SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 31, 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 Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 670-2232
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release, dated July 31, 2003, issued by Newell
Rubbermaid Inc., and Additional Financial Information
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 July 31, 2003, Newell Rubbermaid Inc. (the "Company") reported its
results for the second fiscal quarter ended June 30, 2003. The
Company's press release, dated July 31, 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
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press release for several years, both in presenting its results to
stockholders and the investment community and in its internal
evaluation and management of its businesses. The Company's management
believes that these measures -- including those that are "non-GAAP
financial measures" -- and the information they provide are useful to
investors 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, net income and gross margin, excluding
restructuring and other charges, as a percentage of sales. -- These
measures are also useful to investors because they provide information
with respect to operating income, net income and gross margin 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.
Operating profit from internal growth: Change in operating
profit attributable to net sales growth of businesses the Company has
owned longer than one year, including minor acquisitions and
divestitures. -- This measure also assists investors in understanding
the extent to which changes in comparable operating profit is
attributable to Company operations that have been owned longer than a
year.
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, both
historical and expected, 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.
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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: July 31, 2003 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President - General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated July 31, 2003, issued by Newell
Rubbermaid Inc., and Additional Financial Information
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