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, 2003

                           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.)

             Deerfield Corporate Centre One
              13010 Morris Road, Suite 100
                  Alpharetta, Georgia                       30004
        ----------------------------------------            -----
        (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
             -------                       -----------

               99.1              Press Release, dated October 30, 2003,
                                 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 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.

   On October 30, 2003, Newell Rubbermaid Inc. (the "Company") reported
   its results for the third fiscal quarter ended September 30, 2003.
   The Company's press release, dated October 30, 2003, is attached as
   Exhibit 99.1

   The press release 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 press release, a reconciliation of each of
   the non-GAAP financial measures to the most directly comparable GAAP
   financial measure.  (For certain other statistical measures that are
   not non-GAAP financial measures, the Company has provided other
   supplemental information, also as part of the press release.)

   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 because they permit investors to view the Company's
   performance using the same tools that Company management uses and to
   gauge the Company's progress in achieving its stated goals.

   The Company's management believes that the individual measures are
   also useful to investors for more specific reasons:

        Operating income, net income and gross margin, excluding
   restructuring and other charges, as a percentage of sales. -- These
   measures are also useful to investors because they provide information
   with respect to operating income, net income and gross margin related
   to continuing operations after the restructuring plan is completed.

        Free cash flow:  Cash flow provided by operations, net of
   dividends and capital expenditures.  -- This measure is also useful to
   investors because it is an indication of amounts of cash flow that may
   be available for further investment in future growth initiatives.

        Diluted earnings per share, excluding restructuring and other
   charges. -- This measure is also useful to investors because it
   provides information with respect to earnings per share, both
   historical and expected, related to continuing operations after the
   restructuring plan is completed.

   The other purpose for which the Company uses free cash flow and
   earnings per share, excluding restructuring and other charges, is 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.







                                 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:     October 30, 2003              By:  /s/ Dale L. Matschullat
                                                ------------------------
                                                Dale L. Matschullat
                                                Vice President - General
                                                Counsel & Corporate
                                                Secretary







                                EXHIBIT INDEX

          Exhibit No.     Description
          -----------     ------------
             99.1         Press Release, dated October 30, 2003, issued by
                          Newell Rubbermaid Inc., and Additional Financial
                          Information








                                                                 EXHIBIT 99.1
                                                                 ------------

                                PRESS RELEASE
                                -------------

   NEWELL RUBBERMAID                           NEWS RELEASE

   OCTOBER 30, 2003


   NEWELL RUBBERMAID REPORTS THIRD QUARTER     Newell Rubbermaid Inc.
   RESULTS                                     Atlanta, GA


   *    THIRD QUARTER EARNINGS IN LINE WITH    Securities Listed
        GUIDANCE                               NYSE
   *    STRONG FREE CASH FLOW AND INVENTORY    Common Stock
        IMPROVEMENT                            (Symbol:  NWL)
   *    NARROWS 2003 GUIDANCE AND INTRODUCES
        2004 GUIDANCE

   ATLANTA, OCTOBER 30, 2003 - Newell          www.newellrubbermaid.com
   Rubbermaid Inc. (NYSE: NWL) today announced
   its third quarter earnings in line with
   guidance established in the second quarter.
   Sales were $1.9 billion, flat with third
   quarter sales from 2002.


   THIRD QUARTER RESULTS                       DAVID HONAN
   Net income in the quarter was $75.2         Vice President, Investor
   million, or $0.27 per share in 2003,        Relations
   compared to $76.2 million, or $0.29 per     6833 Stalter Drive
   share in the third quarter of 2002.         Rockford, IL  61108
   Excluding charges, net income in the third  Phone:  815-381-8150
   quarter was $109.4 million, versus $122.9
   million in 2002.  Diluted earnings per
   share, calculated on the same basis,        DEAN WERNER
   declined 13.0% to $0.40 in the quarter,     Director, Corp.
   versus $0.46 in 2002 due primarily to sales Communications
   softness and the gross margin impact from   6833 Stalter Drive
   reducing inventory levels, partially offset Rockford, IL  61108
   by streamlining savings.  A reconciliation  Phone:  770-670-2215
   of the results "as reported" to results
   "excluding charges" is attached to this
   press release.

   Free cash flow improved significantly to $162.6 million in the
   quarter, reflecting the company's commitment to reduce working
   capital.  Inventories declined $94 million in the third quarter
   from June 30, 2003.  The company defines free cash flow as
   cash generated from operations, net of capital expenditures and
   dividends.

   "We delivered strong cash flow during the quarter as we were able to
   reduce inventory beyond our initial expectations, despite sales
   softness.  We have also made meaningful progress in restructuring and
   product line rationalization as we aggressively reconfigure our

                                      1







   business portfolio," said Newell Rubbermaid CEO Joseph Galli.  "We
   made this progress while delivering third quarter results within our
   guidance and we continue to be on track to transform the company into
   a strong financial performer long term."

   "We look to complete our restructuring program and the bulk of our
   rationalization of our business portfolio in 2004, allowing us to
   allocate capital and resources into those businesses with the
   potential to generate the highest returns on investment," Galli added.

   Internal sales, which exclude the impact of acquisitions and
   divestitures, decreased by 2.2% primarily due to a 2.5% sales decline
   from the continued planned exit from high-risk customers and 2.1%
   pricing declines, partially offset by a 2.4% benefit from foreign
   currency translation.

   Sales declined in the picture frames and low-end cookware businesses
   (parts of the Calphalon Home Group) due to continued pricing pressures
   previously discussed by the company in its second quarter results.
   Also, the Sharpie Group reported continued softness in the commercial
   writing instruments channel as commercial purchasers of office products
   continued to scale back on spending.

