UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended ~~September 30, 2007~~March 31, 2008

Commission File Number 1-9608

NEWELL RUBBERMAID INC.

(Exact name of registrant as specified in its charter)


DELAWARE		36-3514169
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

10B Glenlake Parkway, Suite 300
Atlanta, Georgia 30328
(Address of principal executive offices)
(Zip Code)

(770) 407-3800
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~non-accelerated filer.~~smaller reporting company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated ~~filer~~filer” and ~~large accelerated filer”~~“smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large Accelerated Filerþ	Accelerated Filerþ ~~Accelerated Filer~~ o ~~Non-Accelerated Filer~~ o	Non-Accelerated Filero	Smaller Reporting Companyo
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ

Number of shares of common stock outstanding (net of treasury shares) as of ~~September 30, 2007: 279.3~~March 31, 2008: 276.9 million.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

~~By-Laws as Amended November 7, 2007~~Restated Certificate of Incorporation

Form of Restricted Stock Unit Award Agreement

302 Certification of Chief Executive Officer

302 Certification of Chief Financial Officer

906 Certification of Chief Executive Officer

906 Certification of Chief Financial Officer

Safe Harbor Statement

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts in millions, except per share data)


	Three Months Ended					Nine Months Ended						Three Months Ended
	September 30,					September 30,						March 31,
	2007		2006			2007			2006			2008			2007

Net sales	$	1,687.3	$	1,586.1		$	4,764.8		$	4,562.8		$	1,433.7		$	1,384.4
Cost of products sold		1,086.3		1,050.9			3,083.5			3,032.5			943.2			909.7

GROSS MARGIN		601.0		535.2			1,681.3			1,530.3			490.5			474.7
Selling, general and administrative expenses		364.5		334.9			1,060.2			990.3			361.0			338.4
Restructuring costs		22.7		22.1			53.7			50.3			18.4			15.5

OPERATING INCOME		213.8		178.2			567.4			489.7			111.1			120.8

Nonoperating expenses:
Interest expense, net		28.0		32.9			82.9			102.2			25.8			27.4
Other expense, net		2.1		3.4			4.4			7.7			0.2			0.8

Net nonoperating expenses		30.1		36.3			87.3			109.9			26.0			28.2

INCOME BEFORE INCOME TAXES		183.7		141.9			480.1			379.8			85.1			92.6
Income taxes		13.8		29.2			101.9			1.4			27.7			27.5

INCOME FROM CONTINUING OPERATIONS		169.9		112.7			378.2			378.4			57.4			65.1
Gain (loss) from discontinued operations, net of tax		0.3		(4.2	)		(16.5	)		(95.6	)
Loss from discontinued operations, net of tax													(0.5	)		(15.8	)

NET INCOME	$	170.2	$	108.5		$	361.7		$	282.8		$	56.9		$	49.3

Weighted average shares outstanding:
Basic		276.0		274.6			276.0			274.6			276.9			275.9
Diluted		286.1		275.6			286.1			283.6			278.2			277.9

Earnings (loss) per share:
Basic —
Income from continuing operations	$	0.62	$	0.41		$	1.37		$	1.38		$	0.21		$	0.24
Loss from discontinued operations		—		(0.02	)		(0.06	)		(0.35	)		—			(0.06	)

Earnings per common share	$	0.62	$	0.39		$	1.31		$	1.03		$	0.21		$	0.18

Diluted —
Income from continuing operations	$	0.61	$	0.41		$	1.36		$	1.37		$	0.21		$	0.23
Loss from discontinued operations		—		(0.02	)		(0.06	)		(0.34	)		—			(0.05	)

Earnings per common share	$	0.61	$	0.39		$	1.30		$	1.03		$	0.20		$	0.18


Dividends per share	$	0.21	$	0.21		$	0.63		$	0.63		$	0.21		$	0.21

NEWELL RUBBERMAID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2007			2006			2008			2007

OPERATING ACTIVITIES:
Net income	$	361.7		$	282.8		$	56.9		$	49.3
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		134.4			147.1			44.2			46.1
Deferred income taxes		64.4			18.1			24.5			37.6
Non-cash impairment charges		—			50.9
Non-cash restructuring costs		10.1			32.5			(3.8	)		1.2
Gain on sale of assets		(0.8	)		(5.1	)
(Gain) loss on sale of assets								(0.1	)		0.3
Stock-based compensation expense		27.9			24.7			7.5			8.5
Loss on disposal of discontinued operations		16.3			11.9			0.5			15.6
Non-cash income tax benefits		(41.3	)		(115.8	)
Income tax benefits								—			(1.9	)
Other		(2.9	)		(10.0	)		0.4			(1.9	)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		23.9			48.7			156.0			140.2
Inventories		(119.1	)		(135.8	)		(131.9	)		(77.7	)
Accounts payable		59.0			7.5			(53.4	)		3.1
Accrued liabilities and other		(77.4	)		31.6			(223.4	)		(205.9	)
Discontinued operations		—			15.2			(0.6	)		—

NET CASH PROVIDED BY OPERATING ACTIVITIES		456.2			404.3
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES								(123.2	)		14.5


INVESTING ACTIVITIES:
Acquisitions, net of acquired cash		(101.5	)		(42.4	)
Acquisitions, net of cash acquired								(28.9	)		(8.3	)
Capital expenditures		(110.0	)		(94.1	)		(40.0	)		(32.6	)
Disposals of noncurrent assets and sale of businesses		(3.1	)		48.3
Disposals of noncurrent assets and sales of businesses								0.5			(7.3	)

NET CASH USED IN INVESTING ACTIVITIES		(214.6	)		(88.2	)		(68.4	)		(48.2	)


FINANCING ACTIVITIES:
Proceeds from issuance of debt		354.9			170.3
Payments on notes payable and debt		(474.3	)		(300.6	)
Cash dividends paid		(176.0	)		(174.6	)
Proceeds from issuance of debt, net of debt issuance costs								747.3			349.7
Payments on notes payable and long-term debt								(79.6	)		(253.0	)
Cash dividends								(58.8	)		(58.6	)
Proceeds from exercised stock options and other		18.0			8.9			(1.0	)		11.7

NET CASH USED IN FINANCING ACTIVITIES		(277.4	)		(296.0	)
NET CASH PROVIDED BY FINANCING ACTIVITIES								607.9			49.8


Currency rate effect on cash and cash equivalents		4.3			1.8			6.6			0.7


(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(31.5	)		21.9
INCREASE IN CASH AND CASH EQUIVALENTS								422.9			16.8

Cash and cash equivalents at beginning of year		201.0			115.5
Cash and cash equivalents at beginning of period								329.2			201.0


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	169.5		$	137.4		$	752.1		$	217.8

NEWELL RUBBERMAID INC. AND SUBSIDIARIES
~~FOOTNOTES~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Footnote 1 — Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Newell Rubbermaid Inc. (collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and do not include all the information and footnotes required by U.S. generally accepted accounting principles ~~in the United States of America~~ for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting of a normal recurring ~~nature)~~accruals) considered necessary for a fair presentation of the financial position and the results of operations. It is ~~suggested~~recommended that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and the footnotes thereto included in the Company’s latest Annual Report on Form 10-K.

Seasonal Variations:The Company’s sales and operating income in the first quarter are generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in ~~that~~the quarter.

Reclassifications: Certain amounts in the prior ~~periods~~period have been reclassified to conform to the current year ~~presentation~~presentation.

New Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires expanded disclosures about fair value measurements. The Company prospectively adopted the effective provisions of SFAS 157 on January 1, 2008, as required for financial assets and liabilities. The adoption did not have a material impact on the consolidated financial statements. The FASB deferred the effective date of SFAS 157 for one year as it relates to fair value measurement requirements for nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value on a recurring basis. The implementation of SFAS 157 for the Company’s nonfinancial assets and nonfinancial liabilities is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) significantly changes the accounting for business combination transactions by requiring an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value. Additionally, SFAS 141(R) modifies the accounting treatment for certain specified items related to business combinations and requires a substantial number of new disclosures. SFAS 141(R) is effective for business combinations with an acquisition date in fiscal years beginning on or after December 15, 2008, and earlier adoption is prohibited. The Company expects to prospectively adopt SFAS 141(R) on January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to ~~reflect~~ the ~~results~~noncontrolling interest, changes in a parent’s ownership interest and the valuation of ~~discontinued operations. See Footnote 2~~retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes reporting requirements that require sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS 160 is effective for the Company on January 1, 2009. The Company is still in the process of evaluating the impact SFAS 160 will have on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment to FASB Statement No. 133” (“SFAS 161”). SFAS 161 is intended to improve financial reporting by requiring enhanced disclosures for derivative instruments and hedging activities to enable investors to better

understand how derivative instruments are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and their effects on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for the Company beginning January 1, 2009. The adoption of SFAS 161 is not expected to have a ~~discussion of discontinued operations.~~significant impact on the Company’s consolidated financial statements.

Footnote 2 — Discontinued Operations

The following table summarizes the results of ~~the~~businesses reported as discontinued operations for the three ~~and nine~~ months ended ~~September 30,~~March 31,(in millions):

Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 2007 2006

Net sales $ — $ 133.4 $ 3.6 $ 417.3

Income (loss) from operations of discontinued operations, net of income tax expense of $— million for both the three and nine months ended September 30, 2007, and $5.5 million and $2.1 million for the three and nine months ended September 30, 2006, respectively $ — $ 4.8 $ (0.2 ) $ (83.7 )
Gain (loss) on disposal of discontinued operations, net of income tax expense of $0.1 million and income tax benefit of $3.8 million for the three and nine months ended September 30, 2007, respectively, and income tax benefit of $— million and $0.4 million for the three and nine months ended September 30, 2006, respectively 0.3 (9.0 ) (16.3 ) (11.9 )

Gain (loss) from discontinued operations, net of tax $ 0.3 $ (4.2 ) $ (16.5 ) $ (95.6 )


	2008			2007

Net sales	$	—		$	3.6


Loss from operations of discontinued operations, net of an income tax benefit of $- million for each of the three months ended March 31, 2008 and 2007	$	—		$	(0.2	)
Loss on disposal of discontinued operations, net of an income tax benefit of $0.5 million and $4.0 million for the three months ended March 31, 2008 and 2007, respectively		(0.5	)		(15.6	)

Loss from discontinued operations, net of tax	$	(0.5	)	$	(15.8	)

No amounts related to interest expense have been allocated to discontinued operations.

Home Décor Europe

The Home Décor Europe business designed, manufactured and sold drapery hardware and window treatments in Europe under Gardinia^® and other local ~~brands and was previously classified in the Company’s former Home Fashions segment.~~

In the first quarter of 2006, as a result of a revised corporate strategy and an initiative to improve the Company’s portfolio of businesses to focus on those that are best aligned with the Company’s strategies of differentiated products, best cost and consumer branding, the Company began exploring various options for its Home Décor Europe business. Those options included marketing the business for potential sale. As a result of this effort, the Company received a preliminary offer from a potential buyer which gave the Company a better indication of the business’s fair value. Based on this offer, the Company determined that the business had a net book value in excess of its fair value. Due to the apparent decline in value, the Company conducted an impairment test and recorded a $50.9 million impairment charge in the first quarter of 2006. This charge, as well as the operations of this business during the first three quarters of 2006, is included in the loss from operations of discontinued operations in the table above for the three and nine months ended September 30, 2006.

brands. In September 2006, the Company entered into an agreement for the intended sale of portions of the Home Décor Europe business to a global manufacturer and marketer of window treatments and furnishings. The Central and Eastern European, Nordic and Portuguese operations of this business were sold on December 1, 2006. The sale of the operations in Poland and the Ukraine closed on February 1, 2007.

In October 2006, the Company received a binding offer for the intended sale of the Southern European region of the Home Décor Europe business to another party. The sale of operations in France and Spain closed on January 1, 2007 and in Italy on January 31, 2007. ~~The divestiture of Home Décor Europe is now complete.~~

In connection with these transactions, the Company recorded a loss of ~~$7.0 million and $4.3~~$13.0 million, net of tax, ~~in the third and fourth quarter of 2006, respectively. In the three and nine months ended September 30, 2007, the Company recorded a loss of $- million and $14.6 million, net of tax, respectively,~~ to complete the divestiture of Home Décor ~~Europe.~~Europe in the first quarter of 2007. The first quarter 2007 net loss ~~for the three and nine months ended September 30, 2007~~ is reported in the table above as part of the loss on disposal of discontinued operations. The remainder of the loss on disposal of discontinued operations, approximately ~~$1.7~~$2.6 million, net of tax, in the ~~nine months ended September 30,~~first quarter of 2007 ~~relates~~related to contingencies associated with other prior divestitures.

~~Little Tikes~~

In September 2006, the Company entered into an agreement for the intended sale of its Little Tikes business unit to a global family and children’s entertainment company. Little Tikes is a global marketer and manufacturer of children’s toys and furniture for consumers. The transaction closed in the fourth quarter of 2006, resulting in a gain of $16.0 million, net of tax, in 2006. This business was previously included in the Company’s Home & Family segment. The operations of the business for the three and nine months ended September 30, 2006 are included in loss from operations of discontinued operations in the table above.

~~European Cookware~~

In October 2005, the Company entered into an agreement for the intended sale of its European Cookware business. The Company completed this divestiture on January 1, 2006. This business included the brands Pyrex^® ~~(used under exclusive license from Corning Incorporated and its subsidiaries in Europe, the Middle East and Africa only) and Vitri~~^® and was previously included in the Company’s Home & Family segment. In the first quarter of 2006, the Company recorded an additional net loss of $1.6 million upon completion of the sale. The additional net loss is reported in the table above as loss on disposal of discontinued operations.

