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): October 29, 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	3
Item 7.01. Regulation FD Disclosure	4
Item 9.01. Financial Statements and Exhibits	4
SIGNATURES	5
EXHIBIT INDEX	6

2

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 October 29, 2010, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal quarter ended September 30, 2010. The Company’s press release, dated October 29, 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

3

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 losses related to the extinguishments of debt, 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 October 29, 2010 issued by Newell Rubbermaid Inc., and Additional Financial Information

4

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: October 29, 2010	By:	/s/ John K. Stipancich
		John K. Stipancich Senior Vice President, General Counsel and Corporate Secretary

5

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 29, 2010, issued by Newell Rubbermaid Inc., and Additional Financial Information

6

EX-99.1

Exhibit 99.1

> News Release

Newell Rubbermaid Reports Third Quarter 2010 Results

»     Core Sales Growth of 5.7%

»     Normalized EPS of $0.42; a 10.5% Increase Over Prior Year

»     Gross Margin Expansion of 70 Basis Points

»     Reaffirms Full Year 2010 Guidance

ATLANTA, October 29, 2010 – Newell Rubbermaid (NYSE: NWL) today announced third quarter 2010 financial results, including normalized earnings per share of $0.42, a 10.5 percent improvement over prior year results, core sales growth of 5.7 percent and gross margin expansion of 70 basis points.

“I’m very pleased with our third quarter performance,” said Mark Ketchum, President and CEO. “We generated improved results in all key financial metrics. We grew core sales over five percentage points despite lingering economic headwinds, we continued to expand our gross margin and increased normalized earnings per share. I’m confident that these strong financial results provide compelling evidence that our strategy of investing behind consumer driven innovation and brand building is working to create long term value for our shareholders.”

Net sales in the third quarter were $1.49 billion, an increase of 2.6 percent compared with the prior year. Core sales improved 5.7 percent. The year over year impact of last year’s product line exits reduced net sales by 2.0 percent, and foreign currency translation had a negative 1.1 percent impact on sales.

Gross margin for the quarter was 38.1 percent, up 70 basis points from last year as productivity gains and improved product mix more than offset the impact of input cost inflation.

Operating income was $197.6 million, or 13.3 percent of sales, excluding $23.1 million of Project Acceleration restructuring costs and restructuring related costs incurred in connection with the European Transformation Plan. In 2009, operating income was $192.3 million, or 13.3 percent of sales, excluding Project Acceleration restructuring costs of $27.0 million.

Normalized earnings were $0.42 per diluted share compared to prior year normalized results of $0.38 per diluted share, driven primarily by sales growth, improved gross margin, reduced interest expense and a lower tax rate. For the third quarter 2010, normalized diluted earnings per share exclude $0.05 per diluted share for restructuring and restructuring related costs, net of tax; $0.04 per diluted share of dilution related to the conversion feature of the convertible notes issued in March 2009 and the impact of associated hedge transactions; $0.45 per diluted share in charges and other impacts associated with the Capital Structure Optimization Plan; and a benefit of $0.21 per diluted share reflecting the favorable resolution of a tax examination. For the third quarter 2009, normalized earnings per share exclude $0.07 per diluted share for Project Acceleration restructuring costs, net of tax, and $0.02 per diluted share of dilution related to the conversion feature of the convertible notes issued in March 2009 and the impact of associated hedge transactions. (A reconciliation of the “as reported” results to “normalized” results is included below.)

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

> News Release

Net income, as reported, was $28.3 million, or $0.09 per diluted share, for the third quarter. This compares to $85.5 million, or $0.28 per diluted share, in the prior year.

The company generated operating cash flow of $194.5 million during the third quarter, compared to $327.7 million in the comparable period last year as the prior year reflected a significant reduction in working capital that did not repeat. Capital expenditures were $38.8 million in the third quarter compared to $37.0 million in the prior year.

Capital Structure Optimization Plan

During the quarter the company successfully initiated a series of transactions designed to optimize its capital structure, reduce interest expense and largely eliminate share dilution associated with its convertible notes. This Capital Structure Optimization Plan included the following components:

• Issuance of $550 million of new 4.70% senior notes due 2020;

• Repurchase of $500 million of common stock through an Accelerated Stock Buyback program (“ASB”) expected to be completed by early 2011 (25,806,452 shares delivered on August 10, 2010);

• Cash tender for the company’s outstanding 10.60% notes due 2019 (approximately $279 million of $300 million principal amount of outstanding notes repurchased);

• Exchange of common stock (37,728,415 shares) and cash for its 5.50% convertible senior notes due 2014 (approximately $325 million of $345 million principal amount in outstanding notes retired through exchange);

• Cash settlement of hedge transactions associated with the convertible notes (approximately $70 million net proceeds received during the quarter); and

• As a result of the Capital Optimization Plan transactions, the company recorded a $219 million charge to earnings during the quarter, primarily reflecting the loss on early extinguishment of its notes.

