UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 30, 2008
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
|
Delaware
(State or Other Jurisdiction
of Incorporation)
|
|
1-9608
(Commission
File Number)
|
|
36-3514169
(IRS Employer
Identification No.) |
| |
|
|
|
|
| Three Glenlake Parkway |
|
|
|
|
| Atlanta, Georgia
|
|
|
|
30328 |
| (Address of Principal Executive Offices)
|
|
|
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (770) 418-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
|
|
|
| Item 2.02. |
|
Results of Operations and Financial Condition. |
The information in this Item 2.02, and the Exhibit attached to this Report, are furnished pursuant
to Item 2.02 of Form 8-K. Consequently, such items are not deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section. Such items may only be incorporated by reference in another filing under the Exchange Act
or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
On October 30, 2008, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal
quarter ended September 30, 2008. The Company’s press release, dated October 30, 2008, and
Additional Financial Information, is attached as Exhibit 99.1.
The press release and Additional Financial Information contain non-GAAP financial measures. For
purposes of Securities and Exchange Commission Regulation G, a “non-GAAP financial measure” is a
numerical measure of a registrant’s historical or future financial performance, financial position
or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding
amounts, that are included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of cash flows of the
issuer; or includes amounts, or is subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure so calculated and presented.
Operating and statistical measures and certain ratios and other statistical measures are not
non-GAAP financial measures. For purposes of the definition, GAAP refers to generally accepted
accounting principles in the United States. Pursuant to the requirements of Regulation G, the
Company has provided, as a part of the press release and Additional Financial Information, a
reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP
financial measure.
The Company has used certain financial measures that are included in the press release and
Additional Financial Information both in presenting its results to stockholders and the investment
community and in its internal evaluation and management of its businesses. The Company’s management
believes that these measures — including those that are “non-GAAP financial measures” — and the
information they provide are useful to investors since these measures:
| |
• |
|
enable investors and analysts to compare the current non-GAAP measures
with the corresponding non-GAAP measures used in the past, and |
| |
| |
• |
|
permit investors to view the Company’s performance using the same
tools that Company management uses to evaluate the Company’s past
performance, reportable business segments and prospects for future
performance and to gauge the Company’s progress in achieving its
stated goals. |
The Company’s management believes that operating income, income from continuing operations and
diluted earnings per share from continuing operations, excluding restructuring charges, are also
useful because they provide investors with a meaningful perspective on the current underlying
performance of the Company’s continuing operations. The Company’s management believes that free
cash flow, defined by the Company as cash generated from operations less capital expenditures, is
useful to investors because it is an indication of amounts of cash flow that may be available for
dividends and further investment in future growth initiatives. Another purpose for which the
Company uses diluted earnings per share from continuing operations, excluding restructuring
charges, is as a performance goal that helps determine the amount, if any, of cash bonuses for
corporate management employees under the Company’s management cash bonus plan. The Company’s
management believes that adjusted sales, as reflected in the Currency Analysis included in
Exhibit 99.1, is useful to investors because it demonstrates the effect of foreign currency
translation on reported sales. The Company’s management believes that “Normalized” earnings per
share, which excludes restructuring charges and one-time events such as tax benefits is useful to investors
because it permits investors to better understand year-over-year changes in underlying operating
performance.
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.
|
|
|
| Item 7.01 |
|
Regulation FD Disclosure. |
The information set forth under Item 2.02 above and in Exhibit 99.1 to this Report is also intended
to be furnished under this Item 7.01 and is hereby incorporated by reference.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits. |
(c) Exhibits.
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
99.1
|
|
Press Release, dated October 30, 2008, issued by Newell Rubbermaid
Inc., and Additional Financial Information |