Footnote 3 — Restructuring Costs

Project Acceleration Restructuring Activities

In the third quarter of 2005, the Company announced a global initiative referred to as Project Acceleration aimed at strengthening and transforming the Company’s portfolio. In connection with Project Acceleration, the Board of Directors of the Company approved a restructuring plan (the “Plan”) that commenced in the fourth quarter of 2005. The Plan is designed to reduce manufacturing overhead, to better align the Company’s distribution and transportation processes to achieve ~~best cost positions~~logistical excellence, and to reorganize the Company’s overall business structure to align with the Company’s core organizing concept, the Global Business Unit. The savings generated from the Plan will allow the Company to increase investment in new product development, brand building and marketing. Project Acceleration includes the anticipated closures of approximately one-third of the Company’s 64 manufacturing facilities, ~~(as of December 31, 2005, adjusted for the divestiture of Little Tikes and Home Décor Europe),~~ thereby optimizing the Company’s geographic manufacturing footprint. Since the Plan’s inception, the Company has announced the closure of 1519 manufacturing facilities and approximately ~~eight~~five additional facilities remain to be closed. ~~Through September 30, 2007,~~In total through March 31, 2008, the Company has recorded ~~$171.4~~$220.7 million of costs

12/31/06 Costs 9/30/07
Balance Provision Incurred Balance

Facility and other exit costs $ — $ 14.1 $ (13.5 ) $ 0.6
Employee severance and termination benefits 28.9 23.8 (29.9 ) 22.8
Exited contractual commitments and other 2.0 15.8 (2.7 ) 15.1

$ 30.9 $ 53.7 $ (46.1 ) $ 38.5

12/31/05 Costs 9/30/06
Balance Provision Incurred Balance

Facility and other exit costs $ — $ 17.4 $ (17.4 ) $ —
Employee severance and termination benefits — 29.7 (12.1 ) 17.6
Exited contractual commitments and other — 3.2 (2.7 ) 0.5

$ — $ 50.3 $ (32.2 ) $ 18.1

Costs incurred include cash payments and the impairment of assets associated with vacated ~~facilities included~~ facilities. A summary of the Company’s accrued restructuring reserves for continuing operations as of and for the three months ended March 31, 2008 is as follows (in ~~facility and other exit costs.~~millions):


	12/31/07					Costs			3/31/08
	Balance		Provision			Incurred			Balance

Facility and other exit costs	$	—	$	(3.8	)	$	3.8		$	—
Employee severance and termination benefits		22.5		18.0			(14.0	)		26.5
Exited contractual commitments and other		16.2		2.8			(2.8	)		16.2

	$	38.7	$	17.0		$	(13.0	)	$	42.7

The following table depicts the changes in accrued restructuring reserves for the Plan for the ~~nine~~three months ended ~~September 30, 2007 and 2006, respectively,~~March 31, 2008 aggregated by reportable business segment(in millions):


	12/31/06				Costs			9/30/07		12/31/07					Costs			3/31/08
Segment	Balance		Provision		Incurred			Balance		Balance		Provision			Incurred			Balance

Cleaning, Organization & Décor	$	4.4	$	3.6	$	(6.4	)	$	1.6	$	0.8	$	0.8		$	(0.9	)	$	0.7
Office Products		25.4		22.7		(26.5	)		21.6		23.1		9.8			(11.2	)		21.7
Tools & Hardware		0.4		23.3		(9.3	)		14.4		13.9		0.4			(1.3	)		13.0
Other (Home & Family)		0.3		1.1		(1.4	)		—		—		(0.5	)		0.7			0.2
Corporate		0.4		3.0		(2.5	)		0.9		0.9		6.5			(0.3	)		7.1

	$	30.9	$	53.7	$	(46.1	)	$	38.5	$	38.7	$	17.0		$	(13.0	)	$	42.7

0.9865 of a share of the Company’s common stock. As of March 31, 2008, the Company fully and unconditionally guarantees the 8.4 million shares of the Preferred Securities issued by the Subsidiary that were outstanding at March 31, 2008, which are callable at 100.0% of the liquidation preference. The proceeds received by the Subsidiary from the issuance of the Preferred Securities were invested in the Company’s 5.25% Junior Convertible Subordinated Debentures (the “Debentures”), which mature on December 1, 2027. The Preferred Securities are mandatorily redeemable upon the repayment of the Debentures at maturity or upon acceleration of the Debentures. As of March 31, 2008, the Company has not elected to defer interest payments on the $436.7 million of outstanding Debentures.

On March 15, 2007, the Company ~~paid-off~~paid off a five-year, $250 million, 6% fixed rate note, at maturity, with available cash and ~~proceeds from~~through the issuance of commercial paper.

Footnote 6 — Employee Benefit and Retirement Plans

~~The following table presents~~Effective January 1, 2008, the ~~components~~Company prospectively adopted the measurement date provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). Beginning with the year ended December 31, 2008, SFAS 158 requires the measurement date for defined benefit plan assets and obligations to coincide with the date of the ~~Company’s pension cost~~employer’s fiscal year end statement of financial position, which for the ~~three months ended~~Company is December 31. The Company has historically measured defined benefit plan assets and liabilities for the majority of its plans on September 30 (for its year-end statement of financial position. The impact on the Condensed Consolidated Financial Statements of the adoption of the change in ~~millions~~):

United States International
2007 2006 2007 2006

Service cost-benefits earned during the period $ 0.9 $ 0.7 $ 1.9 $ 1.9
Interest cost on projected benefit obligation 12.8 12.8 7.1 6.3
Expected return on plan assets (14.6 ) (14.9 ) (7.0 ) (6.3 )
Amortization of:
Prior service cost — 0.3 — —
Actuarial loss 2.2 2.0 1.1 1.2
Curtailment & special termination benefit losses — 0.2 — —

Net pension cost $ 1.3 $ 1.1 $ 3.1 $ 3.1

measurement date for the Company’s defined benefit and postretirement plans with September 30 plan year-ends resulted in an adjustment to decrease retained earnings at January 1, 2008 by $1.1 million.

The following table presents the components of the Company’s pension cost, including the supplemental retirement plans, for the ~~nine~~three months ended ~~September 30,~~March 31, (in millions):


													U.S.						International
	United States						International
	2007			2006			2007			2006			2008			2007			2008			2007

Service cost-benefits earned during the period	$	2.8		$	2.2		$	5.6		$	5.7		$	1.1		$	0.9		$	1.6		$	1.8
Interest cost on projected benefit obligation		38.4			38.5			20.8			18.3			13.0			12.8			7.7			6.8
Expected return on plan assets		(43.9	)		(44.8	)		(20.6	)		(18.3	)		(14.4	)		(14.6	)		(7.6	)		(6.7	)
Amortization of:
Prior service cost		—			0.8			—			—			0.3			—			—			—
Actuarial loss		6.6			5.9			3.3			3.6			1.8			2.2			1.0			1.1
Curtailment & special termination benefit (gains) losses		—			0.2			(2.4	)		(0.3	)
Curtailment & special termination benefit gains														—			—			—			(2.4	)

Net pension cost	$	3.9		$	2.8		$	6.7		$	9.0
Net periodic pension cost													$	1.8		$	1.3		$	2.7		$	0.6

The Company made a cash contribution to the Company sponsored profit sharing plan of $19.4 million and $18.4 million in the three months ended March 31, 2008 and 2007, respectively.

Footnote 7 — Income Taxes

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), on January 1, 2007. The adoption of FIN 48 did not result in an adjustment to beginning retained earnings. However, the adoption of FIN 48 did result in the reclassification of certain income tax assets and liabilities from current to long-term in the Company’s condensed consolidated balance sheet. As of ~~January 1, 2007,~~March 31, 2008, there were no significant changes to the Company had unrecognized tax benefits of $161.8 million, of which $160.7 million, if recognized, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related toCompany’s unrecognized tax benefits as ~~a component of income tax expense. As of January 1, 2007, the Company had recorded accrued interest expense related to the unrecognized tax benefits of $12.6 million.~~

As of September 30, 2007, the Company had unrecognized tax benefits of $124.3 million, of which $123.2 million, if recognized, would affect the effective tax rate. Due to statute expirations and examinations by various worldwide taxing authorities, $20.5 million of the unrecognized tax benefits could reasonably changereported in the coming year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. As of September 30, 2007, the Company had recorded accrued interest expense related to the unrecognized tax benefits of $10.7 million.

~~The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations~~its Form 10-K for the Company’s U.S. federal income tax returns has expired for years prior to 2004, and the Internal Revenue Service (IRS) has completed its examination of the Company’s 2004 federal income tax return. The Company’s Canadian income tax returns are subject to examination for years after 2000. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2004.year ended December 31, 2007.

The Company’s income tax expense and resulting effective tax rate are based upon the respective estimated annual effective tax rates applicable for the respective years adjusted for the effect of items required to be treated as discrete interim period items. ~~The effective~~This rate differs from the U.S. federal corporate income tax ~~rates for the three~~rate primarily due to foreign tax rate differentials and ~~nine months ended September 30, 2007 and 2006 were primarily impacted by the following tax matters characterized as discrete period adjustments:~~other items.

	•		During the third quarter of 2007, the Company recorded a benefit of $35.0 million due to the Company entering into an agreement with the IRS relating to the appropriate treatment of a specific deduction included in the Company’s 2006 U.S. federal income tax return. The Company requested accelerated review of the transaction under the IRS’s Pre-Filing Agreement Program that resulted in affirmative resolution in late August 2007. The Company also recorded a $4.4 million net benefit due to certain accrual reversals for which the statute of limitations has expired partially offset by provisions required for tax deductions recorded in prior periods.

	•		During the first quarter of 2007, the Company recorded a benefit of $1.9 million due to the receipt of an income tax refund, resulting in a reduction in the valuation allowance for deferred tax assets.

	•		During the second quarter of 2006, the Company determined that it would be able to utilize certain capital loss carryforwards that it previously believed would expire unused. Accordingly, the Company reversed an income tax valuation reserve of $22.7 million.

	•		~~During the first quarter of 2006, the Company completed the reorganization of certain legal entities in Europe which resulted in the recognition of an income tax benefit of $78.0 million.~~

Footnote 8 — Earnings per Share

The calculation of basic and diluted earnings per share is shown below for the three ~~and nine~~ months ended ~~September 30,~~March 31,(in millions, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,
2007 2006 2007 2006

Numerator for basic earnings per share:
Income from continuing operations $ 169.9 $ 112.7 $ 378.2 $ 378.4
Gain (loss) from discontinued operations 0.3 (4.2 ) (16.5 ) (95.6 )

Net income for basic earnings per share $ 170.2 $ 108.5 $ 361.7 $ 282.8

Numerator for diluted earnings per share:
Income from continuing operations $ 169.9 $ 112.7 $ 378.2 $ 378.4
Effect of convertible preferred securities (1) 3.6 — 10.7 10.7

Income from continuing operations for diluted earnings per share 173.5 112.7 388.9 389.1
Gain (loss) from discontinued operations 0.3 (4.2 ) (16.5 ) (95.6 )

Net income for diluted earnings per share $ 173.8 $ 108.5 $ 372.4 $ 293.5

Denominator:
Denominator for basic earnings per share — weighted-average shares outstanding 276.0 274.6 276.0 274.6
Dilutive securities (2) 1.8 1.0 1.8 0.7
Convertible preferred securities (1) 8.3 — 8.3 8.3

Denominator for diluted earnings per share 286.1 275.6 286.1 283.6

Basic earnings (loss) per share:
Earnings from continuing operations $ 0.62 $ 0.41 $ 1.37 $ 1.38
Loss from discontinued operations — (0.02 ) (0.06 ) (0.35 )

Earnings per share $ 0.62 $ 0.39 $ 1.31 $ 1.03

Diluted earnings (loss) per share:
Earnings from continuing operations $ 0.61 $ 0.41 $ 1.36 $ 1.37
Loss from discontinued operations — (0.02 ) (0.06 ) (0.34 )

Earnings per share $ 0.61 $ 0.39 $ 1.30 $ 1.03


	2008			2007

Numerator for basic and diluted earnings per share:
Income from continuing operations	$	57.4		$	65.1
Loss from discontinued operations		(0.5	)		(15.8	)

Net income for basic and diluted earnings per share	$	56.9		$	49.3

Denominator:
Denominator for basic earnings per share — weighted-average shares		276.9			275.9
Dilutive securities (1)		1.3			2.0
Convertible preferred securities (2)		—			—

Denominator for diluted earnings per share		278.2			277.9


Basic earnings (loss) per share:
Income from continuing operations	$	0.21		$	0.24
Loss from discontinued operations		—			(0.06	)

Earnings per common share	$	0.21		$	0.18

Diluted earnings (loss) per share:
Income from continuing operations	$	0.21		$	0.23
Loss from discontinued operations		—			(0.05	)

Earnings per common share	$	0.20		$	0.18


(1)		Dilutive securities include “in the money options” and restricted stock awards. The weighted-average shares outstanding for the three months ended March 31, 2008 and 2007 exclude the effect of approximately 16.8 million and 7.2 million stock options, respectively, because such options were anti-dilutive.