   The Irwin and Lenox hand tool and power tool accessories businesses
   delivered another strong quarter with a double-digit increase in global
   sales.  This sales momentum was the direct result of new-product sales
   and strong marketing geared toward end users.

   Gross margins for the third quarter decreased to 26.9% from 28.2% due
   primarily to unfavorable pricing and lower manufacturing volumes as
   production was slowed to reduce inventory levels.

   Operating income was $145.5 million, or 7.5% of sales, in the third
   quarter of 2003 versus $157.4 million, or 8.1% of sales, in the same
   period of 2002.  The decline was primarily from lower gross margins
   explained above, partially offset by a decrease in selling, general
   and administrative expenses related to the company's streamlining
   initiatives.  Excluding charges, operating income was $196.0 million,
   or 10.1% of sales, versus $216.9 million, or 11.1% of sales, in 2002.

   As part of its previously announced restructuring plan, the company
   recorded third quarter pre-tax restructuring charges of $48.4 million
   and other related charges of $2.1 million primarily for product line
   exits.  During the quarter the company exited four facilities in
   connection with the movement of production to lower cost countries,
   and to date under the plan, 73 facilities have been exited.

   NINE-MONTH RESULTS
   Net sales for the first nine months of 2003 were a record $5.7
   billion, up 4.0% from $5.4 billion for the first nine months of 2002.

                                      2







   Internal sales declined 0.9%.  The planned exit of high-risk
   customers reduced internal sales by 2.7%, pricing declines reduced
   sales by 1.9%, while foreign currency translation favorably impacted
   sales by 2.9% for the first nine months.

   Net income for the first nine months of 2003 was $165.0 million, or
   $0.60 per share in 2003, compared to a net loss of $299.2 million, or
   $1.12 loss per share in 2002.  Excluding charges, net income for the
   first nine months of 2003 increased 2.2% to $297.2 million versus
   $290.9 million in 2002.  Diluted earnings per share, calculated on the
   same basis, declined 0.3% to $1.08 in the first nine months of 2003
   versus $1.09 in 2002.

   NEW PRODUCT LAUNCHES OF NOTE

   *    The Sharpie Group will launch twelve significant new products
        during the fourth quarter of 2003, headlined by Sharpie{R} gold
        and copper metallic ink markers to write on dark surfaces and
        the Sharpie{R} Professional Marking Tool, which has a unique
        ink formulation that writes on oily and wet surfaces.  Other
        new products in the fourth quarter include new EXPO{R} Grip dry
        erase markers, Accent{R} retractable highlighters, and Parker{R}
        and Sensa{R} fine writing pen gift sets.

   *    Calphalon is preparing to roll out Calphalon One Infused Anodized
        cookware at the end of the fourth quarter.  This revolutionary
        cooking surface combines the benefits of a hard-anodized aluminum
        surface for searing and deglazing with the benefit of a non-stick
        surface for release and clean up.  The development of this
        patented technology is a direct result of consumer feedback on
        cookware limitations.

   *    During the fourth quarter Irwin launched the Irwin Quick Adjusting
        Pipe Wrench, which offers a one handed-adjusting feature in a
        lightweight design.  The Strait-line laser tape was also launched
        in the quarter.  This product uses an electronic laser to measure,
        calculate, and store distance, area, volume and material needs.
        Additionally, Irwin introduced a heavy-duty line of tool storage
        designed for power tools, hand tools and related accessories for
        jobsite storage.

   PENSION OUTLOOK
   The company estimates that it will record a fourth quarter non-cash
   charge to shareholders equity in the range of $110 - $130 million to
   record the under-funded status of the pension plan.  This charge will
   not impact earnings or cash flow in 2003.

   FULL YEAR 2003 OUTLOOK
   For the full year 2003, the company narrowed its previously issued
   guidance of diluted earnings per share to be in the range of $1.60 to
   $1.63, excluding restructuring charges of $216 -$226 million, and
   other charges related to product line exit costs of $40 - $50 million.
   The company now expects full year sales to be flat to down 1%.

   A reconciliation of the 2003 earnings outlook is as follows:






                                      3







                                              4th Quarter    Full Year
                                              -----------    ---------

   Diluted earnings per share                $0.32 - $0.40  $0.92 - $1.00

   Excluding:
        Restructuring charges                $0.12 - $0.14  $0.53 - $0.56
        Product line exits, acquisitions,
        divestiture charges                  $0.02 - $0.05  $0.10 - $0.12
                                             -------------  -------------
   Diluted earnings per share, excluding     $0.51 - $0.54  $1.60 - $1.63
   charges                                   -------------  -------------


   The company also reiterated free cash flow guidance of $200 to $250
   million for the year.  Expected free cash flow is calculated as follows:
   cash flow from operations (estimated to be $730 - $780 million), less capital
   expenditures (estimated to be approximately $300 million), less expected
   dividends of approximately $230 million.

   FULL YEAR 2004 OUTLOOK
   The company expects that 2004 will be a year in which the majority of
   the reconfiguration of its business portfolio will be completed.  The
   focus for 2004 will be the completion of the company's previously
   announced restructuring plan, divesting non-core businesses,
   rationalizing unprofitable product lines and reallocating capital and
   resources into businesses with high return on investment.  These factors
   translate into a preliminary diluted earnings per share estimate of
   $1.60 to $1.68, excluding charges to complete our restructuring plan
   of $72 to $82 million ($0.18 - $0.20 per share).  This guidance does not
   include the impact of any divestitures.

