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): September 11, 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 300
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))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
The information in this Report, including the Exhibits attached hereto, is furnished pursuant to
Item 2.02 and Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to
the liabilities of that section. It may only be incorporated by reference in another filing under
the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references
this Form 8-K.
On September 11, 2006, Newell Rubbermaid Inc. (the “Company”) issued a press release announcing
that it has entered into an agreement for the intended sale of its Little Tikes business unit to
MGA Entertainment, Inc. A copy of the Company’s press release, dated September 11, 2006, is
attached as Exhibit 99.1.
The Company has updated its quarterly and full year proforma income statements and historical
segment reporting to reflect the intended sale of the Little Tikes business, which will be
reclassified to discontinued operations. The updated proforma income statements and segment
reporting schedules can be found on the investor relations portion of the Company’s website at
www.newellrubbermaid.com and are attached hereto as Exhibit 99.2.
The updated proforma income statements and reporting schedules contain 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 income statements and reporting schedules, 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 proforma income statements
and reporting schedules 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, income from continuing operations and
earnings per share from continuing operations, excluding impairment and certain restructuring
charges, for the Company and operating income (including as a percentage of sales), excluding
impairment and certain restructuring charges for each of the Company’s segments, are also useful to
investors because they provide meaningful perspective on the current, underlying performance of the
Company’s continuing operations. Another purpose for which the Company uses diluted earnings per
share from continuing operations, excluding impairment and certain 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.
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.