(2)		The convertible preferred securities are anti-dilutive for each of the three months ended ~~September 30, 2006,~~March 31, 2008 and 2007, and therefore have been excluded from diluted earnings per share. Had the convertible preferred securities been included in the diluted earnings per share calculation, net income would be increased by $3.6 million for each of the three months ended ~~September 30, 2006.~~March 31, 2008 and 2007. Weighted-average shares outstanding would have increased by 8.3 million shares for each of the three months ended ~~September 30, 2006.~~

~~(2)~~		~~Dilutive securities include “in the money options”~~March 31, 2008 and restricted stock awards. The weighted-average shares outstanding exclude the dilutive effect of approximately 11.4 million and 12.4 million stock options for the three months ended September 30, 2007 and 2006, respectively, and 8.3 million and 12.6 million stock options for the nine months ended September 30, 2007 and 2006, respectively, because such options were anti-dilutive.2007.

Footnote 9 — Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is recorded within stockholders’ equity and encompasses foreign currency translation adjustments, gains/(losses) on derivative instruments and unrecognized pension and other post retirement costs.

The following table displays the components of accumulated other comprehensive loss(in millions):

Foreign After-tax Unrecognized Accumulated
Currency Derivative Pension and Other
Translation Hedging Other Post Comprehensive
Gain Gain Retirement Costs Loss

Balance at December 31, 2006 $ 41.6 $ 2.5 $ (228.7 ) $ (184.6 )
Current year change 30.9 7.6 — 38.5

Balance at September 30, 2007 $ 72.5 $ 10.1 $ (228.7 ) $ (146.1 )

Company adjusts the value of its mutual fund investments and derivative instruments to fair value each reporting period, no adjustment to retained earnings resulted from the adoption of SFAS 157.

The value of the Company’s mutual fund investments included in its December 31, 2007 balance sheet was $12.8 million. The Company determines the fair value of its mutual fund investments based on quoted market prices (Level 1).

The Company generally uses derivatives for hedging purposes pursuant to SFAS 133, and the Company’s derivatives are primarily foreign currency forward contracts and interest rate swaps. The aggregate values of derivative assets and liabilities included in the Company’s December 31, 2007 balance sheet were $3.0 million and $67.0 million, respectively. The Company determines the fair value of its derivative instruments based on Level 2 inputs in the SFAS 157 fair value hierarchy. Level 2 fair value determinations are derived from directly or indirectly observable (market based) information. Such inputs are the basis for the fair values of the Company’s derivative instruments.

The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis and that are subject to the disclosure requirements of SFAS 157 as of March 31, 2008 (in millions):


			Quoted Prices in
			Active Markets		Significant Other		Significant
	Fair Value at		for Identical		Observable		Unobservable
Description	3/31/2008		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)

Assets
Commercial paper investments	$	387.0	$	387.0	$	—	$	—
Mutual fund investments		12.5		12.5		—		—
Interest rate swaps		9.5		—		9.5		—
Foreign currency derivatives		1.5		—		1.5		—

Total	$	410.5	$	399.5	$	11.0	$	—


Liabilities
Foreign currency derivatives	$	118.4	$	—	$	118.4	$	—

Total	$	118.4	$	—	$	118.4	$	—

Consistent with the Company’s risk management strategies and business initiatives, the Company generally does not enter into financial contracts or invest in financial assets whose values are not readily determinable using either Level 1 or Level 2 inputs.

Footnote 12 — Industry Segment Information

The Company’s reporting segments reflect the Company’s focus on building large consumer brands, promoting organizational integration, achieving operating efficiencies in sourcing and distribution and leveraging its understanding of similar consumer segments and distribution channels. The ~~Company aggregates certain of its operating segments into four reportable segments. The~~ reportable segments are as follows:


Segment		Description of Products

Cleaning, Organization & Décor		Material handling, cleaning, refuse, indoor/outdoor organization, home storage, food storage, drapery hardware, window treatments

Office Products		Ball point/roller ball pens, markers, highlighters, pencils, correction fluids, office products, art supplies, on-demand labeling products, card-scanning solutions, on-line postage

Tools & Hardware		Hand tools, power tool accessories, manual paint applicators, cabinet, window and convenience hardware, propane torches, ~~solder~~soldering tools and accessories

Other (Home & Family)		~~Operating segments that are individually immaterial and do not meet aggregation criteria, including premium~~Premium cookware and related kitchenware, ~~hair care~~beauty and style accessory products, infant and juvenile products, including high chairs, car seats, strollers and play yards, and other products within operating segments that are individually immaterial and do not meet aggregation criteria


2)		Operating income is net sales less cost of products sold, selling, general and administrative expenses and restructuring costs. Certain headquarters expenses of an operational nature are allocated to business segments and geographic areas primarily on a net sales basis.

3)		Corporate assets primarily include tradenames and goodwill, ~~trade names, equity~~capitalized software, investments and deferred tax assets.

4)		The restructuring costs have been reflected in the appropriate geographic regions.

~~Footnote 12 — Acquisition of Endicia~~

On July 1, 2007, the Company acquired all of the outstanding equity interests of PSI Systems, Inc. (“Endicia”), provider of Endicia Internet Postage for $50.4 million plus related acquisition costs and contingent payments of up to $25.0 million based on future revenues. The acquisition of Endicia, a leading provider of online postage, increases the Company’s ability to leverage its other technology brands by developing a full range of innovative and integrated solutions for small and medium-sized businesses. This acquisition was accounted for using the purchase method of accounting and accordingly, the Company recorded goodwill based on a preliminary purchase price allocation of $45.4 million in the condensed consolidated balance sheet at September 30, 2007. Pro forma results of operations would not be materially different as a result of this acquisition and therefore are not presented.

Endicia is party to a lawsuit filed against it alleging patent infringement. In this case, Stamps.com seeks injunctive relief in order to prevent Endicia from continuing to engage in activities that are alleged to infringe on Stamps.com’s patents. An unfavorable outcome in this litigation could materially adversely affect the Endicia business.

Footnote 13 — Litigation and Contingencies

The Company is involved in legal proceedings in the ordinary course of its business. These proceedings include claims for damages arising out of use of the Company’s products, allegations of infringement of intellectual property, commercial disputes and employment matters, as well as environmental matters. Some of the legal proceedings include claims for punitive as well as compensatory damages, and certain proceedings may purport to be class actions.

Although management of the Company cannot predict the ultimate outcome of these legal proceedings with certainty, it believes that the ultimate resolution of the Company’s legal proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s condensed consolidated financial statements.

In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations.

Footnote 14 — Subsequent Events

On April 1, 2008, the Company completed the acquisition of substantially all of the assets of Aprica Childcare Institute Aprica Kassai, Inc. (“Aprica”), a leading maker of strollers, car seats and other children’s products, headquartered in Osaka, Japan. For the most recent fiscal year ended July 31, 2007, Aprica reported net sales of approximately $122 million. The Company acquired Aprica for approximately $210 million, including the assumption of Aprica’s liabilities, of which certain debt obligations assumed were repaid at closing. The final purchase price is subject to post-closing adjustments for working capital and other matters. Closing for the purchase of Aprica’s operations in China is expected to occur in the second quarter of 2008.

On April 1, 2008, the Company completed the acquisition of Technical Concepts Holdings, LLC, (“Technical Concepts”), a leading global provider of innovative restroom hygiene systems for several high-growth segments of the away-from-home washroom category, based in Mundelein, Illinois. The Company acquired Technical Concepts for approximately $445 million plus acquisition costs. The purchase price includes the repayment of Technical Concepts’ outstanding debt obligations and is subject to post-closing adjustments for working capital and other matters. For the year ended December 31, 2007, Technical Concepts reported net sales of approximately $137 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

Newell Rubbermaid is a global marketer of consumer and commercial products that touch the lives of people where they work, live and play. With annual sales of over $6 billion, the Company’s products are marketed under a strong portfolio of brands, including Rubbermaid®, Sharpie®, Graco®, Calphalon®, Irwin®, Lenox®, Levolor®, Paper Mate®, Dymo®, Waterman®, Parker®, Goody®, BernzOmatic® and Amerock®. The Company’s multi-product offering consists of well-known name-brand consumer and commercial products in four business segments: Cleaning, Organization & Décor; Office Products; Tools & Hardware; and Home & Family.

The Company’s vision is to become a global company of Brands That ~~MatterTM~~Matter^TM and great people, known for best-in-class results. The Company remains committed to investing in strategic brands and new product development, strengthening its portfolio of businesses and products, reducing its supply chain costs and streamlining non-strategic selling, general and administrative expenses (SG&A).

Market Overview

The Company operates in the consumer and commercial products markets, which are generally impacted by overall economic conditions in the regions in which the Company operates. While the Company’s strategy is to expand globally, the Company currently derives 75% of its sales in North America. The U.S. macroeconomic environment is very weak, driven largely by the steep decline in the residential housing market, reduced access to credit, rising oil and gas prices, and the resulting decline in consumer confidence. The weakness in the U.S. economy adversely affects the Company’s domestic businesses, most notably the Tools & Hardware and Office Products segments; however, the Company continues to realize strong growth in these segments internationally.

The operating results of sourcers and manufacturers of consumer and commercial products are generally impacted by changes in raw materials (including commodity prices), labor costs, and foreign exchange rates. During the first quarter of 2008, the Company experienced a significantly higher than expected rate of inflation for raw materials, primarily resin and metals, and sourced finished goods. The primary driver for the increase was record-high energy prices, including the price of oil and natural gas, which are inputs to the cost of resin, which represents a little over 10% of the Company’s cost of products sold. The Company now expects the impact of inflation to be approximately $160 million to $180 million higher in 2008 compared to 2007. The impact of inflation and the weakened dollar have also negatively impacted the costs for many commodities, especially in China, which has eroded the margin advantages of product sourced from that region. The Company has pricing initiatives planned for the remainder of 2008 which will help offset some of the inflation.

The Company’s sales and operating income in the first quarter are generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the quarter.

Business Strategy

The key tenets of the Company’s strategy ~~include building large, consumer-meaningful brands, leveraging one~~are as follows: Create Consumer-Meaningful Brands, Leverage One Newell Rubbermaid, ~~achieving a best total cost position~~Achieve Best Total Cost and ~~commercializing innovation across the enterprise.~~Nurture 360º Innovation. The Company’s results depend on the ability of its individual business units to succeed in their respective categories, each of which has some unique consumers, customers and competitors. The Company’s strategic initiatives are designed to help enable these business units to generate differentiated products, operate within a best-in-class cost structure and employ superior branding in order to yield premium margins on their products. Premium margins fund incremental demand creation by the business units, driving incremental sales and profits for the Company.

The following section ~~summarizes~~details the Company’s performance in each of ~~the Company’s~~its transformational initiatives:

to create demand and leveraging its brands in adjacent categories around the world. ~~This effort is creating and expanding core competencies and processes centered on consumer understanding, innovation and demand creation, to drive sustainable top line growth.~~ The Company’s progress in implementing this brand building and marketing initiative is exhibited by the following:

The Company’s Tools & Hardware segment achieved solid sales growth in the quarter, due largely to continued strength in its international tools businesses. One area in which the Company has seen especially good results is its Lenox industrial band saw business. This success has been driven largely by the Company’s grass-roots field marketing efforts as its expanding team of trained professionals work with end users to educate them on the benefits, use, installation, and servicing of its band saws. The Company is deploying this marketing model globally, and has seen a double-digit increase year to date in its industrial band saw business outside of the U.S.

	§		The Company’s Home & Family segment achieved double digit sales growth for the quarter ended March 31, 2008 due partly to new demand creation activities and new product launches within its Baby & Parenting Essentials and Beauty & Style businesses.

	§		The Rubbermaid Commercial Products business is seeing results from its end user driven marketing focus. This business delivered another strong quarterly performance with double digit sales growth. Rubbermaid Commercial continues to expand and deliver innovative product offerings, such as decorative refuse, smoking management, micro-fiber cleaning and professional vacuums, all within the past 12 months.

	§		The Company remains committed to increasing selective television, print, direct mail and online advertising, and using sampling and product demonstrations where appropriate, to increase brand awareness and trials among end-users of its brands, including Dymo® and Endicia^TM . During the first quarter 2008, the Company signed a two-year global partnership with David Beckham, one of the world’s most popular soccer players, for a fully integrated Sharpie® marketing campaign that will feature advertising, promotions, in-store displays and online advertising. Throughout 2008, the Company also plans to sponsor the Lenox®, Irwin® and Sharpie® cars in select NASCAR races to increase awareness for these brands.

The Company’s Baby and Parenting Essentials business will soon launch the Graco Sweetpeace-Newborn Soothing Center, which was developed based on comprehensive research, with moms and pediatric professionals, to understand what works best to calm babies. This product features a unique motion and customizable seating positions to better mimic the actual movements mothers use to soothe their infants. Sweetpeace also comes programmed with comforting prenatal sounds, such as a heartbeat, that research has proven to be especially comforting to babies. The Company is investing in a targeted multimedia print and Web marketing campaign to support the launch of this innovative new product.

In the Company’s Beauty and Style business, Goody has initiated a major marketing campaign to support the introduction of its innovative Styling Therapy line of brushes. These unique styling instruments are infused with special substances that help control dandruff, add shine, and protect hair color. Sales of Styling Therapy have doubled since the launch of this advertising and promotion campaign.

~~Finally, the Company’s DYMO labeling technology business is up strong double-digits year to date due largely to aggressive television marketing campaigns in Europe.~~

Leverage One Newell Rubbermaid

The Company ~~is committed~~strives to ~~leveraging~~leverage the common business activities and best practices of its business units, and to build one common culture of shared values, with a focus on collaboration and teamwork. The Company ~~is exploring~~continuously explores ways to leverage common functional capabilities, such as Human Resources, Information Technology, Customer Service, Supply Chain Management and Finance, to improve efficiency and reduce costs. ~~Through this~~This broad reaching initiative already includes projects such as the corporate consolidation of the distribution and transportation function and consolidating company-wide purchasing efforts.