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

	Q3 2010			Q3 2009
Diluted earnings per share (as reported)		$0.09			$0.28
Restructuring and restructuring related costs, net of tax		$0.05			$0.07
Convertible notes dilution		$0.04			$0.02
Capital structure optimization plan		$0.45			$0.00
Benefit from the resolution of a tax examination		($0.21	)		$0.00
“Normalized” EPS		$0.42			$0.38

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

> News Release

Nine Months Results

Net sales for the nine months ended September 30, 2010 increased 3.2 percent to $4.29 billion, compared to $4.16 billion in the prior year. Core sales increased 4.6 percent for the nine months. Foreign currency translation increased net sales by 0.3 percent, while the year over year impact of last year’s product line exits lowered net sales by 1.7 percent.

Gross margin was 37.9 percent, a 130 basis point improvement versus the prior year. Productivity gains and improved product mix more than offset the effect of input cost inflation.

Normalized earnings were $1.18 per diluted share compared to $1.04 per diluted share in the prior year. For the nine months ended September 30, 2010, normalized earnings exclude the same items as those in the third quarter 2010 as well as a benefit of $0.01 per diluted share related to the impact of hyperinflationary accounting for the company’s Venezuelan operations. For the nine months ended September 30, 2009, normalized earnings excluded the same items as those in the third quarter 2009, as well as $0.02 per diluted share related to one-time items and other tax adjustments. (A reconciliation of the “as reported” results to “normalized” results is included below.)

Net income, as reported, was $217.1 million, or $0.70 per diluted share. This compares to $224.9 million, or $0.78 per diluted share, in the prior year.

The company generated operating cash flow of $377.9 million during the first nine months of 2010 compared to $415.7 million in the prior year, with the decline driven by the timing of working capital requirements. Capital expenditures were $108.1 million, compared to $107.7 million in the prior year.

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

	YTD Q3 2010			YTD Q3 2009
Diluted earnings per share (as reported)		$0.70			$0.78
Restructuring and restructuring related costs, net of tax		$0.16			$0.22
Convertible notes dilution		$0.10			$0.03
Capital structure optimization plan		$0.44			$0.00
Benefit from the resolution of a tax examination		($0.21	)		$0.00
Other items, net of tax		($0.01	)		$0.02
“Normalized” EPS		$1.18			$1.04

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

> News Release

2010 Full Year Outlook

The company reaffirmed its guidance for full year 2010 results, including net sales growth in the low to mid single digit range and core sales growth in the mid single digits. The impact of 2009 product line exits is expected to be a negative one to two percent, and the impact from foreign currency translation is expected to be modestly negative.

Gross margin is expected to improve 75 to 100 basis points with the combination of productivity, mix and pricing more than offsetting the impact of input cost inflation.

The company reaffirmed its guidance for 2010 normalized earnings in the range of $1.40 to $1.50 per diluted share, and stated its belief that results will likely be at the high end of the range.

Operating cash flow is expected 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.

A reconciliation of the 2010 earnings outlook is as follows:

	FY 2010
Diluted earnings per share		$0.83 to $0.93
Restructuring and restructuring related costs, net of tax		$0.20 to $0.30
Convertible notes dilution		$0.10
Capital structure optimization plan*		$0.44
Benefit from the resolution of a tax examination		($0.21	)
Other items, net of tax		($0.01	)
“Normalized” EPS		$1.40 to $1.50

* Reflects impact of capital structure optimization plan transactions as if they were completed on September 30, 2010.

Conference Call

The company’s third quarter 2010 earnings conference call is scheduled for today, October 29, 2010, at 8:30 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.

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

> News Release

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.

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, the European Transformation Plan, the Capital Structure Optimization Plan, capital and other expenditures, cash flow, dividends, restructuring and restructuring related 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; 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 latest quarterly report

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

> News Release

on Form 10-Q, and exhibit 99.1 thereto, 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.

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 September 30,
	2010									2009									YOY % Change
	As Reported			Excluded Items (1)			Normalized			As Reported			Excluded Items (2)			Normalized
Net sales	$	1,487.3		$	—		$	1,487.3		$	1,449.0		$	—		$	1,449.0			2.6	%
Cost of products sold		920.2			—			920.2			906.4			—			906.4
GROSS MARGIN		567.1			—			567.1			542.6			—			542.6			4.5	%
% of sales		38.1	%					38.1	%		37.4	%					37.4	%
Selling, general & administrative expenses		376.4			(6.9	)		369.5			350.3			—			350.3			5.5	%
% of sales		25.3	%					24.8	%		24.2	%					24.2	%
Restructuring costs		16.2			(16.2	)		—			27.0			(27.0	)		—
OPERATING INCOME		174.5			23.1			197.6			165.3			27.0			192.3			2.8	%
% of sales		11.7	%					13.3	%		11.4	%					13.3	%
Nonoperating expenses:
Interest expense, net		30.3			—			30.3			35.7			—			35.7
Losses related to extinguishments of debt		218.6			(218.6	)		—			—			—			—
Other (income) expense, net		(3.5	)		—			(3.5	)		0.6			—			0.6
		245.4			(218.6	)		26.8			36.3			—			36.3			(26.2	)%
(LOSS) INCOME BEFORE INCOME TAXES		(70.9	)		241.7			170.8			129.0			27.0			156.0			9.5	%
% of sales		(4.8	)%					11.5	%		8.9	%					10.8	%
Income taxes		(99.2	)		151.3			52.1			43.5			6.3			49.8			4.6	%
Effective rate		NM						30.5	%		33.7	%					31.9	%
NET INCOME (3)	$	28.3		$	90.4		$	118.7		$	85.5		$	20.7		$	106.2			11.8	%
% of sales		1.9	%					8.0	%		5.9	%					7.3	%
EARNINGS PER SHARE:
Basic	$	0.10		$	0.32		$	0.42		$	0.30		$	0.08		$	0.38
Diluted	$	0.09		$	0.33		$	0.42		$	0.28		$	0.10		$	0.38
AVERAGE SHARES OUTSTANDING:
Basic		273.3						281.5			280.8						280.8
Diluted		301.0						284.4			301.8						282.5

