04 for Project Acceleration restructuring costs, net of tax, and $0.02 of dilution related to the conversion feature of the convertible notes issued in March 2009 and the impact of associated hedge transactions. For the first quarter 2009, normalized earnings per share exclude $0.08 for Project

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

> News Release

Acceleration restructuring costs, net of tax. (A reconciliation of the “as reported” results to “normalized” results is included below.)

Net income, as reported, was $58.4 million, or $0.19 per diluted share. This compares to $33.7 million, or $0.12 per diluted share, in the first quarter 2009.

The company generated operating cash flow of $29.4 million during the first quarter, driven by increased earnings and working capital management. This compares to a use of $11.2 million in the prior year. Capital expenditures were $31.5 million in the first quarter, compared to $32.4 million last year.

A reconciliation of the first quarter 2010 and last year’s results is as follows:

	Q1 2010		Q1 2009
Diluted earnings per share (as reported)	$	0.19	$	0.12
Project Acceleration restructuring costs, net of tax	$	0.04	$	0.08
Convertible notes dilution	$	0.02	$	0.00
“Normalized” EPS	$	0.25	$	0.20

2010 Full Year Outlook

The company raised its guidance for 2010 net sales growth to a range of low to mid single digits versus earlier expectations of low single digit growth. Core sales are projected to increase in the low to mid single digits, offset by a one to two percent decline from the impact of 2009 product exits and a slightly negative impact from foreign currency. Gross margin is anticipated to improve 75 to 100 basis points.

The company increased its expectations for 2010 normalized earnings to $1.38 to $1.48 per diluted share, compared with previous expectations of $1.35 to $1.45 per diluted share.

Operating cash flow is projected to exceed $500 million for the full year, including approximately $70 to $100 million in restructuring cash payments. The company expects capital expenditures of approximately $160 to $170 million.

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

> News Release

A reconciliation of the 2010 earnings outlook is as follows:

	FY 2010
Diluted earnings per share	$	1.18 to $1.28
Project Acceleration restructuring costs, net of tax	$	0.15 to $0.25
Convertible notes dilution		(A	)
“Normalized” EPS	$	1.38 to $1.48

(A) No provision is made in the 2010 outlook for potential dilution from the conversion feature of the convertible notes issued in March 2009 and associated hedge transactions, as the amount of full year 2010 dilution is dependent on the average stock price in each quarter of 2010. The conversion feature of the convertible notes and associated hedge transactions resulted in dilution of $0.02 per diluted share in the first quarter of 2010 and $0.06 per diluted share for the full year 2009.

Conference Call

The company’s first quarter 2010 earnings conference call is scheduled for today, April 30, 2010, at 10:00 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 2009 sales of approximately $5.6 billion and a strong portfolio of brands, including Rubbermaid^®, Sharpie^®, Graco^®, Calphalon^®, Irwin^®, Lenox^®, Levolor^®, Paper Mate^®, Dymo^®, Waterman^®, Parker^®, Goody^®, Technical Concepts^TM and Aprica^®.

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

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

> News Release

Contacts:

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

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 or deflation, 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, commercial and industrial sectors of the economy 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 uncertainties 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 Annual Report on Form 10-K for 2009 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 March 31,
	2010									2009									YOY % Change
	As Reported			Excluded Items (1)			Normalized			As Reported			Excluded Items (2)			Normalized
Net sales	$	1,306.4		$	—		$	1,306.4		$	1,203.9		$	—		$	1,203.9		8.5	%
Cost of products sold		834.7			—			834.7			781.1			—			781.1
GROSS MARGIN		471.7			—			471.7			422.8			—			422.8		11.6	%
% of sales		36.1	%					36.1	%		35.1	%					35.1	%
Selling, general & administrative expenses		325.6			—			325.6			311.5			—			311.5		4.5	%
% of sales		24.9	%					24.9	%		25.9	%					25.9	%
Restructuring costs		16.0			(16.0	)		—			30.5			(30.5	)		—
OPERATING INCOME		130.1			16.0			146.1			80.8			30.5			111.3		31.3	%
% of sales		10.0	%					11.2	%		6.7	%					9.2	%
Nonoperating expenses:
Interest expense, net		32.0			—			32.0			30.6			—			30.6
Other (income) expense, net		(0.3	)		—			(0.3	)		0.7			—			0.7
		31.7			—			31.7			31.3			—			31.3		1.3	%
INCOME BEFORE INCOME TAXES		98.4			16.0			114.4			49.5			30.5			80.0		43.0	%
% of sales		7.5	%					8.8	%		4.1	%					6.6	%
Income taxes		40.0			2.5			42.5			15.8			8.7			24.5		73.5	%
Effective rate		40.7	%					37.2	%		31.9	%					30.6	%
NET INCOME (3)	$	58.4		$	13.5		$	71.9		$	33.7		$	21.8		$	55.5		29.5	%
% of sales		4.5	%					5.5	%		2.8	%					4.6	%
EARNINGS PER SHARE:
Basic	$	0.21		$	0.05		$	0.26		$	0.12		$	0.08		$	0.20
Diluted	$	0.19		$	0.06		$	0.25		$	0.12		$	0.08		$	0.20
AVERAGE SHARES OUTSTANDING:
Basic		281.1						281.1			280.7						280.7
Diluted		307.8						282.9			280.7						280.7

(1) Items excluded from "normalized" results for 2010 consist of $16.0 million of restructuring costs, including asset impairment charges and employee termination and other costs, and the associated tax effects, as well as the dilutive impact of the conversion feature of the convertible notes issued in March 2009 and the associated hedge transactions.

(2) Items excluded from "normalized" results for 2009 consist of $30.5 million of restructuring costs, including asset impairment charges and employee termination and other costs, and the associated tax effects. The average price of the Company’s stock during the three months ended March 31, 2009 was less than $8.61 and, as a result, the conversion feature of the convertible notes and associated hedge transactions were not dilutive for the three months ended March 31, 2009.

(3) Net income attributable to noncontrolling interests was not material in either of the periods presented.

Newell Rubbermaid Inc.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)

	March 31, 2010		March 31, 2009
Assets:
Cash and cash equivalents	$	253.0	$	755.9
Accounts receivable, net		915.8		874.7
Inventories, net		728.6		927.5
Deferred income taxes		187.9		107.8
Prepaid expenses and other		151.5		142.2
Total Current Assets		2,236.8		2,808.1
Property, plant and equipment, net		550.2		606.9
Goodwill		2,730.1		2,672.9
Other intangible assets, net		642.8		637.0
Other assets		256.2		412.5
Total Assets	$	6,416.1	$	7,137.4
Liabilities and Stockholders' Equity:
Accounts payable	$	501.3	$	444.4
Accrued compensation		94.8		84.0
Other accrued liabilities		612.7		711.4
Short-term debt		—		8.1
Current portion of long-term debt		495.3		752.3
Total Current Liabilities		1,704.1		2,000.2
Long-term debt		2,013.4		2,679.0
Deferred income taxes		18.2		—
Other non-current liabilities		864.8		840.7
Stockholders' Equity—Parent		1,812.1		1,616.8
Stockholders' Equity—Noncontrolling Interests		3.5		0.7
Total Stockholders' Equity		1,815.6		1,617.5
Total Liabilities and Stockholders' Equity	$	6,416.1	$	7,137.4

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

(in millions)

