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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 13, 2005
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) |
Registrants 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 2.05. Costs Associated with Exit or Disposal Activities.
To fuel sustainable growth in sales, earnings and cash flow, Newell Rubbermaid Inc. (the
Company) today announced a global initiative referred to as Project Acceleration, a three-year
plan to strengthen and transform its portfolio. In connection with Project Acceleration, on
September 13, 2005, the Board of Directors of the Company approved a three-year restructuring
program, commencing January 1, 2006, designed to reduce manufacturing overhead to advance plans for
achieving best cost position (the Restructuring Program).
The Restructuring Program includes the closure of approximately one-third of the companys
current 80 manufacturing facilities. The implementation and execution of the Restructuring
Program is expected to result in cumulative restructuring charges totaling between $350 and $400
million ($295-$340 million after tax), beginning with approximately $220-$250 million ($185-$210
million after tax) in 2006. Specifically, in connection with this program, the Company expects to
incur approximately $140 to 160 million in employee-related costs, including severance, pension and
other termination benefits; approximately $150 to $175 million in non-cash asset related costs, and
approximately $40 to $60 million in other associated costs, including contract termination fees.
Approximately 60% of the restructuring costs are expected to be cash charges. Annualized savings
from the Restructuring Program are projected to exceed
$120 million upon conclusion of the
program.
Item 2.06. Material Impairments.
As disclosed in the Companys Annual Report on Form 10-K, the Company conducts its annual test
of impairment for goodwill and other indefinite-lived intangible assets in the third quarter. The
Company also tests for impairment if events or circumstances occur subsequent to the Companys
annual impairment tests that would more likely than not reduce the fair value of a reporting unit
below its carrying amount. The Company performs the annual impairment testing in the third quarter
because it coincides with its annual strategic planning process for all of its businesses.
The annual strategic planning meeting provides a forum for executive management to review
changes recommended by division and group management in the long-term strategy of the individual
businesses and approve specific initiatives. At the planning session, division management teams
present their long-term vision for the business and recommend changes in response to internal and
external factors, which may impact the valuation of long-lived assets, including goodwill, other
intangible assets, and fixed assets. Additionally, these meetings are used to discuss the current
business environment and outlook, as well as overall brand strategy.
Subsequent to the recent planning meetings, the Company conducted its impairment testing of
indefinite-lived intangible assets, giving consideration to underlying strategic and economic
changes in the business. Additionally, the Company conducted its testing of other long-lived
assets for impairment in accordance with Statement of Financial Accounting Standards (SFAS) No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets.
The results of the impairment testing were reviewed and discussed with the Board of Directors,
which agreed with managements recommendations and concluded on September 13,
2005 that the impairment charges described below are required under generally accepted
accounting principles.
Testing Approach
Goodwill
The goodwill impairment test requires that a company estimate the fair value of the business
enterprise at the reporting unit level, that is, the operating segment or one reporting level below
the operating segment. The fair value of a reporting unit was estimated using discounted cash
flows. The discounted cash flows were estimated utilizing various assumptions regarding future
revenue and expenses, working capital, terminal value, and discount rates. The underlying
assumptions used were consistent with those used in the strategic plan. If the fair value of the
reporting unit was less than its carrying amount at the valuation date, an impairment loss was
recognized to the extent that the implied fair value of the goodwill within the reporting unit was
less than the recorded amount of goodwill.
Other Indefinite-Lived Intangible Assets, primarily Trademarks and Tradenames
The impairment test for other indefinite-lived intangible assets, primarily trademarks and
tradenames (intangible assets), requires that a company determine the fair value of the intangible
asset. Generally, the fair value of the intangible assets was calculated using discounted cash
flows associated with the underlying intangible asset. The discounted cash flows were estimated
utilizing various assumptions regarding future revenue and expenses, working capital, terminal
value, and discount rates. The underlying assumptions used were consistent with those used in the
strategic plan. The fair value of the intangible asset was then compared to the carrying value.