(1) Items excluded from “normalized” results for 2010 consist of $6.9 million of restructuring related costs incurred in connection with the European Transformation Plan, net of tax effects, $16.2 million of Project Acceleration restructuring costs, including asset impairment charges and employee termination and other costs, net of tax effects, the net of tax impact of $218.6 million in charges incurred to retire outstanding debt under the Capital Structure Optimization Plan, $63.6 million of non-recurring income tax benefits resulting from settlements with tax authorities, share impacts relating to the execution of the Capital Structure Optimization Plan and the dilutive impact of the conversion feature of the convertible notes and the associated hedge transactions for the period outstanding during 2010.

(2) Items excluded from “normalized” results for 2009 consist of $27.0 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.

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

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share data)

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

	Nine Months Ended September 30,
	2010									2009									YOY % Change
	As Reported			Excluded Items (1)			Normalized			As Reported			Excluded Items (2)			Normalized
Net sales	$	4,289.9		$	—		$	4,289.9		$	4,157.2		$	—		$	4,157.2			3.2	%
Cost of products sold		2,663.8			—			2,663.8			2,633.5			—			2,633.5
GROSS MARGIN		1,626.1			—			1,626.1			1,523.7			—			1,523.7			6.7	%
% of sales		37.9	%					37.9	%		36.7	%					36.7	%
Selling, general & administrative expenses		1,064.6			(8.5	)		1,056.1			991.1			—			991.1			6.6	%
% of sales		24.8	%					24.6	%		23.8	%					23.8	%
Restructuring costs		53.4			(53.4	)		—			87.0			(87.0	)		—
OPERATING INCOME		508.1			61.9			570.0			445.6			87.0			532.6			7.0	%
% of sales		11.8	%					13.3	%		10.7	%					12.8	%
Nonoperating expenses:
Interest expense, net		95.5			—			95.5			106.6			—			106.6
Losses related to extinguishments of debt		218.6			(218.6	)		—			4.7			(4.7	)		—
Other (income) expense, net		(9.7	)		5.6			(4.1	)		(2.2	)		—			(2.2	)
		304.4			(213.0	)		91.4			109.1			(4.7	)		104.4			(12.5	)%
INCOME BEFORE INCOME TAXES		203.7			274.9			478.6			336.5			91.7			428.2			11.8	%
% of sales		4.7	%					11.2	%		8.1	%					10.3	%
Income taxes		(13.4	)		156.0			142.6			111.6			23.0			134.6			5.9	%
Effective rate		NM						29.8	%		33.2	%					31.4	%
NET INCOME (3)	$	217.1		$	118.9		$	336.0		$	224.9		$	68.7		$	293.6			14.4	%
% of sales		5.1	%					7.8	%		5.4	%					7.1	%
EARNINGS PER SHARE:
Basic	$	0.78		$	0.41		$	1.19		$	0.80		$	0.25		$	1.05
Diluted	$	0.70		$	0.48		$	1.18		$	0.78		$	0.26		$	1.04
AVERAGE SHARES OUTSTANDING:
Basic		278.7						281.4			280.7						280.7
Diluted		308.1						283.8			289.7						281.6

(1) Items excluded from “normalized” results for 2010 consist of $8.5 million of restructuring related costs incurred in connection with the European Transformation Plan, net of tax effects, $53.4 million of Project Acceleration restructuring costs, including asset impairment charges and employee termination and other costs, net of tax effects, the net of tax impact of $218.6 million in charges incurred to retire outstanding debt under the Capital Structure Optimization Plan, the net of tax impact of a $5.6 million gain resulting from hyperinflationary accounting for the Company’s Venezuelan operations, $63.6 million of non-recurring income tax benefits resulting from settlements with tax authorities, share impacts relating to the execution of the Capital Structure Optimization Plan and the dilutive impact of the conversion feature of the convertible notes and the associated hedge transactions for the period outstanding during 2010.

(2) Items excluded from “normalized” results for 2009 consist of $87.0 million of restructuring costs, including asset impairment charges and employee termination and other costs, and the associated tax effects, $4.7 million of debt extinguishment charges, net of 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.