To leverage information and best practices across the Company’s business units, the Company is ~~taking significant steps toward achieving low cost logistical excellence, including~~implementing SAP globally to enable the ~~centralization~~Company to integrate and ~~consolidation of~~manage its worldwide business and reporting processes more efficiently. In that effort, the Company’s ~~distribution and transportation activities, the restructuring~~North American operations of its ~~European organization and expansion of the shared service concept in North America.~~

~~On October 1, 2007, the Company~~Home & Family segment successfully went live with ~~the~~its SAP implementation ~~at its North American Office Products business unit.~~on April 1, 2008. This SAP go-live marks the completion of the ~~first major milestone~~second phase in a multi-year rollout aimed at migrating multiple legacy systems and users to a common SAP global information platform. ~~This will enable the Company to integrate and manage~~The Company’s Office Products segment previously went live on October 1, 2007 for its ~~worldwide business and reporting process more efficiently.~~North American operations.

Achieve Best Total Cost

The Company’s objective is to reduce the cost of manufacturing, sourcing and supplying product on an ongoing basis, and to leverage the Company’s size and scale, in order to achieve a best total cost position. Achieving best cost positions in its categories allows the Company to increase investment in strategic brand building initiatives. ~~The Company is continuing to make progress on its sourcing transformation — restructuring the manufacturing and sourcing footprint to optimize total delivered cost.~~

Through Project Acceleration ~~remains~~and other initiatives, the Company has made significant progress in reducing its supply chain costs and delivering productivity savings. Project Acceleration includes the closure of approximately one-third of the Company’s 64 manufacturing facilities, optimizing the Company’s geographic manufacturing footprint. Since the inception of Project Acceleration, the Company has announced the closure of 19 manufacturing facilities and expects that approximately five additional facilities will be closed under this program. Project Acceleration is projected to result in cumulative restructuring costs of approximately $375 million to $400 million ($315 million to $340 million after tax). Approximately two-thirds of the cumulative costs are expected to be cash. Annualized savings are still on track to deliver its commitments in cost, savings and timing over the life of the project and the Company is starting to see the savings flow through the Company’s results. Annualized savings from Project Acceleration are expected to exceed $150 million upon conclusion of the ~~program~~project in ~~2009, with $60 million~~2009.

Additionally, in ~~savings projected in each of 2007 and 2008, and the remaining benefit in 2009. To date,~~its move toward logistical excellence, the Company ~~has announced approximately two-thirds of~~continues to evaluate its ~~anticipated closings~~supply chain efforts to identify opportunities to realize efficiencies in purchasing, distribution and ~~consolidations and, in~~transportation. For example, the ~~first quarter~~

1618

~~of 2007,~~Company recently announced the ~~expansion~~creation of a new Southeast distribution center, which will consolidate four smaller warehouses, as part of its efforts to achieve a best cost structure. This distribution center will be located in Atlanta, Georgia and is expected to open in the ~~program to include certain scale leveraging initiatives with respect to distribution, transportation and shared services.~~third quarter of 2008.

Nurture 360º Innovation

The Company has broadened its definition of innovation beyond product invention. The Company defines innovation as both consumer driven product invention and the successful commercialization of invention. ~~Innovation must be more than product development.~~ It is a rigorous, ~~consumer centric~~consumer-centric process that permeates the entire development cycle. It begins with a deep understanding of how consumers interact with the Company’s brands and categories, and all the factors that drive their purchase decisions and in-use experience. That understanding must then be translated into innovative products that deliver unique features and benefits, at a best-cost position, providing the consumer with great value. Lastly, ~~innovating~~formulating how and where to create awareness and trial use and measuring the effectiveness of advertising and promotion spending ~~completes~~complete the process. The Company has pockets of excellence using this expanded definition of innovation and ~~it will continue~~continues to build on this ~~competency.~~competency in its effort to create consumer meaningful brands.

~~Outlook for~~During the ~~Future~~first quarter of 2008, the Company announced the introduction of Rubbermaid Produce Saver™ food storage containers, which will help consumers reduce food waste, save money and live healthier lives by keeping produce fresh up to 33 percent longer than traditional Rubbermaid containers.

~~Looking forward,~~The Rubbermaid Commercial Products business introduced two new consumer-driven innovations during the ~~Company’s primary focus is~~first quarter of 2008 to address growing trends in facilities maintenance. The Rubbermaid Pulse™ Floor Cleaning System and Rubbermaid Flow™ Floor Finishing System incorporate advancements in commercial mop technology to address public concerns about transmission of infectious diseases, as well as promote custodial worker well-being and productivity.

Acquisitions

On April 1, 2008, the Company closed on ~~building a top-tier global~~two acquisitions, Aprica and Technical Concepts, which expand its product categories and geographic footprint as well as provide the Company an opportunity to leverage innovation and branding ~~company, capable~~capabilities. Aprica is a leading Japanese brand of ~~generating strong revenue~~premium strollers, car seats and ~~profit growth year after year.~~other related juvenile products. This acquisition provides the opportunity to broaden the Company’s Baby & Parenting Essentials presence across Asia, as well as to expand the scope of Aprica’s sales outside of Asia. The Aprica acquisition also provides the critical mass needed for more shared resources in Japan, which will ~~be achieved through increased~~help accelerate investment in the Asia-Pacific region by other business units. The Technical Concepts acquisition gives the Company’s Commercial Products business an entry into the rapidly growing, $2.5 billion away-from-home washroom market. Technical Concepts is a leading global provider of innovative touch-free and automated restroom hygiene systems. This acquisition fits within the Company’s strategy of leveraging its existing sales and marketing capabilities across additional product categories where performance matters and customers will pay a premium for innovation. In addition, with approximately 40% of its sales outside the U.S., Technical Concepts significantly increases the global footprint of the Commercial Products business.

Conclusion

Despite a challenging economic environment, particularly with respect to significant inflation for raw materials and sourced products, and a weak U.S. economy and housing market, the Company believes it is making the necessary investments ~~in consumer understanding, innovation and demand creation activities.~~now for the long-term success of its business. The Company is committed to driving its key strategic initiatives, investing in strategic brand building to strengthen its brands and drive sales growth, delivering gross margin expansion fueled by improved productivity and better mix, and achieving operating income and earnings per share growth over the long term. During 2008, the Company will continue to focus on developing best-in-class practices ~~for these activities, enabling it to build~~and building brands that really matter to its consumers. The Company will implement the processes and systems to understand its consumers in detail — how they use its products, what they value, and how to delight them and/or excite them. New products like Levolor cordless Roman shades and day/night variable light blocking shades, the Graco Sweetpeace-Newborn Soothing Center, the revolutionary, patented ThermaFlex™ Serving System, the DYMO Desktop Mailing Solution and the Lenox Q Series Performance Solution Band Saw Blade exemplify the results of this investment in consumer understanding.

Three Months Ended ~~September 30, 2007~~March 31, 2008 vs. Three Months Ended ~~September 30, 2006~~March 31, 2007

Consolidated Operating Results:

Net sales for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~$1,687.3~~$1,433.7 million, representing an increase of ~~$101.2~~$49.3 million, or ~~6.4%~~3.6%, from ~~$1,586.1~~$1,384.4 million for the three months ended ~~September 30, 2006.~~March 31, 2007. Sales growth excluding foreign currency was ~~4.5%, marking the eighth consecutive quarter of~~0.2%. Overall sales growth for the ~~Company. This quarter’s sales~~three months ended March 31, 2008 was led by double digit growth ~~was driven by broad based strength across all segments and benefited by approximately 150 basis points from the timing of sales~~ in the Home & Family segment and Rubbermaid Commercial and Rubbermaid Food businesses. Partially offsetting these positive sales trends was softness in the Tools & Hardware segment and North American Office Products ~~segment relating to~~business as these are the ~~third quarter pre-buy~~businesses most affected by the weakness in ~~advance of~~ the ~~SAP implementation and the recovery of lost second quarter sales associated with service level issues in Europe.~~U.S. economy.

Gross margin, as a percentage of net sales, for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~35.6%~~34.2%, or ~~$601.0~~$490.5 million, versus ~~33.7%~~34.3%, or ~~$535.2~~$474.7 million, for the three months ended ~~September 30, 2006, marking the twelfth consecutive quarter of year over year gross margin expansion. The majority of the expansion~~March 31, 2007. Raw material cost inflation, primarily resin, and sourced product cost inflation was ~~driven~~offset by ~~favorable mix,~~ ongoing productivity initiatives, ~~and~~ savings from Project ~~Acceleration.~~Acceleration and favorable pricing and mix.

SG&A expenses for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~21.6%~~25.2% of net sales, or ~~$364.5~~$361.0 million, versus ~~21.1%,~~24.4% of net sales, or ~~$334.9~~$338.4 million, for the three months ended ~~September 30, 2006. The primary driver of the $29.6 million increase was strategic brand~~March 31, 2007. Brand building investments inacross all ~~four operating~~ segments ~~as well as other strategic~~and spending on corporate initiatives, ~~including~~primarily SAP, ~~and shared services, partially offset by savings in corporate overhead expenses.~~drove the year-over-year increase.

The Company recorded restructuring costs of ~~$22.7~~$18.4 million and ~~$22.1~~$15.5 million for the three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006,~~ respectively. The Company has announced the closure of 1519 manufacturing facilities since Project Acceleration’s ~~inception and expects that approximately eight additional facilities will be closed under this program.~~inception. The Company continues to expect cumulative pre-tax costs of $375 million to $400 million, approximately ~~60%~~two-thirds of which are expected to be cash costs, over the life of the initiative. Annualized savings are projected to exceed $150 million upon completion of the project, with an ~~approximately~~approximate $60 million ~~benefit projected~~of savings realized in ~~each of~~ 2007, and additional projected benefits of $60 million and $30 million in 2008 and ~~the remaining benefit in 2009.~~2009, respectively. The ~~2007~~first quarter 2008 restructuring costs included ~~$5.7~~$(3.8) million of facility and other exit costs, ~~$4.0~~$18.0 million of employee severance and termination benefits and ~~$13.0~~$4.2 million of exited contractual commitments and other restructuring ~~costs.~~costs, of which $1.4 million relates to the Company’s 2001 Plan. The ~~2006~~ first quarter 2007

restructuring costs included ~~$5.7~~$2.4 million of facility and other exit costs, ~~$15.2~~$12.3 million of employee severance and termination benefits and ~~$1.2~~$0.8 million of exited contractual commitments and other restructuring costs. See Footnote 3 of the Notes to ~~the~~ Condensed Consolidated Financial Statements ~~(Unaudited)~~ for further information on these restructuring costs.

Operating income for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$213.8~~$111.1 million, or ~~12.7%~~7.7% of net sales, versus ~~$178.2~~$120.8 million, or ~~11.2%~~8.7% of net sales, for the three months ended ~~September 30, 2006. The increase in operating income was~~March 31, 2007. Strong productivity and favorable pricing during the ~~result of continued sales growth and gross margin improvement, partially~~2008 quarter were offset by raw material inflation and increased ~~investment in SG&A.~~strategic selling, general, and administrative spending related to new product launches and brand building investments.

Net nonoperating expenses for the three months ended ~~September 30, 2007~~March 31, 2008 were 1.8% of net sales, or ~~$30.1~~$26.0 million, versus ~~2.3%~~2.0% of net sales, or ~~$36.3~~$28.2 million, for the three months ended ~~September 30, 2006.~~March 31, 2007. The decrease in net nonoperating expenses ~~was~~is mainly attributable to a decrease in interest expense, ~~reflecting a reduction~~driven by favorable interest rates and lower debt levels year-over-year, as the additional borrowings used to fund the April 2008 acquisitions were drawn in ~~debt year over year and slightly lower average borrowing rates.~~the latter part of the 2008 quarter.

The effective tax rate was ~~7.5%~~32.5% for the three months ended ~~September 30, 2007~~March 31, 2008 versus ~~20.6%~~29.7% for the three months ended ~~September 30, 2006.~~March 31, 2007. The change in the effective tax rate ~~was~~is primarily related to ~~a net $39.4~~the $1.9 million ~~discrete~~ income tax benefit recorded for the three months ended ~~September 30,~~March 31, 2007 ~~compared~~relating to the receipt of an income tax refund, resulting in a ~~discrete~~reduction in the valuation allowance for deferred tax ~~benefit of $15.1 million~~assets. The Company did not record any similar income tax benefits for the three months ended ~~September 30, 2006. The income tax benefits increased earnings per share by $0.14 and $0.05 for the three months ended September 30, 2007 and 2006, respectively.~~March 31, 2008. See Footnote 7 of the Notes to ~~the~~ Condensed Consolidated Financial Statements ~~(Unaudited)~~ for further information.

Income from continuing operations for the three months ended September 30, 2007 was $169.9 million, compared to $112.7 million for the three months ended September 30, 2006. Diluted earnings per share from continuing operations were $0.61 and $0.41 for the three months ended September 30, 2007 and 2006, respectively.

