SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 29, 2003
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9608 36-3514169
-------- ------ ----------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Deerfield Corporate Centre One
13010 Morris Road, Suite 100
Alpharetta, Georgia 30004
------------------------------- ---------
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (770) 670-2232
29 East Stephenson Street, Freeport, Illinois 61032-0943
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
Exhibit
Number Description
------- -----------
99.1 Press Release, dated April 29, 2003, issued
by Newell Rubbermaid Inc.
ITEM 9. REGULATION FD DISCLOSURE (ALSO BEING PROVIDED UNDER NEW
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION).
The information in this Report, including the Exhibit attached hereto,
is furnished pursuant to Item 9 and Item 12 of this Form 8-K.
Consequently, it is not deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may only be incorporated by reference
in another filing under the Exchange Act or Securities Act of 1933 if
such subsequent filing specifically references this Form 8-K.
On April 29, 2003, Newell Rubbermaid Inc. (the "Company") reported its
results for the first fiscal quarter ended March 31, 2003. The
Company's press release, dated April 29, 2003, is attached as
Exhibit 99.1.
The press release contains non-GAAP financial measures. For purposes
of SEC Regulation G, a "non-GAAP financial measure" is a numerical
measure of a registrant's historical or future financial performance,
financial position or cash flows that excludes amounts, or is subject
to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and
presented in accordance with GAAP in the statement of income, balance
sheet or statement of cash flows of the issuer; or includes amounts,
or is subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure
so calculated and presented. Operating and statistical measures and
certain ratios and other statistical measures are not non-GAAP
financial measures. For purposes of the definition, GAAP refers to
generally accepted accounting principles in the United States.
Pursuant to the requirements of Regulation G, the Company has
provided, as a part of the press release, a reconciliation of each of
the non-GAAP financial measures to the most directly comparable GAAP
financial measure. (For certain other statistical measures that are
not non-GAAP financial measures, the Company has provided other
supplemental information, also as part of the press release.)
The Company has used the financial measures that are included in the
press release for several years, both in presenting its results to
2
stockholders and the investment community and in its internal
evaluation and management of its businesses. The Company's management
believes that these measures -- including those that are "non-GAAP
financial measures" -- and the information they provide are useful to
investors because they permit investors to view the Company's
performance using the same tools that Company management uses and to
gauge the Company's progress in achieving its stated goals.
The Company's management believes that the individual measures are
also useful to investors for more specific reasons:
Operating income, excluding restructuring and other charges, as a
percentage of sales. This measure is also useful to investors
because it provides information with respect to operating income
related to continuing operations after the restructuring plan is
completed.
Free cash flow: Cash flow provided by operations, net of
dividends and capital expenditures. This measure is also useful to
investors because it is an indication of amounts of cash flow that may
be available for further investment in future growth initiatives.
Diluted earnings per share, excluding restructuring and other
charges. This measure is also useful to investors because it
provides information with respect to earnings per share related to
continuing operations after the restructuring plan is completed.
The other purpose for which the Company uses free cash flow and
earnings per share, excluding restructuring and other charges, is as
two of the performance goals that help determine the amount, if any,
of cash bonuses for corporate management employees under the Company's
management cash bonus plan.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID INC.
Date: April 29, 2003 By: /s/ Andrea L. Horne
-------------------------------
Andrea L. Horne
Vice President - Corporate
Development and Corporate Secretary
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release, dated April 29, 2003, issued by
Newell Rubbermaid Inc.
5