If the fair value of the intangible asset was less than its carrying amount, an impairment charge
was recorded.
Other Long-Lived Assets
In accordance with SFAS No. 144, the Company evaluated if there were impairment indicators
present related to its fixed assets and other long-term assets. If impairment indicators were
present, future cash flows related to the asset group were estimated. The sum of the undiscounted
future cash flows attributable to the asset group was then compared to the carrying amount of the
asset group. The cash flows were estimated utilizing various assumptions regarding future revenue
and expenses, working capital, and proceeds from asset disposals on a basis consistent with the
strategic plan. If the carrying amount exceeded the sum of the future undiscounted future cash
flows, the Company discounted the future cash flows using a risk-free discount rate and recorded an
impairment charge as the difference between the discounted cash flows and the carrying value of the
asset group. Generally, the Company performed its testing of the asset group at the product-line
level, as this is the lowest level for which identifiable cash flows are available.
As a result of the impairment testing described above, the Company recorded a noncash
impairment charge in the third quarter of approximately $35 million, primarily related to
goodwill and indefinite and long-lived intangible assets, in the United Kingdom business in
the Companys Home Fashions segment.
The
Companys United Kingdom home fashions business was previously
classified in the fix
portfolio of the Companys business and continues to face economic challenges in its region,
especially as retailers have continued to move to direct product sourcing from the Far East, and
the Company is currently exploring alternatives for several of its product lines. As a result,
management revised the estimated fair value of the business, specific trademarks and certain
long-lived assets and determined that impairment exists on the trademarks and long-lived assets
identified as well as the goodwill for the business.
The Company cannot predict whether certain events might occur that would adversely affect the
reported value of the remaining goodwill and other identifiable intangible assets. Such events may
include, but are not limited to, strategic decisions made in response to economic and competitive
conditions, the impact of the economic environment on the Companys customer base, or a material
adverse change in its relationship with significant customers. Additionally, increases in the risk
adjusted rate could result in additional impairment charges.
Forward-Looking Statements.
The statements in this Current Report on Form 8-K that are not historical in nature constitute
forward-looking statements. These forward-looking statements relate to information or assumptions
about the effects of the Restructuring Program, earnings and earnings growth, cash flow, cash
expenditures, restructuring, impairment and other charges, costs and cost savings, and managements
plans, projections and objectives for future operations and performance. These statements are
accompanied by words such as expect, project, estimate, and similar expressions. Actual
results could differ materially from those expressed or implied in the forward-looking statements.
Important factors that could cause actual results to differ materially from those suggested by the
forward-looking statements include, but are not limited to, the Companys dependence on the
strength of retail economies in various parts of the world; competition with numerous other
manufacturers and distributors of consumer products; major retailers strong bargaining power;
changes in the prices of raw materials used by the Company; the Companys ability to develop
innovative new products and to develop, maintain and strengthen our end-user brands; the Companys
ability to expeditiously close facilities and move operations in the face of foreign regulations
and other impediments; the Companys ability to implement successfully information technology
solutions throughout its organization; the Companys ability to improve productivity and streamline
operations; the Companys ability to complete strategic acquisitions; the Companys ability to
integrate previously acquired businesses; the risks inherent in the Companys foreign operations
and those factors listed in the Companys 2005 second quarter Form 10-Q, including Exhibit 99.1
thereto, filed with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
Attached
as Exhibit 99.1 is a copy of the Companys press release, dated September 15, 2005,
announcing Project Acceleration, including the Restructuring Program, as well as the impairment
charges discussed above. Such information is furnished pursuant to Item 7.01 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.
The press release contains non-GAAP financial measures. For purposes of Securities and
Exchange Commission Regulation G, a non-GAAP financial measure is a numerical measure of a
registrants 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.