The Company ~~recorded~~did not recognize a ~~$0.3 million gain, net~~loss from operations of ~~tax, from~~ discontinued operations for the three months ended ~~September 30, 2007,~~March 31, 2008, compared to a ~~$4.2~~loss of $0.2 million, ~~loss,~~ net of tax, for the three months ended ~~September 30, 2006.~~March 31, 2007. The ~~gain~~2007 loss related to the results of the remaining operations of the Home Décor Europe business. The loss on disposal of discontinued operations for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$0.3~~$0.5 million, net of tax, compared to ~~a loss of $9.0~~$15.6 million, net of tax, for the three months ended ~~September 30, 2006.~~March 31, 2007. The ~~2006~~2007 loss related primarily to the disposal of the ~~European Cookware~~remaining operations of the Home Décor Europe business. The

Cleaning, Organization & Décor

Net sales for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~$547.2~~$464.7 million, an increase of ~~$27.9~~$7.3 million, or ~~5.4%~~1.6%, from ~~$519.3~~$457.4 million for the three months ended ~~September 30, 2006. This increase~~March 31, 2007. Driving the year-over-year improvement was ~~driven by~~ double digit growth in the Rubbermaid Commercial ~~business~~ and ~~low single digit growth~~Rubbermaid Food businesses, partially offset by softness in the Rubbermaid Home ~~Products~~ and ~~Foodservice~~Décor businesses.

Operating income for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$83.7~~$48.1 million, or ~~15.3%~~10.4% of sales, ~~an increase~~a decrease of ~~$15.9~~$9.1 million, or ~~23.5%~~15.9%, from ~~$67.8~~$57.2 million for the three months ended ~~September 30, 2006. Sales growth, productivity gains~~March 31, 2007. Higher raw material inflation, primarily resin, and ~~favorable mix drove~~strategic brand building investments more than offset the ~~improvement year over year.~~contribution from higher sales during the quarter ended March 31, 2008.

Office Products

Net sales for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~$544.9~~$421.7 million, an increase of ~~$27.4~~$15.4 million, or ~~5.3%~~3.8%, from ~~$517.5~~$406.3 million for the three months ended ~~September 30, 2006.~~March 31, 2007. The sales improvement was driven by favorable foreign currency, double digit ~~sales~~ growth ~~realized~~ in the ~~technology~~Office Technology business, and high single digit growth in the segment’s international businesses ~~and~~in local currency, partially offset by softness in the pre-buy in advance of the SAP implementation. In addition, the Company rectified the service issues in Europe that negatively impacted performance for the second quarter 2007. Fourth quarter 2007 sales are expected to be negatively impacted as certain retailers bought in advance of the October SAP go-live in North America.domestic writing instrument market driven by weaker foot traffic at U.S. retailers.

Operating income for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$84.2~~$34.5 million, or ~~15.5%~~8.2% of sales, ~~an increase~~a decrease of ~~$8.5~~$0.7 million, or ~~11.2%~~2.0%, from ~~$75.7~~$35.2 million for the three months ended ~~September 30, 2006. The increase year over year~~March 31, 2007. Operating income was ~~the result of increased~~relatively flat year-over-year as improvements in sales ~~volume~~ and ~~favorable mix, partially~~gross margin were offset by ~~increased~~higher brand building SG~~&A investment.~~&A.

Tools & Hardware

Net sales for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~$335.9~~$290.3 million, ~~an increase~~a decrease of ~~$11.5~~$3.6 million, or ~~3.5%~~1.2%, from ~~$324.4~~$293.9 million for the three months ended ~~September 30, 2006.~~March 31, 2007. The ~~year over year improvement~~year-over-year decrease was ~~driven by continued strength in the international tool businesses, which more than offset~~due to softness in the segment’s domestic ~~tool and hardware~~ businesses affected by ~~weakness~~the U.S. housing market, partially offset by double digit growth in the ~~U.S. residential construction market. Additionally, the international business benefited from the successful commercialization of certain products, particularly band saws.~~European and Latin American businesses.

Operating income for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$51.3~~$35.1 million, or ~~15.3%~~12.1% of sales, an increase of ~~$5.1~~$0.9 million, or ~~11.0%~~2.6%, from ~~$46.2~~$34.2 million for the three months ended ~~September 30, 2006, due to higher sales volume and~~March 31, 2007, driven by strong productivity ~~partially~~and favorable pricing and mix, which more than offset by raw material inflation ~~particularly~~and softness in ~~metals.~~the domestic tools businesses.

Home & Family

Net sales for the three months ended ~~September 30, 2007~~March 31, 2008 were ~~$259.3~~$257.0 million, an increase of ~~$34.4~~$30.2 million, or ~~15.3%~~13.3%, from ~~$224.9~~$226.8 million for the three months ended ~~September 30, 2006, mostly attributable~~March 31, 2007. Approximately 4% of the increase in net sales represented a shift from second quarter to first quarter due to the SAP implementation and the timing of certain promotional activities. The remaining high single digit growth was driven by the Baby & Parenting Essentials and Beauty & Style businesses primarily resulting from new product launches and ~~increased investment in~~ demand creation ~~activities during the third quarter of 2007.~~activities.

Operating income for the three months ended ~~September 30, 2007~~March 31, 2008 was ~~$37.2~~$30.6 million, or ~~14.3%~~11.9% of sales, an increase of ~~$8.3~~$0.2 million, or ~~28.7%~~0.7%, from ~~$28.9~~$30.4 million for the three months ended ~~September 30, 2006. Double digit sales growth supported~~March 31, 2007, essentially flat to last year as volume gains were offset by increased strategic SG&A ~~investments drove the improvement.~~spending for new product launches and brand building investments.

~~Nine Months Ended September 30, 2007 vs. Nine Months Ended September 30, 2006~~Liquidity and Capital Resources

~~Consolidated Operating Results:~~

~~Net sales~~Cash and cash equivalents increased as follows for the ~~nine~~three months ended September 30, 2007 were $4,764.8 million, representing an increase of $202.0 million, or 4.4%, from $4,562.8 million for the nine months ended September 30, 2006. Sales growth excluding foreign currency was 2.8%. The sales growth was driven by strength across all segments, led by market share gains March 31, (in ~~the Home & Family and Rubbermaid Commercial businesses and growth in the Irwin and Lenox international branded tools businesses.~~

Gross margin, as a percentage of net sales, for the nine months ended September 30, 2007 was 35.3%, or $1,681.3 million, versus 33.5%, or $1,530.3 million, for the nine months ended September 30, 2006. The 175 basis point expansion reflects core sales growth, strong productivity, including savings from Project Acceleration, and favorable mix, resulting from an improved business portfolio, stronger sales of higher margin products and the diverse channel mix of both retail and commercial distribution.

SG&A expenses for the nine months ended September 30, 2007 were 22.3% of net sales, or $1,060.2 million, versus 21.7%, or $990.3 million, for the nine months ended September 30, 2006. The primary drivers of the $69.9 million increase were additional strategic brand building investments in all four operating segments, as well as investments in corporate initiatives such as SAP and shared services.

The Company recorded restructuring costs of $53.7 million and $50.3 million for the nine months ended September 30, 2007 and 2006, respectively. The 2007 restructuring costs included $14.1 million of facility and other exit costs, $23.8 million of employee severance and termination benefits and $15.8 million of exited contractual commitments and other restructuring costs. The 2006 restructuring costs included $17.4 million of facility and other exit costs, $29.7 million of employee severance and termination benefits and $3.2 million of exited contractual commitments and other restructuring costs. See Footnote 3 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) for further information on these restructuring costs.

Operating income for the nine months ended September 30, 2007 was $567.4 million, or 11.9% of net sales, versus $489.7 million, or 10.7% of net sales, for the nine months ended September 30, 2006. The increase in operating income was the result of the factors described above.

Net nonoperating expenses for the nine months ended September 30, 2007 were 1.8% of net sales, or $87.3 million, versus 2.4% of net sales, or $109.9 million, for the nine months ended September 30, 2006. The decrease in net nonoperating expenses was mainly attributable to a decrease in interest expense, reflecting a reduction in debt year over year as well as slightly lower average borrowing rates.millions):

2022

The effective tax rate was 21.2% for the nine months ended September 30, 2007 versus 0.4% for the nine months ended September 30, 2006. The change in the effective tax rate was primarily related to net $41.3 million discrete income tax benefits recorded for the nine months ended September 30, 2007, compared to $115.8 million of discrete income tax benefits recorded for the nine months ended September 30, 2006. The income tax benefits increased earnings per share by $0.15 and $0.41 for the nine months ended September 30, 2007 and 2006, respectively. See Footnote 7 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) for further information.

Income from continuing operations for the nine months ended September 30, 2007 was $378.2 million, compared to $378.4 million for the nine months ended September 30, 2006. Diluted earnings per share from continuing operations were $1.36 and $1.37 for the nine months ended September 30, 2007 and 2006, respectively.

The loss from discontinued operations, net of tax, was $16.5 million and $95.6 million for the nine months ended September 30, 2007 and 2006, respectively. The loss on disposal of discontinued operations for the nine months ended September 30, 2007 was $16.3 million, net of tax, compared to $11.9 million, net of tax, for the nine months ended September 30, 2006. The 2007 loss related primarily to the disposal of the remaining operations of the Home Décor Europe business, while the 2006 loss related mostly to the disposal of the Home Décor Europe and Cookware Europe businesses. The loss from operations of discontinued operations for the nine months ended September 30, 2007 was $0.2 million, net of tax, compared to $83.7 million, net of tax, for the nine months ended September 30, 2006. The 2007 loss related to the results of the remaining operations of the Home Décor Europe business, while the 2006 loss included a $50.9 million impairment charge to write off goodwill of the Home Décor business. Diluted loss per share from discontinued operations was $0.06 and $0.34 for the nine months ended September 30, 2007 and 2006, respectively. See Footnote 2 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) for further information.

Net income for the nine months ended September 30, 2007 was $361.7 million, compared to $282.8 million for the nine months ended September 30, 2006. Diluted earnings per share were $1.30 and $1.03 for the nine months ended September 30, 2007 and 2006, respectively.

~~Business Segment Operating Results:~~

~~Net sales by segment were as follows for the nine months ended September 30, (~~~~in millions, except percentages~~):

2007 2006 % Change

Cleaning, Organization & Décor $ 1,549.0 $ 1,478.9 4.7 %
Office Products 1,538.7 1,487.4 3.4
Tools & Hardware 954.4 930.0 2.6
Other (Home & Family) 722.7 666.5 8.4

Total Net Sales $ 4,764.8 $ 4,562.8 4.4 %

~~Operating income by segment was as follows for the nine months ended September 30, (~~~~in millions, except percentages~~):

2007 2006 % Change

Cleaning, Organization & Décor $ 222.1 $ 163.5 35.8 %
Office Products 228.4 207.9 9.9
Tools & Hardware 133.2 133.1 0.1
Other (Home & Family) 98.9 91.4 8.2
Corporate (61.5 ) (55.9 ) (10.0 )
Restructuring costs (53.7 ) (50.3 ) (6.8 )

Total Operating Income $ 567.4 $ 489.7 15.9 %

~~Cleaning, Organization & Décor~~

Net sales for the nine months ended September 30, 2007 were $1,549.0 million, an increase of $70.1 million, or 4.7%, from $1,478.9 million for the nine months ended September 30, 2006. The improvement was the result of high single digit sales growth in the Rubbermaid Commercial Products business and mid single digit growth in the Rubbermaid Home Products business.

Operating income for the nine months ended September 30, 2007 was $222.1 million, or 14.3% of sales, an increase of $58.6 million, or 35.8%, from $163.5 million for the nine months ended September 30, 2006, driven by sales growth, strong gains from productivity initiatives and favorable mix.

~~Office Products~~

Net sales for the nine months ended September 30, 2007 were $1,538.7 million, an increase of $51.3 million, or 3.4%, compared to $1,487.4 million for the nine months ended September 30, 2006. The improvement was driven by double digit sales growth in the technology businesses, favorable foreign currency and the pre-buy in advance of the SAP implementation during third quarter 2007.

Operating income for the nine months ended September 30, 2007 was $228.4 million, or 14.8% of sales, an increase of $20.5 million, or 9.9%, from $207.9 million for the nine months ended September 30, 2006. The increase in sales, coupled with favorable mix, more than offset restructuring related inefficiencies and increased strategic SG&A investments.

~~Tools & Hardware~~

Net sales for the nine months ended September 30, 2007 were $954.4 million, an increase of $24.4 million, or 2.6%, from $930.0 million for the nine months ended September 30, 2006. The sales improvement was attributed to growth in the Irwin and Lenox international branded tool businesses, slightly offset by softness in the domestic tool and hardware business caused by weakness in the U.S. residential construction market.

Operating income for the nine months ended September 30, 2007 was $133.2 million, or 14.0% of sales, an increase of $0.1 million, or 0.1%, from $133.1 million for the nine months ended September 30, 2006. Higher sales volumes were offset by raw material inflation, primarily in metals.

~~Home & Family~~

Net sales for the nine months ended September 30, 2007 were $722.7 million, an increase of $56.2 million, or 8.4%, from $666.5 million for the nine months ended September 30, 2006, primarily driven by new products and expanded distribution supported by increased investment in demand creation activities.

Operating income for the nine months ended September 30, 2007 was $98.9 million, or 13.7% of sales, an increase of $7.5 million, or 8.2%, from $91.4 million for the nine months ended September 30, 2006, driven by strong sales growth and gross margin expansion, partially offset by increased investment in strategic brand building.

~~Liquidity and Capital Resources~~

~~Cash and cash equivalents (decreased) increased as follows for the nine months ended September 30, (~~~~in millions~~):

2007 2006

Cash provided by operating activities $ 456.2 $ 404.3
Cash used in investing activities (214.6 ) (88.2 )
Cash used in financing activities (277.4 ) (296.0 )
Currency rate effect on cash and cash equivalents 4.3 1.8

(Decrease) increase in cash and cash equivalents $ (31.5 ) $ 21.9


	2008			2007

Cash (used in) provided by operating activities	$	(123.2	)	$	14.5
Cash used in investing activities		(68.4	)		(48.2	)
Cash provided by financing activities		607.9			49.8
Currency effect on cash and cash equivalents		6.6			0.7

Increase in cash and cash equivalents	$	422.9		$	16.8

Sources:

Historically, the Company’s primary sources of liquidity and capital resources have included cash provided by ~~operating activities,~~operations, proceeds from divestitures and use of available borrowing facilities.

