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): March 26, 2004
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9608 36-3514169
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10 B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 670-2232
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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99.1 Letter to Shareholders
Item 9. Regulation FD Disclosure.
The information set forth under Item 12 below is also intended to be
disclosed under this Item 9 and is hereby incorporated by reference.
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.
Newell Rubbermaid Inc. (the "Company") has commenced the process of
mailing to stockholders a Letter to Shareholders, along with the
Company's 2004 Annual Meeting Proxy Statement, in connection with the
Company's annual meeting of stockholders to be held May 12, 2004. The
proxy statement will include the Company's audited financial
statements for fiscal year 2003, Management's Discussion and Analysis
of Financial Condition and Results of Operations and other related
information. A copy of the Letter to Shareholders is attached hereto
as Exhibit 99.1.
The Letter to Shareholders 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 Letter to Shareholders, 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
Letter to Shareholders 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, excluding
restructuring and other charges, as a percentage of sales is also
useful to investors because it provides information with respect to
operating income related to continuing operations after the Company's
restructuring plan is completed. The Company believes that working
capital, defined as the five-quarter average of accounts receivable
plus inventory, net of accounts payable, divided by trailing 12-month
sales, is also helpful to investors because it assists investors in
evaluating the Company's utilization of operating working capital.
The Company's management believes that free cash flow, defined as cash
flow provided by operations, net of dividends and capital
expenditures, 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. Another purpose for which the Company uses
free cash flow is as one 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. The Company's
management believes that return on invested capital (ROIC), defined as
trailing 12-month after-tax operating income, excluding restructuring
and other charges, divided by five-quarter average of debt and equity,
is also helpful to investors because it reflects the Company's
earnings performance relative to its investment level.
While the Corporation 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: March 26, 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 Letter to Shareholders