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 Companys 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 Companys performance using the same tools that Company
management uses to evaluate the Companys past performance, reportable business segments
and prospects for future performance and to gauge the Companys progress in achieving its
stated goals. |
The Companys management believes that diluted earnings per share from continuing operations,
excluding impairment charges, is also helpful to investors because it provides meaningful
perspective on the current underlying performance of the Companys continuing operations.
The Companys management believes that diluted earnings per share from continuing operations,
excluding restructuring charges, is helpful to investors because it provides information with
respect to earnings per share related to the Companys continuing operations after completion of
the Restructuring Program.
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.
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Exhibit |
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Description |
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99.1
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Press Release, dated
September 15, 2005, issued by Newell Rubbermaid Inc. |
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.
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NEWELL RUBBERMAID INC.
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Date: September 15, 2005 |
By: |
/s/ Ronald L. Hardnock
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Ronald L. Hardnock |
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Vice President Corporate Controller |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release, dated
September 15, 2005, issued by Newell Rubbermaid Inc. |
exv99w1
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News
Release |
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September 15, 2005
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Page 1 of 4 |
NEWELL RUBBERMAID ANNOUNCES GLOBAL INITIATIVE
TO FUEL SUSTAINABLE GROWTH
Three-Year Strategic Growth Plan to Result in
After-Tax Charges of $295 to $340 Million
Expected Annualized Savings to Exceed $120 Million by 2008
Company Remains On-Track for Strong 2005 Earnings Performance
and Provides 2006 Guidance
ATLANTA,
September 15, 2005 To fuel sustainable growth in sales, earnings and cash flow,
Newell Rubbermaid (NYSE: NWL) today announced Project Acceleration, a three-year global initiative
to strengthen and transform its portfolio.
Through Project Acceleration, Newell Rubbermaid will:
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Increase investment in new product development, brand building and marketing |
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Reduce manufacturing overhead to advance plans for achieving the best cost position |
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Strengthen the companys portfolio of businesses |
Joseph Galli, chief executive officer of Newell Rubbermaid, said, Our goal has always been to
position Newell Rubbermaid for sustainable growth through powerful brands and innovative new
products. Project Acceleration will help us achieve our goal through increasing investments in our
top-tier brands and reducing manufacturing overhead to improve our cost competitiveness.
The cost of implementing the three-year program is expected to result in cumulative restructuring
charges totaling between $350 and $400 million ($295 to $340 million after tax), beginning with
approximately $220 to $250 million ($185 to $210 million after tax) in 2006. Approximately 60% of
the restructuring costs will be cash charges. Annualized savings are projected to exceed $120
million upon conclusion of the program in 2008, representing an average two-year cash payback and
an estimated after-tax rate of return of 40%. Approximately $100 million of the savings are
expected to benefit gross margin, with the remaining $20 million benefiting SG&A expense.
The major elements of Project Acceleration are:
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Increase investment in new product development, brand building and marketing |
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The company intends to fuel its global growth initiatives through additional investments
in its leadership platforms. Specifically, the company will increase spending on consumer
marketing, research & development and international growth opportunities. Spending is
expected to increase approximately $40 million in 2006 and $150 million by the end of
Project Acceleration in 2008. These investments will enable Newell Rubbermaid to
accelerate its virtuous cycle by introducing innovative new products backed by power
brands to support premium pricing in the marketplace, in turn, funding demand creation,
yielding funds to fuel the entire cycle again. |
Newell Rubbermaid Inc.