~~Cash provided by operating activities for~~In the ~~nine~~first three months ~~ended September 30, 2007 was $456.2~~of 2008, the Company received net proceeds from the issuance of debt of $747.3 million, compared to ~~$404.3~~$349.7 million in the first three months of 2007. In late March 2008, the Company completed the offering and sale of senior unsecured notes, consisting of $500 million in 5.50% senior unsecured notes due April 2013 and $250 million in 6.25% senior unsecured notes due April 2018 (collectively, the “Notes”). Net proceeds from this offering will be used to fund acquisitions, repay debt, and for general corporate purposes. The Notes are unsecured and unsubordinated obligations of the ~~comparable period~~Company and equally ranked with all existing and future senior unsecured debt. Proceeds from the issuance of ~~2006. The increase~~debt in ~~cash provided by operating activities was principally~~2007 include the issuance of commercial paper used to fund the repayment of a ~~result~~five-year, $250 million, 6% fixed rate medium term note that came due on March 15, 2007. See Footnote 5 of ~~higher net income.~~the Notes to Condensed Consolidated Financial Statements for additional information.

On November 14, 2005, the Company entered into a $750.0 million five-year syndicated revolving credit facility (the “Revolver”). ~~On an annual basis, the Company may request an extension~~As a result of ~~the Revolver (subject to lender approval) for additional one-year~~

~~periods. The Company elected to extend the Revolver for additional one-year periods in both October 2006 and October 2007, and, as a result,~~subsequent extensions, the Revolver will now expire in November 2012. ~~All but~~Since one lender ~~approved~~elected not to participate in the ~~2006 and 2007 extensions. Accordingly,~~extensions the Company has a $750.0 million facility through November 2010, and a $725.0 million facility from November 2010 to November 2012. At ~~September 30,~~March 31, 2008 and 2007, there were no borrowings under the Revolver.

In lieu of borrowings under the Revolver, the Company may issue up to $750.0 million of commercial paper through 2010 and $725.0 million thereafter through 2012. The Revolver provides the committed backup liquidity required to issue commercial paper. Accordingly, commercial paper may only be issued up to the amount available for borrowing under the Revolver. The Revolver also provides for the issuance of up to $100.0 million of standby letters of credit so long as there is a sufficient amount available for borrowing under the Revolver. At ~~September 30, 2007,~~March 31, 2008, there was ~~$134.0~~$125.0 million of commercial paper outstanding, classified as current portion of long-term debt, and no standby letters of credit issued under the Revolver.

~~In the nine months ended September 30, 2007, the~~The Company received ~~proceeds from~~cash of $0.5 million for the ~~issuance~~first three months of ~~debt~~2008 relating to the sale of ~~$354.9 million,~~non-current assets, compared to ~~$170.3~~a use of $7.3 million in the ~~nine~~first three months ~~ended September 30, 2006. Proceeds in~~of 2007 ~~reflect~~relating to the ~~issuance~~divestiture of ~~commercial paper used to fund~~ the ~~payment of a five-year, $250 million, 6% fixed rate medium term note that came due on March 15, 2007.~~Home Décor Europe businesses.

Uses:

Historically, the Company’s primary uses of liquidity and capital resources have included acquisitions, dividend payments, capital expenditures and payments on debt.

Cash used ~~for acquisitions was $101.5 million and $42.4 million~~in operating activities for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 was $123.2 million, compared to $14.5 million provided for the comparable period of 2007. The decrease is attributable primarily to an increase in inventory resulting largely from inventory builds within the Company’s Office Products and ~~2006, respectively. See Footnote 12~~Home & Family segments and secondarily to foreign currency effects. Office Products’ inventory levels reflect efforts to avoid service level interruptions during the critical back-to-school season as the Company continues to execute on Project Acceleration. The increase in Home & Family inventory was due to a temporary build-up of safety stock in anticipation of the ~~Notes to the Condensed Consolidated Financial Statements (Unaudited) for additional information related to the acquisition of Endicia during the third quarter of 2007.~~April 1, 2008 SAP go-live.

The Company made payments on notes payable, commercial paper and long-term debt of ~~$474.3~~$79.6 million and ~~$300.6~~$253.0 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006,~~ respectively. On The use of cash during the quarter ended

March ~~15,~~31, 2008 mainly represents the pay down of commercial paper while during the first quarter of 2007, the Company paid-off a five-year, $250 million, 6% fixed rate note, at maturity, with available cash and ~~proceeds from~~through the issuance of commercial paper. ~~The Company made payments on commercial paper of $88.0~~

Dividends paid were $58.8 million and ~~$127.0~~$58.6 million in the ~~second~~first three months of 2008 and ~~third quarters~~2007, respectively.

Capital expenditures were $40.0 million and $32.6 million in the first three months of 2008 and 2007, respectively.

Cash used for acquisitions was $28.9 million and $8.3 million for the three months ended March 31, 2008 and 2007, respectively. The Company did not invest in significant acquisitions in either period.

Cash used for restructuring activities was ~~$37.8~~$17.9 million and ~~$18.5~~$13.3 million in the ~~nine~~first three months ~~ended September 30,~~of 2008 and 2007, ~~and 2006,~~ respectively. These payments relate primarily to employee termination benefits. ~~In 2007, the~~The Company ~~expects~~continues to expect to use approximately ~~$50 million to $60~~$100 million of cash ~~for~~on restructuring activities in 2008 related to Project ~~Acceleration, as the timing of certain payments, primarily severance, has shifted from 2007 to 2008.~~Acceleration. See Footnote 3 of the Notes to ~~the~~ Condensed Consolidated Financial Statements ~~(Unaudited)~~ for additional information.

Capital expenditures were $110.0 million and $94.1 million in the nine months ended September 30, 2007 and 2006, respectively. The increase in capital expenditures was driven primarily by investment in the Company’s SAP initiative. Capital expenditures for the full year 2007 are expected to be in the range of $145 million to $155 million.

The Company made cash contributions of $18.4 million and $20.9 million in the nine months ended September 30, 2007 and 2006, respectively, to fund its defined contribution plan. In addition, the Company made a voluntary $5.4 million cash contribution to fund its pension plans in the United Kingdom in September 2007.

~~Dividends paid were $176.0 million and $174.6 million in the nine months ended September 30, 2007 and 2006, respectively. Dividends for the full year 2007 are expected to approximate $235 million.~~

The Company used cash of $3.1 million in the nine months ended September 30, 2007 relating to the divestiture of the Home Décor Europe and Little Tikes businesses, partially offset by the sale of facilities in the UK and Illinois. The Company generated cash proceeds from the disposal of noncurrent assets and sale of businesses of $48.3 million in the nine months ended September 30, 2006 relating primarily to the sale of the Company’s European Cookware business.

~~Retained earnings increased in the nine months ended September 30, 2007 by $185.7 million. The increase in retained earnings was primarily due to the current year net income.~~Liquidity Metrics

Working capital (defined as current assets less current liabilities) at ~~September 30, 2007~~March 31, 2008 was ~~$270.7~~$800.3 million compared to ~~$580.3~~$87.9 million at December 31, ~~2006.~~2007. The current ratio was ~~1.12:~~1.35:1 at ~~September 30, 2007~~March 31, 2008 and ~~1.31:~~1.03:1 at December 31, ~~2006.~~2007. The increase in working capital is primarily attributable to increased cash levels as of March 31, 2008 resulting from the issuance of $750 million medium term notes in March 2008. See Footnote 5 of the Notes to Condensed Consolidated Financial Statements for additional information.

Total debt to total capitalization (total debt is net of cash and cash equivalents, and total capitalization includes total debt and stockholders’ equity) was 0.48:1 at ~~September 30, 2007~~March 31, 2008 and ~~0.52:~~0.45:1 at December 31, ~~2006.~~2007.

The Company believes that available cash, ~~provided~~cash flows generated from future operations, and ~~available borrowing facilities~~availability under its revolving credit facility, including issuing commercial paper, will ~~continue~~be adequate to ~~provide adequate~~ support ~~for~~ the cash needs of existing businesses and the repayment of maturing debt on a short-term basis; however, certain events, such as significant acquisitions, could require additional external financing on a long-term basis.

Fair Value Measurements

In the first quarter of 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires expanded disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather generally applies to other accounting pronouncements that require or permit fair value measurements.

SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. SFAS 157 utilizes a fair value hierarchy that prioritizes these two inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

	§		Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

	§		Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The Financial Accounting Standards Board (“FASB”) issued FSP 157-2 which delayed the effective date of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009. The Company’s assets and liabilities adjusted to fair value at least annually are its commercial paper investments included in cash and cash equivalents, mutual fund investments, included in other assets, and derivative instruments, primarily included in other accrued liabilities and other noncurrent liabilities, and these assets and liabilities are therefore subject to the measurement and disclosure requirements of SFAS 157. As the Company held no investments included in cash and cash equivalents at January 1, 2008 and the Company adjusts the value of its mutual fund investments and derivative instruments to fair value each reporting period, no adjustment to retained earnings resulted from the adoption of SFAS 157.

The Company determines the fair value of its mutual fund investments based on quoted market prices (Level 1).

The Company generally uses derivatives for hedging purposes pursuant to SFAS 133, and the Company’s derivatives are primarily foreign currency forward contracts and interest rate swaps. The Company determines the fair value of its derivative instruments based on Level 2 inputs in the SFAS 157 fair value hierarchy. Level 2 fair value determinations are derived from directly or indirectly observable (market based) information. Such inputs are the basis for the fair values of the Company’s derivative instruments.

Critical Accounting Policies

There have been no significant changes to the Company’s critical accounting policies since the filing of its Form 10-K for the year ended December 31, ~~2006.~~2007.

~~Goodwill and Other Indefinite-Lived Intangible Assets~~

In the third quarter of 2007, the Company conducted its annual test of impairment of goodwill and indefinite-lived intangible assets. The Company evaluates goodwill and indefinite-lived intangible assets (primarily trademarks and trade names) for impairment at the operating segment level (herein referred to as the reporting unit). The Company conducts its annual test of impairment of goodwill and indefinite-lived intangible assets in the third quarter because it coincides with its annual strategic planning process. The Company also tests for impairment if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is below its carrying amount.

If the carrying amount of the reporting unit is greater than the fair value, impairment may be present. The Company assesses the fair value of its reporting units for its goodwill and other indefinite-lived assets generally based on discounted cash flow models, market multiples of earnings, or an actual sales offer received from a prospective buyer, if available. The use of a discounted cash flow model involves several assumptions, and changes in our assumptions could materially impact our fair value estimates. Assumptions critical to our fair value estimates under the discounted cash flow model include: the discount rate; royalty rates used in our evaluation of trade names; projected average revenue growth; and projected long-term growth rates in the determination of terminal values. A one percentage point increase in the discount rate used to determine the fair values of our reporting units, which were not deemed to be impaired based on the testing of goodwill in the third quarter as described above, would not cause the carrying value of the respective reporting unit to exceed its fair value.

The Company cannot predict the occurrence of events that might adversely affect the reported value of goodwill and other intangible assets. Such events may include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on the Company’s customer base, or a material negative change in its relationships with significant customers.

The Company measures the amount of any goodwill impairment based upon the estimated fair value of the underlying assets and liabilities of the reporting unit, including any unrecognized intangible assets, and estimates the implied fair value of goodwill. An impairment charge is recognized to the extent the recorded goodwill exceeds the implied fair value of goodwill. An impairment charge is also recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

~~No impairment charges were recorded by the Company as a result of the annual impairment testing performed in the third quarter of 2007 and 2006.~~

Market Risk

The Company’s market risk is impacted by changes in interest rates, foreign currency exchange rates and certain commodity prices. Pursuant to the Company’s policies, natural hedging techniques and derivative financial instruments may be utilized to reduce the impact of adverse changes in ~~market~~rates and prices. The Company does not hold or issue derivative instruments for trading purposes.

The Company manages interest rate exposure through its conservative debt ratio target and its mix of fixed and floating rate debt. Interest rate swaps may be used to adjust interest rate exposures when appropriate based on market conditions, and for qualifying hedges, the interest differential of swaps is included in interest expense.

The Company’s foreign exchange risk management policy emphasizes hedging anticipated intercompany and third party commercial transaction exposures of one-year duration or less. The Company focuses on natural hedging techniques of the following form: 1) offsetting or netting of like foreign currency flows, 2) structuring foreign subsidiary balance sheets with appropriate levels of debt to reduce subsidiary net investments and subsidiary cash flows subject to conversion risk, 3) converting excess foreign currency deposits into U.S. dollars or the relevant functional currency and 4) avoidance of risk by denominating contracts in the appropriate functional currency. In addition, the Company utilizes forward contracts and purchased options to hedge commercial and intercompany transactions. Gains and losses related to qualifying hedges of commercial and intercompany transactions are deferred and included in the basis of the underlying transactions. ~~Derivatives used~~Gains and losses related to qualifying forward exchange contracts, which hedge intercompany loans, are ~~marked to market with~~recognized in other comprehensive income as an asset or liability until the ~~corresponding gains or losses included in the Company’s Condensed Consolidated Statements of Income.~~underlying transaction occurs.