(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)

	September 30,		September 30,
	2010		2009
Assets:
Cash and cash equivalents	$	153.5	$	313.0
Accounts receivable, net		1,004.9		943.7
Inventories, net		831.2		783.5
Deferred income taxes		208.3		128.7
Prepaid expenses and other		127.6		93.5
Total Current Assets		2,325.5		2,262.4
Property, plant and equipment, net		533.4		596.9
Goodwill		2,752.5		2,759.4
Other intangible assets, net		645.9		647.7
Other assets		312.9		356.9
Total Assets	$	6,570.2	$	6,623.3
Liabilities and Stockholders’ Equity:
Accounts payable	$	553.4	$	454.1
Accrued compensation		157.1		148.5
Other accrued liabilities		712.9		694.5
Short-term debt		191.0		74.0
Current portion of long-term debt		269.9		560.3
Total Current Liabilities		1,884.3		1,931.4
Long-term debt		2,096.5		2,032.6
Deferred income taxes		19.6		—
Other non-current liabilities		696.9		817.9
Stockholders’ Equity—Parent		1,869.4		1,837.9
Stockholders’ Equity—Noncontrolling Interests		3.5		3.5
Total Stockholders’ Equity		1,872.9		1,841.4
Total Liabilities and Stockholders’ Equity	$	6,570.2	$	6,623.3

Newell Rubbermaid Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

(in millions)

	Nine Months Ended September 30,
	2010			2009
Operating Activities:
Net income	$	217.1		$	224.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		130.2			129.6
Losses related to extinguishments of debt		218.6			4.7
Deferred income taxes		(3.0	)		11.2
Non-cash restructuring costs		5.2			24.2
Stock-based compensation expense		27.8			25.9
Other		19.7			15.3
Changes in operating assets and liabilities:
Accounts receivable		(107.5	)		49.6
Inventories		(141.2	)		153.7
Accounts payable		118.7			(87.6	)
Accrued liabilities and other		(107.7	)		(135.8	)
Net cash provided by operating activities	$	377.9		$	415.7
Investing Activities:
Acquisition related activity	$	(1.5	)	$	(13.2	)
Capital expenditures		(108.1	)		(107.7	)
Proceeds from sales of non-current assets		9.4			6.9
Other		(2.0	)		—
Net cash used in investing activities	$	(102.2	)	$	(114.0	)
Financing Activities:
Proceeds from issuance of debt, net of debt issuance costs	$	547.3		$	634.8
Net proceeds from short-term borrowings		189.6			192.5
Proceeds from issuance of warrants		—			32.7
Purchase of call options		—			(69.0	)
Payments for settlement of warrants		(279.5	)		—
Proceeds from settlement of call options		346.6			—
Payments on and for the settlement of notes payable and debt		(610.6	)		(969.3	)
Cash consideration paid in convertible note exchange		(53.0	)		—
Repurchase of common stock		(500.1	)		—
Cash dividends		(40.8	)		(57.3	)
Purchase of noncontrolling interests in consolidated subsidiaries		—			(29.0	)
Other, net		(3.7	)		(4.4	)
Net cash used in financing activities	$	(404.2	)	$	(269.0	)
Currency rate effect on cash and cash equivalents	$	3.7		$	4.9
(Decrease) increase in cash and cash equivalents	$	(124.8	)	$	37.6
Cash and cash equivalents at beginning of period		278.3			275.4
Cash and cash equivalents at end of period	$	153.5		$	313.0

Newell Rubbermaid Inc.

Financial Worksheet

(In Millions)