Atlanta, GA
Securities Listed
NYSE
Common Stock
(Symbol: NWL)
www.newellrubbermaid.com
Jesse Herron
Vice President
Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Nancy de Jonge Davis
Vice President
Corporate Communications
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Cari Davidson
Manager
Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
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News Release |
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September 15, 2005
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Page 2 of 4 |
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The company will accelerate the deployment of its Newell Marketing Excellence (NWL MAX)
program, a training and development initiative to enhance its global marketing and new
product development competencies. NWL MAX will enable the company to improve critical
marketing and commercialization processes to drive internal growth. |
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Reduce manufacturing overhead to advance plans for achieving the best cost position |
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Project Acceleration includes the closure of approximately one-third of the companys
current 80 manufacturing facilities. The company estimates these initiatives will impact
more than 5,000 employees. Upon completion of the plan, the companys geographic footprint
will be optimized. |
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The company will continue to focus on its productivity program, Newell Operational
Excellence, to continuously improve quality, service and cost. The company remains
committed to an internal goal to generate 5% in productivity savings every year. |
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Strengthen the companys portfolio of businesses |
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The company continues to invest in and build a focused group of leadership platforms,
referred to as Invest platforms, capable of collectively generating 3% to 5% long-term
sustainable sales growth. These platforms are Office Products, Tools and Hardware,
Rubbermaid Commercial Products, Rubbermaid Foodservice Products, Premium Kitchen, Personal
Care and Juvenile products. The company is also executing initiatives to improve the
performance of its Window Fashions, Little Tikes and Rubbermaid Home Products platforms. |
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The company will continue to evaluate strategic accretive acquisitions to strengthen its
leadership platforms. In July 2005, the company announced it reached a definitive
agreement to acquire DYMO, a global leader in designing, manufacturing and marketing
on-demand labeling solutions. The acquisition is subject to applicable regulatory
approvals and other customary closing conditions and is expected to close by year-end. The
company expects the acquisition to be neutral to earnings in 2005 and approximately $0.06
per share accretive in 2006. |
2005 Outlook
The company expects diluted earnings per share from continuing operations for the full year 2005 to
be in the range of $1.43 to $1.48. This range excludes a non-cash impairment charge of
approximately $35 million ($0.13 per share), related to the United Kingdom business in the
companys Home Fashions segment. This outlook also does not include total net losses reported as
discontinued operations, expected to be approximately $90 million. The company continues to expect
internal sales to decline in the range of 1% to 3% for the full year 2005, primarily reflecting the
companys strategic decision to exit $200 million in annual revenue of low-margin product lines and
the volume impact related to its pricing strategy.
For the third quarter 2005, the company expects diluted earnings per share from continuing
operations to be in the range of $0.33 to $0.37. This range excludes a non-cash impairment charge
of approximately $35 million ($0.13 per share), related to the United Kingdom business in the
companys Home Fashions segment. The company continues to expect internal sales to decline 0% to
2%.
Newell Rubbermaid Inc.
Atlanta, GA
Securities Listed
NYSE
Common Stock
(Symbol: NWL)
www.newellrubbermaid.com
Jesse Herron
Vice President
Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Nancy de Jonge Davis
Vice President
Corporate Communications
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Cari Davidson
Manager
Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
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News
Release |
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September 15, 2005
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Page 3 of 4 |
A reconciliation of the 2005 earnings outlook is as follows:
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Full Year |
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Third Quarter |
Diluted earnings per share from continuing operations
(as reported): |
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$1.30 - $1.35 |
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$0.20 - $0.24 |
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Impairment charges |
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$0.13 |
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$0.13 |
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Diluted earnings per share from continuing
operations (excluding charges): |
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$1.43 - $1.48 |
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$0.33 - $0.37 |
For the full year 2005, the company continues to expect net cash from
operating activities to be in the range of $625 to $675 million.
Expenditures for property, plant and equipment are expected to be in
the range of $125 to $150 million and dividends are expected to be
approximately $230 million for the full year 2005.
2006 Outlook
The company will provide earnings per share guidance on a GAAP basis and a proforma basis, which
excludes the charges associated with Project Acceleration. For the full year 2006, the company
expects diluted earnings per share from continuing operations to be in the range of $1.50 to $1.60.
This outlook includes the impact of the DYMO acquisition and does not include approximately $220
to $250 million ($185 to $210 million after tax) of restructuring charges expected to be incurred
in 2006. For the full year 2006, the company expects diluted earnings per share from continuing
operations, on a GAAP basis, to be in the range of $0.77 to $0.87.