The Company purchases certain raw materials, including resin, corrugate, steel, stainless steel, aluminum and other metals, which are subject to price volatility caused by unpredictable factors. While future movements of raw material costs are uncertain, a variety of programs, including periodic raw material purchases, purchases of raw materials for future delivery and customer price adjustments help the Company address this risk. Where practical, the Company uses derivatives as part of its risk management process.

Forward-looking statements in this Report are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the effects of Project Acceleration, sales (including pricing), income/(loss), earnings per share, operating income or gross margin improvements, return on equity, return on invested capital, capital expenditures, working capital, cash flow, dividends, capital structure, debt to capitalization ratios, interest rates, internal growth rates, restructuring, impairment and other charges, potential losses on divestitures, impact of changes in accounting standards, pending legal proceedings and claims (including environmental matters), future economic performance, costs and cost savings (including raw material and sourced product inflation, productivity and streamlining), synergies, management’s plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements. These statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “will,” “should,” “would” or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those matters set forth in this Report generally and Exhibit 99.1 to this Report. Some of these factors are described as criteria for success. The Company’s failure to achieve, or limited success in achieving, these objectives could result in actual results differing materially from those expressed or implied in the forward-looking statements. In addition, there can be no assurance that the Company has correctly identified and assessed all of the factors affecting the Company or that the publicly available and other information the Company receives with respect to these factors is complete or correct.

The number of performance-based restricted stock units granted to each participant is determined by dividing 30% of the participant’s target value by an amount equal to the fair market value of the common stock on the date of grant, discounted to reflect the risk of attaining performance goal results at below the target levels as well as the risk of forfeiture. These restricted stock units also vest on the third anniversary of the date of grant. Of this performance-based restricted stock unit grant, 50% is subject to a performance goal based on total shareholder return as compared to the total shareholder return of a comparator group of companies over the three-year vesting period and 50% is subject to a performance goal based on the Company’s increase in total shareholder return over the three-year vesting period. At the end of the vesting period, the number of restricted stock units, and thus the number of shares of common stock actually issued to the participant, will be adjusted depending on the level of achievement of the performance goals, to a maximum of 200% of the initial number of performance-based restricted stock units granted and a minimum of 0% of the initial number of performance-based restricted stock units granted.

The restricted stock units, whether time-based or performance-based, contain accelerated vesting provisions for terminations due to death, disability and retirement. On May 7, 2008, the Board approved a form of Restricted Stock Unit Agreement for employees to reflect the above provisions. A complete copy of the form of Restricted Stock Unit Agreement is filed with this Quarterly Report on Form 10-Q at Exhibit 10.1, and is incorporated herein by this reference.

On May 7, 2008, the Board also approved a form of Restricted Stock Unit Agreement to be used in connection with equity-based compensation for Non-Employee Directors. Under this form of agreement, time-based restricted stock units vest on the first anniversary of the date of grant and have accelerated vesting provisions for termination of service on the Board due to death, disability and retirement. A complete copy of the form of Restricted Stock Unit Agreement for Non-Employee Directors is filed with this Quarterly Report on Form 10-Q at Exhibit 10.1, and is incorporated herein by this reference.

Newell Rubbermaid Inc. Management Cash Bonus Plan

On ~~November 7, 2007,~~February 13, 2008, the Board of Directors of the Company approved amendments to the Company’s By-Laws to change the voting standard for uncontested elections of directors from a plurality of votes cast to a majority of votes cast. A majority of votes cast means that the number of votes cast “for” a nominee for director must exceed the number of votes cast “against” that nominee in order for him or her to be elected to the Board. In contested elections, those in which the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast. The Board also approved an amendment to the By-laws to reflect that the principal office of the Company is now located in Atlanta, Georgia. The full text of the Company’s By-Laws, as amended, is set forth in Exhibit 3.1.

In order to facilitate the majority voting standard set forth in the amended By-laws, the Board of Directors also revised the Company’s Corporate Governance Guidelines. Pursuant to these revisions: (i) the Board will only nominate incumbent directors who agree to resign (subject to Board approval) if they fail to obtain a majority vote; (ii) upon a director’s offer of resignation for failure to obtain a majority vote, a recommendation on whether to accept the resignation will be made to the Board by the Nominating/Governance Committee; (iii) the Board will act on the resignation within 90 days and such action may include (A) accepting the resignation offer, (B) deferring acceptance of the resignation offer until a replacement director with certain necessary qualifications held by the subject director (e.g., accounting or related financial management expertise) can be identified and elected to the Board, (C) maintaining the director but addressing what the Board believes to be the underlying cause of the “against” votes, (D) maintaining the director but resolving that the director will not be re-nominated in the future for election, or (E) rejecting the resignation offer. Consistent with the By-laws, if an incumbent director’s resignation is accepted, or if a non-incumbent director nominee fails to be elected to the Board, the Board may fill the resulting vacancy or may decrease the size of the Board.

~~2008 Deferred Compensation Plan~~

~~On November 7, 2007, the Company adopted the~~ Newell Rubbermaid Inc. ~~2008 Deferred Compensation~~adopted a Management Cash Bonus Plan, ~~(the “2008 Plan”),~~ effective as of January 1, ~~2008.~~2008 (the “Bonus Plan”). The ~~2008~~Bonus Plan provides for the payment of annual cash bonuses to eligible employees, and ~~non-employee directors~~was approved by stockholders at the Company’s May 6, 2008 Annual Meeting of Stockholders.

The Bonus Plan is administered by the Organizational Development & Compensation Committee of the Board, which has full authority to select the employees eligible for bonus awards under the Bonus Plan, determine when the employee’s participation in the Bonus Plan will begin, and determine the performance goals pursuant to which bonus amounts will be determined.

For each calendar year, the Committee will establish corporate, group and division performance goals and a bonus payment schedule detailing the amount that may be paid to each participant based upon the level of attainment of the applicable performance goals. The performance goals may be based on one or more of the following business criteria: earnings per share; total shareholder return; cash flow; operating income; sales growth; common stock price; return on equity; return on assets; return on investment; net income; and expense management. Performance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or indices selected by the Committee. The performance goals may be particular to one or more subsidiaries, groups or divisions or may be based on the performance of the Company as a whole.

Bonus payments for the 2008 calendar year will be based on a combination of the following business criteria. For Corporate participants, 100% of the bonus payment will be based on the Company’s earnings per share, cash flow and sales growth. For Group participants, 50% of the bonus payment will be based on Corporate performance criteria, and 50% of the bonus payment will be based on Group operating income, cash flow and sales growth. Bonus payments for calendar years subsequent to 2008 will be based on the same performance criteria described above, unless the Committee establishes different criteria.

The bonus amount payable is a percentage of salary based upon an employee’s participation category and the level of attainment of the applicable performance goals, as set forth in the Bonus Plan. Performance below the target levels will result in lower or no bonus payments. The Committee may not increase the amount payable, but has discretionary authority to decrease the amount, in the aggregate or with respect to one or more individual components, taking into account individual and/or corporate performance. No award will be paid for any calendar year or portion thereof to a participant whose employment with the opportunity to defer portions of their base salary, incentive compensation and director fees and, in conjunction with the Newell Rubbermaid Supplemental Executive Retirement Plan, receive other retirement benefits. The Company in its sole discretion, may also make additional contributions on behalf of participants. The deferred compensation is payable in cash at certain future dates specified by participants in accordance with the 2008 Plan or upon the occurrence of certain events, such as death,terminates during the year ~~after termination~~for a reason other than retirement, disability, death or other reason approved by the Committee. The Executive Vice President of ~~employment~~Human Resources, or ~~as otherwise contemplated~~the Board in the ~~2008 Plan. The amounts generally are payable~~case of the CEO, retains the right to terminate an employee’s participation in ~~a lump sum, but~~ the ~~participants can elect~~Bonus Plan at any time, in which case no bonus may be paid.

Because the Bonus Plan is intended to ~~receive installments if termination occurs on or after age 55. The deferred compensation is credited with earnings, gains and losses in accordance with investment crediting options established by~~meet the ~~Company from time to time.~~

~~The 2008 Plan has been adopted to comply with the provisions~~requirements of Section ~~409A~~162(m) of the Internal Revenue Code, ~~of 1986, as amended (the “Code”). As a result,~~ it ~~applies~~was subject to (i) deferrals of compensation and retirement benefits earned on and after January 1, 2008, (ii) amounts deferred on or after January 1, 2005 and credited to either a retirement sub-account or an in-service sub-account under the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan (the “Prior Plan”), and (iii) all amounts credited to a SERP cash sub-account under the Prior Plan (regardless of when credited). The Prior Plan will remain in effect with respect to any amounts deferred before January 1, 2005 and credited to either a retirement sub-account or an in-service sub-account under the Prior Plan. The Prior Plan is frozen as to future deferrals on or after January 1, 2008.

As under the Prior Plan, a participant’s SERP cash sub-account vests over a 10 year period beginning at six years of credited service, at a rate equal to 10% per year. In addition, a participant’s SERP cash sub-account becomes fully vested upon the earliest to occur of a participant’s death, disability or 60^th ~~birthday, or a change in control~~stockholder approval. A complete copy of the ~~Company. Also, under special retirement provisions~~Bonus Plan was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2008, and is incorporated herein by this reference.

Retirement of Director

General Gordon Sullivan retired as a director at the Company’s May 6, 2008 Annual Meeting of Stockholders in accordance with the Company’s Corporate Governance Guidelines as described in the ~~2008 Plan, a participant becomes vested in his or her SERP cash sub-account if~~Proxy Statement for the ~~sum of his or her age plus years of his or her service with~~meeting. The Corporate Governance Guidelines provide for mandatory director retirement at the ~~Company equals or exceeds 75. Vesting under these retirement provisions is subject to certain requirements, such as~~annual meeting immediately following the ~~execution of a release and non-compete and non-solicitation agreement with the Company, and is not applicable to a participant whose employment is terminated by the Company for cause.~~

~~Supplemental Executive Retirement Plan~~

On November 7, 2007, the Company amended the Newell Rubbermaid Supplemental Executive Retirement Plan (the “SERP”) effective January 1, 2008 to comply with Section 409A of the Code and for other purposes. Currently, the SERP covers Vice

~~Presidents participating before January 1, 2004 and Presidents or above participating before January 1, 2007. A participant becomes vested upon~~ attainment of age 60 during employment, involuntary termination with 15 years of service, death during employment or upon the sale of the business of the Company employing the participant if the participant has 15 years of service and continues employment with the sold business. The SERP provides annuity benefits at retirement, but no sooner than age 60 with 15 years of service. The participant’s SERP benefit is a monthly benefit equal to 1/12 of 67% (or 50% for Presidents or above first participating after December 31, 2003) of the participant’s average compensation for the five consecutive years in which it was highest, reduced proportionately if years of credited service are less than 25, then reduced (if applicable) for commencement prior to age 65. This basic SERP benefit is then reduced by the participant’s monthly primary Social Security benefit, a monthly qualified pension plan benefit amount and the equivalent monthly amount of the executive’s SERP cash sub-account benefit under the Prior Plan (which will be transferred to the 2008 Plan effective January 1, 2008).

Effective January 1, 2008, the SERP is amended in the following material respects: For Presidents or above, the SERP will pay vested SERP benefits at the same time and form of payment as the executive’s SERP cash sub-account under the 2008 Plan, i.e., in a lump sum payment or annual installments (as elected by the participant under the 2008 Plan by December 31, 2007). For Vice Presidents, vested SERP benefits will continue to be paid as an annuity, but the SERP will commence the annuity benefit following the participant’s separation from service at an age specified by the participant, which shall be no earlier than age 60 with 15 years of service nor later than age 65 (as elected by the executive by December 31, 2007). The SERP will delay payment or commencement of SERP benefits for six months following separation from service. Further, a participant will become vested under the SERP upon a change in control of the Company or if the sum of his or her age plus years of his or her service with the Company equals or exceeds 75. Vesting under these retirement provisions is subject to certain requirements, such as the execution of a release and non-compete and non-solicitation agreement with the Company, and is not applicable to a participant whose employment is terminated by the Company for cause.

~~The foregoing description of the 2008 Plan and the SERP is qualified in its entirety by reference to the full text of the plan documents.~~

~~Departure of Officer~~

On November 8, 2007, Timothy J. Jahnke, President of the Home & Family Group of Newell Rubbermaid Inc., informed the Company that he is resigning his position effective as of November 30, 2007. Mr. Jahnke informed the Company that he is resigning to accept a position as the Chief Executive Officer of another company.70.

Item 6. Exhibits


3.1		~~By-laws~~Certificate of Elimination of the Junior Participating Preferred Stock, Series B of Newell Rubbermaid Inc., dated as of March 11, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 11, 2008).

3.2		Restated Certificate of Incorporation of Newell Rubbermaid Inc. as amended ~~November 7, 2007.~~as of May 6, 2008.

4.1		~~By-laws~~Restated Certificate of Incorporation of Newell Rubbermaid Inc. as amended as of May 6, 2008, is included in Item 3.2.

4.2		Form of 5.50% Notes due 2013 issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as ~~amended~~trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 25, 2008).

4.3		Form of 6.25% Notes due 2018 issued pursuant to an Indenture dated as of November ~~7, 2007 (included in~~1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (incorporated by reference to Exhibit ~~3.1)~~4.2 to the Company’s Current Report on Form 8-K dated March 25, 2008).

10.1		Forms of Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2003 Stock Plan.

10.2		Form of Restricted Stock Award Agreement under the Newell Rubbermaid Inc. 2003 Stock Plan, as revised February 13, 2008 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 13, 2008).