	2010													2009													Year-over-year changes
			Reconciliation (1)													Reconciliation (1)											Net Sales						Normalized OI
	Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin
																											$			%			$			%
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	%
	2010													2009													Year-over-year changes
			Reconciliation (2)													Reconciliation (1)											Net Sales						Normalized OI
	Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin
																											$			%			$			%
Q2:
Home & Family	$	592.0	$	75.6		$	—	$	75.6			12.8	%	$	617.2	$	80.4		$	—	$	80.4			13.0	%	$	(25.2	)		(4.1	)%	$	(4.8	)		(6.0	)%
Office Products		483.5		99.4			—		99.4			20.6	%		496.9		99.2			—		99.2			20.0	%		(13.4	)		(2.7	)%		0.2			0.2	%
Tools, Hardware & Commercial Products		420.7		70.1			—		70.1			16.7	%		390.2		67.6			—		67.6			17.3	%		30.5			7.8	%		2.5			3.7	%
Restructuring Costs		—		(21.2	)		21.2		—						—		(29.5	)		29.5		—
Corporate		—		(20.4	)		1.6		(18.8	)					—		(18.2	)		—		(18.2	)											(0.6	)		(3.3	)%
Total	$	1,496.2	$	203.5		$	22.8	$	226.3			15.1	%	$	1,504.3	$	199.5		$	29.5	$	229.0			15.2	%	$	(8.1	)		(0.5	)%	$	(2.7	)		(1.2	)%
	2010													2009													Year-over-year changes
			Reconciliation (2)													Reconciliation (1)											Net Sales						Normalized OI
	Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			$			%			$			%
Q3:
Home & Family	$	608.8		76.2		$	—	$	76.2			12.5	%	$	596.8	$	83.9		$	—	$	83.9			14.1	%	$	12.0			2.0	%	$	(7.7	)		(9.2	)%
Office Products		450.3		70.8			—		70.8			15.7	%		448.4		53.9			—		53.9			12.0	%		1.9			0.4	%		16.9			31.4	%
Tools, Hardware & Commercial Products		428.2		70.5			—		70.5			16.5	%		403.8		75.3			—		75.3			18.6	%		24.4			6.0	%		(4.8	)		(6.4	)%
Restructuring Costs		—		(16.2	)		16.2		—						—		(27.0	)		27.0		—
Corporate		—		(26.8	)		6.9		(19.9	)					—		(20.8	)		—		(20.8	)											0.9			4.3	%
Total	$	1,487.3	$	174.5		$	23.1	$	197.6			13.3	%	$	1,449.0	$	165.3		$	27.0	$	192.3			13.3	%	$	38.3			2.6	%	$	5.3			2.8	%
	2010													2009													Year-over-year changes
			Reconciliation (2)													Reconciliation (1)											Net Sales						Normalized OI
	Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			Net Sales		Reported OI			Excluded Items		Normalized OI			Operating Margin			$			%			$			%
YTD:
Home & Family	$	1,757.7	$	220.6		$	—	$	220.6			12.6	%	$	1,771.7	$	224.6		$	—	$	224.6			12.7	%	$	(14.0	)		(0.8	)%	$	(4.0	)		(1.8	)%
Office Products		1,285.4		217.5			—		217.5			16.9	%		1,263.5		184.2			—		184.2			14.6	%		21.9			1.7	%		33.3			18.1	%
Tools, Hardware & Commercial Products		1,246.8		192.2			—		192.2			15.4	%		1,122.0		180.9			—		180.9			16.1	%		124.8			11.1	%		11.3			6.2	%
Restructuring Costs		—		(53.4	)		53.4		—						—		(87.0	)		87.0		—
Corporate		—		(68.8	)		8.5		(60.3	)					—		(57.1	)		—		(57.1	)											(3.2	)		(5.6	)%
Total	$	4,289.9	$	508.1		$	61.9	$	570.0			13.3	%	$	4,157.2	$	445.6		$	87.0	$	532.6			12.8	%	$	132.7			3.2	%	$	37.4			7.0	%

(1) Excluded items are related to Project Acceleration costs.

(2) Excluded items are related to Project Acceleration costs and restructuring related costs incurred in connection with the European Transformation Plan.

Newell Rubbermaid Inc.

Calculation of Free Cash Flow (1)

	Three Months Ended September 30,
	2010			2009
Free Cash Flow (in millions):
Net cash provided by operating activities	$	194.5		$	327.7
Capital expenditures		(38.8	)		(37.0	)
Free Cash Flow	$	155.7		$	290.7
	Nine Months Ended September 30,
	2010			2009
Free Cash Flow (in millions):
Net cash provided by operating activities	$	377.9		$	415.7
Capital expenditures		(108.1	)		(107.7	)
Free Cash Flow	$	269.8		$	308.0

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

Newell Rubbermaid Inc.

Three Months Ended September 30, 2010

In Millions

Currency Analysis

	2010							2009		Year-Over-Year Increase (Decrease)
	Sales as Reported		Currency Impact			Adjusted Sales		Sales as Reported		Excluding Currency			Including Currency			Currency Impact
By Segment
Home & Family	$	608.8	$	(2.8	)	$	606.0	$	596.8		1.5	%		2.0	%		0.5	%
Office Products		450.3		18.5			468.8		448.4		4.5	%		0.4	%		(4.1	)%
Tools, Hardware & Commercial Products		428.2		(0.1	)		428.1		403.8		6.0	%		6.0	%		0.0	%
Total Company	$	1,487.3	$	15.6		$	1,502.9	$	1,449.0		3.7	%		2.6	%		(1.1	)%
By Geography
United States	$	1,023.3	$	—		$	1,023.3	$	1,008.8		1.4	%		1.4	%		0.0	%
Canada		99.1		(6.1	)		93.0		91.8		1.3	%		8.0	%		6.6	%
Total North America		1,122.4		(6.1	)		1,116.3		1,100.6		1.4	%		2.0	%		0.6	%
Europe, Middle East and Africa		193.6		15.7			209.3		196.4		6.6	%		(1.4	)%		(8.0	)%
Latin America		70.2		11.5			81.7		74.0		10.4	%		(5.1	)%		(15.5	)%
Asia Pacific		101.1		(5.5	)		95.6		78.0		22.6	%		29.6	%		7.1	%
Total International		364.9		21.7			386.6		348.4		11.0	%		4.7	%		(6.2	)%
Total Company	$	1,487.3	$	15.6		$	1,502.9	$	1,449.0		3.7	%		2.6	%		(1.1	)%

Newell Rubbermaid Inc.

