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) December 23, 2003
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1-13859
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Commission File Number
AMERICAN GREETINGS CORPORATION
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(Exact name of registrant as specified in Charter)
Ohio 34-0065325
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One American Road, Cleveland, Ohio 44144
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(Address of principal executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 252-7300
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
The following is furnished as an Exhibit to this Report. Exhibit 99(a) -
Earnings Release - Third Quarter Ended November 30, 2003.
ITEM 12. Results of Operations and Financial Condition.
On December 23, 2003, American Greetings Corporation ("the Corporation")
reported its results for the nine months and third quarter ended November 30,
2003. The Corporation's earnings release for the nine months and third quarter
ended November 30, 2003 is furnished as Exhibit 99(a) to this Form 8-K.
The earnings release contains non-GAAP financial measures. For purposes of
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 (or equivalent statements) 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. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Corporation has provided reconciliations
within the earnings release of the non-GAAP financial measures to the most
directly comparable GAAP financial measures.
Adjusted EBITDA is presented in the earnings release because management believes
that it is of interest to its investors and lenders in relation to its debt
covenants, as certain of the debt covenants include adjusted EBITDA. The
Corporation defines adjusted EBITDA as earnings before interest expense, income
taxes, depreciation, amortization and certain other charges as specified in its
debt agreements. Adjusted EBITDA does not represent cash flow from operations,
as defined by generally accepted accounting principles in the United States.
Adjusted EBITDA should not be considered as a substitute for net income or loss,
or as an indicator of operating performance or whether cash flows will be
sufficient to fund cash needs.
SIGNATURE
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.
AMERICAN GREETINGS CORPORATION
By /s/ Joseph B. Cipollone
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Joseph B. Cipollone
Vice President
Corporate Controller
Chief Accounting Officer
December 23, 2003
EXHIBIT INDEX
Exhibit
No.
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99(a) Earnings Release - Third Quarter Ended November 30, 2003.