A reconciliation of the 2006 earnings outlook is as follows:
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Full Year |
Diluted earnings per share from continuing operations
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$0.77 - $0.87 |
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Restructuring charges |
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$0.68 - $0.77 |
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Diluted earnings per share from continuing operations
(excluding charges): |
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$1.50 - $1.60 |
For the full year 2006, the company expects internal sales growth of -1 % to 1%, highlighted by
internal sales growth from its leadership platforms of 2% to 4%. The company expects cash from
operations to be in the range of $550 to $600 million, reflecting a use of approximately $100
million of cash related to Project Acceleration. Expenditures for property, plant and equipment
are expected to be in the range of $125 to $150 million and dividends are expected to be
approximately $230 million for the full year 2006.
Newell Rubbermaid Inc.
Atlanta, GA
Securities Listed
NYSE
Common Stock
(Symbol: NWL)
www.newellrubbermaid.com
Jesse Herron
Vice President
Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Nancy de Jonge Davis
Vice President
Corporate Communications
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Cari Davidson
Manager
Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
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News Release |
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September 15, 2005
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Page 4 of 4 |
Analyst Day
The company will host its Analyst Day September 22, 2005, at the Equitable Center, located at 787
Seventh Ave., New York, N.Y. Those interested in attending should contact Newell Rubbermaids
Investor Relations Department at (770) 407-3994 or via email at investor.relations@newellco.com to
obtain registration instructions. The event will also be web cast and the link will be located on
the investor relations section of the companys website at www.newellrubbermaid.com.
Caution Concerning Forward-Looking Statements
The statements in this press release that are not historical in nature
constitute forward-looking statements. These forward-looking
statements relate to information or assumptions about the effects of
Project Acceleration, internal sales, income/(loss), earnings per
share, operating income or gross margin improvements, capital and
other expenditures, cash flow, dividends, restructuring, impairment
and other charges, potential losses on divestiture, costs and cost
savings and the value thereof, debt ratings, and managements plans,
projections and objectives for future operations and performance.
These statements are accompanied by words such as expect, project,
will, enable, estimate, and similar expressions. Actual results
could differ materially from those expressed or implied in the
forward-looking statements. Important factors that could cause actual
results to differ materially from those suggested by the
forward-looking statements include, but are not limited to, our
dependence on the strength of retail economies in various parts of the
world; competition with numerous other manufacturers and distributors
of consumer products; major retailers strong bargaining power;
changes in the prices of raw materials used by the company; our
ability to develop innovative new products and to develop, maintain
and strengthen our end-user brands; our ability to expeditiously close
facilities and move operations in the face of foreign regulations and
other impediments; our ability to implement successfully information
technology solutions throughout our organization; our ability to
improve productivity and streamline operations; our ability to
complete strategic acquisitions (including DYMO); our ability to
integrate previously acquired businesses; the risks inherent in our
foreign operations and those factors listed in the companys 2005
second quarter Form 10-Q, including Exhibit 99.1 thereto, 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 these non-GAAP
financial measures to the most directly comparable financial measures
calculated in accordance with GAAP.
About the Company
Newell Rubbermaid Inc. is a global marketer of consumer and commercial
products with 2004 sales of $6.5 billion and a powerful brand family
including Sharpie®, Paper Mate®,
Waterman®, EXPO®, Rubbermaid®,
Calphalon®, Graco®, Goody®,
BernzOmatic®, IRWIN® and LENOX®. The
company is headquartered in Atlanta, Ga., and has over 31,000
employees worldwide.
This press release and additional financial information about the
company are available on the companys website at
www.newellrubbermaid.com.
# # #
Newell Rubbermaid Inc.
Atlanta, GA
Securities Listed
NYSE
Common Stock
(Symbol: NWL)
www.newellrubbermaid.com
Jesse Herron
Vice President
Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Nancy de Jonge Davis
Vice President
Corporate Communications
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983
Cari Davidson
Manager
Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983