	Three Months Ended March 31,
	2010			2009
Operating Activities:
Net income	$	58.4		$	33.7
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		44.2			41.9
Deferred income taxes		21.3			(1.5	)
Non-cash restructuring costs		0.9			4.6
Stock-based compensation expense		10.5			8.8
Other		9.0			3.2
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		(29.4	)		77.1
Inventories		(46.1	)		(29.9	)
Accounts payable		71.1			(85.8	)
Accrued liabilities and other		(110.5	)		(63.3	)
Net cash provided by (used in) operating activities	$	29.4		$	(11.2	)
Investing Activities:
Acquisitions and acquisition related activity	$	(1.5	)	$	(1.4	)
Capital expenditures		(31.5	)		(32.4	)
Proceeds from sale of non-current assets		—			0.3
Net cash used in investing activities	$	(33.0	)	$	(33.5	)
Financing Activities:
Proceeds from issuance of debt, net of debt issuance costs	$	1.4		$	758.0
Proceeds from issuance of warrants		—			32.7
Purchase of call options		—			(69.0	)
Payments on notes payable and debt		(2.9	)		(132.5	)
Cash dividends		(13.9	)		(29.4	)
Purchase of noncontrolling interest in consolidated subsidiary		—			(28.2	)
Other, net		(2.9	)		(4.0	)
Net cash (used in) provided by financing activities	$	(18.3	)	$	527.6
Currency rate effect on cash and cash equivalents	$	(3.4	)	$	(2.4	)
(Decrease) increase in cash and cash equivalents	$	(25.3	)	$	480.5
Cash and cash equivalents at beginning of period		278.3			275.4
Cash and cash equivalents at end of period	$	253.0		$	755.9

Newell Rubbermaid Inc.

Financial Worksheet

(In Millions)

	2010												2009												Year-over-year changes
	Net Sales		Reconciliation (1)								Operating Margin		Net Sales		Reconciliation (1)								Operating Margin		Net Sales					Normalized OI
			Reported OI			Excluded Items		Normalized OI							Reported OI			Excluded Items		Normalized OI					$			%		$			%
Q1:
Home & Family	$	556.9	$	68.8		$	—	$	68.8		12.4	%	$	557.7	$	60.3		$	—	$	60.3		10.8	%	$	(0.8	)	(0.1	)%	$	8.5		14.1	%
Office Products		351.6		47.3			—		47.3		13.5	%		318.2		31.1			—		31.1		9.8	%		33.4		10.5	%		16.2		52.1	%
Tools, Hardware & Commercial Products		397.9		51.6			—		51.6		13.0	%		328.0		38.0			—		38.0		11.6	%		69.9		21.3	%		13.6		35.8	%
Restructuring Costs		—		(16.0	)		16.0		—					—		(30.5	)		30.5		—
Corporate		—		(21.6	)		—		(21.6	)				—		(18.1	)		—		(18.1	)									(3.5	)	(19.3	)%
Total	$	1,306.4	$	130.1		$	16.0	$	146.1		11.2	%	$	1,203.9	$	80.8		$	30.5	$	111.3		9.2	%	$	102.5		8.5	%	$	34.8		31.3	%

(1) Excluded items are related to restructuring charges.

Newell Rubbermaid Inc.

Calculation of Free Cash Flow (1)

	Three Months Ended March 31,
	2010			2009
Free Cash Flow (in millions):
Net cash provided by (used in) operating activities	$	29.4		$	(11.2	)
Capital expenditures		(31.5	)		(32.4	)
Free Cash Flow	$	(2.1	)	$	(43.6	)

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

Newell Rubbermaid Inc.

Three Months Ended March 31, 2010

In Millions

Currency Analysis

	2010							2009		Year-Over-Year (Decrease) Increase				Currency Impact
	Sales as Reported		Currency Impact			Adjusted Sales		Sales as Reported		Excluding Currency		Including Currency
By Segment
Home & Family	$	556.9	$	(10.8	)	$	546.1	$	557.7	(2.0	)%	(0.1	)%	1.9	%
Office Products		351.6		(3.6	)		348.0		318.2	9.4	%	10.5	%	1.1	%
Tools, Hardware & Commercial Products		397.9		(15.2	)		382.7		328.0	16.7	%	21.3	%	4.6	%
Total Company	$	1,306.4	$	(29.6	)	$	1,276.8	$	1,203.9	6.0	%	8.5	%	2.5	%
By Geography
United States	$	904.6	$	—		$	904.6	$	861.3	5.0	%	5.0	%	—
Canada		78.0		(12.0	)		66.0		61.5	7.3	%	26.8	%	19.5	%
		982.6		(12.0	)		970.6		922.8	5.2	%	6.5	%	1.3	%
Europe, Middle East and Africa		188.8		(13.1	)		175.7		159.6	10.1	%	18.3	%	8.2	%
Latin America		55.7		4.0			59.7		53.7	11.2	%	3.7	%	(7.4	)%
Asia Pacific		79.3		(8.5	)		70.8		67.8	4.4	%	17.0	%	12.5	%
Total Company	$	1,306.4	$	(29.6	)	$	1,276.8	$	1,203.9	6.0	%	8.5	%	2.5	%

