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): January 26, 2006
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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1-9608
(Commission
File Number)
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36-3514169
(IRS Employer
Identification No.) |
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10 B Glenlake Parkway
Suite 600
Atlanta, Georgia
(Address of Principal Executive Offices)
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30328
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (770) 407-3800
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))
Item 2.02. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit attached hereto, is furnished pursuant to
Item 2.02 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 January 26, 2006, Newell Rubbermaid Inc. (the “Company”) reported its results for the fiscal
quarter ended December 31, 2005 and the fiscal year ended December 31, 2005. The Company’s press
release, dated January 26, 2006, 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 the financial measures that are included in the press release and Additional
Financial Information 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:
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enable investors and analysts to compare the current non-GAAP measures with the
corresponding non-GAAP measures used in the past, and |
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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 impairment and certain restructuring and other charges (and as a percentage
of sales), and diluted earnings per share from continuing operations, excluding impairment and
certain restructuring and other 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 as cash generated from
operations, net of 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 impairment and certain restructuring and other charges, is also helpful to
investors because it provides information, both historical and expected, with respect to earnings
per share related to the Company’s continuing
operations. Another purpose for which the Company
uses or has used free cash flow and diluted earnings per share from continuing operations,
excluding restructuring, impairment 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. 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.
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 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit |
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Number |
Description |
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99.1
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Press Release, dated January 26, 2006, issued by Newell
Rubbermaid Inc., and Additional Financial Information |