   CONFERENCE CALL
   The company's third quarter earnings conference call is scheduled for
   today, October 30, 2003 at 10:00 a.m. Eastern time.  To participate on
   the call, please RSVP domestically at (800) 240-1339 or
   internationally at (706) 645-6914 to obtain the dial-in number for the
   call.  The company's call will also be web cast.  To access the web
   cast, use the link provided under the Investor Relations section on
   the company's home page at www.newellrubbermaid.com.



                                      4







   A replay will be available approximately one hour after the call
   concludes through November 30, 2003 and may be accessed domestically
   at (800) 642-1687 or internationally at (706) 645-9291.  The
   conference call identification number is 2791930.

   CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
   The statements contained in this press release that are not historical
   in nature are forward-looking statements.  Forward-looking statements
   are not guarantees since there are inherent difficulties in predicting
   future results, and actual results could differ materially from those
   expressed or implied in the forward-looking statements.  For a list of
   major factors that could cause actual results to differ materially
   from those projected, refer to Newell Rubbermaid's second quarter 2003
   10-Q, Exhibit 99.1, filed with the Securities and Exchange Commission.

   NON-GAAP FINANCIAL MEASURES
   This release contains non-GAAP financial measures within the meaning
   of Regulation G promulgated by the Securities and Exchange Commission.
   Included in this release is a reconciliation of the differences
   between these non-GAAP financial measures with the most directly
   comparable financial measures calculated in accordance with GAAP.

   ABOUT NEWELL RUBBERMAID
   Newell Rubbermaid Inc. is a global marketer of consumer products with
   2002 sales of over $7 billion and a powerful brand family including
   Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R}, Colorific{R},
   Rubbermaid{R}, Stain Shield{TM}, Blue Ice{R}, TakeAlongs{R},
   Roughneck{R}, Brute{R}, Calphalon{R}, Little Tikes{R}, Graco{R},
   Levolor{R}, Kirsch{R}, Shur-Line{R}, BernzOmatic{R}, Goody{R}, Vise-
   Grip{R}, Quick-Grip{R}, IRWIN{R}, Lenox{R}, and Marathon{R}. The
   company is headquartered in Atlanta, Georgia and employs approximately
   42,000 people worldwide.

   This press release and additional financial information about the
   company's 2003 third quarter results are available under the Investor
   Relations section of the company's website at
   www.newellrubbermaid.com.