Nine Months Ended September 30, 2010

In Millions

Currency Analysis

	2010							2009		Year-Over-Year (Decrease) Increase
	Sales as Reported		Currency Impact			Adjusted Sales		Sales as Reported		Excluding Currency			Including Currency			Currency Impact
By Segment
Home & Family	$	1,757.7	$	(18.7	)	$	1,739.0	$	1,771.7		(1.8	)%		(0.8	)%		1.1	%
Office Products		1,285.4		28.7			1,314.1		1,263.5		4.0	%		1.7	%		(2.3	)%
Tools, Hardware & Commercial Products		1,246.8		(21.8	)		1,225.0		1,122.0		9.2	%		11.1	%		1.9	%
Total Company	$	4,289.9	$	(11.8	)	$	4,278.1	$	4,157.2		2.9	%		3.2	%		0.3	%
By Geography
United States	$	2,969.9	$	—		$	2,969.9	$	2,941.7		1.0	%		1.0	%		0.0	%
Canada		265.1		(28.7	)		236.4		238.8		(1.0	)%		11.0	%		12.0	%
Total North America		3,235.0		(28.7	)		3,206.3		3,180.5		0.8	%		1.7	%		0.9	%
Europe, Middle East, and Africa		597.6		13.4			611.0		564.8		8.2	%		5.8	%		(2.4	)%
Latin America		193.1		23.7			216.8		189.4		14.5	%		2.0	%		(12.5	)%
Asia Pacific		264.2		(20.2	)		244.0		222.5		9.7	%		18.7	%		9.1	%
Total International		1,054.9		16.9			1,071.8		976.7		9.7	%		8.0	%		(1.7	)%
Total Company	$	4,289.9	$	(11.8	)	$	4,278.1	$	4,157.2		2.9	%		3.2	%		0.3	%

Newell Rubbermaid Inc.

Impact of Capital Structure Optimization Plan

For the Three and Nine Months Ended September 30, 2010

(In Millions, except EPS amounts)

	Three Months Ended September 30, 2010								Nine Months Ended September 30, 2010
	Dollars		Shares			EPS			Dollars		Shares			EPS
Loss related to early extinguishment of $279 million principal amount of 10.6% notes due 2019, net of tax	$	82.8				$	0.28		$	82.8				$	0.27
Loss related to early extinguishment of $325 million principal amount of 5.50% Convertible Notes, net of tax		54.9				$	0.18			54.9				$	0.18
Normalize weighted average share count to remove beneficial impact of purchase of 25,806,452 shares in August 2010 under the Accelerated Share Buyback				14.3		$	(0.02	)				4.8		$	(0.02	)
Normalize weighted average share count to remove adverse impact of issuance of 37,728,415 shares in September 2010 in the Convertible Notes exchange				(6.1	)	$	0.01					(2.0	)	$	0.01
Total impact of the Capital Structure Optimization Plan excluded from Normalized Earnings and Earnings per Share	$	137.7		8.2		$	0.45		$	137.7		2.8		$	0.44

Q3 2010 Earnings Call Presentation

October 29, 2010

2

Forward-Looking Statement

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,

the

European

Transformation

Plan,

the

Capital

Structure

Optimization

Plan,

capital

and

other

expenditures,

cash

flow,

dividends,

restructuring

and

restructuring

related

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;

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

latest

quarterly

report

on

Form

10-Q,

and

exhibit

99.1

thereto,

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.

3

Normalized EPS of $0.42; improvement versus prior year quarter

normalized EPS of $0.38 primarily driven by expanded gross margins,

reduced interest and other expense and a lower tax rate

Net Sales of $1.5 billion, a 2.6% increase versus the prior year, included

a 5.7% increase in core sales offset by the impact of last year’s product

line exits of (2.0%) and foreign currency of (1.1%)

Gross Margin expansion of 70 basis points to 38.1%

•

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

product mix, which more than offset higher input costs

Operating Cash Flow of $194.5 million, compared to $327.7 million last

year, as the prior year reflected a significant reduction in working capital

that did not repeat

Q3 2010 Summary

4

Normalized EPS of $1.18; strong improvement versus prior year’s

normalized EPS of $1.04 driven primarily by increases in core sales,

expanded gross margins and lower interest expense and tax rate

Net Sales of $4.3 billion, a 3.2% increase over the prior year, consisted

of a 4.6% increase in core sales offset by the impact of last year’s

product line exits of (1.7%); foreign currency benefited the period by

0.3%

Gross Margin expansion of 130 basis points to 37.9%

•

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

product mix, which more than offset the effect of input cost inflation

Operating Cash Flow of $377.9 million, compared to $415.7 million last

year, with the decline driven by the timing of working capital

requirements; capital expenditures of $108.1 million, compared to

$107.7 million in the prior year

Q3 YTD 2010 Summary

5

Q3 2010 Sales:

Percent Change by Segment

Q3 2010

Home &

Family

Office

Products

Tools,

Hardware &

Commercial

Products

Total

Core Sales

4.0

7.5

6.0

5.7

Product Line Exits

(2.5)

(3.0)

0.0

(2.0)

Currency Translation

0.5

(4.1)

0.0

(1.1)