Q1 2010 Earnings Call Presentation

April 30, 2010

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 or deflation, 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,

commercial

and

industrial

sectors

of

the

economy

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 uncertainties 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

Annual

Report

on

Form

10-K

for

2009

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

»

“Normalized”

EPS of $0.25; significant improvement versus prior year

quarter’s $0.20 and driven primarily by increases in core sales and

expansion of gross margin

»

Net Sales increase of 8.5% included an increase in core sales of

7.2% and

the positive impact of foreign currency of 2.5%, partially offset by the

impact of last year’s product line exits of (1.2%)

»

Gross Margin expansion of 100 basis points to 36.1%

Year-over-year expansion fueled by productivity gains and improved

product mix, which more than offset higher input costs, mainly resin

»

Operating Cash Flow of $29 million, compared to a use of $11 million last

year, driven by increased earnings and working capital management

Q1 2010 Summary

4

Q1 Sales: Percent Change by Segment

H&F

OP

TH&C

Total

Core Sales

< 1.5 >

13.0

16.7

7.2

Product Line Exits

< 0.5 >

< 3.6 >

0.0

<1.2>

Currency Translation

1.9

1.1

4.6

2.5

Total

<0.1>

10.5

21.3

8.5

5

Full Year 2010 Outlook

Outlook

[ 1 ]

Net Sales Growth

Low to mid single digit growth

Core Sales

Low to mid single digit growth

Product Line Exits

-1% to -2%

Currency Translation

Slightly negative

Gross Margin Expansion

75 to 100 basis points

"Normalized" EPS

[ 2 ]

$1.38 to $1.48

Cash Flow from Operations

>$500 million

Capital Expenditures

$160 to $170 million

[ 1 ]  Reflects

outlook

communicated

in

Q1

2010

Earnings

Release

and

Earnings

Call

[ 2 ]  See reconciliation included in the Appendix

Appendix

7

Reconciliation: Q1 2010 and Q1 2009 “Normalized”

EPS

Q1 2010

Q1 2009

Diluted earnings per share (as reported):

$0.19

$0.12

Project Acceleration restructuring costs, net of

tax [ 1 ]

$0.04

$0.08

Convertible notes dilution

$0.02

$0.00

"Normalized" EPS:

$0.25

$0.20

Totals may not foot due to rounding.

[ 1 ]  Restructuring costs include impairment charges, employee termination benefits and other

costs associated with Project Acceleration, and the related tax effects.

8

NWL Convertible Note Dilution and Warrant

Model Including Reconciliation

Transaction Details

Aggregate Principal Amount ($Millions)

$345

Shares Underlying

40.088

Maturity

March 15, 2014

Warrant Strike Price

$11.59

Conversion Price

$8.61

Beginning Shares Outstanding

280

Note:  "In the money" warrants under the conversion feature of

the convertible notes may be settled in cash, stock or a

Shares

Shares

combination

at

NWL's

election.

The

dilution

impact

Received

Delivered

on EPS in NWL's

financial statements and in the

from

from

table below reflects the settlement of the conversion

Average

Shares

Purchased

Sold

feature as if shares were used.