                                      5







Newell Rubbermaid Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in millions, except per share data) As Reported Three Months Ended September 30, Nine Months Ended September 30, ------------------------------- -------------------------------- 2003 2002 % Change 2003 2002 % Change ---- ---- -------- ---- ---- -------- Net sales $1,944.7 $1,948.3 (0.2)% $5,657.2 $5,440.3 4.0% Cost of products sold 1,422.5 1,398.0 4,121.6 3,950.3 -------- -------- -------- -------- GROSS MARGIN 522.2 550.3 (5.1)% 1,535.6 1,490.0 3.1% % of sales 26.9% 28.2% 27.1% 27.4% Selling, general & administrative expense 328.3 341.7 (3.9)% 1,002.5 970.9 3.3% % of sales 16.9% 17.5% 17.7% 17.8% Restructuring costs 48.4 51.2 166.0 69.8 -------- -------- -------- -------- OPERATING INCOME 145.5 157.4 (7.6)% 367.1 449.3 (18.3)% % of sales 7.5% 8.1% 6.5% 8.3% Nonoperating expenses: Interest expense 27.4 29.7 88.0 84.1 Interest income (0.9) (2.6) (3.5) (4.4) Other 8.1 16.3 38.7 44.1 -------- -------- -------- -------- 34.6 43.4 (20.3)% 123.2 123.8 (0.5)% -------- -------- -------- -------- INCOME BEFORE TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 110.9 114.0 (2.7)% 243.9 325.5 (25.1)% % of sales 5.7% 5.9% 4.3% 6.0% Income taxes 35.7 37.8 78.9 109.8 Effective rate 32.2% 33.3% 32.3% 33.7% -------- -------- -------- -------- NET INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 75.2 76.2 (1.3)% 165.0 215.7 (23.5)% % of sales 3.9% 3.9% 2.9% 4.0% -------- -------- -------- -------- Cumulative effect of accounting change - - - (514.9) NET INCOME / (LOSS) $ 75.2 $ 76.2 (1.3)% $ 165.0 $(299.2) NM -------- -------- -------- -------- % of sales 3.9% 3.9% 2.9% -5.5% EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE: Basic $ 0.27 $ 0.29 (5.5)% $ 0.60 $ 0.81 (25.5)% Diluted $ 0.27 $ 0.29 (5.5)% $ 0.60 $ 0.81 (25.3)% As Reported Three Months Ended September 30, Nine Months Ended September 30, ------------------------------- -------------------------------- EARNINGS (LOSS) PER SHARE CUMULATIVE EFFECT OF ACCOUNTING CHANGE: Basic $ - $ - $ - $ (1.93) NM Diluted $ - $ - $ - $ (1.92) NM EARNINGS (LOSS) PER SHARE Basic $ 0.27 $ 0.29 (5.5)% $ 0.60 $ (1.12) NM Diluted $ 0.27 $ 0.29 (5.5)% $ 0.60 $ (1.12) NM Average shares outstanding: Basic 274.4 267.2 2.7% 274.0 267.0 2.6% Diluted 274.4 277.7 (1.2)% 274.3 267.7 2.4% Newell Rubbermaid Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in millions, except per share data) Excluding charges Reconciliation Three Months Ended September 30, ------------------------------------------------------------------------------------- 2003 2002 ---------------------------------- ----------------------------------- As Excl. Excl. Reported Charges(1) Charges As Reported Charges(2) Charges % Change -------- ---------- ------- -------- ---------- ------- -------- Net sales $1,944.7 $1,944.7 $1,948.3 $1,948.3 (0.2)% Cost of products sold 1,422.5 (1.8) 1,420.7 1,398.0 (4.8) 1,393.2 -------- -------- -------- -------- -------- -------- GROSS MARGIN 522.2 1.8 524.0 550.3 4.8 555.1 (5.6)% % of sales 26.9% 26.9% 28.2% 28.5% Selling, general & administrative expense 328.3 (0.3) 328.0 341.7 (3.5) 338.2 (3.0)% % of sales 16.9% 16.9% 17.5% 17.4% Restructuring costs 48.4 (48.4) - 51.2 (51.2) - -------- -------- -------- -------- -------- -------- OPERATING INCOME 145.5 50.5 196.0 157.4 59.5 216.9 (9.6)% % of sales 7.5% 10.1% 8.1% 11.1% Nonoperating expenses: Interest expense 27.4 27.4 29.7 29.7 Interest income (0.9) (0.9) (2.6) (2.6) Other 8.1 - 8.1 16.3 (10.4) 5.9 -------- -------- -------- -------- -------- -------- 34.6 - 34.6 43.4 (10.4) 33.0 4.8% -------- -------- -------- -------- -------- -------- INCOME BEFORE TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 110.9 50.5 161.4 114.0 69.9 183.9 (12.2)% % of sales 5.7% 8.3% 5.9% 9.4% Income taxes 35.7 16.3 52.0 37.8 23.1 61.0 Effective rate 32.2% 32.2% 33.3% 33.2% -------- -------- -------- -------- -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 75.2 34.2 109.4 76.2 46.8 122.9 (11.0)% % of sales 3.9% 5.6% 3.9% 6.3% -------- -------- -------- -------- -------- -------- Three Months Ended September 30, ------------------------------------------------------------------------------------- 2003 2002 ---------------------------------- ---------------------------------- As Excl. Excl. Reported Charges(1) Charges As Reported Charges(2) Charges % Change -------- ---------- ------- ----------- ---------- ------- -------- Cumulative effect of accounting change - - - - - - NET INCOME $ 75.2 $ 34.2 $ 109.4 $ 76.2 $ 46.8 $ 122.9 ======== ======== ======== ======== ======== ======== (11.0)% % of sales 3.9% 5.6% 3.9% 6.3% EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE: Basic $ 0.27 $ 0.13 $ 0.40 $ 0.29 $ 0.18 $ 0.46 (13.3)% Diluted $ 0.27 $ 0.13 $ 0.40 $ 0.29 $ 0.17 $ 0.46 (13.3)% EARNINGS (LOSS) PER SHARE CUMULATIVE EFFECT OF ACCOUNTING CHANGE Basic $ - $ - $ - $ - $ - $ - NA Diluted $ - $ - $ - $ - $ - $ - NA EARNINGS (LOSS) PER SHARE: Basic $ 0.27 $ 0.13 $ 0.40 $ 0.29 $ 0.18 $ 0.46 (13.3)% Diluted $ 0.27 $ 0.13 $ 0.40 $ 0.29 $ 0.17 $ 0.46 (13.3)% Average shares outstanding: Basic 274.4 274.4 267.2 267.2 2.7% Diluted 274.4 274.4 277.7 277.7 (1.2)% (1) Charges excluded from "as reported" results for 2003 are restructuring, acquisition or divestiture related charges. These charges consist of $1.8 million in restructuring costs related to product line exits (shown in costs of products sold), $0.3 million of restructuring costs related to relocation of property and equipment (shown in selling, general and administrative expenses), $48.4 million of restructuring costs related to exiting certain facilities (shown in restructuring costs). (2) Charges excluded from "as reported" results for 2002 are restructuring or acquisition related charges. These charges consist of $4.8 million in restructuring and acquisition related costs for product line exits (shown in costs of products sold), $3.5 million of restructuring costs related to relocation of property and equipment (shown in selling, general and administrative expenses), $51.2 million of restructuring charges related to exiting certain facilities (shown in restructuring costs), $10.4 of acquisition related transaction costs (shown in other). Newell Rubbermaid Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in millions, except per share data) Excluding charges Reconciliation Three Months Ended September 30, ------------------------------------------------------------------------------------- 2003 2002 ---------------------------------- ---------------------------------- As Excl. Excl. Reported Charges(1) Charges As Reported Charges(2) Charges % Change -------- ---------- ------- ----------- ---------- ------- -------- Net sales $5,657.2 $5,657.2 $5,440.3 $5,440.3 4.0% Cost of products sold 4,121.6 (8.0) 4,113.6 3,950.3 (12.3) 3,938.0 -------- -------- -------- -------- -------- -------- GROSS MARGIN 1,535.6 8.0 1,543.6 1,490.0 12.3 1,502.3 2.7% % of sales 27.1% 27.3% 27.4% 27.6% Selling, general & administrative expense 1,002.5 (0.8) 1,001.7 970.9 (6.9) 964.0 3.9% % of sales 17.7% 17.7% 17.8% 17.7% Restructuring costs 166.0 (166.0) - 69.8 (69.8) - -------- -------- -------- -------- -------- -------- OPERATING INCOME 367.1 174.8 541.9 449.3 89.0 538.3 0.7% % of sales 6.5% 9.6% 8.3% 9.9% Nonoperating expenses: Interest expense 88.0 88.0 84.1 84.1 Interest income (3.5) (3.5) (4.4) (4.4) Other 38.7 (21.1) 17.6 44.1 (24.0) 20.1 -------- -------- -------- -------- -------- -------- 123.2 (21.1) 102.1 123.8 (24.0) 99.8 2.3% -------- -------- -------- -------- -------- -------- INCOME BEFORE TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 243.9 195.9 439.8 325.5 113.0 438.5 0.3% % of sales 4.3% 7.8% 6.0% 8.1% Income taxes 78.9 63.7 142.6 109.8 37.8 147.6 Effective rate 32.3% 32.4% 33.7% 33.7% -------- -------- -------- -------- -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 165.0 132.2 297.2 215.7 75.2 290.9 2.2% % of sales 2.9% 5.3% 4.0% 5.3% -------- -------- -------- -------- -------- -------- Cumulative effect of accounting change - - - (514.9) 514.9 - Three Months Ended September 30, ------------------------------------------------------------------------------------- 2003 2002 ---------------------------------- ----------------------------------- As Excl. Excl. Reported Charges(1) Charges As Reported Charges(2) Charges % Change -------- ---------- ------- -------- ---------- ------- -------- NET INCOME $ 165.0 $ 132.2 $ 297.2 $ (299.2) $ 590.1 $ 290.9 2.2% ======== ======== ======== ======== ======== ======== % of sales 2.9% 5.3% -5.5% 5.3% EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE: Basic $ 0.60 $ 0.48 $ 1.08 $ 0.81 $ 0.28 $ 1.09 (0.4)% Diluted $ 0.60 $ 0.48 $ 1.08 $ 0.81 $ 0.28 $ 1.09 (0.3)% EARNINGS (LOSS) PER SHARE CUMULATIVE EFFECT OF ACCOUNTING CHANGE Basic $ - $ - $ - $ (1.93) $ 1.93 $ - NA Diluted $ - $ - $ - $ (1.93) $ 1.93 $ - NA EARNINGS (LOSS) PER SHARE: Basic $ 0.60 $ 0.48 $ 1.08 $ (1.12) $ 2.21 $ 1.09 (0.4)% Diluted $ 0.60 $ 0.48 $ 1.08 $ (1.12) $ 2.21 $ 1.09 (0.3)% Average shares outstanding: Basic 274.0 274.0 267.0 267.0 2.6% Diluted 274.3 274.3 267.7 267.7 2.4% (1) Charges excluded from "as reported" results for 2003 are restructuring, acquisition or divestiture related charges. These charges consist of $8.0 million in restructuring costs related to product line exits (shown in costs of products sold), $0.8 million of restructuring costs related to relocation of property and equipment (shown in selling, general and administrative expenses), $166.0 million of restructuring costs related to exiting certain facilities (shown in restructuring costs) and $21.1 million loss primarily on the sale of the Cosmolab division (shown in other nonoperating expense). (2) Charges excluded from "as reported" results for 2002 are restructuring or acquisition related charges and the cumulative effect of an accounting change related to the adoption of SFAS No. 142. These charges consist of $12.3 million in restructuring and acquisition related costs for product line exits (shown in costs of products sold), $6.9 million of acquisition related charges (shown in selling, general and administrative expenses), $69.8 million of restructuring charges related to exiting certain facilities (shown in restructuring costs), $24.0 of acquisition related transaction costs (shown in other) and $514.9 million of charges related to the writedown of impaired goodwill in connection with the adoption of SFAS No. 142. Newell Rubbermaid Inc. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions) Assets: September 30, September 30, 2003 2002 ------------- ------------- Cash and cash equivalents $ 77.1 $ 6.7 Accounts receivable, net 1,392.6 1,363.0 Inventories, net 1,271.2 1,277.3 Deferred income taxes 200.4 229.9 Prepaid expenses and other 221.2 216.5 ------------ ----------- Total Current Assets 3,162.5 3,093.4 Other Assets 316.3 297.0 Property, Plant and Equipment, net 1,816.7 1,826.4 Goodwill, net 2,298.1 1,800.7 Deferred Income Taxes - - Other Intangibles, net 373.5 380.6 ----------- ----------- Total Assets $ 7,967.1 $ 7,398.1 =========== =========== Liabilities and Stockholders' Equity: Notes payable $ 31.6 $ 29.6 Accounts payable 815.9 684.9 Accrued compensation 117.5 142.5 Other accrued liabilities 1,062.5 996.3 Income taxes 139.0 163.2 Current portion of long-term debt 30.8 405.8 ----------- ----------- Total Current Liabilities 2,197.3 2,422.3 Long-Term Debt 2,538.8 1,990.2 Other Long-Term Liabilities 402.4 360.5 Deferred Income taxes 2.3 76.4 Company-Obligated Mandatorily Redeemable 500.0 500.0 Convertible Securities of a Subsidiary Trust Stockholders' Equity 2,326.3 2,048.7 ----------- ----------- Total Liabilities and Stockholders' Equity $ 7,967.1 $ 7,398.1 =========== =========== Newell Rubbermaid Inc. CONSOLIDATED STATEMENTS OF CASH (UNAUDITED) (in millions) For The Nine Months Ended September 30, ---------------------------------------- 2003 2002 --------------- ------------ Operating Activities: Net income (loss) $ 165.0 $ (299.2) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 208.6 218.4 Non-cash restructuring charges 73.0 44.7 Deferred taxes 9.6 31.9 Cumulative effect of change in accounting - 514.9 Loss on Sale of Business 20.5 - Other 30.7 35.2 Changes in current accounts, excluding the effects of acquisitions: Accounts receivable 51.7 12.0 Inventories (44.8) (65.2) Other current assets 7.1 (21.8) Accounts payable 112.3 106.1 Accrued liabilities and other (213.2) (7.8) ----------- ----------- Net cash provided by operating activities $ 420.5 $ 569.2 Investing activities: Acquisitions, net $ (460.0) $ (228.5) Expenditures for property, plant and equipment (247.1) (185.2) Disposals of non-current assets and other 10.2 7.8 ----------- ----------- Net cash used in investing activities $ (696.9) $ (405.9) Financing Activities: Proceeds from issuance of debt $ 1,040.5 $ 523.1 Proceeds from issuance of stock 200.1 - Payments on notes payable and long-term debt (776.7) (535.8) Cash dividends (173.1) (168.2) Proceeds from exercised stock options and other 6.0 16.3 ----------- ----------- Net cash provided by (used in) financing activities $ 296.8 $ (164.6) Exchange rate effect on cash $ 1.6 $ 1.2 Increase (decrease) in cash and cash equivalents 22.0 (0.1) Cash and cash equivalents at beginning of year 55.1 6.8 ----------- ----------- Cash and cash equivalents at end of period $ 77.1 $ 6.7 =========== =========== Newell Rubbermaid Inc. Calculation of Fee Cash Flow (1) For The Three Months Ended September 30, --------------------------------------- FREE CASH FLOW (IN MILLIONS): 2003 2002 -------------- ------------ Net cash provided by Operating Activities $279.1 $270.5 Expenditures for Property, Plant & Equipment (58.6) (84.0) Cash Dividends (57.9) (56.1) ----------- ----------- Free Cash Flow $ 162.6 $ 130.4 =========== =========== For The Nine Months Ended September 30, --------------------------------------- FREE CASH FLOW (IN MILLIONS): 2003 2002 --------------- ------------ Net cash provided by Operating Activities $420.5 $569.2 Expenditures for Property, Plant & Equipment (247.1) (185.2) Cash Dividends (173.1) (168.2) ----------- ----------- Free Cash Flow $ 0.3 $ 215.8 =========== =========== (1) Free cash flow is defined as cash flows provided by operating activities less cash expenditures for property, plant and equipment and cash dividends. NEWELL RUBBERMAID INC. FINANCIAL WORKSHEET 2003 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q1: Rubbermaid $ 718.0 $ 67.4 $ 0.5 $ 67.9 9.5% Sharpie 294.4 29.8 1.1 30.9 10.5% Irwin 482.1 39.6 2.7 42.3 8.8% Calphalon Home 241.9 11.2 0.1 11.3 4.7% Restucturing Costs (59.7) 59.7 Corporate (7.2) - (7.2) --------- ------- ------- -------- Total $ 1,736.4 $ 81.1 $ 64.1 145.2 8.4% ========= ======= ======= ======== Core businesses 1,573.4 66.2 64.1 130.3 8.3% Acquisitions/Divestitures 163.0 14.9 - 14.9 --------- ------- ------- -------- Total $ 1,736.4 $ 81.1 $ 64.1 $ 145.2 8.4% ========= ======= ======= ======== 2002 -------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q1: Rubbermaid $ 710.1 $ 61.0 $ 5.0 $ 66.0 9.3% Sharpie 301.9 25.8 2.5 28.3 9.4% Irwin 331.1 20.0 2.4 22.4 6.8% Calphalon Home 253.9 20.6 0.1 20.7 8.2% Restucturing Costs (9.7) 9.7 Corporate (7.5) - (7.5) --------- ------- ------- -------- Total $ 1,597.0 $ 110.2 $ 19.7 129.9 8.1% ========= ======= ======= ======== Core businesses 1,586.7 111.5 19.7 131.2 8.3% Acquisitions/Divestitures 10.3 (1.3) - (1.3) --------- ------- ------- -------- Total $ 1,597.0 $ 110.2 $ 19.7 $ 129.9 8.1 % ========= ======= ======= ======== Year-over-year changes --------------------------------------------------------------- Net Sales Operating Income ------------------------- ------------------------------- $ % $ % ---------- ----------- --------- ------------- Q1: Rubbermaid $ 7.9 1.1% $ 1.9 2.9% Sharpie (7.5) (2.5)% 2.6 9.2% Irwin 151.0 45.6% 19.9 88.8% Calphalon Home (12.0) (4.7)% (9.4) (45.4)% Restructuring Costs - Corporate 0.3 ------ ---- ----- ---- Total $139.4 8.7% $15.3 11.8% ====== ==== ===== ==== Core businesses (13.3) (0.8)% (0.9) (0.7)% Acquisitions/Divestitures 152.7 16.2 ------ ---- ----- ---- Total $139.4 8.7% $15.3 11.8% ====== ==== ===== ==== 2003 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q2: Rubbermaid $ 751.2 $ 39.9 $ 0.3 $ 40.2 5.4% Sharpie 485.2 107.6 0.1 107.7 22.2% Irwin 520.5 55.6 1.1 56.7 10.9% Calphalon Home 219.2 1.6 0.8 2.4 1.1% Restucturing Costs (57.9) 57.9 - Corporate (6.3) - (6.3) --------- ------- ------- -------- Total $ 1,976.1 $ 140.5 $ 60.2 200.7 10.2% ========= ======= ======= ======== Core businesses 1,888.7 124.5 60.2 184.7 9.8% Acquisitions/Divestitures 87.4 16.0 - 16.0 --------- ------- ------- -------- Total $ 1,976.1 $ 140.5 $ 60.2 $ 200.7 10.2% ========= ======= ======= ======== 2002 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q2: Rubbermaid $ 738.3 $ 51.8 $ 0.7 $ 52.5 7.1% Sharpie 464.0 96.5 0.0 96.5 20.8% Irwin 447.2 41.2 0.4 41.6 9.3% Calphalon Home 245.5 8.8 (0.3) 8.5 3.5% Restucturing Costs (8.9) 8.9 - Corporate (7.7) - (7.7) --------- ------- ------ ------- Total $ 1,895.0 $ 181.7 $ 9.7 191.4 10.1% ========= ======= ====== ======= Core businesses 1,882.9 180.9 9.7 190.6 10.1% Acquisitions/Divestitures 12.1 0.8 - 0.8 --------- ------- ------ ------- Total $ 1,895.0 $ 181.7 $ 9.7 $ 191.4 10.1% ========= ======= ====== ======= Year-over-year changes --------------------------------------------------------------- Net Sales Operating Income ------------------------- ------------------------------- $ % $ % ---------- ----------- --------- ------------- Q2: Rubbermaid $ 12.9 1.8% $(12.3) (23.4)% Sharpie 21.2 4.6% 11.2 11.6% Irwin 73.3 16.4% 15.1 36.3% Calphalon Home (26.3) (10.7)% (6.1) (71.8)% Restructuring Costs - Corporate 1.4 ------ ----- ------ ----- Total $ 81.1 4.3% $ 9.3 4.9% ====== ===== ====== ===== Core businesses 5.8 0.3% (5.9) (3.1)% Acquisitions/Divestitures 75.3 15.2 ------ ----- ------ ----- Total $ 81.1 4.3% $ 9.3 4.9% ====== ===== ====== ===== (1) Excludes charges for restructuring and acquisition related charges, the loss on the sale of Cosmolab, and in the first quarter of 2002, the adoption of SFAS No. 142. See the reconciliation of these charges to "as reported" earnings on the Statements of Operations - Excluding Charges. NEWELL RUBBERMAID INC. FINANCIAL WORKSHEET 2003 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q3: Rubbermaid $ 767.8 $ 58.8 $ 0.6 $ 59.4 7.7% Sharpie 389.1 62.8 - 62.8 16.1% Irwin 521.2 71.0 0.6 71.6 13.7% Calphalon Home 266.6 12.2 0.9 13.1 4.9% Restucturing Costs (48.4) 48.4 Corporate (10.9) - (10.9) --------- ------- ------- -------- Total $ 1,944.7 $ 145.5 $ 50.5 196.0 10.1% ========= ======= ======= ======== Core businesses 1,895.1 130.2 50.5 180.7 9.5% Acquisitions/Divestitures 49.6 15.3 - 15.3 --------- ------- ------- -------- Total $ 1,944.7 $ 145.5 $ 50.5 $ 196.0 10.1% ========= ======= ======= ======== 2002 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- Q3: Rubbermaid $759.3 $ 77.6 $ 1.5 $ 79.1 10.4% Sharpie 412.1 74.4 1.0 75.4 18.3% Irwin 479.3 32.8 5.1 37.9 7.9% Calphalon Home 297.6 31.3 0.7 32.0 10.8% Restucturing Costs (51.2) 51.2 Corporate (7.5) - (7.5) -------- ------- ------- ------- Total $1,948.3 $ 157.4 $ 59.5 216.9 11.1% ======== ======= ======= ======= Core businesses 1,937.2 158.4 59.5 217.9 11.2% Acquisitions/Divesture 11.1 (1.0) - (1.0) --------- ------- ------- ------- Total $ 1,948.3 $ 157.4 $ 59.5 $ 216.9 11.1% ========= ======= ======= ======= Year-over-year changes --------------------------------------------------------------- Net Sales Operating Income ------------------------- ------------------------------- $ % $ % ---------- ---------- ---------- ------------- Q3: Rubbermaid $ 8.5 1.1% $(19.7) (24.9)% Sharpie (23.0) (5.6)% (12.6) (16.7)% Irwin 41.9 8.7% 33.7 88.9% Calphalon Home (31.0) (10.4)% (18.9) (59.1)% Restructuring Costs - Corporate (3.4) ------ ---- ----- ---- Total $(3.6) (0.2)% $37.2 (9.6)% ====== ==== ===== ==== Core businesses (42.1) (2.2)% (37.2) (16.7)% Acquisitions/Divestitures 