Total

2.0

0.4

6.0

2.6

6

Q3 YTD 2010  Sales:

Percent Change by Segment

Q3 YTD 2010

Home &

Family

Office

Products

Tools,

Hardware &

Commercial

Products

Total

Core Sales

0.0

7.1

9.2

4.6

Product Line Exits

(1.9)

(3.1)

0.0

(1.7)

Currency Translation

1.1

(2.3)

1.9

0.3

Total

(0.8)

1.7

11.1

3.2

7

Full Year 2010 Outlook

Net Sales Growth

Core Sales

Product Line Exits

Currency Translation

Gross Margin Expansion

"Normalized" EPS**

Cash Flow from Operations

Capital Expenditures

FY 2010 Outlook*

$160 to $170 million

Mid single digit growth

Low to mid single digit growth

> $500 million

75 to 100 basis points

$1.40 to $1.50

-1% to -2%

Modestly negative

*

Reflects outlook communicated in the Q3 2010 Earnings Release and Earnings Call

**

See reconciliation included in the Appendix

8

Innovations Discussed on the

Q3 2010 Earnings Call

Goody

Simple Styles™

Easy-to-use line of hair

accessories allows you to

achieve the newest hair

styles at home with only a

few simple steps

Helping to drive expanded

distribution and shelf

space gains in the US and

new distribution in several

UK retailers

9

Innovations Discussed on the

Q3 2010 Earnings Call

Rubbermaid Reveal™

Spray Mop

Microfiber pad is reusable

saving the extra cost of

buying disposable pads

Picks up 50% more dirt

and dust per swipe than

traditional mops

Refillable spray bottle

allows you to use your

favorite solution

Constructed with durable

yet lightweight material

10

Innovations Discussed on the

Q3 2010 Earnings Call

Levolor®

Accordia™

Cellular Shades

Features Energy Shield™

–

the most energy efficient

shading solution available

Available in more than 200

fabric choices

Custom options allow

desired level of light

control and privacy

11

Innovations Discussed on the

Q3 2010 Earnings Call

Graco®

“Grow With Me”

4-in-1 Seating System

Transforms seamlessly from

an extremely functional

highchair to an infant feeding

booster, a toddler booster

and a youth chair

12

Innovations Discussed on the

Q3 2010 Earnings Call

Paper Mate®

Gel, Biodegradable*

& Design®

Pens

Paper Mate Gel Pen

Pigmented gel ink delivers

smooth writing performance

with a burst of color and style

Paper Mate Biodegradable*

Made with a majority of 

components that are

biodegradable

Paper Mate Design Pen

Metal barrel pen offering

superior writing performance 

in a variety of fashionable

patterns

Majority of components biodegrade in soil

or home compost in about a year. See

disassembly instructions on packaging.

*

13

Innovations Discussed on the

Q3 2010 Earnings Call

Sharpie®

Pen Grip &

Liquid Pencil

Sharpie Pen Grip

The everyday writing

experience of a Sharpie

marker without the ink bleed

through; soft grip along the

barrel for added writing

comfort

Sharpie Liquid Pencil

Unique liquid graphite

technology eliminates the

problem of broken leads

14

Innovations Discussed on the

Q3 2010 Earnings Call

Expo Washable™

Dry Erase Marker

Easily washable from skin

and most washable fabrics,

carpets and car upholstery

Available in six bold colors

15

Innovations Discussed on the

Q3 2010 Earnings Call

MimioClassroom™

Interactive

Teaching Technology

Affordable, easy-to-use

solution for increasing

student engagement and

enhancing classroom

learning

Rated #1 interactive

whiteboard solution by

Scholastic Administrator

magazine

16

Innovations Discussed on the

Q3 2010 Earnings Call

Lenox®

Q88™

Bandsaw

Blade

Designed to meet the sawing

needs of the Asian semi-

production market

Long life in many applications

with smooth work piece surface

finish, and consistent

performance and appearance

Winner of the Technology

Innovation Award for

Metalworking at the 2009 China

International Industrial Fair

17

Innovations Discussed on the

Q3 2010 Earnings Call

Lenox®

T2™

Reciprocating

Saw Blade

Offers 100% longer blade life

and 25% faster cutting

performance

Appendix

19

Reconciliation: Q3 2010 and

Q3 2009 “Normalized”

EPS

Q3 2010

Q3 2009

Diluted earnings per share (as reported):

$0.09

$0.28

Restructuring and restructuring related costs, net of tax [ 1 ]

$0.05

$0.07

Convertible notes dilution

$0.04

$0.02

Capital Structure Optimization Plan [ 2 ]

$0.45

$0.00

Benefit from the resolution of a tax examination [ 3 ]

($0.21)

$0.00

"Normalized" EPS:

$0.42

$0.38

Totals may not foot due to rounding

[ 1 ]  Restructuring and restructuring related costs include impairment charges, employee termination

benefits and other costs associated with Project Acceleration as well as costs associated with the

European Transformation Plan, and the related tax effects.

[ 2 ]  See subsequent slide for detail of Capital Structure Optimization Plan.

[ 3 ]  Represents a benefit associated with the favorable resolution of a multi-year tax examination.