Share

Noteholders

Call

Warrants

Price

Receive

¹

@ $8.61

@ $11.59

²

A

B

C

A+C

%

A+B+C

%

Below Conversion Price

Below $8.61

0

0

0

0

0

Between Conversion Price and Warrant Strike Price

$8.61

0.00

0.00

0.00

0.0%

0.00

0.0%

At maturity, under purchased call NWL receives from

$9.00

1.75

(1.75)

1.75

0.6%

0.00

0.0%

counterparties shares (or equivalent cash value) equal

$10.00

5.59

(5.59)

5.59

2.0%

0.00

0.0%

to amounts delivered to noteholders.

$11.00

8.72

(8.72)

8.72

3.1%

0.00

0.0%

$11.59

10.32

(10.32)

0.00

10.32

3.7%

0.00

0.0%

Above Warrant Strike Price

$12.00

11.34

(11.34)

1.37

12.71

4.5%

1.37

0.5%

After maturity, NWL is responsible for delivering shares

$13.00

13.55

(13.55)

4.35

17.90

6.4%

4.35

1.6%

(or equivalent cash value) to counterparties for the value above

$14.00

15.45

(15.45)

6.90

22.35

8.0%

6.90

2.5%

the warrant strike price.

$15.00

17.09

(17.09)

9.11

26.20

9.4%

9.11

3.3%

$17.00

19.79

(19.79)

12.76

32.55

11.6%

12.76

4.6%

$20.00

22.84

(22.84)

16.86

39.70

14.2%

16.86

6.0%

$21.00

23.66

(23.66)

17.96

41.62

14.9%

17.96

6.4%

$22.00

24.41

(24.41)

18.97

43.38

15.5%

18.97

6.8%

$23.00

25.09

(25.09)

19.89

44.98

16.1%

19.89

7.1%

$24.00

25.71

(25.71)

20.73

46.44

16.6%

20.73

7.4%

All shares stated in Millions

$25.00

26.29

(26.29)

21.50

47.79

17.1%

21.50

7.7%

¹

[(Share

Price

-

Conversion

Price)

*

Shares

Underlying]

/

Share

Price

* Represents dilution incurred upon settlement of convertible notes, purchased call and warrant.

²

[(Share

Price

-

Warrant

Strike

Price)

*

Shares

Underlying]

/

Share

Price

NWL Hedge

GAAP Accounting

"Economic" Dilution*

Maturity

(Non-GAAP)

Dilution Before

9

Reconciliation: Full Year 2010 Outlook for “Normalized”

EPS

FY 2010

Diluted earnings per share:

$1.18 to $1.28

Project Acceleration restructuring costs, net

of tax [ 1 ]

$0.15 to $0.25

Convertible notes dilution [ 2 ]

TBD

"Normalized" EPS:

$1.38 to $1.48

[ 1 ]  Restructuring costs include impairment charges, employee termination

benefits and other costs associated with Project Acceleration, and the related

tax effects.

[2]  No provision is made in the 2010 outlook for potential dilution from the conversion

feature of the convertible notes issued in March 2009 and associated hedge

transactions, as the amount of full year 2010 dilution is dependent on the average

stock price in each quarter of 2010.  The conversion feature of the convertible notes

and associated hedge transactions resulted in dilution of $0.02 per diluted share in

the first quarter of 2010 and $0.06 per diluted share for the full year 2009.

10

Reconciliation: Q1 2010 and Q1 2009 Operating

Income to Operating Income Excluding Charges

Q1 2010

Q1 2009

Net Sales

$1,306.4

$1,203.9

Operating Income (as reported)

$130.1

$80.8

Project Acceleration Restructuring Costs [ 1 ]

$16.0

$30.5

Operating Income (excluding charges)

$146.1

$111.3

Operating Income (excluding charges), as a

Percent of Net Sales

11.2%

9.2%

[ 1 ]  Restructuring costs include impairment charges, employee termination benefits and other

costs associated with Project Acceleration.

$ millions

11

Reconciliation: Q1 2010 and Q1 2009 Free Cash Flow

Q1 2010

Q1 2009

Cash Flow From Operations

$29.4

($11.2)

Capital Expenditures

(31.5)

(32.4)

Free Cash Flow

($2.1)

($43.6)

$ millions