38.5 16.3 ------ ---- ----- ---- Total $ (3.6) 0.2% $(20.9) (9.6)% ====== ==== ===== ==== 2003 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- YTD: Rubbermaid $ 2,237.0 $ 166.1 $ 1.4 $ 167.5 7.5% Sharpie 1,168.7 200.2 1.2 201.4 17.2% Irwin 1,523.8 166.2 4.4 170.6 11.2% Calphalon Home 727.7 25.0 1.8 26.8 3.7% Restucturing Costs - (166.0) 166.0 Corporate - (24.4) - (24.4) --------- ------- ------- -------- Total $ 5,657.2 $ 367.1 $ 174.8 541.9 9.6% ========= ======= ======= ======== Core businesses 5,357.2 320.9 174.8 495.7 9.3% Acquisitions/Divestitures 300.0 46.2 - 46.2 --------- ------- ------- -------- Total $ 5,657.2 $ 367.1 $ 174.8 $ 541.9 9.6% ========= ======= ======= ======== 2002 --------------------------------------------------------------------------------- Excluding charges Reconciliation (1) ------------------------------------ Reported Excluded Ex Charges Operating Net Sales OI Charges OI Margin --------- -------- -------- ---------- --------- YTD: Rubbermaid $ 2,207.7 $ 190.4 $ 7.2 $ 197.6 9.0% Sharpie 1,178.0 196.7 3.5 200.2 17.0% Irwin 1,257.6 94.0 7.9 101.9 8.1% Calphalon Home 797.0 60.7 0.5 61.2 7.7% Restucturing Costs - (69.8) 69.8 Corporate - (22.7) - (22.7) --------- ------- ------- ------- Total $ 5,440.3 $ 449.3 $ 88.9 538.2 9.9% ========= ======= ======= ======= Core businesses 5,406.8 451.3 88.8 539.7 10.0% Acquisitions/Divesture 33.5 (1.5) - (1.5) --------- ------- ------- ------- Total $ 5,440.3 $ 449.3 $ 88.9 $ 538.2 9.9% ========= ======= ======= ======= Year-over-year changes --------------------------------------------------------------- Net Sales Operating Income ------------------------- ------------------------------- $ % $ % ---------- ---------- ---------- ------------- YTD: Rubbermaid $ 29.3 1.3% $(30.1) (15.2)% Sharpie (9.3) (0.8)% 1.2 0.6% Irwin 266.2 21.2% 68.7 67.4% Calphalon Home (69.3) (8.7)% (34.4) (56.2)% Restructuring Costs - Corporate (1.7) ------ ---- ------ ----- Total $216.9 4.0% $ 3.7 0.7% ====== ==== ====== ===== Core businesses (49.6) (0.9)% (44.0) (8.0)% Acquisitions/Divestitures 266.5 47.7 ------ ---- ------ ----- Total $216.9 4.0% $ 3.7 0.7% ====== ==== ====== ===== (1) Excludes charges for restructuring and acquisition related charges, the loss on the sale of Cosmolab, and in the first quarter of 2002, the adoption of SFAS No. 142. See the reconciliation of these charges to "as reported" earnings on the Statements of Operations - Excluding Charges. Newell Rubbermaid Sales and Operating Income Three Months Ended September 30, 2003 Currency Analysis By Segment 2003 2002 Year-over-year Increases ------------------------------- -------- ------------------------ Sales as Currency Adjusted Sales as Excluding Including Currency Reported Impact Sales Reported Currency Currency Impact -------- -------- --------- -------- --------- --------- -------- Rubbermaid $ 767.8 $(14.5) $ 753.3 $ 759.3 (0.8)% 1.1% 1.9% Sharpie 389.1 (9.6) 379.5 412.1 (7.9)% (5.6)% 2.3% Irwin 521.2 (17.7) 503.5 479.3 5.0% 8.7% 3.7% Calphalon Home 266.6 (5.6) 261.0 297.6 (12.3)% (10.4)% 1.9% -------- ------- -------- -------- Total Company $1,944.7 $ (47.4) $1,897.3 $1,948.3 (2.6)% (0.2)% 2.4% ======== ======= ======== ======== By Geography United States $1,382.2 $ - $1,382.2 $1,427.5 (3.2)% (3.2)% - Canada 97.9 (11.3) 86.6 83.1 4.2% 17.8% 13.6% -------- ------ -------- -------- North America 1,480.1 (11.3) 1,468.8 1,510.6 (2.7)% (2.0)% 0.7% Europe 358.8 (34.1) 324.7 347.0 (6.4)% 3.4% 9.8% Central & South America 65.7 1.6 67.3 66.2 1.6% (0.8)% (2.4)% All Other 40.1 (3.6) 36.5 24.5 49.0% 63.7% 14.7% -------- ------- -------- -------- Total Company $1,944.7 $ (47.4) $1,897.3 $1,948.3 (2.6)% (0.2)% 2.4% ======== ======= ======== ======== Newell Rubbermaid Sales and Operating Income Nine Months Ended September 30, 2003 Currency Analysis By Segment 2003 2002 Year-over-year Increases ------------------------------- -------- ------------------------ Sales as Currency Adjusted Sales as Excluding Including Currency Reported Impact Sales Reported Currency Currency Impact -------- -------- --------- -------- --------- --------- -------- Rubbermaid $2,237.0 $(40.6) $2,196.4 $2,207.7 (0.5)% 1.3% 1.8% Sharpie 1,168.7 (31.5) 1,137.2 1,178.0 (3.5)% (0.8)% 2.7% Irwin 1,523.8 (63.4) 1,460.4 1,257.6 16.2% 21.2% 5.0% Calphalon Home 727.7 (21.2) 706.5 797.0 (11.4)% (8.7)% 2.7% -------- ------- -------- -------- ----- ------ Total Company 5,657.2 $(156.7) $5,500.5 $5,440.3 1.1% 4.0% 2.9% ======== ======= ======== ======== By Geography United States $4,003.6 $ - $4,003.6 $3,981.8 0.5% 0.5% - Canada 268.5 (24.5) 244.0 228.5 6.8% 17.5% 10.7% -------- ------ -------- -------- North America 4,272.1 (24.5) 4,247.6 4,210.3 0.9% 1.5% 0.6% Europe 1,090.2 (149.5) 940.7 967.6 (2.8)% 12.7% 15.5% Central & South America 187.2 26.9 214.1 190.1 12.7% (1.5)% (14.2)% All Other 107.7 (9.6) 93.1 72.3 35.7% 49.0% 13.3% -------- ------- -------- -------- Total Company $5,657.2 $(156.7) $5,500.5 $5,440.3 1.1% 4.0% 2.9% ======== ======= ======== ========