20

Reconciliation: Q3 YTD 2010 and

Q3 YTD 2009 “Normalized”

EPS

YTD Q3 2010

YTD Q3 2009

Diluted earnings per share (as reported):

$0.70

$0.78

Restructuring and restructuring related costs, net of tax [ 1 ]

$0.16

$0.22

Convertible notes dilution

$0.10

$0.03

Capital Structure Optimization Plan [ 2 ]

$0.44

$0.00

Benefit from the resolution of a tax examination [ 3 ]

($0.21)

$0.00

Other items, net of tax

($0.01)

$0.02

Normalized EPS:

$1.18

$1.04

Totals may not foot due to rounding

[ 1 ]  Restructuring and restructuring related costs include impairment charges, employee termination

benefits and other costs associated with Project Acceleration as well as costs associated with the

European Transformation Plan, and the related tax effects.

[ 2 ]  See subsequent slide for detail of Capital Structure Optimization Plan.

[ 3 ]  Represents a benefit associated with the favorable resolution of a multi-year tax examination.

21

Reconciliation: Q3 2010 and Q3 YTD 2010

Capital Structure Optimization Plan

Q3 2010

YTD Q3 2010

Loss related to early extinguishment of $279

million principal amount of 10.6% notes due

2019, net of tax

$0.28

$0.27

Loss related to early extinguishment of $325

million principal amount of 5.50% Convertible

Notes, net of tax

$0.18

$0.18

Normalize weighted average share count to

remove the beneficial impact of the purchase

of 25,806,452 shares under the Accelerated

Share Buyback in August 2010

($0.02)

($0.02)

Normalize weighted average share count to

remove the adverse impact of the issuance of

37,728,415 shares in the Convertible Notes

exchange in September 2010

$0.01

$0.01

Total impact of Capital Structure Optimization

Plan excluded from Normalized Earnings per

Share

$0.45

$0.44

22

Reconciliation: Full Year 2010

Outlook for “Normalized”

EPS

FY 2010

Diluted earnings per share:

$0.83 to $0.93

Restructuring and restructuring related costs, net of tax [ 1 ]

$0.20 to $0.30

Capital Structure Optimization Plan [ 2 ]

$0.44

Benefit from the resolution of a tax examination [ 3 ]

($0.21)

Convertible notes dilution

$0.10

Other items, net of tax [ 4 ]

($0.01)

"Normalized" EPS:

$1.40 to $1.50

[ 1 ]  Restructuring and restructuring related costs include impairment charges, employee

termination benefits and other costs associated with Project Acceleration as well as

costs associated with the European Transformation Plan, and the related tax effects.

[ 2 ]  See previous slide for the Q3 YTD 2010 impact of the Capital Structure Optimization

Plan.  Reflects the impact of the Capital Structure Optimization Plan transactions as if they were

completed on September 30, 2010.

[ 3 ]  Represents a benefit associated with the favorable resolution of a multi-year tax

examination.

[ 4 ]  Other items include a benefit related to the impact of hyperinflationary accounting

for the Company's Venezuelan operations. 

23

Reconciliation: Q3 2010 and Q3 2009 Operating

Income to Operating Income Excluding Charges

Q3 2010

Q3 2009

Net Sales

$1,487.3

$1,449.0

Operating Income (as reported)

$174.5

$165.3

Restructuring and Restructuring Related Costs [ 1 ]

$23.1

$27.0

Operating Income (excluding charges)

$197.6

$192.3

Operating Income (excluding charges), as a

Percent of Net Sales

13.3%

13.3%

[ 1 ]  Restructuring and restructuring related costs include impairment charges, employee termination

benefits and other costs associated with Project Acceleration as well as costs associated with the

European Transformation Plan, and the related tax effects.

$ millions

24

Reconciliation: Q3 YTD 2010 and Q3 YTD 2009

Operating Income to Operating Income Excluding Charges

YTD Q3 2010

YTD Q3 2009

Net Sales

$4,289.9

$4,157.2

Operating Income (as reported)

$508.1

$445.6

Restructuring and Restructuring Related Costs [ 1 ]

$61.9

$87.0

Operating Income (excluding charges)

$570.0

$532.6

Operating Income (excluding charges), as a Percent

of Net Sales

13.3%

12.8%

[ 1 ]  Restructuring and restructuring related costs include impairment charges, employee termination

benefits and other costs associated with Project Acceleration as well as costs associated with the

European Transformation Plan, and the related tax effects.

$ millions

25

Reconciliation: Q3 2010 and

Q3 2009 Free Cash Flow

Q3 2010

Q3 2009

Operating Cash Flow

$194.5

$327.7

Capital Expenditures

(38.8)

(37.0)

Free Cash Flow

$155.7

$290.7

$ millions

26

Reconciliation: Q3 YTD 2010 and

Q3 YTD 2009 Free Cash Flow

YTD Q3 2010

YTD Q3 2009

Operating Cash Flow

$377.9

$415.7

Capital Expenditures

(108.1)

(107.7)

Free Cash Flow

$269.8

$308.0

$ millions