10.3		Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.4		Newell Rubbermaid Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.5		Separation Agreement and General Release dated February 28, 2008, between the Company and Steven G. Marton (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).


	September 30,		December 31,		March 31,		December 31,
	2007		2006		2008		2007

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	169.5	$	201.0	$	752.1	$	329.2
Accounts receivable, net		1,127.1		1,113.6		1,029.6		1,166.4
Inventories, net		1,000.1		850.6		1,091.7		940.4
Deferred income taxes		104.2		110.1		102.1		102.0
Prepaid expenses and other		169.1		133.5		127.6		113.7
Current assets of discontinued operations		—		68.1

TOTAL CURRENT ASSETS		2,570.0		2,476.9		3,103.1		2,651.7

PROPERTY, PLANT AND EQUIPMENT, NET		697.4		746.9		690.3		688.6

DEFERRED INCOME TAXES						24.6		29.4

GOODWILL		2,585.8		2,435.7		2,665.3		2,608.7

OTHER INTANGIBLE ASSETS, NET		499.4		458.8		508.2		501.8

OTHER ASSETS		238.4		192.2		214.3		202.7


TOTAL ASSETS	$	6,591.0	$	6,310.5	$	7,205.8	$	6,682.9


	September 30,			December 31,			March 31,			December 31,
	2007			2006			2008			2007

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	619.2		$	549.9		$	571.6		$	616.9
Accrued compensation		157.6			177.9			100.4			170.7
Other accrued liabilities		724.7			710.9			703.8			744.7
Income taxes payable		2.1			144.3			15.3			44.0
Notes payable		20.5			23.9			11.4			15.3
Current portion of long-term debt		775.2			253.6			900.3			972.2
Current liabilities of discontinued operations		—			36.1

TOTAL CURRENT LIABILITIES		2,299.3			1,896.6			2,302.8			2,563.8

LONG-TERM DEBT		1,331.8			1,972.3			1,946.9			1,197.4

OTHER NONCURRENT LIABILITIES		796.3			551.4			706.2			674.4

STOCKHOLDERS’ EQUITY:
Preferred Stock, authorized shares, 10.0 at $1.00 par value								—			—
None issued and outstanding
Common stock, authorized shares, 800.0 at $1.00 par value		292.4			291.0			292.9			292.6
Outstanding shares:
2007 — 292.4
2006 — 291.0
Outstanding shares, before treasury:
2008 - 292.9
2007 - 292.6
Treasury stock, at cost;		(415.0	)		(411.6	)		(417.1	)		(415.1	)
Shares held:
2007 — 15.8
2006 — 15.7
2008 - 16.0
2007 - 15.9
Additional paid-in capital		556.2			505.0			578.5			570.3
Retained earnings		1,876.1			1,690.4			1,919.6			1,922.7
Accumulated other comprehensive loss		(146.1	)		(184.6	)		(124.0	)		(123.2	)

TOTAL STOCKHOLDERS’ EQUITY		2,163.6			1,890.2			2,249.9			2,247.3


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,591.0		$	6,310.5		$	7,205.8		$	6,682.9


	September 30,		December 31,		March 31,		December 31,
	2007		2006		2008		2007

Materials and supplies	$	191.3	$	172.8	$	192.8	$	178.8
Work in-process		172.2		158.6
Work in process						231.4		179.8
Finished products		636.6		519.2		667.5		581.8

	$	1,000.1	$	850.6	$	1,091.7	$	940.4


	September 30,			December 31,			March 31,			December 31,
	2007			2006			2008			2007

Medium-term notes	$	1,075.0		$	1,325.0		$	1,825.0		$	1,075.0
Commercial paper		134.0			—			125.0			197.0
Floating rate note		448.0			448.0			448.0			448.0
Junior convertible subordinated debentures		436.7			436.7			436.7			436.7
Terminated interest rate swaps		9.1			11.9
Other long-term debt		4.2			4.3			12.5			12.9

Total Debt		2,107.0			2,225.9			2,847.2			2,169.6
Current portion of long-term debt		(775.2	)		(253.6	)		(900.3	)		(972.2	)

Long-Term Debt	$	1,331.8		$	1,972.3		$	1,946.9		$	1,197.4


				Unrecognized
	Foreign Currency			Pension & Other			After-tax
	Translation			Postretirement			Derivative Hedging		Accumulated Other
	Gain/(Loss)			Costs, net of tax			Gain		Comprehensive Loss

Balance at December 31, 2007	$	69.8		$	(202.4	)	$	9.4	$	(123.2	)
Current period change		(10.3	)		1.6			7.9		(0.8	)

Balance at March 31, 2008	$	59.5		$	(200.8	)	$	17.3	$	(124.0	)


	12/31/05				Costs			9/30/06
	Balance		Provision		Incurred			Balance

Facility and other exit costs	$	—	$	17.4	$	(17.4	)	$	—
Employee severance and termination benefits		—		29.7		(12.1	)		17.6
Exited contractual commitments and other		—		3.2		(2.7	)		0.5

	$	—	$	50.3	$	(32.2	)	$	18.1


	Three Months Ended September 30,					Nine Months Ended September 30,
	2007		2006			2007			2006

Numerator for basic earnings per share:
Income from continuing operations	$	169.9	$	112.7		$	378.2		$	378.4
Gain (loss) from discontinued operations		0.3		(4.2	)		(16.5	)		(95.6	)

Net income for basic earnings per share	$	170.2	$	108.5		$	361.7		$	282.8

Numerator for diluted earnings per share:
Income from continuing operations	$	169.9	$	112.7		$	378.2		$	378.4
Effect of convertible preferred securities (1)		3.6		—			10.7			10.7

Income from continuing operations for diluted earnings per share		173.5		112.7			388.9			389.1
Gain (loss) from discontinued operations		0.3		(4.2	)		(16.5	)		(95.6	)

Net income for diluted earnings per share	$	173.8	$	108.5		$	372.4		$	293.5

Denominator:
Denominator for basic earnings per share — weighted-average shares outstanding		276.0		274.6			276.0			274.6
Dilutive securities (2)		1.8		1.0			1.8			0.7
Convertible preferred securities (1)		8.3		—			8.3			8.3

Denominator for diluted earnings per share		286.1		275.6			286.1			283.6

Basic earnings (loss) per share:
Earnings from continuing operations	$	0.62	$	0.41		$	1.37		$	1.38
Loss from discontinued operations		—		(0.02	)		(0.06	)		(0.35	)

Earnings per share	$	0.62	$	0.39		$	1.31		$	1.03

Diluted earnings (loss) per share:
Earnings from continuing operations	$	0.61	$	0.41		$	1.36		$	1.37
Loss from discontinued operations		—		(0.02	)		(0.06	)		(0.34	)

Earnings per share	$	0.61	$	0.39		$	1.30		$	1.03


	Foreign		After-tax		Unrecognized			Accumulated
	Currency		Derivative		Pension and			Other
	Translation		Hedging		Other Post			Comprehensive
	Gain		Gain		Retirement Costs			Loss

Balance at December 31, 2006	$	41.6	$	2.5	$	(228.7	)	$	(184.6	)
Current year change		30.9		7.6		—			38.5

Balance at September 30, 2007	$	72.5	$	10.1	$	(228.7	)	$	(146.1	)


				Weighted							Weighted
				Average							Average
				Exercise							Exercise
	Shares			Price		Exercisable		Shares			Price		Exercisable

Outstanding at December 31, 2006		14.1		$	26		6.8
Outstanding at December 31, 2007									16.0		$	27		7.3
Granted		4.1			30				3.9			23
Exercised		(0.7	)		25				(0.1	)		23
Forfeited / expired		(0.8	)		26				(1.9	)		29

Outstanding at September 30, 2007		16.7		$	27		7.7
Outstanding at March 31, 2008									17.9		$	26		7.6


				Weighted-					Weighted-
				Average Grant					Average Grant
	Shares			Date Fair Value		Shares			Date Fair Value

Outstanding at December 31, 2006		2.2		$	24
Outstanding at December 31, 2007							2.6		$	26
Granted		1.1			30		0.9			23
Vested		(0.4	)		23		(0.3	)		22
Forfeited		(0.3	)		26		(0.3	)		26

Outstanding at September 30, 2007		2.6		$	26
Outstanding at March 31, 2008							2.9		$	26


1)		All intercompany transactions have been eliminated. Sales to ~~WalMart~~Wal-Mart Stores, Inc. and subsidiaries amounted to approximately ~~14%~~12% and 13% of consolidated net sales ~~in both of~~for the three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006. Sales to WalMart Stores, Inc. and subsidiaries amounted to approximately 14% and 15% of consolidated net sales in the nine months ended September 30, 2007 and 2006, respectively.~~respectively, substantially across all business units. Sales to no other customer exceeded 10% of consolidated net sales for either period.


	Three Months Ended September 30,									Nine Months Ended September 30
	2007				2006					2007					2006					2008					2007

Net sales	$	1,687.3	100.0	%	$	1,586.1		100.0	%	$	4,764.8		100.0	%	$	4,562.8		100.0	%	$	1,433.7		100.0	%	$	1,384.4		100.0	%
Cost of products sold		1,086.3	64.4			1,050.9		66.3			3,083.5		64.7			3,032.5		66.5			943.2		65.8			909.7		65.7

Gross margin		601.0	35.6			535.2		33.7			1,681.3		35.3			1,530.3		33.5			490.5		34.2			474.7		34.3
Selling, general and administrative expenses		364.5	21.6			334.9		21.1			1,060.2		22.3			990.3		21.7			361.0		25.2			338.4		24.4
Restructuring costs		22.7	1.3			22.1		1.4			53.7		1.1			50.3		1.1			18.4		1.3			15.5		1.1

Operating income		213.8	12.7			178.2		11.2			567.4		11.9			489.7		10.7			111.1		7.7			120.8		8.7
Nonoperating expenses:
Interest expense, net		28.0	1.7			32.9		2.1			82.9		1.7			102.2		2.2			25.8		1.8			27.4		2.0
Other expense, net		2.1	0.1			3.4		0.2			4.4		0.1			7.7		0.2			0.2		—			0.8		—

Net nonoperating expenses		30.1	1.8			36.3		2.3			87.3		1.8			109.9		2.4			26.0		1.8			28.2		2.0

Income from continuing operations before income taxes		183.7	10.9			141.9		8.9			480.1		10.1			379.8		8.3			85.1		5.9			92.6		6.7
Income taxes		13.8	0.8			29.2		1.8			101.9		2.1			1.4		—			27.7		1.9			27.5		2.0

Income from continuing operations		169.9	10.1			112.7		7.1			378.2		7.9			378.4		8.3			57.4		4.0			65.1		4.7
Gain (loss) from discontinued operations, net of tax		0.3	—			(4.2	)	(0.3	)		(16.5	)	(0.3	)		(95.6	)	(2.1	)

Loss from discontinued operations, net of tax																					(0.5	)	—			(15.8	)	(1.1	)

Net income	$	170.2	10.1	%	$	108.5		6.8	%	$	361.7		7.6	%	$	282.8		6.2	%	$	56.9		4.0	%	$	49.3		3.6	%


	2007		2006		% Change			2008		2007		% Change

Cleaning, Organization & Décor	$	547.2	$	519.3		5.4	%	$	464.7	$	457.4		1.6	%
Office Products		544.9		517.5		5.3			421.7		406.3		3.8
Tools & Hardware		335.9		324.4		3.5			290.3		293.9		(1.2	)
Other (Home & Family)		259.3		224.9		15.3
Home & Family									257.0		226.8		13.3

Total Net Sales	$	1,687.3	$	1,586.1		6.4	%	$	1,433.7	$	1,384.4		3.6	%


	2007			2006

Cash provided by operating activities	$	456.2		$	404.3
Cash used in investing activities		(214.6	)		(88.2	)
Cash used in financing activities		(277.4	)		(296.0	)
Currency rate effect on cash and cash equivalents		4.3			1.8

(Decrease) increase in cash and cash equivalents	$	(31.5	)	$	21.9


(1)		The Company generally does not enter into material derivative contracts for commodities; therefore, commodity price risk is not shown because the amounts are not material.


							Maximum Number /
					Total Number of		Approximate Dollar
					Shares Purchased as		Value of Shares
	Total Number		Average		Part of Publicly		that May Yet Be
	of Shares		Price Paid		Announced Plans or		Purchased Under the
Period	Purchased(1)		per Share		Programs		Plans or Programs
7/1/07-7/31/07		—		—		—		—
8/1/07-8/31/07		—		—		—		—
9/1/07-9/30/07		1,473	$	25.79		—		—
Total		1,473	$	25.79		—		—


(1)		None of these transactions were made pursuant to a publicly announced repurchase plan. All shares purchased for the quarter were acquired by the Company to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock, which are repurchased by the Company based on their fair market value on the vesting date.


10.6		Newell Rubbermaid Inc. Management Cash Bonus Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2008).

10.7		Newell Rubbermaid Inc. Long Term Incentive Plan under the Newell Rubbermaid Inc. 2003 Stock Plan adopted February 13, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 13, 2008).

10.8		Forms of Stock Option Agreement under the Newell Rubbermaid Inc. 2003 Stock Plan, as revised February 13, 2008 (incorporated by reference to Exhibits 10.3 and 10.4 to the Company’s Current Report on Form 8-K dated February 13, 2008).

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Safe Harbor Statement.


	NEWELL RUBBERMAID INC. Registrant
Date: ~~November 9, 2007~~May 12, 2008	/s/ J. Patrick Robinson
	J. Patrick Robinson
	Chief Financial Officer