UNITED STATES
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): April 29, 2004
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)
10 B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code:(770) 407-3800
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release, dated April 29, 2004, issued by
Newell Rubbermaid Inc., and Additional Financial
Information
Item 12. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit attached hereto,
is furnished pursuant to Item 12 of 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, 2004, Newell Rubbermaid Inc. (the "Company") reported its
results for the fiscal quarter ended March 31, 2004. The Company's
press release, dated April 29, 2004, is attached as Exhibit 99.1.
The press release contains non-GAAP financial measures. For purposes
of Securities and Exchange Commission Regulation G, a "non-GAAP
financial measure" is a numerical measure of a registrant's historical
or future financial performance, financial position or cash flows that
excludes amounts, or is subject to adjustments that have the effect of
excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the
statement of income, balance sheet or statement of cash flows of the
issuer; or includes amounts, or is subject to adjustments that have
the effect of including amounts, that are excluded from the most
directly comparable measure so calculated and presented. Operating
and statistical measures and certain ratios and other statistical
measures are not non-GAAP financial measures. For purposes of the
definition, GAAP refers to generally accepted accounting principles in
the United States. Pursuant to the requirements of Regulation G, the
Company has provided, as a part of the press release, a reconciliation
of each of the non-GAAP financial measures to the most directly
comparable GAAP financial measure.
The Company has used the financial measures that are included in the
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 since these measures:
* enable investors and analysts to compare the current
non-GAAP measures with the corresponding non-GAAP measures
used in the past, and
* permit investors to view the Company's performance using
the same tools that Company management uses to evaluate the
Company's past performance, reportable business segments
and prospects for future performance and to gauge the
Company's progress in achieving its stated goals.
The Company's management believes that operating income, net income
from continuing operations and gross margin, excluding restructuring
and other charges, as a percentage of sales are also useful to investors
because they provide information with respect to operating income, net
income from continuing operations and gross margin related to continuing
operations after the Company's restructuring plan is completed. The
Company's management believes that free cash flow, defined as cash
generated from operations, net of and capital expenditures and dividends,
is useful to investors because it is an indication of amounts of cash
flow that may be available for further investment in future growth
initiatives. The Company's management believes that diluted earnings
per share from continuing operations, excluding restructuring and other
charges, is also helpful to investors because it provides information
with respect to earnings per share, both historical and expected,
related to continuing operations after the Company's restructuring plan
is completed. Another purpose for which the Company uses free cash flow
and diluted earnings per share from continuing operations, excluding
restructuring and other charges, are 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.
While the Company believes that these non-GAAP financial measures are
useful in evaluating the Company, this information should be
considered as supplemental in nature and not as a substitute for or
superior to the related financial information prepared in accordance
with GAAP. Additionally, these non-GAAP financial measures may differ
from similar measures presented by other companies.
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, 2004 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President - General
Counsel & Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated April 29, 2004, issued by
Newell Rubbermaid Inc., and Additional Financial
Information